EXHIBIT 4.6
AMENDMENT NO. 4 TO CREDIT AGREEMENT
AMENDMENT dated as of February 15, 1996, 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. (a) The definition of "Interest Period" in Section
1.01 of the Credit Agreement is hereby amended by inserting the
phrase "one week or" immediately after the word "ending" in the
fifth line of clause (1) thereof.
(b) The definition of "Interest Period" in Section
1.01 of the Credit Agreement is hereby further amended by
inserting the phrase "(other than an Interest Period of one
week)" immediately after the phrase "any Interest Period" in the
first line of subparagraph (a) thereof.
(c) The definition of "Interest Period" in Section
1.01 of the Credit Agreement is hereby further amended by
inserting the phrase "(other than an Interest Period of one
week)" immediately after the phrase "any Interest Period" in the
first line of subparagraph (b) thereof.
SECTION 3. Amendment of Section 5.09 of the Credit
Agreement. Section 5.09 of the Credit Agreement is hereby
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 25, 1998 1.10 to 1
December 26, 1998 through
December 24, 1999 1.30 to 1
Thereafter 1.60 to 1
SECTION 4. Calculation of Fixed Charge Coverage
Covenant. The Banks hereby agree that for purposes of
calculating compliance with the covenant contained in Section
5.09 of the Credit Agreement, Consolidated Net Income for any
period shall be calculated on a pro-forma basis excluding any
non-cash charges taken after October 7, 1995 for (i) amounts with
respect to the bankruptcy of Megafoods Stores, Inc. and (ii)
losses incurred by the Borrower with respect to the sale or
disposition of LAS, Inc., its subsidiaries or any of their
assets.
SECTION 5. Amendment of Section 9.05 of the Credit
Agreement. Subsection (c) of Section 9.05 of the Credit
Agreement is amended by changing that portion of the first
sentence appearing prior to the proviso therein, to read in its
entirety as follows:
Any Bank may at any time assign to one or more banks or
other institutions (each, an "Assignee"):
(x) all of its rights and obligations under this Agreement
and the Notes with respect to any Tranche, or
(y) any part of its rights and obligations under this
Agreement and the Notes (equivalent to combined unused
Commitments and outstanding Loans of at least
$10,000,000 (except where the Assignee is already a
Bank)), provided that if the unused Commitment and
outstanding Loans of such transferor Bank for any
Tranche are less than $10,000,000, and such transferor
Bank wishes to assign any part of its Commitment and
Loans for such Tranche (other than to an Assignee that
is already a Bank), it must assign all of its
Commitment and Loans for such Tranche,
and such Assignee shall assume such rights and obligations,
pursuant to an Assignment and Assumption Agreement in
substantially the form of Exhibit D hereto executed by such
Assignee and such transferor Bank with (and subject to) the
subscribed consent of the Borrower, the Managing Agent and
the Issuing Banks, which consent shall not be unreasonably
withheld;
SECTION 6. Amendment to Exhibit E. Exhibit E to the
Credit Agreement is hereby amended by changing footnote *** on
page 2 thereof to read in its entirety as follows:
***For CD Borrowings: 30, 60, 90, 180 or 360 days. For
Euro-Dollar Borrowings: one week or 1, 2, 3, 6, or 12
months.
SECTION 7. Representations and Warranties. The
Borrower hereby represents and warrants that each of the
representations and warranties contained in the Credit Agreement
shall be true as of the effective date of this Amendment.
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.
(b) 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 the
Required 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).
(c) Promptly after this Amendment has become effective,
the Borrower shall pay to the Managing Agent for the account of
each Bank in immediately available funds, an amendment fee in an
amount equal to .10% of the sum (as at the opening of business on
the date hereof) of (A) the Tranche A Commitment of such Bank and
(B) the aggregate outstanding principal amount of the Tranche C
Loans of such Bank.
SECTION 9. 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
Title:
BANKS
MORGAN GUARANTY TRUST COMPANY
OF NEW YORK
By
Title:
BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION
By
Title:
THE BANK OF NOVA SCOTIA
By
Title:
CANADIAN IMPERIAL BANK OF COMMERCE
By
Title:
CREDIT SUISSE
By
Title:
By
Title:
DEUTSCHE BANK AG NEW YORK BRANCH
AND/OR CAYMAN ISLANDS BRANCH
By
Title:
By
Title:
THE FUJI BANK, LIMITED
By
Title:
NATIONSBANK OF TEXAS, N.A.
By
Title:
SOCIETE GENERALE, SOUTHWEST AGENCY
By
Title:
THE SUMITOMO BANK LTD.
HOUSTON AGENCY
By
Title:
TEXAS COMMERCE BANK
NATIONAL ASSOCIATION
By
Title:
THE TORONTO-DOMINION BANK
By
Title:
UNION BANK OF SWITZERLAND,
HOUSTON AGENCY
By
Title:
By
Title:
FIRST INTERSTATE BANK OF CALIFORNIA
By
Title:
By
Title:
WACHOVIA BANK OF GEORGIA,
NATIONAL ASSOCIATION
By
Title:
CREDIT LYONNAIS NEW YORK BRANCH
By
Title:
COOPERATIEVE CENTRALE
RAIFFEISEN-BOERENLEENBANK B.A.,
"RABOBANK NEDERLAND",
NEW YORK BRANCH
By
Title:
By
Title:
THE SANWA BANK LIMITED,
DALLAS AGENCY
By
Title:
BANQUE NATIONALE DE PARIS
By
Title:
BOATMEN'S FIRST NATIONAL BANK
OF OKLAHOMA
By
Title:
CITIBANK N.A.
By
Title:
DAI-ICHI KANGYO BANK, LTD.
NEW YORK BRANCH
By
Title:
THE INDUSTRIAL BANK OF JAPAN, LTD.
By
Title:
LTCB TRUST COMPANY
By
Title:
THE MITSUBISHI BANK, LIMITED
HOUSTON AGENCY
By
Title:
NATIONAL WESTMINSTER BANK Plc
NASSAU BRANCH
By
Title:
NATIONAL WESTMINSTER BANK Plc
NEW YORK BRANCH
By
Title:
UNITED STATES NATIONAL BANK
OF OREGON
By
Title:
BANK OF AMERICA ILLINOIS
By
Title:
PNC BANK, NATIONAL ASSOCIATION
By
Title:
BANK OF HAWAII
By
Title:
THE BANK OF TOKYO, LTD.,
DALLAS AGENCY
By
Title:
BANQUE PARIBAS
By
Title:
By
Title:
BANQUE FRANCAISE DU COMMERCE
EXTERIEUR
By
Title:
By
Title:
BAYERISCHE VEREINSBANK AG,
LOS ANGELES AGENCY
By
Title:
By
Title:
BHF-BANK, NEW YORK BRANCH
By
Title:
By
Title:
DG BANK
DEUTSCHE GENOSSENSCHAFTSBANK
By
Title:
By
Title:
FIRST HAWAIIAN BANK
By
Title:
FIRST UNION NATIONAL BANK
OF NORTH CAROLINA
By
Title:
LIBERTY BANK AND TRUST COMPANY
OF OKLAHOMA CITY, N.A.
By
Title:
MANUFACTURERS AND TRADERS
TRUST COMPANY
By
Title:
THE MITSUBISHI TRUST AND BANKING
CORPORATION
By
Title:
THE MITSUI TRUST AND BANKING
COMPANY, LIMITED
By
Title:
NORWEST BANK MINNESOTA,
NATIONAL ASSOCIATION
By
Title:
WESTDEUTSCHE LANDESBANK
GIROZENTRALE, New York Branch
By
Title:
By
Title:
WESTDEUTSCHE LANDESBANK
GIROZENTRALE, Cayman Islands
Branch
By
Title:
By
Title:
THE YASUDA TRUST AND BANKING
COMPANY, LTD.
By
Title:
THE FIRST NATIONAL BANK OF CHICAGO
By
Title:
BANK HAPOALIM B.M., Los Angeles Branch
By
Title:
By
Title:
THE CHASE MANHATTAN BANK, N.A.
By
Title:
KREDIETBANK N.V.
By
Title:
By
Title:
MERCANTILE BANK OF ST. LOUIS
NATIONAL ASSOCIATION
By
Title:
THE SUMITOMO BANK OF CALIFORNIA
By
Title: