AMENDMENT NO. 2 TO SUBSIDIARY SECURITY AGREEMENTS
AMENDMENT dated as of June 30, 1995 to the
Subsidiary Security Agreements (each, as previously amended, a
"Security 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
Security 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 Security Agreements shall have the meaning
assigned to such term in the Security 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 Security Agreements shall
from and after the date hereof refer to the Security Agreements as
amended hereby.
SECTION 2. Amendment to the Recitals. (a) The
limitation appearing in Paragraph C of the recitals of each of the
Security 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
Security 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 Security 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 11. (a)
Subsection (c) of Section 11 of each of the Security 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 11 of each of the
Security Agreements is further amended by inserting in clause (i)
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 11 of each of the
Security Agreements is further amended by inserting in clause (i)
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 11(c)".
(d) Subsection (c) of Section 11 of each of the
Security Agreements is further amended by renumbering clause (i) of
the second sentence thereof (as determined after giving effect to
the other amendments herein) as clause (1).
SECTION 4. Amendment of Section 17. Section 17 of
each of the Security Agreements is amended by inserting immediately
after the second proviso in the first sentence 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 11 hereof which would adversely affect
the rights of the holders of any Short-term Bank Debt.
SECTION 5. Amendment of Section 22. Section 22 of
each of the Security 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 6. Amendment of Section 28. (a) Clause
(i) of Section 28 of each of the Security Agreements is amended by
changing the word "Pledgor" appearing therein to "Borrower".
(b) Clauses (ii), (iii) and (v) of Section 28 of
each of the Security 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. Amendment of Section 29. Section 29 of
each of the Security Agreements is amended by inserting immediately
after the phrase "the Credit Agreement" which appears therein the
phrase ", any agreement or instrument evidencing Short-term Bank
Debt".
SECTION 8. 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 9. 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:
121 EAST MAIN STREET, INC.
By______________________________
Name: John M. Thompson
Title: Vice President
27 SLAYTON AVENUE, INC.
By______________________________
Name: John M. Thompson
Title: Vice President
29 SUPER MARKET, INC.
By______________________________
Name: John M. Thompson
Title: Vice President
35 CHURCH STREET, INC.
By______________________________
Name: John M. Thompson
Title: Vice President
BIG W OF FLORIDA, INC.
By______________________________
Name: John M. Thompson
Title: Vice President
COMMERCIAL COLD/DRY STORAGE COMPANY
By______________________________
Name: John M. Thompson
Title: Vice President
FLEMING FOREIGN SALES CORPORATION
By______________________________
Name: John M. Thompson
Title: Vice President
FLEMING INTERNATIONAL LTD.
By______________________________
Name: John M. Thompson
Title: Vice President
FLEMING SUPERMARKETS, INC.
By______________________________
Name: John M. Thompson
Title: Vice President
FLEMING SUPERMARKETS OF FLORIDA, INC.
By______________________________
Name: John M. Thompson
Title: Vice President
FLEMING TRANSPORTATION SERVICE, INC.
By______________________________
Name: John M. Thompson
Title: Vice President
FLEMING WHOLESALE, INC.
By______________________________
Name: John M. Thompson
Title: Vice President
GATEWAY DEVELOPMENT CO., INC.
By______________________________
Name: John M. Thompson
Title: Vice President
GATEWAY FOODS, INC.
By______________________________
Name: John M. Thompson
Title: Vice President
GATEWAY FOODS OF ALTOONA, 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
KENNSINGTON AND HARLEM, INC.
By______________________________
Name: John M. Thompson
Title: Vice President
LADYSMITH IGA, INC.
By______________________________
Name: John M. Thompson
Title: Vice President
LAKE MARKETS, INC.
By______________________________
Name: John M. Thompson
Title: Vice President
MT. MORRIS SUPER DUPER, INC.
By______________________________
Name: John M. Thompson
Title: Vice President
NIAGARA FALLS SUPER DUPER, INC.
By______________________________
Name: John M. Thompson
Title: Vice President
NORTHGATE PLAZA, INC.
By______________________________
Name: John M. Thompson
Title: Vice President
RICHLAND CENTER IGA, INC.
By______________________________
Name: John M. Thompson
Title: Vice President
SCRIVNER OF ALABAMA, INC.
By______________________________
Name: John M. Thompson
Title: Vice President
SCRIVNER OF ILLINOIS, INC.
By______________________________
Name: John M. Thompson
Title: Vice President
SCRIVNER OF IOWA, 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 NORTH CAROLINA, INC.
By______________________________
Name: John M. Thompson
Title: Vice President
SCRIVNER OF PENNSYLVANIA, INC.
By______________________________
Name: John M. Thompson
Title: Vice President
SCRIVNER OF TENNESSEE, INC.
By______________________________
Name: John M. Thompson
Title: Vice President
SCRIVNER OF TEXAS, INC.
By______________________________
Name: John M. Thompson
Title: Vice President
SCRIVNER TRANSPORTATION, INC.
By______________________________
Name: John M. Thompson
Title: Vice President
SMARTRANS, INC.
By______________________________
Name: John M. Thompson
Title: Vice President
COLLATERAL AGENT:
MORGAN GUARANTY TRUST COMPANY OF
NEW YORK, as Collateral Agent
By _____________________________
Name:
Title: