-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, VvbLKTPeH5+8wcoK3R67V06aa1OxWRoOscXIVIfTLh9j7EVyYhPOff3PREZxYDv5 okEaJSxhHS6opNldq/lGVw== 0000948688-98-000010.txt : 19981028 0000948688-98-000010.hdr.sgml : 19981028 ACCESSION NUMBER: 0000948688-98-000010 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 19980912 FILED AS OF DATE: 19981027 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: JITNEY JUNGLE STORES OF AMERICA INC /MI/ CENTRAL INDEX KEY: 0001005408 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-GROCERY STORES [5411] IRS NUMBER: 640280539 STATE OF INCORPORATION: MI FISCAL YEAR END: 0103 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 033-80833 FILM NUMBER: 98731394 BUSINESS ADDRESS: STREET 1: 3800 I 55 NORTH STREET 2: STE 200 CITY: JACKSON STATE: MS ZIP: 39211 BUSINESS PHONE: 6019658625 MAIL ADDRESS: STREET 1: JITNEY JUNGLE STORES OF AMERICA INC STREET 2: 3800 I 55 NORTH CITY: JACKSON STATE: MS ZIP: 39211 FORMER COMPANY: FORMER CONFORMED NAME: JJ ACQUISITIONS CORP DATE OF NAME CHANGE: 19951227 10-Q 1 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Quarterly Report Pursuant To Section 13 or 15 (d) of The Securities and Exchange Act of 1934 QUARTER ENDED September 12, 1998 COMMISSION FILE NO. 33-80833 JITNEY-JUNGLE STORES OF AMERICA, INC. (Exact name of registrant as specified in its charter) STATE OF INCORPORATION I.R.S. EMPLOYER I.D. NO. Mississippi 64-0280539 ADDRESS OF PRINCIPAL EXECUTIVE OFFICE 1770 Ellis Avenue, Suite 200, Jackson, MS 39204 REGISTRANT'S TELEPHONE NUMBER INCLUDING AREA CODE 601-965-8600 Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months, and (2) has been subject to such filing requirements for the past 90 days. YES (X) NO The number of shares of Registrant's Common Stock, par value one cent ($.01) per share, outstanding at October 15, 1998, was 425,000 shares.
JITNEY-JUNGLE STORES OF AMERICA, INC. TABLE OF CONTENTS PART I. FINANCIAL INFORMATION Page Item 1.Financial Statements: Condensed Consolidated Balance Sheets September 12, 1998 (Unaudited) and January 3,1998 2 Condensed Consolidated Statements of Operations Thirty-six (36) and Twelve (12) Week Periods Ended September 12, 1998 (Unaudited) and Thirty-seven (37) and Twelve (12) Week Periods Ended September 20, 1997 (Unaudited) 3 Condensed Consolidated Statements of Changes in Stockholders' Deficit for the Thirty-six (36) Week Period Ended September 12, 1998 (Unaudited) and Thirty-seven (37) Week Period Ended September 20, 1997 (Unaudited) 4 Condensed Consolidated Statements of Cash Flows Thirty-six (36) Week Period Ended September 12, 1998 (Unaudited) and Thirty-seven (37) Week Period Ended September 20, 1997 (Unaudited) 5 Notes to Condensed Consolidated Financial Statements September 12, 1998 (Unaudited) and September 20, 1997 (Unaudited) 6-8 Item 2.Management's Discussion and Analysis of Financial Condition and Results of Operations 9-16 PART II.OTHER INFORMATION Item 1.Legal Proceedings 17 Item 2.Change in Securities 17 Item 3.Defaults Upon Senior Securities 17 Item 4.Submission of Matters to a Vote of Security Holders 17 Item 5.Other Information 17-18 Item 6.Exhibits and Reports on Form 8-K 18
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PART I. ITEM 1. FINANCIAL STATEMENTS JITNEY-JUNGLE STORES OF AMERICA, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (Dollars in thousands) September 12, January 3, 1998 1998 (Unaudited) ASSETS ----------- ----------- Current assets: Cash and cash equivalents $ 8,494 $ 11,984 Receivables 19,652 13,833 Merchandise inventories 159,849 162,786 Prepaid expenses and other 24,688 11,570 Deferred income taxes 13,701 15,681 ---------- ---------- Total current assets 226,384 215,854 ---------- ---------- PROPERTY AND EQUIPMENT - net 286,578 303,774 ---------- ---------- Other assets Goodwill, net of amortization of $3,895 at September 12, 1998 and $1,105 at January 3, 1998 152,077 142,415 Other assets - net 27,209 32,237 Deferred income taxes 6,279 ---------- ---------- Total other assets 185,565 174,652 ---------- ---------- TOTAL ASSETS $ 698,527 $ 694,280 ========= ========= LIABILITIES AND STOCKHOLDERS' DEFICIT Current liabilities: Accounts payable $ 112,273 $ 112,641 Accrued expenses 70,010 75,558 Current portion of capitalized leases 6,772 6,760 Payable to former shareholders of Delchamps, Inc 7,702 26,637 Restructuring obligations 9,238 14,927 ---------- ---------- Total current liabilities 205,995 236,523 Noncurrent liabilities: Long-term debt 503,317 449,831 Obligations under capitalized leases, excluding current installments 64,717 68,321 Restructuring obligations, excluding current installments 37,240 40,588 Deferred income taxes 3,875 ---------- ---------- Total liabilities 811,269 799,138 Commitments and contingencies Redeemable Preferred stock (aggregate liquidation preference value of $70,756 at September 12, 1998 and $65,077 at January 3, 1998) 68,865 63,042 Stockholders' deficit: Class C Preferred stock - Series 1 (at liquidation value) 9,695 9,071 Common stock ($.01 par value, authorized 5,000,000 shares, issued 425,000 shares 4 4 Additional paid-in capital (302,326) (302,326) Retained earnings 111,020 125,351 ---------- ---------- Total stockholders' deficit (181,607) (167,900) ---------- ---------- TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT $ 698,527 $ 694,280 ========= ========= See notes to condensed consolidated financial statements.
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JITNEY-JUNGLE STORES OF AMERICA, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Dollars in Thousands Except Per Share Amounts) 36 Weeks 37 Weeks 12 Weeks 12 Weeks Ended Ended Ended Ended Sept 12, Sept 20, Sept 12, Sept 20, 1998 1997 1998 1997 (Unaudited) (Unaudited) (Unaudited) (Unaudited) ---------------- ---------------- ------------- --------------- NET SALES $ 1,432,963 $ 873,590 $ 474,371 $ 286,651 ---------------- ---------------- ------------- --------------- COSTS AND EXPENSES: Cost of goods sold 1,058,083 652,927 343,789 214,343 Direct store expenses 284,952 147,766 94,920 50,358 Warehouse, administrative and general expenses 52,87 39,597 17,967 10,926 Nonrecurring charges 5,479 2,742 Interest expense - net 48,27 26,066 16,625 9,414 ---------------- ---------------- ------------- --------------- Total costs and expenses 1,444,727 871,835 473,301 287,783 ---------------- ---------------- ------------- --------------- Earnings (loss) before taxes on income (11,764) 1,755 1,070 (1,132) Income tax expense (benefit) (3,880) 589 403 (460) ---------------- ---------------- ------------- --------------- Earnings (loss) before extraordinary item (7,884) 1,166 667 (672) EXTRAORDINARY ITEM, net of income tax benefit of $518 (870) (870) ---------------- ---------------- ------------- --------------- NET EARNINGS (LOSS) $ (7,884) $ 296 $ 667 $ (1,542) ================ ================ ============= =============== EARNINGS (LOSS) PER COMMON AND COMMON EQUIVALENT SHARE $ (33.43) $ (12.63) $ (3.37) $ (8.34) ================ ================ ============= =============== EARNINGS (LOSS) PER COMMON AND COMMON EQUIVALENT SHARE ASSUMING DILUTION $ (33.43) $ (12.63) $ (3.37) $ (8.34) ================ ================ ============= =============== See notes to condensed consolidated financial statements.
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JITNEY-JUNGLE STORES OF AMERICA, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT FOR THE THIRTY-SIX (36) WEEK PERIOD ENDED SEPTEMBER 12, 1998 (Unaudited) AND THE THIRTY-SEVEN (37) WEEK PERIOD ENDED SEPTEMBER 20, 1997 (Unaudited) (Dollars in thousands) Class C Preferred Stock, Series 1 Common Stock Additional Treasury No. of No. of Paid-In Retained Stock at Shares Amount Shares Amount Capital Earnings Cost ------ ------ ------ ------ ---------- --------- -------- Balance January 4, 1997 76,042 $ 8,240 425,000 $ 4 $ (302,326) $ 144,027 Net earnings 296 Accretion of discount on Class A Preferred stock (144) Cumulation of dividends on Preferred stock 583 (5,662) Balance ------- ------- ------- ------ ---------- ------- -------- September 20, 1997 76,042 $ 8,823 425,000 $ 4 $ (302,326) $ 138,517 $ ======= ======= ======= ====== ========= ======= ======== Balance January 3, 1998 76,042 $ 9,071 425,000 $ 4 $ (302,326) $ 125,351 Net loss (7,884) Purchase of 1700 shares of treasury stock $ (20) Sale of 1700 shares of treasury stock $ 20 Accretion of discount on Class A Preferred stock (144) Cumulation of dividends on Preferred stock 624 (6,303) Balance ------ ------ ------- ------ ---------- -------- -------- September 12, 1998 76,042 $ 9,695 425,000 $ 4 $ (302,326) $ 111,020 $ ====== ====== ======= ====== ========= ======== ======== See notes to condensed consolidated financial statements.
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JITNEY-JUNGLE STORES OF AMERICA, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Dollars in thousands) 36 Weeks 37 Weeks (Unaudited) Ended Ended September 12, September 20, 1998 1997 OPERATING ACTIVITIES: ----------- ----------- Net earnings (loss) $ (7,884) $ 296 Adjustment to reconcile net earnings (loss) to net cash provided by (used in) operating activities: Depreciation 40,046 20,575 Amortization of deferred loan costs 2,358 838 Loss (gain) on disposition of property and other assets (39) 1,918 Deferred income tax benefit (8,174) (17,707) Increase (decrease) in restructuring obligation (15,768) 50,748 Changes in assets and liabilities: Notes and accounts receivable (5,481) (8,718) Store and warehouse inventories 427 6,633 Prepaid expenses (13,118) (5,879) Accounts payable (368) 12,277 Accrued expenses (4,561) 13,585 ---------- ---------- Net cash provided by (used in) operating activities (12,562) 74,566 ---------- ---------- INVESTING ACTIVITIES: Capital expenditures (30,012) (17,881) Proceeds from sale of property and other assets 11,054 7,186 Direct acquistion costs (4,465) Payment to former shareholders of Delchamps, Inc. (18,935) Decrease (increase) in other assets 2,523 (250,576) ---------- ---------- Net cash used in investing activities (39,835) (261,271) ---------- ---------- FINANCING ACTIVITIES: Proceeds (payments) on long-term debt - net 53,498 192,314 Payments on capitalized lease obligations (3,604) (3,356) Other liabilities (987) Merger cost (14) Purchase of treasury stock (20) Sale of treasury stock 20 ---------- ---------- Net cash provided by financing activities 48,907 188,944 ---------- ---------- INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (3,490) 2,239 CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD 11,984 7,642 ---------- ---------- CASH AND CASH EQUIVALENTS - END OF PERIOD $ 8,494 $ 9,881 ========== ========== SUPPLEMENTAL DISCLOSURES: Cash paid for interest $47,735 $ 25,306 ========== ========== Cash paid for income taxes, net of refunds $ 38 $ 5,750 ========== ========== See notes to condensed consolidated financial statements.
6 JITNEY-JUNGLE STORES OF AMERICA, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 12, 1998 (Unaudited) AND SEPTEMBER 20, 1997 (Unaudited) (Dollars in thousands) 1. BASIS OF PRESENTATION The unaudited condensed consolidated financial statements include those of Jitney-Jungle Stores of America, Inc. and its wholly-owned subsidiaries, Southern Jitney Jungle Company, Interstate Jitney-Jungle Stores, Inc., McCarty-Holman Co., Inc. and subsidiary, Jitney-Jungle Bakery, Inc., Delchamps Inc. and subsidiary and JJ Construction Corp. All material intercompany profits, transactions and balances have been eliminated. These interim financial statements have been prepared on the basis of accounting principles used in the annual financial statements for the 35 weeks ended January 3, 1998. In the opinion of management, the accompanying unaudited condensed consolidated financial statements contain all adjustments (all of which were of a normal recurring nature) necessary for a fair statement of consolidated financial position and results of operations of the Company for the interim periods. The results of operations of the Company for the thirty-six weeks ended September 12, 1998, are not necessarily indicative of the results which may be expected for the entire year. The Company changed its fiscal year end on January 3, 1998 to the closest Saturday to December 31. Previously, the Company reported its fiscal year end results as of the Saturday nearest to April 30. Data included herein for the third quarter of fiscal 1997 reflect the unaudited results of operations for the thirty-seven weeks ended September 20, 1997. 2. ACQUISITION In September 1997, the Company acquired the majority of the common stock of Delchamps, Inc. Certain shareholders dissented from the merger and are pursuing their appraisal remedy under Alabama law. Management does not expect this matter to have a material affect on operations or the price of the acquisition. The acquisition was accounted for as a purchase and, accordingly, Delchamps' results of operations were included in the Company's consolidated financial statements subsequent to the acquisition date. The purchase price, net of cash acquired of $84, has been allocated to the assets acquired and liabilities assumed based upon the estimated fair values at the date of acquisition, as set forth below. The only variation between such amounts and the final allocation will be a final determination of amounts to be paid to former shareholders of Delchamps who dissented from the merger (and related professional fees). Management believes, however that when the final valuation of the net assets acquired is complete, the allocation of the purchase price will not differ materially from the amounts shown herein. 7
Receivables and other current assets $ 12,569 Inventory 94,347 Property, equipment and leasehold improvements 121,822 Deferred income tax asset 22,739 Other assets 2,106 Goodwill 155,972 Accounts payable and accrued expenses (80,764) Notes payable and long-term debt , immediately (14,463) Capital lease obligations (15,760) Restructuring obligations (62,426) _____________ Net purchase price $ 236,142 =============
3. RESTRUCTURING OBLIGATIONS In connection with the Delchamps acquisition, the Company recorded a restructuring obligation of $63,319 relating to (i) stores closed by Delchamps prior to the acquisition; (ii) Delchamps stores to be closed after the acquisition because of unprofitability; (iii) Company and Delchamps stores required to be divested under a consent decree with the Federal Trade Commission; (iv) closure of the Delchamps headquarters in Mobile, Alabama; and (v) closure of the Delchamps warehouse facility in Hammond, Louisiana. The $63,319 consists of $45,292 of future rental payments, $2,007 of severance costs, $362 of loss on divestiture of fixed assets, $1,432 for locations previously closed by Delchamps and $14,226 of miscellaneous expenses related mainly to the shutdown of the Mobile and Hammond facilities. Of the total restructuring costs, $62,426 was recorded as goodwill as part of the purchase price allocation in the Delchamps acquisition and $893 was included as a nonrecurring charge in the statement of operations ($599 in the 35 weeks ended January 3, 1998 and $294 in the first quarter of fiscal 1998). 4. NONRECURRING CHARGES Nonrecurring charges recorded during the thirty-six week period ended September 12, 1998 consisted of severance benefits of $250 and loss on stores sold under the consent decree with the Federal Trade Commission in the Delchamps acquisition of $294. No nonrecurring charges were recorded during the third quarter of fiscal 1998. Nonrecurring charges recorded during the thirty-seven week period ended September 20, 1997 were $5,479 including $958 of severance benefits, $1,779 due to an employment agreement relating to the Company's former chief executive officer, $2,008 for bridge loan fees and $734 for stores that have been or will be closed or sold. 5. EXTRAORDINARY ITEM In connection with the Delchamps acquisition and the recapitalization in March 1996 ("Recapitalization"), the Company retired certain long-term debt prior to its scheduled maturity. Early retirement of such debt resulted in extraordinary losses of $870 (net of income tax benefit of $518) during the twelve week and thirty-seven week periods ended September 20, 1997. 8 6. LONG-TERM DEBT Long-term debt consisted of the following:
September 12, January 3, 1998 1998 ------------ ----------- Senior notes at 12%, maturing in 2006 $ 200,000 $ 200,000 Senior subordinated notes at 10.375% 200,000 200,000 maturing in 2007 Senior Credit Facility 103,317 49,831 ------------ ----------- Long-term debt $ 503,317 $ 449,831 ============ ===========
The Company has available a Senior Credit Facility of $150 million under which letters of credit aggregating $11,661 were outstanding at September 12, 1998. In addition, due to the interruption of business and the recent damage caused to the assets of the Company related to Hurricane Georges, the availability under the Senior Credit Facility has been increased by $25 million until January 15, 1999. 7. EARNINGS (LOSS) PER COMMON AND COMMON EQUIVALENT SHARE Earnings (loss) per common and common equivalent share is based on net income (loss) after preferred stock dividend requirements and the weighted average number of shares outstanding during each interim period. Cumulative dividends not declared or paid on preferred shares amounted to $2,101 and $6,303 for the twelve weeks and thirty-six weeks ended September 12, 1998, respectively. Cumulative dividends not declared or paid on preferred shares amounted to $2,001 and $5,662 for the twelve weeks and thirty-seven weeks ended September 20, 1997. The number of shares used in computing the earnings (loss) per share was 425,000 for the twelve weeks and 424,400 for the thirty-six weeks ended September 12, 1998 and 425,000 for the twelve weeks and thirty- seven weeks ended September 20, 1997. Incremental shares attributed to outstanding warrants were not included in the computation as their effect on earnings (loss) per share would be antidilutive. 8. COMMITMENTS AND CONTINGENCIES The Company is a party to certain litigation incurred in the normal course of business. In the opinion of management, the ultimate liability, if any, which may result from this litigation will not have a material adverse effect on the Company's financial position or results of operations. 9 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Dollars in thousands) The following is management's discussion and analysis of significant factors affecting the Company's financial condition and results of operations during the periods included in the accompanying condensed consolidated statements of operations. A table showing the percentage of net sales represented by certain items in the Company's condensed consolidated statements of operations is as follows:
36 Weeks 37 Weeks 12 Weeks 12 Weeks Ended Ended Ended Ended Sept 12, Sept 20, Sept 12, Sept 20, 1998 1997 1998 1997 -------- -------- --------- --------- Net sales 100.0% 100.0% 100.0% 100.0% Gross profit 26.2 25.3 27.5 25.2 Direct store expenses 19.9 16.9 20.0 17.6 Warehouse, administrative and general expenses 3.7 4.6 3.8 3.8 Nonrecurring charges 0.0 0.6 0.0 1.0 Operating income 2.6 3.2 3.7 2.9 Interest expense, net 3.4 3.0 3.5 3.4 Earnings (loss) before income taxes (0.8) 0.2 0.2 (0.5) Provision for income taxes (0.3) 0.1 0.1 (0.2) Extraordinary item 0.0 0.1 0.0 0.1 Net earnings (loss) (0.5) 0.0 0.1 (0.6) EBITDA 5.3 5.1 6.5 6.0
A summary of the period to period changes in certain items included in the condensed consolidated statements of operations for the thirty-six and thirty-seven week periods and twelve week periods ended September 12, 1998 and September 20, 1997, respectively is as follows:
Thirty-six Weeks Ended Twelve Weeks Ended September 12,1998 September 12,1998 $ % $ % -------- -------- -------- -------- Net sales $ 559,373 64.0 % $187,720 65.5 % Gross profit 154,217 n/m 58,274 n/m Direct store expenses 137,186 n/m 44,562 n/m Warehouse, administrative and general expenses 13,278 n/m 7,041 n/m Nonrecurring charges (4,935) n/m (2,742) n/m Operating income 8,688 31.2 9,413 n/m Interest expense, net 22,207 85.2 7,211 76.6 Earnings (loss) before income taxes (13,519) n/m 2,202 n/m Provision for income taxes (4,469) n/m 863 n/m Extraordinary item 870 n/m 870 n/m Net earnings (loss) (8,180) n/m 2,209 n/m EBITDA 23,304 44.0 13,689 79.3 (n/m - not meaningful comparison)
10 RESULTS OF OPERATIONS GENERAL The results of operations of Delchamps have been included in the Company's consolidated financial statements since September 12, 1997. Accordingly, the thirty-seven weeks ended September 20, 1997 only includes the effects of the Delchamps acquisition from September 12, 1997 through September 20, 1997 whereas the thirty-six weeks ended September 12, 1998 reflects the acquisition for the entire period. The percentage change in same store sales has been calculated by comparing supermarkets open throughout both periods, including, for the thirty-seven weeks ended September 20, 1997, supermarkets acquired in the Delchamps acquisition. During the thirty-six weeks ended September 12, 1998, the Company focused, among other things, on integrating the operations of Delchamps. Specifically, the Company replaced Delchamps' shelf tags with the Company's shelf tags and changed the mix of products offered at Delchamps' stores to conform to the Company's mix and, in certain cases, local preferences. The integration of Delchamps into the Company's information systems and retraining of Delchamps' store employees was also completed. In addition, the Company closed Delchamps' Hammond warehouse in February 1998, closed Delchamps' Mobile headquarters in April 1998, and began to use the Company's in-house printing facilities to print a majority of the print advertising for Delchamps' stores, which was previously outsourced by Delchamps. 11 PROPERTIES The following table recaps store data for fiscal year 1998:
Q1 FY98 Q2 FY98 Q3 FY98 Ended Ended Ended Mar 28, 98 Jun 20, 98 Sep 12, 98 __________ __________ __________ Stores Beginning 217 200 198 Acquired Opened 2 Closed/sold (17) (2) (1) ________________________________ Ending 200 198 199 ================================ Format Conventiona 172 168 167 Combination 11 14 16 Discount 17 16 16 ________________________________ Total 200 198 199 ================================ Locations Mississippi 81 81 82 Alabama 49 48 49 Arkansas 5 5 5 Florida 15 15 15 Tennessee 7 6 6 Lousiana 43 43 42 ________________________________ Total 200 198 199 ================================ Gasoline Beginning 54 53 53 Acquired Opened 1 1 Closed/sold (1) (1) ________________________________ Ending 53 53 54 ================================ Locations Mississippi 45 44 45 Alabama 2 2 2 Arkansas 2 2 2 Florida Tennessee 4 5 5 Lousiana ________________________________ Total 53 53 54 ================================
NET SALES Net sales increased $187,720 or 65.5% in the twelve week period and $559,373 or 64.0% in the thirty-six week period ended September 12, 1998 as compared to the twelve and thirty-seven week periods ended September 20, 1997. The net sales increase was primarily attributable to the Delchamps acquisition. Same store sales decreased approximately 6.2% for the twelve week period and 4.4% for the thirty-six week period ended September 12, 1998. Sales throughout the thirty-seven weeks ended September 20, 1997 were positively impacted by the introduction of the Company's Gold Card, its customer loyalty program, in approximately 79 Jitney-Jungle and Jitney Premier supermarkets in January 1997. Sales for the thirty-six weeks ended September 12, 1998 were positively impacted by the introduction of the Gold Card in 52 Delchamps supermarkets in March 1998 and in the remaining Delchamps supermarkets during the second quarter ended June 20, 1998. The decline in same store sales is attributable primarily to competion presures [23 competitive openings (of which 6 were replacement stores) during the thirty-six week period ended September 12, 1998], distribution problems which are being corrected, a decline in sales at Delchamps supermarkets due to disruptions caused by the transition process which has been completed, and the fact that the Gold Card introduction positively impacted sales for most of the thirty-seven weeks ended September 20, 1997 but only the latter part of the thirty-six weeks ended September 12, 1998. During the third quarter ended 12 September 12, 1998, the Company opened 2 new stores (in Hattiesburg, MS and in Jackson, AL) in its newest prototype combination store format and opened 1 gasoline station. In addition, 1 store was closed. During the thirty-six weeks ended September 12, 1998 the Company opened 2 new stores in its combination store format and opened 2 gasoline stations. In addition, 2 gasoline stations and 20 stores were sold or closed including 10 stores that were required to be sold by the Federal Trade Commission in connection with the Delchamps acquisition. The Company's store count at the end of the quarter was 199 supermarkets (16 discount stores, 167 conventional stores and 16 combination stores) and 54 gasoline stations as compared to 221 supermarkets (18 discount stores, 192 conventional stores and 11 combination stores) and 53 gasoline stations at September 20, 1997. GROSS PROFIT Gross profit for the third quarter of fiscal 1998 increased $58,274 to $130,582 or 27.5% of net sales, compared to $72,308, or 25.2% of net sales, for the third quarter of fiscal 1997. Gross profit as a percentage of sales was 26.2% for the thirty-six week period ended September 12, 1998 as compared to 25.3% for the thirty-seven week period ended September 20, 1997. Gross profit increased primarily due to the increase in net sales due to the Delchamps acquisition. During the second quarter of fiscal 1998 the Company began to benefit from increased purchasing leverage resulting from the Delchamps acquisition and this trend continued during the third quarter ended September 12, 1998. The realized and expected benefits of such increased purchasing leverage are difficult to quantify precisely. Other benefits of increased purchasing leverage include reduced costs from volume incentives. The Company expects to continue to benefit from such purchasing leverage. The increase in gross profit as a percentage of net sales is principally due to such increased purchasing leverage and the improvement in product mix in the combination stores. In addition during the second and third quarters of fiscal 1998 the Company made significant progress to reduce store shrink. DIRECT STORE EXPENSES Direct store expenses were $94,920 or 20.0% of net sales and $50,358 or 17.6% of net sales for the twelve week periods and $284,952 or 19.9% of net sales and $147,766 or 16.9% of net sales for the thirty-six week and thirty-seven week periods ended September 12, 1998 and September 20, 1997, respectively. Direct store expenses increased primarily due to an increase in net sales (due to the Delchamps acquisition). The increase in direct store expenses as a percentage of net sales was primarily in the areas of rent, labor and utilities. Rent expense as a percentage of net sales in the Delchamps stores is more than twice that of the other Company stores. The increase in store labor as a percentage of net sales was principally due to a temporary increase in the number of employees, which was necessary in order to complete retraining required at the Delchamps supermarkets. The increase in utility costs was principally due to the heat wave across the Southeast. WAREHOUSE, ADMINISTRATIVE AND GENERAL EXPENSES Warehouse, administrative and general expenses were $17,967 or 3.8% of net sales and $10,926 or 3.8% of net sales for the twelve week periods and $52,875 or 3.7% of net sales and $39,597 or 4.6% of net sales for the thirty-six week and thirty-seven week periods ended September 12, 1998 and September 20, 1997 respectively. Warehouse, administrative and general expenses increased primarily due to an increase in net sales and increased warehousing expenses resulting from the Delchamps transaction. The decrease in warehouse, administrative and general expenses as a percent of sales for the thirty-six weeks ended September 12, 1998 was primarily due to additional sales and a decrease in administrative expenses as a result of the closing of the Delchamps' Mobile headquarters in April 1998. The Company has closed Delchamps' Hammond warehouse, which the Company expects will lead to substantial cost savings. The resulting increase in volume at the Company's Jackson warehouse facilities has created operating inefficiencies that are currently being addressed by the Company's management and are expected to be resolved by the end of fiscal 1998. As a result of these inefficiencies, the Company experienced higher warehouse expenses during the thirty-six weeks ended September 12, 1998 than it expects to experience in the remainder of fiscal 1998. NONRECURRING CHARGES Nonrecurring charges were $544 for the thirty-six week period ended September 12, 1998 consisting of severance benefits of $250 and loss on stores sold under the consent decree with the Federal Trade Commission in the Delchamps acquisition of $294. No nonrecurring charges were recorded 13 during the twelve week period ended September 12, 1998. Nonrecurring charges consisting of $958 of severance benefits, $1,779 relating to future payments to be made under an agreement with the Company's former chief executive officer, $2,008 for bridge loan fees and $734 for stores that have been or will be closed or sold were recorded during the thirty-seven week period ended September 20, 1997. EXTRAORDINARY ITEM In connection with the Delchamps acquisition and the Recapitalization, the Company retired certain long-term debt prior to its scheduled maturity. Early retirement of such debt resulted in extraordinary losses of $870 (net of income tax benefit of $518) during the twelve week and thirty-seven week periods ended September 20, 1997. There were no extraordinary items during the thirty-six week period ended September 12, 1998. OPERATING INCOME Operating income was $17,695 or 3.7% of net sales and $8,282 or 2.9% of net sales for the twelve week periods and was $36,509 or 2.6% of net sales and $27,821 or 3.2% of net sales for the thirty-six week and thirty-seven week periods ended September 12, 1998 and September 20, 1997, respectively. The increase in operating income was due to the factors discussed above. EBITDA EBITDA represents net income before interest income, interest expense, income taxes, depreciation and amortization and LIFO charges/credits and is calculated before any deduction for nonrecurring charges. EBITDA increased $13,689 or 79.3% to $30,960 or 6.5% of net sales in the third quarter of fiscal 1998 as compared to $17,271 or 6.0% of net sales in the third quarter of fiscal 1997. EBITDA increased $23,304 or 44.0% to $76,316 or 5.3% of net sales for the thirty-six week period ended September 12, 1998 as compared to $53,012 or 6.1% of net sales for the thirty-seven week period ended September 20, 1997. EBITDA increased primarily due to an increase in sales due to the Delchamps acquisition. The decrease in EBITDA as a percentage of net sales for the thrity-six week period ended September 12, 1998 was due primarily to the increase in direct store expenses and warehouse expenses discussed above. EBITDA as presented is consistent with the definition used for covenant purposes contained in the Indenture governing the Company's Senior Notes and Senior Subordinated Notes. EBITDA is a widely accepted financial indicator of a company's ability to service debt. However, EBITDA should not be construed as an alternative to operating income, net income or cash flows from operating activities (as determined in accordance with generally accepted accounting principles) and should not be construed as an indication of the Company's operating performance or as a measure of liquidity. EBITDA as defined by the Company may not be comparable to similarly titled measures reported by other companies. NET INTEREST EXPENSE Net interest expense was $16,625 in the third quarter of fiscal 1998 as compared to $9,414 in the third quarter of fiscal 1997 and was $48,273 and $26,066 for the thirty-six week and thirty-seven week periods ended September 12, 1998 and September 20, 1997, respectively. The increase in interest expense was primarily due to interest expense on the $200 million Senior subordinated notes issued in September 1997 in connection with the Delchamps acquisition. INCOME TAX EXPENSE (BENEFIT) Income tax expense for the twelve weeks and thirty-seven weeks ended September 20, 1997 was 40.6% and 33.6%, respectively, of pre-tax income compared to the federal and state statutory rate of 37.3%. The income tax benefit for the twelve weeks and thirty-six weeks ended September 12, 1998 was 37.7% and 33.0%, respectively, of pre-tax loss compared to the federal and state statutory rate of 37.3%; the difference in rates for the twelve weeks and thirty-six weeks ended September 12, 1998 occurred primarily because goodwill relating to the Delchamps acquisition is deductible for financial reporting purposes but not for income tax purposes. 14 NET INCOME (LOSS) Net income (loss) for the twelve weeks ended September 12, 1998 was $667 compared to ($1,542) for the twelve weeks ended September 20, 1997. Net income (loss) for the thirty-six weeks ended September 12, 1998 was ($7,884) compared to $296 for the thirty-seven weeks ended September 20, 1997. The decrease in net income resulted primarily from the increase in interest expense discussed above. Net income (loss) attributable to common shareholders decreased to ($14,187) for the thirty-six weeks ended September 12, 1998 compared to ($5,366) for the thirty-seven weeks ended September 20, 1997 and reflects the cumulation of dividends on preferred stock issued in the Recapitalization. LIQUIDITY AND CAPITAL RESOURCES Due to the Recapitalization and acquisition of Delchamps in September 1997 the Company has become highly leveraged and has certain restrictions on its operations. At September 12, 1998, Jitney-Jungle had $574,806 of total long-term debt (including capitalized leases and current installments) and a shareholders deficit of $181,607. The Company's principal uses of liquidity have been to fund working capital, meet debt service requirements and finance Jitney-Jungle's strategic plans. The Company's principal sources of liquidity have been cash flow from operations and borrowings under the Senior Credit Facility. Outstanding borrowings at September 12, 1998 were $103,317 under the Senior Credit Facility. Cash used in operating activities during the thirty-six week period ended September 12, 1998 was $12,562. Cash provided by operating activities during the thirty-seven week period ended September 20, 1997 was $74,566. Restructuring obligations decreased due to the payment of restructuring obligations. Notes and accounts receivable increased primarily due to an increase in receivables from vendors. Accrued expenses decreased primarily due to the payment of interest on Senior Notes, Senior Subordinated Notes and the Senior Credit Facility. Net cash used in investing activities was $39,835 and $261,271 for the thirty-six week and thirty-seven week periods ended September 12, 1998 and September 20, 1997, respectively. The Company paid approximately $5,137 in cash to former Delchamps shareholders and deposited $13,798 in cash with the clerk of court of Mobile County Alabama as required by law in connection with the appraisal proceeding described below. The Company realized proceeds from the sale of 10 stores which were required to be sold by the Federal Trade Commission due to the Delchamps acquisition and also sold land for $4,483. Net cash provided by financing activities was $48,907 and $188,944 for the thirty-six week and thirty-seven week periods ended September 12, 1998 and September 20, 1997, respectively. The principal sources of funds in financing activities for the thirty-six week period ended September 12, 1998 were the borrowings under the Senior Credit Facility. The principal uses of funds in financing activities for the thirty-six week period ended September 12, 1998 were the payment of capital lease obligations. Management believes that the Company will be able to finance capital expenditures and other cash requirements for the remainder of fiscal 1998 through cash flows from operations and borrowings under its Senior Credit Facility. Capital expenditure plans are continuously evaluated and modified from time to time depending on cash availability and other economic factors. The Company considers acquisition opportunities from time to time. Any such future acquisitions may require the Company to seek additional debt or equity financing. ENVIRONMENTAL MATTERS The Company's expenditures to comply with environmental laws and regulations at its gas stations and supermarkets primarily consist of those related to closing or upgrading underground storage tanks and retrofitting chloroflurocarbon ("CFC") chiller units. The Company's unreimbursed costs for remediation at the 16 locations which have had leaks or spills have not been material. The Company is in the process of complying with the requirements of the Resource Conservation and Recovery Act of 1980, as amended (the "RCRA") regarding underground storage tanks which must be met by the end of calendar 1998. In order to comply with the RCRA, the Company spent $30,000 to close non-compliant tanks during the thirty-six weeks ended September 12, 1998 and $500,000 to upgrade non-compliant tanks during fiscal 1997 and the 35 weeks ended January 3, 1998. The Company estimates that it will cost between $120,000 to $210,000 to upgrade the remaining non-compliant tanks during the remainder of fiscal 1998. The Company is in the process of retrofitting all of its chillers to use non-chloroflurocarbon based refrigerants in anticipation of the phase out of the manufacture of chloroflurocarbon 15 pursuant to the Clean Air Act. The Company has budgeted $145,000 for the fourth quarter of fiscal 1998 and $183,000 for fiscal 1999 to retrofit all of its remaining CFC chiller units. YEAR 2000 During calendar years 1996 and 1997, the Company's Information Systems Department conducted an extensive information systems review of all primary systems, such as financial, payroll, human resources, employee benefits, purchasing, merchandising, retail/pricing, warehousing and store management as well as secondary systems such as catering, damage reclamation and loss prevention. This review evaluated these systems in terms of their Year 2000 compliance, flexibility to absorb Delchamps' operations, capacity, general efficiency, compatibility and competitive advantage. The department recommended, and the Company is implementing, the replacement or upgrading all of the Company's primary and secondary systems, most of which were 10 to 15 years old. From March 1997 to September 12, 1998, the Company spent approximately $3.3 million to replace its financial, payroll, human resources and employee benefits systems. The Company's other primary systems (purchasing, merchandising, retail/pricing, warehousing and store management, and various operating systems) are either being upgraded for Year 2000 compliance through regular maintenance updates or are scheduled to be replaced by May 31, 1999, at an estimated cost of $3.0 million, at which time all potential Year 2000 problems in the Company's primary systems should be resolved. Although the Company's operations are not dependent on its secondary systems, the Company has spent $250,000 as of September 12, 1998 upgrading these systems and anticipates spending approximately an additional $1 million in order to complete that project by the end of June 1999, at which time all potential Year 2000 problems in the Company's secondary systems should be resolved. All of the funds reported or estimated in this report have been or will be reported as capital expenditures. The normal annual software support which includes Year 2000 upgrades are included in the normal Information Systems Department operating expense budget. All funds for Year 2000 projects are derived from operating proceeds. No primary information systems projects have been deferred as a result of the Year 2000 efforts. The Company has engaged an independent contractor to verify compliance on the primary systems modules. No assurances can be given, however, that all Year 2000 problems will be effectively resolved on schedule or before the Year 2000. Any such problems, if not resolved, could have a material adverse effect on the Company's business, financial condition and results of operations. The Company has sent a survey to its significant third party suppliers, financial institutions and insurance companies (i) inquiring into their Year 2000 compliance status, (ii) seeking commitments of their intention to become Year 2000 compliant and (iii) gathering information to assess the effect of any non-compliance on the Company's operations. No assurances can be given that these third parties will become Year 2000 compliant. Any such non-compliance could have a material adverse effect on the Company's business, financial condition and results of operations. The most reasonably likely worst case Year 2000 scenario would result in the failure to order or acquire new products for warehouse or store replenishment. The Company has established a disaster recovery plan that is available as a reasonable contingency plan. Through this disaster recovery plan, manual processes are outlined that will enable the Company to order and obtain available products for delivery to the stores without reliance on existing primary technology normally used by the Company. SEASONALITY No material portion of the Company's business is affected by seasonal fluctuations, except that sales are generally stronger in the fourth quarter as a result of Thanksgiving, Christmas and New Year's Day. CAUTIONARY STATEMENTS This quarterly report on Form 10-Q may contain forward-looking statements regarding future expectations about the Company's business, management's plans for future operations or similar matters. The Company's actual results could differ materially from those anticipated in such forward- looking statements due to several important factors including the following: 16 deterioration in economic conditions generally or in the Company's markets, unusual or unanticipated costs or consequences relating to, or changes in, the Company's acquisition plans, demands placed on management by the substantial increase in the Company's size due to the acquisition of Delchamps, unanticipated or unusual distribution problems, breakdown of quality control, competitive pressures, labor disturbances and customer dissatisfaction. Forward-looking statements speak only as of the date made, and the Company undertakes no obligation to update or revise such statements to reflect new circumstances or unanticipated events as they may occur. PART II. OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS In May 1998, the Company's wholly-owned subsidiary Delchamps, Inc. instituted a proceeding in the Circuit Court of Mobile County, Alabama petitioning the court to determine the fair value (as defined in the Alabama Business Corporation Act) of 689,884 shares of former Delchamps, Inc. common stock held by persons purporting to exercise dissenters' rights in connection with the Delchamps acquisition. Delchamps, Inc. estimates such fair value to be $20 per share; the dissenting shareholders have demanded payment of $68 per share. The Company has deposited $20 per share in cash with the clerk of the court, as required by law. In its financial statements, the Company has accounted for the acquisition of these shares at a price of $30 per share, which was the price paid by the Company to other former Delchamps, Inc. shareholders. Any final determination that the shares formerly held by dissenting shareholders have a fair value of less or more than $30 per share would be reflected as a decrease or increase in the Company's goodwill, which is being amortized over a 40 year period. The Company does not expect the outcome of this matter to have a material effect on the Company's results of operations or the price of the acquisition, although no assurances can be given. The Company is a party to certain litigation incurred in the normal course of business. In the opinion of management, the ultimate liability, if any, which may result from this litigation will not have a material adverse effect on the Company's financial position or results of operations. ITEM 2. CHANGE IN SECURITIES None. ITEM 3. DEFAULTS UPON SENIOR SECURITIES None. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS None. ITEM 5. OTHER INFORMATION In late September of 1998, the Company's operations were temporarily affected by Hurricane Georges. As a result of the storm approximately 85 stores were temporarily closed primarily along the Gulf Coast in the states of Florida, Alabama, Mississippi and Louisiana. Most stores were closed for only a few hours with the worst affected store being closed for less than five days. The Company experienced lost product, limited physical damage to certain of its stores and equipment, interruptions to its normal business operations and extra expenses incurred as a result of the storm. The Company is fully insured for all of the aforementioned adverse consequences resulting from the storm and is working with its insurance carrier's 17 representatives to document its losses and recover the insurance proceeds. The amount of such loss is still being assessed by the Company. On October 5, 1998, the Company secured an amendment to its Revolving Credit Agreement to add an additional $25 million of supplemental availability to its existing line of credit to provide for additional cash flow needs, if necessary, as a result of the interruption of business caused by the storm. The additional $25 million of supplemental availability to the Revolving Credit Agreement expires on January 15, 1999. No funds under the additional $25 million of supplemental availability have been drawn to date. ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits Exhibit No. -------------- * 4.1 Amendment and Waiver Agreement No.1 dated April 10, 1998 to Amended and Restated Revolving Credit Agreement dated September 15, 1997 by and among Fleet Capital Corporation and the Company. * 4.2 Amendment and Waiver Agreement No.2 dated June 19, 1998 to Amended and Restated Revolving Credit Agreement dated September 15, 1997 by and among Fleet Capital Corporation and the Company. * 4.3 Amendment and Waiver Agreement No.3 dated October 5, 1998 to the Amended and Restated Revolving Credit Agreement dated September 15, 1997 by and among Fleet Capital Corporation and the Company. * 27.1 Financial Data Schedule * Filed herewith. (b) Reports on Form 8-K None 18 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. JITNEY-JUNGLE STORES OF AMERICA, INC. (Registrant) /s/ David R. Black ----------------------- David R. Black Senior Vice President - Finance Chief Financial Officer Dated: October 27, 1998 EX-4 2 AMENDMENT AND WAIVER AGREEMENT No.1 TO AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT AMENDMENT AGREEMENT NO. I dated April 10, 1998, to the Amended and Restated Revolving Credit Agreement dated as of September 15, 1997 (as heretofore amended, and as may be further amended, restated, modified or supplemented from time to time, the "Credit Agreement") among Jitney-Jungle Stores of America, Inc. ("Jitney Jungle"), Southern Jitney Jungle Company, McCarty-Holman Co., Inc., Jitney-Jungle Bakery, Inc., Pump and Save, Inc., Interstate Jitney Jungle Stores, Inc., Delta Acquisition Corporation and Delchamps, Inc. ("Delchamps") (each a "Borrowers"), the Guarantors named therein, the Lenders named therein and Fleet Capital Corporation, as Agent. WHEREAS the Borrowers requested that the Agent and the Lenders agree to amend certain provisions contained in the Credit Agreement; WHEREAS the Lenders are willing to amend such provisions on the terms and conditions hereof; WHEREAS Delchamps and Jitney Jungle have entered into an Agreement for Purchase and Sale of Retail Grocery Stores dated as of January 26, 1998 attached hereto as Exhibit A (as amended from time to time, the "Bruno's Sale Agreement"), with Bruno's, Inc., an Alabama corporation ("Bruno's"), whereby Jitney Jungle and Delchamps have agreed to sell four Delchamps stores (Delchamps store numbers 10, 11, 18 and 35) to Bruno's (the "Bruno's Sale") for the purchase price described in the Bruno's Sale Agreement (the "Bruno's Purchase Price"); WHEREAS Delchamps desires to sell a certain parcel of land located in Gulfport, Mississippi (the "Gulfport Sale") as more fully described in the Contract of Purchase and Sale dated March 27, 1997, attached hereto as Exhibit B, among Delchamps, and John M. Mladinich. WHEREAS Jitney Jungle intends to form a wholly-owned subsidiary named JJ Construction Corp., a Mississippi corporation ("JJ Construction") and requests that the Agent and the Lenders consent to the formation of JJ Construction; WHEREAS the Borrowers have requested that the Lenders waive certain provisions of the Credit Agreement as to the Bruno's Sale, the Gulfport Sale and the formation of JJ Construction; WHEREAS the Lenders are willing to waive certain provisions of the Credit Agreement on the terms and conditions hereof; NOW, THEREFORE, the Borrowers, the Guarantors, the Lenders and the Agent hereby agree as follows: SECTION 1 CAPITALIZED TERMS. Capitalized terms used herein and not defined shall have the respective meanings assigned to such terms in the Credit Agreement. SECTION 2 AMENDMENTS TO THE CREDIT AGREEMENT. The Credit Agreement shall be, and upon the fulfillment of the conditions set forth in Section 6 hereof is, amended as follows: SECTION 2.1 SCHEDULE II is deleted in its entirety and SCHEDULE II attached hereto shall be substituted therefor. SECTION 2.2 The phrase "fiscal quarter ending January 10,1998" contained in the definition of Initial Adjustment Date is deleted and the phrase "fiscal quarter ending March 28, 1998" shall be substituted therefor. SECTION 2.3 The phrase "Fiscal Year ending on or about May 2, 1998" contained in Section 2.07 (b)(ii)(B) is deleted and the phrase "Fiscal Year ending on or about January 3, 1998" shall be substituted therefor. SECTION 2.4 The phrase "Saturday nearest to April 30 of each year" in Section 6.09 is deleted and the phrase "Saturday nearest to December 31 of each year" shall be substituted therefor. SECTION 2.5 The phrase "Indebtedness to A.I. Credit Corp. incurred in connection with a Premium Finance Agreement, Disclosure Statement and Security Agreement dated as of May 29, 1997 in a maximum amount of $16,000,000" in Section 7.03 (xii) is deleted and the phrase 'Indebtedness to A.I. Credit Corp. incurred in connection with a Premium Finance Agreement, Disclosure Statement and Security Agreement dated as of May 29, 1997, as amended, in a maximum amount of $28,000,000" shall be substituted therefor. SECTION 2.6 Section 7.09 is hereby amended in its entirety to read as follows: Leverage Ratio Permit the Leverage Ratio at the end of each fiscal quarter set forth below to be greater than: Date of Determination Ratio The Fiscal Quarters ending 5.50:1.00 January 3, 1998, March 28, 1998, June 20, 1998 and September 12, 1998 The Fiscal Quarter ending 5.00:1.00 January 2, 1999 Each Fiscal Quarter ending 4.40:1.00 in Fiscal Year 1999 Each Fiscal Quarter ending 4.30:1.00 in Fiscal Year 2000 Each Fiscal Quarter ending 3.90:1.00 in Fiscal Year 2001 Each Fiscal Quarter ending 3.60:1.00 in Fiscal Year 2002 Each Fiscal Quarter ending 3.40:1.00 in Fiscal Year 2003 SECTION 2.7 Section 7.10 shall be amended by adding the phrases "The Fiscal Quarter ending January 3, 1998" and "1.65:1.00" immediately below the Date of Determination and the Ratio column headings, respectively. SECTION 2.8 Section 7.11 hereby amended in its entirety to read as follows: EBITDA Permit EBITDA at the end of each fiscal quarter for the four most recent consecutive fiscal quarters ending on or prior to the date of determination to be less than the following amounts; provided, that for the fiscal quarters ending January 3, 1998, March 28, 1998 and June 20, 1998, EBITDA shall be calculated, with respect to Jitney Jungle and its subsidiaries (other than Delchamps and its subsidiaries), for the number of fiscal quarters that shall have elapsed since May 3,1997 and with respect to Delchamps and its subsidiaries, for the period commencing June 29, 1997 though the date of determination: Date of Determination Amount Fiscal Quarter ending $54,000,000 January 3, 1998 Fiscal Quarter ending $70,000,000 March 28, 1998 Fiscal Quarter ending $76,800,000 June 20, 1998 Fiscal Quarter ending $77,600,000 September 12, 1998 Fiscal Quarter ending $96,800,000 January 2, 1999 Each Fiscal Quarter ending $112,000,000 in Fiscal Year 1999 Each Fiscal Quarter ending $114,000,000 in Fiscal Year 2000 Each Fiscal Quarter ending $124,000,000 in Fiscal Year 2001 Each Fiscal Quarter ending $135,000,000 in Fiscal Year 2002 Each Fiscal Quarter ending $148,000,000 in Fiscal Year 2003 SECTION 3. WAIVER AND CONSENT (BRUNO'S SALE) SECTION 3.1. The Agent and the Lenders hereby consent to the Bruno's Sale as described above and pursuant to the Bruno's Sale Agreement; provided, however, that all Net Cash Proceeds from the Bruno's Sale shall be applied to the prepayment of the Loans pursuant to Section 2.09(d)(i) of the Credit Agreement. SECTION 3.2. The Agent and the Lenders hereby agree that the provision of Section 2.07(b)(ii) of the Credit Agreement with respect to the mandatory permanent reduction of the Total Commitment and Supplemental Availability shall not be applicable to the Net Cash Proceeds of the Bruno's Purchase Price used for the prepayment of the Loans pursuant to Section 3.1 above. SECTION 3.3. The Agent and the Lenders acknowledge that Delchamps and Jitney Jungle have made a Reinvestment Election pursuant to Section 2.o9(d)(i) of the Credit Agreement with regard to the Net Cash Proceeds from the Bruno's Sale. SECTION 3.4. The Agent and the Lenders agree that any Net Cash Proceeds from the Bruno's Sale reinvested in Reinvestment Assets shall not be applied toward (x) the $1,000,000 per fiscal year limit or (y) the $5,000,000 limit from the Initial Closing Date until the Final Maturity Date on such reinvestment as provided in Section 2.09(d)(i) of the Credit Agreement. SECTION 4. WAIVER AND CONSENT (GULFPORT SALE) SECTION 4.1. The Agent and the Lenders hereby consent to the Gulfport Sale as described above and pursuant to the Gulfport Sale Agreement; provided, however, that all Net Cash Proceeds from the Gulfport Sale shall be applied to the prepayment of the Loans pursuant to Section 2.09(d}(i) of the Credit Agreement. SECTION 4.2. The Agent and the Lenders hereby agree that the provision of Section 2.07(b)(ii) of the Credit Agreement with respect to the mandatory permanent reduction of the Total Commitment and Supplemental Availability shall not be applicable to the Net Cash Proceeds of the Gulfport Sale used for the prepayment of the Loans pursuant to Section 4.1 above. SECTION 4.3. The Agent and the Lenders acknowledge that Delchamps and Jitney Jungle have made a Reinvestment Election pursuant to Section 2.09(d)(i) of the Credit Agreement with regard to the Net Cash Proceeds from the Gulfport Sale. SECTION 4.4. The Agent and the Lenders agree that any Net Cash Proceeds from the Gulfport Sale reinvested in Reinvestment Assets shall not be applied toward (x) the $1,000,000 per fiscal year limit or (y) the $5,000,000 limit from the Initial Closing Date until the Final Maturity Date on such reinvestment as provided in Section 2.09(d)(i) of the Credit Agreement. SECTION 5. FORMATION OF JJ CONSTRUCTION. SECTION 5.1. The Agent and the Lenders hereby consent to the formation of JJ Construction in accordance with Section 7.22 of the Credit Agreement JJ Construction shall exist solely for the purpose of constructing new supermarkets and related facilities to be owned and operated by the Borrowers. JJ Construction shall engage in no other activity including, but not limited to, the operation of any supermarket or the acquisition of any inventory. SECTION 5.2. By executing and delivering this Amendment Agreement No.1, JJ Construction hereby becomes a Guarantor under the Credit Agreement and a Grantor under the Security Agreement and agrees to be bound by, and to comply with the provisions of each of the Credit Agreement and the Security Agreement in the same manner as if JJ Construction were an original signatory thereto as a Guarantor and a Grantor, respectively. SECTION 5.3. Jitney Jungle hereby agrees to pledge its stock in JJ Construction to the Agent pursuant to the terms and conditions of the Pledge Agreement and promptly to deliver or cause to be delivered to the Agent the stock certificates evidencing its ownership of JJ Construction, together with stock powers, undated and executed in blank, in form and substance satisfactory to the Agent The parties hereto hereby further agree to amend Schedule I to the Pledge Agreement by deleting it in its entirety and substituting Schedule I attached hereto therefor. SECTION 6. CONDITIONS PRECEDENT This Amendment Agreement shall become effective on such date as the following conditions have been satisfied in full or waived by the Agent in writing: SECTION 6.1 The Agent shall have received in form and substance satisfactory to the Agent and its counsel Agreement. 6.1.1 Copies of the Bruno's Sale Agreement and the Gulfport Sale Agreement. 6.1.2 A certificate signed by the Secretary of each Borrower, Grantor and Guarantor, dated the date hereof, Certifying that attached thereto is a true and complete copy of resolutions adopted by such person's Board of Directors authorizing the execution, delivery and performance of this Amendment Agreement, and that such resolutions have not been modified, rescinded or amended and are in full force and effect. 6.1.3 Each of (a) a copy of the certificate or articles of incorporation, as amended to date, of JJ Construction, certified as of a recent date by the Secretary of State of the State of Mississippi, and a certificate as to the good standing of JJ Construction from such Secretary of the State, dated as of a recent date; (b) a certificate of the Secretary of JJ Construction, dated the date hereof and certifying (I) that attached thereto is a true and complete copy of the By-laws of JJ Construction as in effect on the date of such certificate and at all times since a date prior to the date of the resolution described in item (ii) below, (ii) that attached thereto is a true and complete copy of a resolution adopted by the Board of Directors of JJ Construction authorizing the execution, delivery and performance of this Amendment Agreement, the Credit Agreement, the Security Documents the Notes, the other Loan Documents and the Credit Events thereunder, as applicable, and that such resolution has not been modified rescinded or amended and is in full force and effect, (iii) that JJ Construction's certificate or articles of incorporation has not been amended since the date of the last amendment thereto shown on the certificate of good standing furnished pursuant to (a) above, and (iv) as to the incumbency and specimen signature of each of JJ Construction's officers executing this Amendment Agreement or any other Loan Documents delivered in connection herewith or therewith, as applicable and (c) a certificate of another of JJ Construction's officers as to incumbency and signature of its Secretary. 6.1.4 Each document (including, without limitation, each Uniform Commercial Code financing statement) required by law or required by the Agent to be filed, registered or recorded in order to create in favor of the Agent for the benefit of the Secured Parties a first priority perfected security interest in the Collateral shall have been properly filed, registered or recorded in each jurisdiction in which the filing, registration or recordation thereof is so required or requested. The Agent shall have received evidence satisfactory to it, of each such filing, registration or recordation. 6.1.5 A certificate signed by a Financial Officer of each Borrower and Guarantor, that (i) the representations and warranties made in this Amendment Agreement are true and correct, both immediately prior to and after giving effect to the transactions contemplated herein, and (ii) there exists no unwaived Default or Event of Default. 6.1.6 Counterparts of this Amendment executed by each Borrower, each Guarantor, each Grantor and the Required Lenders shall have been delivered to the Agent. 6.1.7 Such other approvals, opinions or documents as the Agent may reasonably request. SECTION 6.2 All representations and warranties contained in this Amendment Agreement or otherwise made in writing to the Agent in connection herewith shall be true and correct in all mated respects. SECTION 6.3 No unwaived Default or Event of Default has occurred and is continuing. SECTION 6.4 Messrs. Kaye, Scholer, Fierman, Hays & Handler, LLP, counsel to the Agent, shall have received payment in full for all legal fees charged, and all costs and expenses incurred, by such counsel in connection with the transactions contemplated under this Amendment Agreement and the other Loan Documents and instruments in connection herewith and therewith. SECTION 7. MISCELLANEOUS SECTION 7.1 Each of the Borrowers and each Guarantor reaffirms and restates the representations and warranties set forth in Article IV of the Credit Agreement, as amended by this Amendment Agreement and all such representations and warranties shall be true and correct on the date hereof with the same force and effect as it made on such date (except insofar as such representation and warranties relate to expressly to an earlier date). Each of the Borrowers and each Guarantor represents and warrants (which representations and warranties shall survive the execution and delivery hereof) to the Agent that: (a) It has the corporate power and authority to execute, deliver and carry out the terms and provisions of this Amendment Agreement and has taken or caused to be taken all necessary corporate action to authorize the execution, delivery and performance of this Amendment Agreement; (b) No consent of any other person (including, without limitation, shareholders or creditors of any Borrower or a Guarantor), and no action of, or filing with any governmental or public body or authority is required to authorize, or is otherwise required in connection with the execution, delivery and performance of this Amendment Agreement; (c) This Amendment Agreement and the other instruments and documents contemplated hereby have been duly executed and delivered by a duly authorized officer on behalf of such party, and constitutes a legal, valid and binding obligation of such party enforceable against such party in accordance with its terms, subject to bankruptcy, reorganization, insolvency, moratorium and other similar laws affecting the enforcement of creditors' rights generally and the exercise of judicial discretion in accordance with general principles of equity; and (d) The execution, delivery and performance of this Amendment Agreement and the other instruments and documents contemplated hereby will not violate any law, statute or regulation, or any order or decree of any court or governmental instrumentality, or conflict with, or result in the breach of, or constitute a default under any contractual obligation of such party. SECTION 7.2 Except as herein expressly amended nothing herein shall be deemed to be a waiver of any covenant or agreement contained in the Credit Agreement, and each Borrower and each Guarantor hereby agrees that air of the covenants and agreements contained in the Credit Agreement and the other Loan Documents are hereby ratified and confirmed in all respects and shall remain in full force and effect in accordance with their respective terms. SECTION 7.3 All references to the Credit Agreement in the Credit Agreement or any other Loan Document and the other documents and instruments delivered pursuant to or in connection therewith shall mean such Agreement as amended hereby and as each may in the future be amended, restated, supplemented or modified from time to time. SECTION 7.4 This Amendment Agreement may be executed by the parties hereto individually or in combination, in one or more counterparts, each of which shall be an original and all of which shall constitute one and the same agreement. SECTION 7.5 De1ivery of an executed counterpart of a signature page by telecopier shall be effective as delivery of a manually executed counterpart. SECTION 7.6 This Amendment Agreement shall be governed by, and construed and interpreted in accordance with, the laws of the State of New York. SECTION 7.7 The parties hereto shall, at any time and from time to time following the execution of this Amendment Agreement, execute and deliver all such further instruments and take all such further action as may be reasonably necessary or appropriate in order to carry out the provisions of this Amendment Agreement. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] IN WITNESS WHEREOF, the parties have caused this Amendment Agreement to be executed by their respective officers thereunto duly authorized, as to the dare first above written. JITNEY-JUNGLE STORES OF AMERICA, INC., as Borrower and as Guarantor By: /s/ R. Barry Cannada Name: R. Barry Cannada Title: Executive Vice President General Counsel SOUTHERN JITNEY JUNGLE COMPANY, as Borrower and Guarantor By: /s/ R. Barry Cannada Name: R. Barry Cannada Title: Executive Vice President General Counsel McCARTY-HOLMAN CO., INC., as Borrower and Guarantor By: /s/ R. Barry Cannada Name: R. Barry Cannada Title: Executive Vice President General Counsel JITNEY-JUNGLE BAKERY, INC., as Borrower and Guarantor By: /s/ R. Barry Cannada Name: R. Barry Cannada Title: Executive Vice President General Counsel PUMP AND SAVE, INC., as Borrower and as Guarantor By: /s/ R. Barry Cannada Name: R. Barry Cannada Title: Executive Vice President General Counsel INTERSTATE JITNEY JUNGLE STORES, INC., as Borrower and Guarantor By: /s/ R. Barry Cannada Name: R. Barry Cannada Title: Executive Vice President General Counsel DELCHAMPS, INC., as Borrower and Guarantor By: /s/ R. Barry Cannada Name: R. Barry Cannada Title: Executive Vice President General Counsel JJ CONSTRUCTION CORP. By: /s/ R. Barry Cannada Name: R. Barry Cannada Title: Executive Vice President General Counsel SUPERMARKET CIGARETTE SALES, INC., as Guarantor By: /s/ R. Barry Cannada Name: R. Barry Cannada Title: Executive Vice President General Counsel FLEET CAPITAL CORPORATION, as Agent By: /s/ Thomas Maiale Name: Thomas Maiale Title: Vice President FLEET CAPITAL CORPORATION, as Lender By: /s/ Thomas Maiale Name: Thomas Maiale Title: Vice President BTM CAPITAL CORPORATION, as Lender By: /s/ William R. Zork, Jr. Name: William R. Zork, Jr. Title: Executive Vice President HELLER FINANCIAL INC., as Lender By: /s/ Stephen M. Metivier Name: Stephen M. Metivier Title: Assistant Vice President IBJ SCHRODER BUSINESS CREDIT CORP., as Lender By: /s/ James M. Steffy Name: James M. Steffy Title: Vice President NATIONAL BANK OF CANADA, a Canadian Chartered Bank, as Lender By: /s/ J. Michael Smith Name: J. Michael Smith Title: Vice President By: /s/ Grothan R. Frosh Name: Grothan R. Frosh Title: Vice President NATIONAL CITYBANK, as Lender By: /s/ Joseph D. Robinson Name: Joseph D. Robinson Title: Vice President DEUTSCHE FINANCIAL SERVICES HOLDING CORPORATION, as Lender By: /s/ Mark Tauber Name: Mark Tauber Title: Executive Vice President FLEET BANK, N.A., as a Letter of Credit Issuer By: /s/ Thomas Maiale Name: Thomas Maiale Title: Vice President EX-4 3 EXECUTION COPY AMENDMENT AND WAIVER AGREEMENT NO.2 TO AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT Amendment and Waiver Agreement No.2, (this "Agreement") dated as of June 19, 1998 to the Amended and Restated Revolving Credit Agreement dated as of September 15, 1997 (as heretofore amended, and as may be further amended, restated, modified or supplemented from time to time, the "Credit Agreement") among Jitney-Jungle Stores of America, Inc. ("Jitney Jungle"), Southern Jitney Jungle Company, McCarty.Holman Co., Inc., Jitney-Jungle Bakery, Inc., Pump and Save, Inc., Interstate Jitney Jungle Stores, Inc., Delchamps, Inc. ("Delchamps") (each a "Borrower" and collectively, the "Borrower"), the Guarantors named therein, the Lenders named therein and Fleet Capital Corporation, as Agent. WHEREAS Delchamps desires to sell (the "Mandeville_Sale") a certain parcel of land located in Mandeville, Louisiana (the "Mandeville Parcel") as more fully described in the Purchase Agreement dated January 29, 1998, attached hereto as Exhibit A (the "Mandeville Sale Agreement"), among Delchamps, and Premier Centre, L.L C WHEREAS Delchamps has entered into a site- development agreement dated April 24, 1998, attached hereto as Exhibit B (the "Mandeville Site Development Agreement"), between Delchamps and Premier Centre, L.L.C., pursuant to which Delchamps will construct a supermarket (the "Mandeville Supermarket") on the Mandeville Parcel. WHEREAS the Borrowers have requested that the Agent and the Lenders agree to waive certain provisions in the Credit Agreement and to consent to the Borrowers entering into site development arrangements for the construction of new supermarkets; WHEREAS the Borrowers have requested that the Agent and the Lenders agree to amend certain provisions contained in the Credit Agreement; WHEREAS the Agent and the Lenders are willing to consent to the Mandeville Sale, the site development arrangements and to amend and waive such provisions of the Credit Agreement on the terms and conditions contained herein; Now, THEREFORE, the Borrowers, the Guarantors, the Lenders and the Agent hereby agree as follows: SECTION 1. CAPTTALIZED TERMS. Capitalized terms used herein and not defined shall have the respective meanings assigned to such terms in the Credit Agreement. SECTION 2. AMENDMENTS TO THE CREDIT AGREEMENT. The Credit Agreement shall be, and upon the fulfillment of the conditions set forth in Section 6 hereof is, amended as follows: SECTION 2.1 Section 7.09 of the Credit Agreement is hereby amended in its entirety to read as follows: Leverage Ratio. Permit the Leverage Ratio at the end of each fiscal quarter set forth below to be greater than: Date of Determination Ratio The Fiscal Quarters ending January 3, 1998 and March 28, 1998 5.50:1.00 The Fiscal Quarter ending June 20, 1998 6.00:1.00 The Fiscal Quarter ending September 12, 1998 6.00:1.00 The Fiscal Quarter ending January 2,1999 5.25:1.00 Each Fiscal Quarter ending in Fiscal Year 1999 4.40:1.00 Each Fiscal Quarter ending in Fiscal Year 2000 4.30:1.00 Each Fiscal Quarter ending in Fiscal Year 2001 3.90:1.00 Each Fiscal Quarter ending in Fiscal Year 2002 3.60:1.00 Each Fiscal Quarter ending in Fiscal Year 2003 3.40:1.00 SECTION 2.2 Section 7-10 of the Credit Agreement is hereby amended in its entirety to read as follows: Interest Coverage Ratio. Permit the Interest Coverage Ratio at the end of each fiscal quarter set forth below to be less than: Date of Determination Ratio The Fiscal Quarters ending June 2O, 1998 and September 12, 1998 1.50:1.00 The Fiscal Quarter ending January 2, 1999 1.65:1.00 Each Fiscal Quarter ending in Fiscal Year 1999 1.80:1.00 Each Fiscal Quarter ending in Fiscal Year 2000 1.85:1.00 Each Fiscal Quarter ending in Fiscal Year 2001 and thereafter 2.00:1.00 SECTION 3. WAIVER AND CONSENT (MANDEVILLE SALE) SECTION 3.1. The Agent and the Lenders hereby consent to the Mandeville Sale as described above and pursuant to the Mandeville Sale Agreement. SECTION 3.2. The Agent and the Lenders hereby waive the requirement of Section 2.09(d}(i) that the Borrowers make a mandatory prepayment of the Loans in an amount equal to 100% of the Net Cash Proceeds from the Mandeville Sale. SECTION 3.3. The Agent and the Lenders hereby agree That the provision of Section 2.O7(b)(ii) of the Credit Agreement with respect to the mandatory permanent reduction of the Total Commitment and Supplemental Availability shall not be applicable to the Net Cash Proceeds of the Mandeville Sale. SECTION 3.4. The Agent and the Lenders waive Section 7.01 of the Credit Agreement to permit the Borrowers to grant Premier Centre, L.L.C. a security interest in Delchamp's benefits to the Mandeville Site-Development Agreement, any plans and/or specifications required for the construction of the Mandeville Supermarket, and all permits and approvals with regard to the construction of the Mandeville Supermarket. SECTION 3.5. The Agent and the Lenders hereby waive Section 7.02 to the Credit Agreement as it applies to the Mandeville Site- Development Agreement. SECTION 3.6. The Agent and the Lenders hereby waive Section 7.05 to the Credit Agreement as it applies to the Mandeville Site-Development Agreement SECTION 4. CONSENT TO SITE-DEVELOPMENT AGREEMENTS. The Agent and the Lenders hereby consent to the execution by the Borrowers of site-development agreements for the construction of supermarkets (in each case a "Store"), in each case substantially in the form of either Exhibit C or Exhibit D attached hereto (each a "Site-Development Agreement") with one or more developers (each such developer with respect to a Store is is herein called a "Developer"); provided, however that the aggregate construction costs (including, but not limited to, supplies, labor, change orders, administrative costs, architectural costs, financing costs. Insurance costs and any other direct or indirect costs) incurred in the construction of a Store pursuant to a Site-Development Agreement shall not exceed $3,500,000. Upon the execution of a Site- Development Agreement the Borrowers shall promptly deliver, or cause to be promptly delivered to the Agent a copy of such Site-Development Agreement and any other agreement executed in connection therewith. SECTION 5. WAIVERS REGARDING SITE DEVELOPMENT AGREEMENT SECTION 5.1. The Agent and the Lenders hereby waive Section 7.01 of the Credit Agreement to permit the Borrowers to grant a Developer, pursuant to a Site-Development Agreement, a security interest in the Borrower's benefits to such Site-Development Agreement, any plans and/or specifications required for the construction of the Store covered by the Site Development Agreement, and all permits and approvals with regard to the construction of such Store. SECTION 5.2. The Agent and the Lenders hereby waive Section 7.02 to the Credit Agreement as it applies to any Site-Development Agreement. SECTION 5.3. The Agent and the Lenders hereby waive Section 7.05 to the Credit Agreement as it applies to any Site-Development Agreement. SECTION 5.4. The Agent and the Lenders hereby agree that any proceeds received from the sale of either real Property or a Store to a Developer pursuant to a Site-Development Agreement shall not be subject to the provisions of Section 2.09(d)(i) of the Credit Agreement with respect to the application of proceeds of an Asset Sale. SECTION 5.3. The Agent and the Lenders hereby agree that the provision of Section 2.O7(b)('ii) of the Credit Agreement with respect to the mandatory permanent reduction of the Total Commitment and Supplemental Availability shall not be applicable to the Net Cash Proceeds received by the Borrowers from the sale of real property or a Store pursuant to a Site- Development Agreement. SECTION 6. CONDITIONS PRECEDENT This Agreement shall become effective on such date as the following conditions have been satisfied in full or waived by the Agent in writing: SECTION 6.1 The Agent shall have received in form and substance satisfactory to the Agent and its counsel; SECTION 6.1.1 Copies of the Mandeville Sale Agreement and the form of Site-Development Agreements. SECTION 6.1.2 A certificate signed by the Secretary of each Borrower, Grantor and Guarantor, dated the date hereof, certifying that attached thereto is a true and complete copy of resolutions adopted by such person's Board of Directors authorizing the execution, delivery and performance of this Agreement, and that such resolutions have not been modified, rescinded or amended and are in full force and effect. SECTION 6.1.3 A certificate signed by a Financial Officer of each Borrower and Guarantor, that (i) the representations and warranties made in this Agreement are true and correct, both immediately prior to and after giving effect to the transactions contemplated herein, and (ii) there exists no unwaived Default or Event of Default. SECTION 6.1.4 Counterparts of this Amendment executed by each Borrower, each Guarantor and the Required Lenders shall have been delivered to the Agent. SECTION 6.1.5 Such other approvals, opinions or documents as the Agent may reasonably request. SECTION 6.2 All representations and warranties contained in this Agreement or otherwise made in writing to the Agent in connection herewith shall be true and correct in all material respects. SECTION 6.3 No unwaived Default or Event of Default has occurred and is continuing. SECTION 6.4 Messrs. Kaye, Scholer, Fiermnan, Hays & Handler, LLP, counsel to the Agent, shall have received payment in full for all legal fees charged, and all costs and expenses incurred, by such counsel in connection with the transactions contemplated under this Agreement and the other Loan Documents and instruments in connection herewith and therewith.. SECTION 7. TERMINATION. The waiver and consent contained herein as it relates to the Site- Development Agreements shall be Immediately revocable by the Agent upon notice to the Borrowers; provided, however any such termination shall not apply to any Site-Development Agreement that has been previously executed and delivered to the Agent. SECTION 3. MISCELLANEOUS SECTION 8.1 Each of the Borrowers and each Guarantor reaffirms and restates the representations and warranties set forth in Article IV of the Credit Agreement, as amended by this Agreement, and all such representations and warranties shall be true and correct on the date hereof with the same force and effect as if made on such date (except insofar as such representation and warranties relate expressly to an earlier date). Each of the Borrowers and each Guarantor represents and warrants (which representations and warranties shall survive the execution and delivery hereof) to the Agent that: (a) It has the corporate power and authority to execute, deliver and carry out the terms and provisions of this Agreement and has taken or caused to be taken all necessary corporate action to authorize the execution, delivery and performance of this Agreement; (b) No consent of any other person (including, without limitation, shareholders or creditors of any Borrower or a Guarantor), and no action of, or filing with any governmental or public body or authority is required to authorize, or is otherwise required in connection with the execution, delivery and performance of this Agreement; (c) This Agreement and the other instruments and documents contemplated hereby have been duly executed and delivered by a duly authorized officer on behalf of such party, and constitutes a legal, valid and binding obligation of such party enforceable against such party in accordance with its terms, subject to bankruptcy, reorganization, insolvency. moratorium and other similar laws affecting the enforcement of creditors' rights generally and the exercise of judicial discretion in accordance with general principles of equity; and (d) The execution or, delivery and performance of this Agreement and the other instruments and documents contemplated hereby will not violate any law, statute or regulation, or any order or decree of any court or governmental instrumentality, or conflict with, or result in the breach of, or constitute a default under any contractual obligation of such party. SECTION 8.2 Except as herein expressly amended nothing herein shall be deemed to be a waiver of any covenant or agreement contained in the Credit Agreement, and each Borrower and each Guarantor hereby agrees that all of the covenants and agreements contained in the Credit Agreement and the other Loan Documents are hereby ratified and confirmed in all respects and shall remain in full force and effect in accordance with their respective terms. SECTION 8.3 All references to the Credit Agreement in the Credit Agreement or any other Loan Document and the other documents and instruments delivered pursuant to or in connection therewith shall mean such Agreement as amended hereby and as each may in the future be amended, restated, supplemented or modified from time to time. SECTION 8.4 This Agreement may be executed by the parties hereto individually or in combination, in one or more counterparts, each of which shall be an original and all of which shall constitute one and the same agreement. SECTION 8.5 Delivery of an executed counterpart of a signature page by telecopier shall be effective as delivery of a manually executed counterpart. SECTION 8.6 This Agreement shall be governed by, and construed and interpreted in accordance with, the laws of the State of New York. SECTION 8.7 The parties hereto shall, at any time and from time to time following the execution of this Agreement, execute and deliver all such further instruments and take all such further action as may be reasonably necessary or appropriate in order to carry out the provisions of this Agreement. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK) IN WITNESS WHEREOF, the parties have caused this Amendment Agreement to be executed by their respective officers thereunto duly authorized, as to the date first above written. JITNEY-JUNGLE STORES OF AMERICA, INC., as Borrower and as Guarantor By: /s/ R. Barry Cannada Name: R. Barry Cannada Title: Executive Vice President General Counsel SOUTHERN JITNEY JUNGLE COMPANY, as Borrower and Guarantor By: /s/ R. Barry Cannada Name: R. Barry Cannada Title: Executive Vice President General Counsel McCARTY-HOLMAN CO., INC., as Borrower and Guarantor By: /s/ R. Barry Cannada Name: R. Barry Cannada Title: Executive Vice President General Counsel JITNEY-JUNGLE BAKERY, INC., as Borrower and Guarantor By: /s/ R. Barry Cannada Name: R. Barry Cannada Title: Executive Vice President General Counsel PUMP AND SAVE, INC., as Borrower and as Guarantor By: /s/ R. Barry Cannada Name: R. Barry Cannada Title: Executive Vice President General Counsel INTERSTATE JITNEY JUNGLE STORES, INC., as Borrower and Guarantor By: /s/ R. Barry Cannada Name: R. Barry Cannada Title: Executive Vice President General Counsel DELCHAMPS, INC., as Borrower and Guarantor By: /s/ R. Barry Cannada Name: R. Barry Cannada Title: Executive Vice President General Counsel JJ CONSTRUCTION CORP. By: /s/ R. Barry Cannada Name: R. Barry Cannada Title: Executive Vice President General Counsel SUPERMARKET CIGARETTE SALES, INC., as Guarantor By: /s/ R. Barry Cannada Name: R. Barry Cannada Title: Executive Vice President General Counsel FLEET CAPITAL CORPORATION, as Agent By: /s/ Thomas Maiale Name: Thomas Maiale Title: Vice President FLEET CAPITAL CORPORATION, as Lender By: /s/ Thomas Maiale Name: Thomas Maiale Title: Vice President PNC BANK, NATIONAL ASSOCIATES, as Lender By: /s/ Richard F. Muse, Jr. Name: Richard F. Muse, Jr. Title: Vice President HELLER FINANCIAL INC., as Lender By: /s/ Stephen M. Metivier Name: Stephen M. Metivier Title: Assistant Vice President IBJ SCHRODER BUSINESS CREDIT CORP., as Lender By: /s/ James M. Steffy Name: James M. Steffy Title: Vice President NATIONAL BANK OF CANADA, a Canadian Chartered Bank, as Lender By: /s/ J. Michael Smith Name: J. Michael Smith Title: Vice President NATIONAL CITYBANK, as Lender By: /s/ Joseph D. Robinson Name: Joseph D. Robinson Title: Vice President DEUTSCHE FINANCIAL SERVICES HOLDING CORPORATION, as Lender By: /s/ Pamela D. Petrick Name: Pamela D. Petrick Title: Vice President FLEET BANK, N.A., as a Letter of Credit Issuer By: /s/ Thomas Maiale Name: Thomas Maiale Title: Vice President EX-4 4 AMENDMENT NO.3 TO AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT AMENDMENT NO.3 dated October 5,1998 to the Amended and Restated Revolving Credit Agreement dated as of September 15,1997 (as heretofore amended, and as may be further amended. restated, modified or supplemented from time to time, the "Credit Agreement") among Jitney-Jungle Stores of America, Inc., Southern Jitney Jungle Company, MaCarty- Holman Co., Inc., Jitney-Jungle Bakery, Inc., Pump and Save, Inc., Interstate Jitney Jungle Stores Inc., and Delchamps. Inc. (each a "Borrower" and collectively, the "Borrowers"), the Guarantors named therein, the Lenders named therein and Fleet Capital Corporation, as Agent. WHEREAS, as a result of the interruption of business and the recent damage caused to the assets of certain Borrowers and Guarantors related to Hurricane Georges, the Borrowers have requested that the Agent and the Lenders agree to increase the Total Commitment and the Supplemental Availability under the Credit Agreement and amend certain other provisions contained in the Credit Agreement; WHEREAS the Lenders are willing to amend such provisions on the terms and conditions hereof; NOW, THEREFORE, the Borrowers, the Guarantors, the Lenders and the Agent hereby agree as follows: SECTION 1 CAPITALIZED TERMS. Capitalized terms used herein and not defined shall have the respective meanings assigned to such terms in the Credit Agreement. SECTION 2 AMENDMENTS TO THE CREDIT AGREEMENT. The Credit Agreement shall be, and upon the fulfillment of the conditions set forth in Section 5 hereof is, amended as follows: SECTION 2.1 Schedule 2.01(a) attached hereto is hereby made a part of the Credit Agreement. SECTION 2.2 The definition of Commitment is hereby deleted in its entirely and the following is hereby substituted therefore: "Commitment" shall mean, with respect to each Lender, the sum of the Commitment of such Lender as set forth on Schedules 2.01 and 2.01(a), annexed hereto, as it maybe adjusted from time to time pursuant to Section 2.07. SECTION 2.3 The Percentage of Commitment column on Schedule 2.01 is hereby deleted in its entirety. SECTION 2.4 The definition of Supplemental Availability is hereby amended by adding the phrase "plus the aggregate amount of the Commitments set forth on Schedule 2.01(a), if any" at the end of the definition. SECTION 2.5 Section 2.l7(b) is hereby amended by deleting the parenthetical phrase "(as determined in accordance with the percentage amounts set forth in Schedule 2.01 hereto)" and substituting therefore the phrase "(as determined by dividing the sum of such Lender's Commitment by the Total Commitment)". SECTION 2.6 Section 2.17(c)(i) is hereby amended by deleting the phrase "as determined in accordance with the percentage amounts set forth in Schedule 2.01 hereto" and substituting therefore the phrase "as determined by dividing the sum of such Lender's Commitment by the Total Commitment". SECTION 3 ADDITIONAL COMMITMENTS: REDUCTION OF COMMITMENTS SECTION 3.1 The parties hereto agree that any Lender may, upon written notice to the Agent substantially in the form of Exhibit A hereto, increase the portion of its Commitment set forth on Schedule 2.01(a); provided, however, that in no event shall the aggregate of the Commitments set forth on Schedule 2.01(a) exceed US $25,000,000. Upon receipt of such notice, the Agent shall notify the Borrowers and the Lenders of such increase. SECTION 3.2 The parties hereto agree that the Commitment of each Lender set forth on Schedule 2.01(a) shall be reduced to US$0 on January 15,1999. SECTION 3.3 The parties hereto agree that all Loans, whether made under the Commitments set forth on Schedule 2.01 or 2.01(a), shall be treated pari passu and shall be secured by the Collateral pro rata taking all Loans into account. SECTION 3.4 Upon the request of any Lender, the Borrowers hereby agree to execute and deliver a Note, substantially in the form of Exhibit A to the Credit Agreement, payable to such Lender in the principal amount of the Commitment of such Lender set forth on Schedule 2.01(a) and with a maturity date of January 15, 1999. SECTION 4 ADDITIONAL AGREEMENTS SECTION 4.1 Notwithstanding any provision of Section 2.09(e)(ii) of the Credit Agreement, upon the receipt by the Agent or any Borrower, any Guarantor or any of their respective subsidiaries (x) of any net proceeds of any insurance required to be maintained pursuant to Section 6.03 of the Credit Agreement (or otherwise maintained by such Borrower, Guarantor or subsidiary) on account of any loss, damage or injury to any asset of any such Borrower, Guarantor or subsidiary (including, without limitation, any Collateral) caused directly or indirectly by Hurricane Georges, or (y) or any net proceeds of any business interruption insurance required to be maintained pursuant to Section 6.03 of the Credit Agreement (or otherwise maintained by such Borrower, Guarantor or subsidiary) related directly or indirectly to Hurricane Georges. such Borrower, such Guarantor or such subsidiary shall promptly notify the Agent of such receipt in writing (or by telephone promptly confirmed in writing), and not later than the fifth Business Day following receipt by the Agent or such Borrower, such Guarantor or such subsidiary of any such proceeds, there shall become due and payable a prepayment of the Loans in an amount equal to 100% of such proceeds. The proceeds of any prepayment made pursuant to this Section 4.1 shall be applied to the outstanding Loans in accordance with Section 2.09(f) of the Credit Agreement: provided, however, if at the time of such prepayment the outstanding Loans exceed the aggregate of the Lenders' Commitments on Schedule 2.01, the proceeds of such prepayment shall first be applied to Loans made under the Lenders' Commitments on Schedule 2.0l(a), pro rata in accordance with each Lenders Commitment on Schedule 2,01(a) until all such Loans have been repaid in full and any remaining proceeds shall be applied to the outstanding Loans in accordance with Section 2.09(f) of the Credit Agreement. SECTION 4.2 On each date that a prepayment of principal of the Loans is required pursuant to Section 4.1 hereof, the Commitment of the Lenders set forth on Schedule 2.01(a) shall be reduced in an amount equal to such prepayment and each Lender's Commitment on Schedule 2.0l(a) shall be reduced pro rata based on each Lenders share of the aggregate of the Commitments set forth on such schedule. SECTION 5 CONDITIONS PRECEDENT This Amendment shall become effective on such date as the following conditions have been satisfied in full or waived by the Agent in writing: SECTION 5.1 The Agent shall have received in form and substance satisfactory to the Agent and its counsel: (a) A certificate signed by the Secretary of each Borrower, Grantor and Guarantor, dated the date hereof, certifying that attached thereto is a true and complete copy of resolutions adopted by such person's Board of Directors authorizing the execution, delivery and performance of this Amendment, and that such resolutions have not been modified, rescinded or amended and are in full force and effect. (b) A certificate signed by a Financial Officer of each Borrower and Guarantor, that (i) the representations and warranties made in this Amendment are true and correct, both immediately prior to and after giving effect to the transactions contemplated herein, and (ii) there exists no unwaived Default or Event of Default both immediately prior to and after giving effect to the transaction contemplated herein. (c) Counterparts of this Amendment executed by each Borrower, each Guarantor, each Grantor and each Lender shall have been delivered to the Agent. (d) Evidence that this Amendment and the transactions contemplated herein shall not violate or contravene any credit agreement, indenture or other agreement to which any Borrower, Guarantor or Grantor is a party. (e) An Opinion of Butler, Snow, O'Mara. Stevens & Cannada, PLLC, addressed to the Agent and the Lender, as to the authorization, execution and delivery of this Amendment and the Notes delivered herewith and the non-contravention of this Amendment with credit agreement, indenture or other agreement to which any Borrower, Guarantor or Grantor is a party. (f) If so requested, each Lender that has increased its Commitment shall have received Notes reflecting such increase in Commitment duly executed by the Borrowers. (g) Such other approvals, opinions or documents as the Agent may reasonably request. SECTION 5.2 All representations and warranties contained in this Amendment or otherwise made in writing to the Agent in connection herewith shall be true and correct in all material respects. SECTION 5.3 No unwaived Default or Event of Default has occurred and is continuing. SECTION 5.4 Kaye, Scholer, Fierrnan, Hays & Handler, LLP, counsel to the Agent, shall have received payment in full for all legal fees charged, and all costs and expenses incurred, by such counsel in connection with the transactions contemplated under this Amendment and the other Loan Documents and instruments in connection herewith and therewith. SECTION 6 MISCELLANEOUS SECTION 6.1 Each of the Borrowers and each Guarantor reaffirms and restates the representations and warranties set forth in Article IV of the Credit Agreement, as amended by this Amendment, and all such representations and warranties shall be true and correct on the date hereof with the same force and effect as if made on such date (except insofar such representation and warranties relate expressly to an earlier date). Each of the Borrowers and each Guarantor represents and warrants (which representations and warranties shall survive the execution and delivery hereof) to the Agent that: (a) It has caused the corporate power and authority to execute, deliver and carry out the terms and provisions of this Amendment and the Notes and has taken or caused to take all necessary corporate action to authorize the execution, delivery and performance of this Amendment; (b) No consent of any other person (including, without limitation, shareholders or creditors of any Borrower or a Guarantor), and no action of, or filing with any governmental or public body or authority is required to authorize, or is otherwise required in connection with the execution, delivery and performance of this Amendment; (c) This Amendment, the Notes and the other instruments and documents contemplated hereby have been duly executed and delivered by a duly authorized officer on behalf of such party, and constitutes a legal, valid and binding obligation of such party enforceable against such party in accordance with its terms, subject to bankruptcy, reorganization, insolvency, moratorium and other similar laws affecting the enforcement of creditors' rights generally and the exercise of judicial discretion in accordance with general principles of equity; and (d) The execution, delivery and performance of this Amendment, the Notes and the other instruments and documents contemplated hereby will not violate any law, statute or regulation, or any order or decree of any court or governmental instrumentality, or conflict with, or result in the breach of, or constitute a default under any contractual obligation of such party. SECTION 6.2 Nothing herein shall be deemed to be a waiver of any covenant or agreement contained in the Credit Agreement, and each Borrower and each Guarantor hereby agrees that all of the covenants and agreements contained in the Credit Agreement and the other Loan Documents are hereby ratified and confirmed in all respects and shall remain in full force and effect in accordance with their respective terms, SECTION 6.3 All references to the Credit Agreement in the Credit Agreement or any other Loan Document and the other documents and instruments delivered pursuant to or in connection therewith shall mean such Agreement as amended hereby and as each may in the future be amended, restated, supplemented or modified from time to time. SECTION 6.4 This Amendment may be executed by the parties hereto individually or in combination, in one or more counterparts, each of which shall be an original and all of which shall constitute one and the same agreement. SECTION 6.5 Delivery of an executed counterpart of a signature page by telecopier shall be effective as delivery of a manually executed counterpart. SECTION 6.6 This Amendment shall be governed by, and construed and interpreted in accordance with, the laws of the State of New York. SECTION 6.7 The parties hereto shall, at any time and from time to time following the execution of this Amendment, execute and deliver all such further instruments and take all such further action as may be reasonably necessary or appropriate in order to carry out the provisions of this Amendment. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] SCHEDULE 2.01(a) Commitments Lender Commitment Fleet Capital Corporation $8,333,333 60 East 42nd Street New York, New York 10017 Attention. Mr. Thomas Maiale Tel #: (212) 885-8826 Fax #: (212) 885-8829 Heller Financial, Inc. $5,833,333 101 Park Avenue New York, New York 10178 Attention: Mr. Tom Bukowski Tel #: (212) 880-7169 Fax #: (212) 880-7002 PNC Bank, National Association $2,666,667 2 PNC Plaza 18th Floor 620 Liberty Avenue Pittsburgh, PA 15222 Attention: Mr. Richard Muse Tel #: (412) 762-4471 Fax #: (412)762-4069 IBJ Schroder Business Credit Corp. $2,333,333 One State Street New York, New York 10004 Attention: Mr. Jim Steffy Tel #: (212) 858-2094 Fax#: (212)858-2151 National Bank of Canada, $2,166,667 a Canadian Chartered Bank 125 West 55th Street New York, New York 10019 Attention: Mr. Torn Doss Senior Vice President Tel #: (212) 632-8560 Fax#: (212) 632-8564 Lender Commitment Deutsche Financial Services $2,000,000 Corporation 2331 Waukegan Road Bannuck Bunn. Illinois 60016 Attention: Mr. Charles Arkin Fax #: (847) 948-1872 National City Dank $1,666,667 1900 East Ninth Street Cleveland, Ohio 44114 Attention: Mr. Joseph D. Robison Tel #: (216) 575-9254 Fax #: (216) 575-9396 Total Commitment $25,000,000 EXHIBIT A [DATE] Fleet Capital Corporation 60 East 42nd Street New York, NY 10017 Attn: Thomas Maiale Gentlemen: Reference is made to that certain Amendment No.3 dated October ____, 1998 to the Amended and Restated Revolving Credit Agreement dated as of September 15, 1997 (as heretofore amended, and as may be further amended, restated, modified or supplemented from time to time, the "Credit Agreement") among Jitney-Jungle Stores of America, Inc., Southern Jitney Jungle Company, McCarty- Holman Co., Inc., Jitney-Jungle Bakery. Inc., Pump and Save, Inc.. Interstate Jitney Jungle Stores, Inc., and Delchamps, Inc. (each a "Borrower" and collectively, the "Borrowers"), the Guarantors named therein, the Lenders named therein and Fleet Capital Corporation, as Agent. Capitalized terms used herein and not defined shall have the respective meanings assigned to such terms in the Credit Agreement. [BANK] hereby agrees to increase its Commitment as set forth on Schedule 2.01(a) to the Credit Agreement by [___________________] making its Commitment [________________]. [BANK] By ____________________ Name: Title: Accepted and agreed this day of FLEET CAPITAL CORPORATION, as Agent By _________________________ Name: Title: WAIVER AND CONSENT AGREEMENT WAIVER AND CONSENT AGREEMENT dated May 8, 1998 to the Amended and Restated Revolving Credit Agreement dated as of September 15,1997 (as heretofore amended, and as may be further amended, restated, modified or supplemented from time to time, the "Credit Agreement") among Jitney-Jungle Stores of America, Inc, ("Jutney Jungle"), Southern Jitney Jungle Company, McCarty-Holman Co., Inc., Jitney-Jungle Bakery, Inc., Pump and Save, Inc., Interstate Jitney Jungle Stores. Inc., and Delchamps, Inc., ("Delchamps") (each a "Borrower" and collectively, the "Borrowers"), the guarantors named therein, the lenders named therein (the "Lenders") and Fleet Capital Corporation, as agent for the Lenders (the "Agent"). Capitalized terms used herein and not defined shall have the respective meanings assigned to such terms in the Credit Agreement. WHEREAS the Jitney-Jungle desires to execute and deliver to A.I. Credit Corp. ("Credit Corp.") a Premium Finance Agreement and a Disclosure Statement and Security Agreement, each dated April 30,1998 (together, the "Agreements"); WHEREAS the Agent and the Lenders are willing to consent to the execution and delivery of the Agreements and to waive such provisions of the Credit Agreement on the terms and conditions contained herein; NOW, THEREFORE, the Borrowers, the Guarantors, the Lenders and the Agent hereby agree as follows: 1. Consent. The Agent and the Lenders hereby consent to the execution by Jitney-Jungle of the Agreements. 2. Waiver. Pursuant to the terms, and conditions contained herein, the Agent and the Lenders hereby agree to the following: 2.1 to waive Section 7.01 of the Credit Agreement only to the extent necessary to permit Jitney- Jungle to grant liens in favor or Credit Corp. to secure payment of amounts due under the Agreements; 2.2 to waive Section 7.03 to the Credit Agreement only to the extent necessary to permit Jitney- Jungle to incur, create, assume and permit to exist Indebtedness to Credit Corp. incurred in connection with the Agreements up to a maximum amount of $16,500,000; 2.3 to waive Section 7.18(a) to the Credit Agreement only to the extent necessary to allow Jitney- Jungle, directly or indirectly, to prepay, redeem, purchase, defease or retire in advance of its scheduled maturity any Indebtedness under certain insurance policies maintained with Aon Risk Services with respect to the premiums payable under such policies, as contemplated by the financing arrangements with Credit Corp. pursuant to the Agreements. 3. Effective Date. This Agreement shall become effective upon compliance with the conditions set fort immediately below: (a) The Agent shall have received an original counterpart of this Waiver and Consent, duly executed and delivered by the Borrowers, the Guarantors and the Lenders. (b) No Event or Event of Default shall have occurred and there shall have been no material adverse change in the business or financial condition of any of the Borrowers. 5. Ratification. Except as expressly waived herein, all terms and conditions of the Loan Agreement and all other Loan Documents remain in full force and effect. All collateral security and guarantees in connection with the Loan Agreement and/or the Loan Documents are hereby confirmed and ratified in all respects. 6. Counterparts. This Waiver and Consent may be executed in counterparts, each of which shall constitute an original but all of which when taken together shall constitute one contract, and shall become effective when copies hereof which, when taken together, bear the signatures of each of the parties hereto shall be delivered to the Agent, Delivery of an executed counterpart of a signature page to this Waiver and Consent by telecopier shall be effective as delivery of a manually executed signature page hereto. 7. Governing Law. THIS WAIVER AND CONSENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK (OTHER THAN THE CONFLICTS OF LAWS PRINCIPLES THEREOF). IN WITNESS WHEREOF, the parties have caused this Amendment Agreement to be executed by their respective officers thereunto duly authorized, as to the date first above written. FLEET CAPITAL CORPORATION, as Agent By: /s/ Thomas Maiale Name: Thomas Maiale Title: Vice President FLEET CAPITAL CORPORATION, as Lender By: /s/ Thomas Maiale Name: Thomas Maiale Title: Vice President PNC BANK, NATIONAL ASSOCIATES, as Lender By: /s/ Richard F. Muse, Jr. Name: Richard F. Muse, Jr. Title: Vice President HELLER FINANCIAL INC., as Lender By: /s/ Stephen M. Metivier Name: Stephen M. Metivier Title: Assistant Vice President IBJ SCHRODER BUSINESS CREDIT CORP., as Lender By: /s/ James M. Steffy Name: James M. Steffy Title: Vice President NATIONAL BANK OF CANADA, a Canadian Chartered Bank, as Lender By: /s/ J. Michael Smith Name: J. Michael Smith Title: Vice President NATIONAL CITYBANK, as Lender By: /s/ Joseph D. Robinson Name: Joseph D. Robinson Title: Vice President DEUTSCHE FINANCIAL SERVICES HOLDING CORPORATION, as Lender By: /s/ Pamela D. Petrick Name: Pamela D. Petrick Title: Vice President FLEET BANK, N.A., as a Letter of Credit Issuer By: /s/ Thomas Maiale Name: Thomas Maiale Title: Vice President ACCEPTED AND AGREED JITNEY-JUNGLE STORES OF AMERICA, INC. SOUTHERN JITNEY JUNGLE COMPANY McCARTY-HOLMAN CO., INC. JITNEY-JUNGLE BAKERY, INC., PUMP AND SAVE, INC., INTERSTATE JITNEY JUNGLE STORES, INC., DELCHAMPS, INC., SUPERMARKET CIGARETTE SALES, INC., By: /s/R. Barry Cannada Name: R. Barry Cannada Title: Executive Vice President and General Counsel WAIVER AND CONSENT AGREEMENT To AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT WAIVER AND CONSENT AGREEMENT, dated September 2,1998, to the Amended and Restated Revolving Credit Agreement dated as of September 15,1997 (as heretofore amended, and as may be further amended, restated, modified or supplemented from time to time, the "Credit Agreement") among Jitney-Jungle Stores of Americia, Inc. ("Jitney Jungle"). Southern Jitney Jungle Company, McCarty -Holman Co., Inc., Jitney-Jungle Bakery, Inc., Pump and Save. Inc., Interstate Jitney Jungle Stores. Inc., Delta Acquisition Corporation and Delchamps, Inc. ("Delchamps") (each a "Borrower" and collectively, the "Borrowers"), the guarantors named therein, the lenders named therein (the "Lenders") and Fleet Capital Corporation, as agent for the Lenders (the "Agent"). Capitalized terms used herein and not defined shall have the respective meanings assigned to such terms in the Credit Agreement. WHEREAS, Jitney Jungle intends to trade in its Cessna model 550 aircraft with manufacturer's serial number 550-0567 and United States nationality and registration marks N4IBH (the "Airframe") and the Pratt & Whitney aircraft engines with manufacturer's serial numbers PCE 711463 and PCE 71462 (together with the Airframe, the "Existing Plane") and to apply the proceeds received from such trade-in to the cost of its acquisition of the Cessna Citation Ultra model 560 aircraft with manufacturer's serial number 560-0430 specified by United States nationality and registration Number N71JJ (the "New Airframe") and Pratt & Whitney aircraft engines with manufacturer's serial numbers PCE -JC0450 (together with the New Airframe, the ("New Plane"); WHEREAS, Jitney Jungle desires to sell (the "East Fortification Street Sale") certain subdivision lots located in Jackson, Mississippi (the "Parcel") as more fully described in the Agreement of Sale and Purchase, dated on or about August 31, 1998, attached hereto as Exhibit A (the "East Fortification Street Agreement"), among Jitney Jungle and McCarty Holman Company, a Mississippi limited partnership. WHEREAS, the Borrowers have requested that the Agent and the Lenders agree to waive certain provisions in the Credit Agreement arising from the trade-in of the Existing Plane, the purchase of the New Plane and the East Fortification Street Sale; WHEREAS, the Agent and the Lenders are willing to consent to such waivers on the terms and conditions contained herein; NOW, THEREFORE, the Borrowers, the Guarantors, the Lenders and the Agent hereby agree as follows: SECTION 1. WAIVER AND CONSENT (AIRCRAFT), Pursuant to the terms and conditions contained herein, the Agent and the Lenders hereby agree to the following: SECTION 1.1. The Agent and the Lenders agree to release their lien on the Existing Plane and that the US$2,400,000 credit to be received by Jitney Jungle for the trade-in of the Exiting Plane (the "Trade-In Proceeds") to be applied towards the purchase of the New Plane pursuant to the Trade-In Quotation Agreement, dated October 22, 1997 between Citation Marketing and Jitney Jungle, shall not be subject to the provisions of Section 2.09(d)(i) of the Credit Agreement with respect to the application of proceeds of an Asset Sale, SECTION 1.2. The Agent and the Lenders agree that the provision of Section 2.07(b)(ii) of the Credit Agreement with respect to the mandatory permanent reduction of the Total Commitment and Supplemental Availability shall not be applicable to the Trade-In Proceeds. SECTION 1.3. The Agent and the Lenders agree to waive Section 7.01 of the Credit Agreement as it applies to the lien on the New Plane created under each of the Loan and Aircraft Security Agreement between Jitney Jungle and Fleet Capital Corporation (the "Aircraft Loan Agreement") and the promissory note, executed by Jitney Jungle and payable to Fleet Capital Corporation (in such capacity, the "Aircraft Lender"), in connection therewith (the "Aircraft Note"); provided, however that if the Agent has not received the proceeds from the Aircraft Loan by September 30, 1998, the waiver contained in this Section 1,3 shall, cease to be effective until such time that the Agent has received such proceeds. SECTION 1.4. The Agent and the Lenders agree to waive Section 7.03 of the Credit Agreement as it applies to each of the Aircraft Loan Agreement and the Aircraft Note; provided, however, that Jitney Jungle hereby agrees to deliver all proceeds from the Aircraft Loan to the Agent. SECTION 2. WAIVER AND CONSENT (EAST FORTIFICATION STREET SALE) SECTION 2.1. The Agent and the Lenders hereby agree to release their lien on the Parcel and consent to the East Fortification Street Sales described above and pursuant to the East Fortification Street Sale Agreement; provided, however, that the Net Cash Proceeds received by Jitney Jungle in connection with the East Fortification Street Sale shall be used to prepay the Loans pursuant to Section 2.09(d)(i) of the Credit Agreement. SECTION 2.2. The Agent and the Lenders hereby agree that the provision of Section 2.07(b)(ii) of the Credit Agreement with respect to the mandatory permanent reduction of the Total Commitment and Supplemental Availability shall not be applicable to the Net Cash Proceeds received by Jitney Jungle in connection with the East Fortification Street Sale. SECTION 3 EFFECTIVE DATE. This Agreement shall become effective upon compliance with the conditions set forth immediately below: SECTION 3.1. The Agent shall have received an original counterpart of this Waiver and Consent, duly executed and delivered by the Borrowers, the Guarantors and the Lenders. SECTION 3.2. The Agent shall have received a copy of the executed East Fortification Street Sale Agreement. SECTION 3.3. No Default or Event of Default shall have occurred and be continuing and there shall have been no material adverse change in the business or financial condition of any of the Borrowers. SECTION 3.4. All representations and warranties contained in this Waiver and Consent or otherwise made in writing to the Agent in connection herewith shall be true and correct in all material respects. SECTION 3.5. Messrs. Kaye, Scholer, Fierman, Hays & Handler, LLP, counsel to the Agent, shall have received payment in full for all legal fees charged, and all costs and expenses incurred, by such counsel in connection with the transaction contemplated under this Waiver and Consent and the other Loan Documents and instruments in connection herewith and therewith. SECTION 4. MISCELLANEOUS SECTION 4.1. Each of the Borrowers and each Guarantor reaffirms and restates the representations and warranties set forth in Article IV of the Credit Agreement, and all such representations and warranties shall be true and correct on the date hereof with the same force and effect as if made on such date (except insofar as such representation and warranties relate expressly to an earlier date). Each of the Borrowers and each Guarantor represents and warrants (which representations and warranties shall survive the execution and delivery hereof) to the Agent that: SECTION 4.2. No consent of any other person (including, without limitation, shareholders or creditors of any Borrower or a Guarantor), and no action of, or filing with any governmental or public body or authority is required to authorize, or is otherwise required in connection with the execution, delivery and performance of this Waiver and Consent; SECTION 4.3. This Waiver and Consent and the other instruments and documents contemplated hereby have been duly executed and delivered by a duly authorized officer on behalf of such party, and constitutes a legal, valid and binding obligation of such party Enforceable against such party in accordance with its terms, subject to bankruptcy, reorganization, insolvency, moratorium and other similar laws affecting the enforcement of creditors' rights generally and the exercise of judicial discretion in accordance with general principles of equity; and SECTION 4.4. The execution, delivery and performance of this Waiver and Consent and the other instruments and documents contemplated hereby will not violate any law, statute or regulation, or any order or decree of any court or governmental instrumentality, or conflict with, or result in the breach of; or constitute the default under any contractual obligation of such party. SECTION 5. RATIFICATION. Except as expressly waived herein, all terms and conditions of the Credit Agreement and all other Loan Documents remain in full force and effect. All collateral security and guarantees in connection with the Credit Agreement and/or the Loan Documents are hereby confirmed and ratified in all respects. SECTION 6. COUNTERPARTS. This Waiver and Consent may be executed in counterparts, each of which shall constitute an original but all of which when taken together shall constitute one contract, and shall become effective when copies hereof which, when taken together, bear the signatures of each of the parties hereto shall be delivered to the Agent. Delivery of an executed counterpart of a signature page to this Waiver and Consent by telecopier shall be effective as delivery of a manually executed signature page hereto. SECTION 7. GOVERNING LAW. THIS WAIVER AND CONSENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERRPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK (OTHER THAN THE CONFLICTS OF LAWS PRINCIPLES THEREOF). [REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK] IN WITNESS WHEREOF, the parties have caused this Amendment Agreement to be executed by their respective officers thereunto duly authorized, as to the date first above written. JITNEY-JUNGLE STORES OF AMERICA, INC., as Borrower and as Guarantor By: /s/ R. Barry Cannada Name: R. Barry Cannada Title: Executive Vice President General Counsel SOUTHERN JITNEY JUNGLE COMPANY, as Borrower and Guarantor By: /s/ R. Barry Cannada Name: R. Barry Cannada Title: Executive Vice President General Counsel McCARTY-HOLMAN CO., INC., as Borrower and Guarantor By: /s/ R. Barry Cannada Name: R. Barry Cannada Title: Executive Vice President General Counsel JITNEY-JUNGLE BAKERY, INC., as Borrower and Guarantor By: /s/ R. Barry Cannada Name: R. Barry Cannada Title: Executive Vice President General Counsel PUMP AND SAVE, INC., as Borrower and as Guarantor By: /s/ R. Barry Cannada Name: R. Barry Cannada Title: Executive Vice President General Counsel INTERSTATE JITNEY JUNGLE STORES, INC., as Borrower and Guarantor By: /s/ R. Barry Cannada Name: R. Barry Cannada Title: Executive Vice President General Counsel DELCHAMPS, INC., as Borrower and Guarantor By: /s/ R. Barry Cannada Name: R. Barry Cannada Title: Executive Vice President General Counsel JJ CONSTRUCTION CORP. By: /s/ R. Barry Cannada Name: R. Barry Cannada Title: Executive Vice President General Counsel SUPERMARKET CIGARETTE SALES, INC., as Guarantor By: /s/ R. Barry Cannada Name: R. Barry Cannada Title: Executive Vice President General Counsel FLEET CAPITAL CORPORATION, as Agent By: /s/ Thomas E. Joyce Name: Thomas E. Joyce Title: Vice President FLEET CAPITAL CORPORATION, as Lender By: /s/ Thomas E. Joyce Name: Thomas E. Joyce Title: Vice President PNC BANK, NATIONAL ASSOCIATES, as Lender By: /s/ Richard F. Muse, Jr. Name: Richard F. Muse, Jr. Title: Vice President HELLER FINANCIAL INC., as Lender By: /s/ Thomas W. Bukowski Name: Thomas W. Bukowski Title: Senior Vice President IBJ SCHRODER BUSINESS CREDIT CORP., as Lender By: /s/ James M. Steffy Name: James M. Steffy Title: Vice President NATIONAL BANK OF CANADA, a Canadian Chartered Bank, as Lender By: /s/ Ed Simpson Name: Ed Simpson Title: Vice President By: /s/ Bill Fay Name: Bill Fay Title: Vice President NATIONAL CITYBANK, as Lender By: /s/ Joseph D. Robinson Name: Joseph D. Robinson Title: Vice President DEUTSCHE FINANCIAL SERVICES HOLDING CORPORATION, as Lender By: /s/ Pamela D. Petrick Name: Pamela D. Petrick Title: Vice President FLEET BANK, N.A., as a Letter of Credit Issuer By: /s/ Thomas E. Joyce Name: Thomas E. Joyce Title: Senior Vice President EX-27 5
5 OTHER JAN-02-1999 JAN-04-1998 8,494 0 19,652 0 159,849 226,384 647,558 360,980 698,707 205,995 0 68,865 9,695 4 (191,306) 698,527 1,432,963 1,432,963 1,058,083 1,395,910 544 0 48,273 (11,764) (3,880) (7,884) 0 0 0 (7,884) (33.43) (33.43)
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