EXHIBIT 10.81
AMENDMENT
to
SERIES 1998-1 SUPPLEMENT
Dated as of March 31, 1998
THIS AMENDMENT ("Amendment") dated as of April 9,
1998 is entered into between SPECIALTY FOODS FINANCE
CORPORATION (the "Company"), SPECIALTY FOODS CORPORATION, as
master servicer (the "Master Servicer"), THE CHASE MANHATTAN
BANK, as trustee (the "Trustee") and BANKERS TRUST COMPANY
("Bankers Trust"), as the sole VFC Certificateholder under that
certain Certificate Purchase Agreement, dated as of March 31,
1998 among the Company, the Master Servicer, certain financial
institutions party thereto from time to time and Bankers Trust
as Agent.
Reference is made to that certain Series 1998-1
Supplement, dated as of March 31, 1998 (the "Supplement"),
among the Company, the Master Servicer and the Trustee to the
Pooling Agreement, as amended (the "Pooling Agreement") dated
as of November 16, 1994 among the Company, the Master Servicer
and the Trustee. Capitalized terms used herein and not defined
herein shall have the meanings set forth in the Supplement.
SECTION 1. Amendment to the Supplement. The
Supplement is, effective the date hereof, hereby amended as
follows:
1.1 The definition of "Applicable Base Rate"
set forth in Section 1.1 of the Supplement is hereby
amended to delete the percentage "1.0%" which appears
in clause (y) therein and to substitute therefor the
percentage, "0.5%".
SECTION 2. Covenants, Representations and Warranties
of the Borrowers.
2.l Upon the effectiveness of this Amendment, each
of the Company and the 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.
2.2 Each of the Company and the Master Servicer
hereby represents and warrants that this Amendment constitutes
its legal, valid and binding obligation, enforceable against
such Person in accordance with its terms.
SECTION 3. Reference to and Effect on the
Supplement.
3.l Upon the effectiveness of this Amendment, each
reference in the Supplement to "this Agreement", "hereunder",
"hereof", "herein" or words of like import shall mean and be a
reference to the Supplement, as amended hereby, and each
reference to the Supplement in any other document, instrument
or agreement executed and/or delivered in connection with the
Supplement, including without limitation, in the Pooling
Agreement, shall mean and be a reference to the Supplement as
amended hereby.
3.2 Except as specifically amended above, the
Supplement and all other Transaction Documents executed and/or
delivered in connection therewith shall remain in full force
and effect and are hereby ratified and confirmed.
3.3 The execution, delivery and effectiveness of
this Amendment shall not operate as a waiver of any right,
power or remedy of any VFC Certificateholder under the
Supplement or any other Transaction Document executed in
connection therewith, nor constitute a waiver of any provision
contained therein, except as specifically set forth herein.
SECTION 4. Execution in Counterparts. This Amend
ment may be executed in any number 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 taken together shall constitute but
one and the same instrument.
SECTION 5. Governing Law. This Amendment shall be
governed by and construed in accordance with the laws of the
State of New York.
SECTION 6. Headings. Section headings in this
Amendment are included herein for convenience of reference only
and shall not constitute a part of this Amendment for any other
purpose.
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: Vice President, Treasurer
and Assistant Secretary
SPECIALTY FOODS CORPORATION,
as Master Servicer
By:
Name:
Title: Vice President and Treasurer
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: