Exhibit 2.4
November 17, 2003
M-Foods Holdings, Inc.
x/x Xxxxxx Xxxxxxx Xxxxxxxx
Xxxxxxxxxxx Xxxxxx Xxxxx
0000 00xx Xxxxxx, Xxxxx 0000
Xxxxxx, Xxxxxxxx 00000
Attn: J. Xxxxxxxxxxx Xxxxxxxxx
M-Foods Investors, LLC
x/x Xxxxxx Xxxxxxx Xxxxxxxx
Xxxxxxxxxxx Xxxxxx Xxxxx
0000 00xx Xxxxxx, Xxxxx 0000
Xxxxxx, Xxxxxxxx 00000
Attn: J. Xxxxxxxxxxx Xxxxxxxxx
Re: Agreement and Plan of Merger
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Gentlemen:
Reference is hereby made to that certain Agreement and Plan of Merger by
and among M-Foods Investors, LLC, as Stockholder Representative, THL Food
Products Holding Co. ("Buyer"), THL Food Products Co. ("Merger Sub"), M-Foods
Holdings, Inc. (the "Company") and the Stockholders, dated as of October 10,
2003 (as the same has been amended in accordance with its terms, the
"Agreement"). Capitalized terms used herein but not otherwise defined shall have
the meaning ascribed thereto in the Agreement.
Notwithstanding anything to the contrary contained in the Agreement,
immediately prior to the Effective Time, M-Foods Investors, LLC will distribute
a certain number of shares of Common Stock (the "Rollover Shares") it currently
holds to certain of its management members (the management members will then
exchange the Rollover Shares for equity interests in the direct parent of Buyer
("THL LLC")). Following such exchange, and immediately prior to the Effective
Time, THL LLC will contribute the Rollover Shares to Buyer and Buyer will, in
turn, contribute the Rollover Shares to Merger Sub. The Rollover Shares will be
cancelled for no consideration in accordance with the terms of the Agreement.
All matters relating to the interpretation, construction, validity and
enforcement of this letter agreement shall be governed by and construed in
accordance with the domestic laws of the State of Delaware without giving effect
to any choice or conflict of law provision or rule (whether of the State of
Delaware or any other jurisdiction) that would cause the application of laws of
any jurisdiction other than the State of Delaware.
Except as modified hereby, the Agreement remains unchanged and in full
force and effect.
If you are in agreement with the foregoing, please countersign this letter
where indicated below.
THL FOOD PRODUCTS HOLDING CO. THL FOOD PRODUCTS CO.
By: /s/ Xxxx Xxxxxx By: /s/ Xxxx Xxxxxx
----------------------------------- -----------------------------------
Name: Xxxx Xxxxxx Name: Xxxx Xxxxxx
Title: Vice President Title: Vice President
AGREED AND ACCEPTED:
COMPANY STOCKHOLDER REPRESENTATIVE
M-FOODS HOLDINGS, INC. M-FOODS INVESTORS, LLC
By: /s/ Xxxx X. Xxxxxx By: /s/ Xxxxx X. Xxxxxxxxx
----------------------------------- -----------------------------------
Name: Xxxx X. Xxxxxx Name: Xxxxx X. Xxxxxxxxx
Title: Secretary Title: C.E.O
Dated: November 17, 2003