EXHIBIT NO. 10.1
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 /s/XXXXXXX X. XXXX, III
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Title: Xxxxxxx X. Xxxx, III
October 18, 1996 President
