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EXHIBIT 10.19
AMENDMENT
to the Second Amended
and Restated
Registration Statement
This Amendment (this "Amendment"), dated as of August 3, 1998, is by
and between Natural Nutrition Group, Inc., a Delaware corporation formerly known
as Intrepid Food Holdings, Inc. (the "Corporation"), and certain of the persons
and entities set forth on Schedule 1 hereto attached (the "Rights Holders;" the
Rights Holders that are parties to this Amendment are herein referred to as the
"Majority Rights Holders").
RECITALS
A. The Corporation and the Rights Holders are parties to the Second
Amended and Restated Registration Agreement dated as of September 30, 1997 (the
"Registration Agreement;" the terms defined in the Registration Agreement are
being used herein as defined in the Registration Agreement unless otherwise
defined herein).
B. The Registration Agreement provides that the Registration Agreement
may be amended by the Corporation and the holders of at least two-thirds of the
Registrable Shares.
C. The Majority Rights Holders hold at least two-thirds of the
Registrable Shares.
D. The Corporation and the Majority Rights Holders desire to amend the
Registration Agreement and, on the terms and conditions stated below, the
Corporation and the Majority Rights Holders have agreed to amend the
Registration Agreement as hereinafter set forth.
AGREEMENTS
In consideration of the foregoing and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto hereby agree as follows:
SECTION 1. Amendment to the Registration Agreement. The Registration
Agreement is amended as set forth below.
(a) Section 1 of the Registration Agreement is hereby amended by adding
the following defined terms in the appropriate alphabetical order:
"Management Purchase Agreement" means that certain Stock
Purchase Agreement, dated January 28, 1997, by and between the Corporation and
the Second Investors.
"Second Purchase Agreement" means that certain Stock Purchase
Agreement, dated as of January 28, 1997, by and between the Corporation and the
First Investors.
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(b) The definition of "Registrable Shares" in Section 1 of the
Registration Agreement is hereby amended to read in its entirety as follows:
"Registrable Shares" means, at any time, (a) any shares of
Common Stock issued pursuant to (i) the 1995 Purchase Agreement, (ii) the Xxxx
Option Agreement, (iii) the Purchase Agreement, (iv) the Management Purchase
Agreement, (iv) the Second Purchase Agreement or (v) the Mateljan Option
Agreement, (b) any shares of Common Stock issued in exchange for or upon
conversion of Preferred Shares, or (c) any shares of Common Stock issued as, or
issued or issuable directly or indirectly upon the conversion or exercise of
other securities issued as, a dividend or other distribution with respect to or
in replacement of such shares; provided, however, that Registrable Shares shall
not include any shares the sale of which has been registered pursuant to the
Securities Act or which have been sold to the public pursuant to Rule 144 of the
Commission under the Securities Act. For purposes of this Agreement, a Person
will be deemed to be a holder of Registrable Shares whenever such Person has the
right to acquire such Registrable Shares (by conversion, exercise or otherwise),
whether or not such acquisition has actually been effected.
SECTION 2. Reference to and Effect on the Registration Agreement.
2.01. Each reference in the Registration Agreement to "this Agreement",
"hereunder", "hereof", "herein", or words of like import shall mean and be a
reference to the Registration Agreement as amended hereby, and each reference to
the Registration Agreement in any other document, instrument or agreement shall
mean and be a reference to the Registration Agreement as amended hereby.
2.02. Except as specifically amended above, the Registration Agreement
shall remain in full force and effect and is hereby ratified and confirmed.
SECTION 3. Execution in Counterparts. This Amendment may be executed in
any number of counterparts and by different parties hereto in separate
counterparts, each of which when so executed and delivered shall be deemed to be
an original and all of which taken together shall constitute but one and the
same instrument. This Amendment shall be effective when executed by the
Corporation and the holders of at least two-thirds of the Registrable Shares.
SECTION 4. Headings. Section headings in this Amendment are included
herein for convenience of reference only and shall not constitute a part of this
Amendment for any other purpose.
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This Amendment was executed as of the date first set forth above.
NATURAL NUTRITION GROUP, INC.
(f/k/a Intrepid Food Holdings, Inc.)
By:
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Its:
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FRONTENAC VI LIMITED PARTNERSHIP
By: Frontenac Company
Its: General Partner
By:
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a partner
STATE OF WISCONSIN INVESTMENT
BOARD
By:
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Its:
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Xxxxxxx X. Xxxx
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Xxxxxxx X. Xxxxx
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Chance Bahadur
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Xxxx Xxxxx
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Xxxxxx X. Xxxxxxxx, Xx.
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Xxxx X. Xxxxxx
XXXXXXXXXXX XXXXXXX & CO.
By:
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Its:
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SCHEDULE 1
Frontenac VI Limited Partnership
State of Wisconsin Investment Board
Xxxxxxx X. Xxxx
Xxxxxxx X. Xxxxx
Chance Bahadur
Xxxx Xxxxx
Xxxxxx X. Xxxxxxxx, Xx.
Xxxx X. Xxxxxx
Xxxxxxxxxxx Xxxxxxx & Co.
