EXHIBIT 10.29a
March 26, 1997
Xx. Xxxxxxx X. Xxxxxxxxx, President
KPR Holdings, Inc.
Ft. Worth, Texas
Dear Xxxxx:
The purpose of this letter is to evidence the
understanding reached with regard to the amendment of the
Purchase Agreement by and among KPR Holdings, Inc. and the
shareholders of RKR-GP, Inc. and Foodbrands America, Inc. dated
as of November 14, 1995 (the "Agreement"). As you are aware,
Foodbrands is negotiating an agreement and plan of merger (the
"Acquisition Agreement") with a third party which has been
disclosed to you (the "Acquirer") pursuant to which Foodbrands
would become a wholly owned subsidiary of Acquirer. In
connection with facilitating Foodbrands entering into the
agreement with the Acquirer, you have agreed on behalf and as of
agent of the Sellers under the Agreement that the Contingent
Purchase Price provisions will be modified so that the Sellers
would no longer have any right to receive shares of Foodbrands
America common stock at an exercise price of $13.125, but, in
lieu thereof, would have the right to elect, subject to the terms
of the Agreement, to receive common stock of the Acquirer at a
deemed price of $22.50 per share of such Acquirer's common stock.
In addition, the following amendments would be made to the
Agreement:
1. In each of Section 2.05(b), (c) and (d) of the
Agreement, wherever the term "Foodbrands" appears, the name of
the Acquirer shall be substituted. Also, in the Election Notice
attached as Exhibit C to the Agreement, in each instance that
Foodbrands appears, the name of the Acquirer will be substi-
tuted.
2. In each instance where the term "Foodbrands"
appears in Section 2.06(b) of the Agreement, the name of the
Acquirer will be substituted.
3. With respect to the Contingent Purchase Price
payable on April 1, 1997, as to which the Sellers have the option
to elect for Foodbrands America common stock, the Contingent
Purchase Price will be payable in cash and not Foodbrands common
stock. The portion of the Contingent Purchase Price payable
on April 1, 1997 of $4,308,063.00 (the "Original Amount") will be
paid in cash on April 1, 1997. Upon consummation of the
Acquisition Agreement, an additional amount will be paid equal to
$400,000 plus the product of (i) 328,233 (the number of shares of
Foodbrands America common stock Sellers could have received on
April 1, 1997) multiplied by (ii) the Share Price payable
pursuant to the Acquisition Agreement less $13.125 (collec-
tively, the "Additional Amount"). The Additional Amount will be
paid upon earlier of the consummation of the tender offer
contemplated by or the Effective Time as defined in the
Acquisition Agreement. If, however, the consummation of the
transaction contemplated by the Acquisition Agreement is
terminated, the Sellers will only be entitled to the Original
Amount, but will have thirty (30) days to make an election as to
whether to receive cash or Foodbrands American common stock and
will return the Original Amount. No interest will be payable on
the Contingent Purchase Price.
4. Except as modified herein, the Agreement shall
remain in full force and effect.
5. Upon merger, Acquirer will agree to take whatever
action is required to cause Foodbrands to perform its obligations
under the Agreement.
6. Upon merger, Acquirer will enter into a guarantee
of the BAM Lease in the form attached to such lease.
If the above conforms with your understanding, please indicate so
below and return a copy to me.
Very truly yours,
FOODBRANDS AMERICA, INC.
By /s/ X. Xxxxxxxx Xxxxxxxx
________________________________
X. Xxxxxxxx Xxxxxxxx, President
ACCEPTED THIS 24th DAY OF
MARCH, 1997
KPR HOLDINGS, INC., for itself
and as agent and attorney-in-fact
for the Shareholders of RKR-GP, Inc.
By /s/ Xxxxxxx X. Xxxxxxxxx
________________________________
Xxxxxxx X. Xxxxxxxxx, President
