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EXHIBIT 2.3
SECOND AMENDMENT TO CONTRIBUTION
AND EXCHANGE AGREEMENT
THIS SECOND AMENDMENT TO CONTRIBUTION AND EXCHANGE AGREEMENT, dated as of
August 27, 1997 (this "Amendment"), is by and among Xxxxxx X. Xxxxxxxx
("Xxxxxxxx"), TSG2 L.P., a Delaware limited partnership ("TSG2"), TSG2
Management, L.L.C., a Delaware limited liability company ("TSG2 Management"),
Xxxxx Xxxxxx ("Lively"; and together with TSG2 and TSG2 Management, the "LV
Foods Owners") and Authentic Specialty Foods, Inc., a Texas corporation ("ASF").
WHEREAS, the parties hereto have entered into that certain Contribution and
Exchange Agreement, dated as of June 20, 1997 and as amended by that certain
First Amendment to Contribution and Exchange Agreement dated as of July 30, 1997
(as previously amended and as amended hereby, the "Agreement") (capitalized
terms used but not defined herein shall have the respective meanings ascribed to
such terms in the Agreement); and
WHEREAS, the parties desire to amend certain provisions of the Agreement;
NOW THEREFORE, for and in consideration of the mutual benefits derived and
to be derived from the Agreement and this Amendment by each party hereto, as
well as other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto hereby agree as follows:
1. The fourth "WHEREAS" clause of the Agreement is hereby amended to read
in its entirety as follows:
WHEREAS, ASF is currently contemplating an initial public offer and
sale of 4,000,000 shares of its common stock, par value $1.00 per share
(the "ASF Common Stock") pursuant to a firm commitment underwriting, which
offer and sale of shares (the "Initial Public Offering") will be registered
pursuant to a registration statement on Form S-1 (the "Registration
Statement") to be filed with the Securities and Exchange Commission (the
"SEC");
2. The fifth "WHEREAS" clause of the Agreement is hereby amended to read in
its entirety as follows:
WHEREAS, ASF intends to use a portion of the proceeds from the Initial
Public Offering to redeem 788,500 shares of ASF Common Stock owned by The
Shansby Group and TSG International (the "Shansby Redemption") for a per
share purchase price equal to the price to public in the Initial Public
Offering less the underwriters' discounts and commissions (the "Net
Offering Price");
3. Except as expressly set forth herein, the terms and provisions of the
Agreement are hereby ratified and confirmed.
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4. This Amendment may be executed in one or more counterparts, each of
which shall be deemed to be an original, but all of which shall constitute one
and the same agreement.
IN WITNESS WHEREOF, the parties have duly executed and delivered this
Agreement on the date first written above.
/s/ XXXXXX X. XXXXXXXX
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XXXXXX X. XXXXXXXX
TSG2 L.P.
By: TSG2 Management, L.L.C., its general partner
By: /s/ XXXXXXX X. XXXXXXXX
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Xxxxxxx X. Xxxxxxxx
Managing Member
TSG2 MANAGEMENT, L.L.C.
By: /s/ XXXXXXX X. XXXXXXXX
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Xxxxxxx X. Xxxxxxxx
Managing Member
/s/ XXXXX XXXXXX
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XXXXX XXXXXX
AUTHENTIC SPECIALTY FOODS, INC.
By: /s/ XXXXX XXXXXX
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Xxxxx Xxxxxx
Chief Executive Officer
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