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EXHIBIT 10.23
TERMINATION AGREEMENT
This Termination Agreement (the "TERMINATION AGREEMENT") is made as
of
March 8, 2004 by and between PF
Distribution, LLC, a North Carolina limited
liability company (the "AFFILIATE") and
Pierre Foods, Inc., a North Carolina
corporation (the "COMPANY").
WHEREAS, Affiliate is an affiliate of the Company, as such term
is
defined in that certain Indenture, dated as
of June 9, 1998, among the Company,
each of several subsidiaries of Pierre as
Guarantors and State Street Bank and
Trust Company ("SSBT"), as supplemented by
a First Supplemental Indenture, dated
as of September 5, 1998, among the Company,
Pierre Leasing, LLC, a North
Carolina limited liability company, as
Additional Guarantor, and SSBT as
trustee, a Second Supplemental Indenture,
dated as of February 26, 1999, among
the Company, Fresh Foods Restaurant Group,
LLC, a Delaware limited liability
company as Additional Guarantor, and SSBT
as trustee, a Third Supplemental
Indenture, dated as of October 8, 1999,
among the Company and SSBT as trustee,
and as supplemented and amended by a Fourth
Supplemental Indenture, dated as of
March 8, 2004, among the Company, Fresh
Foods Properties, LLC, and U.S. Bank,
N.A., as successor trustee to SSBT (the
"INDENTURE TRUSTEE", and such Indenture
as so supplemented and amended, being
collectively referred to as the
"INDENTURE") providing for the issuance of
certain 10--3/4% senior notes due
2006 issued by the Company (the "SENIOR
NOTES").
WHEREAS, the Affiliate and the Company entered into that
certain
Logistics Agreement, dated March 3, 2002,
and amended as of March 2, 2003,
copies of which are attached hereto as
Exhibit A, pursuant to which the
Affiliate agreed to provide certain
warehousing and distribution services to the
Company (the "AFFILIATE AGREEMENT");
WHEREAS, in consideration of, inter alia, the waiver and release
of
certain claims by the Indenture Trustee and
the holders of the Senior Notes
("SENIOR NOTEHOLDERS") under the Indenture,
the Affiliate and the Company have
agreed to terminate the Agreement effective
as of the date hereof; and
WHEREAS, the Company, its parent company, and Fleet Capital
Corporation, a Rhode Island Corporation
(together with its successors and
assigns, including any other lender or
lenders refinancing or refunding all or
any portion of the indebtedness owing to
Fleet, "FLEET") are parties to a
certain Loan and Securit
