Exhibit 2.4
AMENDMENT
AMENDMENT, made as of February 6, 1996, but effective as of
October 15, 1995 (the "Amendment"), to the Agreement and Plan of
Reorganization, dated June 26, 1995 (as previously amended, the
"Original Agreement"), by and between Richfood Holdings, Inc.
("Richfood") and Super Rite Corporation ("Super Rite").
Capitalized terms not otherwise defined herein shall have the
meanings given in the Original Agreement.
RECITALS
WHEREAS, all third party beneficiaries of the provisions of
Subsections 6.14(e)(iii) and (iv) of the Original Agreement have
consented to the amendment and restatement of such Subsections as
contemplated herein.
NOW, THEREFORE, in consideration of the premises and of the
mutual agreements set forth herein, the parties hereby agree as
follows:
AGREEMENT
1. Subsections 6.14(e)(iii) and (iv) of the Original
Agreement are hereby amended and restated, in their entirety, to
read as set forth in Exhibit A attached hereto, such amendment
and restatement to be effective as of the Effective Time.
2. Except as expressly amended hereby, the Original
Agreement remains in full force and effect. This Amendment shall
be governed by the laws of the Commonwealth of Virginia,
regardless of any applicable provisions thereof governing
conflicts of laws. This Amendment may be executed in one or more
counterparts, all of which shall together constitute one
Amendment.
IN WITNESS WHEREOF, each party hereto has caused this
Amendment to be duly executed on its behalf by its officer
thereunto duly authorized, all as of October 15, 1995.
RICHFOOD HOLDINGS, INC.
By:____________________________
Xxxxxx X. Xxxxxxx
Chairman & Chief Executive
Officer
SUPER RITE CORPORATION
By:____________________________
Xxxxx Xxxxxxxxxx
President
EXHIBIT A
AMENDED AND RESTATED SUBSECTIONS 6.14(e)(iii) and (iv)
(iii) Richfood shall pay all SEC and state "Blue Sky"
filing fees, all fees and expenses of Richfood's counsel and
accountants and all printing and mailing fees (collectively,
"Registration Expenses") associated with the first registration
and offering of shares for the benefit of members of the Super
Rite Group pursuant to Section 6.14(a) (it being understood that
Registration Expenses shall not include underwriting fees,
commissions or expenses, the fees and expenses of counsel for the
underwriters or the fees and expenses of any counsel or
accountants retained by any member of the Super Rite Group in
connection with such registration and offering). For all other
registrations and offerings of shares pursuant to this Section
6.14, the selling Super Rite Group shareholders shall pay, on a
pro rata basis, all Registration Expenses and other costs and
expenses associated with such registrations and offerings;
(iv) Richfood shall not be obligated to provide more than a
total of two registrations pursuant to Section 6.14(a) and
Section 6.14(c) hereof; provided, that in the event any shares
are excluded in an initial registration pursuant to Section
6.14(c) or in the event such registration is withdrawn or
abandoned by Richfood, the Super Rite Group shareholders shall
have additional registration rights pursuant to such subsection
until such time as the shares originally proposed to be
registered thereunder have been registered pursuant to this
Section; and provided, further, that the Selling Shareholders
will be entitled to withdraw any request for registration
pursuant to Section 6.14(a) or Section 6.14(c) hereof prior to
the sale of shares pursuant thereto, and such withdrawn request
shall not be considered one of the two registrations to which the
Super Rite Group shareholders are entitled, if such shareholders
reimburse Richfood promptly upon request for its actual out-of-
pocket expenses in connection with such withdrawn registration.
