Exhibit
10.15


 


SECOND
AMENDMENT AGREEMENT


 


THIS SECOND AMENDMENT AGREEMENT (“Amendment”)
is executed as of the 30th day of September 2004, by and between HARDEE’S
FOOD SYSTEMS, INC., a North Carolina corporation (“HARDEE’S”) and PIERRE FOODS,
INC., a North Carolina corporation (the “Company”).


 


RECITALS


 


1.                                       HARDEE’S and
Company are parties to a certain Amended and Restated Agreement dated May 21,
2004 (the “Original Agreement”).


 


2.                                       HARDEE’S and
Company are parties to a certain First Amendment Agreement dated June 27,
2004 (the “First Amendment”).


 


3.                                       HARDEE’S and
Company desire to amend the Original Agreement and the First Amendment, and
memorialize the amendment in writing.


 


4.                                       All capitalized
terms herein not otherwise defined shall have the meaning ascribed to such
terms in the respective Original Agreement or First Amendment, as the content
may require.


 


NOW,
THEREFORE, IN CONSIDERATION of the mutual covenants contained herein for other
good and valuable consideration, the receipt and legal sufficiency of which are
hereby acknowledged, the parties agree as follows:


 


1.                                       Amendments.


 


A.                                   Paragraph
3(c) of the Original Agreement is amended to read in its entirety as follows:


 


Until October 31, 2004 at
no additional cost to HARDEE’S, the Company will maintain safety stock volume
of up to six (6) weeks of Product based on trailing six month period average
for system wide availability in the Company’s Ohio storage facilities.  Commencing on November 1, 2004 and for
the remainder of the term (including all renewals and extensions thereof), at
no additional cost to HARDEE’S, the Company will maintain safety stock volume
of no less than three (3) weeks of Product based on trailing six month period
average for system wide availability in the Company’s Ohio storage facilities.  HARDEE’S reserves the right to arrange all
freight carriers and to pick up product at company’s manufacturing facility and
cold storage warehouses.  Addresses for
the storage facilities are as follows:


 


	
  Interstate
  Warehouse

  110 Distribution Drive

  Hamilton, Ohio 45011

  Attn:  Paul Hanna

  513-814-6500

  	
  Pierre
  Foods, Inc.

  9990 Princeton Road

  Cincinnati, Ohio 45246

  Attn:  Bill Kolb

  800-543-1604

  	
  Cincinnati
  Freezer

  2881 E. Sharon Road

  Cincinnati, Ohio 45241

  Attn:  Don Lucas

  513-771-3573

  



 










	
   

  	
  Confidential information redacted and

  
	
  Omitted portions are indicated by [***].

  	
  filed separately with the Commission.

  



 





















 


B.                                     Paragraph
2(b) of the First Amendment is amended to read in its entirety as follows:


 


It is acknowledged that in the
event Company shall enter into a binding supply agreement, written or oral,
with a Top Ten QSR (as herein defined), other than HARDEE’S or HARDEE’s parent
or affiliate companies, including without limitation, Carl Karcher Enterprises,
Inc., or its appointed purchasing agent for the supply of a burger product
consisting of more than 51% of black cattle beef (a “Major Contract”), the
Company should realize plant efficiencies and other economies.  Therefore, in the event Company shall enter
into a Major Contract and so long as and only so long as at least one
Major Contract shall remain in effect, the Company agrees to ***.


 


2.                                       No
change.  Except as otherwise modified
or amended hereby, the Original Agreement, the First Amendment Agreement, and
all documents and instruments delivered therewith shall remain in full force
and effect as written.


 


3.                                       No Default.  The Original Agreement and the First
Amendment are in full force and effect and, as of the date of this Amendment
and to the best knowledge, information, and belief of each party without
independent investigation by either party, (a) there exists no default or event
of default or event, occurrence, condition or act which, with the giving of
notice, the lapse of time or the happening of any other event or condition,
would become a default or event of default thereunder, (b) neither party has
violated any of the terms or conditions of any of the foregoing agreements, (c)
all of the obligations and covenants to be performed by each party thereto have
been fully performed, and (d) each party acknowledges and agrees that with
respect the relationship between the parties as contemplated by the aforesaid
collective agreements, there have been no violations of law.  This provision shall not be construed to
limit either party from making any future claims for future breach or
subsequent wrongful conduct by either party.


 


4.                                       Entire
Agreement.  This Amendment, together
with the Original Agreement and the First Amendment, as may be amended hereby,
shall constitute the complete agreement between HARDEE’S and the Company and
shall supersede all prior or contemporaneous proposals, representations,
understandings, and other communications and correspondence between the parties
concerning the matters addressed in this Amendment and the aforesaid agreements,
whether oral or written.


 


5.                                       Counterparts.  This Amendment may be executed in any number
of counterparts and by different parties hereto in separate counterparts, each
of which when so executed and delivered shall be deemed to be an original and
all of which taken together shall constitute but one and the same instrument.










	
   

  	
  Confidential
  information redacted and

  
	
  Omitted
  portions are indicated by [***].

  	
  filed
  separately with the Commission.

  



 


2





















 


IN WITNESS
WHEREOF, the parties execute this Amendment in accordance with law the day and
year first above written.


 


	
   

  	
  HARDEE’S
  FOOD SYSTEMS, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John
  Dunion

  	
   

  
	
   

  	
  Name:

  	
  John Dunion

  	
   

  
	
   

  	
  Title:

  	
  Executive
  Vice President

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  PIERRE
  FOODS, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Robert
  C. Naylor

  	
   

  
	
   

  	
  Name:

  	
  Rovert C.
  Naylor

  	
   

  
	
   

  	
  Title:

  	
  Senior Vice
  President

  	
   

  
										











	
   

  	
  Confidential
  information redacted and

  
	
  Omitted
  portions are indicated by [***].

  	
  filed
  separately with the Commission.

  



 


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