EXHIBIT 99.6
EXECUTION COPY
AMENDMENT NO. 4 TO
SERIES 1998-1 SUPPLEMENT
Dated as of June 10, 1999
THIS AMENDMENT NO. 4 TO SERIES 1998-1 SUPPLEMENT
(this "Amendment") dated as of June 10, 1999 is entered into
between SPECIALTY FOODS FINANCE CORPORATION (the "Company"),
SFC NEW HOLDINGS, INC. ("SFC"), THE CHASE MANHATTAN BANK, as
trustee (the "Trustee"), the financial institutions party to
that certain Series 1998-1 Certificate Purchase Agreement,
dated as of March 31, 1998 (as amended, restated,
supplemented or otherwise modified from time to time, the
"Certificate Purchase Agreement") as "VFC
Certificateholders" (the "VFC Certificateholders") and
Bankers Trust Company ("Bankers Trust"), individually as a
VFC Certificateholder and as agent for the VFC
Certificateholder (in such capacity, the "Agent").
W I T N E S S E T H:
WHEREAS, the Company, SFC as Master Servicer and
the Trustee are parties to that certain Series 1998-1
Supplement, dated as of March 31, 1998 (as amended, the
"Supplement") to that certain Pooling Agreement (as amended,
the "Pooling Agreement") dated as of November 16, 1994;
WHEREAS, the parties hereto have agreed to amend
the Supplement on the terms and conditions hereinafter set
forth;
NOW, THEREFORE, the parties hereto agree as
follows:
SECTION 1. Definitions. Capitalized terms
used herein and not defined herein shall have the meanings
set forth in the Pooling Agreement and the Supplement, as
applicable.
SECTION 2. Amendments to the Supplement. The
Supplement is hereby amended as follows:
2.1 The definition of "Control Party" in Section
1.1 of the Supplement is hereby amended by deleting the
period (".") at the conclusion thereof and substituting the
following: provided, that, with respect to any amendment to
or modification of any Early Amortization Event, "Control
Party" shall mean the Agent acting at the direction of
holders of VFC Certificates representing Fractional
Undivided Interests and/or Commitments aggregating more than
75% of the Invested Amount (or the Aggregate Commitment as
applicable).
2.2 The definition of "Scheduled Termination
Date" in Section 1.1 of the Supplement is hereby amended to
delete therefrom the date "December 15, 1999" and to
substitute therefor "December 15, 2000".
SECTION 3. Covenants, Representations and Warran
ties of the Borrowers.
3.l Upon the effectiveness of this Amendment,
each of the Company and SFC, as Master Servicer hereby
reaffirms all covenants, representations and warranties made
by it in the Supplement and in the other Transaction
Documents and agrees that all such covenants,
representations and warranties shall be deemed to have been
re-made as of the effective date of this Amendment, except
to the extent any such representation and warranty was
expressly made as of any other date, in which case such
representation and warranty was true and correct in all
material respects as of such other date.
3.2 Each party hereto hereby represents and
warrants that this Amendment constitutes its legal, valid
and binding obligation, enforceable against each such party
in accordance with its terms.
SECTION 4. Conditions Precedent. This
Amendment shall become effective as of the date hereof upon:
4.1 the Agent's and the Trustee's receipt of:
(a) executed counterparts of this Amendment,
executed by each of the parties hereto and acknowledged
by all of the VFC Certificateholders party to this
Amendment;
(b) executed counterparts of Amendment No. 3 to
the Series 1998-1 Supplement and Amendment No. 1 to
the Series 1998-1 Certificate Purchase Agreement,
executed by each of the parties thereto and
acknowledged by the Required Certificateholders (as
such term is defined in the Certificate Purchase
Agreement);
(c) written confirmation from the Rating Agencies
that this Amendment will not result in a reduction or
withdrawal of its rating of the VFC Certificates;
(d) an opinion of counsel for SFC as to, among
other things, the execution, delivery, authorization
and performance by SFC of this Amendment as against
SFC;
(f) executed assignments evidencing that each of
Compagnie Financiere de CIC, GCB Investment Portfolio
and Ospry Investments and Crescent/Mach I Partners,
L.P. have assigned all of such parties' right, title
and interest in and to their respective VFC
Certificates to (i) one or more of the VFC
Certificateholders on the signature pages hereto or
(ii) any other party which has agreed in writing to be
bound by this Amendment ; and
4.2 the payment to the Agent not later than two
(2) Business Days following the effectiveness of the
assignments described in clause (f) above, for the benefit
of each VFC Certificateholder, a fee equal to 0.25 percent
times the aggregate amount of each such VFC
Certificateholder's Commitments (after giving effect to such
assignments).
SECTION 5. Miscellaneous.
5.1 Ratification and Acknowledgment. As amended
hereby, the Supplement is in all respects ratified and
confirmed and the Supplement as so supplemented by this
Amendment shall be read, taken and so construed as one and
the same instrument. The execution, delivery and
effectiveness of this Amendment shall not operate as a
waiver of any right, power or remedy of any party under the
Supplement, nor constitute a waiver of any provision
contained therein, except as specifically set forth herein.
5.2 Amendment. The terms of this Amendment
shall not be waived, altered, modified, amended or
supplemented in any manner whatsoever except by written
instrument executed by all parties hereto.
5.3 Parties; Severability. Whenever in this
Amendment there is a reference made to any of the parties
hereto, such reference shall also be a reference to the
successors and assigns of such party, including, without
limitation, a debtor-in-possession or trustee. The
provisions of this Amendment shall be binding upon and inure
to the benefit of the successors and assigns of the parties
hereto. Whenever possible, each provision of this Amendment
shall be interpreted in such a manner as to be effective and
valid under applicable law, but if any provision of this
Amendment shall be prohibited by or invalid under applicable
law, such provision shall be ineffective to the extent of
such prohibition or invalidity without invalidating the
remainder of such provision or the remaining provisions of
this Amendment.
5.4 Execution in Counterparts; Governing Law
This Amendment may be executed in any numbers of
counterparts and by different parties hereto in separate
counterparts, each of which when so executed and delivered
shall be deemed to be an original and all of which when
taken together shall constitute but one and the same
instrument. This Amendment shall be governed by and
construed in accordance with the laws of the State of New
York.
5.5 Section Titles. The section titles
contained in this Amendment are and shall be without
substance, meaning or content of any kind whatsoever and are
not a part of the agreement between the parties hereto.
IN WITNESS WHEREOF, the parties hereto have caused
this Amendment to be executed by their respective officers
thereunto duly authorized as of the date first above
written.
SPECIALTY FOODS FINANCE CORPORATION
By:
Name:
Title:
SFC NEW HOLDINGS, INC.
By:
Name:
Title:
THE CHASE
MANHATTAN BANK, not in its individual
capacity but solely as Trustee
By:
Name:
Title:
BANKERS TRUST COMPANY,
as Agent and VFC Certificateholder
By:
Name:
Title:
Acknowledged and consented to:
NATEXIS BANQUE
By:
Name:
Title:
COOPERATIEVE CENTRALE RAIFFEISEN BOERENLEENBANK B.A.
"RABOBANK NEDERLAND" NEW YORK BRANCH
By:
Name:
Title:
