AMENDMENT NO. 2 TO BORROWER PLEDGE AGREEMENT
AMENDMENT dated as of June 30, 1995, to the Pledge
Agreement dated as of July 19, 1994 (as previously amended, the
"Pledge Agreement") by Fleming Companies, Inc. (with its
successors, the "Pledgor") in favor of Morgan Guaranty Trust
Company of New York, as Collateral Agent.
W I T N E S S E T H:
WHEREAS, the Pledgor desires to amend the Pledge
Agreement to effect the amendments reflected herein; and
WHEREAS, the Required Banks have authorized and
directed the Collateral agent to execute and deliver this
Amendment;
NOW, THEREFORE, the parties hereto agree as follows:
SECTION 1. Definitions; References. Unless
otherwise specifically defined herein, each term used herein that
is defined in the Pledge Agreement shall have the meaning assigned
to such term in the Pledge Agreement. Each reference to "hereof,"
"hereunder," "herein" and "hereby" and each other similar reference
and each reference to "this Agreement" and each other similar
reference contained in the Pledge Agreement shall from and after
the date hereof refer to the Pledge Agreement as amended hereby.
SECTION 2. Amendment of the Recitals. (a) The
limitation appearing in Paragraph C of the recitals of the Pledge
Agreement is amended by changing the dollar figure appearing
therein from "$160,000,000 to "$200,000,000."
(b) Paragraph D of the recitals of the Pledge
Agreement is amended by inserting immediately after the phrase
"Further Letter of Credit Agreements" which appears therein the
phrase "or providing Short-term Bank Debt".
(c) The recitals of the Pledge Agreement are
further amended by inserting immediately after Paragraph C the
following new Paragraph D, and relettering Paragraphs D, E and F
accordingly:
D. It is contemplated that the Pledgor may incur
Debt owing to one or more of the Banks (in addition to
Loans available under the Credit Agreement), payable on
demand or maturing less than one year after the date of
its incurrence, in an aggregate principal amount
outstanding at any time not exceeding $100,000,000, which
has been designated by the Pledgor in writing to the
holder of such Debt, on or before the date of incurrence
of such Debt, as being entitled to the benefits of this
Pledge Agreement ("Short-term Bank Debt");
SECTION 3. Amendment of Section 1. (a) The
definition of "Secured Obligations" in Section 1 of the Pledge
Agreement is amended by inserting the following new clause (iv) and
renumbering the original clauses (iv) and (v) accordingly:
(iv) all obligations of the Pledgor now existing or
hereafter arising which constitute Short-term Bank Debt;
(b) The definition of "Secured Obligations" in
Section 1 of the Pledge Agreement is further amended by adding at
the end of the proviso the following:
and provided further that no more than $100,000,000 in
aggregate principal amount of Short-term Bank Debt shall
constitute Secured Obligations and if in any event the
Pledgor shall have incurred Debt of a character
constituting Short-term Bank Debt from one or more of the
Banks in a principal amount outstanding exceeding
$100,000,000, the determination of which of such Debt
shall constitute Secured Obligations shall be made solely
upon the basis of the earliest of such Debt to have been
incurred.
(c) The definition of "Secured Obligations" in
Section 1 of the Pledge Agreement is further amended by changing
the dollar figure appearing in the first proviso therein from
"$160,000,000" to "$200,000,000".
SECTION 4. Amendment of Section 13. (a) Section
13(c) of the Pledge Agreement is amended by adding the following
new sentence at the beginning of such Section:
The Pledgor may from time to time, and upon request of
the Collateral Agent from time to time shall, furnish to
the Collateral Agent a certificate signed by a
Responsible Officer which shall identify the name and
address of each Bank, if any, to which any Short-term
Bank Debt is outstanding as of the date of such
certificate, specifying the principal amount of such
Bank's Short-term Bank Debt and the date on which such
Short-term Bank Debt was incurred.
(b) Section 13(c) of the Pledge Agreement is
further amended by inserting in clause (1) of the second sentence
thereof (as determined after giving effect to the other amendments
herein) immediately after the phrase "Further Letter of Credit
Agreement," the phrase "or constituting Short-term Bank Debt,".
(c) Section 13(c) of the Pledge Agreement is
further amended by inserting in clause (1) of the second sentence
thereof (as determined after giving effect to the other amendments
herein) immediately after the phrase "definition of Secured
Parties" the phrase "or most recently pursuant to the first
sentence of this Section 13(c)".
SECTION 5. Amendment of Section 20. Section 20 of
the Pledge Agreement is amended by inserting immediately after the
phrase "a Further Letter of Credit Agreement" which appears therein
the phrase ", or the obligee of any Short-term Bank Debt,".
SECTION 6. Amendment of Section 21. Section 21 of
the Pledge Agreement is amended by inserting immediately after the
second proviso in the first sentence thereof the following proviso:
; provided further that without the consent of the Banks
to whom a majority of the obligations constituting Short-term Bank
Debt are owed, no such amendment, modification,
supplement, termination or waiver may (i) exclude any
Short-term Bank Debt from the definition of Secured
Obligations or (ii) change the provisions of clause
Second of Section 13 hereof which would adversely affect
the rights of the holders of any Short-term Bank Debt.
SECTION 7. Counterparts. This Amendment may be
signed in any number of counterparts, each of which shall be an
original, with the same effect as if the signatures thereto and
hereto were upon the same instrument.
SECTION 8. Governing Law. THIS AMENDMENT SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE
OF NEW YORK.
IN WITNESS WHEREOF, the parties hereto have caused
this Amendment to be duly executed by their respective authorized
officers as of the day and year first above written.
FLEMING COMPANIES, INC.
By _____________________________
John M. Thompson
Vice President and Treasurer
MORGAN GUARANTY TRUST COMPANY OF
NEW YORK, as Collateral Agent
By _____________________________
Name:
Title: