LIMITED WAIVER
THIS LIMITED WAIVER, (this "Waiver"), dated as of
September 22, 1993, relates to that certain Credit Agreement
dated as of October 12, 1988, and amended and restated as of
September 14, 1989 among Kash n' Karry Food Stores, Inc.
("Borrower"), the Senior Lenders (as defined in the Credit
Agreement) and Bank of America National Trust and Savings
Association (as successor in interests to Security Pacific
National Bank) as agent for the Senior Lenders (in such capacity,
the "Agent"), as amended by a First Amendment to Amended and
Restated Credit Agreement and Limited Waiver dated as of December
28, 1989, a Second Amendment to Amended and Restated Credit
Agreement dated as of July 10, 1990, a Third Amendment to Amended
and Restated Credit Agreement dated as of November 27, 1990, a
Fourth Amendment to Amended and Restated Credit Agreement and
Limited Waiver dated as of November 25, 1991, a Fifth Amendment
to Amended and Restated Credit Agreement and Limited Waiver and
Instruction dated as of January 29, 1992, and a Sixth Amendment
to Credit Agreement dated as of January 4, 1993 (as so amended,
the "Credit Agreement"). Capitalized terms used but not
otherwise defined herein shall have the meanings ascribed to them
in the Credit Agreement.
NOW, THEREFORE, Borrower, the Senior Lenders and the
Agent agree as follows:
1. Limited Waiver; Revolver Cleandown. Subject to
the terms and conditions set forth herein, the Requisite Senior
Lenders agree that from and after the Effective Date (as defined
herein), Borrower's failure to comply with the provisions of
Section 2.02(a)(v) of the Credit Agreement in respect (and only
in respect) of the Revolver Cleandown scheduled to occur during a
Revolver Cleandown Period in the Fiscal Year ending on August 1,
1993, shall not constitute an Event of Default.
2. Effective Date. This Waiver shall become
effective upon the date (the "Effective Date") on which the Agent
has received counterparts hereof signed by Borrower, the
Requisite Senior Lenders and the Agent.
3. Representations and Warranties. Borrower
represents and warrants that (a) the execution, delivery and
performance by Borrower of this Waiver has been duly authorized
by all necessary corporate action and (b) as of the date hereof
and as of the Effective Date, no Event of Default has occurred or
is continuing, other than the Event of Default described in
Section 1.
4. Limitation on Waiver. This Waiver shall be
limited solely to the matters expressly set forth herein and
shall not (i) constitute consent to the waiver of or amendment to
any other term or condition of the Credit Agreement, or of any
instruments or agreements referred to therein, (ii) prejudice any
right or rights which any Senior Lender or the Agent may now have
or may have in the future under or in connection with the Credit
Agreement or any instruments or agreements referred to therein,
or (iii) require any Senior Lender or the Agent to execute a
similar consent for a similar circumstance or on a future
occasion. Except to the extent specifically waived herein, the
provisions of the Credit Agreement shall not be amended,
modified, impaired or otherwise affected hereby, and the Credit
Agreement and all of the Obligations are hereby confirmed in full
force and effect.
5. Miscellaneous. This Waiver is a Loan Document and,
together with the Credit Agreement and the other Loan Documents,
comprises the complete and integrated agreement of the parties on
the subject matter hereof. The headings herein are for
convenience of reference only and shall not alter or otherwise
affect the meaning hereof.
6. Counterparts. This Waiver may be executed in any
number of counterparts which, when taken together, shall be
deemed to constitute one and the same instrument.
7. Governing Law. THIS WAIVER AND THE RIGHTS AND
OBLIGATIONS OF THE PARTIES HERETO SHALL BE GOVERNED BY, AND SHALL
BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE
STATE OF NEW YORK.
WITNESS the due execution hereof as of the date first
above written.
KASH N' KARRY FOOD STORES, INC.,
as Borrower
By: /s/ R. P. Springer
Title: Executive Vice President
BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION, as Agent
By: /s/ Laura Knight
Title: Vice President
BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION, as Senior
Lender
By: /s/ Laura Ann Marshall
Title: Vice President
WELLS FARGO BANK, N.A.
By: /s/ [illegible]*
Title: Vice President
* Subject to access to Sidley &
Austin with all expenses paid
by Company.
BARNETT BANK OF TAMPA
(as successor to First Florida
Bank, N.A.)
By: /s/ Emily D. Waterman
Title: Vice President
NATIONSBANK OF FLORIDA, N.A.
By: /s/ [illegible]
Title: Senior Vice President
13/sec.law/1994/K6313.LW4