XXXXXXXX COMPANY. By /s/ Xxxx X. Xxxxxxxx ------------------------------------ Name: Xxxx X. Xxxxxxxx Title: Senior Vice President-Finance and Chief Financial Officer JPMORGAN CHASE BANK, individually and as Administrative Agent, by /s/ Xxxxxx Xxxxxx ------------------------------------ Name: Xxxxxx X. Xxxxxx Title: Vice President WACHOVIA BANK, NATIONAL ASSOCIATION, individually and as Syndication Agent by /s/ Xxxxxxx Xxx Xxxxxxx ------------------------------------ Name: Xxxxxxx Xxx Xxxxxxx Title: Director BANK OF AMERICA, N.A. by /s/ Xxxxxxx X. Xxxxxxx ------------------------------------ Name: Xxxxxxx X. Xxxxxxx Title: Vice President CITICORP USA, INC. by /s/ Xxxxxx Xxxxx ------------------------------------ Name: Xxxxxx Xxxxx Title: Vice President, Citicorp, N. A. - Chicago NATIONAL CITY BANK by /s/ Xxxxxx X. Xxxxxxx ------------------------------------ Name: Xxxxxx X. Xxxxxxx Title: Senior Vice President THE BANK OF NEW YORK by /s/ Xxxxxxx X. XxXxxxxxx ------------------------------------ Name: Xxxxxxx X. XxXxxxxxx Title: Vice President KEYBANK NATIONAL ASSOCIATION by /s/ Xxxxx X. Xxxxxxx ------------------------------------ Name: Xxxxx X. Xxxxxxx Title: Vice President SUMITOMO MITSUI BANKING CORPORATION by /s/ Yas Imai ------------------------------------ Name: Yas Imai Title: Senior Vice President SUN TRUST BANK by /s/ Xxxxxxx X. Xxxxxxxxx ------------------------------------ Name: Xxxxxxx X. Xxxxxxxxx Title: Managing Director XXXXX FARGO BANK NATIONAL ASSOCIATION by /s/ Xxxxxx X. Xxxxxxx ------------------------------------ Name: Xxxxxx X. Xxxxxxx Title: Vice President by /s/ Xxxxx Xxxxxx ------------------------------------ Name: Xxxxx Xxxxxx Title: Vice President ABN AMRO BANK N.V. by /s/ Xxxxx X.Xxxxxxx ------------------------------------ Name: Xxxxx Xxxxxxx Title: Assistant Vice President by /s/ Xxxxxxx Xxxxxxxx ------------------------------------ Name: Xxxxxxx Xxxxxxxx Title: Assistant Vice President FIFTH THIRD BANK by /s/ Xxx X. Xxxxxxx ------------------------------------ Name: Xxx X. Xxxxxxx Title: Vice President BANCO SANTANDER CENTRAL HISPANO, S.A. NEW YORK BRANCH by /s/ Xxxx Xxxxxx ------------------------------------ Name: Xxxx Xxxxxx Title: Vice President by /s/ X. Xxxxxxxxx ------------------------------------ Name: X. Xxxxxxxxx Title: Vice President
XXXXXXXX COMPANY. By: -------------------------- Name: Title: PAPETTI ELECTROHEATING CORPORATION By: -------------------------- Name: Title: WFC, INC By: -------------------------- Name: Title: WISCO FARM COOPERATIVE By: -------------------------- Name: Title: SCHEDULE A Subsidiaries of Xxxxxxx Foods, Inc. Casa Trucking, Inc. Crystal Farms Refrigerated Distribution Company Farm Fresh Foods, Inc. Farm Fresh Foods of Nevada, Inc. Kohler Mix Specialties, Inc. Kohler Mix Specialties of Connecticut, Inc. X.X. Xxxxxxxx Company Xxxxxxx Foods of Delaware, Inc. Midwest Mix, Inc. Minnesota Products, Inc. Northern Star Co. Papetti Electroheating Corporation Papetti's Hygrade Egg Products, Inc. WFC, Inc.
XXXXXXXX COMPANY. By: ----------------------------------------- Title: -------------------------------------- Selling Shareholders Named in Schedule I Hereto By: ----------------------------------------- Attorney-in-Fact Accepted in St. Louis, Missouri as of the date first above written, on behalf of ourselves and each of the several Underwriters named in Schedule II hereto.
XXXXXXXX COMPANY. By /s/ Xxxxx X. Burner ------------------- Name: Xxxxx X. Burner Title: Chairman of the Board, President and Chief Executive Officer MIDWEST ACQUISITION CORPORATION By /s/ Xxx X. Xxxxxx ----------------- Name: Xxx X. Xxxxxx Title: President and Treasurer XXXX, INC. By /s/ Xxxxxx X. Xxx ----------------- Name: Xxxxxx X. Xxx Title: President and Chief Executive Officer
XXXXXXXX COMPANY. By: -------------------------------------- --------------------------------------
XXXXXXXX COMPANY. By --------------------------------- Title: Vice President - Finance Address for Notices: c/o Xxxxxxx Foods, Inc. 000 Xxxxxxx Xxxxxxx, Suite 400 Minnetonka, Minnesota 55305 Attn: Xxxx Xxxxxx FARM FRESH FOODS, INC. By --------------------------------- Title: Chief Financial Officer and Vice President - Finance Address for Notices: c/o Xxxxxxx Foods, Inc. 000 Xxxxxxx Xxxxxxx, Suite 400 Minnetonka, Minnesota 55305 Attn: Xxxx Xxxxxx PAPETTI ELECTROHEATING CORPORATION By --------------------------------- Title: Vice President - Finance Address for Notices: c/o Xxxxxxx Foods, Inc. 000 Xxxxxxx Xxxxxxx, Suite 400 Minnetonka, Minnesota 55305 Attn: Xxxx Xxxxxx WFC, INC. By --------------------------------- Title: Vice President - Finance Address for Notices: c/o Xxxxxxx Foods, Inc. 000 Xxxxxxx Xxxxxxx, Suite 400 Minnetonka, Minnesota 55305 Attn: Xxxx Xxxxxx WISCO FARM COOPERATIVE By --------------------------------- Title: Vice President - Finance Address for Notices: c/o Xxxxxxx Foods, Inc. 000 Xxxxxxx Xxxxxxx, Suite 400 Minnetonka, Minnesota 55305 Attn: Xxxx Xxxxxx EXHIBIT H FORM OF MORTGAGE MORTGAGE, SECURITY AGREEMENT, ASSIGNMENT OF RENTS AND LEASES AND FIXTURE FILING ([STATE]) by and from [MORTGAGOR], "Mortgagor" to BANK OF AMERICA, N.A., in its capacity as Agent, "Mortgagee" Dated as of , 2003 -------------- [insert only if mortgage is capped: THE MAXIMUM PRINCIPAL INDEBTEDNESS WHICH IS SECURED BY OR WHICH BY ANY CONTINGENCY MAY BE SECURED BY THIS MORTGAGE IS $ .] --------------- Location: Municipality: County: State: THE SECURED PARTY (MORTGAGEE) DESIRES THIS FIXTURE FILING TO BE INDEXED AGAINST THE RECORD OWNER OF THE REAL ESTATE DESCRIBED HEREIN PREPARED BY, RECORDING REQUESTED BY, AND WHEN RECORDED MAIL TO: Shearman & Sterling LLP 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000-0000 Attention: Xxxxxxx X. Xxxxxxx, Esq. File #8724-373 MORTGAGE, SECURITY AGREEMENT, ASSIGNMENT OF RENTS AND LEASES AND FIXTURE FILING ([STATE]) THIS MORTGAGE, SECURITY AGREEMENT, ASSIGNMENT OF RENTS AND LEASES AND FIXTURE FILING ([STATE]) (this "Mortgage") is dated as of , 2003 -------------- by and from [MORTGAGOR], a [ ] [ ] ------------------- ------------------- ("Mortgagor"), whose address is [ ] to BANK OF AMERICA, N.A., -------------------- a national association, as administrative agent (in such capacity, "Agent") for the Secured Parties as defined in the Credit Agreement (defined below), having an address at Independence Center, 15th Floor, NC1-001-15-04, 000 Xxxxx Xxxxx Xx...
XXXXXXXX COMPANY. BE IT RESOLVED by the Village Council of the Village of Downers Grove, DuPage County, Illinois, as follows:
XXXXXXXX COMPANY. The information, estimates and projections contained in this prospectus are the conclusions of the developer (or sponsor) after consideration of the various sources noted. The developer (or sponsor) alone is responsible for these conclusions." To obtain our permission to include this statement in a prospectus we must be permitted to review the offering materials including without limitation the identity and backgrounds of all principals, the description of the project, the market and financial projections utilized, and the text of the materials. We will be compensated at our then current hourly rates for the time required to conduct such reviews and to provide our consent. In no case does this permission include or imply the right to specifically cite the conclusions or recommendations of our report in such a document. Acceptance Procedures We have previously provided background information about X. X. Xxxxxxxx & Company's qualifications to do this work. We appreciate the opportunity to present this proposal to you. We are very excited about the prospect of working with you to bring about the redevelopment of this crucial site in your downtown. Please call me with any questions regarding this proposal or our services. To indicate your acceptance of this proposal, please sign the enclosed copy, and return it to us as authorization for us to proceed. Sincerely, X.X. Xxxxxxxx & Company Xxxxxxx X. Xxxxxxxx Xxxxxxx X. Xxxxxxxx, AICP, CRE President Accepted: Signature Date Name Title Village of Downers Grove Development Advisory Services for Xxxxxx Block Person Pres. PM Assoc. Support Task Rate $ 250 $ 135 $ 90 $ 50 1. Review Land Assembly Situation Meet With Staff 4 4 Obtain and Review Background 8 12 Progress Meeting 4 4 Sub-total Hours 36 16 20 0 0 Sub-total Dollars 6,700 4,000 2,700 - -
XXXXXXXX COMPANY. (h) As provided in the Original Agreement, (i) all expenses of the Lenders and the Agent, including reasonable attorneys' fees, incurred in connection with this Fourth Amendment, shall be paid by the Credit Parties and Xxxxxxxx; and (ii) all outstanding, unpaid previously billed fees incurred by the Agent for the services of Xxxxx & Xxxxxxx shall be paid in full.
XXXXXXXX COMPANY. By: /S/ ------------------------------------------ Xxxxxxx X. Xxxxxx Vice President and Treasurer THE XXXXXXX-XXXXXXXX COMPANY EMPLOYEE STOCK PURCHASE AND SAVINGS PLAN, acting by and through GreatBanc Trust Company, not in its individual capacity (except as expressly specified in Section 6.11 of this Agreement) but solely in its capacity as trustee of the employee stock ownership plan feature of the Trust By: /S/ ------------------------------------------ Xxxxxxx X. Xxxxxxx, Xx. Senior Vice President EXHIBIT A THIS PURCHASE MONEY NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAW AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATIONS OR AN EXEMPTION THEREFROM. PURCHASE MONEY NOTE $350,000,000 August 27, 2003 FOR VALUE RECEIVED, The Xxxxxxx-Xxxxxxxx Company Employee Stock Purchase and Savings Plan (the "Trust"), acting by and through GreatBanc Trust Company, not in its individual capacity but solely in its capacity as trustee of the employee stock ownership plan feature of the Trust, hereby promises to pay, in lawful money of the United States of America and in immediately available funds, to the order of The Xxxxxxx-Xxxxxxxx Company (the "Corporation"), at the principal offices of the Corporation at 000 Xxxxxxxx Xxxxxx, X.X., Xxxxxxxxx, XX 00000, Attn: Vice President and Treasurer, or at such other place as the Corporation shall designate in writing, the aggregate principal amount of Three Hundred and Fifty Million Dollars ($350,000,000) with interest thereon at the rate of 4.5% per annum on the unpaid balance thereof. This Purchase Money Note is issued pursuant to Section 2.02 of the Purchase Money Loan Agreement of even date herewith, between the Corporation and the Trust (the "Purchase Money Loan Agreement"), which Purchase Money Loan Agreement is incorporated herein in its entirety. All capitalized terms used herein, unless otherwise defined, shall have the meanings ascribed to them in the Purchase Money Loan Agreement. Reference is hereby made to the Purchase Money Loan Agreement for the terms and conditions under which the loan evidenced hereby was made, and under which amounts due hereunder may be prepaid, accelerated or in default. This Purchase Money Note is secured under the terms of a Purchase Money Pledge Agreement of even date herewith between the Corporation and the Trust, and the Corporation is entitled to the benefits of the security described therei...
