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EXHIBIT 4.1
SUBSCRIPTION AGREEMENT
The undersigned Columbia Hill, LLC ("CH") hereby subscribes to and
agrees to purchase the following described securities of PF Management, Inc.
(hereinafter called the "Corporation"), a corporation organized or to be
organized under the laws of the State of North Carolina.
1. Description of securities. The securities hereby subscribed
and agreed to be purchased are fifty-nine thousand fifty-nine (59,059) shares of
the common capital stock of the Corporation.
2. Purchase price. In consideration of the shares, CH will
contribute to the Corporation the following securities, subject to certain
liabilities, all as set forth on Exhibit A attached hereto. By acceptance of
this Subscription, the Corporation hereby agrees to assume the aforesaid
liabilities and hold CH harmless therefrom.
3. Assignment. CH represents and warrants to the Corporation that
its intent is, and it has so declared, to distribute by way of complete
liquidation the aforesaid shares of the Corporation to be received hereby. In
furtherance thereof, CH hereby expressly directs the Corporation to issue the
aforesaid shares (herein the "Assigned Securities") and register the same as
follows:
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇, ▇▇. - 27,817 shares
▇▇▇▇▇ ▇. ▇▇▇▇▇ - 31,242 shares
4. Investment representation. Each of the undersigned, ▇▇▇▇▇ ▇.
▇▇▇▇▇▇▇▇▇▇ ▇▇. and ▇▇▇▇▇ ▇. ▇▇▇▇▇ as members of CH hereby represent and agree
that the securities of the Corporation received in liquidation from Columbia
Hill, LLC (the "Assigned Securities") will be for investment only, for their own
accounts, and not with any view to the resell or distribution thereof; that the
undersigned will not resell the Assigned Securities without registration under
federal and state securities laws or exemptions therefrom; and that the
undersigned understand that the Assigned Securities will be issued, without
registration, under exemptions in the federal and state securities laws that
depend upon the intent hereby represented and that the Corporation will rely on
such representation in issuing such securities without registration. The
undersigned members further agree that the share certificates issued for the
Assigned Securities, and any replacements thereof, may be marked with a legend
to the effect that such securities cannot be sold or transferred without either
(a) registration under federal and state securities laws, or (b) an opinion of
counsel satisfactory to the Corporation that neither the sale nor the proposed
transfer constitutes a violation of any federal or state securities law.
[Signature Page Attached]
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This 17th day of April, 2001.
COLUMBIA HILL, LLC
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇, ▇▇.
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▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇, ▇▇. - Manager and Member
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
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▇▇▇▇▇ ▇. ▇▇▇▇▇ - Manager and Member
Address: ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Taxpayer Identification No.:
▇▇-▇▇▇▇▇▇▇
Accepted this 17th day of April, 2001.
PF Management, Inc.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
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President
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EXHIBIT A
46,799 shares of Pierre Foods, Inc. ("Pierre") subject to the following
liabilities of Columbia Hill, LLC ("CH"), hereby assumed by the Corporation:
(a) Note dated February 28, 1997, as modified by Modification
Agreement dated January 7, 1999, in original amount of
$705,493.00 plus accrued interest from date payable on demand
to Fresh Foods, Inc. (now Pierre Foods, Inc.) secured by the
guaranty of ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇, ▇▇., ▇▇▇▇▇ ▇. ▇▇▇▇▇, and
▇▇▇▇▇ ▇. ▇▇▇▇▇▇. Said assumption to be evidenced by such loan
assumption and/or other loan or collateral documentation as
agreed by and between the Corporation and undersigned.
(b) Note dated July 21, 1997 in original amount of $450,000.00
with present balance of $350,000.00 payable to ▇▇▇▇▇▇▇ ▇.
▇▇▇▇▇▇, secured by the guaranty of ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇, ▇▇.,
▇▇▇▇▇ ▇. ▇▇▇▇▇, and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇. Said assumption to be
evidenced by such loan assumption and/or other loan or
collateral documentation as agreed by and between the
Corporation and aforesaid note holder et al.
(c) Note dated February 19, 1999 in original amount of $330,000.00
payable to First Century Bank, N.A., secured by: (i) 42,799
shares of Pierre (owned by CH), and (ii) the guaranty of ▇▇▇▇▇
▇. ▇▇▇▇▇▇▇▇▇▇, ▇▇., ▇▇▇▇▇ ▇. ▇▇▇▇▇, and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇. Said
assumption to be evidenced by such loan assumption and/or
other loan or collateral documentation as agreed by and
between the Corporation and aforesaid lender et al.