EXHIBIT 10.30d
March 26, 1997
Xxxxxx Xxxxxxx Capital Partners, III, L.P.
1221 Avenue of the Americas
00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Gentlemen:
The purpose of this letter is to evidence the
understanding reached with regard to the amendment of the Earnout
Payment provision and other provisions of the Stock Purchase
Agreement by and among TNT Crust, Inc. and The Shareholders of
TNT Crust, Inc. and Foodbrands America, Inc. ("Foodbrands") dated
as of November 22, 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 "Acquiror") pursuant to which Foodbrands
would become a wholly owned subsidiary of Acquiror. In
connection with facilitating Foodbrands entering into the
agreement with the Acquiror, you have agreed on behalf and as of
agent of the Sellers under the Agreement that the Earnout Payment
provision will be terminated and certain indemnification
obligations of the Sellers will also be terminated on the terms
set forth below. The Agreement is hereby amended as follows
(terms not otherwise defined herein shall have the meaning
ascribed to them in the Agreement):
The Agreement
1. Upon the earlier of (i) the Effective Time as
defined in the Acquisition Agreement and (ii) 45
days after the consummation of the tender offer
contemplated by the Acquisition Agreement,
Sections 2.04(c),(d), (e) and (f) of the Agreement
are hereby deleted and terminated in their
entirety. Section 9.04 of the Agreement is hereby
amended to limit the liability of the Sellers with
respect to Income Tax Claims to the lesser of
fifty (50) percent (%) of the first $1 million of
such claims or $500,000.
The Acquisition Agreement
2. Upon the earlier of (i) the Effective Time as
defined in the Acquisition Agreement and (ii) 45
days after the consummation of the tender offer
contemplated by the Acquisition Agreement,
Foodbrands shall pay to the Agent for the benefit
of the Sellers the sum of $9.5 million. The
parties acknowledge and agree that all payments to
former Option Holders may be subject to applicable
withholding taxes and Foodbrands agrees to
withhold or cause a subsidiary to withhold the
employee portions of all such applicable taxes and
to pay the employer portions of all such
applicable taxes. The parties further agree,
however, that the Sellers shall be responsible for
the payment of all applicable income taxes
resulting from such $9.5 million payment.
It is understood and agreed that if the transactions contemplated
by the Acquisition Agreement are terminated for any reason
without the tender offer contemplated in the Acquisition
Agreement being consummated, this Agreement shall be terminated
and of no force and effect. If the above conforms with your
understanding, please indicate so below and return a copy to us.
Very truly yours,
FOODBRANDS AMERICA, INC.
By /s/ Xxxxxx X. Xxxxx
________________________________
Xxxxxx X. Xxxxx, Vice President
ACCEPTED THIS 24th DAY OF
MARCH, 1997
XXXXXX XXXXXXX CAPITAL PARTNERS III, L.P,
for itself and as agent and attorney-in-
fact for the Shareholders of TNT CRUST, Inc.
By: /s/ Xxxxxxxx X. Xxxxxx
_______________________
Xxxxxxxx X. Xxxxxx
