AMENDMENT NO. 3 TO CREDIT AGREEMENT
AMENDMENT dated as of June 30, 1995, to the
$2,200,000,000 Credit Agreement dated as of July 19, 1994 (as
heretofore amended, the "Credit Agreement") among FLEMING
COMPANIES, INC., the BANKS party thereto, the AGENTS party thereto
and MORGAN GUARANTY TRUST COMPANY OF NEW YORK, as Managing Agent.
W I T N E S S E T H:
WHEREAS, the Borrower desires to amend the Credit
Agreement to effect the amendments reflected herein, and the Banks
party hereto are willing to agree to such amendments;
NOW, THEREFORE, the parties hereto agree as follows:
SECTION 1. Definitions; References. Unless otherwise
specifically defined herein, each term used herein that is defined
in the Credit Agreement shall have the meaning assigned to such
term in the Credit Agreement. Each reference to "hereof,"
"hereunder," "herein" and "hereby" and each other similar reference
and each reference to "this Agreement" and each other similar
reference contained in the Credit Agreement shall from and after
the date hereof refer to the Credit Agreement as amended hereby.
SECTION 2. Amendment of Section 1.01 of the Credit
Agreement. Section 1.01 of the Credit Agreement is hereby amended
by changing the dollar amount set forth in the definition of
"Letter of Credit Commitment" from "$160,000,000" to
"$200,000,000".
SECTION 3. Amendment of Section 2.05 of the Credit
Agreement. (a) The table set out in Section 2.05(a) is hereby
amended to read in its entirety as follows:
Rating Level Base Rate Margin Additional Margin
I 0% 0.1000%
II, III, IV 0% 0.1250%
V 0% 0.1875%
VI 0% 0.2500%
VII 0.1250% 0.3750%
During Credit Watch
Period 0% 0.2500%
(b) The table set out in Section 2.05(b) is hereby
amended to read in its entirety as follows:
Rating Level CD Margin Additional Margin
I 0.3250% 0.1000%
II 0.3750% 0.1250%
III 0.4500% 0.1250%
IV 0.5750% 0.1250%
V 0.8125% 0.1875%
VI 1.1250% 0.2500%
VII 1.2500% 0.3750%
During Credit Watch
Period 1.1250% 0.2500%
(c) The table set out in Section 2.05(c) is amended to
read in its entirety as follows:
Euro-Dollar
Rating Level Margin Additional Margin
I 0.2000% 0.1000%
II 0.2500% 0.1250%
III 0.3250% 0.1250%
IV 0.4500% 0.1250%
V 0.6875% 0.1875%
VI 1.0000% 0.2500%
VII 1.1250% 0.3750%
During Credit Watch
Period 1.0000% 0.2500%
SECTION 4. Amendment of Section 2.07 of the Credit
Agreement. The table set out in Section 2.07(a)(i) is hereby
amended to read in its entirety as follows:
Rating Level Commitment Fee Rate
I or II 0.0000%
III 0.0250%
IV 0.0625%
V 0.0875%
VI or VII 0.1250%
During Credit Watch
Period 0.1250%
(b) The table set out in Section 2.07(b) is hereby
amended to read in its entirety as follows:
Rating Level Facility Fee Rate
I 0.1000%
II, III or IV 0.1250%
V 0.1875%
VI 0.2500%
VII 0.3750%
During Credit Watch
Period 0.2500%
(c) The table set out in Section 2.07(c) is hereby
amended to read in its entirety as follows:
Rating Level Letter of Credit Fee Rate
I 0.2000%
II 0.2500%
III 0.3250%
IV 0.4500%
V 0.6875%
VI 1.0000%
VII 1.1250%
During Credit Watch
Period 1.0000%
SECTION 5. Amendment of Section 5.09 of the Credit
Agreement. (a) Section 5.09 of the Credit Agreement is hereby
amended by inserting immediately before the colon appearing before
the table set forth therein the phrase "opposite the period in
which such day occurs".
(b) Section 5.09 of the Credit Agreement is hereby
further amended by changing the table found therein to read in its
entirety as follows:
Period Ratio
Effective Date through
April 22, 1995 1.40 to 1
April 23, 1995 through
December 30, 1995 1.25 to 1
December 31, 1995 through
December 30, 1996 1.30 to 1
December 31, 1996 through
April 20, 1997 1.40 to 1
April 21, 1997 through
December 30, 1997 1.55 to 1
December 31, 1997 through
December 30, 1998 1.66 to 1
December 31, 1998 through
December 30, 1999 1.77 to 1
Thereafter 1.90 to 1
SECTION 6. Amendment to Section 5.13 of the Credit
Agreement. (a) Section 5.13(a) of the Credit Agreement is hereby
amended by deleting the word "and" after the semicolon at the end
of clause (xiv) thereof, renumbering clause (xv) thereof as clause
(xvi), and inserting the following new clause (xv):
(xv) Debt of the Borrower, payable on demand or
maturing less than one year after the date of its
incurrence, in an aggregate principal amount outstanding
at any time not exceeding $100,000,000; and
(b) Clause (vi) of Section 5.13(b) of the Credit
Agreement is hereby amended by changing the phrase "(xiv) and (xv)"
to read "(xiv), (xv) and (xvi)" where such words appear in such
clause.
SECTION 7. Amendments to Security Documents and
Guarantee Agreements. Each Bank party hereto hereby
unconditionally and irrevocably authorizes and directs the
Collateral Agent to execute and deliver amendments to each Security
Document and Guarantee Agreement substantially in the forms
attached hereto as Exhibits A through E.
SECTION 8. Counterparts; Effectiveness. (a) 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 thereto and hereto were upon the same instrument. This
Amendment shall become effective as of the date hereof when the
Managing Agent shall have received duly executed counterparts
hereof signed by the Borrower and (i) except in the case of the
amendments contained in Sections 3 and 4 hereof, the Required Banks
and (ii) in the case of the amendments contained in Sections 3 and
4 hereof, all the Banks (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 Bank). When the amendments contained in Section 3 become
effective, interest on Fixed Rate Loans outstanding on the date of
effectiveness shall accrue for each day during the applicable
Interest Period on or after such date with a CD Margin or Euro-Dollar
Margin giving effect to such amendments.
SECTION 9. Reduction of Commitments. When the
amendments contained in Sections 3 and 4 become effective, the
Tranche A Commitments shall automatically be reduced by
$250,000,000, without any requirement that the Borrower give any
notice to the Managing Agent pursuant to Section 2.08 of the Credit
Agreement.
SECTION 10. Governing Law. 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______________________________
Name: John M. Thompson
Title: Vice President and
Treasurer
BANKS
MORGAN GUARANTY TRUST COMPANY
OF NEW YORK
By
Name:
Title:
BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION
By
Name:
Title:
THE BANK OF NOVA SCOTIA
By
Name:
Title:
CANADIAN IMPERIAL BANK OF COMMERCE
By
Name:
Title:
CREDIT SUISSE
By
Name:
Title:
By
Name:
Title:
DEUTSCHE BANK AG NEW YORK BRANCH
AND/OR CAYMAN ISLANDS BRANCH
By
Name:
Title:
By
Name:
Title:
THE FUJI BANK, LIMITED
By
Name:
Title:
NATIONSBANK OF TEXAS, N.A.
By
Name:
Title:
SOCIETE GENERALE, SOUTHWEST AGENCY
By
Name:
Title:
By
Name:
Title:
THE SUMITOMO BANK LTD.
HOUSTON AGENCY
By
Name:
Title:
TEXAS COMMERCE BANK
NATIONAL ASSOCIATION
By
Name:
Title:
THE TORONTO-DOMINION BANK
By
Name:
Title:
UNION BANK OF SWITZERLAND,
HOUSTON AGENCY
By
Name:
Title:
By
Name:
Title:
FIRST INTERSTATE BANK OF CALIFORNIA
By
Name:
Title:
By
Name:
Title:
WACHOVIA BANK OF GEORGIA,
NATIONAL ASSOCIATION
By
Name:
Title:
CREDIT LYONNAIS NEW YORK BRANCH
By
Name:
Title:
COOPERATIEVE CENTRALE
RAIFFEISEN-BOERENLEENBANK B.A.,
"RABOBANK NEDERLAND",
NEW YORK BRANCH
By
Name:
Title:
By
Name:
Title:
THE SANWA BANK LIMITED,
DALLAS AGENCY
By
Name:
Title:
BANQUE NATIONALE DE PARIS
By
Name:
Title:
BOATMEN'S FIRST NATIONAL BANK
OF OKLAHOMA
By
Name:
Title:
CITIBANK N.A.
By
Name:
Title:
COMMERZBANK AG, ATLANTA AGENCY
By
Name:
Title:
By
Name:
Title:
DAI-ICHI KANGYO BANK, LTD.
NEW YORK BRANCH
By
Name:
Title:
THE INDUSTRIAL BANK OF JAPAN, LTD.
By
Name:
Title:
LTCB TRUST COMPANY
By
Name:
Title:
THE MITSUBISHI BANK, LIMITED
HOUSTON AGENCY
By
Name:
Title:
NATIONAL WESTMINSTER BANK Plc
NASSAU BRANCH
By
Name:
Title:
NATIONAL WESTMINSTER BANK Plc
NEW YORK BRANCH
By
Name:
Title:
UNITED STATES NATIONAL BANK
OF OREGON
By
Name:
Title:
BANK OF AMERICA ILLINOIS
By
Name:
Title:
PNC BANK, NATIONAL ASSOCIATION
By
Name:
Title:
BANCA DI ROMA SpA
By
Name:
Title:
By
Name:
Title:
BANK IV OKLAHOMA, N.A.
By
Name:
Title:
BANK OF HAWAII
By
Name:
Title:
THE BANK OF TOKYO, LTD.,
DALLAS AGENCY
By
Name:
Title:
BANQUE PARIBAS
By
Name:
Title:
By
Name:
Title:
BANQUE FRANCAISE DU COMMERCE
EXTERIEUR
By
Name:
Title:
By
Name:
Title:
BAYERISCHE VEREINSBANK AG,
LOS ANGELES AGENCY
By
Name:
Title:
By
Name:
Title:
BHF-BANK, NEW YORK BRANCH
By
Name:
Title:
By
Name:
Title:
DAIWA BANK TRUST COMPANY
By
Name:
Title:
By
Name:
Title:
DG BANK
DEUTSCHE GENOSSENSCHAFTSBANK
By
Name:
Title:
By
Name:
Title:
FIRST HAWAIIAN BANK
By
Name:
Title:
FIRST UNION NATIONAL BANK
OF NORTH CAROLINA
By
Name:
Title:
FLEET BANK OF MASSACHUSETTS, N.A.
By
Name:
Title:
LIBERTY BANK AND TRUST COMPANY
OF OKLAHOMA CITY, N.A.
By
Name:
Title:
MANUFACTURERS AND TRADERS
TRUST COMPANY
By
Name:
Title:
THE MITSUBISHI TRUST AND BANKING
CORPORATION
By
Name:
Title:
THE MITSUI TRUST AND BANKING
COMPANY, LIMITED
By
Name:
Title:
NORWEST BANK MINNESOTA,
NATIONAL ASSOCIATION
By
Name:
Title:
WESTDEUTSCHE LANDESBANK
GIROZENTRALE, New York Branch
By
Name:
Title:
WESTDEUTSCHE LANDESBANK
GIROZENTRALE, Cayman Islands
Branch
By
Name:
Title:
THE YASUDA TRUST AND BANKING
COMPANY, LTD.
By
Name:
Title:
THE FIRST NATIONAL BANK OF CHICAGO
By
Name:
Title:
DRESDNER BANK AG
NEW YORK BRANCH
By
Name:
Title:
By
Name:
Title:
BANK HAPOALIM B.M., Los Angeles Branch
By
Name:
Title:
THE CHASE MANHATTAN BANK, N.A.
By
Name:
Title:
KREDIETBANK N.V.
By
Name:
Title:
By
Name:
Title:
MERCANTILE BANK OF ST. LOUIS
NATIONAL ASSOCIATION
By
Name:
Title:
THE SUMITOMO BANK OF CALIFORNIA
By
Name:
Title: