May 19, 1997
Teachers Insurance and Annuity Association
of America
730 Third Avenue
New York, NY 10017
Re: Amendment to Note Purchase Agreement
Gentlemen:
Reference is made to that certain Note Purchase
Agreement dated as of August 30, 1995, as amended and
supplemented from time to time (the "Note Agreement" by and
among John B. Sanfilippo & Son, Inc. (the "Company") and
Teachers Insurance and Annuity Association of America
("Teachers").
The Company has advised Teachers 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 and after January 1, 1997, and to amend the
Note Agreement to reflect such change in the Company's
fiscal year.
Accordingly, this will confirm the mutual understanding
and agreement of the parties that for fiscal years
commencing on and after January 1, 1997, the Company's
fiscal year end shall be the last Thursday of June of each
such year which change in fiscal year is hereby consented to
by Teachers.
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 acknowledgement in the place indicated below.
Very truly yours,
JOHN B. SANFILIPPO & SON, INC.
By: /s/ Gary P. Jensen
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Title: Executive Vice President,
Finance and Chief Financial
Officer
Acknowledged and agreed to: TEACHERS INSURANCE AND
ANNUITY ASSOCIATION OF AMERICA
By: /s/ Nancy F. Heller
----------------------
Title: Managing Director