1
Exhibit 4.1.4
RALPHS GROCERY COMPANY
THIRD AMENDMENT, CONSENT AND WAIVER
TO CREDIT AGREEMENT
This THIRD AMENDMENT, CONSENT AND WAIVER TO CREDIT AGREEMENT
(this "AMENDMENT") is dated as of March 8, 1996 and entered into by and among
Food 4 Less Holdings, Inc., a Delaware corporation ("NEW HOLDINGS"), Ralphs
Grocery Company, a Delaware corporation and legal successor to Food 4 Less
Supermarkets, Inc. ("COMPANY"), the financial institutions listed on the
signature pages hereof ("LENDERS"), the Co- Agents and Co-Arrangers listed on
the signature pages hereof and Bankers Trust Company, as administrative agent
for Lenders ("AGENT"), and, for purposes of Sections 2, 3 and 7 hereof, the
Credit Support Parties (as defined in Section 7 hereof) listed on the signature
pages hereof, and is made with reference to that certain Credit Agreement dated
as of June 14, 1995, by and among New Holdings, Company, the Lenders, the Co-
Agents and Co-Arrangers party thereto, and Agent, as amended by that certain
First Amendment dated as of August 18, 1995 and that certain Second Amendment
dated as of December 11, 1995 (as so amended, the "CREDIT AGREEMENT").
Capitalized terms used herein without definition shall have the same meanings
herein as set forth in the Credit Agreement.
RECITALS
WHEREAS, Company and Lenders desire to amend the Credit
Agreement to (i) amend certain of the mandatory prepayment provisions contained
therein, (ii) amend certain of the financial covenants and other negative
covenants contained therein, and (iii) make certain other amendments, all as
more specifically set forth herein;
WHEREAS, Company, Lenders and Credit Support Parties desire to
amend that certain Pledge Agreement dated as of June 14, 1995, by and among
Company, Falley's, Cala Co, F4LSC, Bay Area, Cala, Bell Markets, Alpha Beta,
F4LGM, F4L Merchandising, F4L California and Crawford (all as defined therein)
and Agent (the "PLEDGE AGREEMENT") to (i) make certain conforming changes to
Schedule I to the Pledge Agreement, as amended, attached thereto, and (ii) make
certain other related amendments to the Pledge Agreement, all as more
specifically set forth herein;
WHEREAS, Company, Lenders and Credit Support Parties desire to
amend that certain Deposit Accounts Security Agreement dated as of June 14,
1995, by New Holdings, Company, Falley's, Cala Co, F4LSC, Bay Area, Cala, Bell
Markets, Alpha Beta, F4LGM, F4L Merchandising, F4L California and Crawford (all
as defined therein) and Agent (the "DEPOSIT ACCOUNT AGREEMENT") to make certain
conforming changes to Schedule A to the Deposit Account Agreement attached
thereto; and
2
WHEREAS, Company has requested Lenders to consent to the
release by Agent of the Lien on Company's parcel of land at Adams and Vermont
Streets in Los Angeles, to permit Company to transfer such parcel to a
Subsidiary partnership to obtain construction financing on such parcel, and to
secure such construction financing with a Lien on such parcel; and Lenders are
willing, subject to the terms and conditions set forth herein, to consent to
such release and to waive Company's compliance with certain related covenants
set forth in subsections 6.11(ii) and 7.7(x) of the Credit Agreement:
NOW, THEREFORE, in consideration of the premises and the
agreements, provisions and covenants herein contained, the parties hereto agree
as follows:
SECTION 1. AMENDMENTS TO THE CREDIT AGREEMENT
1.1 AMENDMENTS TO SECTION 1: PROVISIONS RELATING TO
DEFINED TERMS
A. Subsection 1.1 of the Credit Agreement is hereby
amended by adding thereto the following definitions, which shall be inserted in
proper alphabetical order:
"`EARNED ADDITIONAL CAPITAL EXPENDITURES AMOUNT'
means, for Fiscal Years 1997, 1998 and 1999, the amount, if any, by
which actual Consolidated Adjusted EBITDA for the immediately
preceding Fiscal Year exceeds the sum of the minimum required
Consolidated Adjusted EBITDA for the four Fiscal Quarters of such
immediately preceding Fiscal Year as set forth in subsection 7.6C,
such amount in any event not to exceed $25,000,000 for Fiscal Year
1997, $30,000,000 for Fiscal Year 1998 and $30,000,000 for Fiscal Year
1999.
`SELECTED ASSETS' means all or the majority of the
Company's existing Northern California operations, all or the majority
of its existing Midwestern operations, and any or all of its owned
warehouse facilities, in each case as set forth in Schedule
1.1Dannexed hereto."
B. Subsection 1.1 of the Credit Agreement is hereby
further amended by deleting the definitions "Senior Debt Indentures", "Senior
Indebtedness", "Subordinated Debt Indentures" and "Subordinated Indebtedness"
in their entirety and substituting the following therefor:
"`SENIOR DEBT INDENTURES' means any or all of the Old F4L
Senior Note Indenture, the New F4L Senior Note Indenture, the Holdings
Discount Note Indenture, the Holdings Discount Debenture Indenture,
and any indenture pursuant to which any senior Indebtedness permitted
under subsection 7.1(xiii) is issued.
`SENIOR INDEBTEDNESS' means any or all of the Old F4L Senior
Notes, the New F4L Senior Notes, the Holdings Discount Notes, the
Holdings Discount Debentures, and any senior Indebtedness permitted
under subsection 7.1(xiii).
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`SUBORDINATED DEBT INDENTURES' means, collectively, the Old
F4L Senior Subordinated Note Indenture, the New F4L Senior
Subordinated Note Indenture, the Old RGC 9% Subordinated Note
Indenture, the Old RGC 10-1/4% Subordinated Note Indenture, the New
RGC Senior Subordinated Note Indenture, the Seller Debenture
Indenture, and any indenture pursuant to which any subordinated
Indebtedness permitted under subsection 7.1(xiii) is issued.
`SUBORDINATED INDEBTEDNESS' means (i) the Old F4L Senior
Subordinated Notes, the New F4L Senior Subordinated Notes, the New RGC
Senior Subordinated Notes, the Seller Debentures, the Old RGC 9%
Subordinated Notes and the Old RGC 10-1/4% Subordinated Notes and (ii)
any other Indebtedness of Holdings or Company subordinated in right of
payment to the Obligations pursuant to documentation containing
maturities, amortization schedules, covenants, defaults, remedies,
subordination provisions and other material terms in form and
substance satisfactory to Agent and Requisite Lenders, including
without limitation any subordinated Indebtedness permitted under
subsection 7.1(xiii)."
C. Subsection 1.1 of the Credit Agreement is hereby
further amended by deleting the reference to "proceeds" in subclause (b) of
clause (ii) of the definition "CONSOLIDATED CAPITAL EXPENDITURES" and
substituting "principal amount" therefor.
1.2 AMENDMENTS TO SECTION 2: AMOUNTS AND TERMS OF
COMMITMENTS AND LOANS
A. REVOLVING LOANS. Clause (b) of the second paragraph
of subsection 2.1A(v) of the Credit Agreement is hereby amended by deleting it
in its entirety and substituting the following therefor:
"(b) (i) for 30 consecutive days during the period
between the first day of the fourth Fiscal Quarter in Fiscal Year 1996
through and including the last day of the first Fiscal Quarter in
Fiscal Year 1997, the sum of (1) the aggregate outstanding principal
amount of all Revolving Loans plus (2) the aggregate outstanding
principal amount of all Swing Line Loans shall not exceed
$150,000,000; (ii) for 30 consecutive days during the period between
the first day of the fourth Fiscal Quarter in Fiscal Year 1997 through
and including the last day of the first Fiscal Quarter in Fiscal Year
1998, the sum of (1) the aggregate outstanding principal amount of all
Revolving Loans plus (2) the aggregate outstanding principal amount of
all Swing Line Loans shall not exceed $110,000,000; and (iii)
thereafter for 30 consecutive days during the twelve-month period that
immediately follows the Company's most recent compliance with this
subparagraph (b), the sum of (1) the aggregate outstanding principal
amount of all Revolving Loans plus (2) the aggregate outstanding
principal amount of all Swing Line Loans shall not exceed
$75,000,000."
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B. SWING LINE LOANS. Clause (b) of the second paragraph
of subsection 2.1A(vi) of the Credit Agreement is hereby amended by deleting it
in its entirety and substituting the following therefor:
"(b) (i) for 30 consecutive days during the period
between the first day of the fourth Fiscal Quarter in Fiscal Year 1996
through and including the last day of the first Fiscal Quarter in
Fiscal Year 1997, the sum of (1) the aggregate outstanding principal
amount of all Revolving Loans plus (2) the aggregate outstanding
principal amount of all Swing Line Loans shall not exceed
$150,000,000; (ii) for 30 consecutive days during the period between
the first day of the fourth Fiscal Quarter in Fiscal Year 1997 through
and including the last day of the first Fiscal Quarter in Fiscal Year
1998, the sum of (1) the aggregate outstanding principal amount of all
Revolving Loans plus (2) the aggregate outstanding principal amount of
all Swing Line Loans shall not exceed $110,000,000; and (iii)
thereafter for 30 consecutive days during the twelve-month period that
immediately follows the Company's most recent compliance with this
subparagraph (b), the sum of (1) the aggregate outstanding principal
amount of all Revolving Loans plus (2) the aggregate outstanding
principal amount of all Swing Line Loans shall not exceed
$75,000,000."
C. MANDATORY PREPAYMENTS AND MANDATORY REDUCTIONS OF
REVOLVING LOAN COMMITMENTS FROM ASSET SALES.
1. Subsection 2.4B(iii)(a) of the Credit
Agreement is hereby amended by deleting from the first sentence
thereof the text up to and including the first semicolon and
substituting the following therefor:
"(1) No later than the third Business Day following
the date of receipt by Company or any of its Subsidiaries of Cash
Proceeds of any Asset Sale (other than a Required Disposition or a
Planned Disposition or an Asset Sale of Selected Assets) in an
aggregate cumulative amount equal to or exceeding $500,000 (and as to
which no prepayment of the Loans shall have been made pursuant to this
subsection 2.4B(iii)(a)), (2) no later than the third Business Day
following the date of receipt by Company or any of its Subsidiaries of
Cash Proceeds of Required Dispositions or Planned Dispositions or
Selected Assets in an aggregate cumulative amount equal to or
exceeding $5,000,000 (and as to which no prepayment of the Loans shall
have been made pursuant to this subsection 2.4B(iii)(a)), and (3) with
respect to any Cash Proceeds of Required Dispositions or Planned
Dispositions or Selected Assets received by Company or any of its
Subsidiaries that are not yet required to be prepaid pursuant to the
immediately preceding clause (2) because the aggregate cumulative
amount thereof does not yet exceed $5,000,000, on the earlier of (y)
the 180th day following the date of the first Asset Sale for which
Company begins to cumulate Cash Proceeds pursuant to the immediately
preceding clause (2) and (z) the date of the occurrence of any Event
of Default or Potential Event of Default, (A) in the case of the first
$100,000,000 in Net Cash Proceeds from Asset
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Sales of Selected Assets made during Fiscal Year 1996 and the first
two Fiscal Quarters of Fiscal Year 1997 (the "SELECTED ASSET
PROCEEDS"), Company shall (i) prepay the Term Loans in an amount equal
to 50% of such Selected Asset Proceeds and (ii) prepay the Swing Line
Loans to the full extent thereof and thereafter the Revolving Loans in
an amount equal to the remaining 50% of such Selected Asset Proceeds,
but the Revolving Loan Commitments shall not be reduced by any such
prepayment of the Swing Line Loans or Revolving Loans, and (B) in the
case of Net Cash Proceeds from Asset Sales other than such Selected
Asset Proceeds, Company shall prepay the Term Loans in an amount equal
to such Net Cash Proceeds and to the extent such Net Cash Proceeds
exceed the aggregate outstanding principal amount of Term Loans,
Company shall prepay in an amount equal to such excess first the Swing
Line Loans to the full extent thereof and second the Revolving Loans,
and the Revolving Loan Commitments shall be permanently reduced in an
amount equal to such excess;"
2. Subsection 2.4B(iii)(a) of the Credit
Agreement is hereby further amended by adding "or Asset Sales of
Selected Assets made in Fiscal Year 1996 and the first two Fiscal
Quarters of Fiscal Year 1997" immediately after the reference to
"Planned Dispositions" in the parenthetical in clauses (i) and (ii) of
the first proviso contained therein.
3. Subsection 2.4B(iii)(a) of the Credit
Agreement is hereby further amended by adding "(other than Asset Sales
of Selected Assets made in Fiscal Year 1996 and the first two Fiscal
Quarters of Fiscal Year 1997)" immediately after the second reference
to "after the Closing Date" in clause (iii) of the first proviso
contained therein.
D. PREPAYMENTS AND REDUCTIONS DUE TO ISSUANCE OF DEBT.
Subsection 2.4B(iii)(b) of the Credit Agreement is hereby amended by deleting
it in its entirety and substituting the following therefor:
"(b) Prepayments and Reductions Due to Issuance of
Debt. No later than the first Business Day following the date of
receipt by Holdings or any of its Subsidiaries of the cash proceeds
(net of underwriting discounts, similar placement fees and commissions
and other reasonable costs and expenses associated therewith) from the
issuance of any debt Securities of Holdings or any such Subsidiary
(the "NET DEBT PROCEEDS"), (1) in the case of the first $100,000,000
in aggregate Net Debt Proceeds from the issuance of debt Securities
pursuant to subsection 7.1(xiii) during Fiscal Year 1996 and Fiscal
Year 1997 (the "INITIAL NET DEBT PROCEEDS"), Company shall (i) prepay
the Term Loans in an amount equal to 50% of such Initial Net Debt
Proceeds and (ii) prepay the Swing Line Loans to the full extent
thereof and thereafter the Revolving Loans in an amount equal to the
remaining 50% of such Initial Net Debt Proceeds, but the Revolving
Loan Commitments shall not be reduced by any such prepayment of Swing
Line Loans or Revolving Loans, and (2) in the case of Net Debt
Proceeds other than such Initial Net Debt Proceeds,
THIRD AMENDMENT
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Company shall prepay the Term Loans in an amount equal to such Net
Debt Proceeds and to the extent the amount of such Net Debt Proceeds
exceeds the aggregate outstanding principal amount of the Term Loans,
Company shall prepay in an amount equal to such excess first the Swing
Line Loans to the full extent thereof and second the Revolving Loans,
and the Revolving Loan Commitments shall be permanently reduced in an
amount equal to such excess. Any such mandatory prepayments shall be
applied as specified in subsection 2.4B(iv)."
E. MANDATORY PREPAYMENTS AND MANDATORY REDUCTIONS OF
REVOLVING LOAN COMMITMENTS DUE TO ISSUANCE OF EQUITY SECURITIES. Subsection
2.4B(iii)(c) of the Credit Agreement is hereby amended by adding immediately
after the reference to "provided, however, that" in the proviso contained in
the first sentence thereof the following: ", commencing with Fiscal Year 1998
and for any Fiscal Year thereafter,".
F. MANDATORY PREPAYMENTS AND MANDATORY REDUCTIONS OF
REVOLVING LOAN COMMITMENTS DUE TO EXCESS CASH FLOW. Subsection 2.4B(iii)(e) of
the Credit Agreement is hereby amended (1) by deleting the reference to "75%"
contained therein and substituting "(i) for Fiscal Year 1995 through Fiscal
Year 1997, 100%, and (ii) commencing with Fiscal Year 1998 and thereafter, 75%"
therefor, and (2) by adding immediately after the reference to "provided,
however, that" in the proviso contained in the first sentence thereof the
following: ", commencing with Fiscal Year 1998 and for any Fiscal Year
thereafter,".
G. APPLICATION OF MANDATORY PREPAYMENTS OF TERM LOANS BY
ORDER OF MATURITY. Subsection 2.4B(iv)(b) of the Credit Agreement is hereby
amended by deleting clause (y) contained therein in its entirety and
substituting the following therefor:
"(y) in the case of any mandatory prepayments to be
applied to the Tranche A Term Loans from Selected Asset Proceeds
pursuant to clause (A) of subsection 2.4B(iii)(a) or from Initial Net
Debt Proceeds pursuant to clause (1) of subsection 2.4B(iii)(b), to
reduce unpaid scheduled installments of principal of the Tranche A
Term Loans set forth in subsection 2.4A(i) in forward order of
maturity for up to the immediately succeeding twelve-month period, and
in the case of all other mandatory prepayments, to reduce the unpaid
scheduled installments of principal of the Term Loans set forth in
subsections 2.4A(i), 2.4A(ii), 2.4A(iii) and 2.4A(iv) on a pro rata
basis;"
H. APPLICATION OF PREPAYMENTS TO BASE RATE LOANS AND
EURODOLLAR RATE LOANS. Subsection 2.4B(iv)(c) of the Credit Agreement is
hereby amended by deleting the period at the end of the second sentence thereof
and by substituting the following therefor: "; provided, however, in no event
shall the aggregate amount of all such prepayments being held by Agent in any
such account exceed $7,500,000."
THIRD AMENDMENT
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1.3 AMENDMENTS TO SECTION 7: COMPANY'S NEGATIVE
COVENANTS
A. INDEBTEDNESS. Subsection 7.1 of the Credit Agreement
is hereby amended by deleting the reference to "and" at the end of subsection
7.1(xii), renumbering subsection 7.1(xiii) as subsection 7.1(xiv), and by
adding a new subsection 7.1(xiii) thereto as follows:
"(xiii) Holdings and Company may become during
Fiscal Year 1996 and/or Fiscal Year 1997 and remain liable with
respect to unsecured senior Indebtedness and/or unsecured senior
subordinated Indebtedness in an aggregate principal amount which shall
not exceed $250,000,000, the terms of which Indebtedness shall be in
form and substance satisfactory to Agent and Requisite Lenders;
provided, that Holdings shall contribute the proceeds from the
issuance of such senior Indebtedness to Company in the form of an
equity contribution; provided further, that in either case, the
Company shall apply such proceeds in accordance with subsection
2.4B(iii)(b); and"
B. INVESTMENTS; JOINT VENTURES. Subsection 7.3(vii) of
the Credit Agreement is hereby amended by deleting the reference to
"$35,000,000" contained therein and substituting "(1) for Fiscal Years 1996 and
1997, $25,000,000 at any time outstanding, and (2) commencing with Fiscal Year
1998 and thereafter, $35,000,000" therefor.
C. CONTINGENT OBLIGATIONS.
1. Subsection 7.4 of the Credit Agreement is
hereby amended by deleting clause (vi) therefrom in its entirety and
substituting the following therefor:
"(vi) Subsidiaries of Company may become and remain
liable with respect to Contingent Obligations in respect of any
Indebtedness of Company permitted by subsection 7.1(vi) or subsection
7.1(xiii) pursuant to guarantees entered into by any Subsidiary of
Company; provided that any such guarantee entered into by any
Subsidiary of Company after the Closing Date either shall be in the
form of such guarantee as in effect on the Closing Date and delivered
to Agent pursuant to subsection 4.1L, as such form may be amended from
time to time to the extent permitted under subsection 7.15B, or shall
be in form and substance satisfactory to Agent and Requisite Lenders;"
2. Subsection 7.4 of the Credit Agreement is
hereby further amended by deleting the reference to "$35,000,000" in
clause (ix) contained therein and substituting "(1) for Fiscal Years
1996 and 1997, $25,000,000 at any time outstanding, and (2) commencing
with Fiscal Year 1998 and thereafter, $35,000,000" therefor.
THIRD AMENDMENT
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D. RESTRICTED JUNIOR PAYMENTS; OTHER RESTRICTED PAYMENTS.
1. Subsection 7.5A of the Credit Agreement is
hereby amended by adding at the end of clause (v) contained therein
the following: "and to the holders of Indebtedness permitted under
subsection 7.1(xiii) to the extent required by the terms of, and
subject to any subordination provisions contained in, the indenture
pursuant to which such Indebtedness is issued,".
2. Subsection 7.5A of the Credit Agreement is
hereby further amended by deleting the reference to "and the Seller
Debentures" in clause (vi) contained therein and substituting ", the
Seller Debentures and any Indebtedness permitted under subsection
7.1(xiii)" therefor.
3. Subsection 7.5A of the Credit Agreement is
hereby further amended (1) by deleting the reference to "and"
immediately preceding clause (xiv) contained therein and substituting
"," therefor, and (2) by adding a new subsection 7.1(xv) at the end of
the first sentence contained therein as follows:
"and (xv) Company may make payments of regularly
scheduled interest in respect of subordinated Indebtedness permitted
pursuant to subsection 7.1(xiii), in each case in accordance with the
terms of, and to the extent required by, and subject to the
subordination provisions contained in, the applicable Subordinated
Debt Indenture,"
4. Subsection 7.5B of the Credit Agreement is
hereby amended by adding at the end of clause (v) contained therein
the following: "and to the holders of senior Indebtedness permitted
under subsection 7.1(xiii) in accordance with the terms of and to the
extent required by the terms of the indenture pursuant to which such
Indebtedness is issued."
THIRD AMENDMENT
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E. MINIMUM FIXED CHARGE COVERAGE RATIO. Subsection 7.6A
of the Credit Agreement is hereby amended (1) by deleting the reference to
"1.24:1.00" in clause (b) contained therein and substituting "1.15:1.00"
therefor, (2) by deleting the reference to "1.30:1.00" in clause (c) contained
therein and substituting "1.05:1.00" therefor, and (3) by deleting the table
contained therein in its entirety and substituting the following therefor:
MINIMUM FIXED
"PERIOD CHARGE COVERAGE RATIO
--------------- ---------------------
2nd Fiscal Quarter, 1996 1.07:1.00
3rd Fiscal Quarter, 1996 1.12:1.00
4th Fiscal Quarter, 1996 1.18:1.00
1st Fiscal Quarter, 1997 1.18:1.00
2nd Fiscal Quarter, 1997 1.19:1.00
3rd Fiscal Quarter, 1997 1.20:1.00
4th Fiscal Quarter, 1997 1.23:1.00
1st Fiscal Quarter, 1998 1.26:1.00
2nd Fiscal Quarter, 1998 1.29:1.00
3rd Fiscal Quarter, 1998 1.33:1.00
4th Fiscal Quarter, 1998 1.36:1.00
1st Fiscal Quarter, 1999 1.41:1.00
2nd Fiscal Quarter, 1999 1.42:1.00
3rd Fiscal Quarter, 1999 1.46:1.00
4th Fiscal Quarter, 1999 1.50:1.00
1st Fiscal Quarter, 2000 1.49:1.00
2nd Fiscal Quarter, 2000 1.48:1.00
3rd Fiscal Quarter, 2000 1.48:1.00
4th Fiscal Quarter, 2000 1.48:1.00
1st Fiscal Quarter, 2001 1.48:1.00
2nd Fiscal Quarter, 2001 1.47:1.00
3rd Fiscal Quarter, 2001 1.46:1.00
4th Fiscal Quarter, 2001 1.45:1.00
1st Fiscal Quarter, 2002 1.46:1.00
2nd Fiscal Quarter, 2002 1.47:1.00
3rd Fiscal Quarter, 2002 1.48:1.00
4th Fiscal Quarter, 2002
and each Fiscal Quarter
thereafter 1.50:1.00"
THIRD AMENDMENT
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F. MAXIMUM LEVERAGE RATIO. Subsection 7.6B of the
Credit Agreement is hereby amended (1) by deleting the reference to "6.40:1.00"
in clause (y) contained therein and substituting "7.10:1.00" therefor, (2) by
deleting the reference to "6.00:1.00" in clause (z) contained therein and
substituting "7.80:1.00" therefor, and (3) by deleting the table contained
therein in its entirety and substituting the following therefor:
"PERIOD MAXIMUM LEVERAGE RATIO
--------------- ----------------------
2nd Fiscal Quarter, 1996 7.70:1.00
3rd Fiscal Quarter, 1996 7.10:1.00
4th Fiscal Quarter, 1996 6.40:1.00
1st Fiscal Quarter, 1997 6.30:1.00
2nd Fiscal Quarter, 1997 6.20:1.00
3rd Fiscal Quarter, 1997 5.90:1.00
4th Fiscal Quarter, 1997 5.70:1.00
1st Fiscal Quarter, 1998 5.40:1.00
2nd Fiscal Quarter, 1998 5.30:1.00
3rd Fiscal Quarter, 1998 5.00:1.00
4th Fiscal Quarter, 1998 4.80:1.00
1st Fiscal Quarter, 1999 4.50:1.00
2nd Fiscal Quarter, 1999 4.40:1.00
3rd Fiscal Quarter, 1999 4.10:1.00
4th Fiscal Quarter, 1999 3.90:1.00
1st Fiscal Quarter, 2000 3.90:1.00
2nd Fiscal Quarter, 2000 3.80:1.00
3rd Fiscal Quarter, 2000 3.70:1.00
4th Fiscal Quarter, 2000 3.50:1.00
1st Fiscal Quarter, 2001
and each Fiscal
Quarter thereafter 3.20:1.00"
THIRD AMENDMENT
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G. MINIMUM CONSOLIDATED ADJUSTED EBITDA. Subsection
7.6C of the Credit Agreement is hereby amended (1) by deleting the reference to
"$168,000,000" in clause (b) contained therein and substituting "$158,000,000"
therefor, (2) by deleting the reference to "$254,000,000" in clause (c)
contained therein and substituting "$205,000,000" therefor, and (3) by deleting
the table contained therein in its entirety and substituting the following
therefor:
MINIMUM CONSOLIDATED
"PERIOD ADJUSTED EBITDA
--------------- -------------------
2nd Fiscal Quarter, 1996 $275,000,000
3rd Fiscal Quarter, 1996 $295,000,000
4th Fiscal Quarter, 1996 $330,000,000
1st Fiscal Quarter, 1997 $335,000,000
2nd Fiscal Quarter, 1997 $340,000,000
3rd Fiscal Quarter, 1997 $350,000,000
4th Fiscal Quarter, 1997 $360,000,000
1st Fiscal Quarter, 1998 $373,000,000
2nd Fiscal Quarter, 1998 $385,000,000
3rd Fiscal Quarter, 1998 $398,000,000
4th Fiscal Quarter, 1998 $410,000,000
1st Fiscal Quarter, 1999 $423,000,000
2nd Fiscal Quarter, 1999 $435,000,000
3rd Fiscal Quarter, 1999 $448,000,000
4th Fiscal Quarter, 1999 $465,000,000
1st Fiscal Quarter, 2000 $470,000,000
2nd Fiscal Quarter, 2000 $479,000,000
3rd Fiscal Quarter, 2000 $488,000,000
4th Fiscal Quarter, 2000 $500,000,000
1st Fiscal Quarter, 2001 $505,000,000
2nd Fiscal Quarter, 2001 $510,000,000
3rd Fiscal Quarter, 2001 $515,000,000
4th Fiscal Quarter, 2001 $520,000,000
1st Fiscal Quarter, 2002 $525,000,000
2nd Fiscal Quarter, 2002 $530,000,000
3rd Fiscal Quarter, 2002 $535,000,000
4th Fiscal Quarter, 2002 $540,000,000
1st Fiscal Quarter, 2003 $545,000,000
2nd Fiscal Quarter, 2003 $550,000,000
3rd Fiscal Quarter, 2003 $555,000,000
4th Fiscal Quarter, 2003 $560,000,000
1st Fiscal Quarter, 2004 $565,000,000
2nd Fiscal Quarter, 2004 $570,000,000
3rd Fiscal Quarter, 2004 $575,000,000
4th Fiscal Quarter, 2004 $580,000,000
1st Fiscal Quarter, 2005
and each Fiscal Quarter
thereafter $580,000,000"
THIRD AMENDMENT
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H. MINIMUM CONSOLIDATED NET WORTH. Subsection 7.6D of
the Credit Agreement is hereby amended by deleting the table set forth therein
in its entirety and substituting the following therefor:
MINIMUM
CONSOLIDATED
"PERIOD NET WORTH
--------------- ---------------
One day after the Closing Date through
the end of 4th Fiscal Quarter, 1995 $170,000,000
1st Fiscal Quarter, 1996 $125,000,000
2nd Fiscal Quarter, 1996 $ 88,000,000
3rd Fiscal Quarter, 1996 $ 60,000,000
4th Fiscal Quarter, 1996 $ 25,000,000
1st Fiscal Quarter, 1997 $ 5,000,000
2nd Fiscal Quarter, 1997 ($ 25,000,000)
3rd Fiscal Quarter, 1997 ($ 60,000,000)
4th Fiscal Quarter, 1997 ($ 95,000,000)
1st Fiscal Quarter, 1998 ($104,300,000)
2nd Fiscal Quarter, 1998 ($120,300,000)
3rd Fiscal Quarter, 1998 ($133,600,000)
4th Fiscal Quarter, 1998 ($145,000,000)
1st Fiscal Quarter, 1999 ($134,000,000)
2nd Fiscal Quarter, 1999 ($141,000,000)
3rd Fiscal Quarter, 1999 ($146,000,000)
4th Fiscal Quarter, 1999 ($146,000,000)
1st Fiscal Quarter, 2000 ($146,000,000)
2nd Fiscal Quarter, 2000 ($146,000,000)
3rd Fiscal Quarter, 2000 ($146,000,000)
4th Fiscal Quarter, 2000 ($136,000,000)
1st Fiscal Quarter, 2001 ($125,000,000)
2nd Fiscal Quarter, 2001 ($120,000,000)
3rd Fiscal Quarter, 2001 ($115,000,000)
4th Fiscal Quarter, 2001 ($110,000,000)
1st Fiscal Quarter, 2002 ($105,000,000)
2nd Fiscal Quarter, 2002 ($100,000,000)
3rd Fiscal Quarter, 2002 ($ 95,000,000)
4th Fiscal Quarter, 2002 ($ 90,000,000)
1st Fiscal Quarter, 2003 ($ 85,000,000)
2nd Fiscal Quarter, 2003 ($ 80,000,000)
3rd Fiscal Quarter, 2003 ($ 75,000,000)
4th Fiscal Quarter, 2003 ($ 70,000,000)
1st Fiscal Quarter, 2004 ($ 65,000,000)
2nd Fiscal Quarter, 2004 ($ 60,000,000)
3rd Fiscal Quarter, 2004 ($ 55,000,000)
4th Fiscal Quarter, 2004 ($ 50,000,000)
First day of 1st Fiscal Quarter, 2005
and thereafter ($ 50,000,000)"
I. RESTRICTIONS ON FUNDAMENTAL CHANGES; ASSET SALES AND
ACQUISITIONS. Subsection 7.7 of the Credit Agreement is hereby amended by
deleting the
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reference to "and" at the end of subsection 7.7(x), renumbering subsection
7.7(xi) as subsection 7.7(xii), and by adding a new subsection 7.7(xi) thereto
as follows:
"(xi) Company and its Subsidiaries may make Asset
Sales of the Selected Assets during Fiscal Year 1996 and the first two
Fiscal Quarters of Fiscal Year 1997; provided that the consideration
received for such assets shall be in an amount at least equal to the
fair market value thereof, provided that for any individual transaction
or series of related transactions for which the aggregate consideration
equals or exceeds $25,000,000, Company shall provide to Agent a
fairness opinion from an investment bank acceptable to Agent that the
amount of the consideration is not less than the fair market value of
such assets; and"
J. CAPITAL EXPENDITURES. Subsection 7.8 of the Credit
Agreement is hereby amended by deleting it in its entirety and substituting the
following therefor:
"7.8 CONSOLIDATED CAPITAL EXPENDITURES.
Holdings shall not make or incur any Consolidated
Capital Expenditures and Company shall not, and shall not permit its
Subsidiaries to, make or incur Consolidated Capital Expenditures, in
any Fiscal Year indicated below, in an aggregate amount in excess of
the corresponding amount (the "MAXIMUM CONSOLIDATED CAPITAL
EXPENDITURES AMOUNT") set forth below opposite such Fiscal Year;
provided that the Maximum Consolidated Capital Expenditures Amount
shall be increased (i) for Fiscal Years 1997, 1998 and 1999, by an
amount equal to the Earned Additional Capital Expenditures Amount, if
any; (ii) commencing with Fiscal Year 1997 and for any Fiscal Year
thereafter, by an amount equal to the excess, if any (but in no event,
more than 15% of the Maximum Consolidated Capital Expenditures Amount
for the immediately preceding Fiscal Year, as set forth in the table
below, as adjusted by the Earned Additional Capital Expenditures
Amount, if any, for such Fiscal Year), of the Maximum Consolidated
Capital Expenditures Amount for the previous Fiscal Year (as adjusted
in accordance with this proviso) over the actual amount of Consolidated
Capital Expenditures for such previous Fiscal Year; (iii) commencing
with Fiscal Year 1997 and for any Fiscal Year thereafter, by an amount
up to, but in no event greater than, 5% of the Maximum Consolidated
Capital Expenditures Amount for the immediately following Fiscal Year,
as set forth in the table below, which amount described in this clause
(iii) shall reduce the Maximum Consolidated Capital Expenditures Amount
for the immediately following Fiscal Year; (iv) commencing with Fiscal
Year 1997 and for any Fiscal Year thereafter, by an amount equal to
(but in no event greater than $15,000,000 for any Fiscal Year) the
aggregate amount of proceeds (other than insurance proceeds,
condemnation awards and indemnity payments) received by Company and its
Subsidiaries from Asset Sales during such Fiscal Year (other than Asset
Sales of Selected Assets made in Fiscal Year 1996 and the first two
Fiscal Quarters of Fiscal Year 1997) to the extent such proceeds have
been reinvested in new stores or the construction or remodeling of
stores of Company and its Subsidiaries within 270
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days of receipt; and (v) for Fiscal Year 1997 only, (1) by an amount
equal to 50% of the first $50,000,000 of Selected Asset Proceeds (as
defined in subsection 2.4B(iii)(a)), and (2) by an amount equal to 25%
of the first $100,000,000 of Initial Debt Proceeds (as defined in
subsection 2.4B(iii)(b)), up to a maximum aggregate increase pursuant
to the preceding clauses (1) and (2) of $25,000,000; provided, however,
that the amount which may be added to the Maximum Consolidated Capital
Expenditures Amount pursuant to clauses (ii) and (iii) of the
immediately preceding proviso shall not exceed for any Fiscal Year 15%
of the Maximum Consolidated Capital Expenditures Amount for such Fiscal
Year as set forth in the table below, as adjusted by the Earned
Additional Capital Expenditures Amount, if any, for such Fiscal Year:
MAXIMUM CONSOLIDATED
FISCAL YEAR CAPITAL EXPENDITURES AMOUNT
----------- ---------------------------
Closing Date through
and including January 28, 1996 $116,000,000
Fiscal Year 1996 $ 95,000,000
Fiscal Year 1997 $ 50,000,000
Fiscal Year 1998 $ 50,000,000
Fiscal Year 1999 $ 70,000,000
Fiscal Year 2000
and each Fiscal Year thereafter $100,000,000"
K. RESTRICTION ON LEASES. Subsection 7.9 of the Credit
Agreement is hereby amended by deleting the table set forth therein in its
entirety and substituting the following therefor:
MAXIMUM LEASE
"PERIOD PAYMENTS
--------------- -----------------
Third Fiscal Quarter 1995 through
and including January 28, 1996 $ 93,300,000
Fiscal Year 1996 $214,500,000
Fiscal Year 1997 $233,300,000
Fiscal Year 1998 $244,900,000
Fiscal Year 1999 $259,800,000
Fiscal Year 2000 $276,100,000
Fiscal Year 2001 $290,000,000
Fiscal Year 2002 $310,000,000
Fiscal Year 2003 $330,000,000
Fiscal Year 2004
and each Fiscal Year thereafter $350,000,000"
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1.4 AGREEMENT CONCERNING CERTAIN SELECTED ASSET SALES
Immediately upon the sale by Company or any of its
Subsidiaries of all or a majority of its existing Northern California
operations (the "NORTHERN CALIFORNIA SALE") or all or a majority of its
existing Midwestern operations (the "MIDWESTERN SALE"), Company and Agent, on
behalf of Lenders, shall enter into negotiations on adjustments to be made to
Consolidated Adjusted EBITDA to take into account the effect of such
disposition. Agent shall provide Lenders notice of the adjustments agreed upon
between Company and Agent with respect to the Northern California Sale or the
Midwestern Sale, as the case may be, such notice to be given immediately upon
such agreement. From and after the date of such notice, such adjustments will
be binding on all parties to this Amendment.
1.5 ADDITION TO AND MODIFICATION OF SCHEDULES TO THE
CREDIT AGREEMENT
A. SCHEDULE 1.1D: SELECTED ASSETS. The Credit Agreement
is hereby amended by adding thereto a new Schedule 1.1D in the form of Annex A
to this Amendment.
B. SCHEDULE 5.1: HOLDINGS AND SUBSIDIARIES OF HOLDINGS.
1. Schedule 5.1 to the Credit Agreement is hereby
amended by deleting row 7 "Bell Markets, Inc." in each of the
pre-merger and post-merger tables contained therein and substituting
the following therefor:
Bell Markets, Inc. Common: 100,000/14,720
California Par: $10.00 100% by Cala Co.
Stock Certificate Nos. I & J
2. Schedule 5.1 to the Credit Agreement is hereby
further amended by deleting the reference to "Stock Certificate No. 3"
in row 9 "Alpha Beta Company" in the first table "Pre-Mergers Holdings
and Subsidiaries" contained therein and substituting "Stock Certificate
No. 2" therefor.
3. Schedule 5.1 to the Credit Agreement is hereby
further amended by (1) adding a footnote "*" immediately after the
reference to "Stock Certificate No. 3" in row 9 "Alpha Beta Company" in
the second table "Post-Mergers Subsidiaries of Holdings" contained
therein, and (2) adding the text of new footnote "*" to the second
table contained therein as follows:
"* The stock of the pre-Mergers Alpha Beta was represented by stock
certificate no. 2 of The Boys Market (successor by merger to Alpha
Beta and subsequently renamed Alpha Beta). Following the Closing,
certificate number 2 was cancelled
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and replaced by a new certificate number 3 with the Alpha Beta name to
avoid future confusion."
4. Schedule 5.1 to the Credit Agreement is hereby
further amended by adding as a new row 13 at the end of the pre-merger
table contained therein and as a new row 14 at the end of the
post-merger table contained therein the following:
Adams/Vermont Renaissance Common: n/a
Plaza, Ltd. (a California Par: n/a 75% by Alpha Beta
partnership) Stock Certificate No.: n/a
C. SCHEDULE 7.2: EXISTING LIENS. Schedule 7.2 to the
Credit Agreement is hereby amended (1) by renumbering Item 48 contained therein
as Item 49, and (2) by adding a new Item 48 thereto as follows:
"48. Those Liens on certain patronage refund certificates issued by
Associated Wholesale Grocers, Inc. to Falley's as further
described on Part B to Schedule I to the Pledge Agreement."
D. SCHEDULE 7.3: EXISTING INVESTMENTS. Schedule 7.3 to
the Credit Agreement is hereby amended (1) by deleting Item 7 contained therein
in its entirety, and (2) renumbering Item 8 contained therein as Item 7.
1.6 MODIFICATION OF EXHIBITS
EXHIBIT X: FORM OF COMPLIANCE CERTIFICATE. Exhibit X to the
Credit Agreement is hereby amended by deleting said Exhibit X in its entirety
and substituting in place thereof a new Exhibit X in the form of Annex B to
this Amendment.
SECTION 2. AMENDMENTS TO THE PLEDGE AGREEMENT
2.1 AMENDMENTS TO SECTION 4: REPRESENTATIONS AND WARRANTIES
A. DESCRIPTION OF PLEDGED COLLATERAL. Subsection 4(b) of
the Pledge Agreement is hereby amended by deleting the last sentence contained
therein in its entirety and substituting the following therefor:
"The Pledged Debt constitutes all of the issued and
outstanding indebtedness evidenced by a promissory note of the
respective issuers thereof owing to the applicable Pledgor, except as
otherwise set forth in Schedule I annexed hereto."
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B. OWNERSHIP OF PLEDGED COLLATERAL. Subsection 4(c) of
the Pledge Agreement is hereby amended by adding "and except as otherwise set
forth in Schedule I annexed hereto" immediately after the reference to
"Agreement" contained therein.
2.2 MODIFICATION OF SCHEDULE I TO THE PLEDGE AGREEMENT
SCHEDULE I: PLEDGED SHARES AND PLEDGED DEBT. Schedule I to the
Pledge Agreement, as amended, is hereby amended by deleting said Schedule I in
its entirety and substituting in place thereof a new Schedule I in the form of
Annex C to this Amendment.
SECTION 3. AMENDMENTS TO THE DEPOSIT ACCOUNT
AGREEMENT
3.1 MODIFICATION OF SCHEDULE A TO THE DEPOSIT ACCOUNT
AGREEMENT
SCHEDULE A: DEPOSIT ACCOUNTS. Schedule A to the Deposit
Account Agreement is hereby amended (1) by deleting row 28 "Falley's, Inc.
Mercantile Bank (KS) Collecting 023-183 " in its entirety, and (2) deleting
the reference to "First National Bank" in row 35 and substituting "First United
National Bank" therefor.
SECTION 4. CONSENT AND WAIVER
4.1 CONSENT TO RELEASE OF LIEN AND WAIVER OF CERTAIN
COVENANTS
Subject to the terms and conditions set forth herein and in
reliance on the representations and warranties of Company contained herein,
Lenders hereby:
1. consent to the release by Agent of the Lien on
Company's property at Adams and Vermont Streets in Los Angeles,
California, to the transfer of such property to a non-wholly owned
Subsidiary partnership, and to such Subsidiary partnership's
encumbering such property in favor of a third party construction
lender; and
2. waive compliance with the provisions of
subsections 6.11(ii) and 7.7(x) of the Credit Agreement to the extent,
and only to the extent that subsection 6.11(ii) would require such
Subsidiary partnership to encumber such parcel with a Lien in favor of
Agent and subsection 7.7(x) would require such Subsidiary partnership
to be wholly-owned; provided, however, that Company shall encumber its
leasehold interest in such parcel with a leasehold mortgage in favor of
Agent for the benefit of Lenders and such Subsidiary partnership shall
consent to such encumbrance.
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4.2 LIMITATION OF CONSENT AND WAIVER
Without limiting the generality of the provisions of subsection
11.6 of the Credit Agreement, both the consent and waiver set forth above shall
be limited precisely as written and relate solely to the release of Agent's
Lien on Company's property at Adams and Vermont Streets and the noncompliance
of Company and such Subsidiary partnership with the provisions of subsections
6.11(ii) and 7.7(x) of the Credit Agreement in the manner and to the extent
described above, and nothing in this Section 4 shall be deemed to:
1. constitute a waiver of compliance by Company
and such Subsidiary partnership with respect to (i) subsections
6.11(ii) and 7.7(x) of the Credit Agreement in any other instance or
(ii) any other term, provision or condition of the Credit Agreement or
any other instrument or agreement referred to therein (whether in
connection with the release of such Lien or waiver of the of
subsections 6.11(ii) and 7.7(x) of the Credit Agreement or otherwise);
or
2. prejudice any right or remedy that Agent or
any Lender may now have (except to the extent such right or remedy was
based upon existing defaults that will not exist after giving effect to
this Section 4) or may have in the future under or in connection with
the Credit Agreement or any other instrument or agreement referred to
therein.
Except as expressly set forth herein, the terms, provisions and
conditions of the Credit Agreement and the other Loan Documents shall remain in
full force and effect and in all other respects are hereby ratified and
confirmed.
SECTION 5. CONDITIONS TO EFFECTIVENESS
Sections 1, 2, 3 and 4 of this Amendment shall become effective
only upon the satisfaction of all of the following conditions precedent (the
date of satisfaction of such conditions being referred to herein as the "THIRD
AMENDMENT EFFECTIVE DATE"):
A. On or before the Third Amendment Effective Date, each
of New Holdings and Company shall deliver to Agent for Lenders five originally
executed copies of the following, each, unless otherwise noted, dated the Third
Amendment Effective Date:
1. Signature and incumbency certificates of their
respective officers executing this Amendment;
and
2. Executed copies of this Amendment executed by
each of New Holdings, Company and each of the other Credit Support
Parties.
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B. Each Lender party to this Amendment shall have
received an amendment fee in an amount equal to 0.25% of such Lender's Term
Loan Exposure and/or Revolving Loan Exposure, as the case may be.
C. Requisite Lenders and Requisite Class Lenders for
Class Lenders having Tranche A Term Loan Exposure and/or Revolving Term Loan
Exposure shall have executed and delivered copies of this Amendment to Agent.
D. On or before the Third Amendment Effective Date, all
corporate and other proceedings taken or to be taken in connection with the
transactions contemplated hereby and all documents incidental thereto not
previously found acceptable by Agent, acting on behalf of Lenders, and its
counsel shall be satisfactory in form and substance to Agent and such counsel,
and Agent and such counsel shall have received all such counterpart originals
or certified copies of such documents as Agent may reasonably request.
SECTION 6. COMPANY'S REPRESENTATIONS AND WARRANTIES
In order to induce Lenders to enter into this Amendment and to
amend the Credit Agreement and the other Loan Documents in the manner provided
herein, each of New Holdings and Company represents and warrants to each Lender
that the following statements are true, correct and complete:
A. CORPORATE POWER AND AUTHORITY. Each Loan Party party
hereto has all requisite corporate power and authority to enter into this
Amendment and each such Loan Party has all requisite power and authority to
carry out the transactions contemplated by, and perform its obligations under,
the Credit Agreement and the other Loan Documents as amended by this Amendment
(the "AMENDED AGREEMENTS").
B. AUTHORIZATION OF AGREEMENTS. The execution and
delivery of this Amendment have been duly authorized by all necessary corporate
action on the part of each Loan Party hereto and the performance of the Amended
Agreements have been duly authorized by all necessary corporate action on the
part of each of such Loan Party.
C. GOVERNMENTAL CONSENTS. The execution and delivery by
each Loan Party party hereto of this Amendment and the performance by each of
such Loan Party of the Amended Agreements do not and will not require any
registration with, consent or approval of, or notice to, or other action to,
with or by, any federal, state or other governmental authority or regulatory
body.
D. BINDING OBLIGATION. This Amendment has been duly
executed and delivered by each Loan Party party hereto and is the legally valid
and binding obligations of each Loan Party party hereto and the Amended
Agreements are the legally valid and binding obligations of each of such Loan
Party, in each case enforceable against New
THIRD AMENDMENT
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Holdings, Company and the other Loan Parties party hereto in accordance with
the respective terms of this Amendment and the Amended Agreements, except as
may be limited by bankruptcy, insolvency, reorganization, moratorium or similar
laws relating to or limiting creditors' rights generally or by equitable
principles relating to enforceability.
E. INCORPORATION OF REPRESENTATIONS AND WARRANTIES FROM
CREDIT AGREEMENT. The representations and warranties contained in Section 5 of
the Credit Agreement are and will be true, correct and complete in all material
respects on and as of the Third Amendment Effective Date to the same extent as
though made on and as of that date, except to the extent such representations
and warranties specifically relate to an earlier date, in which case they were
true, correct and complete in all material respects on and as of such earlier
date.
F. ABSENCE OF DEFAULT. No event has occurred and is
continuing or will result from the consummation of the transactions
contemplated by this Amendment that would constitute an Event of Default or a
Potential Event of Default.
SECTION 7. ACKNOWLEDGEMENT AND CONSENT
Company has entered into Deeds of Trust and is a party to the
Collateral Account Agreement, Pledge Agreements, the Security Agreement, the
Trademark Security Agreement, and the Deposit Accounts Security Agreement, in
each case as amended through the Third Amendment Effective Date, pursuant to
which Company has (i) created Liens in favor of Agent on certain Collateral to
secure its respective Secured Obligations and (ii) pledged certain Collateral
to secure its respective Secured Obligations (as defined in the Pledge
Agreements) as the case may be. New Holdings has entered into the Holdings
Guaranty and is a party to the Holdings Pledge Agreement, the Security
Agreement, and the Deposit Accounts Security Agreement, in each case as amended
through the Third Amendment Effective Date, pursuant to which New Holdings has
(i) guarantied the Obligations, (ii) created Liens in favor of Agent on certain
Collateral to secure its respective Secured Obligations (as defined in each of
the Security Agreement and the Deposit Accounts Security Agreement) and (iii)
pledged certain Collateral to Agent to secure its obligations under the
Holdings Guaranty, as the case may be. Each of Falley's, Cala Co, F4LSC, Bay
Area, Cala, Bell Markets, Alpha Beta, F4LGM, F4L Merchandising, F4L California
and Crawford (each as defined in the Collateral Documents) is a party to each
of the Guaranty, the Security Agreement, the Trademark Security Agreement, the
Deposit Accounts Security Agreement, its respective Pledge Agreement, its
respective Deed of Trust, if applicable, in each case as amended through the
Third Amendment Effective Date, pursuant to which each of such Subsidiaries of
Company has (i) guarantied the Obligations, (ii) created Liens in favor of
Agent on certain Collateral to secure their respective Secured Obligations (as
defined in each of the Security Agreement, the Trademark Security Agreement and
the Deposit Accounts Security Agreement) and (iii) pledged certain Collateral
to Agent to secure its respective Secured Obligations (as defined in the Pledge
Agreements) as the case may be. F4LGM is a party to the F4LGM Security
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Agreement, as amended through the Third Amendment Effective Date, pursuant to
which F4LGM has pledged certain Collateral to Agent to secure its obligations
under the Guaranty. New Holdings, Company and each of such Subsidiaries of
Company are collectively referred to herein as the "CREDIT SUPPORT PARTIES",
and the Holdings Guaranty, the Holdings Pledge Agreement, the Security
Agreement, the Deposit Accounts Security Agreement, the Guaranty, the Trademark
Security Agreement, the Pledge Agreements, the Deeds of Trust, the Collateral
Account Agreement, and the F4LGM Security Agreement are collectively referred
to herein as the "CREDIT SUPPORT DOCUMENTS".
Each Credit Support Party hereby acknowledges that it has
reviewed the terms and provisions of the Credit Agreement and this Amendment
and consents to the amendment of the Credit Agreement and the other Loan
Documents effected pursuant to this Amendment. Each Credit Support Party
hereby confirms that each Credit Support Document to which it is a party or
otherwise bound and all Collateral encumbered thereby will continue to guaranty
or secure, as the case may be, to the fullest extent possible the payment and
performance of all "Obligations," "Guarantied Obligations" and "Secured
Obligations," as the case may be (in each case as such terms are defined in the
applicable Credit Support Document), including without limitation the payment
and performance of all such "Obligations," "Guarantied Obligations" or "Secured
Obligations," as the case may be, in respect of the Obligations of Company now
or hereafter existing under or in respect of the Amended Agreements and the
Notes defined therein.
Each Credit Support Party acknowledges and agrees that any of
the Credit Support Documents to which it is a party or otherwise bound shall
continue in full force and effect and that all of its obligations thereunder
shall be valid and enforceable and shall not be impaired or limited by the
execution or effectiveness of this Amendment except as otherwise expressly
provided by this Amendment. Each Credit Support Party represents and warrants
that all representations and warranties contained in the Amended Agreements and
the Credit Support Documents to which it is a party or otherwise bound are
true, correct and complete in all material respects on and as of the Third
Amendment Effective Date to the same extent as though made on and as of that
date, except to the extent such representations and warranties specifically
relate to an earlier date, in which case they were true, correct and complete
in all material respects on and as of such earlier date.
Each Credit Support Party acknowledges and agrees that (i)
notwithstanding the conditions to effectiveness set forth in this Amendment,
such Credit Support Party is not required by the terms of the Credit Agreement
to consent to the amendments to the Credit Agreement effected pursuant to this
Amendment and (ii) nothing in the Credit Agreement, this Amendment or any other
Loan Document shall be deemed to require the consent of such Credit Support
Party to any future amendments to the Credit Agreement.
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SECTION 8. MISCELLANEOUS
A. REFERENCE TO AND EFFECT ON THE CREDIT AGREEMENT AND
THE OTHER LOAN DOCUMENTS.
(i) On and after the Third Amendment Effective Date, each
reference in the Credit Agreement, Pledge Agreement or Deposit Account
Agreement, as the case may be, to "this Agreement", "hereunder",
"hereof", "herein" or words of like import referring to the Credit
Agreement, Pledge Agreement or Deposit Account Agreement, as the case
may be, and each reference in the other Loan Documents to any such
agreement shall mean and be a reference to the Amended Agreements.
(ii) Except as specifically amended by this Amendment, the
Credit Agreement and the other Loan Documents shall remain in full
force and effect and are hereby ratified and confirmed.
(iii) The execution, delivery and performance of this
Amendment shall not, except as expressly provided herein, constitute a
waiver of any provision of, or operate as a waiver of any right, power
or remedy of Agent or any Lender under, the Credit Agreement or any of
the other Loan Documents.
B. FEES AND EXPENSES. Company acknowledges that all
costs, fees and expenses as described in subsection 11.2 of the Credit
Agreement incurred by Agent and its counsel with respect to this Amendment and
the documents and transactions contemplated hereby shall be for the account of
Company.
C. HEADINGS. Section and subsection headings in this
Amendment are included herein for convenience of reference only and shall not
constitute a part of this Amendment for any other purpose or be given any
substantive effect.
D. APPLICABLE LAW. THIS AMENDMENT AND THE RIGHTS AND
OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE
CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF
NEW YORK (INCLUDING WITHOUT LIMITATION SECTION 5-1401 OF THE GENERAL
OBLIGATIONS LAW OF THE STATE OF NEW YORK), WITHOUT REGARD TO CONFLICTS OF LAWS
PRINCIPLES.
E. COUNTERPARTS; EFFECTIVENESS. This Amendment may be
executed in any number of counterparts and by different parties hereto in
separate counterparts, each of which when so executed and delivered shall be
deemed an original, but all such counterparts together shall constitute but one
and the same instrument; signature pages may be detached from multiple separate
counterparts and attached to a single counterpart so that all signature pages
are physically attached to the same document. This Amendment shall become
effective upon the execution of a counterpart hereof by Requisite Lenders,
Requisite
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Class Lenders for Class Lenders having Tranche A Term Loan Exposure and/or
Revolving Term Loan Exposure, and each of the other parties hereto and receipt
by Company and Agent of written or telephonic notification of such execution
and authorization of delivery thereof.
[Remainder of page intentionally left blank]
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IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed and delivered by their respective officers
thereunto duly authorized as of the date first written above.
RALPHS GROCERY COMPANY
By:
-------------------------------
Title:
----------------------------
FOOD 4 LESS HOLDINGS, INC.
By:
-------------------------------
Title:
----------------------------
FALLEY'S, INC.,
as a Credit Support Party
By:
-------------------------------
Title:
----------------------------
CALA CO.,
as a Credit Support Party
By:
-------------------------------
Title:
----------------------------
FOOD 4 LESS OF SOUTHERN CALIFORNIA,
as a Credit Support Party
By:
-------------------------------
Title:
----------------------------
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BAY AREA WAREHOUSE STORES, INC.,
as a Credit Support Party
By:
-------------------------------
Title:
----------------------------
CALA FOODS, INC.,
as a Credit Support Party
By:
-------------------------------
Title:
----------------------------
BELL MARKETS, INC.,
as a Credit Support Party
By:
-------------------------------
Title:
----------------------------
ALPHA BETA COMPANY,
as a Credit Support Party
By:
-------------------------------
Title:
----------------------------
FOOD 4 LESS GM, INC.,
as a Credit Support Party
By:
-------------------------------
Title:
----------------------------
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FOOD 4 LESS MERCHANDISING, INC.,
as a Credit Support Party
By:
-------------------------------
Title:
----------------------------
FOOD 4 LESS OF CALIFORNIA, INC.,
as a Credit Support Party
By:
-------------------------------
Title:
----------------------------
CRAWFORD STORES, INC.,
as a Credit Support Party
By:
-------------------------------
Title:
----------------------------
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BANKERS TRUST COMPANY, INDIVIDUALLY
AND AS AGENT
By:
--------------------------------
Title:
-----------------------------
THIRD AMENDMENT
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BANK OF AMERICA NATIONAL TRUST &
SAVINGS ASSOCIATION, individually and
as Co-Arranger
By:
-------------------------------
Title:
----------------------------
THIRD AMENDMENT
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THE CHASE MANHATTAN BANK, N.A.,
individually and as Co-Arranger
By:
-------------------------------
Title:
----------------------------
THIRD AMENDMENT
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COMPAGNIE FINANCIERE DE CIC ET DE
L'UNION EUROPEENNE, individually and
as Co-Arranger
By:
-------------------------------
Title:
----------------------------
By:
-------------------------------
Title:
----------------------------
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CREDIT SUISSE, individually and as
Co-Arranger
By:
-------------------------------
Title:
----------------------------
By:
-------------------------------
Title:
----------------------------
THIRD AMENDMENT
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THE MITSUBISHI TRUST AND BANKING
CORPORATION, individually and as Co-
Arranger
By:
-------------------------------
Title:
----------------------------
THIRD AMENDMENT
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33
NATWEST BANK, N.A., individually and
as Co-Arranger
By:
-------------------------------
Title:
----------------------------
THIRD AMENDMENT
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34
UNION BANK, individually and as
Co-Arranger
By:
-------------------------------
Title:
----------------------------
THIRD AMENDMENT
S-11 EXECUTION COPY
35
UNITED STATES NATIONAL BANK OF
OREGON, individually and as
Co-Arranger
By:
-------------------------------
Title:
----------------------------
THIRD AMENDMENT
S-12 EXECUTION COPY
36
WELLS FARGO BANK, N.A., individually
and as Co-Arranger
By:
-------------------------------
Title:
----------------------------
THIRD AMENDMENT
S-13 EXECUTION COPY
37
BANQUE INDOSUEZ, individually and as
Co-Agent
By:
-------------------------------
Title:
----------------------------
By:
-------------------------------
Title:
----------------------------
THIRD AMENDMENT
S-14 EXECUTION COPY
38
BANQUE PARIBAS, individually and as
Co-Agent
By:
-------------------------------
Title:
----------------------------
By:
-------------------------------
Title:
----------------------------
THIRD AMENDMENT
S-15 EXECUTION COPY
39
CREDIT LYONNAIS, CAYMAN ISLAND
BRANCH, individually and as Co-Agent
By:
-------------------------------
Title:
----------------------------
THIRD AMENDMENT
S-16 EXECUTION COPY
40
ACADIA PARTNERS, L.P.
By:
-------------------------------
Title:
----------------------------
THIRD AMENDMENT
S-17 EXECUTION COPY
41
THE BANK OF CALIFORNIA, N.A.
By:
-------------------------------
Title:
----------------------------
THIRD AMENDMENT
S-18 EXECUTION COPY
42
THE BANK OF NOVA SCOTIA
By:
-------------------------------
Title:
----------------------------
THIRD AMENDMENT
S-19 EXECUTION COPY
43
CERES FINANCE LTD.
By: Chancellor Senior Secured
Management, Inc., as Financial
Manager
By:
-------------------------------
Title:
----------------------------
STRATA FUNDING LTD.
By: Chancellor Senior Secured
Management, Inc., as Financial
Manager
By:
-------------------------------
Title:
----------------------------
RESTRUCTURED OBLIGATIONS BACKED
BY SENIOR ASSETS B.V.
By: Chancellor Senior Secured
Management, Inc., as Portfolio
Advisor
By:
-------------------------------
Title:
----------------------------
STICHTING RESTRUCTURED
OBLIGATIONS BACKED BY SENIOR
ASSETS 2 (ROSA2)
By: Chancellor Senior Secured
Management, Inc., as
Portfolio Advisor
By:
-------------------------------
Title:
----------------------------
THIRD AMENDMENT
S-20 EXECUTION COPY
44
KEYPORT LIFE INSURANCE COMPANY
By: Chancellor Senior Secured
Management, Inc., as Portfolio
Advisor
By:
-------------------------------
Title:
----------------------------
THIRD AMENDMENT
S-21 EXECUTION COPY
45
CITIBANK, N.A.
By:
-------------------------------
Title:
----------------------------
THIRD AMENDMENT
S-22 EXECUTION COPY
46
CITY NATIONAL BANK
By:
-------------------------------
Title:
----------------------------
THIRD AMENDMENT
S-23 EXECUTION COPY
47
CONTINENTAL CASUALTY COMPANY
By:
-------------------------------
Title:
----------------------------
THIRD AMENDMENT
S-24 EXECUTION COPY
48
DAI-ICHI KANGYO BANK, LIMITED,
LOS ANGELES AGENCY
By:
-------------------------------
Title:
----------------------------
THIRD AMENDMENT
S-25 EXECUTION COPY
49
PRIME INCOME TRUST
By:
-------------------------------
Title:
----------------------------
THIRD AMENDMENT
S-26 EXECUTION COPY
50
SENIOR DEBT PORTFOLIO
By: Boston Management and
Research, as Investment
Advisor
By:
-------------------------------
Title:
----------------------------
THIRD AMENDMENT
S-27 EXECUTION COPY
51
EQUITABLE LIFE ASSURANCE SOCIETY
OF THE UNITED STATES, FOR THE
NUTMEG ACCOUNT
By:
-------------------------------
Title:
----------------------------
THIRD AMENDMENT
S-28 EXECUTION COPY
52
THE EQUITABLE LIFE ASSURANCE
SOCIETY OF THE UNITED STATES, FOR
THE ANNUITY HIGH INCOME ACCOUNT
By:
-------------------------------
Title:
----------------------------
THIRD AMENDMENT
S-29 EXECUTION COPY
53
FIRST NATIONAL BANK OF BOSTON
By:
-------------------------------
Title:
----------------------------
THIRD AMENDMENT
S-30 EXECUTION COPY
54
FIRSTRUST BANK
By:
-------------------------------
Title:
----------------------------
THIRD AMENDMENT
S-31 EXECUTION COPY
55
THE INDUSTRIAL BANK OF JAPAN,
LIMITED, LOS ANGELES AGENCY
By:
-------------------------------
Title:
----------------------------
THIRD AMENDMENT
S-32 EXECUTION COPY
56
INTERNATIONALE NEDERLANDEN (U.S.)
CAPITAL CORPORATION
By:
-------------------------------
Title:
----------------------------
THIRD AMENDMENT
S-33 EXECUTION COPY
57
JACKSON NATIONAL LIFE INSURANCE
COMPANY
By: PPM America, Inc., as Attorney
in Fact, on behalf of Jackson
National Life Insurance
Company
By:
-------------------------------
Title:
----------------------------
THIRD AMENDMENT
S-34 EXECUTION COPY
58
JACKSON NATIONAL LIFE INSURANCE
COMPANY OF MICHIGAN
By: PPM America, Inc., as Attorney
in Fact, on behalf of Jackson
National Life Insurance
Company of Michigan
By:
-------------------------------
Title:
----------------------------
THIRD AMENDMENT
S-35 EXECUTION COPY
59
LEHMAN COMMERCIAL PAPER INC.
By:
-------------------------------
Title:
----------------------------
THIRD AMENDMENT
S-36 EXECUTION COPY
60
MASSACHUSETTS MUTUAL LIFE INSURANCE
COMPANY
By:
-------------------------------
Title:
----------------------------
THIRD AMENDMENT
S-37 EXECUTION COPY
61
MASS MUTUAL CORPORATE VALUE
PARTNERS, LTD.
By:
-------------------------------
Title:
----------------------------
THIRD AMENDMENT
S-38 EXECUTION COPY
62
MERRILL LYNCH SENIOR FLOATING
RATE FUND, INC.
By:
-------------------------------
Title:
----------------------------
THIRD AMENDMENT
S-39 EXECUTION COPY
63
MERRILL LYNCH PRIME RATE
PORTFOLIO
By: Merrill Lynch Asset
Management, L.P., as
Investment Advisor
By:
-------------------------------
Title:
----------------------------
THIRD AMENDMENT
S-40 EXECUTION COPY
64
NATIONSBANK, N.A.
By:
-------------------------------
Title:
----------------------------
THIRD AMENDMENT
S-41 EXECUTION COPY
65
NIPPON CREDIT BANK, LTD.,
LOS ANGELES AGENCY
By:
-------------------------------
Title:
----------------------------
THIRD AMENDMENT
S-42 EXECUTION COPY
66
THE NORTHWESTERN MUTUAL LIFE
INSURANCE COMPANY
By:
-------------------------------
Title:
----------------------------
THIRD AMENDMENT
S-43 EXECUTION COPY
67
PENNSYLVANIA LIFE INSURANCE
COMPANY
By:
-------------------------------
Title:
----------------------------
THIRD AMENDMENT
S-44 EXECUTION COPY
68
PROTECTIVE LIFE INSURANCE COMPANY
By:
-------------------------------
Title:
----------------------------
THIRD AMENDMENT
S-45 EXECUTION COPY
69
SENIOR HIGH INCOME PORTFOLIO, INC.
By:
-------------------------------
Title:
----------------------------
THIRD AMENDMENT
S-46 EXECUTION COPY
70
SIROCCA LIMITED PARTNERSHIP
By: Planden Corporation,
General Partner
By:
-------------------------------
Title:
----------------------------
THIRD AMENDMENT
S-47 EXECUTION COPY
71
THE SUMITOMO TRUST & BANKING CO.,
LTD., LOS ANGELES AGENCY
By:
-------------------------------
Title:
----------------------------
THIRD AMENDMENT
S-48 EXECUTION COPY
72
TRANSAMERICA BUSINESS CREDIT
CORPORATION
By:
-------------------------------
Title:
----------------------------
THIRD AMENDMENT
S-49 EXECUTION COPY
73
USL CAPITAL CORPORATION
By:
-------------------------------
Title:
----------------------------
THIRD AMENDMENT
S-50 EXECUTION COPY
74
VAN KAMPEN AMERICAN CAPITAL PRIME
RATE INCOME TRUST
By:
-------------------------------
Title:
----------------------------
THIRD AMENDMENT
S-51 EXECUTION COPY
75
BANK OF AMERICA ILLINOIS
By:
-------------------------------
Title:
----------------------------
THIRD AMENDMENT
S-52 EXECUTION COPY
76
INDOSUEZ CAPITAL FUNDING II, LIMITED
By: Indosuez Capital as Portfolio
Advisor
By:
-------------------------------
Title:
----------------------------
THIRD AMENDMENT
S-53 EXECUTION COPY
77
ANNEX A
SCHEDULE 1.1D
SELECTED ASSETS
1. Northern California Operations
All or a majority of the existing businesses operated by Cala Co. and
its Subsidiaries.
2. Midwestern Operations
All or a majority of the existing businesses operated by Falley's,
Inc. and its Subsidiaries.
3. Warehouse Facilities
Warehouse facilities in Glendale, California.
THIRD AMENDMENT
Annex A-1 EXECUTION COPY
78
ANNEX B
EXHIBIT X
[FORM OF COMPLIANCE CERTIFICATE]
COMPLIANCE CERTIFICATE
THE UNDERSIGNED HEREBY CERTIFY IN OUR CAPACITY AS OFFICERS OF COMPANY THAT:
(1) We are the duly elected [Title] and [Title] of Ralphs
Grocery Company, a Delaware corporation ("COMPANY");
(2) We have reviewed the terms of that certain Credit
Agreement dated as of June 14, 1995, as amended, supplemented or
otherwise modified to the date hereof (said Credit Agreement, as so
amended, supplemented or otherwise modified, being the "CREDIT
AGREEMENT", the terms defined therein and not otherwise defined in
this Certificate (including Attachment No. 1 annexed hereto and made a
part hereof) being used in this Certificate as therein defined), by
and among Food 4 Less Holdings, Inc. ("HOLDINGS"), Food 4 Less
Supermarkets, Inc., the financial institutions listed therein as
Lenders, Co-Agents and Co-Arrangers, and Bankers Trust Company, as
Administrative Agent, and the terms of the other Loan Documents, and
we have made, or have caused to be made under our supervision, a
review in reasonable detail of the transactions and condition of
Holdings and its Subsidiaries during the accounting period covered by
the attached financial statements; and
(3) The examination described in paragraph (2) above did
not disclose, and we have no knowledge of, the existence of any
condition or event which constitutes an Event of Default or Potential
Event of Default during or at the end of the accounting period covered
by the attached financial statements or as of the date of this
Certificate[, except as set forth below].
[Set forth [below] [in a separate attachment to this
Certificate] are all exceptions to paragraph (3) above listing, in detail, the
nature of the condition or event, the period during which it has existed and
the action which Company has taken, is taking, or proposes to take with respect
to each such condition or event:
________________________________________________________________________________
________________________________________________________________________________
_______________________________________________________________________________]
THIRD AMENDMENT
Annex B-1 EXECUTION COPY
79
The foregoing certifications, together with the computations
set forth in Attachment No. 1 annexed hereto and made a part hereof and the
financial statements delivered with this Certificate in support hereof, are
made and delivered this __________ day of _____________, _____ pursuant to
subsection 6.1(iv) of the Credit Agreement.
RALPHS GROCERY COMPANY
By: _________________________
Title: ______________________
By: __________________________
Title: _______________________
THIRD AMENDMENT
Annex B-2 EXECUTION COPY
80
ATTACHMENT NO. 1
TO COMPLIANCE CERTIFICATE
This Attachment No. 1 is attached to and made a part of a
Compliance Certificate dated as of ____________, ____ and pertains to the
period from ____________, ____ to ____________, ____. Subsection references
herein relate to subsections of the Credit Agreement.
A. INDEBTEDNESS
1. Aggregate principal amount of outstanding Old F4L Senior Notes and Old
F4L Senior Subordinated Notes:
$___________
2. Aggregate principal amount of outstanding Old F4L Senior Notes and Old
F4L Senior Subordinated Notes outstanding as of the Closing Date:
$___________
3. Maximum aggregate principal amount of outstanding Old F4L Senior Notes
and Old F4L Senior Subordinated Notes permitted under subsection
7.1(vi)(a) (lesser of A(2) and $36,800,000):
$___________
4. Aggregate principal amount of outstanding Old F4L Senior Notes, Old F4L
Senior Subordinated Notes, New F4L Senior Notes and New F4L Senior
Subordinated Notes:
$___________
5. Aggregate principal amount of outstanding Old F4L Senior Notes, Old F4L
Senior Subordinated Notes, New F4L Senior Notes and New F4L Senior
Subordinated Notes outstanding as of the Closing Date:
$___________
THIRD AMENDMENT
Annex B-3 EXECUTION COPY
81
6. Maximum aggregate principal amount of outstanding Old F4L Senior Notes,
Old F4L Senior Subordinated Notes, New F4L Senior Notes and New F4L
Senior Subordinated Notes permitted under subsection 7.1(vi)(b) (lesser
of A(5) and $670,000,000):
$___________
7. Aggregate principal amount of outstanding Old RGC 9% Subordinated Notes
and Old RGC 10-1/4% Subordinated Notes:
$___________
8. Aggregate principal amount of outstanding Old RGC 9% Subordinated Notes
and Old RGC 10-1/4% Subordinated Notes outstanding as of the Closing
Date:
$___________
9. Maximum aggregate principal amount of outstanding Old RGC 9% Subordinated
Notes and Old RGC 10-1/4% Subordinated Notes permitted under subsection
7.1(vi)(c) (lesser of A(8) and $10,000,000):
$___________
10. Aggregate principal amount of outstanding New RGC Senior Subordinated
Notes, the Old RGC 9% Subordinated Notes and the Old RGC 10-1/4%
Subordinated Notes:
$___________
11. Aggregate principal amount of outstanding New RGC Senior Subordinated
Notes, the Old RGC 9% Subordinated Notes and the Old RGC 10-1/4%
Subordinated Notes as of the Closing Date:
$___________
THIRD AMENDMENT
Annex B-4 EXECUTION COPY
82
12. Maximum aggregate principal amount of outstanding New RGC Senior
Subordinated Notes, the Old RGC 9% Subordinated Notes and the Old RGC
10-1/4% Subordinated Notes permitted under subsection 7.1(vi)(d) (lesser
of A(11) and $530,000,000):
$___________
13. Aggregate principal amount of Indebtedness incurred to finance (together
with assumed Indebtedness originally incurred to finance) the purchase
price of equipment, fixtures and other similar property or remodeling or
other improvement costs of any facility of Company or any of its
Subsidiaries during the Fiscal Year permitted under subsection
7.1(viii)(a):
$___________
14. Maximum aggregate principal amount of such Indebtedness permitted to be
incurred or assumed under subsection 7.1(viii)(a) during the Fiscal Year:
$ 20,000,000
15. Aggregate principal amount of Indebtedness incurred to finance the
purchase price of any Real Property Assets consisting of fee interests in
stores (together with all assumed Indebtedness originally incurred to
finance the purchase price of any such Real Property Assets) permitted
under subsection 7.1(viii)(b):
$___________
16. Maximum aggregate principal amount of such incurred and/or assumed
Indebtedness permitted to be outstanding at any time under subsection
7.1(viii)(b):
$ 10,000,000
THIRD AMENDMENT
Annex B-5 EXECUTION COPY
83
17. Aggregate amount of Indebtedness of Subsidiaries acquired after the
Closing Date, the acquisition of which was permitted under subsections
7.3(v) and 7.7(ii), existing immediately prior to the time such entity
became a Subsidiary of Company not incurred in contemplation of such
acquisition permitted under subsection 7.1(ix):
$___________
18. Maximum aggregate amount of such Indebtedness permitted to be outstanding
at any time under subsection 7.1(ix):
$ 4,000,000
19. The highest aggregate amount outstanding at any time during the Fiscal
Year of all Indebtedness represented by Deferred Trade Payables permitted
under subsection 7.1(x):
$___________
20. Maximum aggregate amount of such Indebtedness permitted to be outstanding
at any time under subsection 7.1(x):
$ 5,000,000
21. Aggregate amount of Indebtedness of Food 4 Less GM, Inc. permitted under
subsection 7.1(xi):
$___________
22. Maximum aggregate amount of such Indebtedness permitted to be outstanding
at any time under subsection 7.1(xi):
$ 2,000,000
23. Aggregate amount of Indebtedness evidenced by promissory notes issued to
employees or former employees in lieu of cash payments for stock of
Holdings required to be repurchased pursuant to Company's employee stock
ownership plan permitted under subsection 7.1(xii):
$___________
24. Maximum aggregate amount of such Indebtedness permitted to be outstanding
at any time under subsection 7.1(xii):
$ 4,000,000
THIRD AMENDMENT
Annex B-6 EXECUTION COPY
84
25. Aggregate principal amount of outstanding unsecured senior Indebtedness
and outstanding unsecured senior subordinated Indebtedness permitted
under subsection 7.1(xiii):
$___________
26. Maximum aggregate principal amount of unsecured senior Indebtedness and
unsecured senior subordinated Indebtedness permitted under subsection
7.1(xiii):
$250,000,000
27. Aggregate principal amount of other unsecured indebtedness permitted
under subsection 7.1(xiv):
$___________
28. Maximum aggregate principal amount of indebtedness permitted under
subsection 7.1(xiv):
$ 15,000,000
B. LIENS
1. Aggregate principal amount of Indebtedness secured by Liens on Real
Property Assets consisting of fee interests in stores permitted under
subsection 7.2A(iv):
$___________
2. Maximum aggregate principal amount of such Indebtedness secured by such
Liens permitted to be outstanding at any time under subsection 7.2A(iv):
$ 10,000,000
3. Aggregate value of all goods held on consignment secured by Liens in
favor of third parties as consignors (or as creditors of such consignors)
in the ordinary course of business permitted under subsection 7.2A(vi):
$___________
4. Maximum aggregate value of such goods secured by such Liens permitted to
be so held at any time under subsection 7.2A(vi):
$ 10,000,000
THIRD AMENDMENT
Annex B-7 EXECUTION COPY
85
5. Aggregate principal amount of Indebtedness of Company or any of its
Subsidiaries secured by Liens not otherwise permitted by clauses 7.2A(i)
through (vi) permitted under subsection 7.2A(vii):
$___________
6. Maximum aggregate principal amount of such Indebtedness secured by such
Liens permitted to be outstanding at any time under subsection 7.2A(vii):
$ 6,000,000
C. INVESTMENTS: JOINT VENTURES
1. Aggregate amount of Investments owned by Food 4 Less GM, Inc. in Golden
Alliance permitted under subsection 7.3(vi):
$___________
2. Maximum aggregate amount of such Investments permitted to be owned at any
time under subsection 7.3(vi):
$ 4,000,000
3. Aggregate amount of all Development Investments permitted under
subsection 7.3(vii):
$___________
4. Maximum aggregate amount of such Development Investments permitted to be
outstanding at any time under subsection 7.3(vii) (for FY 1996 and 1997:
$25,000,000 - D(3), and for FY 1998 and thereafter: $35,000,000 - D(3)):
$___________
5. [To be tested only on or after the first anniversary of the Closing Date]
(a) The aggregate sales price for all Required Dispositions made on
or prior to the first anniversary of the Closing Date:
$________
THIRD AMENDMENT
Annex B-8 EXECUTION COPY
86
(b) The portion of such aggregate sales price that was received in
the form of promissory notes or a deferred portion of such sales
price permitted under subsection 7.3(viii)(a):
$________
(c) Percentage permitted of such aggregate sales price that was
received in the form of promissory notes or a deferred portion
of such sales price permitted under subsection 7.3(viii)(a) (100
times (b) divided by (a)):
----- -------
__%
6. Maximum percentage of the aggregate sales price for all such Required
Dispositions permitted to be received in the form of promissory notes or
a deferred portion of such sales price:
25%
7. (a) Aggregate cash proceeds from all Planned Dispositions and
Required Dispositions on a cumulative basis from the Closing
Date:
$_________
(b) Such aggregate cash proceeds [exceed/do not exceed] $20,000,000:
[exceed/do not exceed]
8. [To be tested only at Fiscal Year-end]:
(a) The aggregate sales price for all Planned Dispositions in the
Fiscal Year:
$__________
(b) The portion of such aggregate sales price that was received in
the form of promissory notes or a deferred portion of such sales
price permitted under subsection 7.3(viii)(b):
$___________
THIRD AMENDMENT
Annex B-9 EXECUTION COPY
87
(c) Percentage of such aggregate sales price that was received in
the form of promissory notes or a deferred portion of such sales
price permitted under subsection 7.3(viii)(b) (100 times (b)
-----
divided by (a)):
-------
__%
9. Maximum percentage of the aggregate sales price for all such Planned
Dispositions permitted to be received in the form of promissory notes or
a deferred portion of such sales price:
[25%] [50%]
10. Aggregate principal amount of promissory notes received by Company and
its Subsidiaries in consideration of, or the deferral of a portion of the
sales price accepted with respect to, any Asset Sale (other than Required
Dispositions and Planned Dispositions) permitted under 7.3(viii)(c):
$_____________
11. Maximum aggregate principal amount of such promissory notes and the
deferred portions of such sales permitted to be outstanding at any time
under subsection 7.3(viii)(c):
$ 10,000,000
12. Aggregate amount of all loans made by Company or any of its Subsidiaries
to their respective employees for the purpose of purchasing Holdings
common stock permitted under subsection 7.3(x):
$_____________
13. Maximum aggregate amount of such loans made to employees of Company or
any of its Subsidiaries permitted to be outstanding at any time under
subsection 7.3(x):
$ 4,000,000
14. Aggregate amount of loans made by Company or any of its Subsidiaries to
redevelopment agencies permitted under subsection 7.3(xi):
$___________
THIRD AMENDMENT
Annex B-10 EXECUTION COPY
88
15. Maximum aggregate amount of such loans made to redevelopment agencies
permitted to be outstanding at any time under subsection 7.3(xi):
$ 10,000,000
16. Aggregate amount of all Investments in suppliers made in anticipation of
becoming a customer of such suppliers and in lieu of deposits, cash
discounts or concessions and in connection with joint ventures with
suppliers entered into in the ordinary course of business permitted under
subsection 7.3(xii):
$___________
17. Maximum aggregate amount of such Investments permitted to be outstanding
at any time under subsection 7.3(xii) ($5,000,000 - D(1)):
$___________
18. Aggregate amount of loans made by Company to Holdings during the Fiscal
Year for the purpose of paying general operating expenses, franchise tax
obligations, accounting, legal, corporate reporting and administrative
expenses as permitted under subsection 7.5A(viii) as permitted under
subsection 7.3(xiii):
$___________
19. Maximum aggregate amount of such loans made by Company to Holdings for
the Fiscal Year permitted under subsection 7.3(xiii) ($500,000 - E(4)
below):
$___________
THIRD AMENDMENT
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20. Aggregate amount of (i) the cash portion of the purchase by Company and
its Subsidiaries of Holdings common stock during the Fiscal Year from an
employee stock ownership plan of any Loan Party or from participants or
former participants in any such plan or from any employee or former
employee of any Loan Party as required pursuant to the applicable plan or
agreement and (ii) the cash payments with respect to promissory notes
issued to any such participants or holders as permitted under subsection
7.3(xiv):
$___________
21. Aggregate amount of cash proceeds received by Holdings in the Fiscal Year
from its sale of shares of Holdings common stock to an employee stock
ownership plan or to participants in any such plan or to any employee
during the Fiscal Year:
$___________
22. Maximum aggregate amount of the cash portion of such purchases and cash
payments with respect to such promissory notes permitted under subsection
7.3(xiv) in the Fiscal Year ($5,000,000 + C(21)):
$___________
23. Aggregate amount of other Investments permitted under subsection 7.3(xv):
$___________
24. Maximum aggregate amount of such other Investments permitted to be
outstanding at any time under subsection 7.3(xv):
$ 5,000,000
THIRD AMENDMENT
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D. CONTINGENT OBLIGATIONS
1. Aggregate amount of Contingent Obligations under guarantees in the
ordinary course of business of obligations of suppliers, customers,
franchisees and licensees permitted under subsection 7.4(v):
$___________
2. Maximum aggregate amount of such Contingent Obligations under such
guarantees permitted to be outstanding at any time under subsection
7.4(v) ($5,000,000 - C(16)):
$___________
3. Aggregate amount of Contingent Obligations permitted under subsection
7.4(ix):
$___________
4. Maximum aggregate amount of such Contingent Obligations permitted to be
outstanding at any time under subsection 7.4(ix) (for FY 1996 and 1997:
$25,000,000 - C(3), and for FY 1998 and thereafter: $35,000,000 - C(3)):
$___________
5. Aggregate amount of all other Contingent Obligations permitted under
subsection 7.4(x):
$___________
6. Maximum aggregate liability, contingent or otherwise, in respect of all
such Contingent Obligations permitted to be outstanding at any time under
subsection 7.4(x):
$ 8,000,000
THIRD AMENDMENT
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E. RESTRICTED JUNIOR PAYMENTS
1. Aggregate amount of cash dividends made by Company to Holdings on a
cumulative basis (including prior to the Closing Date) to enable Holdings
to pay fees and expenses related to the Acquisition and all other
transactions related thereto permitted under subsection 7.5A(i)(b):
$___________
2. Aggregate amount of premium, fees and expenses related to the Acquisition
and all other transactions related thereto paid or payable, without
duplication, by any Loan Party (other than Holdings) on a cumulative
basis (including prior to the Closing Date):
$___________
3. Maximum cumulative amount of such cash dividends permitted under
subsection 7.5(A)(i)(b)($173,000,000 -E(2)):
$___________
4. Aggregate amount of cash dividends made by Company to Holdings during the
Fiscal Year for the purpose of paying general operating expenses,
franchise tax obligations, accounting, legal, corporate reporting and
administrative expenses as permitted under subsection 7.5A(viii):
$___________
5. Maximum aggregate amount of such cash dividends made by Company to
Holdings for the Fiscal Year permitted under subsections 7.5A(viii)
($500,000 - C(18)):
$___________
THIRD AMENDMENT
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6. Commencing with Fiscal Year 1998 and any Fiscal Year thereafter,
aggregate amount of payments of principal made in respect of any
Indebtedness (other than the Loans) since the Closing Date with a portion
of the Equity Repayment Amount in accordance with subsection 2.4B(iii)(c)
(including all such payments of principal permitted under subsections
7.5A(ix) and 7.5B(iii)):
$___________
7. Commencing with Fiscal Year 1998 and any Fiscal Year thereafter, maximum
aggregate amount of such payments of principal permitted to be made, on a
cumulative basis, with the Equity Repayment Amount under subsection
2.4B(iii)(c) (including all such payments permitted under subsections
7.5A(ix) and 7.5B(iii)):
$ 25,000,000
8. Aggregate amount of payments of principal made in respect of any
Indebtedness (other than the Loans) since the Closing Date with a portion
of the Cash Flow Repayment Amount in accordance with subsection
2.4B(iii)(e) (including all such payments of principal permitted under
subsections 7.5A(ix) and 7.5B(iii)):
$___________
9. Maximum aggregate amount of such payments of principal permitted to be
made, on a cumulative basis, with the Cash Flow Repayment Amount under
subsection 2.4B(iii)(e) (including all such payments permitted under
subsections 7.5A(ix) and 7.5B(iii)):
$ 25,000,000
THIRD AMENDMENT
Annex B-15 EXECUTION COPY
93
F. MINIMUM FIXED CHARGE COVERAGE RATIO (for the [two-] [three-] Fiscal
Quarter period ending [January 28, 1996] or [April 21, 1996],
respectively, and for all subsequent dates, for the four-Fiscal Quarter
period ending ______________, _____ ("APPLICABLE PERIOD")).
1. Consolidated Net Income: $___________
2. Consolidated Cash Interest Expense: $___________
3. Provisions for taxes based on income: $___________
4. Total depreciation expense: $___________
5. Total amortization expense: $___________
6. Cash Restructuring Charges (to the extent reducing net income):
$___________
7. The aggregate cumulative amount of cash Restructuring Charges included in
Consolidated Adjusted EBITDA and Consolidated Net Worth of any period
subsequent to the Closing Date and prior to the Applicable Period (to the
extent reducing net income):
$___________
8. Lesser of (i) F(6) and (ii) $45,000,000 minus F(7) (but in any event not
-----
less than zero):
$___________
9. Non-cash Restructuring Charges reflected on the consolidated financial
statement (to the extent reducing net income):
$___________
10. The aggregate cumulative amount of non-cash Restructuring Charges
reflected on the consolidated financial statements included in
Consolidated Adjusted EBITDA and Consolidated Net Worth of any period
subsequent to the Closing Date and prior to the Applicable Period (to the
extent reducing net income):
$___________
THIRD AMENDMENT
Annex B-16 EXECUTION COPY
94
11. Lesser of (i) F(9) and (ii) $55,000,000 minus F(10) (but in any event not
-----
less than zero):
$___________
12. Restructuring Charges (F(8) + F(11)): $___________
13. Cash and non-cash Smith's-Related Restructuring Charges relating to
Warehouse Restructuring (to the extent reducing net income):
$___________
14. The aggregate cumulative amount of all cash and non-cash Smith's-Related
Restructuring Charges included in Consolidated Adjusted EBITDA and
Consolidated Net Worth of any period subsequent to the Closing Date and
prior to the Applicable Period with respect to Warehouse Restructuring
(to the extent reducing net income):
$___________
15. Lesser of (i) F(13) and (ii) $43,600,000 minus F(14) (but in any event
-----
not less than zero):
$____________
16. Cash Smith's-Related Restructuring Charges relating to Warehouse
Restructuring (to the extent reducing net income):
$___________
17. The aggregate cumulative amount of all cash Smith's-Related Restructuring
Charges included in Consolidated Adjusted EBITDA and Consolidated Net
Worth of any period subsequent to the Closing Date and prior to the
Applicable Period with respect to Warehouse Restructuring (to the extent
reducing net income):
$___________
18. Lesser of (i) F(16) and (ii) $33,200,000 minus F(17):
-----
$___________
THIRD AMENDMENT
Annex B-17 EXECUTION COPY
95
19. Cash and non-cash Smith's-Related Restructuring Charges relating to Store
Restructuring (to the extent reducing net income):
$___________
20. The aggregate cumulative amount of all cash and non-cash Smith's-Related
Restructuring Charges included in Consolidated Adjusted EBITDA and
Consolidated Net Worth of any period subsequent to the Closing Date and
prior to the Applicable Period with respect to Store Restructuring (to
the extent reducing net income):
$___________
21. Lesser of (i) F(19) and (ii) $22,500,000 minus F(20):
-----
$___________
22. Cash Smith's-Related Restructuring Charges relating to Store
Restructuring (to the extent reducing net income):
$___________
23. The aggregate cumulative amount of all cash Smith's-Related Restructuring
Charges included in Consolidated Adjusted EBITDA and Consolidated Net
Worth of any period subsequent to the Closing Date and prior to the
Applicable Period with respect to Store Restructuring (to the extent
reducing net income):
$___________
24. Lesser of (i) F(22) and (ii) $12,800,000 minus F(23):
-----
$___________
25. Smith's-Related Restructuring Charges (F(15) + F(21)):
$___________
26. Other non-cash items reducing Consolidated Net Income:
$___________
27. Other non-cash items increasing Consolidated Net Income:
$___________
THIRD AMENDMENT
Annex B-18 EXECUTION COPY
96
28. Consolidated Adjusted EBITDA (without duplication, F(1) + F(2) + F(3) +
F(4) + F(5) + F(12) + F(25) + F(26) - F(27)):
$___________
29. Consolidated Rental Payments: $___________
30. Consolidated Cash Interest Expense: $___________
31. Aggregate amount of scheduled principal payments attributable to Capital
Leases of Company and its Subsidiaries:
$___________
32. Consolidated Fixed Charges (without duplication, F(29) + F(30) + F(31)):
$___________
33. Fixed Charge Coverage Ratio (F(28) + F(29):F(32)):
____:1.00
21. Minimum Fixed Charge Coverage Ratio required under subsection 7.6A:
____:1.00
G. MAXIMUM LEVERAGE RATIO (for the [two-] [three-] Fiscal Quarter period
ending on [January 28, 1996] and [April 21, 1996], respectively, and
for all subsequent dates, for the four-Fiscal Quarter period ending
______________, _______ ("APPLICABLE PERIOD")).
1. Maximum Leverage Ratio Multiplier:
(a) for the two-Fiscal Quarter period ending January 28, 1996:
1.857
(b) for the three-Fiscal Quarter period ending April 21, 1996:
1.300
(c) for any other accounting period: 1.000
2. Consolidated Total Debt as of the last day of the Applicable Period:
$____________
3. Consolidated Adjusted EBITDA (F(28) above):
$____________
4. Leverage Ratio (G(2): G(3) x G(1)): ____:1.00
THIRD AMENDMENT
Annex B-19 EXECUTION COPY
97
5. Maximum Leverage Ratio permitted under subsection 7.6B:
____:1.00
H. MINIMUM CONSOLIDATED ADJUSTED EBITDA (for [two-] [three-] Fiscal
Quarter period ending on [January 28, 1996] and [April 21, 1996],
respectively, and for all subsequent dates, for the four-Fiscal Quarter
period ending ______________, ______________).
1. Consolidated Adjusted EBITDA (F(28) above):
$___________
2. Minimum Consolidated Adjusted EBITDA required under subsection 7.6D:
$___________
I. MINIMUM CONSOLIDATED NET WORTH
1. Capital stock and additional paid-in capital plus retained earnings (or
minus accumulated deficits) of Company and its Subsidiaries as of the
last day of the current Fiscal Quarter:
$___________
2. After tax impact (if any) of the cumulative amount of Restructuring
Charges incurred or reflected subsequent to the Closing Date as of the
last day of the current Fiscal Quarter:
$___________
3. Lesser of (i) $50,000,000 and (ii) amount for the write-off of goodwill
taken by Company and its Subsidiaries as of the last day of the current
Fiscal Quarter:
$___________
4. Net value of the capital stock of Holdings held by any employee stock
ownership plan of Company or any of its Subsidiaries as shown on the
consolidated balance sheet (to the extent not included in I(1)) as of the
last day of the current Fiscal Quarter:
$___________
THIRD AMENDMENT
Annex B-20 EXECUTION COPY
98
5. After tax impact (if any) of the cumulative amount of Smith's-Related
Restructuring Charges incurred or reflected subsequent to the Closing
Date as of the last day of the current Fiscal Quarter:
$___________
6. Consolidated Net Worth as of the last day of the current Fiscal Quarter
(without duplication, I(1) + I(2) + I(3) + I(4) + I(5)):
$___________
7. Minimum Consolidated Net Worth required under subsection 7.6C for such
last day:
$___________
J. FUNDAMENTAL CHANGES
1. Aggregate fair market value of assets sold in Asset Sales made since the
Closing Date permitted under subsection 7.7(xii):
$___________
2. Maximum value of assets sold in Asset Sales since the Closing Date
permitted under subsection 7.7(xii):
$ 5,000,000
K. CONSOLIDATED CAPITAL EXPENDITURES
1. Consolidated Capital Expenditures for Fiscal Year-to-date included in
clause (i) of definition thereof:
$___________
2. Aggregate amount of Consolidated Capital Expenditures constituting
Development Investments permitted under subsection 7.3(vii) for Fiscal
Year-to-date:
$___________
3. Aggregate amount of principal amount of Indebtedness permitted under
subsections 7.1(iii) and 7.1(viii) for Fiscal Year-to-date:
$___________
THIRD AMENDMENT
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99
4. Aggregate amount of sale-leaseback proceeds received from permitted sale-
leaseback transactions occurring within 180 days of completion of store
or acquisition of equipment to the extent of prior Consolidated Capital
Expenditures for such store or equipment:
$___________
5. Aggregate amount of expenditures not to exceed the proceeds of insurance,
condemnation awards or indemnities so long as such expenditures were made
to replace or repair damaged assets within 18 months of occurrence of
damage or loss:
$___________
6. Consolidated Capital Expenditures for Fiscal Year-to-date as defined (for
period from Closing Date to January 28, 1996, K(1) minus (K(2) + K(5));
-----
for subsequent periods, K(1) minus (K(2) + K(3) + K(4) + K(5))) [Measure
-----
compliance against K(24)]:
$___________
7. Maximum Consolidated Capital Expenditures Amount for such Fiscal Year (as
set forth on table in subsection 7.8):
$___________
8. Maximum Consolidated Capital Expenditures Amount for the previous Fiscal
Year (as set forth on table in subsection 7.8):
$___________
9. For FY 1997, 1998 and 1999 only, aggregate amount of Consolidated
Adjusted EBITDA for the immediately preceding Fiscal Year:
$___________
10. For FY 1997, 1998 and 1999 only, Consolidated Adjusted EBITDA for the
four Fiscal Quarters of such immediately preceding Fiscal Year, as set
forth on table in subsection 7.6C:
$___________
THIRD AMENDMENT
Annex B-22 EXECUTION COPY
100
11. Earned Additional Capital Expenditures Amount (K(9) - K(10), but in no
event more than $25,000,000 for FY 1997, $30,000,000 for FY 1998 and
$30,000,000 for FY 1999):
$___________
12. Maximum Consolidated Capital Expenditures Amount for such Fiscal Year (as
set forth on table in subsection 7.8), as adjusted by Earned Additional
Capital Expenditures Amount, if any (K(7) + K(11)):
$___________
13. Maximum Consolidated Capital Expenditures Amount for the previous Fiscal
Year (as set forth on table in subsection 7.8), as adjusted by Earned
Additional Capital Expenditures Amount, if any (K(8) + K(11)):
$___________
14. Maximum Consolidated Capital Expenditures Amount for the previous Fiscal
Year (as set forth on table in subsection 7.8), as adjusted in accordance
with the first proviso in subsection 7.8:
$___________
15. Aggregate amount of Consolidated Capital Expenditures incurred during the
previous Fiscal Year:
$___________
16. Amount permitted to be carried-forward from previous Fiscal Year (for
Fiscal Years 1995 and 1996, zero; for any Fiscal Year thereafter, the
lesser of (a) K(14) - K(15) and (b) 15% of K(13)):
$___________
17. Amount permitted to be utilized from following Fiscal Year (5% of Maximum
Consolidated Capital Expenditures Amount for following Fiscal Year as set
forth on table in subsection 7.8):
$___________
THIRD AMENDMENT
Annex B-23 EXECUTION COPY
101
18. Maximum aggregate amount permitted to be carried-forward and/or utilized
for current Fiscal Year from the following Fiscal Year (for Fiscal Year
1996, zero; for any Fiscal Year thereafter, the lesser of (a) K(16) +
K(17) and (b) 15% of K(12)):
$___________
19. Lesser of (a) $15,000,000 and (b) the aggregate amount of proceeds (other
than insurance proceeds, condemnation awards and indemnity payments)
received from Asset Sales during the Fiscal Year (other than Asset Sales
of Selected Assets made in FY 1996 and first two 1997 Fiscal Quarters)
to the extent reinvested in new stores or construction or remodeling of
stores within 270 days of receipt:
$___________
20. Aggregate amount of current Fiscal Year's amount that was carried back
and utilized in the previous Fiscal Year pursuant to clause (iii) of the
first proviso in subsection 7.8:
$__________
21. For Fiscal Year 1997 only, 50% of the first $50,000,000 of Selected Asset
Proceeds:
$__________
22. For Fiscal Year 1997 only, 25% of the first $100,000,000 of Initial Debt
Proceeds:
$__________
23. Lesser of (a) $25,000,000 and (b) aggregate amount of the permitted
percentage of Selected Asset Proceeds and Initial Debt Proceeds (K(21) +
K(22)):
$__________
THIRD AMENDMENT
Annex B-24 EXECUTION COPY
102
24. Maximum Consolidated Capital Expenditures for current Fiscal Year
permitted under subsection 7.8 (for FY 1997 only, K(7) + K(18) + K(19) -
K(20) + K(23); commencing with FY 1998 and thereafter, K(7) + K(18) +
K(19) - K(20)):
$__________
L. LEASES
1. Aggregate amount paid or payable under all Capital Leases during the
current Fiscal Year (net of sublease income):
$___________
2. Aggregate amount paid or payable under all Operating Leases during the
current Fiscal Year (net of sublease income):
$___________
3. Maximum aggregate amount paid or payable under all Capital Leases and
Operating Leases for current Fiscal Year permitted under subsection 7.9:
$___________
M. TRANSACTIONS WITH SHAREHOLDERS AND AFFILIATES
1. Aggregate principal amount of loan made by Company to Ralphs Grocery
Company Investment Corporation on the Closing Date permitted under
subsection 7.12(xi):
$___________
2. Maximum aggregate principal amount of such loan permitted under
subsection 7.12(xi):
$ 5,000,000
THIRD AMENDMENT
Annex B-25 EXECUTION COPY
103
ANNEX C
SCHEDULE I
Attached to and forming a part of the Pledge Agreement dated as
of June 14, 1995, by and among Ralphs Grocery Company (as legal successor to
Food 4 Less Supermarkets, Inc.), Falley's Inc., Cala Co., Food 4 Less of
Southern California, Inc., Bay Area Warehouse Stores, Inc., Cala Foods, Inc.,
Bell Markets, Inc., Alpha Beta Company, Food 4 Less GM, Inc., Food 4 Less
Merchandising, Inc., Food 4 Less of California, Inc., and Crawford Stores,
Inc., as Pledgors, and Bankers Trust Company, as Secured Party.
PART A
PLEDGED SHARES
PLEDGOR STOCK ISSUER CLASS OF STOCK PAR NUMBER OF PERCENTAGE OF
------- ------------ -------- ----- --- --------- -------------
STOCK CERTIFICAT VALUE SHARES SHARES ISSUED
----- ---------- ----- ------ -------------
E NO. AND
----- ---
OUTSTANDING
-----------
REPRESENTED
-----------
BY PLEDGE
---------
SHARES
------
Ralphs Grocery Falley's, Inc. No. 4
Company Common $0.50 1,000 100%
" Cala Co. Common No. 3 $0.01 1,000 100%
" Food 4 Less of
Southern Common No. 1 $0.01 1,000 100%
California, Inc.
" Crawford Stores,
Inc. Common No. 1 No Par 100 100%
Food 4 Less of Alpha Beta Company
Southern Common No. 3* No par 1,000 100%
California, Inc.
Alpha Beta Food 4 Less GM,
Inc. Common No. 1 No par 1,000 100%
" Food 4 Less
Merchandising, Common No. 1 No par 1,000 100%
Inc.
" Food 4 Less of Common No. 4 No par 1,000 100%
California, Inc.
Cala Co. Bay Area Warehouse
Stores, Inc. Common No. 1 No par 1,000 100%
* The stock of Alpha Beta pledged at closing was represented by stock
certificate number 2 of The Boys Market (successor by merger to Alpha Beta
and subsequently renamed Alpha Beta). Following the Closing, certificate
number 2 was cancelled and replaced by a new certificate number 3 with the
Alpha Beta name to avoid future confusion.
THIRD AMENDMENT
Annex C-1 EXECUTION COPY
104
" Bell Markets, Inc. Common No. J $10.00 7,200 48.9%
" Cala Foods, Inc. Common No. 179 No par 400,000 100%
PART B
PLEDGED DEBT
PLEDGOR DEBT ISSUER AMOUNT OF INDEBTEDNESS
------- ----------- ----------------------
ASSOCIATED WHOLESALE GROCERS, INC. NOTES ("AWG")**
Falley's AWG No. 12807 $140,144.76
Falley's AWG No. 21857 $920,138.08
Falley's AWG No. 22238 $500,000.00
Falley's AWG No. 22239 $500,000.00
Falley's AWG No. 22240 $519,739.56
Falley's AWG No. 22598 $500,000.00
Falley's AWG No. 22599 $500,000.00
Falley's AWG No. 22600 $504,044.64
Falley's AWG No. 22951 $500,000.00
Falley's AWG No. 22952 $977,796.09
Falley's AWG No. 23302 $500,000.00
Falley's AWG No. 23304 $724,462.53
Falley's AWG No. 23303 $500,000.00
DEVELOPER LOANS
Alpha Beta Company Loan to Channel Gateway, project AB-204 $4,082,227.22 as of the end of
the first fiscal quarter of 1995
Alpha Beta Company Loan to Wilshire Place, a Limited $4,296,060.80 as of the end of
Partnership, project AB-206 the first fiscal quarter of 1995
Food 4 Less of Southern Loan to Midtown Shopping Center, project $5,500,000.00 as of the end of
California, Inc. AB-207 the first fiscal quarter of 1995
** The AWG Notes are held by AWG as agent of possession for the Secured Party
pursuant to that certain letter agreement dated as of June 14, 1995 by and
among Secured Party, AWG and Falley's, in which Secured Party acknowledged
the first priority of AWG's security interest in the AWG Notes.
THIRD AMENDMENT
Annex C-2 EXECUTION COPY
105
Alpha Beta Company Loan to Vest Associates, project F4L-323 $1,750,000.00 and accrued
(note has not been delivered to Agent for interest of $60,979.35 as of the
possession because it was lost; Agent end of the first fiscal quarter
supplied with a Certificate of Lost Note) of 1995.
Ralphs Grocery Company Loan to Kellog Associates, a California $1,000,000.00
Limited Partnership (note has not been
delivered to Agent for possession because
it was lost; Agent supplied with a
Certificate of Lost Note)
Ralphs Grocery Company Loan to Ralphs Grocery Company Investment $5,000,000.00
Corporation
Ralphs Grocery Company Loan to Hillcrest Promenade Associates $3,000,000.00
Ralphs Grocery Company Ralphs Grocery Company and Subsidiaries Principal amount from time to
and Subsidiaries Intercompany Note time outstanding
LOANS TO EMPLOYEES
Ralphs Grocery Company Thomas Dahlen $40,000
Ralphs Grocery Company Tom Thomas $10,000
Ralphs Grocery Company Darius Anderson $100,000
LOANS TO EMPLOYEES FOR STOCK PURCHASE
Ralphs Grocery Company Darius Anderson $49,971.28
Ralphs Grocery Company William Arias $10,000.00
Ralphs Grocery Company Bob Bermingham $5,000.00
Ralphs Grocery Company Julie A. Blake $5,300.00
Ralphs Grocery Company Mike Bollman $15,000.00
Ralphs Grocery Company John Boyle $25,000.00
Ralphs Grocery Company Mel Brown $20,000.00
Ralphs Grocery Company William E. Cook $10,000.00
Ralphs Grocery Company Arthur Chavolla $5,300.00
Ralphs Grocery Company Tom Dahlen $37,500.00
Ralphs Grocery Company Joe Ham $12,500.00
Ralphs Grocery Company Harley DeLano $50,000.00
Ralphs Grocery Company Daniel J. Deniz $10,000.00
Ralphs Grocery Company Lois Ennis $5,000.00
Ralphs Grocery Company Dave Fernandez $10,000.00
THIRD AMENDMENT
Annex C-3 EXECUTION COPY
106
Ralphs Grocery Company Kay D. Cervantes (name changed to Kay D. $5,300.00
Garbizo)
Ralphs Grocery Company Dave Hirz $10,000.00
Ralphs Grocery Company Jack Hom $10,000.00
Ralphs Grocery Company Darrel Ikeda $5,300.00
Ralphs Grocery Company Loyal Ingersoll $10,000.00
Ralphs Grocery Company Larry Ishii $25,000.00
Ralphs Grocery Company Jerry Jeran $5,300.00
Ralphs Grocery Company Joseph Krol $30,000.00
Ralphs Grocery Company Dennis Kyte $5,300.00
Ralphs Grocery Company Mike Laddon $5,300.00
Ralphs Grocery Company Joe Lizarraga $20,000.00
Ralphs Grocery Company Raymond Loya $4,500.00
Ralphs Grocery Company Greg Mays $25,000.00
Ralphs Grocery Company Danny R. Nelson $10,000.00
Ralphs Grocery Company Edwin T. Newcomer $10,000.00
Ralphs Grocery Company Mark Orr $25,000.00
Ralphs Grocery Company Virginia M. Rader $5,487.50
Ralphs Grocery Company Marion Rock $5,300.00
Ralphs Grocery Company Tony Schnug $50,000.00
Ralphs Grocery Company Charles A. Sharmann $10,000.00
Ralphs Grocery Company Robert J. Singer $10,000.00
Ralphs Grocery Company Orville Smith $5,000.00
Ralphs Grocery Company John Standley $25,000.00
Ralphs Grocery Company Sandy Steven $5,300.00
Ralphs Grocery Company Tom Thomas $10,000.00
Ralphs Grocery Company Ira Tochner $25,000.00
Ralphs Grocery Company George Tucker $25,000.00
Ralphs Grocery Company Dave White $25,000.00
Ralphs Grocery Company William Widener $4,000.00
THIRD AMENDMENT
Annex C-4 EXECUTION COPY