Smiths Food & Drug Centers Inc Watch

from S-3/A >50 pages Credit Agreement Dated May 23, 1996

from S-3/A >50 pages Form of Credit Agreement Dated 5/23/96

from 10-Q 1 page [Logo] Bank of America Richard E. Bryson Vice President United States Division Sf Credit Products Group #3838 September 26, 1994 Casey Jones Director of Capital Development and Banking Smith's Food & Drug Centers, Inc. 1550 South Redwood Road Salt Lake City, Utah 84104 Dear Casey: As We Discussed, the Existing Three Year Facility Will Be Immediately Amended to Change the Covenants and Pricing as Follows: * Section 6.7(a) - Net Worth Revised Downward From $450mm to $350mm, Plus 50% of Incremental Net Worth Measured Quarterly. * Section 6.8 - Revise Upward From 2.0/1 to 2.1/1, Measured Quarterly. * Pricing - New Pricing Grid Added; Grid One: - If Smith's Pass Through Certificates Are Rated Bbb- By S&P and at Least Baa3 by Moodys. - 18.75 Bp Commitment Fee and L + 60 Bp Spread. (L+60 Drawn Cost). Grid Two: - If Smith's Pass Through Certificates Are Rated Below Bbb- By S&P or Below Baa3 by Moodys or Are Unrated. - 25 Bp Commitment Fee and L + 75 Bp Point Spread. (L+75 Drawn Cost). the Pricing Grid Two Therefore Becomes Effective by Either a One Step S&P Downgrade or a Two Step Moodys Downgrade. Closing the Amendment Is Subject to Documentation Acceptable to Bank of America and Reimbursement of Bank of America Legal Expenses. if You Agree to These Terms and Conditions, Please Sign Both Copies and Return One to My Attention. Sincerely, Bank of America National Trust and Savings Association /S/Richard E. Bryson Richard E. Bryson Vice President Agreed and Accepted Smith's Food & Drug Centers, Inc. /S/Casey Jones Casey Jones Director of Capital Development & Banking