Exhibit 99.1
AMENDMENT NO. 1
TO
UNDERWRITING
AGREEMENT
This Amendment No. 1 (the “
Amendment ”) to the Underwriting Agreement (the
“ Agreement ”) dated December 16, 2005, is made
as of March 30, 2006 by and between BOULDER SPECIALTY BRANDS, INC.
(the “ Corporation ”) and CITIGROUP GLOBAL
MARKETS, INC. (collectively, the “ Representatives
”). Any terms used herein but not defined shall have the
meaning set forth in the Agreement.
WHEREAS , the Corporation and the Representatives desire
to enter into this Amendment to clarify the enforceability of
certain provisions the Corporation’s amended and restated
charter (the “ Charter ”);
NOW, THEREFORE
, in consideration of the mutual
agreements herein contained, the parties hereto agree as
follows:
1. The following provisions (i)
through (iv) shall apply during the period commencing upon the
filing of the Charter and terminating upon the consummation of any
Business Combination (as hereinafter defined) and may not be
amended prior to the consummation of any Business Combination. A
“ Business Combination ” shall mean the
acquisition by the Corporation, whether by merger, stock exchange,
asset or stock acquisition or similar type of transaction, or a
combination of the foregoing, of one or more operating businesses
that are in the food or beverage business (each a “ Target
Business ”).
(i) Prior to the consummation of any
Business Combination, the Corporation shall submit such Business
Combination to its stockholders for approval regardless of whether
the Business Combination is of a type which normally would require
such stockholder approval under the DGCL. In the event that a
majority of the IPO Shares (defined below) cast at the meeting to
approve the Business Combination are voted for the approval of such
Business Combination, the Corporation shall be authorized to
consummate the Business Combination; provided that the Corporation
shall not consummate any Business Combination if 20%, or more in
interest of the holders of IPO Shares exercise their conversion
rights described in subparagraph (ii) below.
(ii) In the event that a Business
Combination is approved in accordance with the above par
