Favorite Brands International Inc – ‘8-K’ for 11/19/99 – EX-2.(B)

On:  Monday, 12/6/99   ·   For:  11/19/99   ·   Accession #:  950131-99-6557   ·   File #:  333-67221

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Current Report   —   Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Current Report                                         2     16K 
 2: EX-2.(A)    Asset Purchase Agreement                              53    176K 
 3: EX-2.(B)    Amendment No. 1 to Purchase Agreement                  5     13K 
 4: EX-2.(C)    Amendment No. 2 to Purchase Agreement                 11     30K 
 5: EX-28       Unaudited Proforma Income Statements                   4±    24K 

EX-2.(B)   —   Amendment No. 1 to Purchase Agreement

EX-2.(B)
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AMENDMENT NO. 1 
TO THE  
ASSET PURCHASE AGREEMENT  

    THIS AMENDMENT, dated as of October 7, 1999 (the "Amendment") to the Asset
Purchase Agreement, dated as of September 23, 1999 (the "Asset Purchase         
Agreement"), is made by and among Favorite Brands International Holding Corp., a
Delaware corporation, Favorite Brands International, Inc., a Delaware           
corporation, Sather Trucking Corporation, a Delaware corporation and Trolli,    
Inc., a Delaware corporation (collectively, the "Sellers"), and Nabisco, Inc., a
New Jersey corporation, Nabisco Brands Company, a Delaware corporation, and     
Nabisco Technology Company, a Delaware corporation (collectively, the           
"Purchasers"). Capitalized terms used herein and not otherwise defined shall    
have the respective meanings set forth in the Asset Purchase Agreement.         

WHEREAS, the Sellers and Purchasers desire to amend the Asset Purchase
Agreement;                                                                      

NOW, THEREFORE, in consideration of the foregoing and the respective  
representations, warranties, covenants and agreements set forth herein, the     
parties hereto agree as follows:                                                

ARTICLE 1 
AMENDMENTS  

  Section 1.01. Amendment of Section 7.02(c). Section 7.02(c) of the Asset
Purchase Agreement is amended and restated as follows:                          

         (c) if this Agreement is terminated pursuant to Section 7.01(ii), the
Sellers, upon consummation of a Competing Transaction, shall pay the  
Purchasers (1) the Break-up Fee and (2) the reasonable fees and       
 disbursements of the Purchasers' counsel, up to $650,000, incurred as a
result of the Purchasers' attempt to purchase the Acquired Assets;    

   Section 1.02. Amendment of Section 9.01. The definition of "Break-up Fee"
in Section 9.01 of the Asset Purchase Agreement is amended and restated as      
follows:                                                                        

EX-2.(B)
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   "Break-Up Fee" means the fee payable by the Sellers jointly and
   severally to the Purchasers in the amount of $8,300,000 upon consummation
of a Competing Transaction.                                           

    Section 1.03. Amendments to Exhibits C and E. Exhibits C and E, as amended
and restated, are attached hereto.                                              

ARTICLE 2 
GENERAL PROVISIONS  

Section 2.01. Descriptive Headings. The headings contained in this    
Amendment are for reference purposes only and shall not affect in any way the   
meaning or interpretation of this Amendment.                                    

Section 2.02. Governing Law. This Amendment shall be governed by and  
construed in accordance with the laws of the State of Delaware without regard to
the rules of conflict of laws of the State of Delaware or any other jurisdiction
in accordance with Section 8.07 of the Asset Purchase Agreement. The Purchasers 
and Sellers irrevocably and unconditionally consent to submit to the            
jurisdiction of the Bankruptcy Court for any litigation arising out of or       
relating to this Amendment (and agree not to commence any litigation relating   
thereto except in the Bankruptcy Court).                                        

   Section 2.03. Counterparts; Effectiveness. This Amendment may be executed
in two or more counterparts, each of which shall be deemed to be an original but
all of which shall constitute one and the same agreement. This Amendment shall  
become effective when each party hereto shall have received counterparts thereof
signed by all the other parties hereto.                                         

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EX-2.(B)
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IN WITNESS WHEREOF, the Sellers and the Purchasers have caused this   
Agreement to be executed on their behalf by their officers thereunto duly       
authorized, as of the date first above written.                                 

             FAVORITE BRANDS
                     INTERNATIONAL HOLDING
     CORP.

                      By: /s/ Steven F. Kaplan
                             -------------------------
                           Name:  Steven F. Kaplan
                    Title: President

             FAVORITE BRANDS
                   INTERNATIONAL, INC.

                      By: /s/ Steven F. Kaplan
                             -------------------------
                           Name:  Steven F. Kaplan
                    Title: President

                         SATHER TRUCKING CORPORATION

                      By: /s/ Steven F. Kaplan
                             -------------------------
                           Name:  Steven F. Kaplan
                    Title: President

          TROLLI, INC.

                      By: /s/ Steven F. Kaplan
                             -------------------------
                           Name:  Steven F. Kaplan
                    Title: President

           NABISCO, INC.

 By:
                             -------------------------
         Name:
          Title:

EX-2.(B)
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IN WITNESS WHEREOF, the Sellers and the Purchasers have caused this   
Agreement to be executed on their behalf by their officers thereunto duly       
authorized, as of the date first above written.                                 

             FAVORITE BRANDS
                     INTERNATIONAL HOLDING
     CORP.

 By:
                                    --------------------------------
         Name:
          Title:

             FAVORITE BRANDS
                   INTERNATIONAL, INC.

 By:
                                    --------------------------------
         Name:
          Title:

                         SATHER TRUCKING CORPORATION

 By:
                                    --------------------------------
         Name:
          Title:

          TROLLI, INC.

 By:
                                    --------------------------------
         Name:
          Title:

           NABISCO, INC.

                       By: /s/ James Kirkman III
                                    --------------------------------
                           Name: James Kirkman III
                                   Title: Executive Vice President
                                         and General Counsel

EX-2.(B)
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                                NABISCO BRANDS COMPANY

                                       By: /s/ Kathleen J. Gallagher
                                                --------------------------------
                                            Name:  Kathleen J. Gallagher
                                Title: President

                                    NABISCO TECHNOLOGY COMPANY

                                       By: /s/ Kathleen J. Gallagher
                                                --------------------------------
                                            Name:  Kathleen J. Gallagher
                                Title: President

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Dates Referenced Herein

				Referenced-On Page
This ‘8-K’ Filing		Date		First		Last			Other Filings
Filed on:		12/6/99							None on these Dates
For Period End:		11/19/99
		10/7/99		1
		9/23/99		1
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