AMENDMENT NO. 2 TO SUBSIDIARY PLEDGE AGREEMENTS
AMENDMENT dated as of June 30, 1995, to the
Subsidiary Pledge Agreements (each, as previously amended, a
"Pledge Agreement") dated as of July 19, 1994 and each by one of
the corporations identified as the Pledgors on the signature pages
hereof (each, a "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 Pledgors desire to amend the Subsidiary
Pledge Agreements 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 Agreements shall have the meaning assigned
to such term in the Pledge Agreements. 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 Agreements shall from and after
the date hereof refer to the Pledge Agreements as amended hereby.
SECTION 2. Amendment to the Recitals. (a) The
limitation appearing in Paragraph C of the recitals of each of the
Pledge Agreements is amended by changing the dollar figure
appearing therein from "$160,000,000" to "$200,000,000."
(b) Paragraph E of the recitals of each of the
Pledge Agreements 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 each of the Pledge Agreements
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 Borrower 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 Borrower 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 the
Guarantee Agreement (as defined below) ("Short-term Bank
Debt");
SECTION 3. Amendment of Section 13. (a)
Subsection (c) of Section 13 of each of the Pledge Agreements is
amended by adding the following new sentence at the beginning of
such subsection:
The Borrower 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) Subsection (c) of Section 13 of each of the
Pledge Agreements 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) Subsection (c) of Section 13 of each of the
Pledge Agreements 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 "pursuant
to the Guarantee Agreement" the phrase "or most recently pursuant
to the first sentence of this Section 13(c)".
SECTION 4. Amendment of Section 20. Section 20 of
each of the Pledge Agreements is amended by inserting immediately
after the phrase "Further Letter of Credit Agreement" which appears
therein the phrase ", or the obligee of any Short-term Bank Debt,".
SECTION 5. Amendment of Section 21. Section 21 of
each of the Pledge Agreements 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 6. Amendment of Section 26. (a) Clause
(i) of Section 26 of each of the Pledge Agreements is amended by
changing the word "Pledgor" appearing therein to "Borrower".
(b) Clauses (ii), (iii) and (v) of Section 26 of
each of the Pledge Agreements are amended by inserting the phrase
"any agreement or instrument evidencing Short-term Bank Debt,"
immediately after the phrase "any Interest Rate Protection
Agreement,", each time such phrase appears in such clauses.
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.
PLEDGORS:
FLEMING SUPERMARKETS, INC.
By______________________________
Name: John M. Thompson
Title: Vice President
GATEWAY FOODS, INC.
By______________________________
Name: John M. Thompson
Title: Vice President
GATEWAY FOODS OF PENNSYLVANIA, INC.
By______________________________
Name: John M. Thompson
Title: Vice President
GATEWAY FOODS OF TWIN PORTS, INC.
By______________________________
Name: John M. Thompson
Title: Vice President
HEARTLAND SUPERMARKETS, INC.
By______________________________
Name: John M. Thompson
Title: Vice President
SCRIVNER OF ILLINOIS, INC.
By______________________________
Name: John M. Thompson
Title: Vice President
SCRIVNER OF KANSAS, INC.
By______________________________
Name: John M. Thompson
Title: Vice President
SCRIVNER OF NEW YORK, INC.
By______________________________
Name: John M. Thompson
Title: Vice President
SCRIVNER OF TENNESSEE, INC.
By______________________________
Name: John M. Thompson
Title: Vice President
COLLATERAL AGENT:
MORGAN GUARANTY TRUST COMPANY OF
NEW YORK, as Collateral Agent
By _____________________________
Name:
Title: