-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, TMsVHKLFCPICpAsHN+0M5m5mWOPq5Oe/FUh2pSztnQPdrqt5pBc/rkZ6L1jVhZLX kwD9KfGQqCMXpcg21oHVoA== 0000950137-97-003143.txt : 19970924 0000950137-97-003143.hdr.sgml : 19970924 ACCESSION NUMBER: 0000950137-97-003143 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19970923 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SANFILIPPO JOHN B & SON INC CENTRAL INDEX KEY: 0000880117 STANDARD INDUSTRIAL CLASSIFICATION: SUGAR & CONFECTIONERY PRODUCTS [2060] IRS NUMBER: 362419677 STATE OF INCORPORATION: DE FISCAL YEAR END: 0626 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-41863 FILM NUMBER: 97684347 BUSINESS ADDRESS: STREET 1: 2299 BUSSE RD CITY: ELK GROVE VILLAGE STATE: IL ZIP: 60007-6057 BUSINESS PHONE: 8475932300 MAIL ADDRESS: STREET 1: 2299 BUSSE RD CITY: ELK GROVE VILLAGE STATE: IL ZIP: 60007-6057 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SANFILIPPO JASPER B CENTRAL INDEX KEY: 0000935378 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: JOHN B SANFILIPPO & SON INC STREET 2: 2299 BUSSE ROAD CITY: ELK GROVE VILLAGE STATE: IL ZIP: 60007 BUSINESS PHONE: 8475932300 MAIL ADDRESS: STREET 1: 2299 BUSSE RD CITY: ELK GROVE VILLAGE STATE: IL ZIP: 60007 SC 13D/A 1 FORM 13D/A 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 5) JOHN B. SANFILIPPO & SON, INC. - -------------------------------------------------------------------------------- (NAME OF ISSUER) COMMON STOCK, PAR VALUE $.01 - -------------------------------------------------------------------------------- (TITLE OF CLASS OF SECURITIES) 800422 10 7 ------------------------------------------------------ (CUSIP NUMBER) TIMOTHY R. DONOVAN JENNER & BLOCK ONE IBM PLAZA CHICAGO, IL 60611 (312) 222-9350 - -------------------------------------------------------------------------------- (NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS) N/A ------------------------------------------------------ (DATE OF EVENT WHICH REQUIRE FILING OF THIS STATEMENT) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-(b)(3) or (4), check the following box [] 2
SCHEDULE 13 D - ----------------------------------------------------------------------------------------------------------------------------- CUSIP No. 800422 10 7 Page 2 of 7 Pages ---------------- - ----------------------------------------------------------------------------------------------------------------------------- - ----------------------------------------------------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Jasper B. Sanfilippo - ----------------------------------------------------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [] (b) [] - ----------------------------------------------------------------------------------------------------------------------------- 3 SEC USE ONLY - ----------------------------------------------------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* Not Applicable - ----------------------------------------------------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [] - ----------------------------------------------------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States ============================================================================================================================= 7 SOLE VOTING POWER NUMBER OF 1,554,776 (includes (a) 1,360,731 shares of Class A Common Stock, $.01 par value per share, SHARES held directly by Mr. Sanfilippo, (b) 163,045 shares of such Class A Common Shares of Common BENEFICIALLY Stock held by Mr. Sanfilippo as trustee, and (c) 31,000 shares of Common Stock held directly OWNED BY by Mr. Sanfilippo. The Class A Common Stock may be converted into an equal number of shares EACH of Common Stock at any time either (i) automatically upon occurrence of certain REPORTING events, or (ii) upon the holder's election.) ----------------------------------------------------------------------------------------------- PERSON 8 SHARED VOTING POWER 0 WITH ----------------------------------------------------------------------------------------------- 9 SOLE DISPOSITIVE POWER 1,554,776 ----------------------------------------------------------------------------------------------- SHARED DISPOSITIVE POWER 10 0 ============================================================================================================================= 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,554,776 - ----------------------------------------------------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [] - ----------------------------------------------------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 36.1% - ----------------------------------------------------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON IN - -----------------------------------------------------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. Page 2 of 7 3 This Amendment No. 5 to Schedule 13D (this "Amendment No. 5) is being filed by Mr. Jasper B. Sanfilippo ("Mr. Sanfilippo"). This Amendment No. 5, as more fully disclosed below, amends Mr. Sanfilippo's Amendment No. 4 to Schedule 13D ("Amendment No. 4") filed on September 13, 1996. This Amendment No. 5 relates to the Common Stock, par value $.01 per share (the "Common Stock") of John B. Sanfilippo & Son, Inc. ("JBSS"), whose principal executive officers are located at 2299 Busse Road, Elk Grove Village, Illinois 60007. ITEM 1. SECURITY AND ISSUER The information set forth under Item 1 on Mr. Sanfilippo's Amendment No. 4 remains accurate as of the date hereof. ITEM 2. IDENTITY AND BACKGROUND The information set forth under Item 2 on Mr. Sanfilippo's Amendment No. 4 remains accurate as of the date hereof. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION The information set forth under Item 3 on Mr. Sanfilippo's Amendment No. 4 remains accurate as of the date hereof. ITEM 4. PURPOSE OF TRANSACTION The information set forth under Item 4 of Mr. Sanfilippo's Amendment No. 4 remains accurate as of the date hereof except as set forth below. Paragraph (a)(iii) under Item 4 of Amendment No. 4 is deleted in its entirety and the following paragraph is substituted in lieu thereof: (iii) Mr. Sanfilippo and his wife renewed two separate loans with the American National Bank and Trust Company ("ANB") on July 29, 1997 and July 30, 1997 (the "Loan Agreements"). Under the Loan Agreements Mr. Sanfilippo pledged a total of 1,277,481 shares of John B. Sanfilippo & Son, Inc. Class A Common Stock as collateral. ANB is entitled, upon a default by Mr. Sanfilippo under the Loan Agreements, to sell the shares of Class A Common Stock pledged to it by Mr. Sanfilippo in order to satisfy Mr. Sanfilippo's loan obligations. In addition, Mr. Sanfilippo and his wife, Mrs. Sanfilippo entered into a customer agreement with Donaldson, Lufkin & Jenrette Securities Corporation ("DLJ") on or around December 11, 1992. In connection with a joint margin account established at that time by Mr. and Mrs. Sanfilippo, Mr. Sanfilippo has pledged 107,750 shares of Class A Common Stock to DLJ. DLJ is entitled, upon default by Mr. Sanfilippo, under the customer agreement, to sell the shares of pledged stock to satisfy Mr. Sanfilippo's obligations. Paragraph (d) under Item 4 of Amendment No. 4 is deleted in its entirety and the following paragraph is substituted in lieu thereof: (d) On August 1, 1996 Mr. Larry Ray resigned from the Board of Directors (and as an officer) of JBSS in order to accept employment with another company. At the 1997 annual meeting of stockholders on April 30, 1997, Mr. Ray's vacant seat was filled by Mr. Michael J. Valentine who was elected by a majority of Class A Common Stockholders. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER The information set forth under Item 5 on Mr. Sanfilippo's Amendment No. 4 remains accurate as of the date hereof. Page 3 of 7 4 ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER The information set forth under Item 6 on Mr. Sanfilippo's Amendment No. 4 remains accurate as of the date hereof except as set forth below: Paragraph (b) under Item 6 of Amendment 4 is deleted in its entirety and the following paragraph is substituted in lieu thereof: (b) Mr. Sanfilippo is the trustee of five trusts. As the trustee under these trusts Mr. Sanfilippo has the authority to vote, or to direct the vote, and to dispose, or to direct the disposition of the 163,045 shares of Class A Common Stock held in aggregate by the trusts. The following table more specifically describes each trust by identifying the name of the trust, the grantor and the beneficiary of the trust (which, with respect to a particular trust, are the same person), and the number of shares of Class A Common Stock held by each trust. Mr. Sanfilippo is the father of the beneficiary under each trust.
Trust Grantor and Beneficiary Number of Shares =============================================================================================== James J. Sanfilippo Trust Agreement, dated September 26, 1991 James J. Sanfilippo 32,609 Jasper B. Sanfilippo Trust Agreement, dated September 23, 1991 Jasper B. Sanfilippo 32,609 Lisa Ann Sanfilippo Trust Agreement, dated October 4, Lisa Ann Evon 1991 (formerly Lisa Ann Sanfilippo) 32,609 Jeffrey T. Sanfilippo Trust Agreement, dated October 7, 1991 Jeffrey T. Sanfilippo 32,609 John E. Sanfilippo Trust Agreement, dated October 2, 1991 John E. Sanfilippo 32,609
The beneficiary under each trust is paid the income of the trust, including that derived from shares of Class A Common Stock, and so much of the principal of the trust, including shares of Class A Common Stock, as Mr. Sanfilippo, as trustee, determines to be required or advisable based on certain criteria. The beneficiary under each trust has the right to receive the shares of JBSS held in trust under certain circumstances as provided in the respective trust agreements. Currently, the percentage of the shares of JBSS held in trust for the respective beneficiaries does not exceed five percent of the total number of outstanding shares of Common Stock. Jasper B. Sanfilippo Jr., Lisa Ann Evon and Jeffrey T. Sanfilippo have each pledged 32,609 shares of JBSS Class A Common Stock, as beneficiaries under their trust agreements, to the Northern Trust Company to secure for each a separate $400,000 secured revolving line of credit. The Northern Trust Company is entitled, upon default by a beneficiary under the credit agreements to sell the shares of Class A Common Stock pledged to it by the defaulting beneficiary in order to satisfy the defaulting beneficiary's loan obligations. In addition, James Sanfilippo and John Sanfilippo each pledged 32,609 shares of JBSS Class A Common Stock as beneficiaries under their trust agreements to First Star Bank Illinois to secure personal and business loans totaling in the aggregate $2,500,000. First Star Bank Illinois is entitled, upon a default by John Sanfilippo or James Sanfilippo under the loan agreements to sell the pledged shares of Class A Common Stock. Paragraph (c) under Item 6 of Amendment 4 is deleted in its entirety and the following paragraph is substituted in lieu thereof: Page 4 of 7 5 (c) On July 29, 1997 and July 30, 1997 Mr. Sanfilippo renewed loans of $150,000 and $4,219,000.01 respectively from ANB. The initial interest rate on each loan is 9%. Mr. Sanfilippo has a total of 1,277,481 shares of Class A Common Stock pledged under the two loans which mature on July 29, 1998 and July 30, 1998, respectively. The Class A Common Stock pledged as collateral secures, pursuant to the terms of the Loan Agreements, prompt payment and performance of all required actions by Mr. Sanfilippo. All payments under each loan agreement are up to date and current. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS (i) Promissory Note payable to American National Bank and Trust Company of Chicago ("ANB"), dated July 29, 1997, made by Mr. Sanfilippo in the principal face amount of $150,000. (ii) Consumer Pledge and Security Agreement by and between ANB and Mr. Sanfilippo dated July 30, 1997. (iii) Installment Note payable to ANB made by Mr. Sanfilippo in the principal face amount of $4,219,000 dated July 30, 1997. Page 5 of 7 6 SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. September 23, 1997 /s/ Jasper B. Sanfilippo - -------------------- ----------------------------------- Date Jasper B. Sanfilippo Page 6 of 7 7 EXHIBIT INDEX
Exhibit Number Document - ------- -------- 1. Promissory Note payable to American National Bank and Trust Company of Chicago ("ANB"), dated July 29, 1997, made by Mr. Sanfilippo in the principal face amount of $150,000. 2. Consumer Pledge and Security Agreement by and between ANB and Mr. Sanfilippo dated July 30, 1997. 3. Installment Note payable to ANB made by Mr. Sanfilippo in the principal face amount of $4,219,000 dated July 30, 1997.
Page 7 of 7 EX-1 2 PROMISSORY NOTE 1 [AMERICAN NATIONAL BANK LOGO] Ex.1 PROMISSORY NOTE
- -------------------------------------------------------------------------------------------- Principal Loan Date Maturity Loan No Call Collateral Account Officer Initials $150,000.00 07-29-1997 07-29-1998 19792 - -------------------------------------------------------------------------------------------- References in the shaded area are for Lender's use only and do not limit the applicability of this document to any particular loan or item. - --------------------------------------------------------------------------------------------
BORROWER: JASPER B. SANFILIPPO (SSN: ###-##-####) Lender: AMERICAN NATIONAL BANK & TRUST CO. OF CHICAGO MARIAN R. SANFILIPPO (SSN: ###-##-####) EXECUTIVE & PROFESSIONAL DIVISION 789 PLUM TREE ROAD 33 N. LASALLE STREET BARRINGTON HILLS, IL 60010 CHICAGO, IL 60690 ========================================================================================================== Principal Amount: $150,000.00 Initial Rate: 9.000% Date of Note: July 29,1997
PROMISE TO PAY. I PROMISE TO PAY TO AMERICAN NATIONAL BANK & TRUST CO. OF CHICAGO ("LENDER"), OR ORDER, IN LAWFUL MONEY OF THE UNITED STATES OF AMERICA THE PRINCIPAL AMOUNT OF ONE HUNDRED FIFTY THOUSAND & 00/100 DOLLARS ($150,000.00), TOGETHER WITH INTEREST ON THE UNPAID PRINCIPAL BALANCE FROM JULY 29, 1997 UNTIL PAID IN FULL. PAYMENT. I WILL PAY THIS LOAN IN ONE PRINCIPAL PAYMENT OF $150,000.00 PLUS INTEREST ON JULY 29, 1998. THIS PAYMENT DUE JULY 29, 1998 WILL BE FOR ALL PRINCIPAL AND ACCRUED INTEREST NOT YET PAID. IN ADDITION I WILL PAY REGULAR MONTHLY PAYMENTS OF ALL ACCRUED UNPAID INTEREST DUE AS OF EACH PAYMENT DATE, BEGINNING AUGUST 31, 1997, WITH ALL SUBSEQUENT INTEREST PAYMENTS TO BE DUE ON THE SAME DAY OF EACH MONTH AFTER THAT. I will pay Lender at Lender's address shown above or at such other place as Lender may designate in writing. Unless otherwise agreed or required by applicable law, payments will be applied first to any unpaid collection costs and any late charges, then to any unpaid interest, and any remaining amount to principal. VARIABLE INTEREST RATE. The interest rate on this Note is subject to change from time to time based on changes in an index which is the AMERICAN NATIONAL BANK & TRUST COMPANY OF CHICAGO BASE RATE (the "Index"). The Index is not necessarily the lowest rate charged by Lender on its loans and is set by Lender in its sole discretion. If the Index becomes unavailable during the term of this loan, Lender may designate a substitute index after notifying me. Lender will tell me the current Index rate upon my request. I understand that Lender may make loans based on other rates as well. The interest rate change will not occur more often than each DAY. THE INDEX CURRENTLY IS 8.500% PER ANNUM. THE INTEREST RATE TO BE APPLIED TO THE UNPAID PRINCIPAL BALANCE OF THIS NOTE WILL BE AT A RATE OF 0.500 PERCENTAGE POINTS OVER THE INDEX, RESULTING IN AN INITIAL RATE OF 9.000% PER ANNUM. NOTICE: Under no circumstances will the interest rate on this Note be more than the maximum rate allowed by applicable law. PREPAYMENT. I may pay without penalty all or a portion of the amount owed earlier than it is due. Early payments will not, unless agreed to by Lender in writing, relieve me of my obligation to continue to make payments under the payment schedule. Rather, they will reduce the principal balance due. LATE CHARGE. If a payment is 10 DAYS OR MORE LATE, I will be charged 5.000% OF THE REGULARLY SCHEDULED PAYMENT OR $10.00, WHICHEVER IS GREATER. DEFAULT. I will be in default if any of the following happens: (a) I fail to make any payment when due. (b) I break any promise I have made to Lender, or I fail to comply with or to perform when due any other term, obligation, covenant, or condition contained in this Note or any agreement related to this Note, or in any other agreement or loan I have with Lender. (c) Any representation or statement made or furnished to Lender by me or on my behalf is false or misleading in any material respect either now or at the time made or furnished. (d) I die or become insolvent, a receiver is appointed for any part of my property, I make an assignment for the benefit of creditors, or any proceeding is commenced either by me or against me under any bankruptcy or insolvency laws. (e) Any creditor tries to take any of my property on or in which Lender has a lien or security interest. This includes a garnishment of any of my accounts, including deposit accounts, with Lender. (f) Any of the events described in this default section occurs with respect to any guarantor of this Note. (g) Lender in good faith deems itself insecure. LENDER'S RIGHTS. Upon default, Lender may declare the entire unpaid principal balance on this Note and all accrued unpaid interest immediately due, without notice, and then I will pay that amount. Upon default including failure to pay upon final maturity, Lender, at its option, may also, if permitted under applicable law, increase the variable interest rate on this Note to 3.500 percentage points over the Index. The interest rate will not exceed the maximum rate permitted by applicable law. Lender may hire or pay someone else to help collect this Note if I do not pay. I also will pay Lender that amount. This includes, subject to any limits under applicable law, Lender's attorneys' fees and Lender's legal expenses whether or not there is a lawsuit, including attorneys' fees and legal expenses for bankruptcy proceedings (including efforts to modify or vacate any automatic stay or injunction), appeals, and any anticipated post-judgment collection services. If not prohibited by applicable law, I also will pay any court costs, in addition to all other sums provided by law. THIS NOTE HAS BEEN DELIVERED TO LENDER AND ACCEPTED BY LENDER IN THE STATE OF ILLINOIS. IF THERE IS A LAWSUIT, I AGREE UPON LENDER'S REQUEST TO SUBMIT TO THE JURISDICTION OF THE COURTS OF COOK COUNTY, THE STATE OF ILLINOIS. THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF ILLINOIS. RIGHT OF SETOFF. I grant to Lender a contractual possessory security interest in, and hereby assign, convey, deliver, pledge, and transfer to Lender all my right, title and interest in and to, my accounts with Lender (whether checking, savings, or some other account), including without limitation all accounts held jointly with someone else and all accounts I may open in the future, excluding however all IRA and Keogh accounts, and all trust accounts for which the grant of a security interest would be prohibited by law. I authorize Lender, to the extent permitted by applicable law, to charge or setoff all sums owing on this Note against any and all such accounts. GENERAL PROVISIONS. Lender may delay or forgo enforcing any of its rights or remedies under this Note without losing them. I and any other person who signs guarantees or endorses this Note, to the extent allowed by law, waive presentment, demand for payment protest and notice of dishonor. Upon any change in the terms of this Note, and unless otherwise expressly stated in writing, no party who signs this Note, whether as maker, guarantor, accommodation maker or endorser, shall be released from liability. All such parties agree that Lender may renew or extend (repeatedly and for any length of time) this loan, or release any party or guarantor or collateral; or impair, fail to realize upon or perfect Lender's security interest in the collateral. All such parties also agree that Lender may modify this loan without the consent of or notice to anyone other than the party with whom the modification is made. The obligations under this Note are joint and several. This means that the words "I", "me", and my" mean each and all of the persons signing below. PRIOR TO SIGNING THIS NOTE, I, AND EACH OF US, READ AND UNDERSTOOD ALL THE PROVISIONS OF THIS NOTE, INCLUDING THE VARIABLE INTEREST RATE PROVISIONS. I, AND EACH OF US, AGREE TO THE TERMS OF THE NOTE AND ACKNOWLEDGE RECEIPT OF A COMPLETED COPY OF THE NOTE. BORROWER: x /s/ Jasper B. Sanfilippo x /s/ Marian R. Sanfilippo ----------------------------- ---------------------------- Jasper B. Sanfilippo Marian R. Sanfilippo =============================================================================== EX-2 3 CONSUMER PLEDGE 1 [AMERICAN NATIONAL BANK LOGO] Ex.2 CONSUMER PLEDGE AND SECURITY AGREEMENT
- -------------------------------------------------------------------------------------------- Principal Loan Date Maturity Loan No Call Collateral Account Officer Initials $4,219,000.01 07-30-1997 07-30-1998 19792 - -------------------------------------------------------------------------------------------- References in the shaded area are for Lender's use only and do not limit the applicability of this document to any particular loan or item. - --------------------------------------------------------------------------------------------
BORROWER: JASPER B. SANFILIPPO (SSN: ###-##-####) LENDER: AMERICAN NATIONAL BANK & TRUST CO. OF CHICAGO MARIAN R. SANFILIPPO (SSN: ###-##-####) EXECUTIVE & PROFESSIONAL DIVISION 789 PLUM TREE ROAD 33 N. LASALLE STREET BARRINGTON HILLS, IL 60010 CHICAGO IL 60690 ==========================================================================================================
THIS CONSUMER PLEDGE AND SECURITY AGREEMENT IS ENTERED INTO BETWEEN JASPER B. SANFILIPPO AND MARIAN R. SANFILIPPO (REFERRED TO BELOW AS "I"); AND AMERICAN NATIONAL BANK & TRUST CO. OF CHICAGO (REFERRED TO BELOW AS "LENDER"). GRANT OF SECURITY INTEREST. TO SECURE THE INDEBTEDNESS DESCRIBED BELOW (INCLUDING ALL OBLIGATIONS UNDER THE NOTE AND THIS AGREEMENT), I GRANT TO LENDER A SECURITY INTEREST IN ALL OF THE PROPERTY DESCRIBED BELOW. I UNDERSTAND THAT THE FOLLOWING STATEMENTS SET FORTH MY RESPONSIBILITIES AND LENDER'S RIGHTS CONCERNING THE PROPERTY. I AGREE AS FOLLOWS: DEFINITIONS. When the following words are used in this Agreement, I understand they will have the following meanings: AGREEMENT. The word "Agreement" means this Consumer Pledge and Security Agreement, as this Consumer Pledge and Security Agreement may be amended or modified from time to time, together with all exhibits and schedules attached to this Consumer Pledge and Security Agreement from time to time. I. The word "I" means Jasper B. Sanfilippo and Marian R. Sanfilippo. Income. The word "Income" means all income, earnings and proceeds from the Property, including all payments, interest, profits, rights, options, dividends, stock dividends, increases, proceeds of any insurance on the Property, shares of stock issued in exchange for shares included in the Property, and all other property given in exchange or substitution for the Property. INDEBTEDNESS. The word "Indebtedness" means the indebtedness evidenced by the Note described below, including all principal and interest, together with all other amounts and costs and expenses for which I am responsible under this Agreement or under any other agreement with Lender pertaining to the loan. LENDER. The word "Lender" means American National Bank & Trust Co. of Chicago, its successors and assigns. The words "successors or assigns" mean any person or company which acquires all or any part of Lender's interest in the Note. Note. The word "Note" means the promissory note or credit agreement executed by me in the principal amount of $4,219,000.01 dated July 30, 1997, together with all renewals of, extensions of, modifications of, refinancings of, consolidations of, and substitutions for the note or credit agreement. Obligor. The word "Obligor" means each and every person or company that is obligated to pay money or to perform some other act under the Property, such as the person who pays dividends on stock. PROPERTY. THE WORD "PROPERTY" MEANS THE FOLLOWING SPECIFICALLY DESCRIBED PROPERTY, WHICH I HAVE DELIVERED OR WILL DELIVER (OR WILL CAUSE TO BE DELIVERED) IMMEDIATELY TO LENDER, TOGETHER WITH ALL INCOME AS DEFINED ABOVE: 1277481.000 shares of John B. Sanfilippo & Son, Inc. Common Stock RIGHT OF SETOFF. I grant to Lender a contractual possessory security interest in, and hereby assign, convey, deliver, pledge and transfer to Lender, all my right, title and interest in and to all my accounts with Lender (whether checking, savings, or some other account). This includes all accounts I hold jointly with someone else and all accounts I may open in the future. However, this does not include any IRA or Keogh accounts, or any trust accounts for which the grant of a security interest would be prohibited by law. I authorize Lender, to the extent permitted by applicable law, to charge or setoff all sums owing on the Indebtedness against any and all such accounts. REPRESENTATIONS AND PROMISES WITH RESPECT TO THE PROPERTY. I represent and promise to Lender that: Ownership. I am the lawful owner of the Property. The Property is free of all loans, liens, mortgages, and claims of others except for those I have disclosed to Lender in writing, and which have been accepted by Lender, prior to my signing of this Agreement. RIGHT TO PLEDGE. I have the full right, power and authority to enter into this Agreement and to grant a security interest in the Property to Lender. NO FURTHER TRANSFER. I have not and will not sell, transfer, mortgage, or otherwise dispose of any of my rights in the Property except as allowed in this Agreement. No Defaults. There are no defaults existing under the Property, and there are no offsets or counterclaims to the same. I will strictly and promptly do everything required of me under all the terms, conditions, promises, and agreements contained in or relating to the Property. LENDER'S RIGHTS AND OBLIGATIONS WITH RESPECT TO THE PROPERTY. Lender may hold the Property until all Indebtedness has been paid. Thereafter Lender may deliver the Property to me or to any other owner of the Property. Lender will have the following rights in addition to all other rights Lender may have by law: MAINTENANCE AND PROTECTION OF PROPERTY. Lender may do such things as it thinks necessary or desirable to protect, maintain, insure, store, or care for the Property, including paying of any liens or claims against the Property. This may include such things as hiring other people, such as attorneys, appraisers or other experts. Lender may charge me for any cost incurred in so doing. When applicable law provides more than one method of perfection of Lender's security interest, Lender may choose the method(s) to be used. If the Property consists of stocks, bonds or other securities for which no certificate has been issued, I agree, at lender's request, either to request issuance of an appropriate certificate or to give instructions on Lender's forms to the issuer, transfer agent, mutual fund company, or broker, as the case may be, to record on its books or records Lender's security interest in the Property. INCOME FROM THE PROPERTY. Lender may receive all Income and add it to the Property held by Lender under this Agreement. If I receive any Income from the Property, and if Lender requires me to do so, I immediately will advise Lender. If Lender requests, I will deliver the Income to Lender immediately upon my receipt in the exact form received. Unless permitted by Lender, I will not mix the Income with any of my accounts or 2 PAGE 2 CONSUMER PLEDGE AND SECURITY AGREEMENT (Continued) =============================================================================== other property, and if required by Lender, I will deliver the Income to Lender whether the Income is an addition to, in discharge of, in substitution of, or in exchange for any of the Property. APPLICATION OF CASH. Lender, at its option, may apply any cash (whether included in the Property or received as Income or proceeds of a sale of any of the Property) to the payment of part or all of the Indebtedness, whether or not the Indebtedness is then due. MODIFYING THE INDEBTEDNESS. Lender may (a) extend time for payment or other performance, (b) grant a renewal or change, or (c) compromise or release any obligation, with any one or more Borrowers, endorsers, or guarantors of the Indebtedness, as Lender deems advisable, without obtaining my prior written consent. No such act or failure to act will affect Lender's rights against me or the Property. ALL PROPERTY SECURES INDEBTEDNESS. All Property will be security for the Indebtedness, whether the Property is located at one or more offices or branches of Lender. This will be the case whether or not the office or branch where I obtained my loan knows about the Property or relies upon the Property as security. COLLECTION OF PROPERTY. Lender at its option may, but need not, collect the Income directly from the Obligors. I authorize and direct the Obligors, if Lender decides to collect the Income, to pay and deliver to Lender all Income from the Property and to accept Lender's receipt for the payments. POWER OF ATTORNEY. I appoint Lender as my attorney-in-fact, with full power to act for me. This power of attorney will remain in effect until all Indebtedness is paid in full. Lender, as my attorney-in-fact, may among other things (a) demand, collect, receive, receipt for, sue and recover all Income which may now or hereafter become due, owing or payable from the Obligors in accordance with the terms of the Property; (b) execute, sign and endorse any and all instruments, receipts, checks, drafts and warrants issued as Income or in payment for the Property; (c) settle or compromise any and all claims arising under the Property and, in my place and name, execute and deliver its release and acquittance for me; (d) file any claim or claims or take any action or institute or take part in any proceedings, either in Lender's own name or in my name, or otherwise, which in Lender's opinion may seem to be necessary or advisable; and (e) execute in my name and deliver to the Obligors on my behalf, at the time and in the manner specified by the Property, any necessary instruments or documents. LENDER'S EXPENDITURES. All expenditures made by Lender under this Agreement will become a part of the Indebtedness secured by this Agreement. All expenses incurred or paid by Lender for such purposes will then bear interest at the rate charged under the Note from the date incurred or paid by Lender to the date of repayment by me. All such expenses, at Lender's option, will (a) be payable on demand, (b) be added to the balance of the Note and be apportioned among and be payable with any installment payments to become due during either (i) the term of any applicable insurance policy or (ii) the remaining term of the Note, or (c) be treated as a balloon payment which will be due and payable at the Note's maturity. This Agreement also will secure payment of these amounts. LIMITATIONS ON OBLIGATIONS OF LENDER. Lender will use ordinary reasonable care in the physical preservation and custody of the Property in Lender's possession, but will have no other obligation to protect the Property or its value. Lender will not be responsible for (a) collecting or protecting any Income from the Property; (b) preserving rights against parties to the Property or against third persons; (c) ascertaining any maturities, calls, conversions, exchanges, offers, tenders, or similar matters relating to any of the Property; or (d) informing me about any of these matters, whether or not Lender has or is deemed to have knowledge of such matters. Except as provided above, Lender will have no responsibility or liability whatsoever for any deterioration or decrease in the value of the Property. DEFAULT. I WILL BE IN DEFAULT IF ANY OF THE FOLLOWING HAPPENS: (a) I fail to make any payment when due on the Indebtedness. (b) I break any promise made to Lender in this Agreement or in any other agreement or loan with Lender. (c) I die, become insolvent, or file a petition in bankruptcy or similar proceedings, or am adjudged bankrupt. (d) Any creditor or governmental agency tries to take any of the Property. This includes the taking or garnishment of any of my accounts with Lender. (e) Lender deems itself insecure. (f) Any of the events described above in this default section happens to any guarantor of any of the Indebtedness. RIGHTS AND REMEDIES ON DEFAULT. If I am in default under this Agreement, Lender may do any or all of the following: ACCELERATE INDEBTEDNESS. Declare all Indebtedness immediately due and payable, subject to any cure and notice provisions required by law, without notice. COLLECT THE PROPERTY. Collect any of the Property, and, at Lender's option and to the extent permitted by applicable law; retain possession of the Property while suing on the Indebtedness. SELL THE PROPERTY. Sell the Property, at Lender's discretion, as a unit or in parcels, at one or more public or private sales. Unless the Property is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, Lender will give or mail to me notice at least ten (10) days in advance of the time and place of public sale, or of the date after which private sale may be made. I agree that any requirement of reasonable notice is satisfied if Lender mails notice by ordinary mail addressed to me at the last address I have given Lender in writing. If public sale is held, there will be sufficient compliance with all requirements of notice to the public by a single publication in any newspaper of general circulation in the county where the Property is located. The notice will set forth the time and place of sale and a brief description of the property to be sold. Lender may be a purchaser at any public sale. REGISTER SECURITIES. Register any securities included in the Property in Lender's name and exercise any rights normally of an owner of securities. SELL SECURITIES. Sell any securities included in the Property in a manner consistent with applicable federal and state securities laws. If, because of restrictions under such laws, Lender is unable, or believes it is unable, to sell the securities in an open market transaction, I agree that Lender will have no obligation to delay sale until the securities can be registered. Then Lender may make a private sale to one or more persons or to a restricted group of persons, even though such sale may result in a price that is less favorable than might be obtained in an open market transaction. Such a sale will be considered commercially reasonable. If any securities held as Property are "restricted securities" as defined in the Rules of the Securities and Exchange Commission (such as Regulation D or Rule 144) or the rules of state securities departments under state "Blue Sky" laws, or if I or any other owner of the Property is an affiliate of the issuer of the securities, I agree that neither I, nor any member of my family, nor any other person signing this Agreement will sell or dispose of any securities of such issuer without obtaining Lender's prior written consent. TRANSFER TITLE. Transfer title to the Property upon the sale of all or part of the Property. For this purpose, I irrevocably appoint Lender as my attorney-in-fact to execute such endorsements, assignments and instruments in my name as Lender in its judgment may think to be necessary or reasonable. OTHER RIGHTS AND REMEDIES. Exercise any or all of the rights and remedies of a secured creditor under the provisions of the Uniform Commercial Code, at law, in equity, or otherwise. APPLICATION OF PROCEEDS. Apply any cash which is part of the Property or Income or which is received from the collection or sale of the Property as follows: (a) to reimbursement of Lender's expenses incurred in connection with the collection and sale of the Property, such as Lender's attorneys' fees and court costs, costs of securities registration or commissions incurred in connection with a sale, and other costs of sale; (b) to the payment of the Indebtedness; and (c) any excess funds to be paid to me or to any other Borrower as our interests may appear. I agree, to the extent permitted by law, to pay any deficiency remaining after application of the proceeds of the Property to the Indebtedness. Cumulative Remedies. All of Lender's rights and remedies will be cumulative and may be exercised alone or together. An election by Lender to 3 CONSUMER PLEDGE AND SECURITY AGREEMENT PAGE 3 (Continued) ================================================================================ choose any one remedy will not bar Lender from using any other remedy. If Lender decides to spend money or to perform any of my obligations under this Agreement, after my failure to do so, that decision by Lender will not affect Lender's right to declare me in default and to exercise its remedies. MISCELLANEOUS PROVISIONS. The following miscellaneous provisions are a part of this Agreement: AMENDMENTS AND INTERPRETATION. (a) What is written in this Agreement is my entire agreement with Lender concerning the Property. This Agreement may not be changed except by another written agreement between us. (b) If more than one person signs below, our obligations are joint and several. This means that the words "I," "me," and "my" mean each and every person or entity signing this Agreement, and that, if Lender brings a lawsuit, Lender may sue any one or more of us. (c) The names given to paragraphs or sections in this Agreement are for convenience purposes only. They are not to be used to interpret or define the provisions of this Agreement. (d) I agree that this Agreement is the best evidence of my agreements with Lender. If a court finds that any provision of this Agreement is not valid or should not be enforced, that fact by itself will not mean that the rest of this Agreement will not be valid or enforced. Therefore, a court will enforce the rest of the provisions of this Agreement even if a provision of this Agreement may be found to be invalid or unenforceable. APPLICABLE LAW. THIS AGREEMENT HAS BEEN DELIVERED TO LENDER AND ACCEPTED BY LENDER IN THE STATE OF ILLINOIS. IF THERE IS A LAWSUIT, I AGREE UPON LENDER'S REQUEST TO SUBMIT TO THE JURISDICTION OF THE COURTS OF COOK COUNTY, THE STATE OF ILLINOIS. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF ILLINOIS. ATTORNEYS' FEES AND OTHER COSTS. If Lender hires or pays money to someone else to help enforce this Agreement or to collect any Indebtedness, I will pay that amount. This amount includes Lender's attorneys' fees and Lender's legal expenses whether or not there is a lawsuit, including attorneys' fees and legal expenses for bankruptcy proceedings (and including efforts to modify or vacate any automatic stay or injunction), appeals, and any anticipated post-judgment collection services. I will also pay court costs. in addition to all other sums provided by law. This Agreement also secures all of these amounts. FINANCING STATEMENTS. At Lender's request, I will promptly sign all other documents, such as financing statements and certificates of title, to perfect, protect, and continue Lender's security interest in the Property. This includes making sure Lender is shown as the first and only security interest holder on the title covering the Property. I will pay all filing fees, title transfer fees, and other fees and costs involved unless prohibited by law or unless Lender is required by law to pay such fees and costs. I irrevocably appoint Lender as my attorney-in-fact to execute financing statements and documents of title in my name and to execute all documents necessary to transfer title if there is a default. Lender may file a copy of this Agreement as a financing statement. If I change my name or obtain a new Social Security Number, or if the name or Social Security Number of any person granting a security interest under this Agreement changes, I will promptly notify the Lender of such change. NOTICES. I understand that all notices when required to be given under this Agreement, whether from Lender to me or from me to Lender, must be given in writing. Notices may be sent by telefacsimile, and will not be effective until actually delivered, or when deposited with a nationally recognized overnight courier or when deposited in the United States mail, first class, postage prepaid, addressed to the party to whom the notice is to be given at the address shown above. Any person may change his or her address for notices under this Agreement by giving formal written notice to the other person or persons, specifying that the purpose of the notice is to change the person's address. I agree that, to the extent permitted by law, if there is more than one person signing this Agreement, Lender may give notice to any one of us and that will be considered as giving notice to all of us unless the law requires notice to all signers. It will be our responsibility to tell the others of the notice from Lender. For this purpose, I agree to keep Lender informed at all times of my current address. WAIVER. I understand Lender will not give up any of its rights under this Agreement unless it does so in writing. The fact that Lender delays or omits to exercise any right will not mean that Lender has given up that right. If Lender does agree in writing to give up one of its rights, that does not mean I will not have to comply with the other provisions of this Agreement. I also understand that if Lender does consent to a request, that does not mean that I will not have to get Lender's consent again if the situation happens again. I further understand that just because Lender consents to one or more of my requests, that does not mean Lender will be required to consent to any of my future requests. I waive presentment, demand for payment, protest, and notice of dishonor. I HAVE READ AND UNDERSTOOD ALL THE PROVISIONS OF THIS CONSUMER PLEDGE AND SECURITY AGREEMENT AND AGREE TO ITS TERMS. THIS AGREEMENT IS DATED JULY 30,1997. GRANTOR: x /s/ Jasper B. Sanfilippo x /s/ Marian R. Sanfilippo ----------------------------- ------------------------------ Jasper B. Sanfilippo Marian R. Sanfilippo ================================================================================ EX-3 4 INSTALLMENT NOTE 1 EX.3 [AMERICAN NATIONAL BANK LOGO] PROMISSORY NOTE
- -------------------------------------------------------------------------------------------- Principal Loan Date Maturity Loan No Call Collateral Account Officer Initials $4,219,000.01 07-30-1997 07-30-1998 19792 - -------------------------------------------------------------------------------------------- References in the shaded area are for Lender's use only and do not limit the applicability of this document to any particular loan or item. - --------------------------------------------------------------------------------------------
BORROWER: JASPER B. SANFILIPPO (SSN: ###-##-####) LENDER: AMERICAN NATIONAL BANK & TRUST CO. OF CHICAGO MARIAN R. SANFILIPPO (SSN: ###-##-####) EXECUTIVE & PROFESSIONAL DIVISION 789 PLUM TREE ROAD 33 N. LAsALLE STREET BARRINGTON HILLS, IL 60010 CHICAGO, IL 60690 ========================================================================================================= PRINCIPAL AMOUNT: $4,219,000.01 INITIAL RATE: 9.000% DATE OF NOTE: JULY 30,1997
PROMISE TO PAY. I PROMISE TO PAY TO AMERICAN NATIONAL BANK & TRUST CO. OF CHICAGO ("LENDER"), OR ORDER, IN LAWFUL MONEY OF THE UNITED STATES OF AMERICA, THE PRINCIPAL AMOUNT OF FOUR MILLION TWO HUNDRED NINETEEN THOUSAND & 01/100 DOLLARS ($4,219,000.01), TOGETHER WITH INTEREST ON THE UNPAID PRINCIPAL BALANCE FROM JULY 30, 1997, UNTIL PAID IN FULL. THE INTEREST RATE WILL NOT INCREASE ABOVE 18.000%. PAYMENT. SUBJECT TO ANY PAYMENT CHANGES RESULTING FROM CHANGES IN THE INDEX, I WILL PAY THIS LOAN IN 3 PRINCIPAL PAYMENTS OF $152,500.00 EACH AND ONE FINAL PRINCIPAL AND INTEREST PAYMENT OF $3,845,901.89. MY FIRST PRINCIPAL PAYMENT IS DUE OCTOBER 30, 1997, AND ALL SUBSEQUENT PRINCIPAL PAYMENTS ARE DUE ON THE SAME DAY OF EACH QUARTER AFTER THAT. IN ADDITION, I WILL PAY REGULAR QUARTERLY PAYMENTS OF ALL ACCRUED UNPAID INTEREST DUE AS OF EACH PAYMENT DATE. MY FIRST INTEREST PAYMENT IS DUE OCTOBER 30, 1997, AND ALL SUBSEQUENT INTEREST PAYMENTS ARE DUE ON THE SAME DAY OF EACH QUARTER AFTER THAT. MY FINAL PAYMENT DUE JULY 30, 1998, WILL BE FOR ALL PRINCIPAL AND ACCRUED INTEREST NOT YET PAID. I will pay Lender at Lender's address shown above or at such other place as Lender may designate in writing. Unless otherwise agreed or required by applicable law, payments will be applied first to any unpaid collection costs and any late charges, then to any unpaid interest, and any remaining amount to principal. VARIABLE INTEREST RATE. The interest rate on this Note is subject to change from time to time based on changes in an index which is the AMERICAN NATIONAL BANK & TRUST COMPANY OF CHICAGO BASE RATE (the "Index"). The Index is not necessarily the lowest rate charged by Lender on its loans and is set by Lender in its sole discretion. If the Index becomes unavailable during the term of this loan, Lender may designate a substitute index after notifying me. Lender will tell me the current Index rate upon my request. I understand that Lender may make loans based on other rates as well. The interest rate change will not occur more often than each DAY. THE INDEX CURRENTLY IS 8.500% PER ANNUM. THE INTEREST RATE TO BE APPLIED TO THE UNPAID PRINCIPAL BALANCE OF THIS NOTE WILL BE AT A RATE OF 0.500 PERCENTAGE POINTS OVER THE INDEX, ADJUSTED IF NECESSARY FOR THE MAXIMUM RATE LIMITATION DESCRIBED BELOW, RESULTING IN AN INITIAL RATE OF 9.000% PER ANNUM. NOTWITHSTANDING ANY OTHER PROVISION OF THIS NOTE, THE VARIABLE INTEREST RATE OR RATES PROVIDED FOR IN THIS NOTE WILL BE SUBJECT TO THE FOLLOWING MAXIMUM RATE. NOTICE: Under no circumstances will the interest rate on this Note be more than (except for any higher default rate shown below) the lesser of 18.000% per annum or the maximum rate allowed by applicable law. PREPAYMENT. I may pay without penalty all or a portion of the amount owed earlier than it is due. Early payments will not, unless agreed to by Lender in writing, relieve me of my obligation to continue to make payments under the payment schedule. Rather, they will reduce the principal balance due and may result in me making fewer payments. LATE CHARGE. If a payment is 10 DAYS OR MORE LATE, I WILL BE CHARGED 5.000% OF THE REGULARLY SCHEDULED PAYMENT OR $10.00, WHICHEVER IS GREATER. DEFAULT. I will be in default if any of the following happens: (a) I fail to make any payment when due. (b) I break any promise I have made to Lender, or I fail to comply with or to perform when due any other term, obligation, covenant, or condition contained in this Note or any agreement related to this Note, or in any other agreement or loan I have with Lender. (c) Any representation or statement made or furnished to Lender by me or on my behalf is false or misleading in any material respect either now or at the time made or furnished. (d) I die or become insolvent, a receiver is appointed for any part of my property, I make an assignment for the benefit of creditors, or any proceeding is commenced either by me or against me under any bankruptcy or insolvency laws. (e) Any creditor tries to take any of my property on or in which Lender has a lien or security interest. This includes a garnishment of any of my accounts, including deposit accounts, with Lender. (f) Any of the events described in this default section occurs with respect to any guarantor of this Note. (g) Lender in good faith deems itself insecure. LENDER'S RIGHTS. Upon default, Lender may declare the entire unpaid principal balance on this Note and all accrued unpaid interest immediately due, without notice, and then I will pay that amount. Upon default, including failure to pay upon final maturity, Lender, at its option, may also, if permitted under applicable law, increase the variable interest rate on this Note to 3.500 percentage points over the Index. The interest rate will not exceed the maximum rate permitted by applicable law. Lender may hire or pay someone else to help collect this Note if I do not pay. I also will pay Lender that amount. This includes, subject to any limits under applicable law, Lender's attorneys' fees and Lender's legal expenses whether or not there is a lawsuit, including attorneys' fees and legal expenses for bankruptcy proceedings (including efforts to modify or vacate any automatic stay or injunction), appeals, and any anticipated post-judgment collection services. If not prohibited by applicable law, I also will pay any court costs, in addition to all other sums provided by law. THIS NOTE HAS BEEN DELIVERED TO LENDER AND ACCEPTED BY LENDER IN THE STATE OF ILLINOIS. IF THERE IS A LAWSUIT, I AGREE UPON LENDER'S REQUEST TO SUBMIT TO THE JURISDICTION OF THE COURTS OF COOK COUNTY, THE STATE OF ILLINOIS. THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF ILLINOIS. RIGHT OF SETOFF. I grant to Lender a contractual possessory security interest in, and hereby assign, convey, deliver, pledge, and transfer to Lender all my right, title and interest in and to, my accounts with Lender (whether checking, savings, or some other account), including without limitation all accounts held jointly with someone else and all accounts I may open in the future, excluding however all IRA and Keogh accounts, and all trust accounts for which the grant of a security interest would be prohibited by law. I authorize Lender, to the extent permitted by applicable law, to charge or setoff all sums owing on this Note against any and all such accounts. COLLATERAL. This Note is secured by 1,277,481 shares of John B. Sanfilippo & Son, Inc. Common Stock held in American National Bank Safekeeping Account #480656. GENERAL PROVISIONS. Lender may delay or forgo enforcing any of its rights or remedies under this Note without losing them. I and any other person who signs, guarantees or endorses this Note, to the extent allowed by law, waive presentment, demand for payment, protest and notice of dishonor. Upon any change in the terms of this Note, and unless otherwise expressly stated in writing, no party who signs this Note, whether as maker, guarantor, accommodation maker or endorser, shall be released from liability. All such parties agree that Lender may renew or extend (repeatedly and for any length of time) this loan, or release any party or guarantor or collateral; or impair, fail to realize upon or perfect Lender's security interest in the collateral. All such parties also agree that Lender may modify this loan without the consent of or notice to anyone other than the party with whom the modification is made. The obligations under this Note are joint and several. This means that the words "I", "me", and "my", mean each and all of the persons signing below. PRIOR TO SIGNING THIS NOTE, I, AND EACH OF US, READ AND UNDERSTOOD ALL THE PROVISIONS OF THIS NOTE, INCLUDING THE VARIABLE INTEREST RATE PROVISIONS. I, AND EACH OF US, AGREE TO THE TERMS OF THE NOTE AND ACKNOWLEDGE RECEIPT OF A COMPLETED COPY OF THE NOTE. BORROWER: x /s/ Jasper B. Sanfilippo x /s/ Marian R. Sanfilippo ------------------------- --------------------------- Jasper B. Sanfilippo Marian R. Sanfilippo ================================================================================ -----END PRIVACY-ENHANCED MESSAGE-----