Exhibit 10.14


 


SECOND AMENDMENT AGREEMENT


 


THIS SECOND AMENDMENT AGREEMENT (“Amendment”) is executed as of the
30th day of September 2004, by and between CARL KARCHER ENTERPRISES, INC., a
California corporation (“CKE”) and PIERRE FOODS, INC., a North Carolina
corporation (the “Company”).


 


RECITALS


 


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


 


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


 


3.                                       CKE
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 CKE, 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 CKE,
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.  CKE 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:


 


	
  CSI Brea

  2750 Orbitor Avenue

  Brea, California

  Attn:  Maritza Jimenez

  714-993-3533

  	
  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 CKE or CKE’s parent or affiliate companies,
including without limitation, Hardee’s Food Systems, 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 CKE 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.


 


	
   

  	
  CARL KARCHER
  ENTERPRISES, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John
  Dunion

  	
   

  
	
   

  	
  Name:

  	
  John Dunion

  	
   

  
	
   

  	
  Title:

  	
  Executive
  Vice President

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  PIERRE
  FOODS, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Robert
  C. Naylor

  	
   

  
	
   

  	
  Name:

  	
  Robert C.
  Naylor

  	
   

  
	
   

  	
  Title:

  	
  Senior Vice
  President

  	
   

  
										











	
   

  	
  Confidential
  information redacted and

  
	
  Omitted
  portions are indicated by [***].

  	
  filed
  separately with the Commission.

  



 


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