AMENDMENT TO SNACK ASSETS PURCHASE AGREEMENT
This is an amendment agreement (the "Amendment Agreement") dated
December 29, 1995 between Xxxxx Food Products, Inc. (the "Buyer"), an Illinois
corporation and Keebler Company (the "Seller"), a Delaware corporation, amending
a Snack Assets Purchase Agreement (the "Agreement") dated November 18, 1995
between the Buyer and the Seller relating to the purchase by the Buyer from the
Seller of certain assets of the Seller (the "Purchased Assets").
The Agreement is amended, effective immediately, as follows:
1. Subparagraphs: (i) of Paragraph 2.1, (e) of Paragraph 5.1, (d) of
Paragraph 5.2 and (b) of Paragraph 7.1 are amended by replacing the words
"December 31, 1995" with the words "January 16, 1996".
2. Subparagraph 5.1 (i) is deleted from the Agreement in its
entirety.
By execution of this Amendment Agreement the Buyer acknowledges that
any material adverse change in employees, suppliers or customers relations
resulting solely from the fact that the transactions contemplated by this
Agreement did not close on or before December 31, 1995 will not be a basis for
an assertion by the Buyer that the conditions set forth in subparagraph 5.1 (f)
of the Agreement have not been satisfied.
IN WITNESS WHEREOF, the Buyer and the Seller have executed this
Amendment, intending to modify the Agreement as set forth above, on the day
shown on the first page of this Amendment.
KEEBLER COMPANY
By:
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Title: Authorized Signatory
XXXXX FOOD PRODUCTS, INC.
By:
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Title: President
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