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EXHIBIT 10.33
SUBORDINATION AGREEMENT
(Debt and Security)
THIS SUBORDINATION AGREEMENT, dated as of April 3, 1998, by and between
U.S. BANCORP REPUBLIC COMMERCIAL FINANCE, INC. f.k.a. REPUBLIC ACCEPTANCE
CORPORATION, a Minnesota corporation (the "Senior Lender"), AMERICAN PACIFIC
FINANCIAL CORPORATION, a California corporation ("APFC"), XXXXXXXX X. XXXXXXX
("Xxxxxxx"), XXXXXXX FOODS, L.L.C., a Delaware limited liability company
("Xxxxxxx", and together with APFC and Xxxxxxx hereinafter sometimes
collectively referred to as the "Subordinated Lenders"), and THE DELICIOUS
FROOKIE COMPANY, INC., a Delaware corporation (the "Company").
A. The Company and the Senior Lender have entered into a Financing
Agreement dated as of November 26, 1996 (as the same may hereafter be amended,
supplemented, extended, restated or otherwise modified from time to time, the
"Credit Agreement") pursuant to which Senior Lender has provided credit
facilities on a demand discretionary basis to the Company of up to $7,000,000.
B. The Senior Debt is secured by a Security Agreement, pursuant to which
the Company granted to the Senior Lender a security interest in and to all
personal property of the Company, including all Accounts, Inventory, Equipment,
General Intangibles, Trademarks and proceeds thereof ("Collateral").
C. Concurrently herewith the Subordinated Lenders are extending credit
(collectively, the "Subordinated Debt") to the Company pursuant to the terms of
the Promissory Notes in favor of Xxxxxxx and APFC attached hereto as EXHIBITS A
and B, respectively (the indebtedness to Xxxxxxx is in the principal amount of
$1,500,000 and is hereinafter referred to as the "Xxxxxxx Debt" and the
indebtedness to APFC is in the principal amount of $3,000,000 and is hereinafter
referred to as the "APFC Debt"). The Subordinated Debt has been incurred in the
acquisition of all assets of Xxxxxxx by the Company.
D. The Subordinated Debt is secured by various security interests in and
to certain personal property of the Company including the Collateral.
E. Concurrently herewith, APFC and Xxxxxxx, jointly and severally, are
assuming the obligations of the Company under the Xxxxxxx Note in accordance
with the provisions of that certain Assignment and Assumption Agreement of even
date herewith (the "Assignment and Assumption Agreement", a copy of which is
attached hereto as EXHIBIT C). Such assumption by APFC and Xxxxxxx does not act
to release or otherwise discharge the Company from its obligations under the
Xxxxxxx Note. Xxxxxxx consents to such assumption as set forth in such
Assignment and Assumption Agreement.
F. It is a condition precedent to the obligations of the Senior Lender to
continue to extend credit accommodations to the Company pursuant to the Credit
Agreement and to permit
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funding of the Purchase by the Company of all of the assets of Xxxxxxx that the
Subordinated Lenders and the Company execute and deliver this Subordination
Agreement.
G. The Subordinated Lenders and the Company each find it advantageous,
desirable and in their respective best interests to comply with the requirement
that each execute and deliver this Subordination Agreement to facilitate the
sale and purchase of Xxxxxxx by the Company.
NOW THEREFORE, in consideration of the premises and the mutual promises
contained herein, the Senior Lender, Subordinated Lenders and the Company agree
as follows:
1. Subordination of Debt.
(a) The Subordinated Lenders and the Company covenant and agree that
the obligations of the Company with respect to any payment of principal,
interest or other amounts payable with respect to the Subordinated Debt are and
shall be subordinate, to the extent and in the manner hereinafter set forth, for
right of payment and subject to the prior payment or provision for payment in
full of all principal, interest or other amounts payable with respect to the
Senior Debt, and all amendments, renewals, extensions and refundings of the
Senior Debt; provided however that as long as none of the events described in
Sections 1(b) or 1(c) below have occurred, the Subordinated Lenders shall be
entitled to receive and retain all regularly scheduled payments of principal of
and interest on the Subordinated Debt including payment in accordance with the
terms of their respective Notes but subject to the first priority lien security
interest of the Senior Lender (but the Subordinated Lenders shall not accept,
nor shall the Company make, any prepayment on the Subordinated Debt, nor amend
the payment schedule under the Subordinated Debt, without the prior written
consent of the Senior Lender). For purposes of the foregoing, the parties hereto
acknowledge that the Xxxxxxx Debt portion of the Subordinated Debt matures on
the earlier to occur of (i) 120 days following the date hereof, or (ii)
consummation of an initial public offering of shares of the Company's common
stock, $.01 par value per share or other recapitalization (whether through one
transaction or a series of transactions) of the Company (whether through a
private placement or otherwise) from which the Company receives (whether from
such one transaction or on a cumulative basis from such series of transactions)
gross proceeds of at least $7,000,000 (the "Recapitalization"), or (iii) a sale
or other transfer of all or substantially all of the assets or equity interests
in the Company (a "Sale").
(b) Upon the maturity of the Senior Debt by demand for payment of
the Senior Debt, termination of the Credit Agreement or otherwise (including
without limitation upon any assignment, transfer or sale of all or substantially
all of the Company's business), all principal thereof and interest due thereon
shall first be paid in full, or such payment duly provided for in cash or in a
manner satisfactory to the holder of the Senior Debt, before any payment is made
on account of the principal of or interest on the Subordinated Debt.
(c) Whether or not Senior Debt is due, upon receipt by the
Subordinated Lenders and the Company of written notice from Senior Lender that
no payment may be made by the
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Company to the Subordinated Lenders, the Subordinated Lenders shall not accept,
and the Company shall not make, any payment of principal or interest of
Subordinated Debt. The determination to so notify the Company and the
Subordinated Lenders shall be in Senior Lender's sole and absolute discretion.
Notwithstanding the foregoing provisions of this subparagraph (c) or any other
provisions of this Agreement to the contrary, but subject in all respects to the
proviso in the first grammatical sentence of subparagraph (a) above entitling
the Subordinated Lenders to receive and retain all regularly scheduled payments
under the Subordinated Debt as long as the events described in (b) above or this
subparagraph (c) have not occurred, on the earlier of (i) receipt by the Company
of at least $7,000,000 by reason of the Recapitalization, or (ii) a Sale, or
(iii) December 1, 1998, Xxxxxxx may receive payout on the Xxxxxxx Debt without
the need to obtain any prior consent of Senior Lender, and any notice under this
subparagraph (c) theretofore given to Xxxxxxx by Senior Lender shall be deemed
automatically rescinded, terminated and of no further force and effect.
(d) In the event that, contrary to the provisions of Sections 1(b)
or 1(c) hereof, any payment or distribution of assets of the Company of any
character, whether in cash, securities or other property, is received by the
Subordinated Lenders before the Senior Debt is paid in full, such payment or
distribution will be held in trust for the benefit of, and will be paid over or
delivered to, the holder of the Senior Debt (or its duly authorized
representative) until the Senior Debt has been paid in full, after giving effect
to the concurrent payment or distribution (or provision therefor) to the holder
of the Senior Debt. Under no circumstances, however, shall the Subordinated
Lenders be obligated to turn over any scheduled interest or principal payment on
the Subordinated Debt that is received by the Subordinated Lenders pursuant to
Section 1(a) and prior to the occurrence of the earliest event specified in
Sections 1(b) or 1(c).
(e) Subject to the payment in full of the Senior Debt and only to
the extent of payments received by the Subordinated Lenders in violation of this
Agreement, the Subordinated Lenders shall be subrogated to the rights of the
holder of the Senior Debt to receive payments or distributions of cash, property
or securities of the Company applicable to the Senior Debt until all amounts
owing on the Subordinated Debt shall be paid in full, and, as between the
Company, its creditors other than the holder of the Senior Debt, and the
Subordinated Lenders, it being understood that the provisions of this Section 1
are intended solely for the purpose of defining the relative rights of the
Subordinated Lenders, on the one hand, and the holder of the Senior Debt, on the
other hand.
(f) Subject to applicable law, no right of any present or future
holder of the Senior Debt to enforce subordination as provided in this Section 1
will at any time in any way be prejudiced or impaired by any act or failure to
act, in good faith, by any such holder, or by any noncompliance by the Company
with the terms, provisions and covenants of this Subordination Agreement,
regardless of any knowledge thereof which any such holder may have or be
otherwise charged with.
2. Subordination of Security Interest.
(a) The Company and the Subordinated Lenders hereby agree that,
regardless of
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any priority otherwise available to the Subordinated Lenders by law or by
agreement, any security interest which the Subordinated Lenders may now hold or
may now or at any time hereafter acquire in any or all of the assets of the
Company, together with all proceeds thereof, is, shall be and shall remain fully
subordinate for all purposes to the security interest of the Senior Lender in
the Collateral. With respect to the Xxxxxxx Debt and the APFC Debt, Xxxxxxx and
APFC hereby agree that, regardless of any priority otherwise available to
Xxxxxxx by law or by agreement, any security interest which Xxxxxxx may now hold
or may now or at any time hereafter acquire in any or all of the assets of the
Company, together with all proceeds thereof, is, shall be and shall remain fully
subordinate for all purposes to the security interest of APFC in the Collateral.
(b) The Subordinated Lenders will not exercise any collection rights
with respect to the Collateral, will not take possession of, sell or dispose of,
or otherwise deal with, the Collateral, and will not exercise or enforce any
right or remedy which may be available to the Subordinated Lenders with respect
to the Collateral until December 1, 1998 without the prior written consent of
the Senior Lender, it being acknowledged and agreed, however, that (i) the
foregoing shall not be construed (whether by implication or otherwise) as any
modification of the Xxxxxxx Note or any provision thereof, including, without
limitation, the maturity date of the Xxxxxxx Note, (ii) the foregoing shall not
be construed (whether by implication or otherwise) as a release or wavier of any
of the obligations, agreements and covenants of the Company, APFC or Xxxxxxx
under the Xxxxxxx Note and/or the Assignment or Assumption Agreement, (iii) the
foregoing shall not be construed (whether by implication or otherwise) as any
limitation on the rights of Xxxxxxx as against Xxxxxxx and/or APFC under the
Assignment and Assumption Agreement, or otherwise, by reason of the failure of
the Company to pay the Xxxxxxx Note on its respective maturity date, and (iv)
from and after December 1, 1998 no consent of the Senior Lender shall be
required for Xxxxxxx to exercise any of its rights or remedies under the Xxxxxxx
Note (and all documents and instruments otherwise evidencing or securing the
Xxxxxxx Debt) and the Collateral.
(c) The Senior Lender may exercise collection rights, may take
possession of, sell or dispose of, and otherwise deal with, the Collateral, and
may exercise and enforce any right or remedy available prior to or after the
occurrence of an event described in Sections 1(b) or 1(c). The Senior Lender
agrees to give notice of any such action to the Company and Subordinated Lenders
which shall be deemed given upon the sending of such notice by telegraph,
telecopy or hand delivery to the undersigned at the address indicated on the
signature page hereof. The Senior Lender may apply the proceeds of the
Collateral to any indebtedness secured by the Senior Lender's above-described
security interest, in any order of application.
(d) In the event that the Company determines to sell Collateral and
the Senior Lender consents thereto, the Subordinated Lenders shall execute and
deliver unconditional releases of its security interests in the Collateral to be
sold if requested by the Company provided that the Subordinated Lenders receive
a security interest in and to substituted collateral reasonably acceptable to
the Subordinated Lenders.
(e) Neither the Subordinated Lenders nor the Senior Lender (i) makes
any
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representation or warranty concerning the Collateral or the validity, perfection
or (except as to the relative priority among the Senior Lender and Subordinated
Lenders) priority of any security interest therein, or (ii) shall have any duty
to preserve, protect, care for, insure, take possession of, collect, dispose of
or otherwise realize upon any of the Collateral.
3. Bankruptcy Issues.
(a) In the event of any insolvency, bankruptcy or similar proceeding
relating to the Company or its property, any voluntary liquidation, dissolution
or other winding up of the Company, or any assignment for the benefit of its
creditors or any other marshalling of its assets, the Senior Debt shall first be
paid in full before any payment or distribution is made on account of the
Subordinated Debt, and to that end the holder of the Senior Debt shall be
entitled to receive for application and payment thereof any payment or
distribution of any kind or character, whether in cash or property or
securities, which may be payable or deliverable in any such proceeding in
respect of the Subordinated Debt, including any such payment or distribution
which may be payable or deliverable by virtue of the provisions of any
indebtedness which is subordinate and junior in right of payment to the
Subordinated Debt. In order to enable the Senior Lender to enforce the foregoing
rights in any bankruptcy, insolvency or similar action or proceedings, the
Senior Lender is hereby irrevocably authorized and empowered in its discretion
to make present for and on behalf of the Subordinated Debt as the Senior Lender
may deem expedient and proper, and to vote such claims in any such proceedings
and to receive and collect any and all dividends or payments or disbursements
made thereon in whatever form the same may be paid or issued and to apply the
same on account of the Senior Debt. The Subordinated Lenders agrees to and does
hereby assign all such claims to the Senior Lender, and the Subordinated Lenders
further agrees to execute such instruments as may be required by the Senior
Lender to enable the Senior Lender to enforce any and all such claims and
collect any and all dividends or other payments or disbursements which may be
made on account of the Subordinated Debt.
(b) If Company becomes the subject of proceedings under the
Bankruptcy Code and if the Senior Lender desires to permit the use of cash
collateral or to provide financing to Company under either Section 363 or
Section 364 of Title 11 of the United States Code (the "Bankruptcy Code") the
Subordinated Lenders agrees that adequate notice of such financing to the
Subordinated Lenders shall have been provided if the undersigned receives notice
two (2) Business Days prior to the entry of any order approving such cash
collateral usage or financing. Notice of a proposed financing or use of cash
collateral shall be deemed given upon the sending of such notice by telegraph,
telecopy or hand delivery to the undersigned at the address indicated on the
signature page hereof. All allocations of payments between the Senior Lender and
the Subordinated Lenders shall continue to be made after the filing of a
petition under the Bankruptcy Code on the same basis that the payments were to
be allocated prior to the date of such filing. The Subordinated Lenders agrees
not to assert any right it may have to "adequate protection" of its interest in
any security for the Subordinated Debt in any bankruptcy proceeding, or to seek
to have its claims in such bankruptcy proceeding treated as "secured claims"
under Section 506(a) of the Bankruptcy Code, without the prior written consent
of the Senior Lender. To the extent that the Senior Lender receives payments on,
or proceeds of any collateral for, the Senior Debt which are subsequently
avoided,
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invalidated, declared to be fraudulent or preferential, set aside and/or
required to be prepaid to a trustee, receiver or any other party under any
bankruptcy law, state or federal law, common law or equitable cause, then, to
the extent of such payment or proceeds received, the Senior Debt, or part
thereof, intended to be satisfied shall be revived and continue in full force
and effect as if such payments or proceeds had not been received by the Senior
Lender.
4. Instrument Legend. Any agreement or instrument evidencing the
Subordinated Debt and/or the security interest held by the Subordinated Lenders,
or any portion thereof, which has been or is hereafter executed by the Company
will, on the date hereof or the date of execution, be inscribed with a legend
conspicuously indicating that payment thereof or the security interest held by
the Subordinated Lenders, as the case may be, is subordinated to the claims or
the security interests of the Senior Lender pursuant to the terms of this
Agreement. A copy of any such agreement or instrument will be delivered to the
Senior Lender within five (5) Business Days after the date hereof or the date of
its execution, and the original thereof will be immediately delivered to the
Senior Lender upon request therefor by the Senior Lender after the occurrence of
an Event of Default.
5. Transfer of the Subordinated Debt. Each of the Subordinated Lenders
warrants and represents that it has not previously assigned any interest in the
Subordinated Debt and that no other party owns an interest in the Subordinated
Debt. The Subordinated Lenders further covenants and agrees that it will not
assign or transfer the Subordinated Debt or its security interest in the
Collateral to any other person without the prior written consent of the Senior
Lender. Such consent will be conditioned upon satisfactory proof that any
purchaser or transferee of, or successor to, the Subordinated Debt or any
security interest of the Subordinated lenders in any or all of the Collateral
has been given detailed written notice of the subordination accomplished hereby,
prior to the time of purchase, transfer or succession, and agrees to be bound by
the same on terms satisfactory to the Senior Lender. Notwithstanding the
foregoing, Senior Lender hereby consents to the assignment among and between the
members of Xxxxxxx of their respective rights to receive payment under the
Xxxxxxx Note, and no consent of the Senior Lender shall be required in
connection therewith.
6. Rights Unimpaired. Nothing contained in this Agreement is intended to
or shall impair, as between the Company, its creditors other than the holder of
the Senior Debt, and the Subordinated Lenders, the obligation of the Company,
which is absolute and unconditional, to pay to the Subordinated Lenders the
principal of and interest on the Subordinated Debt as and when the same shall
become due and payable in accordance with its terms, or affect the relative
rights of the Subordinated Lenders and creditors of the Company other than the
holder of the Senior Debt, nor shall anything herein prevent the Subordinated
Lenders from exercising all remedies otherwise permitted by applicable law upon
default under the Subordinated Debt (other than the right to foreclose on the
Collateral), subject to the rights, if any, under this Agreement of the holder
of the Senior Debt in respect of cash, property or securities of the Company
received upon the exercise of any such remedy.
7. Termination of Agreement. Upon irrevocable payment in full of the
Senior Debt, this
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Agreement shall terminate, provided that if any payment received by the Senior
Lender and applied to the Senior Debt is subsequently set aside, recovered,
rescinded or required to be returned for any reason (including, without
limitation, the bankruptcy, insolvency or reorganization of the Company or any
other obligor), the Senior Debt to which such payment was applied shall for the
purposes of this Agreement be deemed to have continued in existence,
notwithstanding such application, and this Agreement shall be enforceable as to
such Senior Debt as fully as if such application had never been made. References
in this Agreement to amounts "irrevocably paid" or to "irrevocable payment"
refer to payments that cannot be set aside, recovered, rescinded or required to
be returned for any reason.
8. Information Concerning Financial Condition of Company. The Subordinated
Lenders warrants and agrees that it is the responsibility of the Subordinated
Lenders to keep informed of the financial condition of the Company, any and all
endorsers and any and all guarantors of the Subordinated Debt and of all other
circumstances bearing upon the risk of nonpayment of the Senior Debt and/or the
Subordinated Debt that diligent inquiry would reveal. The Subordinated Lenders
hereby agrees that the Senior Lender shall have no duty to advise the
Subordinated Lenders of information known to the Senior Lender regarding such
condition or any such circumstances, it being acknowledged and agreed, however,
by the Company that the Company, concurrent with delivery of same to Senior
Lender, shall deliver or cause to be delivered to the Subordinated Lenders a
copy of all financial and operating information sent by the Company to the
Senior Lender and the Company shall deliver to Subordinated Lenders a copy of
all notices sent to or received from the Senior Lender. In the event the Senior
Lender, in its sole discretion, undertakes at any time or from time to time, to
provide any such information to the Subordinated Lenders, the Senior Lender
shall be under no obligation to (i) to provide any such information to the
undersigned on any subsequent occasion, (ii) to undertake any investigation not
a part of its regular business routine, or (iii) to disclose any information
which, pursuant to its usual practices, the Senior Lender wishes to maintain
confidential. The undersigned hereby agrees that all payments received by the
Senior Lender may be applied, reversed, and reapplied, in whole or in part, to
any of the Senior Debt, as the Senior Lender, in its sole discretion, deems
appropriate and assents to any extension or postponement of the time of payment
of the Senior Debt or to any other indulgence with respect thereto, to any
substitution, exchange or release of collateral which may at any time secure the
Senior Debt and to the addition or release of any Person primarily or
secondarily liable therefor.
9. Waiver of Jury Trial; Jurisdiction. (a) THE SUBORDINATED LENDERS BY THE
EXECUTION AND DELIVERY THEREOF, AND THE SENIOR LENDER BY ITS ACCEPTANCE HEREOF,
HEREBY EXPRESSLY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING
TO ENFORCE OR DEFEND ANY RIGHTS UNDER THIS AGREEMENT OR UNDER ANY AMENDMENT,
INSTRUMENT OR DOCUMENT DELIVERED OR WHICH MAY IN THE FUTURE BE DELIVERED IN
CONNECTION HEREWITH OR ARISING FROM ANY CREDIT RELATIONSHIP EXISTING IN
CONNECTION WITH THIS AGREEMENT, AND AGREES THAT ANY SUCH ACTION OR PROCEEDING
SHALL BE TRIED BEFORE A COURT NOT BEFORE A JURY.
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(b) THE SUBORDINATED LENDERS HEREBY IRREVOCABLY SUBMITS TO THE
JURISDICTION OF ANY MINNESOTA STATE OR FEDERAL COURT SITTING IN HENNEPIN OR
XXXXXX COUNTY, MINNESOTA OVER ANY ACTION OR PROCEEDING ARISING OUT OF OR
RELATING TO THIS AGREEMENT. THE SUBORDINATED LENDERS HEREBY IRREVOCABLY WAIVES,
TO THE FULLEST EXTENT THE SUBORDINATED LENDERS MAY EFFECTIVELY DO SO, THE
DEFENSE OF ANY INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR
PROCEEDING.
10. Miscellaneous. This Agreement is made under the laws of the State of
Minnesota. It cannot be waived or changed, except in writing signed by the party
to be bound thereby. The headings of the sections of this Agreement have bee
inserted for convenience of reference only and do not constitute a part of this
Agreement. All notices and other communications required or permitted under this
Agreement shall be in writing and shall be delivered, or mailed first class
postage prepaid, registered or certified mail, to the parties at the address
appearing under their signatures, or such other address as any party may specify
by written notice to the other parties. All such notices and other
communications for all purposes of this Agreement shall be treated as being
effective or having been given if delivered upon receipt or, if sent by mail as
provided above, upon the earlier of receipt of the fifth (5th) day following the
date of deposit in the United Sates Mail.
IN WITNESS WHEREOF, the Company, the Subordinated Lenders and the Senior
Lender have caused this Agreement to be signed on the date first dated above.
THE DELICIOUS FROOKIE COMPANY, INC.
By: /s/ Xxxxxx Xxxxxx
--------------------------------------
Its CFO
Address: Xxxxx 000
0000 Xxxxx Xxxx
XxxXxxxxxx, Xxxxxxxx 00000
AMERICAN PACIFIC FINANCIAL
CORPORATION, a California Corporation
By:_______________________________________
Its______________________________________
Address: 000 X. Xxxxxxxxxxx Xxxx, Xxxxx 000
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Xxx Xxxxxxxxx, Xxxxxxxxxx 00000
[Signatures Continued on Following Page]
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(b) THE SUBORDINATED LENDERS HEREBY IRREVOCABLY SUBMITS TO THE
JURISDICTION OF ANY MINNESOTA STATE OR FEDERAL COURT SITTING IN HENNEPIN OR
XXXXXX COUNTY, MINNESOTA OVER ANY ACTION OR PROCEEDING ARISING OUT OF OR
RELATING TO THIS AGREEMENT. THE SUBORDINATED LENDERS HEREBY IRREVOCABLY WAIVES,
TO THE FULLEST EXTENT THE SUBORDINATED LENDERS MAY EFFECTIVELY DO SO, THE
DEFENSE OF ANY INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR
PROCEEDING.
10. Miscellaneous. This Agreement is made under the laws of the State of
Minnesota. It cannot be waived or changed, except in writing signed by the party
to be bound thereby. The headings of the sections of this Agreement have bee
inserted for convenience of reference only and do not constitute a part of this
Agreement. All notices and other communications required or permitted under this
Agreement shall be in writing and shall be delivered, or mailed first class
postage prepaid, registered or certified mail, to the parties at the address
appearing under their signatures, or such other address as any party may specify
by written notice to the other parties. All such notices and other
communications for all purposes of this Agreement shall be treated as being
effective or having been given if delivered upon receipt or, if sent by mail as
provided above, upon the earlier of receipt of the fifth (5th) day following the
date of deposit in the United Sates Mail.
IN WITNESS WHEREOF, the Company, the Subordinated Lenders and the Senior
Lender have caused this Agreement to be signed on the date first dated above.
THE DELICIOUS FROOKIE COMPANY, INC.
By:_______________________________________
Its______________________________________
Address: Xxxxx 000
0000 Xxxxx Xxxx
XxxXxxxxxx, Xxxxxxxx 00000
AMERICAN PACIFIC FINANCIAL
CORPORATION, a California Corporation
By: /s/ Xxxxxx X. Xxxx
--------------------------------------
Its Vice President
Address: 000 X. Xxxxxxxxxxx Xxxx, Xxxxx 000
Xxx Xxxxxxxxx, Xxxxxxxxxx 00000
[Signatures Continued on Following Page]
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XXXXX XXXXXXX
/s/ Xxxxx Xxxxxxx
------------------------------------------
------------------------------------------
Address: 000 X. Xxxxxxxxxxx Xxxx, Xxxxx 000
Xxx Xxxxxxxxx, Xxxxxxxxxx 9240
XXXXXXX FOODS, L.L.C.
By: /s/ Xxxxxx X. Xxxx
--------------------------------------
Its Managing Member
Address: 000 X. Xxxxxx Xxxxx
Xxxxxxx, Xxxxxxxx 00000
U.S. BANCORP REPUBLIC COMMERCIAL
FINANCE, INC. f.k.a. REPUBLIC ACCEPTANCE
CORPORATION
By:_______________________________________
Its______________________________________
Address: 0000 Xxxxxxx Xxxxxx X.X.
Xxxxxxxxxxx, Xxxxxxxxx 00000
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XXXXX XXXXXXX
------------------------------------------
------------------------------------------
Address: 000 X. Xxxxxxxxxxx Xxxx, Xxxxx 000
Xxx Xxxxxxxxx, Xxxxxxxxxx 9240
XXXXXXX FOODS, L.L.C.
By: /s/ Xxxxxx X. Xxxx
--------------------------------------
Its Managing Member
Address: 000 X. Xxxxxx Xxxxx
Xxxxxxx, Xxxxxxxx 00000
U.S. BANCORP REPUBLIC COMMERCIAL
FINANCE, INC. f.k.a. REPUBLIC ACCEPTANCE
CORPORATION
By: /s/ Xxxxx Xxxxx
--------------------------------------
Its Relationship Manager
Address: 0000 Xxxxxxx Xxxxxx X.X.
Xxxxxxxxxxx, Xxxxxxxxx 00000
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