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THE VALUE GROUP, LLC
000 XXXXXXXXXX XXXXXX, XXXXX 000
XXX XXXXXXXXX, XXXXXXXXXX 00000
October 17, 2000
Xx. Xxx Xxxxx
Glacier Distribution Company, Inc.
0000 00xx Xxxxxx, Xxxxx X000
Xxxxxx, XX 00000
Dear Xxx:
This letter sets forth the agreement and understanding between Glacier
Distribution Company, Inc. ("Glacier") and The Value Group, LLC ("TVG") relating
to TVG's engagement to assist Glacier in arranging acquisitions as part of
Glacier's consolidation strategy.
Pursuant to a letter agreement dated October 14, 1999 (a copy of which is
attached hereto), TVG has been acting as Glacier's exclusive adviser with
respect to prospective acquisitions. Glacier and TVG hereby agree to amend the
October 14, 1999 agreement as follows:
(i) the target companies covered by this agreement shall include Rocky
Mountain Fresh & Natural, Cal Fresh Produce, Southwest Traders, Inc.,
Scenic Fruit Company, Palo Alto Egg, Xxxxxx Distribution Company, Damon
Industries, Liberty Distribution or any substitute target companies which,
in the aggregate, if acquired by Glacier, would have pro forma revenues of
up to $220 million for the year ended December 31, 2000;
(ii) this agreement shall continue in effect until the earlier of (x) June 30,
2001, or (y) the completion by Glacier of financing in an amount of at
least $35 million and the application of at least 90% of the proceeds
thereof to pay the cash portion of the purchase prices of any acquisitions
and the related transaction fees (the "Termination Date");
(iii) TVG agrees to waive, retrospectively from October 14, 1999, the payment by
Glacier of a fee of $5,000 at the time of execution of any letter of
intent;
(iv) the term "aggregate purchase price" shall be construed to include the sum
of all cash, notes, stock or other securities paid to any acquired
company, or its shareholder(s), or affiliates, plus any assumed third
party indebtedness, but excluding trade payables and accruals incurred in
the normal course of business; and
(v) Glacier agrees to pay to TVG at closing a fee equal to 2.50% of the
aggregate purchase price for any company acquired by Glacier within one
(1) year of the Termination Date, provided that TVG notifies Glacier in
writing within fifteen (15) days of the Termination Date that TVG has
assisted or advised Glacier or participated in discussions with such
acquired company during the term of this engagement.
With the exception of subparagraphs (i) through (v) above, all the terms and
conditions of the October 14, 1999 letter agreement, including the
Indemnification provisions thereto,
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Glacier Acquisition Advisory Agreement - page 2
shall remain in effect.
If you are in agreement with the foregoing, please indicate your acceptance by
signing both copies of this letter and return one copy to us: Attn.: Xxx
Xxxxxxxxx, X.X. Xxx 0000, Xxxxxx Xxxxx, XX 00000, with facsimile copy to Xxxx
Sheeby, (000) 000-0000.
Very truly yours,
The Value Group, LLC Confirmed and Agreed to:
This 4th day of October, 2000
By: /s/ XXXXXX X. XXXXXXXXX By: /s/ XXX XXXXX
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Xxxxxx X. Xxxxxxxxx Xxx Xxxxx
Member Manager President & CEO
