FIRST AMENDMENT dated as of October 5,
1998 (this "Amendment"), among FLEMING
COMPANIES, INC. (the "Borrower"), the LENDERS
party hereto, BANCAMERICA SECURITIES, INC., as
Syndication Agent, SOCIETE GENERALE, as
Documentation Agent, and THE CHASE MANHATTAN
BANK, as Administrative Agent.
A. Reference is made to the Credit Agreement dated
as of July 25, 1997 (the "Credit Agreement") among the
Borrower, the Lenders, the Administrative Agent, the
Syndication Agent and the Documentation Agent. Capitalized
terms used but not otherwise defined herein have the meanings
assigned to them in the Credit Agreement.
B. The Borrower has requested that the Lenders
amend certain provisions of the Credit Agreement. The Lenders
are willing to do so, subject to the terms and conditions of
this Amendment.
Accordingly, in consideration of the mutual
agreements herein contained and other good and valuable
consideration, the sufficiency and receipt of which are hereby
acknowledged, the parties hereto hereby agree as follows:
SECTION 1.01. Amendment to Section 2.11(b). Section
2.11(b) of the Credit Agreement is hereby modified by:
(a) deleting from clause (i) thereof the words "and
is permitted to be prepaid, repurchased or redeemed under
Section 6.03(b)"; and
(b) replacing the period at the end of the first
sentence thereof with the following:
"; provided further, that, notwithstanding the
foregoing proviso, in the event that (1) any Net
Proceeds are received by or on behalf of the
Borrower or any Subsidiary in respect of any Asset
Disposition and (2) the property disposed of in
such Asset Disposition, together with all other
property sold, leased, transferred or disposed of
(other than in the ordinary course of business and
other than as permitted by last sentence of Section
6.02) during the same fiscal year of the Borrower,
contributed more than 20% of EBITDAR for any one of
the immediately preceding three fiscal years of the
Borrower, the Borrower shall prepay Term Borrowings
(or, after the Term Borrowings have been repaid or
prepaid in full, either prepay Revolving Loans or
prepay, repurchase, retire or redeem the 10 5/8%
Senior Notes) in an aggregate amount equal to 100%
of the Net Proceeds of such Asset Disposition."
SECTION 1.02. Amendment to Section 6.02. Section
6.02 of the Credit Agreement is hereby modified by replacing
the reference to "20% of Consolidated Net Income" with a
reference to "30% of EBITDAR".
SECTION 1.03. Amendment to Section 6.03(b).
Section 6.03(b) of the Credit Agreement is hereby modified by
replacing clause (iv) thereof with the following:
"(iv) Indebtedness referred to in clause (A), (B)
or (C) of Section 2.11(b) or Indebtedness of the
character described in clauses (vi), (viii), (ix), (x),
(xi), (xii), (xiii) and (xiv) of Section 6.03(a) that is
not Later Maturing Indebtedness;"
SECTION 2. Credit Agreement. Except as
specifically stated herein, the Credit Agreement shall
continue in full force and effect in accordance with the
provisions thereof. As used therein, the terms "Agreement",
"herein", "hereunder", "hereto", "hereof" and words of similar
import shall, unless the context otherwise requires, refer to
the Credit Agreement as modified hereby.
SECTION 3. APPLICABLE LAW. THIS AMENDMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE
STATE OF NEW YORK.
SECTION 4. Counterparts. This Amendment may be
executed in any number of counterparts, each of which shall be
an original but all of which, when taken together, shall
constitute but one instrument. Delivery of an executed
counterpart of a signature page of this Agreement by telecopy
shall be effective as delivery of a manually executed
counterpart of this Agreement.
IN WITNESS WHEREOF, the parties hereto have caused
this Amendment to be duly executed by their respective
authorized officers as of the date first above written.
FLEMING COMPANIES, INC.
by
JOHN M. THOMPSON
Name: John M. Thompson
Title: Vice President &
Treasurer
THE CHASE MANHATTAN BANK,
individually and as
Administrative Agent,
by
BARRY K. BERGMAN
Name: Barry K. Bergman
Title: Vice President
BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION,
by
THOMAS BARNETT
Name: Thomas Barnett
Title: Managing Director
BANK OF HAWAII,
by
BRENDA TESTERMAN
Name: Brenda Testerman
Title: Vice President
BANK OF MONTREAL,
by
L.A. DURNING
Name: L.A. Durning
Title: Portfolio Manager
BANK OF SCOTLAND,
by
JANET TAFFE
Name: Janet Taffe
Title: Assistant Vice President
BEAR STEARNS INVESTMENT
PRODUCTS INC.,
by
HARRY ROSENBERG
Name: Harry Rosenberg
Title: Authorized Signatory
COMERICA BANK,
by
REGINALD M.
GOLDSMITH, III
Name: Reginald M. Goldsmith, III
Title: Vice President
CREDIT LYONNAIS NEW YORK BRANCH,
by
ROBERT IVOSEVICH
Name: Robert Ivosevich
Title: Senior Vice President
THE DAI-ICHI KANGYO BANK, LTD.,
by
MASAAKI ISHIKURA
Name: Masaaki Ishikura
Title: Vice President
FIRST HAWAIIAN BANK,
by
CHARLES L. JENKINS
Name: Charles L. Jenkins
Title: Vice President and
Manager
THE FUJI BANK, LIMITED,
by
TEIJI TERAMOTO
Name: Teiji Teramoto
Title: Vice President &
Manager
IBJ SCHRODER BANK & TRUST
COMPANY,
by
CHARLES B. FEARS
Name: Charles B. Fears
Title: Director
BANK ONE, OKLAHOMA, NA,
by
MARK C. DEMOS
Name: Mark C. Demos
Title: Senior Vice President
THE LONG-TERM CREDIT BANK OF
JAPAN, LTD.,
by
SADAO MURAOKA
Name: Sadao Muraoka
Title: Head of Southwest Region
MANUFACTURERS AND TRADERS
TRUST COMPANY,
by
R. BUFORD SEARS
Name: R. Buford Sears
Title: Administrative Vice President
THE MITSUBISHI TRUST AND BANKING CORPORATION,
CHICAGO BRANCH,
by
NOBUO TOMINAGA
Name: Nobuo Tominaga
Title: Chief Manager
NATEXIS BANQUE BFCE,
by
MARK A. HARRINGTON
Name: Mark A. Harrington
Title: Senior Vice President and
Regional Manager
by
PAUL H. DIOURI
Name: Paul H. Diouri
Title: Assistant Treasurer
NATIONAL BANK OF CANADA,
by
DOUG CLARK
Name: Doug Clark
Title: Vice President
by
RANDALL K. WILHOIT
Name: Randall K. Wilhoit
Title: Vice President
NATIONAL CITY BANK, KENTUCKY,
by
TODD ETHINGTON
Name: Todd Ethington
Title: Vice President
PARIBAS,
by
Name:
Title:
THE SANWA BANK LIMITED,
by
Name:
Title:
SENIOR DEBT PORTFOLIO,
by
Name:
Title:
SOCIETE GENERALE, SOUTHWEST AGENCY,
by
RICHARD M. LEWIS
Name: Richard M. Lewis
Title: Director
SUMITOMO BANK OF CALIFORNIA,
by
SHUJI ITO
Name: Shuji Ito
Title: Vice President
THE SUMITOMO BANK, LIMITED,
by
Name:
Title:
THE SUMITOMO TRUST AND BANKING
CO., LTD., NEW YORK BRANCH,
by
STEPHEN STRATICO
Name: Stephen Stratico
Title: Vice President
SUMMIT BANK,
by
BRUCE A. GRAY
Name: Bruce A. Gray
Title: Vice President
TRANSAMERICA BUSINESS CREDIT
CORPORATION,
by
PERRY VAVOULES
Name: Perry Vavoules
Title: Senior Vice President
VAN KAMPEN AMERICAN CAPITAL
PRIME RATE INCOME TRUST,
by
JEFFREY W. MAILLET
Name: Jeffrey W. Maillet
Title: Senior Vice President & Director
VAN KAMPEN CLO I LIMITED,
By: Van Kampen American
Capital Management, Inc.
As Collateral Manager
by
JEFFREY W. MAILLET
Name: Jeffrey W. Maillet
Title: Senior Vice President & Director