AMENDMENT NO. 5 TO AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT AMENDMENT NO. 5 dated March 26, 1999 to the Amended and Restated Revolving Credit Agreement dated as of September 15, 1997 (as heretofore amended, and as may be further amended, restated, modified or supplemented from time to time, the "Credit Agreement") among Jitney-Jungle Stores of America, Inc., Southern Jitney Jungle Company, McCarty-Holman Co., Inc., Jitney-Jungle Bakery, Inc., Pump and Save, Inc., Interstate Jitney Jungle Stores, Inc., and Delchamps, Inc. (each a "Borrower" and collectively, the "Borrowers"), the Guarantors named therein, the Lenders named therein and Fleet Capital Corporation, as Agent. WHEREAS, the Lenders desire to amend Schedule 2.01 to the Credit Agreement (as in effect prior to this Amendment, the "Existing Schedule 2.01", and thereafter, the "New Schedule 2.01"); WHEREAS, the parties hereto willing to amend the Existing Schedule 2.01 of the Credit Agreement, on the terms and conditions hereof. NOW, THEREFORE, the Borrowers, the Guarantors, the Lenders and the Agent hereby agree as follows: 1 SECTION CAPITALIZED TERMS. Capitalized terms used herein and not defined shall have the respective meanings assigned to such terms in the Credit Agreement. 1 SECTION AMENDMENTS TO THE CREDIT AGREEMENT. The Credit Agreement shall be, and upon the fulfillment of the conditions set forth in Section 4 hereof is, hereby amended by deleting the Existing Schedule 2.01 in its entirety and substituting the New Schedule 2.01 attached hereto therefore. 1 SECTION ADDITIONAL AGREEMENTS 2 2.1 SECTION The Lenders agree that all accrued and unpaid interest and fees payable to the Lenders pursuant to the Credit Agreement for the period beginning on March 4, 1999 and ending on the date hereof shall be paid to the Lenders in accordance with the Existing Schedule 2.01 and thereafter in accordance with the New Schedule 2.01. 1 SECTION CONDITIONS PRECEDENT 2 This Amendment shall become effective on such date as the following conditions have been satisfied in full or waived by the Agent in writing: 1.1 SECTION The Agent shall have received in form and substance satisfactory to the Agent and its counsel: 1.2 (a) Counterparts of this Amendment executed by each Borrower, each Guarantor, each Grantor and each Lender shall have been delivered to the Agent. (b) Each Lender shall have received Notes reflecting their respective Commitments duly executed by the Borrowers. (c) Such other approvals, opinions or documents as the Agent may reasonably request. 1.1 SECTION All representations and warranties contained in this Amendment or otherwise made in writing to the Agent in connection herewith shall be true and correct in all material respects. 1.2 1.3 SECTION No unwaived Default or Event of Default has occurred and is continuing. 1.4 1.5 SECTION Kaye, Scholer, Fierman, Hays & Handler, LLP, counsel to the Agent, shall have received payment in full for all legal fees charged, and all costs and expenses incurred, by such counsel in connection with the transactions contemplated under this Amendment and the other Loan Documents and instruments in connection herewith and therewith. 1 SECTION MISCELLANEOUS 2 2.1 SECTION Each of the Borrowers and each Guarantor reaffirms and restates the representations and warranties set forth in Article IV of the Credit Agreement, as amended by this Amendment, and all such representations and warranties shall be true and correct on the date hereof with the same force and effect as if made on such date (except insofar as such representation and warranties relate expressly to an earlier date). Each of the Borrowers and each Guarantor represents and warrants (which representations and warranties shall survive the execution and delivery hereof) to the Agent that: (a) It has the corporate power and authority to execute, deliver and carry out the terms and provisions of this Amendment and has taken or caused to be taken all necessary corporate action to authorize the execution, delivery and performance of this Amendment; (a) No consent of any other person (including, without limitation, shareholders or creditors of any Borrower or a Guarantor), and no action of, or filing with any governmental or public body or authority is required to authorize, or is otherwise required in connection with the execution, delivery and performance of this Amendment; (b) This Amendment and the other instruments and documents contemplated hereby have been duly executed and delivered by a duly authorized officer on behalf of such party, and constitutes a legal, valid and binding obligation of such party enforceable against such party in accordance with its terms, subject to bankruptcy, reorganization, insolvency, moratorium and other similar laws affecting the enforcement of creditors' rights generally and the exercise of judicial discretion in accordance with general principles of equity; and (a) The execution, delivery and performance of this Amendment and the other instruments and documents contemplated hereby will not violate any law, statute or regulation, or any order or decree of any court or governmental instrumentality, or conflict with, or result in the breach of, or constitute a default under any contractual obligation of such party. 1.1 SECTION Nothing herein shall be deemed to be a waiver of any covenant or agreement contained in the Credit Agreement, and each Borrower and each Guarantor hereby agrees that all of the covenants and agreements contained in the Credit Agreement and the other Loan Documents are hereby ratified and confirmed in all respects and shall remain in full force and effect in accordance with their respective terms. 1.2 1.3 SECTION All references to the Credit Agreement in the Credit Agreement or any other Loan Document and the other documents and instruments delivered pursuant to or in connection therewith shall mean such Agreement as amended hereby and as each may in the future be amended, restated, supplemented or modified from time to time. 1.4 1.5 SECTION This Amendment may be executed by the parties hereto individually or in combination, in one or more counterparts, each of which shall be an original and all of which shall constitute one and the same agreement. 1.6 1.7 SECTION Delivery of an executed counterpart of a signature page by telecopier shall be effective as delivery of a manually executed counterpart. 1.1 SECTION This Amendment shall be governed by, and construed and interpreted in accordance with, the laws of the State of New York. 1.2 1.3 SECTION The parties hereto shall, at any time and from time to time following the execution of this Amendment, execute and deliver all such further instruments and take all such further action as may be reasonably necessary or appropriate in order to carry out the provisions of this Amendment. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] IN WITNESS WHEREOF, the parties have caused this Amendment to be executed by their respective officers thereunto duly authorized, as to the date first above written. JITNEY-JUNGLE STORES OF AMERICA, INC., as Borrower and as Guarantor By__________________________________ Name: Title: SOUTHERN JITNEY JUNGLE COMPANY, as Borrower and as Guarantor By__________________________________ Name: Title: McCARTY-HOLMAN CO., INC., as Borrower and as Guarantor By__________________________________ Name: Title: JITNEY-JUNGLE BAKERY, INC., as Borrower and as Guarantor By__________________________________ Name: Title: PUMP AND SAVE, INC., as Borrower and as Guarantor By__________________________________ Name: Title: INTERSTATE JITNEY JUNGLE STORES, INC., as Borrower and as Guarantor By__________________________________ Name: Title: DELCHAMPS, INC., as Borrower and as Guarantor By__________________________________ Name: Title: JJ CONSTRUCTION CORP., as Guarantor By__________________________________ Name: Title: SUPERMARKET CIGARETTE SALES, INC., as Guarantor By__________________________________ Name: Title: FLEET CAPITAL CORPORATION, as Agent By__________________________________ Name: Title: FLEET CAPITAL CORPORATION, as Lender By__________________________________ Name: Title: PNC BANK, NATIONAL ASSOCIATION, as Lender By__________________________________ Name: Title: HELLER FINANCIAL INC., as Lender By__________________________________ Name: Title: IBJ WHITEHALL BUSINESS CREDIT CORP., as Lender By__________________________________ Name: Title: NATIONAL BANK OF CANADA, a Canadian Chartered Bank, as Lender By__________________________________ Name: Title: NATIONAL CITY BANK, as Lender By__________________________________ Name: Title: DEUTSCHE FINANCIAL SERVICES CORPORATION, as Lender By__________________________________ Name: Title: FLEET BANK, N.A., as a Letter of Credit Issuer By__________________________________ Name: Title: SCHEDULE 2.01 Commitments Lender Commitment Fleet Capital Corporation $50,000,000.00 60 East 42nd Street New York, New York 10017 Attention: Mr. Thomas Maiale Tel #: (212) 885-8826 Fax #: (212) 885-8829 Heller Financial, Inc. $35,000,000.00 101 Park Avenue New York, New York 10178 Attention: Mr. Tom Bukowski Tel #: (212) 880-7169 Fax #: (212) 880-7002 PNC Bank, National Association $17,600,000.00 2 PNC Plaza 18th Floor 620 Liberty Avenue Pittsburgh, PA 15222 Attention: Mr. Richard Muse Tel #: (412) 762-4471 Fax #: (412) 762-4069 IBJ Whitehall Business Credit Corp. $15,400,000.00 One State Street New York, New York 10004 Attention: Mr. Jim Steffy Tel #: (212) 858-2094 Fax #: (212) 858-2151 National Bank of Canada, $14,300,000.00 a Canadian Chartered Bank 125 West 55th Street New York, New York 10019 Attention: Mr. Jim Norvell Tel #: (212) 632-8560 Fax #: (212) 632-8564 Deutsche Financial Services $20,000,000.00 Corporation 3225 Cumberland Boulevard Suite 700 Atlanta, GA 30339 Attention: Mr. Stephan Metts Fax #: (770) 933-8571 National City Bank $10,000,000.00 1900 East Ninth Street Cleveland, Ohio 44114 Attention: Mr. Joseph D. Robison Tel #: (216) 575-9254 Fax #: (216) 575-9396 Total Commitment $162,300,000.00