AMENDMENT NO. 2 TO SUBSIDIARY GUARANTEE AGREEMENTS
AMENDMENT dated as of June 30, 1995, to the
Subsidiary Guarantee Agreements (each, as previously amended, a
"Guarantee Agreement") each dated as of July 19, 1994 and each
between one of the corporations identified as the Guarantors on the
signature pages hereof (each, a "Guarantor") and Morgan Guaranty
Trust Company of New York, as Collateral Agent.
W I T N E S S E T H:
WHEREAS, the Guarantors desire to amend the
Guarantee 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 Guarantee Agreements shall have the meaning
assigned to such term in the Guarantee 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 Guarantee Agreements shall
from and after the date hereof refer to the Guarantee Agreements as
amended hereby.
SECTION 2. Amendment of the Recitals. (a) The
limitation contained in the third WHEREAS clause of each of the
Guarantee Agreements is amended by changing the dollar figure
appearing therein from "$160,000,000" to "$200,000,000."
(b) The fourth WHEREAS clause of each of the
Guarantee Agreements is amended by inserting immediately after the
phrase "Further Letter of Credit Agreements" the phrase "or
providing Short-term Bank Debt".
(c) The fifth WHEREAS clause of each of the
Guarantee Agreements is amended by inserting immediately after the
phrase "induce Banks to" the phrase "provide Short-term Bank Debt
and to".
(d) The fifth WHEREAS clause of each of the
Guarantee Agreements is further amended by inserting immediately
after the phrase "any Interest Rate Protection Agreements" the
phrase ", any Short-term Bank Debt".
(e) The recitals of each of the Guarantee
Agreements are further amended by inserting immediately after the
third WHEREAS clause the following new WHEREAS clause:
WHEREAS, 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 this
Guarantee Agreement ("Short-term Bank Debt");
SECTION 3. Amendment of Section 1.01. (a) The
definition of "Guaranteed Obligations" in Section 1.01 of each of
the Guarantee Agreements is amended by inserting the following new
clause (iv) and renumbering the original clauses (iv) and (v)
accordingly:
(iv) all obligations of the Borrower with respect to any
Short-term Bank Debt,
(b) The definition of "Guaranteed Obligations" in
Section 1.01 of each of the Guarantee Agreements is further amended
by adding at the end of the proviso in the first sentence thereof
the following:
and provided further that no more than $100,000,000 in
aggregate principal amount of Short-term Bank Debt shall
constitute Guaranteed Obligations and if in any event the
Borrower 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 Guaranteed Obligations shall be made
solely upon the basis of the earliest of such Debt to
have been incurred.
(c) The definition of "Guaranteed Obligations" in
Section 1.01 of each of the Guarantee Agreements is further amended
by changing the dollar figure appearing in the first proviso
therein from "$160,000,000" to "$200,000,000".
(d) The definition of "Related Agreements"
appearing in Section 1.01 of each of the Guarantee Agreements is
amended by inserting immediately after the phrase "any Interest
Rate Protection Agreements" which appears therein the phrase ", any
instrument evidencing any Short-term Bank Debt".
SECTION 4. Amendment of Section 2.04. Section 2.04
of each of the Guarantee Agreements is amended by inserting
immediately after the phrase "Further Letter of Credit Agreement"
which appears therein the phrase "or Short-term Bank Debt".
SECTION 5. Amendment of Section 4.05. Section 4.05
of each of the Guarantee 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. 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 7. 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.
GUARANTORS:
109 WEST MAIN STREET, INC.
By______________________________
Name: John M. Thompson
Title: Vice President
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 EAST IGA, 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
LAS, INC.
By______________________________
Name: John M. Thompson
Title: Vice President
MANITOWOC, 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
PESHTIGO IGA, INC.
By______________________________
Name: John M. Thompson
Title: Vice President
RICHLAND CENTER IGA, INC.
By______________________________
Name: John M. Thompson
Title: Vice President
ROUTE 16, INC.
By______________________________
Name: John M. Thompson
Title: Vice President
ROUTE 219, INC.
By______________________________
Name: John M. Thompson
Title: Vice President
ROUTE 417, 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
SOUTH OGDEN SUPER DUPER, INC.
By______________________________
Name: John M. Thompson
Title: Vice President
COLLATERAL AGENT:
MORGAN GUARANTY TRUST COMPANY OF
NEW YORK, as Collateral Agent
By _____________________________
Name:
Title: