EXHIBIT 4.5
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.
JOHN M. THOMPSON
By John M. Thompson
Title: Vice President and
Treasurer
BANKS
MORGAN GUARANTY TRUST COMPANY
OF NEW YORK
STEPHEN B. KING
By Stephen B. King
Title: Vice President
BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION
J. STEPHEN MERNICK
By J. Stephen Mernick
Title: Senior Vice President
THE BANK OF NOVA SCOTIA
F.C.H. ASHBY
By F.C.H. Ashby
Title: Senior Manager Loan Operations
CANADIAN IMPERIAL BANK OF COMMERCE
GARY C. GASKILL
By Gary C. Gaskill
Title: Authorized Signatory
CREDIT SUISSE
DAVID J. WORTHINGTON
By David J. Worthington
Title: Member of Senior Management
MARILOU PALENZUELA
By Marilou Palenzuela
Title: Member of Senior Management
DEUTSCHE BANK AG NEW YORK BRANCH
AND/OR CAYMAN ISLANDS BRANCH
JEAN M. HANNIGAN
By Jean M. Hannigan
Title: Assistant Vice President
JOHN AUGSBURGER
By John Augsburger
Title: Vice President
THE FUJI BANK, LIMITED
DAVID KELLEY
By David Kelley
Title: Vice President and
Senior Manager
NATIONSBANK OF TEXAS, N.A.
BIANCA HEMMEN
By Bianca Hemmen
Title: Senior Vice President
SOCIETE GENERALE, SOUTHWEST AGENCY
RICHARD M. LEWIS
By Richard M. Lewis
Title: Vice President
THE SUMITOMO BANK LTD.
HOUSTON AGENCY
HARUMITSU SEKI
By Harumitsu Seki
Title: General Manager
TEXAS COMMERCE BANK
NATIONAL ASSOCIATION
MATTHEW H. HILDRETH
By Matthew H. Hildreth
Title: Vice President
THE TORONTO-DOMINION BANK
F.B. HAWLEY
By F.B. Hawley
Title: Manager Credit Administration
UNION BANK OF SWITZERLAND,
HOUSTON AGENCY
JAN BUETTGEN
By Jan Buettgen
Title: Vice President -
Corporate Banking
GEORGE KUBORE
By George Kubore
Title: Assistant Vice President
FIRST INTERSTATE BANK OF CALIFORNIA
WILLIAM J. BAIRD
By William J. Baird
Title: Senior Vice President
JUDY MAAHS
By Judy Maahs
Title: Assistant Vice President
WACHOVIA BANK OF GEORGIA,
NATIONAL ASSOCIATION
DAVID L. GAINES
By David L. Gaines
Title: Senior Vice President
CREDIT LYONNAIS NEW YORK BRANCH
ROBERT IVOSEVICH
By Robert Ivosevich
Title: Senior Vice President
COOPERATIEVE CENTRALE
RAIFFEISEN-BOERENLEENBANK B.A.,
"RABOBANK NEDERLAND",
NEW YORK BRANCH
J. SCOTT TAYLOR
By J. Scott Taylor
Title: Vice President
W. JEFFREY VOLLACK
By W. Jeffrey Vollack
Title: Vice President, Manager
THE SANWA BANK LIMITED,
DALLAS AGENCY
BLAKE WRIGHT
By Blake Wright
Title: Vice President
BANQUE NATIONALE DE PARIS
HENRY F. SETINA
By Henry F. Setina
Title: Vice President
BOATMEN'S FIRST NATIONAL BANK
OF OKLAHOMA
K. RANDY ROPER
By K. Randy Roper
Title: Senior Vice President
CITIBANK N.A.
W. P. STENGEL
By W. P. Stengel
Title: Vice President
COMMERZBANK AG, ATLANTA AGENCY
ANDREAS K. BREMER
By Andreas K. Bremer
Title: Senior Vice President & Manager
CLAUDIA ROST
By Claudia Rost
Title: Assistant Treasurer
DAI-ICHI KANGYO BANK, LTD.
NEW YORK BRANCH
ANDREAS PANTELI
By Andreas Panteli
Title: Vice President
THE INDUSTRIAL BANK OF JAPAN, LTD.
ROBERT W. RAMAGE, JR.
By Robert W. Ramage, Jr.
Title: Senior Vice President
LTCB TRUST COMPANY
SATORU OTSUBO
By Satoru Otsubo
Title: Executive Vice President
THE MITSUBISHI BANK, LIMITED
HOUSTON AGENCY
TAKESHI YOKOKAWA
By Takeshi Yokokawa
Title: Joint General Manager
NATIONAL WESTMINSTER BANK Plc
NASSAU BRANCH
ERNEST V. HODGE
By Ernest V. Hodge
Title: Vice President
NATIONAL WESTMINSTER BANK Plc
NEW YORK BRANCH
ERNEST V. HODGE
By Ernest V. Hodge
Title: Vice President
UNITED STATES NATIONAL BANK
OF OREGON
BLAKE R. HOWELLS
By Blake R. Howells
Title: Vice President
BANK OF AMERICA ILLINOIS
J. STEPHEN MERNICK
By J. Stephen Mernick
Title: Senior Vice President
PNC BANK, NATIONAL ASSOCIATION
GREGORY T. GASCHLER
By Gregory T. Gaschler
Title: Vice President
BANK OF HAWAII
JOSEPH T. DONALSON
By Joseph T. Donalson
Title: Vice President
THE BANK OF TOKYO, LTD.,
DALLAS AGENCY
JOHN M. MEARNS
By John M. Mearns
Title: Vice President & Manager
BANQUE PARIBAS
PIERRE-JEAN DE FILIPPIS
By Pierre-Jean de Filippis
Title: General Manager
ROBERT G. SHAW
By Robert G. Shaw
Title: Vice President
BANQUE FRANCAISE DU COMMERCE
EXTERIEUR
IAIN A. WHYTE
By Iain A. Whyte
Title: Assistant Vice President
KENNETH C. COULTER
By Kenneth C. Coulter
Title: Vice President
BAYERISCHE VEREINSBANK AG,
LOS ANGELES AGENCY
JOHN CARLSON
By John Carlson
Title: Vice President
SYLVIA K. CHENG
By Sylvia K. Cheng
Title: Vice President
BHF-BANK, NEW YORK BRANCH
PAUL TRAVERS
By Paul Travers
Title: Vice President
PERRY FORMAN
By Perry Forman
Title: Assistant Vice President
DAIWA BANK TRUST COMPANY
JOEL LIMJAP
By Joel Limjap
Title: Vice President
MASAFUMI ASAI
By Masafumi Asai
Title: Vice President & Manager
DG BANK
DEUTSCHE GENOSSENSCHAFTSBANK
NORAH MCCANN
By Norah McCann
Title: Senior Vice President
KAREN A. BRINKMAN
By Karen A. Brinkman
Title: Vice President
FIRST HAWAIIAN BANK
ROBERT M. WHEELER III
By Robert M. Wheeler III
Title: Vice President
FIRST UNION NATIONAL BANK
OF NORTH CAROLINA
MARK M. HARDEN
By Mark M. Harden
Title: Vice President
LIBERTY BANK AND TRUST COMPANY
OF OKLAHOMA CITY, N.A.
LAURA CHRISTOFFERSON
By Laura Christofferson
Title: Vice President
MANUFACTURERS AND TRADERS
TRUST COMPANY
GEOFFREY R. FENN
By Geoffrey R. Fenn
Title: Vice President
THE MITSUBISHI TRUST AND BANKING
CORPORATION
MASAAKI YAMAGISHI
By Masaaki Yamagishi
Title: Chief Manager
THE MITSUI TRUST AND BANKING
COMPANY, LIMITED
GERARD MACHADO
By Gerard Machado
Title: Vice President
NORWEST BANK MINNESOTA,
NATIONAL ASSOCIATION
PERRY G. PELOS
By Perry G. Pelos
Title: Vice President
WESTDEUTSCHE LANDESBANK
GIROZENTRALE, New York Branch
RICHARD R. NEWMAN
By Richard R. Newman
Title: Vice President
S. BATINELLI
By S. Batinelli
Title: Vice President
WESTDEUTSCHE LANDESBANK
GIROZENTRALE, Cayman Islands
Branch
L. GUERNSEY
By L. Guernsey
Title: Vice President
S. BATINELLI
By S. Batinelli
Title: Vice President
THE YASUDA TRUST AND BANKING
COMPANY, LTD.
NEIL T. CHAU
By Neil T. Chau
Title: First Vice President
THE FIRST NATIONAL BANK OF CHICAGO
LYNN M. HICKEY
By Lynn M. Hickey
Title: Corporate Banking Officer
BANK HAPOALIM B.M., Los Angeles Branch
SHMUEL SHAKKED
By Shmuel Shakked
Title: Senior Vice President
LORI LAKE
By Lori Lake
Title: Assistant Vice President
THE CHASE MANHATTAN BANK, N.A.
DAHLIA C. MUNROE
By Dahlia C. Munroe
Title: Second Vice President
KREDIETBANK N.V.
ROBERT SNAUFFER
By Robert Snauffer
Title: Vice President
THOMAS R. LALLI
By Thomas R. Lalli
Title: Vice President
MERCANTILE BANK OF ST. LOUIS
NATIONAL ASSOCIATION
JOHN BILLINGS
By John Billings
Title: Vice President
THE SUMITOMO BANK OF CALIFORNIA
SEISHI JIROMARU
By Seishi Jiromaru
Title: Senior Vice President &
Division Manager