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EXHIBIT 10.51
CONFIDENTIAL TREATMENT
TRANSITION NOTE
Portions of this exhibit have been omitted pursuant to a request for
confidential treatment filed with the Secretary of the Securities and Exchange
Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as
amended. Such portions are marked with the word "[CONFIDENTIAL]".
$5,000,000 Brattleboro, Vermont
August 10, 2000
On or before August 15, 2001 (as such date may be extended as permitted
below, the "Repayment Date"), for value received, the undersigned Borrower,
which term wherever used herein shall mean each and every signer of this Note,
promises to pay to C&S Wholesale Grocers, Inc. ("Lender") at its place of
business at Old Ferry Road, Brattleboro, Vermont 05302, or such other place as
the holder of this Note may designate, the principal sum of Five Million dollars
($5,000,000) U.S., or, if less, the outstanding principal balance of all loans
and advances made by Lender hereunder, together with accrued and unpaid interest
at the rate set forth below calculated on the basis of the actual days elapsed
and a 365-day year and a 366-day leap year.[CONFIDENTIAL], the unpaid balance of
principal and all accrued and unpaid interest hereunder shall thereupon become
due and payable without further demand or notice.
Interest shall accrue at the Prime Rate, plus 2% per annum. [CONFIDENTIAL]
The actual amount due and owing from time to time under this Note shall be
evidenced by Lender's books and records of receipts and disbursements hereunder.
Such books and records of Lender shall be presumed to be complete and accurate
and shall be deemed correct absent manifest error.
[CONFIDENTIAL]
Borrower hereby consents and expressly agrees that upon any termination of
the Supply Agreement entered into by and between Lender and Borrower, dated as
of August 3, 2000 (the "Supply Agreement"), or upon the occurrence of any "Event
of Default" under the Security Agreement, between Lender and Borrower of even
date herewith, the unpaid balance of this Note shall, at the option of the
holder hereof, at once become due and payable without further demand or notice.
Following such an event, interest shall be charged on the unpaid principal plus
accrued interest after default at the default rate of Prime Rate plus 4% per
annum, all at the option of the Lender, until the indebtedness evidenced by this
Note is paid in full. Failure to exercise any rights or remedies hereunder
shall not constitute a waiver of such right upon the occurrence of any
subsequent event giving rise to such rights or remedies. Upon the occurrence of
an event causing the acceleration of the amount due under this Note, Borrower
promises to pay all costs of collection, including reasonable attorney's fees.
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The indebtedness evidenced by this Note and any renewals or extension
thereof is secured by a first priority security interest in the assets set forth
on Schedule A of the Security Agreement. Borrower consents and agrees that all
of terms, conditions and covenants in the Security Agreement including, but not
limited to, events of default and the Lender's rights as to acceleration of the
indebtedness evidenced by this Note, are incorporated herein by reference and
made a part hereof.
This Note may be prepaid in whole or in part at any time without prepayment
penalty. Any partial prepayment shall be applied against the principal amount
outstanding and shall not postpone the due date of any subsequent payment or
change the amount of such payment. Presentment for payment, protest, notice of
protest, demand, and notice of non-payment are hereby waived by all makers,
sureties, guarantors and endorsers.
Capitalized terms not defined herein shall have the respective meanings
assigned to such term in the Supply Agreement.
If any provision of this Note should conflict with applicable law, such
conflict shall not affect any other provision which can be given effect without
the conflicting provision, and to this end the provisions of this Note are
declared to be severable. If any part of this Note is deemed ambiguous, such
ambiguity shall not be resolved against Lender simply because Lender was the
author of this Note. All rights and obligations hereunder shall be governed by
the laws of the State of New York.
IN WITNESS WHEREOF, the undersigned have executed this Note as of the date
set forth above.
BIG V SUPERMARKETS, INC.
By: /s/ James A. Toopes, Jr.
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Name: James A. Toopes, Jr.
Title: Vice Chairman
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