December 1, 1999
Xxxxx X. Xxxxxxx
Pacific Holding Company
00000 Xxxxxxxx Xxxxxxxxx
Xxxxx 0000
Xxx Xxxxxxx, XX 00000
Gentlemen:
This letter confirms the agreement we have made that Flexi-Van
Leasing, Inc. will sell to the Xxxxx X. Xxxxxxx Living Trust
1,240,310 shares of Xxxx Food Company, Inc. at the closing price
this date on the New York Stock Exchange of $16.3125 per share
such total price to be $20,232,557.
Xxxxx X. Xxxxxxx Living Trust agrees to pay for such stock with a
promissory note, date as of the above date, against delivery of
stock certificates accompanied by stock powers endorsed in your
favor. Flexi-Van Leasing, Inc. agrees that the shares delivered
to you will be free and clear of liens, encumbrances or pledges
in favor of third-parties and otherwise free from claims.
The closing shall occur at O'Melveny & Xxxxx New York offices at
which time the certificates will be delivered to you and Flexi-
Van will accept your promissory note.
Very truly yours,
Flexi-Van Leasing, Inc.
/s/ Xxxxxxx Xxxx
------------------------------
By Xxxxxxx Xxxx
Vice President and Chief
Financial Officer
DEMAND PROMISSORY NOTE
$20,232,557 December 1, 1999
Los Angeles, California
For value received, the undersigned, PACIFIC HOLDING COMPANY, a
sole proprietorship of Xxxxx X. Xxxxxxx, promises to pay on
demand to the order of FLEXI-VAN LEASING, INC., a Delaware
corporation ("Flex Leasing"), TWENTY MILLION, TWO HUNDRED THIRTY
TWO THOUSAND, FIVE HUNDRED FIFTY SEVEN DOLLARS ($20,232,557).
The aggregate unpaid principal amount shall bear interest at a
fluctuation rate equal to the rate in effect from time to time
pursuant to section 2.5 of the Revolving Credit Agreement dated
as of November 20, 1995 among Flexi-Van Leasing, Inc. and the
First National Bank of Boston, individually and as agent for
Banks named therein, as amended to date and as the same may be
further amended, supplemented, restated, refinanced or otherwise
modified or replaced from time to time. Interest on this Note
shall be computed and paid yearly, commencing December 1, 2000.
Payments of both principal and interest hereon shall be made in
lawful money of the United States of America in immediately
available funds. This Note is unsecured and may be prepaid in
whole or in part without premium or penalty.
Notwithstanding anything to the contrary herein, the undersigned
further agrees, subject only to any limitation imposed by
applicable law, to pay all expenses, including reasonable
attorneys' fees and legal expenses, incurred by the holder of
this Note in endeavoring to collect any amounts payable hereunder
which are not paid when due, whether by acceleration or
otherwise.
This Note is made under and governed by the internal laws of the
State of California.
PACIFIC HOLDING COMPANY
Address: By: /s/ Xxxxx X. Xxxxxxx
---------------------------------
Xxxxx X. Xxxxxxx, Sole Proprietor
00000 Xxxxxxxx Xxxxxxxxx individually as Trustee xx xxx
Xxx Xxxxxxx, XX 00000 Xxxxx X. Xxxxxxx Living Trust dated
May 28, 1986 as amended
