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EXHIBIT 99.4
SFC MASTER TRUST
AMENDMENT NO. 7 TO EACH OF THE POOLING AGREEMENT
AND THE RECEIVABLES SALE AGREEMENT
AND AMENDMENT NO. 2 TO THE SERVICING AGREEMENT
AND CONSENT RELATED THERETO
This Amendment and Consent, dated as of June 10,
1999 (the "Amendment and Consent"), is entered into by each
of Specialty Foods Finance Corporation, a Delaware
corporation (the "Company"), Specialty Foods Corporation, a
Delaware corporation ("SFC"), SFC New Holdings, Inc., a
Delaware corporation ("SFC Holdings") and The Chase
Manhattan Bank (formerly known as Chemical Bank) ("Chase"),
as trustee (in such capacity, the "Trustee)," in respect of
(x) the Pooling Agreement, dated as of November 16, 1994 (as
previously amended, the "Pooling Agreement"), among the
Company, SFC, as the Master Servicer, and the Trustee, (y)
the Servicing Agreement, dated as of November 16, 1994 (as
previously amended, the "Servicing Agreement"), among the
Company, SFC, as the Master Servicer, the Sellers (as
defined below) and the Trustee and (z) the Amended and
Restated Receivables Sale Agreement, dated as of November
16, 1994 (as previously amended, the "Receivables Sale
Agreement" and, together with the Pooling Agreement and the
Servicing Agreement, the "Agreements"), among the Company,
SFC, as the Master Servicer, and the Sellers party thereto
from time to time (the "Sellers").
W I T N E S S E T H :
WHEREAS, the Company, SFC, as Master Servicer, and
the Trustee are parties to each of the Agreements;
WHEREAS, SFC desires to assign all of its rights
and obligations under, among other things, each of the
Agreements to SFC Holdings, including, without limitation,
the rights and obligations of SFC as Master Servicer under
each of the Agreements;
WHEREAS, the parties have agreed to amend the
Agreements in order to effect such assignments by SFC to SFC
Holdings and to substitute SFC Holdings for SFC on the terms
and conditions hereinafter set forth.
NOW THEREFORE, the parties hereto hereby agree as
follows:
SECTION 1. Defined Terms. Capitalized terms
used herein and not otherwise defined shall have the
meanings assigned to such terms in the Pooling Agreement as
supplemented by the Series 1998-1 Supplement thereto, dated
as of March 31, 1998 (the "Series 1998-1 Supplement"), among
the Company, SFC as Master Servicer and the Trustee.
SECTION 2. Assignment of SFC's Rights and
Obligations. Effective as of the date hereof and upon
satisfaction of the conditions precedent set forth in
Section 8 below, SFC hereby assigns and transfers all of its
rights and obligations under each of (x) the Pooling
Agreement, (y) the Servicing Agreement and (z) the
Receivables Sale Agreement to SFC Holdings, including,
without limitation, such rights and obligations of SFC as
Master Servicer and under the Parent Note and SFC Holdings
hereby accepts such rights and assumes such obligations and
agrees that it will perform in accordance with their
respective terms all of the obligations which are required
to be performed by it under each such Agreement.
SECTION 3. Amendments to the Pooling Agreement.
The Pooling Agreement is hereby amended as follows:
3.1 The Pooling Agreement is amended (i) to delete
the phrase "SPECIALTY FOODS CORPORATION, as Master Servicer"
in each instance where it appears in such Agreement and to
substitute SFC NEW HOLDINGS, INC, as Master Servicer"
therefor, and (ii) to delete the phrase "Specialty Foods
Corporation, a Delaware corporation" in each instance where
it appears in such Agreement and to substitute "SFC New
Holdings, Inc, a Delaware corporation" therefor.
3.2 Section 10.20 of the Pooling Agreement is
amended to insert (i) "Specialty Foods Corporation," before
the reference to "Master Servicer" in the fifth line
thereof, (ii) to insert ", Specialty Foods Corporation"
after the first reference to "the Company" set forth in
clause (i) of the proviso set forth in such section and (c)
to insert "or Specialty Foods Corporation" after the
reference to "any public filings of SFC" set forth in such
proviso.
3.3 (i) With respect to acts and agreements
executed by SFC prior to the effectiveness of this
Amendment, each reference to "SFC" in the Pooling Agreement
with respect to such acts and agreements, shall mean SFC,
and (ii) with respect to acts and agreements executed by SFC
Holdings from and after the effectiveness of this Amendment,
each reference to "SFC" in each of the Pooling Agreement
with respect to such acts and agreements shall mean and be a
reference to SFC Holdings.
SECTION 4. Amendments to the Receivables Sale
Agreement. The Receivables Sale Agreement is hereby amended
as follows:
4.1 The Receivables Sale Agreement is amended (i)
to delete the phrase "SPECIALTY FOODS CORPORATION, as Master
Servicer" in each instance where it appears in such
Agreement and to substitute SFC NEW HOLDINGS, INC, as Master
Servicer" therefor, and (ii) to delete the phrase "Specialty
Foods Corporation, a Delaware corporation" in each instance
where it appears in such Agreement and to substitute "SFC
New Holdings, Inc, a Delaware corporation" therefor.
4.2 Section 8.3 of the Receivables Sale Agreement
is amended by deleting (i) "(the 'Parent Note')" from the
first sentence thereof, and substituting "(as amended,
modified or supplemented from time to time, or as
substituted by a replacement note executed by SFC New
Holdings, Inc., the 'Parent Note')", therefor and (ii) the
reference to "Specialty Foods Corporation" in clause (a) of
the second sentence thereof, and substituting "the Master
Servicer" therefor.
4.3 Section 8.4 of the Receivables Sale Agreement
is amended by inserting the following proviso at the end
thereof:
"; provided, however, that the foregoing shall not
apply to any assignment by Specialty Foods
Corporation to the SFC New Holdings, Inc. of its
rights and obligations under the Parent Note."
4.4 (i) With respect to acts and agreements
executed by SFC prior to the effectiveness of this
Amendment, each reference to "SFC" in the Receivables Sale
Agreement with respect to such acts and agreements, shall
mean SFC, and (ii) with respect to acts and agreements
executed by SFC Holdings from and after the effectiveness of
this Amendment, each reference to "SFC" in the Receivables
Sale Agreement with respect to such acts and agreements
shall mean and be a reference to SFC Holdings.
SECTION 5. Amendments to the Servicing Agreement.
The Servicing Agreement is hereby amended as follows:
5.1 The Servicing Agreement is amended (i) to
delete the phrase "SPECIALTY FOODS CORPORATION, as Master
Servicer" in each instance where it appears in such
Agreement and to substitute SFC NEW HOLDINGS, INC, as Master
Servicer" therefor, and (ii) to delete the phrase "Specialty
Foods Corporation, a Delaware corporation" in each instance
where it appears in such Agreement and to substitute "SFC
New Holdings, Inc, a Delaware corporation" therefor.
5.2 Section 1.1 of the Servicing Agreement is
amended by adding the following proviso after clause (ii) of
the definition of "Master Servicer Consolidation Event" set
forth therein:
"provided, however, that notwithstanding the
foregoing, any assignment by Specialty Foods
Corporation, a Delaware corporation, to SFC New
Holdings, Inc., a Delaware corporation and
affiliate of the Company, of the rights, duties
and obligations of Master Servicer under the
Transaction Documents shall not be deemed to be a
Master Servicer Consolidation Event."
5.3 Section 4.5 of the Servicing Agreement is
amended to insert the following sentence after the first
sentence thereof:
"Notwithstanding the foregoing, the Master
Servicer shall be deemed to have timely satisfied
the foregoing requirement if the letter described
in the foregoing sentence with respect to the
fiscal year ended on December 31, 1998 is
furnished on or before September 1, 1999."
5.4 Section 7.11 of the Servicing Agreement is
amended by inserting (i) ", Specialty Foods Corporation "
after the reference to "the Company in clause (iii) of the
proviso set forth therein and (ii) "or Specialty Foods
Corporation" after the reference to "any public filings of
SFC" in such clause of such proviso.
5.5 (i) With respect to acts and agreements
executed by SFC prior to the effectiveness of this
Amendment, each reference to "SFC" in the Servicing
Agreement with respect to such acts and agreements shall
mean SFC, and (ii) with respect to acts and agreements
executed by SFC Holdings from and after the effectiveness of
this Amendment, each reference to "SFC" in the Servicing
Agreement with respect to such acts and agreements shall
mean and be a reference to SFC Holdings.
SECTION 6. Agent's and VFC Certificateholders'
Consent. Each of Bankers Trust Company, as Agent for the
VFC Certificateholders, and the VFC Certificateholders
hereby acknowledges and consents to (w) the assignment to
and assumption by SFC Holdings of all of SFC's rights and
obligations under each of the Agreements, which assignments
and assumptions are effected hereunder, and the Series 1998-
1 Supplement and the Certificate Purchase Agreement, which
assignments and assumptions are effected under Amendment No.
3 to Series 1998-1 Supplement and Amendment No. 1 to 1998-1
Certificate Purchase Agreements, dated as of the date hereof
("Amendment No. 3"), (x) the amendments effected hereunder
to each of the Agreements and to the amendments effected as
of date hereof under Amendment No. 3, (y) the termination of
the existing Guaranty and the execution of a replacement
guaranty made by SFC Holdings in favor of the Company and
(z) the assignment to and assumption by SFC Holdings of all
of SFC's rights and obligations under the Parent Note or, in
the alternative, the execution of a replacement note made by
the Company in favor of SFC Holdings. Each of Bankers Trust
Company, as Agent for the VFC Certificateholders, and the
VFC Certificateholders hereby acknowledges that, upon the
effectiveness of this Amendment, SFC shall cease to have any
obligations under any of the Agreements, the Guaranty or the
Parent Note.
SECTION 7. Covenants, Representations and
Warranties of the Company, SFC and SFC Holdings.
7.1 Upon the effectiveness of this Amendment and
Consent, each of the Company, SFC and SFC Holdings, as
Master Servicer, hereby reaffirms all covenants,
representations and warranties made by it (or, in the case
of SFC Holdings, made by SFC) in each of the Agreements 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
and Consent, 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.
7.2 Each party hereto represents and warrants that
this Amendment and Consent constitutes its legal, valid and
binding obligation, enforceable against each such party in
accordance with its terms.
SECTION 8. Conditions to Effectiveness. This
Amendment and Consent shall become effective as of the date
hereof upon:
8.1 the Trustee's receipt of:
(a) executed counterparts of this Amendment and
Consent, executed by each of the parties hereto
and acknowledged and consented to by each of
Bankers Trust Company, as Agent for the VFC
Certificateholders, and the requisite VFC
Certificateholders;
(b) executed counterparts of Amendment No. 3,
executed by each of the parties thereto and
acknowledged by the requisite VFC
Certificateholders;
(c) an officer's certificate of a Responsible
Officer of the Company certifying that neither
this Amendment and Consent nor Amendment No. 3
shall adversely affect in any material respect the
interests of the VFC Certificateholders;
(d) a secretary's certificate from each of the
Company, SFC and SFC Holdings certifying (i) board
resolutions authorizing the execution and delivery
of this Amendment and Consent, (ii) the incumbency
of the natural persons authorized to execute and
deliver this Amendment and Consent, (iii) the
charter and bylaws of the Company, SFC or SFC
Holdings, as the case may be, being correct and in
full force and effect and (iv) copies of "good
standing" certificates issued by the Secretary of
State of the State of Delaware, certifying that
each of the Company, SFC, or SFC Holdings, as the
case may be, is in good standing and has paid all
taxes due to the State of Delaware, and including
as annexes thereto the certificate of
incorporation of the Company, SFC or SFC Holdings,
as the case may be; and
8.2 (i) the completion of the refinancing
transactions and exchange offers contemplated under (x) SFAC
New Holdings, Inc.'s Offer to Exchange and Consent
Solicitation dated May 10, 1999 with respect to certain
senior secured discount debentures issued by Specialty Foods
Acquisition Corporation and (y) SFC New Holdings, Inc.'s
Offer to Exchange and Consent Solicitation dated May 10,
1999 with respect to certain senior notes of SFC and (ii)
the effectiveness of Amendment No. 3.
9. Continuing Effect of the Agreements. Except
as expressly amended, modified and supplemented hereby, the
provisions of each of the Agreements are and shall remain in
full force and effect.
10. GOVERNING LAW. THIS AMENDMENT AND CONSENT
SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE
OF NEW YORK, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE
PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH
SUCH LAW.
11. Counterparts. This Amendment and Consent may
be executed in two or more counterparts (and by different
parties on separate counterparts), each of which shall be an
original, but all of which together shall constitute one and
the same instrument.
IN WITNESS WHEREOF, the parties have caused this
Amendment and Consent to be duly executed by their
respective officers as of the day and year first above
written.
SPECIALTY FOODS FINANCE CORPORATION
BY: /s/ Sean M. Stack
------------------
Name: Sean M. Stack
Title: Vice President
SPECIALTY FOODS CORPORATION
BY: /s/ Sean M. Stack
-------------------
Name: Sean M. Stack
Title: Vice President
SFC NEW HOLDINGS, INC.
BY: /s/ Sean M. Stack
---------------------
Name: Sean M. Stack
Title: Vice President
THE CHASE MANHATTAN BANK, as Trustee
BY:
Name:
Title:
Acknowledged and consented to
as of the date indicated above:
BANKERS TRUST COMPANY,
as Agent and VFC Certificateholder
BY: _______________________________
Name:
Title:
CRESCENT/MACH I PARTNERS, L.P.
c/o TRUST COMPANY OF THE WEST
BY: _______________________________
Name:
Title:
NATEXIS BANQUE
BY: _______________________________
Name:
Title:
COOPERATIEVE CENTRALE RAIFFEISEN BOERENLEENBANK B.A.
"RABOBANK NEDERLAND" NEW YORK BRANCH
BY: _________________________________
Name:
Title
COMPAGNIE FINANCIERE DE CIC
BY: ________________________________
Name:
Title:
GCB INVESTMENT PORTFOLIO AND OSPRY INVESTMENTS
c/o CITIBANK GLOBAL ASSET MANAGEMENT
BY: ________________________________
Name:
Title:
Dates Referenced Herein and Documents Incorporated by Reference
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