EVENT OF DEFAULT UNDER
SECTION 7(F) OR 7(G) OF THE CREDIT AGREEMENT ARISING AS A RESULT OF THE BREACH
BY THE BORROWER OR ANY OF ITS SUBSIDIARIES (WHICH BREACH EXISTS AS OF SUCH
EFFECTIVE DATE) OF ANY OBLIGATIONS TO THE BELGRAVIA LENDERS WITH RESPECT TO THE
LOAN ARRANGEMENTS SECURED BY THE BELGRAVIA PROPERTIES.
B.
EXCEPT AS PROVIDED HEREIN, ALL TERMS AND
CONDITIONS OF THE CREDIT AGREEMENT AND THE OTHER LOAN DOCUMENTS REMAIN IN FULL
FORCE AND EFFECT.
THE BORROWER HEREBY RATIFIES, CONFIRMS, AND REAFFIRMS ALL OF
THE REPRESENTATIONS, WARRANTIES AND COVENANTS THEREIN CONTAINED.
WITHOUT
LIMITING THE GENERALITY OF THE FOREGOING, THE BORROWER HEREBY ACKNOWLEDGES,
CONFIRMS AND AGREES THAT ALL COLLATERAL SHALL CONTINUE TO SECURE THE OBLIGATIONS
AS MODIFIED AND AMENDED PURSUANT TO THIS FIRST AMENDMENT, AND ANY FUTURE
MODIFICATIONS, AMENDMENTS, SUBSTITUTIONS OR RENEWALS THEREOF.
C.
THE BORROWER SHALL PAY ALL COSTS AND
EXPENSES INCURRED BY THE AGENT IN CONNECTION WITH THIS FIRST AMENDMENT,
INCLUDING, WITHOUT LIMITATION, ALL
REASONABLE ATTORNEYS' FEES.
D.
THIS FIRST AMENDMENT MAY BE EXECUTED IN
SEVERAL COUNTERPARTS AND BY EACH PARTY ON A SEPARATE COUNTERPART, EACH OF WHICH
WHEN SO EXECUTED AND DELIVERED, EACH SHALL BE AN ORIGINAL, AND ALL OF WHICH
TOGETHER SHALL CONSTITUTE ONE INSTRUMENT.
DELIVERY OF AN EXECUTED COUNTERPART
OF A SIGNATURE PAGE HERETO BY TELECOPY SHALL BE EFFECTIVE AS DELIVERY OF A
MANUALLY EXECUTED COUNTERPART HEREOF.
E.
THIS FIRST AMENDMENT EXPRESSES THE
ENTIRE UNDERSTANDING OF THE PARTIES WITH RESPECT TO THE MATTERS SET FORTH HEREIN
AND SUPERSEDES ALL PRIOR DISCUSSIONS OR NEGOTIATIONS HEREON.
ANY DETERMINATION
THAT ANY PROVISION OF THIS FIRST AMENDMENT OR ANY APPLICATION HEREOF IS INVALID,
ILLEGAL OR UNENFORCEABLE IN ANY RESPECT AND IN ANY INSTANCE SHALL NOT EFFECT THE
VALIDITY, LEGALITY, OR ENFORCEABILITY
14
OF SUCH PROVISION IN ANY OTHER INSTANCE, OR THE VALIDITY, LEGALITY OR
ENFORCEABILITY OF ANY OTHER PROVISIONS OF THIS FIRST AMENDMENT.
15
IN WITNESS WHEREOF, the parties hereto have caused this First Amendment to be
executed and their seals to be hereto affixed as the date first above written.
PATHMARK STORES, INC.
By
/s/ Frank G. Vitrano
Print Name:
Frank G. Vitrano
Title:
President
FLEET RETAIL GROUP, LLC, as
Administrative Agent, Collateral Agent and
Lender
By
/s/ Keith Vercauteren
Print Name:
Keith Vercauteren
Title:
Director
GMAC COMMERCIAL FINANCE LLC
By
/s/ Thomas Maiale
Print Name:
Thomas Maiale
Title:
Director
GENERAL ELECTRIC CAPITAL
CORPORATION
By
/s/ Charles O. Chiodo
Print Name:
Charles O. Chiodo
Title:
Duly Authorized Signatory
THE CIT GROUP/BUSINESS CREDIT,
INC.
By
/s/ Steven Schuit
Print Name:
Steven Schuit
Title:
Vice President
16
WELLS FARGO FOOTHILL, LLC
By
/s/ Eunnie Kim
Print Name:
Eunnie Kim
Title:
Vice President
17