October 13, 1995
Mr. Xxxx Xxxxx
Chairman of the Board and
Chief Executive Officer
Super Rite Corporation
0000 Xxxxxxxxxx Xxxx
Xxxxxxxxxx, Xxxxxxxxxxxx 00000
Dear Xxxx:
Pursuant to Section 8.4 of the Agreement and Plan of Reorganization
(the "Agreement"), dated as of June 26, 1995, by and between Richfood
Holdings, Inc. ("Richfood"), and Super Rite Corporation ("Super Rite"), the
Agreement shall be amended as follows:
Deletion of Certain Shareholders from Schedule 6.14
Super Rite represents and warrants that Xxxx Xxxxxxxx, Xxxxxx Xxxxxx
and Xxxxxx Xxxxxxxx are not "affiliates" of Super Rite for purposes of Rule
145 under the Securities Act and Richfood and Super Rite agree that
Xxxxxxxx, Xxxxxx and Xxxxxxxx are deleted from Exhibit 6.14 to the
Agreement ("Certain Super Rite Shareholders").
Restatement of Exhibit 6.8 to the Agreement
Richfood and Super Rite agree that the restated Exhibit 6.8 attached
hereto shall replace and supersede Exhibit 6.8 to the Agreement.
Please indicate the assent of Super Rite to the foregoing by signing
in your capacity as Chairman and Chief Executive Officer of Super Rite in
the space provided below.
RICHFOOD HOLDINGS, INC.
/s/ Xxxxxx X. Xxxxxxx
Xxxxxx X. Xxxxxxx
Chairman of the Board and
Chief Executive Officer
SEEN AND AGREED TO
AS OF OCTOBER 13, 1995:
SUPER RITE CORPORATION
/s/ Xxxx Xxxxx
Xxxx Xxxxx
Chairman of the Board and
Chief Executive Officer
