EXHIBIT 4.3
AMENDMENT NO. 1 TO CREDIT AGREEMENT
Amendment No. 1, dated as of July 21, 1994, to the Credit
Agreement, dated as of July 19, 1994 (the "Agreement"), among
Fleming Companies, Inc. (the "Borrower"), the banks listed on the
signature pages of the Agreement (the "Initial Banks"), the agents
listed on the signature pages of the Agreement and Morgan Guaranty
Trust Company of New York, as Managing Agent (the "Managing
Agent").
RECITALS
A. The Borrower, the Banks and the Managing Agent wish to
amend the Agreement to provide for certain additional banks
identified below (the "New Banks") to become Banks party to the
Agreement, with the Commitments of the Initial Banks to be
reallocated in part to become the Commitments of the New Banks.
B. The Borrower, the Banks and the Managing Agent,
together with the New Banks, are executing this Amendment for the
foregoing purpose.
NOW, THEREFORE, the parties agree as follows:
1. Each Person executing the signature pages to this
Amendment, other than the Borrower, the Initial Banks and the
Managing Agent, is a New Bank and, subject to the provisions of
Section 3 hereof, as of the date hereof the signature pages of the
Agreement are supplemented to include the signature pages hereto
signed by each of the New Banks with the effect that as of the date
hereof each New Bank shall be a Bank party to and for all purposes
of the Agreement.
2. Schedule 1 to the Agreement is replaced in its
entirety by Schedule 1 attached hereto.
3. The provisions of Sections 1 and 2 hereof to the
contrary notwithstanding:
(a) all Borrowings made before July 26, 1994 shall be
made solely from the Initial Banks on the basis of their
Commitments on the original Schedule 1 attached to the Agreement;
and
(b) commitment, facility and letter of credit fees
accrued under the Credit Agreement to but excluding July 26, 1994
shall be solely for the account of the Initial Banks and on and
after July 26, 1994 such fees shall accrue for the account of the
Initial Banks and the New Banks, on the basis of their Commitments
as set forth on Schedule 1 attached hereto.
4. (a) Section 2.11(e)(i) of the Credit Agreement is
amended by changing the reference to Section 2.04(a) therein to a
reference to Section 2.03(a) and by changing the reference to
Section 2.04(b) therein to a reference to Section 2.03(b).
(b) Section 2.15 of the Credit Agreement is amended by
changing the reference to Section 2.06(d) therein to a reference to
Section 2.05(d).
5. Unless otherwise specifically defined herein, each
term used herein that is defined in the Agreement shall have the
meaning assigned to such term in the Agreement. Each reference
therein to "hereof", "hereunder", "herein" and "hereby" and each
other similar reference contained in the Agreement or any other
Operative Agreement shall from and after the date hereof refer to
the Agreement as amended hereby.
6. This Amendment may be signed in any number of
counterparts, each of which shall be an original, with the same
effect as if the signatures hereto and thereto were upon the same
instrument. This Amendment shall become effective as of the date
hereof when the Managing Agent shall have received (a) duly
executed counterparts hereof signed by the Borrower, the Initial
Banks, the New Banks and the Managing Agent (or, in the case of any
Bank as to which an executed counterpart shall not have been
received, the Managing Agent shall have received telegraphic, telex
or other written confirmation from such party of execution of a
counterpart hereof by such party) and (b) duly executed Notes
(other than a Swingline Note) for the account of each New Bank,
each dated on or before the date hereof and complying with the
provisions of Section 2.04.
7. THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW
YORK.
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed by their respective authorized
officers as of the day and year first above written.
FLEMING COMPANIES, INC.
By /s/ John M. Thompson
Title: Vice President
and Treasurer
BANKS
MORGAN GUARANTY TRUST COMPANY
OF NEW YORK
By /s/ Michael C. Mauer
Title: Vice President
BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION
By /s/ J. Stephen Mernick
Title: Senior Vice President
THE BANK OF NOVA SCOTIA
By /s/ A.S. Norsworthy
Title: Assistant Agent
CANADIAN IMPERIAL BANK OF COMMERCE
By /s/ J.D. Westland
Title: Authorized Signatory
CREDIT SUISSE
By /s/ Geoffrey M. Craig
Title: Member of Senior
Management
By /s/ Kristinn R. Kristinsson
Title: Associate
DEUTSCHE BANK AG NEW YORK BRANCH
AND/OR CAYMAN ISLANDS BRANCH
By /s/ Dr. Hans-Dieter Wettlaufer
Title: Vice President
By /s/ Jean M. Hannigan
Title: Assistant Vice President
THE FUJI BANK, LIMITED
By /s/ David Kelley
Title: Vice President and
Senior Manager
NATIONSBANK OF TEXAS, N.A.
By /s/ Bianca Hemmen
Title: Senior Vice President
SOCIETE GENERALE, SOUTHWEST AGENCY
By /s/ Richard Lewis
Title: Assistant Vice President
By /s/ Matthew C. Flanigan
Title: First Vice President and
Manager
THE SUMITOMO BANK LTD.
HOUSTON AGENCY
By /s/ Tatsuo Ueda
Title: General Manager
THE SUMITOMO BANK OF CALIFORNIA
By /s/ Seishi Jiromaru
Title: Vice President
Division Manager
TEXAS COMMERCE BANK
NATIONAL ASSOCIATION
By /s/ Robert W. Bishop
Title: Vice Chairman
THE TORONTO-DOMINION BANK
By /s/ F.B. Hawley
Title: Manager
Credit Association
UNION BANK OF SWITZERLAND,
HOUSTON AGENCY
By /s/ Alfred W. Imholz
Title: First Vice President
By /s/ Jan Buettgen
Title:Assistant Vice President
BANCA DI ROMA SpA
By /s/ O.W. Cheney Jr.
Title: Chief Manager
By /s/ Josefina M. Madrid
Title: Assistant Vice President
BANK IV OKLAHOMA, N.A.
By /s/ Paul Anderson
Title: Vice President
BANK OF HAWAII
By /s/ Joseph T. Donalson
Title: Vice President
THE BANK OF TOKYO, LTD.,
DALLAS AGENCY
By /s/ John M. Mearns
Title: Vice President
BANQUE FRANCAISE DU COMMERCE
EXTERIEUR
By /s/ Iain A. Whyte
Title: Assistant Vice President
By /s/ Mark A. Harrington
Title: Vice President and
Regional Manager
BANQUE NATIONALE DE PARIS
By /s/ Henry F. Setina
Title: Vice President
BANQUE PARIBAS
By /s/ Robert G. Shaw
Title: Vice President
By /s/ Pierre-Jean de Filippis
Title: General Manager
BARCLAYS BANK PLC
By /s/ David Vickrey
Title: Associate Director
BAYERISCHE VEREINSBANK AG,
LOS ANGELES AGENCY
By /s/ John Carlson
Title: Assistant Vice President
By /s/ Sylvia K. Cheng
Title: Assistant Vice President
BHF-BANK, NEW YORK BRANCH
By /s/ Paul Travers
Title: Vice President
By /s/ David Fraenkel
Title: Vice President
BOATMEN'S FIRST NATIONAL BANK
OF OKLAHOMA
By /s/ K. Randy Roper
Title: Senior Vice President
THE CHASE MANHATTAN BANK, N.A.
By /s/ Thomas T. Daniels
Title: Vice President
CITIBANK N.A.
By /s/ W. P. Stengel
Title: Vice President
COMMERZBANK AG, NEW YORK AND/OR
GRAND CAYMAN BRANCH
By /s/ J. Schmieding
Title: Assistant Vice President
By /s/ W. Niemeyer
Title: Vice President
CONTINENTAL BANK
By /s/ Mary Jo Hoch
Title: Vice President
COOPERATIEVE CENTRALE
RAIFFEISEN-BOERENLEENBANK B.A.,
"RABOBANK NEDERLAND",
NEW YORK BRANCH
By /s/ Ian Reece
Title: Vice President and
Manager
By /s/ J. Scott Taylor
Title: Vice President
CREDIT LYONNAIS NEW YORK BRANCH
By /s/ Robert Ivosevich
Title: Senior Vice President
DAI-ICHI KANGYO BANK, LTD.
NEW YORK BRANCH
By /s/ Seiji Imai
Title: Assistant Vice President
DAIWA BANK TRUST COMPANY
By /s/ Kenro Kojima
Title: Vice President
By /s/ Joel Limjap
Title: Vice President
DG BANK
DEUTSCHE GENOSSENSCHAFTSBANK
By /s/ Norah McCann
Title: Senior Vice President
By /s/ Karen A. Brinkman
Title: Vice President
DRESDNER BANK AG
NEW YORK BRANCH
By /s/ R. Matthew Scherer
Title: Vice President
By /s/ Charles H. Hill
Title: Vice President
FIRST HAWAIIAN BANK
By /s/ Robert M. Wheeler, III
Title: Vice President
FIRST INTERSTATE BANK OF CALIFORNIA
By /s/ William J. Baird
Title: Vice President
By /s/ Wendy V.C. Purcell
Title: Assistant Vice President
THE FIRST NATIONAL BANK OF CHICAGO
By /s/ Jeanette Ganousis
Title: Vice President
FIRST UNION NATIONAL BANK
OF NORTH CAROLINA
By /s/ A. Kimball Collins
Title: Assistant Vice President
FLEET BANK OF MASSACHUSETTS, N.A.
By /s/ Maryann S. Smith
Title: Vice President
THE INDUSTRIAL BANK OF JAPAN, LTD.
By /s/ Robert W. Ramage, Jr.
Title: Senior Vice President
KREDIETBANK N.V.
By /s/ Robert Snauffer
Title: Vice President
By /s/ Diane Grimmig
Title: Vice President
LIBERTY BANK AND TRUST COMPANY
OF OKLAHOMA CITY, N.A.
By /s/ Laura Christofferson
Title: Vice President
LTCB TRUST COMPANY
By /s/ Noboru Kubota
Title: Senior Vice President
MANUFACTURERS AND TRADERS
TRUST COMPANY
By /s/ Geoffrey R. Fenn
Title: Vice President
THE MITSUBISHI BANK, LIMITED
HOUSTON AGENCY
By /s/ Shoji Honda
Title: General Manager
THE MITSUBISHI TRUST AND BANKING
CORPORATION
By /s/ Masaaki Yamagishi
Title: Chief Manager
THE MITSUI TRUST AND BANKING
COMPANY, LIMITED
By /s/ Margaret Holloway
Title: Vice President
NATIONAL WESTMINSTER BANK Plc
NASSAU BRANCH
By /s/ David L. Smith
Title: Vice President
NATIONAL WESTMINSTER BANK Plc
NEW YORK BRANCH
By /s/ David L. Smith
Title: Vice President
NORWEST BANK MINNESOTA,
NATIONAL ASSOCIATION
By /s/ Perry G. Pelos
Title: Vice President
PNC BANK, NATIONAL ASSOCIATION
By /s/ Gregory T. Gaschler
Title: Vice President
THE SANWA BANK LIMITED,
DALLAS AGENCY
By /s/ Blake Wright
Title: Assistant Vice President
UNITED STATES NATIONAL BANK
OF OREGON
By /s/ Blake R. Howells
Title: Vice President
WACHOVIA BANK OF GEORGIA,
NATIONAL ASSOCIATION
By /s/ Terry L. Akins
Title: Senior Vice President
THE YASUDA TRUST AND BANKING
COMPANY, LTD.
By /s/ Rohn Laudenschlager
Title: Senior Vice President
MORGAN GUARANTY TRUST COMPANY
OF NEW YORK, as Managing Agent
By /s/ Michael C. Mauer
Title: Vice President
60 Wall Street
New York, New York 10260
Attention: Loan Department
Telex number: 177615
Telecopier number: (212) 648-5336