EXHIBIT NO. 10.2
RECEIPT AND AGREEMENT
The undersigned, PUEBLO XTRA INTERNATIONAL, INC. ("PXI"), hereby
acknowledges receipt from PXC&M HOLDINGS, INC. ("PXC&M") of $10,000,000 in cash,
and hereby agrees to contribute $9,350,000 of such amount to Pueblo
International, Inc. and $650,000 of such amount to Xtra Super Food Centers, Inc.
for application by said Persons to outstanding PT Loans and XT Loans,
respectively. In consideration of the receipt of such amount from PXC&M, PXI
hereby agrees to issue or deliver to PXC&M or its designee as soon as
practicable (and in any event by no later than November 18, 1996 or such later
date as PXI and PXC&M may agree) Acceptable Consideration having a principal or
face amount or other value (as determined by PXC&M in its sole discretion) of
$10,000,000.
Capitalized terms used herein and not otherwise defined have the
meanings assigned to them in the Credit Agreement dated as of July 21, 1993
among PXI, Pueblo International, Inc., Xtra Super Food Centers, Inc., the
"Banks" from time to time party thereto, The Chase Manhattan Bank and Scotiabank
de Puerto Rico ("SCOTIABANK"), as Managing Agents, and Scotiabank, as
Administrative Agent, as from time to time amended. In addition, as used herein:
"ACCEPTABLE CONSIDERATION" shall mean one or more
promissory notes or other instruments or obligations payable by PXI to
PXC&M or its designee, or securities representing equity interests in
PXI, in each case in form and substance satisfactory to PXC&M, PROVIDED
that (1) such promissory notes, instruments, obligations or securities
shall contain terms no more favorable to PXC&M (or said designee) than
PXI Subordinated Notes or shall be on such other terms as may be
acceptable to the Administrative Agent, (2) the issuance of such
promissory notes, instruments, obligations or securities shall be
permitted under the PXI Senior Note Documents and (3) such promissory
notes, instruments, obligations or securities, if the same do not
constitute PXI Subordinated Notes, shall be in form and substance
satisfactory to the Required Banks.
PUEBLO XTRA INTERNATIONAL, INC.
By /s/XXXXXXX X. XXXX, III
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Title: Xxxxxxx X. Xxxx, III
October 18, 1996 President
