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200409804
<br />C. Assignee now desires to set forth certain terms and provisions contained in the
<br />Lease in this Memorandum for recording purposes.
<br />For good and valuable consideration, the receipt and adequacy of which are
<br />acknowledged, Assignee hereby provides notice of the following:
<br />1. The term of the Lease commenced on January 1, 1994 and will expire on
<br />December 31, 2013.
<br />2. The Lease also contains six (6) consecutive options to extend the term of the
<br />Lease for terms of five (5) years each, subject to and on such terms and conditions set forth in
<br />the Lease.
<br />3. Each and all of the terms, provisions, and conditions in the Lease are hereby
<br />incorporated by this reference as though fully set forth herein.
<br />4. In the event the Lease is in the future amended or supplemented by written
<br />instrument executed by the parties in interest thereto or shall be assigned or terminated in any
<br />manner permitted under the terms thereof, then without any further act or instrument whatsoever,
<br />this Memorandum shall likewise and to the same effect be deemed amended, assigned, or
<br />terminated, as the case may be.
<br />5. This Memorandum is executed pursuant to (a) that certain Asset Purchase
<br />Agreement dated July 7, 2003, as the same may have been or may be fin-ther amended, modified
<br />or supplemented (as amended, the "Fleming Agreement ") by and among Assignors, C &S
<br />Acquisition LLC, a Delaware limited liability company ( "C &S Acquisition "), and C &S
<br />Wholesale Grocers, Inc., a Vermont corporation ( "C &S "), (b) that certain Amendment,
<br />Assignment and Consent dated as of August 23, 2003, as the same may have been or may be
<br />further amended, modified or supplemented (as amended, the "Assignment and Consent ") by
<br />and among C &S Acquisition, Surry Acquisition, LLC ( "Surry "), C &S, Assignors, Associated
<br />Wholesale Grocers, Inc. ( "AWG ") and that certain Purchase, Assignment and Assumption
<br />Agreement dated as of August 1, 2003, as the same may have been or may be further amended,
<br />modified or supplemented, by and among AWG, Assignee, Surry and C &S (the "AWG
<br />Agreement "), referenced therein, and (c) that certain Order, In re: Fleming Companies, Inc., et
<br />al., entered by the United States Bankruptcy Court for the District of Delaware, Case No. 03-
<br />10945 (MFW) on August 15, 2003, and supplemented by an Order entered on August 19, 2003
<br />and by a final order entered on August 17, 2004 (collectively, as supplemented, amended or
<br />modified, the "Order ") approving the transactions contemplated by the Purchase Agreement and
<br />is entitled to the benefits of and subject to the provisions of the Fleming Agreement, the
<br />Assignment and Consent, the AWG Agreement and the Order.
<br />6. This Memorandum may be executed simultaneously in counterparts, each of
<br />which shall be deemed an original, but all of which together shall constitute one and the same
<br />instrument.
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