EXHIBIT 10.14.1
AMENDMENT NO. 1 TO CREDIT AGREEMENT
AMENDMENT dated as of October 25, 1995 among ALBERTSON'S, INC. (the
"Borrower"), the BANKS listed on the signature pages hereof (the "Banks"),
BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION, as Co-Agent and ▇▇▇▇▇▇
GUARANTY TRUST COMPANY OF NEW YORK, as Agent (the "Agent").
W I T N E S S E T H :
WHEREAS, the parties hereto have heretofore entered into a Credit
Agreement dated as of October 5, 1994 (the "Agreement"); and
WHEREAS, the parties hereto desire to amend the Agreement to modify the
rates of interest and fees payable thereunder and to extend the term thereof;
NOW, THEREFORE, the parties hereto agree as follows:
SECTION 1. Definitions; References. Unless otherwise specifically
defined herein, each term used herein which is defined in the Agreement shall
have the meaning assigned to such term in the Agreement. Each reference to
"hereof", "hereunder", "herein" and "hereby" and each other similar reference
and each reference to "this Agreement" and each other similar reference
contained in the Agreement shall from and after the date hereof refer to the
Agreement as amended hereby.
SECTION 2. Amendment of the Agreement.
(a) Each reference to "1993" in the definition of "Borrower's 1993
Form 10-K" and in Section 4.04(a) is changed to "1994".
(b) The date "February 3, 1994" in Section 4.04(a) is changed to
"February 2, 1995".
(c) The date "August 4, 1994" in Sections 4.04(b) and (c) is changed
to "August 3, 1995".
(d) The date "October 5, 1999" in the definition of "Termination Date"
is changed to "October 25, 2000".
(e) The phrase "or such lesser amount as may be acceptable to the
Borrower and the Agent" is added to the second parenthetical in Section
9.06(c) immediately following "$10,000,000" and the phrase "or was a Bank
immediately prior to such assignment" is deleted from the first proviso to
such Section.
(f) The Pricing Schedule is amended to read as the Pricing Schedule
annexed to this Amendment.
SECTION 3. Governing Law. This Amendment shall be governed by and
construed in accordance with the laws of the State of New York.
SECTION 4. Counterparts; Effectiveness. This Amendment may be signed
in any number of counterparts, each of which shall be an original, with the
same effect as if the signatures thereto and hereto were upon the same
instrument. This Amendment shall become effective as of the date hereof when
the Agent shall have received duly executed counterparts hereof signed by the
Borrower and the Banks (or, in the case of any party as to which an executed
counterpart shall not have been received, the Agent shall have received
telegraphic, telex or other written confirmation from such party of execution
of a counterpart hereof by such party).
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed as of the date first above written.
ALBERTSON'S, INC.
By A. ▇▇▇▇▇ ▇▇▇▇▇
_____________________________
A. ▇▇▇▇▇ ▇▇▇▇▇
Title: Senior Vice President,
Finance & Chief
Financial Officer
$75,000,000 ▇▇▇▇▇▇ GUARANTY TRUST COMPANY OF NEW YORK
By ▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇.
______________________________
▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇.
Title: Associate
$75,000,000 BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION
By ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
______________________________
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Vice President
$50,000,000 NATIONSBANK OF TEXAS, N.A.
By ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
______________________________
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Senior Vice President
$35,000,000 UNION BANK OF SWITZERLAND
By ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
______________________________
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Assistant Vice President
By ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
______________________________
▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President
$40,000,000 WACHOVIA BANK OF GEORGIA, NATIONAL
ASSOCIATION
By ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
______________________________
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Senior Vice President
$15,000,000 CREDIT SUISSE
By ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇
______________________________
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇
Title: Member of Senior Management
By ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
______________________________
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
Title: Member of Senior Management
$30,000,000 FIRST INTERSTATE BANK OF OREGON, N.A.
By ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
______________________________
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President & Senior Lender
$30,000,000 SUN BANK, NATIONAL ASSOCIATION
By J. ▇▇▇▇▇ ▇▇▇▇▇
______________________________
J. ▇▇▇▇▇ ▇▇▇▇▇
Title: Senior Vice President
$20,000,000 FIRST SECURITY BANK OF IDAHO, N.A.
By ▇▇▇▇ ▇. ▇▇▇▇▇▇
______________________________
▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President
$15,000,000 U.S. BANK OF WASHINGTON, N.A.
By ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
______________________________
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President
$15,000,000 WEST ONE BANK, IDAHO
By ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
______________________________
▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President
BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION,
as Co-Agent
By ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
______________________________
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Vice President
▇▇▇▇▇▇ GUARANTY TRUST COMPANY OF NEW YORK,
as Agent
By ▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇.
______________________________
▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇.
Title: Associate
PRICING SCHEDULE
The "Facility Fee Rate", "Euro-Dollar Margin" and "CD Margin" for any
day are the respective percentages set forth below in the applicable row under
the column corresponding to the Status that exists on such day:
_______________________________________________________________________________
▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇
▇ II III IV V VI
___________ _______ _______ _______ _______ _______ _______
Facility 0.070% 0.0750% 0.0850% 0.100% 0.150% 0.250%
Fee Rate
Euro-Dollar 0.120% 0.1250% 0.1650% 0.200% 0.250% 0.500%
Margin
CD Margin 0.2450% 0.250% 0.290% 0.3250% 0.3750% 0.6250%
_______________________________________________________________________________
For purposes of this Schedule, the following terms have the following
meanings, subject to the concluding paragraphs of this Schedule:
"Level I Status" exists at any date if, at such date, the Borrower's
long-term debt is rated at least AA by S&P or Aa2 by ▇▇▇▇▇'▇.
"Level II Status" exists at any date if, at such date, (i) the
Borrower's long-term debt is rated at least AA- by S&P or Aa3 by ▇▇▇▇▇'▇ and
(ii) Level I Status does not exist.
"Level III Status" exists at any date if, at such date, (i) the
Borrower's long-term debt is rated at least A by S&P or A2 by ▇▇▇▇▇'▇ and (ii)
neither Level I Status nor Level II Status exists.
"Level IV Status" exists at any date if, at such date, (i) the Borrower's
long-term debt is rated at least A- by S&P and A3 by ▇▇▇▇▇'▇ and (ii) none of
Level I Status, Level II Status and Level III Status exists.
"Level V Status" exists at any date if, at such date, (i) the Borrower's
long-term debt is rated at least BBB by S&P and Baa2 by ▇▇▇▇▇'▇ and (ii) none
of Level I Status, Level II Status, Level III Status or Level IV Status
exists.
"Level VI Status" exists at any date if, at such date, no other Status
exists.
"Status" refers to the determination of which of Level I Status, Level
II Status, Level III Status, Level IV Status, Level V Status or Level VI
Status exists at any date.
The credit ratings to be utilized for purposes of this Schedule are those
assigned to the senior unsecured long-term debt securities of the Borrower
without third-party credit enhancement, and any rating assigned to any other
debt security of the Borrower shall be disregarded. The rating in effect at
any date is that in effect at the close of business on such date.
The following provisions are applicable so long as the Borrower's long-
term debt is rated at least A- by S&P and at least A3 by ▇▇▇▇▇'▇: If the
Borrower is split-rated and the ratings differential is one level, the higher
of the two ratings will apply (e.g., A/A3 results in Level III Status). If
the Borrower is split-rated and the ratings differential is more than one
level, the average of the two ratings (or the higher of two intermediate
ratings) shall be used (e.g., AA/A1 results in Level II Status, while AA/A3
results in Level III Status).
If the Borrower's long-term debt is not rated at least A- by S&P and at
least A3 by ▇▇▇▇▇'▇, then either Level V Status or Level VI Status exists, as
determined in accordance with the respective definitions of such terms above.
