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: