EXHIBIT 4.2 AMENDMENT NO. 1 TO CREDIT AGREEMENT AMENDMENT dated as of January 17, 1994, to the $400,000,000 Credit Agreement dated as of October 21, 1993 (the "Credit Agreement") among FLEMING COMPANIES, INC., the BANKS party thereto and MORGAN GUARANTY TRUST COMPANY OF NEW YORK, as Agent. W I T N E S S E T H: WHEREAS, the entities named above are parties to the Credit Agreement; WHEREAS, the parties hereto desire to amend the Credit Agreement to effect the amendment reflected herein; 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 5.09 OF THE CREDIT AGREEMENT. Section 5.09 of the Credit Agreement is hereby amended in its entirety to read as follows: "As of the last day of each fiscal quarter of the Borrower, the ratio of Net Earnings Available for Fixed Charges to Consolidated Fixed Charges, in each case for the four fiscal quarters ending on such day, shall not be less than 1.6 to 1; PROVIDED that Net Earnings Available For Fixed Charges for any period shall be calculated on a pro forma basis excluding any charge of up to $101,300,000 for the Borrower Special Charges. "Borrower Special Charges" means the charges to the Borrower's earnings in December 1993 relating to the consolidation of certain of the Borrower's facilities and operations, as approved by the board of directors of the Borrower at a meeting on January 17, 1994." SECTION 3. COUNTERPARTS; EFFECTIVENESS. 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 when the 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 Agent shall have received telegraphic, telex or other written confirmation from such party of execution of a counterpart hereof by such party) and, once so effective, Section 2 hereof shall be given effect retroactively to December 25, 1993. -58- SECTION 4. 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 /S/ JOHN M. THOMPSON ------------------------------ Name: John M. Thompson Title: Vice President and Treasurer MORGAN GUARANTY TRUST COMPANY OF NEW YORK By /S/ MICHAEL C. MAUER ------------------------------ Name: Michael C. Mauer Title: Vice President J.P. MORGAN DELAWARE By /S/ D.J. MORRIS ------------------------------ Name: David J. Morris Title: Vice President BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION By /S/ JODY B. SCHNEIDER ------------------------------ Name: Jody B. Schneider Title: Vice President By /S/ C.L. TURNER, III ------------------------------ Name: C.L. Turner, III Title: Vice President BOATMEN'S FIRST NATIONAL BANK OF OKLAHOMA By /S/ K. RANDY ROPER ------------------------------ Name: K. Randy Roper Title: Senior Vice President CREDIT SUISSE By /S/ WILLIAM P. MURRAY ------------------------------ Name: William P. Murray Title: Member of Senior Management By /S/ KRISTINN R. KRISTINSSON ------------------------------ Name: Kristinn R. Kristinsson Title: Member of Senior Management -59- TEXAS COMMERCE BANK, NATIONAL ASSOCIATION By /S/ JOHN P. DEAN ------------------------------ Name: John P. Dean Title: Senior Vice President CIBC, INC. By /S/ J.D. WESTLAND ------------------------------ Name: J.D. Westland Title: Vice President NATIONSBANK OF TEXAS, N.A. By /S/ BIANCA HEMMEN ------------------------------ Name: Bianca Hemmen Title: Vice President By /S/ STEVEN A. DEILY ------------------------------ Name: Steven A. Deily Title: Senior Vice President SWISS BANK CORPORATION By /S/ THAD D. RASCHE ------------------------------ Name: Thad D. Rasche Title: Director Merchant Banking By /S/ NEIL R. GUNN ------------------------------ Name: Neil R. Gunn Title: Associate Director Merchant Banking UNION BANK OF SWITZERLAND By /S/ A. IMHOLZ ------------------------------ Name: Alfred W. Imholz Title: First Vice President By /S/ JAN BUETTGEN ------------------------------ Name: Jan Buettgen Title: Assistant Vice President THE BANK OF NOVA SCOTIA By /S/ A.S. NORSWORTHY ------------------------------ Name: A.S. Norsworthy Title: Assistant Agent THE TORONTO-DOMINION BANK By /S/ F.B. HAWLEY ------------------------------ Name: F.B. Hawley Title: Mgr. Cr. Amin. -60- WACHOVIA BANK OF GEORGIA, N.A. By /S/ TERRY KATON ------------------------------ Name: Terry Katon Title: Assistant Vice President THE FIRST NATIONAL BANK OF CHICAGO By /S/ SHARON A. HUEBNER ------------------------------ Name: Sharon A. Huebner Title: Vice President KREDIETBANK, N.V. By /S/ PATRICIA A. MCCANN ------------------------------ Name: Patricia A. McCann Title: Vice President By /S/ ROBERT SNAUFFER ------------------------------ Name: Robert Snauffer Title: Vice President BANQUE NATIONALE DE PARIS, HOUSTON AGENCY By /S/ HENRY F. SETINA ------------------------------ Name: Henry F. Setina Title: Vice President FIRST INTERSTATE BANK OF CALIFORNIA By /S/ W. J. BAIRD ------------------------------ Name: William J. Baird Title: Vice President FIRST TENNESSEE BANK NATIONAL ASSOCIATION By /S/ GEORGE COULOUBARITSIS ------------------------------ Name: George Couloubaritsis Title: Vice President THE FUGI BANK, LIMITED By /S/ DAVID KELLEY ------------------------------ Name: David Kelley Title: Vice President and Senior Manager LIBERTY BANK AND TRUST COMPANY OF OKLAHOMA CITY, N.A. By /S/ LAURA CHRISTOFFERSON ------------------------------ Name: Laura Christofferson Title: Vice President -61- THE MITSUBISHI BANK, LTD., HOUSTON AGENCY By SHOJI HONDA ------------------------------ Name: Shoji Honda Title: General Manager NORDDEUTSCHE LANDESBANK GIROZENTRALE By /S/ S.K. HUNTER ------------------------------ Name: Stephen K. Hunter Title: Senior Vice President By /S/ STEPHANIE HOEVERMANN ------------------------------ Name: Stephanie Hoevermann Title: Vice President PNC BANK, NATIONAL ASSOCIATION By /S/ TAMARA R. O'CONNOR ------------------------------ Name: Tamara R. O'Connor Title: Vice President SOCIETE GENERALE, SOUTHWEST AGENCY By /S/ RICHARD M. LEWIS ------------------------------ Name: Richard M. Lewis Title: Assistant Vice President By /S/ CHRISTOPHER SPEITZ ------------------------------ Name: Christopher Speitz Title: Vice President BANK IV KANSAS, N.A. By /S/ MIKE WEGENG ------------------------------ Name: Mike Wegeng Title: Vice President FIRST NATIONAL BANK OF OMAHA By /S/ R.W. TRITSEL ------------------------------ Name: R.W. Tritsel Title: Vice President THE SANWA BANK LIMITED, DALLAS AGENCY By /S/ MASAO YANO ------------------------------ Name: Masao Yano Title: Vice President -62-