JOINT FILING AGREEMENT
This JOINT FILING AGREEMENT (this "Agreement") is made and entered into as
of this 11th day of May 2004, by and among Xxxxxx Acquisition Corp., an Arizona
corporation; Xxxxx X. Xxxxxx; Xxxxx X. Xxxxxx; the Xxxxxx Family Trust u/t/a
dated June 28, 1983, as amended; the Xxxxx X. Xxxxxx and Xxxxx X. Xxxxxx
Irrevocable Trust u/t/a dated December 31, 1996; the Xxxxx X. Xxxxxx Family
Trust u/t/a dated March 12, 1992, as amended; Xxxxx X. Xxxxxx Irrevocable Trust
u/t/a dated 12/31/96; and 19th Avenue/Xxxxxxxx Limited Partnership, an Arizona
limited partnership.
The parties to this Agreement hereby agree to prepare jointly and file
timely (and otherwise to deliver as appropriate) all filings on any Schedule 13E
relating to (a) their ownership (direct or otherwise) of any securities of
Xxxxxx International, Inc., a Delaware corporation; and (b) the Rule 13e-3
transaction described in that certain Schedule TO filed by SAC with the
Securities and Exchange Commission on April 30, 2004, and any and all amendments
thereto and any other document relating thereto (collectively, the "Filings")
required to be filed by them pursuant to the Securities Exchange Act of 1934, as
amended. Each party to this Agreement further agrees and covenants to the other
parties that it will fully cooperate with such other parties in the preparation
and timely filing (and other delivery) of all such Filings.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first set forth above.
XXXXXX ACQUISITION CORP., an
Arizona corporation
By:/s/ Xxxxx X. Xxxxxx
____________________________
Xxxxx X. Xxxxxx, President
/s/ Xxxxx X. Xxxxxx
____________________________
Xxxxx X. Xxxxxx
/s/ Xxxxx X. Xxxxxx
____________________________
Xxxxx X. Xxxxxx
XXXXXX FAMILY TRUST U/T/A
dated June 28, 1983, as amended
By:/s/ Xxxxx X. Xxxxxx
_______________________________
Xxxxx X. Xxxxxx, Trustee
XXXXX X. XXXXXX FAMILY
TRUST U/T/A dated March 12, 1992,
as amended
By:/s/ Xxxxx X. Xxxxxx
_______________________________
Xxxxx X. Xxxxxx, Trustee
XXXXX XXXXXX IRREVOCABLE
TRUST U/T/A dated December 31,
1996
By: Xxxxx X. Xxxxxx
________________________________
Xxxxx X. Xxxxxx, Trustee
XXXXXX IRREVOCABLE TRUST U/T/A
dated December 31, 1996
By:/s/ Xxxxx X. Xxxxxx
_______________________________
Xxxxx X. Xxxxxx, Trustee
19th AVENUE/XXXXXXXX LIMITED
PARTNERSHIP, an Arizona limited
partnership
By:/s/ Xxxxx X. Xxxxxx
_________________________________
Xxxxx X. Xxxxxx, General Partner
