Preview | Separation Agreement | Central Refrigerated Service, Inc.; The Jerry and Vicki Moyes Family

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Separation Agreement

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Title:

Separation Agreement

Entities:

Baldwin & Lyons, Inc.; Central Freight Lines Inc.; Central Refrigerated Service, Inc.; The Jerry and Vicki Moyes Family

Date:

2003

Size:

Preview shows 3KB of 9KB total

Price:

$34

ID:

#192804

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                              SEPARATION AGREEMENT



         THIS SEPARATION AGREEMENT (this "Agreement") is made effective as of

the 30th day of November, 2002 (the "Effective Date") by and among Central

Freight Lines, Inc., a Texas corporation ("Central Freight"), Central

Refrigerated Service, Inc., a Nebraska corporation ("Central Refrigerated"), the

Jerry and Vicki Moyes Family Trust (the "Trust"), Interstate Equipment Leasing,

Inc., an Arizona corporation ("IEL"), and Jerry Moyes individually ("Moyes,"

and, together with the Trust and IEL, the "Noteholders").



         WHEREAS, Central Freight has executed and delivered to the Trust a

promissory note dated April 22, 2002 with a principal amount of three million

one hundred four thousand dollars ($3,104,000) (the "Trust Note");



         WHEREAS, Central Freight has executed and delivered to IEL a promissory

note dated April 22, 2002 with a principal amount of four million seven hundred

thirty-two thousand eight hundred twenty-five dollars ($4,732,825) (the "IEL

Note");



         WHEREAS, Central Freight has executed and delivered to Moyes two

promissory notes dated April 22, 2002 with principal amounts of three million

five hundred thirty-four thousand five hundred sixty-three dollars ($3,534,563)

and three million three hundred thirty thousand dollars ($3,330,000) (the "Moyes

Notes");



         WHEREAS, the Trust Note, IEL Note, and Moyes Notes are secured by a

pledge of one hundred (100) shares of stock of Central Refrigerated (the

"Pledged Shares") owned by Central Freight pursuant to the terms of a Securities

Pledge Agreement dated April 22, 2002;



         WHEREAS, the parties hereto desire to cancel the Trust Note, IEL Note,

and the Moyes Notes in exchange for delivery of the Pledged Shares to the

Noteholders as set forth herein; and



         WHEREAS, in connection with the separation of Central Refrigerated from

Central Freight, and in order to adequately capitalize Central Refrigerated and

facilitate an initial public offering of securities by Central Freight, Central

Freight has agreed to pay to Central Refrigerated the sum of eight million three

hundred forty thousand five hundred fifty dollars ($8,340,550).



         NOW, THEREFORE, in consideration of the foregoing recitals and the

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