EXHIBIT NO. 10.3
Reference is hereby made to the Credit Agreement dated as of July 21,
1993 (as from time to time amended, the "CREDIT AGREEMENT") among Pueblo Xtra
International, Inc., 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. Capitalized terms used herein and not otherwise defined
have the meanings assigned to them in the Credit Agreement
The undersigned, as Administrative Agent, hereby agrees that the
arrangements described in the attached Exhibits A and B shall be deemed to
satisfy the obligations of Xxxxxxxx, Holdings and PXI under Paragraphs 3 and 4
of the Funding Letter.
SCOTIABANK DE PUERTO RICO, as
Administrative Agent
By /s/XXXXXX XXXXX
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Title: XXXXXX XXXXX
October 18, 1996
EXHIBIT NO. 10.3 (CONT.)
EXHIBIT A
RECEIPT AND AGREEMENT
The undersigned, PXC&M HOLDINGS, INC. ("PXC&M"), hereby acknowledges
receipt from XXXXXXXX CORPORATION ("XXXXXXXX") of $10,000,000 in cash, and
hereby agrees to advance such amount forthwith to Pueblo Xtra International,
Inc. In consideration of the receipt of such amount from Xxxxxxxx, PXC&M hereby
agrees to issue or deliver to Xxxxxxxx or its designee as soon as practicable
(and in any event by no later than November 18, 1996 or such later date as PXC&M
and Xxxxxxxx may agree) Acceptable Consideration having a principal or face
amount or other value (as determined by Xxxxxxxx in its sole discretion) of
$10,000,000. As used herein, "ACCEPTABLE CONSIDERATION" shall mean one or more
promissory notes or other instruments or obligations payable by PXC&M to
Xxxxxxxx or its designee, or securities representing equity interests in PXC&M,
in each case in form and substance satisfactory to Xxxxxxxx.
PXC&M HOLDINGS, INC.
By
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Title:
October 18, 1996
EXHIBIT NO. 10.3 (CONT.)
EXHIBIT B
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
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Title:
October 18, 1996
