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EXHIBIT 4.24
LIEN SUBORDINATION AGREEMENT
THIS LIEN SUBORDINATION AGREEMENT (this "Agreement") is made on March 20,
1998, by and between FLEET CAPITAL CORPORATION, a Rhode Island corporation
(together with its successors and assigns, "Senior Creditor"), and BANC ONE
CAPITAL PARTNERS, LLC, a limited liability company organized under the laws of
the State of Delaware ("Subordinated Creditor").
RECITALS:
Senior Creditor and Atlantic Premium Brands, Ltd., Carlton Foods Corp.,
Prefco Corp., Xxxxxx'x Farm, Inc., Xxxxxxxx Cajun Foods Corp. and Potter's
Acquisition Corp., each a Delaware corporation (collectively referred to as
"Borrowers"), are parties to a certain Loan and Security Agreement dated the
date hereof (as at any time amended, the "Loan Agreement") pursuant to which
Senior Creditor may from time to time make loans to Borrowers secured by all or
substantially all of Borrowers' assets.
Subordinated Creditor and Borrowers are parties to a certain Senior
Subordinated Note and Warrant Purchase Agreement dated as of March 20, 1998 (as
at any time amended, the "Note Purchase Agreement"), hereof pursuant to which
Subordinated Creditor has agreed to make a loan to Borrowers as evidenced by a
certain Senior Subordinated Note (as hereinafter defined) payment of which is
secured by a junior lien upon substantially all of Borrowers' assets.
Senior Creditor, Subordinated Creditor and Borrowers are parties to a
certain Debt Subordination Agreement of even date herewith pursuant to which
Subordinated Creditor has subordinated the payment of all indebtedness at any
time owing to it by Borrowers to the full and final payment of all indebtedness
at any time owing to Senior Creditor by Borrowers (as at any time amended, the
"Debt Subordination").
The parties hereto desire to enter into this Agreement for the purpose of
establishing the priorities of their respective liens and security interests in
the assets of Borrowers and setting forth certain other agreements between them
with respect to Borrowers.
NOW, THEREFORE, for TEN DOLLARS ($10.00) in hand paid and in consideration
of the foregoing premises, and other valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, and the mutual covenants herein,
and to induce Lender to provide financial accommodations to or for the benefit
of Borrowers in accordance with the Loan Agreement, the parties hereto,
intending to be legally bound hereby, agree as follows:
1. CERTAIN DEFINITIONS; RULES OF CONSTRUCTION.
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a. Capitalized terms used in this Agreement, unless otherwise defined,
shall have the meanings ascribed to them in the Debt Subordination. In
addition, the following terms shall have the following meanings for
the purposes of this Agreement:
"Applicable Law" shall have the meaning ascribed to it in the Loan
Agreement.
"Collateral" shall have the meaning ascribed to it in the Loan
Agreement and in any of the other Senior Creditor Loan Documents.
"Enforcement Action" shall mean any action taken by Senior Creditor or
Subordinated Creditor to repossess, replevy, attach, garnish, levy upon,
collect the proceeds of, foreclose its Lien upon, sell or otherwise dispose
of any Collateral, whether by judicial action, under power of sale, by
self-help repossession, by notification to account obligors of any Borrower
or otherwise.
"Enforcement Notice" shall mean a written notice given by Subordinated
Creditor to Senior Creditor of Subordinated Creditor's intent to initiate
Enforcement Action, which notice shall specify the date on which
Subordinated Creditor intends to initiate such Enforcement Action and shall
be given (i) in the manner provided and in accordance with the terms set
forth in paragraph 5(d) of the Debt Subordination if a Remedy Bar Notice
has not been given to Subordinated Creditor within the immediately
preceding 365 days and (ii) at least 7 days prior to the initiation of any
Enforcement Action proposed to be taken on or after a Remedy Bar
Termination Date.
"Equipment" shall have the meaning ascribed to it in the Loan
Agreement.
"Event of Default" shall mean the occurrence of any event or the
existence of any condition that constitutes an "Event of Default" under
(and as defined in) the Loan Agreement.
"Insolvency Proceeding" shall mean any action, case or proceeding
commenced by or against a Person, or any agreement of such Person, for (a)
the entry of an order for relief under any chapter of the Bankruptcy Code
or other insolvency or debt adjustment law (whether state, federal or
foreign), (b) the appointment of a receiver, trustee, liquidator or other
custodian for such Person or any part of its property, (c) an assignment or
trust mortgage for the benefit of creditors of such Person, or (d) the
liquidation, dissolution or winding up of the affairs of such Person.
"Lien" shall mean any interest in property securing an obligation owed
to, or a claim by, a Person other than the owner of the property, whether
such interest is based on common law, statute or contract. The term "Lien"
shall also include reservations, exceptions, encroachments, easements,
rights-of-way, covenants, conditions, restrictions, leases and other title
exceptions and encumbrances affecting property. For the purpose of the
Agreement, Borrowers shall be deemed to be the owner of any property which
it
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has acquired or holds subject to a conditional sale agreement or other
arrangement pursuant to which title to the property has been retained by or
vested in some other Person for security purposes.
"Loan Agreement" shall have the meaning ascribed to it in the Recitals
hereto.
"Person" shall mean an individual, partnership, corporation, limited
liability company, limited liability partnership, joint stock company, land
trust, business trust, or unincorporated organization, or a government
agency or political subdivision thereof.
"Subordinated Note" shall mean that certain Senior Subordinated Note
dated March __, 1998, made by Borrowers to the order of Subordinated
Creditor in the original principal amount of $6,500,000.
"Subordinated Security Agreement" shall mean that Security Agreement
executed by Borrowers in favor of Subordinated Creditor and pursuant to
which Borrowers have granted to Subordinated Creditor security interests in
all of the Collateral (other than Real Estate) as security only for the
payment of the Subordinated Debt.
"Warrants" shall have the meaning ascribed to it in the Note Purchase
Agreement.
b. The terms "herein," "hereof" and "hereunder" and other words of
similar import refer to this Agreement as a whole and not to any
particular Paragraph or subdivision. All references to statutes and
related regulations shall include any amendments of same and any
successor statutes and regulations. All references to any instruments
or agreements shall include any and all modifications thereto and any
and all restatements, extensions or renewals thereof. All references
to "including" and "include" shall be understood to mean "including,
without limitation."
2. CONSENTS TO LIENS. Senior Creditor hereby consents to Borrowers' grant of
Liens in the Collateral to Subordinated Creditor and agrees that the
existence of such Liens shall not constitute an Event of Default under any
of the Senior Creditor Loan Documents. Subordinated Creditor hereby
consents to Borrowers' grant of Liens in the Collateral to Senior Creditor
as security for the payment and performance of all of the Senior Debt and
agrees that the existence of such Liens shall not constitute an Event of
Default under any of the Subordinated Debt Documents.
3. PRIORITY OF LIENS.
a. Subordinated Creditor and Senior Creditor agree at all times, whether
before, after or during the pendency of any Insolvency Proceeding and
notwithstanding
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the priorities which would ordinarily result from the order of
granting or perfection of any Liens, the order of filing or recording
of any financing statements or mortgages, or the priorities that would
otherwise apply under Applicable Law, that any Liens which Senior
Creditor may at any time have in or with respect to any of the
Collateral shall constitute first priority Liens in such property to
secure the payment and performance of all of the Senior Debt and shall
be superior to any Lien or other interest at any time held by
Subordinated Creditor in the same property arising pursuant to the
Subordinated Debt Documents, by operation of Applicable Law or
otherwise; and any Lien or other interests at any time held by
Subordinated Creditor in any of the Collateral shall be subordinate to
any Liens at any time held by Senior Creditor therein.
b. For purposes of the foregoing priorities, any claim of a right of
setoff by Subordinated Creditor shall be treated in all respects as a
Lien and no claim to right of setoff by Subordinated Creditor shall be
asserted to defeat or diminish the rights or priorities provided for
herein in favor of Senior Creditor.
c. If for any reason any Lien granted or conveyed by Borrowers to Senior
Creditor pursuant to the Senior Creditor Loan Documents or otherwise
is set aside or otherwise declared ineffective, in whole or in part,
by any court of competent jurisdiction, and if as a consequence
thereof Subordinated Creditor becomes entitled to receive any payments
or proceeds from or on account of any of the Collateral or on account
of Subordinated Creditor's Lien in any of the Collateral, then any
such payments or proceeds received by Subordinated Creditor shall be
used by it to purchase a junior participation in all of the Senior
Debt pursuant to a junior participation agreement in form and content
satisfactory to Senior Creditor but in all events providing that
Senior Creditor's retained interest in the Senior Debt and all costs
and expenses incurred by Senior Creditor (including attorneys' fees)
in attempting to collect the Senior Debt or to realize upon any of the
Collateral shall be paid in full before Subordinated Creditor shall be
entitled to any payment on account of its junior participation and
Subordinated Creditor's junior participation will be without recourse
of any kind to Senior Creditor except for Senior Creditor's gross
negligence or willful misconduct after the date of Subordinated
Creditor's purchase of such junior participation.
d. In no event shall Subordinated Creditor institute, encourage, or join
as a party in the institution of, or assist in the prosecution of, any
action, suit or proceeding seeking a determination that the Lien of
Senior Creditor in any of the Collateral is invalid, unperfected or
avoidable, or is or should be subordinated to the interests of any
other Person.
4. STANDBY AS TO ENFORCEMENT ACTION.
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a. If and for so long as(i) an Event of Default exists under the Senior
Creditor Loan Documents and Senior Creditor is taking any Enforcement
Action with respect to any of the Collateral, or(ii) a Remedy Bar
Period is in effect, then in any such event, Subordinated Creditor
shall not take any Enforcement Action with respect to any of the
Collateral unless and until all of the Senior Debt has been paid
finally and in full and any commitments of Senior Creditor under the
Loan Agreement have been terminated or expired.
b. At any time that Subordinated Creditor is not prohibited from
initiating any Enforcement Action, Subordinated Creditor shall be
authorized to initiate such Enforcement Action only after having given
to Senior Creditor all required Enforcement Notices. Notwithstanding
anything to the contrary contained herein, in no event shall
Subordinated Creditor be authorized to initiate any Enforcement Action
with respect to any of the Collateral other than that portion
consisting solely of Equipment until all of the Senior Debt has been
paid in full and all commitments of Senior Creditor to Borrowers under
any of the Senior Creditor Loan Documents have been terminated or
expired. Subordinated Creditors shall forthwith cease any Enforcement
Action taken with respect to any Equipment after the date it receives
notice of Senior Creditor's commencement of any Enforcement Action
with respect to such Equipment.
c. If Subordinated Creditor shall receive any proceeds from any sale,
liquidation, casualty or other disposition of any Collateral, whether
in connection with the initiation of an Enforcement Action or
otherwise, Subordinated Creditor shall be obligated to hold such
proceeds in trust and promptly turn over such proceeds, less its costs
and expenses incurred in connection with any such Enforcement Action,
to Senior Creditor for application to the Senior Debt until the Senior
Debt is paid in full and any commitments by Senior Creditor under the
Senior Creditor Loan Documents have been terminated or expired.
5. AGREEMENT ON CERTAIN BANKRUPTCY MATTERS.
a. Without impairing, abrogating or in any way affecting Senior
Creditor's rights hereunder, including the relative priorities
established by Paragraph 3 hereof, Senior Creditor may during any
Bankruptcy Case give or withhold its consent to Borrowers' or any
bankruptcy trustee's use of any Collateral (including cash proceeds of
any Collateral) or may provide financing or otherwise extend credit to
Borrowers or any bankruptcy trustee secured by a Lien in any or all of
the Collateral that is senior in priority to all Liens at any time
held by Subordinated Creditor, and Subordinated Creditor shall be
deemed to have consented to Borrowers' or any bankruptcy trustee's use
of Collateral if and to the extent consented to by Senior Creditor and
to any financing proposed to be provided by Senior Creditor to
Borrowers or any bankruptcy trustee during the pendency of any such
Bankruptcy Case.
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b. If in or as a result of any Bankruptcy Case Senior Creditor returns,
refunds or repays to Borrowers or any trustee or committee appointed
in the Bankruptcy Case any payment or proceeds of any Collateral in
connection with any action, suit or proceeding alleging that Senior
Creditor's receipt of such payment or proceeds was a transfer voidable
under state or federal law, then Senior Creditor shall not be deemed
ever to have received such payment or proceeds for purposes of this
Agreement in determining whether and when all of the Senior Debt has
been paid in full.
6. AGREEMENT TO RELEASE LIENS.
a. Subordinated Creditor agrees that it will, upon Senior Creditor's
request and whether or not an Event of Default exists, release its
Liens in any Equipment concurrently with Senior Creditor's release of
its Lien therein in connection with Borrowers' authorized disposition
of such Equipment pursuant to the terms of the Senior Creditor Loan
Documents as in effect on the date hereof.
b. Subordinated Creditor agrees that it will, if requested to do so by
Senior Creditor after and during the continuance of an Event of
Default under the Senior Creditor Loan Documents, release its Liens in
any Equipment in connection with and in order to facilitate any
orderly liquidation sale of such Collateral by Borrowers or any
bankruptcy trustee or receiver for Borrowers, and promptly upon the
request of Senior Creditor, it will, at its expense (but without
waiving any obligation of reimbursement by Borrowers under the
Subordinated Debt Documents), execute and deliver such documents,
instruments and agreements as are necessary to effectuate such release
and to evidence such release in the appropriate public records.
c. Subordinated Creditor agrees that it will, upon payment in full of all
Subordinated Debt (excluding debt or obligations owing from Borrowers
to Subordinated Creditor under or in connection with the Warrants),
release its Liens upon all of the Collateral.
7. WAIVER OF MARSHALLING; APPLICATION OF PAYMENTS AND PROCEEDS. Subordinated
Creditor hereby waives any right to require Senior Creditor to xxxxxxxx any
security or collateral or otherwise to compel Senior Creditor to seek
recourse against or satisfaction of the indebtedness to it from one source
before seeking recourse or satisfaction from another source. Senior
Creditor shall be authorized to apply any and all payments, collections and
proceeds of Collateral received by it to such portion of the Senior Debt as
Senior Creditor may lawfully elect consistent with the provisions of the
Senior Creditor Loan Documents.
8. PROVISIONS CONCERNING INSURANCE. Proceeds of the Collateral include
insurance proceeds, and therefore the priorities set forth in Paragraph 3
hereof govern the ultimate
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disposition of casualty insurance proceeds. Senior Creditor shall have the
sole and exclusive right, as against Subordinated Creditor, to adjust
settlement of insurance claims in the event of any covered loss, theft or
destruction of the Collateral. All proceeds of such insurance shall inure
to Senior Creditor, and Subordinated Creditor shall cooperate (if
necessary) in a reasonable manner in effecting the payment of insurance
proceeds to Senior Creditor. Senior Creditor shall have the right (as
between the parties hereto) to determine whether such proceeds will be
applied to its claim or used to rebuild, replace or repair the affected
Collateral. If such proceeds are applied to the Senior Debt, any proceeds
remaining after payment in full of the Senior Debt and all expenses of
collection, including reasonable attorneys' and paralegals' costs, fees and
expenses, shall be promptly remitted to Subordinated Creditor for
application to the Subordinated Debt, or to Borrowers, as applicable.
9. NOTICES. All notices, requests and demands to or upon a party hereto shall
be given in the manner and to the Persons set forth in the Debt
Subordination. Subordinated Creditor hereby agrees that any requirement for
the giving of notice by Senior Creditor under Applicable Law or otherwise
in connection with any exercise by Senior Creditor of any of its rights or
remedies with respect to the Collateral shall be satisfied by the giving of
written notice at least 5 days prior to the date on which such rights or
remedies are to be exercised by Senior Creditor, provided that nothing
herein shall be deemed to require the giving of any such notice when such
notice is not required by Applicable Law. Notwithstanding anything to the
contrary herein or in the Debt Subordination, no Enforcement Notice shall
be deemed effective unless and until actually received by Senior Creditor
at the applicable address for Senior Creditor pursuant to paragraph 14 of
the Debt Subordination.
10. NO DUTIES IMPOSED UPON SENIOR CREDITOR. The rights granted to Senior
Creditor in this Agreement are solely for its protection and nothing herein
contained imposes on Senior Creditor any duties with respect to any of the
Collateral. Senior Creditor has no duty to preserve rights against prior
parties on any instrument or chattel paper received from Borrowers as
collateral security for any of the Senior Debt.
11. RELATIONSHIP OF PARTIES. This Agreement is entered into solely for the
purposes set forth above, and, except as is expressly provided otherwise
herein, neither party assumes any responsibility to the other party to
advise such other party of information known to such party regarding the
financial condition of Borrowers or regarding the Collateral, or of any
other circumstances bearing upon the risk of nonpayment of the obligations
of Borrowers, under the Subordinated Debt Documents, or the Senior Creditor
Loan Documents. Each party shall be responsible for managing its
relationship with Borrowers and neither party shall be deemed the agent of
the other for any purpose. Subordinated Creditor and Senior Creditor each
may alter, amend, supplement, release, discharge or otherwise modify any
terms of the Subordinated Debt Documents or of the Senior Creditor Loan
Documents, respectively, without the consent of the other, except as
otherwise provided in the Debt Subordination.
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12. SPECIFIC ENFORCEMENT. If Subordinated Creditor fails to comply with any
provision of this Agreement that is applicable to it, Senior Creditor may
demand specific performances of this Agreement and may exercise any other
remedy available at law or equity.
13. NO ADDITIONAL RIGHTS OF BORROWERS HEREUNDER. Nothing herein shall be
construed to confer additional rights upon Borrowers. Without limiting the
generality of the foregoing, if any party hereto shall enforce its rights
or remedies in violation of this Agreement, Borrowers shall not be
authorized to use such violation as a defense to any right or remedy
exercised by such party, nor assert such violation as a counterclaim or
basis of setoff or recoupment against such party, unless the other party
hereto consents in writing and itself asserts that the exercise of right or
remedy is in violation of this Agreement.
14. INDEPENDENT CREDIT INVESTIGATIONS. Neither the parties hereto nor any of
their respective directors, officers, agents or employees shall be
responsible to the others or to any other Person, for Borrowers' solvency,
financial condition or ability to repay any of the Subordinated Debt or any
of the Senior Debt, or for statements of Borrowers, oral or written, or for
the validity, sufficiency or enforceability of any of the Subordinated Debt
Documents or any of the Senior Creditor Loan Documents, or the validity or
priority of any Liens granted by Borrowers to either party in connection
with any of the Subordinated Debt Documents or any of the Senior Creditor
Loan Documents. Each party hereto has entered into its agreements with
Borrowers based upon its own independent investigation, and makes no
warranty or representation to the other party nor does it rely upon any
representation of the other party with respect to matters identified or
referred to in this Paragraph.
15. TERM OF AGREEMENT. This Agreement shall continue in full force and effect
and shall be irrevocable by any party hereto until the earliest to occur of
the following: (i) the parties hereto in writing mutually agree to
terminate this Agreement; (ii) the Subordinated Debt is fully paid and
discharged (other than in a manner that constitutes a breach of this
Agreement), and the Subordinated Debt Documents are terminated and all
Liens in favor of Subordinated Creditor with respect to any of the
Collateral are terminated; or (iii) the Senior Debt is fully paid and
discharged and any commitments of Senior Creditor under the Senior Creditor
Loan Documents are terminated or have expired.
16. GOVERNING LAW. This Agreement shall be interpreted, and the rights and
obligations of the parties hereto determined, in accordance with the
internal laws of the State of Georgia.
17. NO THIRD PARTY BENEFICIARIES. Nothing contained in this Agreement shall be
deemed to indicate that this Agreement has been entered into for the
benefit of any Person other
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than the parties hereto. No Person other than the parties hereto shall be
authorized to enforce any of the provisions of this Agreement.
18. CONFLICT WITH DOCUMENTS. The provisions of this Agreement are intended by
the parties to control any conflicting provisions in the Senior Creditor
Loan Documents or the Subordinated Debt Documents, including any covenants
prohibiting further borrowing or encumbrances of Collateral.
19. PARAGRAPH HEADINGS. The paragraph headings contained in this Agreement are
and shall be deemed to be without substantive meaning or content of any
kind whatsoever and are not a part of the Agreement between the parties
hereto.
20. COUNTERPARTS; TELECOPIED SIGNATURES. This Agreement may be executed in any
number of counterparts and by different parties hereto in separate
counterparts, each of which when so executed and delivered shall be deemed
to be an original and all of which counterparts taken together shall
constitute but one and the same instrument. In proving this Agreement in
any judicial proceeding, it shall not be necessary to produce or account
for more than one such counterpart signed by the party against whom such
enforcement is sought. Any signature delivered by a party by facsimile
transmission shall be deemed to be an original signature hereto.
21. SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon and shall
inure to the benefit of the parties hereto and their respective successors
and assigns. In no event, however, shall either party hereto transfer or
assign any Lien that it may have in any of the Collateral to any Person
unless the transferee or assignee thereof shall first agree in writing to
be bound by the terms of this Agreement the same as if an original
signatory hereto. Any Qualified Lender whose loans or advances to Borrowers
hereafter are used to refinance and pay indefeasibly in full the Senior
Debt shall be deemed for all purposes hereof to be the successor to Senior
Creditor, and from and after the date of such refinancing and satisfaction
in full of the Senior Debt such Qualified Lender shall be deemed a party
hereto in the place and stead of Senior Creditor as if such Qualified
Lender had been the original signatory hereto, and all loans, advances,
liabilities, debit balances, covenants and duties at any time or times owed
by Borrowers to such successor to Lender, whether direct or indirect,
absolute or contingent, secured or unsecured, due or to become due, then
existing or thereafter arising, including any renewals, extension,
modifications or replacements of any of the foregoing, shall be deemed for
all purposes hereunder to constitute and be Senior Debt.
22. FURTHER ASSURANCES. Each of the parties hereto agrees to execute such
amendments to financing statements and other documents as may be necessary
to reflect of record the existence of this Agreement and the relative
priorities established pursuant to Paragraph 3 hereof.
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23. SEVERABILITY. Wherever possible, each provision of this Agreement shall be
interpreted in such manner as to be effective and valid under Applicable
Law, but if any provision of this Agreement shall be prohibited by or
invalid under Applicable Law, such provision shall be ineffective only to
the extent of such prohibition or invalidity, without invalidating the
remainder of such provision or the remaining provisions of this Agreement.
24. ENTIRE AGREEMENT; AMENDMENTS. This Agreement and the Debt Subordination
express the entire understanding and agreement of the parties hereto with
respect to the subject matter hereof and supersedes all prior
understandings and agreements of the parties regarding the same subject
matter. This Agreement may not be amended or modified except by a writing
signed by the parties hereto.
25. JURY TRIAL WAIVER. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW,
SUBORDINATED CREDITOR AND SENIOR CREDITOR EACH HEREBY WAIVES ALL RIGHTS TO
A TRIAL BY JURY IN CONNECTION WITH ANY ACTION, SUIT OR OTHER PROCEEDING
ARISING OUT OF OR RELATED TO THIS AGREEMENT.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on
the day and year first above written.
BANC ONE CAPITAL PARTNERS, LLC
("Subordinated Creditor")
By: /s/ XXXXXXX XXXXXXXX
---------------------------------
Title: Vice President
FLEET CAPITAL CORPORATION
("Senior Creditor")
By: /s/ XXXXXX XXXXXXXX
---------------------------------
Title: Vice President
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BORROWERS' ACKNOWLEDGMENT AND AGREEMENT
The undersigned hereby accepts and acknowledges receipt of a copy of the
foregoing Intercreditor Agreement and consents to and agrees to be bound by all
provisions thereof, including the agreements between Senior Creditor and
Subordinated Creditor with respect to the payment by each to the other of
certain proceeds derived from the liquidation of the Collateral. The undersigned
further acknowledges and agrees that the Lien Subordination Agreement may be
modified or amended at any time or times without notice to or the consent of the
undersigned.
Capitalized terms used in this Acknowledgment and Agreement without
definition have the meanings specified in the foregoing Intercreditor Agreement
unless the context otherwise requires.
As of March 20, 1998.
ATLANTIC PREMIUM BRANDS, LTD.
By: /s/ XXXXXXX X. XXXXXX
---------------------------
XXXXXXX X. XXXXXX, Chairman
CARLTON FOODS CORP.
By: /s/ XXXXXXX X. XXXXXX
---------------------------
XXXXXXX X. XXXXXX, Chairman
PREFCO CORP.
By: /s/ XXXXXXX X. XXXXXX
---------------------------
XXXXXXX X. XXXXXX, Chairman
XXXXXX'X FARM, INC.
By: /s/ XXXXXXX X. XXXXXX
---------------------------
XXXXXXX X. XXXXXX, Chairman
[Signatures continued on following page]
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XXXXXXXX CAJUN FOODS CORP.
By: /s/ XXXXXXX X. XXXXXX
---------------------------
XXXXXXX X. XXXXXX, Chairman
POTTER'S ACQUISITION CORP.
By: /s/ XXXXXXX X. XXXXXX
---------------------------
XXXXXXX X. XXXXXX, Chairman
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