0001193125-05-024135 Sample Contracts

AMENDMENT NO. 1 AND WAIVER TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • February 10th, 2005 • Winn Dixie Stores Inc • Retail-grocery stores

WHEREAS, the Borrowers, the Lenders, GMAC COMMERCIAL FINANCE LLC, as syndication agent for the Lenders (in such capacity, the “Syndication Agent”), WELLS FARGO FOOTHILL, LLC, GENERAL ELECTRIC CAPITAL CORPORATION and THE CIT GROUP/BUSINESS CREDIT, INC., as Co-Documentation Agents for the Lenders (in such capacity, the “Co-Documentation Agents”), the Agents and WACHOVIA CAPITAL MARKETS, LLC (“WCM”), as sole arranger and sole bookrunner (in such capacity, the “Arranger”), have entered into that certain Second Amended and Restated Credit Agreement dated as of June 29, 2004 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”; terms defined in the Credit Agreement are used herein as therein defined);

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EMPLOYMENT AGREEMENT
Employment Agreement • February 10th, 2005 • Winn Dixie Stores Inc • Retail-grocery stores • Florida

THIS EMPLOYMENT AGREEMENT (the “Agreement”) is entered into this December 9, 2004 (the “Effective Date”), between Winn-Dixie Stores, Inc., a Florida corporation together with its successors and assigns permitted under this Agreement (“Company”), and Peter L. Lynch (the “Executive”).

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