Sample Business Contracts

Formula Agreement [Amendment No. 2] - Alvin C. Copeland, New Orleans Spice Co. Inc. and Biscuit Investments Inc.

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                              SECOND AMENDMENT TO 
                               FORMULA AGREEMENT

        This Second Amendment to Formula Agreement (the "Second Amendment") is 
effective the 21st day of March, 1989.

        WHEREAS, on July 2, 1979, A. Copeland Enterprises, Inc., a Louisiana 
corporation ("ACE"), Popeyes Famous Fried Chicken, Inc., a Louisiana corporation
("Popeyes"), Alvin C. Copeland ("Copeland"), and certain other individuals (the 
"Other Parties") entered an agreement providing for the licensing to ACE and 
Popeyes of certain secret recipes, formulated and processes (the "Formula") used
in the preparation of food products sold by Popeyes Famous Fried Chicken 
restaurants owned and operated by ACE and franchised by Popeyes (the "Formula 

        WHEREAS, subsequent to July 2, 1979, Copeland and ACE acquired all of 
the rights of the Other Parties in the Formula;

        WHEREAS, subsequent to July 2, 1979, ACE and Popeyes each were merged 
with and into Biscuit Investments, Inc., a Louisiana corporation 

        WHEREAS, subsequent to July 2, 1979, the facilities of ACE used to 
manufacture spices, batter and other food products and ingredients prepared with
the Formula for use by Popeyes restaurants were conveyed to New Orleans Spice 
Company, Inc., a Louisiana corporation ("Spice"), along with ACE's ownership 
interest in the Formula;

        WHEREAS, on March 21, 1989, Spice and Investments entered into a Supply 
Contract whereby Spice agreed to sell and Investments agreed to purchase all of 
Investments' requirements of spices, batter and other food products and 
ingredients prepared with the Formula;

        WHEREAS, on March 21, 1989, Copeland, Investments and Spice entered into
an amendment to the Formula Agreement providing for, among other things, the
payment by Investments to Copeland and Spice of certain royalties for the use of
the Formula; and

        WHEREAS, pursuant to an amended and Restated Agreement and Plan of 
Merger, and effective September 21, 1989, Investments will be merged with and 
into Church's Fried Chicken, Inc., which will be the survivor of such merger and
will be renamed "Al Copeland Enterprises, Inc." at the effective time thereof; 

        WHEREAS, pursuant to the Amended and Restated Merger Loan Agreement 
dated September 21, 1989, among Investments, Canadian Imperial Bank of Commerce,
New York Agency, as Agent (the "Agent"), and the financial institutions that are
parties thereto (the "Merger Loan Agreement"), Biscuit is required to deliver to
Agent, as a condition to the making of the loans provided for under the Merger 
Loan Agreement (the "Loans"), this Second Amendment.

        NOW THEREFORE, in consideration of the premises, the mutual covenants 
set forth herein, and the individual and collective benefits to Copeland,
Investments and Spice of the Merger Loan Agreement and the Loans, the parties 
hereto agree as follows:

        1.      Copeland warrants that the Formula, and detailed instructions
with respect thereto, have been committed to writing and have been deposited in
a safety deposit box at First National Bank of Commerce, New Orleans, Louisiana.
In the event of the unavailability, incapacity or death of Copeland,
arrangements have been made that one of the senior officers of Spice will always
be in a position to gain access to the Formula so that it will always be
available to Spice.

        2.      The Formula Agreement, as amended, may not be amended after the 
execution date of this Amendment without the written consent of the Agent for so
long as any of the Loans or any obligations (as such term is defined in the 
Merger Loan Agreement) are unpaid.

        IN WITNESS WHEREOF, the parties hereto have caused this Second Amendment
to be executed on this 21st day of September, 1989.

                                               /s/ Alvin C. Copeland
                                                       Alvin C. Copeland

                                               BISCUIT INVESTMENTS, INC.

                                         BY:   /s/ 
                                               Title: Executive Vice President

                                               NEW ORLEANS SPICE COMPANY, INC.

                                         BY:   /s/ 
                                               Title:  Secretary and Treasurer