May 21, 1997
The Prudential Insurance Company
of America
c/o Prudential Capital Group
Xxx Xxxxxxxxxx Xxxxx
Xxxxx 0000
Xxxxxxx, XX 00000
Re: Second Amended and Restated Note Agreement
Gentlemen:
Reference is made to that certain Second Amended and
Restated Note Agreement by and among Xxxx X. Xxxxxxxxxx and
Son, Inc. (the "Company"), Prudential Insurance Company of
America ("Prudential") and the Purchasers (as defined
therein), as amended and supplemented from time to time
(hereinafter collectively referred to as the "Note
Agreement").
The Company has advised Prudential and the Purchasers
that it desires to change its fiscal year for accounting
purposes to a fiscal year ending on the last Thursday of
June for fiscal years commencing on or after January 1, 1997
and to amend certain provisions of the Note Agreement to
reflect such change in the Company's fiscal year.
Accordingly, this will confirm the mutual understanding
and agreement the parties to amend the Note Agreement as
follows:
1. The Definition of "Fiscal Quarter" appearing in
Section 10B of the Note Agreement is hereby amended
in its entirety to read as follows:
"Fiscal Quarter" means any quarterly fiscal
accounting period of the Company and its
Subsidiaries within a Fiscal Year consisting of
periods of five, four, and four weeks
respectively.
2. The definition of Fiscal Year appearing in Section
10B of the Note Agreement is hereby amended in its
entirety to read as follows:
"Fiscal Year" means any fiscal accounting period
of the Company and its Subsidiaries consisting of
four quarterly accounting periods of five, four,
and four weeks respectively ending on December 31,
of each year for Fiscal Years commencing prior to
January 1, 1997 and on the last Thursday of June
for Fiscal Years commencing on or after January 1,
1997; references to a Fiscal Year with a number
corresponding to any calendar year for Fiscal
Years commencing on or after January 1997 (e.g.,
the "1997 Fiscal Year") refer to the Fiscal Year
ending on the date which is the last Thursday of
June occurring during such calendar year."
This will further confirm that pursuant to Section 6I
of the Note Agreement, the Required Holders consent to the
change in the Company's Fiscal Year end.
Except as amended hereby, the Note Agreement shall
remain unchanged and in full force and effect.
In order to confirm your agreement with the foregoing,
please execute the acknowledgment in the place indicated
below.
Very truly yours,
XXXX X. XXXXXXXXXX & SON, INC.
By: /s/ Xxxx X. Xxxxxx
---------------------
Title: Executive Vice President,
Finance and Chief Financial
Officer
Acknowledged and agreed to: THE PRUDENTIAL INSURANCE
COMPANY OF AMERICA
By: /s/ Xxxx Xxxxxxxxxxx
----------------------
Title: Vice President
Dated: May 21, 1997
The undersigned acknowledge receipt of a copy of the
foregoing Amendment to Second Amended and Restated Note
Agreement, consent to the terms thereof, and ratify and
confirm their Guaranties in favor of Prudential and the
Purchasers, and all documents, instruments, and agreements
executed in connection therewith.
QUANTZ ACQUISITION CO., INC.
By: /s/ Xxxxxxx X. Xxxxxxxxx
----------------------------
Title: Assistant Secretary_
SUNSHINE NUT CO.
By: /s/ Xxxxxxx X. Xxxxxxxxx
-----------------------------
Title: Vice President
