-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, HjxhaanBKaVzqNeDQCz4HwWQNjRPQnJqK+JAWXfyL0IfjJDC/NnKKNvKaUR8R4r9 X7TOYCMGWV8yLv5pF17j+w== 0000950149-94-000094.txt : 19940527 0000950149-94-000094.hdr.sgml : 19940527 ACCESSION NUMBER: 0000950149-94-000094 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 19940326 FILED AS OF DATE: 19940506 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SAFEWAY INC CENTRAL INDEX KEY: 0000086144 STANDARD INDUSTRIAL CLASSIFICATION: 5411 IRS NUMBER: 943019135 STATE OF INCORPORATION: DE FISCAL YEAR END: 1229 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-00041 FILM NUMBER: 94526281 BUSINESS ADDRESS: STREET 1: FOURTH & JACKSON STS CITY: OAKLAND STATE: CA ZIP: 94660 BUSINESS PHONE: 5108913000 MAIL ADDRESS: STREET 1: FOURTH & JACKSONS STS CITY: OAKLAND STATE: CA ZIP: 94660 FORMER COMPANY: FORMER CONFORMED NAME: SAFEWAY STORES INC DATE OF NAME CHANGE: 19900226 10-Q 1 FORM 10-Q FOR QUARTER ENDING 3/26/94 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES - - --- EXCHANGE ACT OF 1934 For the quarterly period ended March 26, 1994 OR ___ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ______ to ______. Commission file number 1-41 ---- SAFEWAY INC. (Exact name of registrant as specified in its charter) Delaware 94-3019135 -------- ---------- (State or other jurisdiction of incorporation or (I.R.S. Employer Identification No.) organization) Fourth and Jackson Streets Oakland, California 94660 ------------------- ----- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (510) 891-3000 --------------
Not Applicable -------------- (Former name, former address and former fiscal year, if changed since last report.) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES X NO . --- --- As of May 2, 1994, there were issued and outstanding 102,673,046 shares of the registrant's common stock. 2 SAFEWAY INC. AND SUBSIDIARIES INDEX
PART I FINANCIAL INFORMATION (UNAUDITED) Page - - ------ --------------------------------- ---- ITEM 1. FINANCIAL STATEMENTS Condensed Consolidated Balance Sheets as of 3 March 26, 1994 and January 1, 1994 Condensed Consolidated Statements of Operations 5 for the 12 weeks ended March 26, 1994 and March 27, 1993 Condensed Consolidated Statements of Cash Flows 6 for the 12 weeks ended March 26, 1994 and March 27, 1993 Notes to the Condensed Consolidated Financial 7 Statements ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF 11 FINANCIAL CONDITION AND RESULTS OF OPERATIONS PART II OTHER INFORMATION - - ------- ----------------- ITEM 1. LEGAL PROCEEDINGS 14 ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K 15
2 3 PART I - FINANCIAL INFORMATION Item 1. Financial Statements SAFEWAY INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (in millions) (Unaudited)
March 26, January 1, 1994 1994 --------- --------- ASSETS - - ------ Current assets: Cash and equivalents $ 36.3 $ 118.4 Receivables 124.9 119.5 Merchandise inventories 1,092.8 1,128.1 Prepaid expenses and other 93.1 98.0 -------- -------- Total current assets 1,347.1 1,464.0 -------- -------- Property 4,202.2 4,207.3 Less accumulated depreciation and amortization 1,686.2 1,647.2 -------- -------- Property, net 2,516.0 2,560.1 Goodwill, net of amortization of $87.5 and $86.2, respectively 341.0 347.6 Prepaid pension costs 308.3 307.1 Investments in unconsolidated affiliates 313.9 303.4 Other assets 108.9 92.5 -------- -------- Total assets $4,935.2 $5,074.7 ======== ========
(Continued) 3 4 SAFEWAY INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (Continued) (in millions, except per share amounts) (Unaudited)
March 26, January 1, 1994 1994 ---------- ----------- LIABILITIES AND STOCKHOLDERS' EQUITY - - ------------------------------------ Current liabilities: Current maturities of notes and debentures $ 144.9 $ 188.6 Current obligations under capital leases 19.2 19.3 Accounts payable 799.1 880.5 Accrued salaries and wages 191.1 216.3 Other accrued liabilities 436.4 406.7 -------- -------- Total current liabilities 1,590.7 1,711.4 -------- -------- Long-term debt: Notes and debentures 2,238.2 2,287.7 Obligations under capital leases 187.3 193.6 -------- -------- Total long-term debt 2,425.5 2,481.3 Deferred income taxes 143.6 145.5 Accrued claims and other liabilities 352.6 353.6 -------- -------- Total liabilities 4,512.4 4,691.8 -------- -------- Stockholders' equity: Common stock: par value $.01 per share; 300 shares authorized; 102.3 and 101.5 shares outstanding, respectively 1.0 1.0 Additional paid-in capital 629.1 624.5 Cumulative translation adjustments 32.4 39.0 Accumulated deficit (239.7) (281.6) -------- -------- Total stockholders' equity 422.8 382.9 -------- -------- Total liabilities and stockholders' equity $4,935.2 $5,074.7 ======== ========
See accompanying notes to condensed consolidated financial statements. 4 5 SAFEWAY INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (in millions, except per share amounts) (Unaudited)
12 Weeks Ended --------------------- March 26, March 27, 1994 1993 --------- --------- Sales $ 3,491.8 $ 3,404.6 Cost of goods sold (2,540.1) (2,478.9) --------- --------- Gross profit 951.7 925.7 Operating and administrative expenses (834.3) (883.4) --------- --------- Operating profit 117.4 42.3 Interest expense (55.8) (63.2) Equity in earnings of unconsolidated affiliates 10.5 16.1 Other income, net 1.4 1.7 --------- --------- Income (loss) before income taxes 73.5 (3.1) Income taxes (31.6) 1.4 --------- --------- Net income (loss) $ 41.9 $ (1.7) ========= ========= Primary and fully diluted earnings (loss) per common share and common share equivalent $ 0.34 $ (0.02) ========= ========= Weighted average common shares and common share equivalents: Primary 124.0 100.3 Fully diluted 124.9 100.4
See accompanying notes to condensed consolidated financial statements. 5 6 SAFEWAY INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (in millions) (Unaudited)
12 Weeks Ended ------------------------ March 26, March 27, 1994 1993 --------- --------- CASH FLOW FROM OPERATIONS: Net income (loss) $ 41.9 $ (1.7) Reconciliation to net cash flow from operations: Depreciation and amortization 74.7 76.3 LIFO expense 2.3 3.2 Equity in undistributed earnings of unconsolidated affiliates (10.5) (16.1) Other 10.3 (0.6) Change in working capital items: Receivables and prepaids (2.3) 4.3 Inventories at FIFO cost 20.8 9.3 Payables and accruals (87.7) (30.4) Income taxes 16.8 (13.6) --------- --------- Net cash flow from operations 66.3 30.7 --------- --------- CASH FLOW FROM INVESTING ACTIVITIES: Cash paid for property additions (55.9) (43.4) Proceeds from sale of property 5.3 10.8 Other (22.9) (7.4) --------- --------- Net cash flow used by investing activities (73.5) (40.0) --------- --------- CASH FLOW FROM FINANCING ACTIVITIES: Additions to short-term borrowings -- 26.0 Payments on short-term borrowings (34.0) (14.9) Additions to long-term borrowings 24.9 61.4 Payments on long-term borrowings (69.4) (97.1) Net proceeds from sale of common stock 4.6 0.5 Other (1.0) 1.1 --------- --------- Net cash flow used by financing activities (74.9) (23.0) --------- --------- Decrease in cash and equivalents (82.1) (32.3) CASH AND EQUIVALENTS: Beginning of period 118.4 96.6 --------- --------- End of period $ 36.3 $ 64.3 ========= =========
See accompanying notes to condensed consolidated financial statements. 6 7 SAFEWAY INC. AND SUBSIDIARIES NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) NOTE A - BASIS OF PRESENTATION The accompanying condensed consolidated financial statements of Safeway Inc. and subsidiaries ("Safeway" or the "Company") for the 12 weeks ended March 26, 1994, and March 27, 1993, are unaudited and, in the opinion of management, contain all adjustments that are of a normal and recurring nature necessary to present fairly the financial position and results of operations for such periods. The condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and related notes contained in the Company's 1993 Annual Report to Stockholders. The results of operations for the 12 weeks ended March 26, 1994, are not necessarily indicative of the results expected for the full year. NOTE B - INVENTORY The results of operations reflect the application of the LIFO method of valuing certain domestic inventories, based upon estimated annual inflation ("LIFO Indices"). LIFO expense was $2.3 million and $3.2 million in the first quarter of 1994 and 1993. Actual LIFO Indices are calculated during the fourth quarter of the year based upon a statistical sampling of inventories. NOTE C - INVESTMENTS IN AFFILIATES Investments in affiliates consist of a 35% interest in The Vons Companies, Inc. ("Vons") which operates approximately 345 supermarkets located mostly in southern California and a 49% interest in Casa Ley, S.A. de C.V. which operates 57 stores in western Mexico. The Company's recorded investment in Vons at March 26, 1994, was $231.6 million, including goodwill of $47.9 million that is being amortized over a 40 year life. Income from Safeway's equity investment in Vons, recorded on a one-quarter delay basis, was $6.3 million for the first quarter of 1994 compared to $9.7 million for the same period in 1993. At March 26, 1994, the Company's 15.1 million shares of the outstanding common stock of Vons had an aggregate market value of $264.7 million as quoted on the New York Stock Exchange. 7 8 SAFEWAY INC. AND SUBSIDIARIES NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) NOTE C - INVESTMENTS IN AFFILIATES (CONTINUED) Summarized financial information derived from Vons' financial reports to the Securities and Exchange Commission is as follows (in millions):
January 2, January 3, 1994 1993 ---------- ---------- FINANCIAL POSITION Current assets $ 473.4 $ 464.7 Property and capital leases 1,215.6 1,032.2 Other assets 560.5 569.1 -------- -------- Total assets $2,249.5 $2,066.0 ======== ======== Current liabilities $ 542.7 $ 556.5 Long-term obligations 1,181.9 1,016.3 Shareholders' equity 524.9 493.2 -------- -------- Total liabilities and shareholders' equity $2,249.5 $2,066.0 ======== ========
12 Weeks Ended 13 Weeks Ended January 2, January 3, 1994 1993 -------------- -------------- RESULTS OF OPERATIONS Sales $ 1,170.5 $ 1,359.6 Cost of sales and other expenses (1,151.6) (1,332.0) --------- --------- Income before extraordinary item 18.9 27.6 Extraordinary item -- (0.1) --------- --------- Net income $ 18.9 $ 27.5 ========= =========
Vons reported that its decline in net income for the quarter ended January 2, 1994, reflected the impact of both a 7.7% decline in same-store sales and an extra week in the quarter ended January 3, 1993. 8 9 SAFEWAY INC. AND SUBSIDIARIES NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) NOTE D - FINANCING Notes and debentures were composed of the following at March 26, 1994, and January 1, 1994 (in millions):
March 26, 1994 January 1, 1994 ------------------------ ----------------------- Long-term Current Long-term Current --------- ------- --------- ------- Bank Credit Agreement, secured $ 30.0 $ 35.0 Working Capital Credit Agreement, secured 309.6 340.3 9.30% Senior Secured Debentures due 2007 100.0 100.0 10% Senior Notes due 2002, unsecured 74.0 74.0 10% Senior Subordinated Notes due 2001, secured 300.0 300.0 9.875% Senior Subordinated Debentures due 2007, secured 150.0 150.0 9.65% Senior Subordinated Debentures due 2004, secured 300.0 300.0 9.35% Senior Subordinated Notes due 1999, secured 250.0 250.0 Mortgage notes payable, secured 482.3 $ 63.1 494.5 $ 72.8 Other notes payable, unsecured 242.3 81.8 243.9 81.8 Other bank borrowings, unsecured -- -- -- 34.0 -------- ------ -------- ------ $2,238.2 $144.9 $2,287.7 $188.6 ======== ====== ======== ======
Note B to the Company's consolidated financial statements on pages 25 through 27 of the 1993 Annual Report to Stockholders, and the information appearing under the caption "Terms of Outstanding Indebtedness" in Item 1 of the Company's 1993 Form 10-K describe all of the material restrictive covenants of the Company's subordinated indebtedness. In April 1994, the Company revised the Bank Credit Agreement and Working Capital Credit Agreement (together the "Bank Agreements"). The revisions extend the maturity of the Bank Agreements by one year to 1998. The revisions also include a $150 million voluntary reduction of the borrowing capacity under the Bank Agreements, which decreases the annual commitment fees by $0.6 million and leaves remaining commitments of $1.25 billion. The revisions permit the Company to purchase its Senior Subordinated Debt up to $300 million per year, or $500 million over the life of the Bank Agreements. Since the end of the first quarter through May 2, 1994, using cash from operations and borrowings under the Bank Agreements, Safeway purchased $102.9 of Senior Subordinated Debt, consisting of $18.1 million of 10% Senior Subordinated Notes due 2001, $33.0 million of 9.875% Senior Subordinated Debentures due 2007, $36.9 million of 9.65% Senior Subordinated Debentures due 2004, and $14.9 million of 9.35% Senior Subordinated Notes due 1999. Since the end of the first quarter through May 2, 1994, the Company also purchased $9.5 million of 10% Senior Notes due 2002 using cash from operations and borrowings under the Bank Agreements. The Company will record extraordinary losses for the amount of premiums paid to purchase debt and the write-off of related deferred finance costs. The Company may from time to time make additional purchases of its Senior Subordinated Debt and Senior Debt through privately negotiated or open market transactions. 9 10 SAFEWAY INC. AND SUBSIDIARIES NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) NOTE E - CONTINGENCIES Note H to the Company's consolidated financial statements, under the caption "Legal Matters" on pages 32 and 33 of the 1993 Annual Report to Stockholders, provides information on significant claims and litigation in which the Company is involved. In April 1994, the parties filed, and the court granted preliminary approval of, a proposed voluntary consent decree in settlement of the class action lawsuits reported in Note H. The settlement covers over 20,000 current and former employees at more than 200 store locations in Northern California and provides for a fund of $5.0 million for payments to certain class members and an additional payment of $2.5 million in attorneys' fees and costs. The consent decree includes provisions for enhancing the Company's equal opportunity programs by setting additional affirmative action goals for certain retail positions, tracing the distribution of hours of work and training opportunities, and continuing a system for posting job vacancies. The court has scheduled a hearing in June 1994 to determine the fairness of the proposed settlement. 10 11 SAFEWAY INC. AND SUBSIDIARIES MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS RESULTS OF OPERATIONS Safeway's net income for the first quarter (12 weeks) ended March 26, 1994, was $41.9 million ($0.34 per share) compared to a loss of $1.7 million ($0.02 per share) in the first quarter of 1993. The first-quarter 1993 results were reduced by a $27.5 million after-tax charge ($0.24 per share) for a voluntary employee buyout program in Safeway's Alberta, Canada division. Sales were $3.5 billion in the first quarter of 1994 compared to sales of $3.4 billion in the same period of 1993. Same-store sales increased 4.2% in the first quarter of 1994 (excluding the effect of the Canadian exchange rate), continuing a six-quarter trend of improving same-store sales. Despite low food price inflation, Safeway achieved sales growth in the first quarter of 1994. The savings from efforts to lower the Company's fundamental cost of doing business were reinvested into improved service and more competitive pricing. The Company has simplified work methods in the stores, streamlined the support functions at corporate headquarters and retail division offices, achieved labor cost parity through competitive labor contracts signed in Alberta, and improved inventory management. Gross profit was 27.26% of sales in the first quarter of 1994 compared to 27.19% in the first quarter of 1993. LIFO expense decreased to $2.3 million in the first quarter of 1994 from $3.2 million in the first quarter of 1993, reflecting the Company's expectation of low inflation for the year. Operating and administrative expense was 23.89% of sales in the first quarter of 1994 compared to 25.95% of sales in the first quarter of 1993. Excluding the $50.0 million pretax charge for the 1993 Alberta buyout, operating and administrative expense was 24.48% of sales in the first quarter of 1993. Higher sales, competitive labor contracts in Alberta, and programs to control expenses have combined to reduce operating and administrative expense as a percent of sales in 1994. Interest expense fell $7.4 million to $55.8 million in the first quarter of 1994, primarily because of reduced short-term borrowings and lower short-term interest rates. Short-term borrowings decreased due to increased operating cash flow and improved working capital management. Equity in earnings of unconsolidated affiliates, recorded on a one-quarter delay basis, decreased to $10.5 million in the first quarter of 1994 from $16.1 million in the first quarter of 1993 primarily because of reduced income from Safeway's 35% equity investment in Vons, the leading supermarket chain in southern California. Vons reported that its net income for the quarter ended January 2, 1994, reflected the impact of both a 7.7% decline in same-store sales and an extra week in the prior year. Income from Safeway's 49% equity investment in Casa Ley was down slightly in the first quarter of 1994 compared to 1993 due to changes in the competitive environment in Mexico. 11 12 SAFEWAY INC. AND SUBSIDIARIES MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS LIQUIDITY AND FINANCIAL RESOURCES In April 1994, the Company revised the Bank Credit Agreement and Working Capital Credit Agreement (together the "Bank Agreements"). The revisions extend the maturity of the Bank Agreements by one year to 1998. The revisions also include a $150 million voluntary reduction of the borrowing capacity under the Bank Agreements, which decreases the annual commitment fees by $0.6 million and leaves remaining commitments of $1.25 billion. The revisions permit the Company to purchase its Senior Subordinated Debt up to $300 million per year, or $500 million over the life of the Bank Agreements. Since the end of the first quarter through May 2, 1994, using cash from operations and borrowings under the Bank Agreements, Safeway purchased $102.9 of Senior Subordinated Debt, consisting of $18.1 million of 10% Senior Subordinated Notes due 2001, $33.0 million of 9.875% Senior Subordinated Debentures due 2007, $36.9 million of 9.65% Senior Subordinated Debentures due 2004, and $14.9 million of 9.35% Senior Subordinated Notes due 1999. Since the end of the first quarter through May 2, 1994, the Company also purchased $9.5 million of 10% Senior Notes due 2002 using cash from operations and borrowings under the Bank Agreements. The Company will record extraordinary losses for the amount of premiums paid to purchase debt and the write-off of related deferred finance costs. The Company may from time to time make additional purchases of its Senior Subordinated Debt and Senior Debt through privately negotiated or open market transactions. Operating cash flow, as presented below, provides a measure of the Company's ability to generate cash to pay interest and fixed charges, and facilitates the comparison of Safeway's results of operations with those of companies having different capital structures. Safeway's computation of operating cash flow is as follows (dollars in millions):
12 Weeks Ended --------------------------- March 26, March 27, 1994 1993 -------- -------- Income (loss) before income taxes $ 73.5 $ (3.1) LIFO expense 2.3 3.2 Interest expense 55.8 63.2 Depreciation and amortization 74.7 76.3 Equity in earnings of unconsolidated affiliates (10.5) (16.1) ------ ------ Operating cash flow $195.8 $123.5 ====== ====== As a percent of sales 5.61% 3.63% ====== ====== As a multiple of interest expense 3.51 1.95 ====== ======
Excluding the Alberta buyout charge, operating cash flow for the first quarter of 1993 was 5.10% of sales and a 2.75 multiple of interest expense. Cash flow from operations supplemented by credit available under the Bank Agreements are the Company's primary sources of short-term liquidity. At March 26, 1994, the Company had available unused borrowing capacity of $907.5 million under the Bank Agreements. After the April revisions to the Bank Agreements, which decreased the commitments thereunder to $1.25 billion, unused borrowing capacity was $757.5 million. Management believes that this amount is adequate to meet the Company's requirements. 12 13 SAFEWAY INC. AND SUBSIDIARIES MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS CAPITAL EXPENDITURE PROGRAM A key component of the Company's long-term strategy is its capital expenditure program. In order to enhance the quality of projects and to focus on near-term operating challenges, Safeway scaled back its capital expenditure program in 1993, investing $290.2 million to open 14 stores and complete 45 major remodels. During 1994, the Company expects to invest approximately $400 million for capital expenditures, while opening 15 to 20 new stores and completing 50 to 60 remodels. For the first 12 weeks of 1994, capital expenditures totaled $48.2 million. Safeway expects to increase its level of capital expenditures gradually over time. 13 14 SAFEWAY INC. AND SUBSIDIARIES PART II OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS Note H to the Company's consolidated financial statements, under the caption "Legal Matters" on pages 32 and 33 of the 1993 Annual Report to Stockholders, provides information on significant claims and litigation in which the Company is involved. In April 1994, the parties filed, and the court granted preliminary approval of, a proposed voluntary consent decree in settlement of the class action lawsuits reported in Note H. The settlement covers over 20,000 current and former employees at more than 200 store locations in Northern California and provides for a fund of $5.0 million for payments to certain class members and an additional payment of $2.5 million in attorneys' fees and costs. The consent decree includes provisions for enhancing the Company's equal opportunity programs by setting additional affirmative action goals for certain retail positions, tracing the distribution of hours of work and training opportunities, and continuing a system for posting job vacancies. The court has scheduled a hearing in June 1994 to determine the fairness of the proposed settlement. 14 15 SAFEWAY INC. AND SUBSIDIARIES ITEM 6(a). EXHIBITS Exhibit 4(i).1 Form of Warrant Agreement between the Company and The First National Bank of Boston as Warrant Agent relating to Warrants to purchase shares of common stock of the Company (incorporated by reference to Exhibit 4.5 to Registration Statement No. 33-9913) and Amendment to the Warrant Agreement between the Company and The First National Bank of Boston as Warrant Agent relating to Warrants to purchase shares of common stock of the Company (incorporated by reference to Exhibit 4(i).6 to Registrant's Form 10-K for the year ended December 30, 1989). Exhibit 4(i).2 Specimen Warrant (incorporated by reference to Exhibit 4(i).5 to Registration Statement No. 33-33388). Exhibit 4(i).3 Specimen Common Stock Certificate (incorporated by reference to Exhibit 4(i).2 to Registration Statement No. 33-33388). Exhibit 4(i).4 Registration Rights Agreement dated November 25, 1986, between the Company and certain limited partnerships (incorporated by reference to Exhibit 4(i).4 to Registration Statement No. 33-33388). Exhibit 4(i).5 Indenture dated as of November 20, 1991, among the Company and The Bank of New York as Trustee relating to the Company's Senior Subordinated Debt Securities (incorporated by reference to Exhibit 4.1 of Registrant's Form 8-K dated November 13, 1991). Exhibit 4(i).6 Form of Officers' Certificate establishing the terms of the 10% Senior Subordinated Notes due December 1, 2001, including the form of Note (incorporated by reference to Exhibit 4.4 of Registrant's Form 8-K dated November 13, 1991). Exhibit 4(i).7 Form of Officers' Certificate establishing the terms of the 9.65% Senior Subordinated Debentures due January 15, 2004, including the form of Debenture (incorporated by reference to Exhibit 4.1 of Registrant's Form 8-K dated January 15, 1992). Exhibit 4(i).8 Indenture dated as of February 1, 1992, between the Company and The First National Bank of Chicago as Trustee relating to the Company's 9.30% Senior Secured Debentures due 2001, including the form of Debenture and the forms of Deed of Trust and Environmental Indemnity Agreement attached as exhibits thereto (incorporated by reference to Exhibit 4(i).14 to Registrant's Form 10-K for the year ended December 28, 1991). Exhibit 4(i).9 Indenture dated as of March 15, 1992, between the Company and Harris Trust and Savings Bank as Trustee relating to the Company's Senior Subordinated Debt Securities (incorporated by reference to Exhibit 4.1 of Registrant's Form 8-K dated March 17, 1992). Exhibit 4(i).10 Form of Officers' Certificate establishing the terms of the 9.35% Senior Subordinated Notes due March 15, 1999, and the 9.875% Senior Subordinated Debentures due March 15, 2007, including the form of Note and form of Debenture (incorporated by reference to Exhibit 4.2 of Registrant's Form 8-K dated March 17, 1992). Exhibit 4(i).11 Indenture dated as of September 1, 1992, between the Company and The Chase Manhattan Bank (National Association), as Trustee relating to the Company's Debt Securities (incorporated by reference to Exhibit 4.1 of Registrant's Form 8-K dated September 16, 1992).
15 16 SAFEWAY INC. AND SUBSIDIARIES ITEM 6(a). EXHIBITS (CONTINUED) Exhibit 4(i).12 Form of Officers' Certificate relating to the Company's Fixed Rate Medium-Term Notes and the Company's Floating Rate Medium-Term Notes, form of Fixed Rate Note and form of Floating Rate Note (incorporated by reference to Exhibits 4.2, 4.3 and 4.4 of Registrant's Form 8-K dated September 16, 1992). Exhibit 4(i).13 Form of Officers' Certificate establishing the terms of a separate series of Safeway Inc.'s Medium-Term Notes entitled 10% Senior Notes due November 1, 2002, including the form of Note (incorporated by reference to Exhibits 4.1 and 4.2 of Registrant's Form 8-K dated November 5, 1992). Exhibit 4(i).14 Form of Officers' Certificate establishing the terms of a separate series of Safeway Inc.'s Medium-Term Notes entitled Medium-Term Notes due June 1, 2003 (Series OPR-1), including the form of Note (incorporated by reference to Exhibits 4.1 and 4.2 of Registrant's Form 8-K dated June 1, 1993). Exhibit 4(i).15 Company Pledge Agreement dated as of November 24, 1986, between the Company and Bankers Trust Company, as collateral agent, form of First Amendment thereto dated as of June 12, 1990, and form of Second Amendment thereto dated as of November 8, 1991 (incorporated by reference to Exhibit 4.5 of Registrant's Form 8-K dated November 13, 1991) and Third Amendment dated as of January 28, 1992, to Company Pledge Agreement between the Company and Bankers Trust Company, as collateral agent and interest rate exchanger (incorporated by reference to Exhibit 4.3 of Registrant's Form 8-K dated March 17, 1992). Exhibit 4(i).16 Trademark Security Agreement and Conditional Assignment dated as of November 24, 1986, between the Company and Bankers Trust Company, as collateral agent, form of First Amendment thereto dated as of June 12, 1990, and form of Second Amendment thereto dated as of November 8, 1991 (incorporated by reference to Exhibit 4.6 of Registrant's Form 8-K dated November 13, 1991) and Third Amendment dated as of January 28, 1992, to Safeway Pledge Agreement between the Company and Bankers Trust Company, as collateral agent and interest rate exchanger (incorporated by reference to Exhibit 4.4 of Registrant's Form 8-K dated March 17, 1992). Exhibit 4(i).17 Pledge and Security Agreement dated as of November 26, 1986, between the Company and Bankers Trust Company, as collateral agent, form of First Amendment thereto dated as of June 12, 1990, and form of Second Amendment thereto dated as of November 8, 1991 (incorporated by reference to Exhibit 4.7 of Registrant's Form 8-K dated November 13, 1991) and Third Amendment dated as of January 28, 1992, to Company Pledge and Security Agreement (Inventory) between the Company and Bankers Trust Company, as collateral agent and interest rate exchanger (incorporated by reference to Exhibit 4.5 of Registrant's Form 8-K dated March 17, 1992).
16 17 SAFEWAY INC. AND SUBSIDIARIES ITEM 6(a). EXHIBITS (CONTINUED) Exhibit 4(i).18 Intercreditor Agreement (Company Pledge) dated as of November 24, 1986, among the Company, Bankers Trust Company, as agent and collateral agent, Harris Trust and Savings Bank and Norwest Bank Minneapolis, N.A., and form of First Amendment thereto dated as of November 8, 1991 (incorporated by reference to Exhibit 4.8 of Registrant's Form 8-K dated November 13, 1991) and Second Amendment dated as of January 28, 1992, to Intercreditor Agreement (Company Pledge), among the Company, Bankers Trust Company, as agent, collateral agent and interest rate exchanger, Harris Trust and Savings Bank, Norwest Bank Minneapolis, N.A., and The Bank of New York (incorporated by reference to Exhibit 4.6 of Registrant's Form 8-K dated March 17, 1992). Exhibit 4(i).19 Intercreditor Agreement (Substitute Collateral) dated as of November 24, 1986, among the Company, Bankers Trust Company, as agent and collateral agent, Harris Trust and Savings Bank, and Norwest Bank Minneapolis, N.A., and form of First Amendment thereto dated as of November 8, 1991 (incorporated by reference to Exhibit 4.9 of Registrant's Form 8-K dated November 13, 1991) and Second Amendment dated as of January 28, 1992, to Intercreditor Agreement (Substitute Collateral) among the Company, Bankers Trust Company, as agent, collateral agent and interest rate exchanger, Harris Trust and Savings Bank, Norwest Bank Minneapolis, N.A., and The Bank of New York (incorporated by reference to Exhibit 4.7 of Registrant's Form 8-K dated March 17, 1992). Exhibit 4(i).20 Form of Second Amended and Restated Credit Agreement dated as of June 12, 1990, incorporating changes through the Third Amendment dated as of August 7, 1991, the Fourth Amendment dated November 8, 1991, and the Fifth Amendment dated January 28, 1992, among the Company, the banks listed therein, and Bankers Trust Company as Lead Manager and Agent (incorporated by reference to Exhibit 4(i).19 to Registrant's Form 10-K for the year ended January 2, 1993), and the Extension Agreement and Sixth Amendment dated March 31, 1994. Exhibit 4(i).21 Form of Second Amended and Restated Working Capital Credit Agreement dated as of June 14, 1990, incorporating changes through the Third Amendment dated as of August 7, 1991, the Fourth Amendment dated November 8, 1991, and the Fifth Amendment dated January 28, 1992, among the Company, the Banks listed therein, and Bankers Trust Company as Lead Manager and Agent (incorporated by reference to Exhibit 4(i).20 to Registrant's Form 10-K for the year ended January 2, 1993), and the Extension Agreement and Sixth Amendment dated March 31, 1994. Exhibit 4(iii) Registrant agrees to provide the Securities and Exchange Commission, upon request, copies of instruments defining the rights of holders of long-term debt of Registrant and all of its subsidiaries for which consolidated financial statements are required to be filed with the Securities and Exchange Commission. Exhibit 10(iii).1* Safeway Inc. Outside Director Equity Purchase Plan (incorporated by reference to Exhibit 4.1 to Registration Statement No. 33-36753).
____________________________________ * Management contract, or compensatory plan or arrangement. 17 18 SAFEWAY INC. AND SUBSIDIARIES ITEM 6(a). EXHIBITS (CONTINUED) Exhibit 10(iii).2* Share Appreciation Rights Plan of Canada Safeway Limited (incorporated by reference to Exhibit 10(iii).17 to Registrant's Form 10-K for the year ended December 29, 1990) and Amendment No. 1 thereto dated December 13, 1991 (incorporated by reference to Exhibit 10(iii).17 to Registrant's Form 10-K for the year ended December 28, 1991). Exhibit 10(iii).3* Share Appreciation Rights Plan of Lucerne Foods Ltd. (incorporated by reference to Exhibit 10(iii).18 to Registrant's Form 10-K for the year ended December 29, 1990) and Amendment No. 1 thereto dated December 13, 1991 (incorporated by reference to Exhibit 10(iii).18 to Registrant's Form 10-K for the year ended December 28, 1991). Exhibit 10(iii).4* Letter Agreement dated March 24, 1993, between the Company and Peter A. Magowan (incorporated by reference to Exhibit 10(iii).6 to Registrant's Form 10-Q for the quarterly period ending June 19, 1993). Exhibit 10(iii).5* Settlement Agreement and General Release of Claims dated October 6, 1993, between the Company and Robert H. Kinnie (incorporated by reference to Exhibit 10(iii).8 to Registrant's Form 10-Q for the quarterly period ending September 11, 1993). Exhibit 10(iii).6* Stock Option Plan for Consultants of Safeway Inc. (incorporated by reference to Exhibit 10(iii).7 to Registrant's Form 10-Q for the quarterly period ending June 19, 1993). Exhibit 10(iii).7* First Amendment to the Stock Option Plan for Consultants of Safeway Inc. (incorporated by reference to Exhibit 10(iii).7 to Registrant's Form 10-K for the year ended January 1, 1994). Exhibit 10(iii).8* 1994 Amended and Restated Stock Option and Incentive Plan for Key Employees of Safeway Inc. (incorporated by reference to Exhibit 10(iii).8 to Registrant's Form 10-K for the year ended January 1, 1994). Exhibit 10(iii).9* Operating Performance Bonus Plan for Executive Officers of Safeway Inc. (incorporated by reference to Exhibit 10(iii).9 to Registrant's Form 10-K for the year ended January 1, 1994). Exhibit 10(iii).10* Capital Performance Bonus Plan (incorporated by reference to Exhibit 10(iii).10 to Registrant's Form 10-K for the year ended January 1, 1994). Exhibit 10(iii).11* Retirement Restoration Plan of Safeway Inc. (incorporated by reference to Exhibit 10(iii).11 to Registrant's Form 10-K for the year ended January 1, 1994). Exhibit 11.1 Computation of Earnings Per Common Share and Common Share Equivalent. Exhibit 27.1 Financial Data Schedule.
____________________________________ * Management contract, or compensatory plan or arrangement. ITEM 6(B). REPORTS ON FORM 8-K. On March 11, 1994, the Company filed a Form 8-K listing under item 7 (Exhibits) its Computation of Ratio of Earnings to Fixed Charges for the fourth quarter of 1993. 18 19 SAFEWAY INC. AND SUBSIDIARIES SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. Date: May 5, 1994 \s\ Steven A. Burd ---------------- ------------------ Steven A. Burd President and Chief Executive Officer Date: May 5, 1994 \s\ Julian C. Day ---------------- ------------------ Julian C. Day Executive Vice President and Chief Financial Officer 19 EX-4.I20 2 EXHIBIT 4(I).20 1 Exhibit 4(i).20 SAFEWAY INC. EXTENSION AGREEMENT AND SIXTH AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT DATED AS OF MARCH 31, 1994 This EXTENSION AGREEMENT AND SIXTH AMENDMENT dated as of March 31, 1994 (this "Amendment") to the Second Amended and Restated Credit Agreement dated as of June 12, 1990, as amended by a First Amendment dated as of March 22, 1991, a Second Amendment dated as of June 7, 1991, a Third Amendment dated as of August 7, 1991, a Fourth Amendment and Consent to Documents dated as of November 8, 1991 and a Fifth Amendment to Second Amended and Restated Credit Agreement and Consent to Documents dated as of January 28, 1992 (as so amended, the "Credit Agreement"), is by and among Safeway Inc., a Delaware corporation ("Company"), the financial institutions named on the signature pages hereof ("Banks"), Bankers Trust Company ("Bankers"), as Lead Manager and Agent for Banks ("Agent"), the Managers named on the signature pages hereof ("Managers"), the Co-Managers named on the signature pages hereof ("Co-Managers"), the Guarantors named on the signature pages hereof ("Guarantors") and the Pledgors named on the signature pages hereof ("Pledgors"). Capitalized terms used herein without definition shall have the same meanings herein as set forth in the Credit Agreement. RECITALS WHEREAS, Company and Canadian Borrowers propose to reduce voluntarily the Working Capital Commitments by $150,000,000 and, in connection with such reduction, Company is requesting that the First Commitment Reduction Date, the Second Commitment Reduction Date and the Commitment Termination Date be extended for one year and that Requisite Banks agree to amend the Credit Agreement to amend various covenants and to eliminate various provisions which are obsolete; WHEREAS, subject to the terms and conditions contained herein, Banks, Managers, Co-Managers and Agent are willing to grant such extension and to agree to such amendments to the Credit Agreement; WHEREAS, Guarantors desire expressly to consent to this Amendment and to reaffirm the effectiveness of the First Tier Guaranty, the Second Tier Guaranty, the Guaranty and Assumption Agreement and the Contribution Agreement; and 2 WHEREAS, Pledgors desire expressly to consent to this Amendment and to reaffirm the effectiveness of the Company Pledge Agreement, the Safeway Pledge Agreement, the Inventory Pledge Agreement, the First Tier Pledge Agreements and the Second Tier Pledge Agreements. AGREEMENT NOW, THEREFORE, in consideration of the terms and conditions herein contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: SECTION 1. REQUEST TO EXTEND COMMITMENTS. Company hereby requests that the First Commitment Reduction Date, the Second Commitment Reduction Date and the Commitment Termination Date be extended for one year as contemplated by subsection 2.12 of the Credit Agreement. Each Bank electing to consent to such extension shall for the purposes of subsection 2.12 of the Credit Agreement be deemed to consent to such extension upon its execution and delivery to Agent of a consent to such extension in the form attached as Annex A to this Amendment. SECTION 2. AMENDMENTS TO THE CREDIT AGREEMENT. A. Subsection 1.1 of the Credit Agreement is hereby amended by deleting the defined terms "Senior Subordinated Notes" and "Subordinated Debentures" therefrom in their entirety and by amending and restating the definitions of First Tier Guaranty, First Tier Pledge Agreement, Second Tier Guaranty, Second Tier Pledge Agreement and Permitted Refinancing Applications in their entirety as follows: "'FIRST TIER GUARANTY' means, collectively, the Guaranty Agreement dated as of August 28, 1986, executed and delivered by the First Tier Subsidiaries (as defined in the Initial Credit Agreement) pursuant to the Initial Credit Agreement, a conformed copy of which is annexed hereto as EXHIBIT X, the Guaranty Agreement dated as of August 7, 1991, executed by Safeway Warehouse, Inc. having provisions substantially similar to those set forth in EXHIBIT X annexed hereto, and any other Guaranty Agreement substantially in the form of EXHIBIT X annexed hereto executed after the date hereof by any other direct Subsidiary of Company (which Subsidiary shall, in connection with the execution of such Guaranty Agreement, take such actions as are necessary to become a "Guarantor" party to the Contribution Agreement), in each case as such Guaranty Agreements may be amended, supplemented or otherwise modified from time to time." 2 3 "'FIRST TIER PLEDGE AGREEMENTS' means, collectively, the Pledge Agreements dated as of November 24, 1986, conformed copies of which are annexed as EXHIBIT XVI hereto, executed and delivered by each First Tier Subsidiary (as defined in the Initial Credit Agreement), and any other Pledge Agreement substantially in the form of the Pledge Agreements annexed as EXHIBIT XVI hereto executed after the date hereof by any direct Subsidiary of Company which executes and delivers a First Tier Guaranty after the date hereof and which has any Subsidiaries, in each case as such First Tier Subsidiary Pledge Agreements may be amended, supplemented or otherwise modified from time to time, including pursuant to the form of Pledge Agreement Amendment annexed as EXHIBIT XXIII hereto." "'PERMITTED REFINANCING APPLICATIONS' means, for the purposes of subsection 6.1(xiv) with respect to the application of the proceeds of any Refinancing Indebtedness, the repayment, redemption or repurchase and cancellation of secured and unsubordinated Indebtedness of Company or its Subsidiaries (including, without limitation, the Obligations and Working Capital Obligations); provided that "Permitted Refinancing Applications" shall also include, in the case of any Refinancing Indebtedness that is unsecured and unsubordinated, the repayment, redemption or repurchase and cancellation of unsecured and unsubordinated Indebtedness of Company and its Subsidiaries and, in the case of any Refinancing Indebtedness that is Subordinated Indebtedness, the repayment, redemption or repurchase and cancellation of any other Indebtedness of Company and its Subsidiaries." "'SECOND TIER GUARANTY' means, collectively, the Guaranty Agreement dated as of August 28, 1986, executed and delivered by the Domestic Second Tier Subsidiaries (as defined in the Initial Credit Agreement) and Australian Second Tier Subsidiary (as defined in the Initial Credit Agreement), a conformed copy of which is annexed as EXHIBIT XI hereto, and any other Guaranty Agreement substantially in the form of EXHIBIT XI annexed hereto executed after the date hereof by any other indirect Subsidiary of Company (which Subsidiary shall, in connection with the execution of such Guaranty Agreement, take such actions as are necessary to become a "Guarantor" party to the Contribution Agreement), in each case as such Guaranty Agreements may be amended, supplemented or otherwise modified from time to time." 3 4 "'SECOND TIER PLEDGE AGREEMENTS' means, collectively, the Pledge Agreements dated as of November 24, 1986, executed and delivered by the Second Tier Subsidiaries (as defined in the Initial Credit Agreement), a form of which is annexed as EXHIBIT XVII hereto, and any other Pledge Agreement substantially in the form of the Pledge Agreement annexed as EXHIBIT XVII hereto executed after the date hereof by any other indirect Subsidiary of Company which executes and delivers a Second Tier Guaranty after the date hereof and which has any Subsidiaries, in each case as such Pledge Agreements may hereafter be amended, supplemented or otherwise modified from time to time, including pursuant to the form of Pledge Agreement Amendment to the Second Tier Pledge Agreements annexed as EXHIBIt XXIII hereto." B. Subsection 1.1 of the Credit Agreement is hereby further amended by adding thereto the following defined terms in the appropriate alphabetical order: "'WORKING CAPITAL CONTRIBUTION AGREEMENT' has the meaning assigned to the term 'Contribution Agreement' in the Working Capital Credit Agreement." "'WORKING CAPITAL FIRST TIER GUARANTY' has the meaning assigned to the term 'First Tier Guaranty' in the Working Capital Credit Agreement." "'WORKING CAPITAL GUARANTOR' means any Subsidiary of Company party to (a) a Working Capital First Tier Guaranty or a Working Capital Second Tier Guaranty and (b) the Working Capital Contribution Agreement." "'WORKING CAPITAL SECOND TIER GUARANTY' has the meaning assigned to the term 'Second Tier Guaranty' in the Working Capital Credit Agreement." C. Subsection 2.7A of the Credit Agreement is hereby amended by deleting the final sentence thereof in its entirety. D. Subsection 5.1(i) of the Credit Agreement is hereby amended and restated in its entirety as follows: "(i) [Intentionally Omitted];" E. Subsection 5.1(iv) of the Credit Agreement is hereby amended by deleting the phrase "subdivisions (i), (ii), and (iii) above" therefrom and substituting the phrase "subdivisions (ii) and (iii) above" therefor. F. Subsection 5.1(vi) of the Credit Agreement is hereby amended and restated in its entirety as follows: 4 5 "(vi) promptly upon receipt thereof, a copy of each comment letter submitted by independent public accountants to Company's or Safeway Canada's board of directors in connection with any annual audit conducted by such accountants;" G. Subsection 5.1(vii) of the Credit Agreement is hereby amended and restated in its entirety as follows: "(vii) promptly upon their becoming available, copies of all reports filed by Company on SEC Forms 10-K, 10-Q and 8-K and copies of all registration statements (and all amendments thereto) on SEC Forms S-1, S-3 and S-4 filed under the Securities Act." H. Subsection 5.1(xiii) of the Credit Agreement is hereby amended and restated in its entirety as follows: I. Subsection 6.1(ii) of the Credit Agreement is hereby amended by amending and restating the proviso at the end thereof in its entirety as follows: "provided that all such refinancing Indebtedness shall be unsecured and shall be money market or similar Indebtedness having a maturity of less than one year and shall be permitted under the indentures for the Senior Subordinated Debt;" J. Subsection 6.1(iii) of the Credit Agreement is hereby amended and restated in its entirety as follows: "(iii) Company may remain liable with respect to the Indebtedness evidenced by the Senior Subordinated Debt;" K. Subsection 6.1(xii) of the Credit Agreement is hereby amended by amending and restating the proviso at the end thereof in its entirety as follows: "provided that (a) all such Indebtedness permitted under this clause (xii) must be permitted under the indentures pursuant to which the Senior Subordinated Debt was issued, (b) the principal amount of all such Indebtedness shall never cause the Total Utilization of Commitments to exceed the Commitments and (c) Company shall not at any time be liable with respect to more than $250,000,000 of commercial paper sold in the United States;" 5 6 L. Subsection 6.3 of the Credit Agreement is hereby amended by deleting the word "and" at the end of subdivision (xiii) thereof and by deleting subdivision (xiv) thereof and the final proviso thereof in their entirety and substituting the following subdivisions (xiv) and (xv) and proviso therefor: "(xiv) Safeway Canada and Lucerne may purchase common stock of Company from Company to the extent such purchase is permitted pursuant to subsection 6.5(v); and (xv) In addition to the Investments permitted by clauses (i) - (xiv), Company and its Subsidiaries may make and own Investments with an aggregate fair market value of $100,000,000; provided that notwithstanding anything to the contrary in this Agreement, neither Company nor any of its Subsidiaries may make or own any Investments in any Margin Stock (other than Vons Stock permitted under subsection 6.3 (xi), capital stock permitted under subsection 6.3(xii) or common stock of Company permitted under subsection 6.3(xiv))." M. Subsection 6.5 of the Credit Agreement is hereby amended and restated in its entirety as follows: "6.5 RESTRICTED JUNIOR PAYMENTS Company will not, and will not permit any of its Subsidiaries to, directly or indirectly, declare, order, pay, make or set apart any sum for any Restricted Junior Payment except: (i) Company may make Restricted Junior Payments in respect of the Senior Subordinated Debt in accordance with the terms of, and only to the extent required by, the indenture pursuant to which such Indebtedness was issued which indenture has been previously approved by Agent and Requisite Banks excluding, however, any voluntary prepayments or voluntary redemptions that are not expressly permitted under clause (ii) below; 6 7 (ii) So long as no Event of Default or Potential Event of Default shall have occurred and be continuing or shall be caused thereby, Company may redeem, repay or repurchase Senior Subordinated Debt (a) with the proceeds of Refinancing Indebtedness constituting Subordinated Indebtedness or (b) with other funds (including, without limitation, the proceeds of Loans); provided that the aggregate principal amount of all such redemptions, repayments or repurchases pursuant to this clause (b) shall not exceed $300,000,000 in any fiscal year or $500,000,000 during the term of this Agreement; (iii) Company may make Restricted Junior Payments to cancel or repurchase stock or stock options granted to any Management Investor pursuant to a Subscription Agreement in the event of death, disability, termination of employment or retirement of any such Management Investor; (iv) Company may make cash payments, in an aggregate amount not exceeding $1,000,000, to the holders of Warrants in lieu of issuing fractional shares of its common stock in connection with the exercise of Warrants by such holders; and (v) any Canadian Borrower may purchase common stock of Company from Company, in an aggregate number of shares not exceeding one percent (1%) of the number of shares of Company's common stock issued and outstanding as of January 1, 1994, for the purpose of granting and permitting the exercise of stock awards or options." N. Subsection 6.7(ii) of the Credit Agreement is hereby amended by inserting, immediately after the words "Company or any" and immediately preceding the term "wholly-owned" in the second and eighth lines thereof, the term "direct or indirect". O. Subsection 6.7(v) of the Credit Agreement is hereby amended by amending and restating the proviso at the end thereof in its entirety as follows: "provided that notwithstanding the foregoing, Company and its Subsidiaries (a) may transfer property or assets with an aggregate fair market value not in excess of $15,000,000 to Canadian Second Tier Subsidiary and (b) may otherwise transfer property or assets to Company or any direct or indirect wholly-owned Subsidiary of Company that is a Guarantor and a Working Capital Guarantor and, in the event such Subsidiary has any Subsidiaries, a party to a Pledge Agreement; provided however that Company shall not pursuant to this clause (b) transfer property or assets having an aggregate fair market value in excess of $500,000,000 to its Subsidiaries;" P. Subsection 6.7(vi) of the Credit Agreement is hereby amended by amending and restating the proviso at the end thereof in its entirety as follows: 7 8 "provided that the aggregate amount of proceeds received from all such sales or dispositions from and after January 1, 1994, shall not exceed $275,000,000 in the aggregate;" SECTION 3. AMENDMENTS TO EXHIBIT VIII TO THE CREDIT AGREEMENT. Exhibit VIII to the Credit Agreement (Form of Compliance Certificate) is hereby amended by deleting such Exhibit in its entirety from the Credit Agreement and by substituting in lieu thereof Exhibit VIII as annexed to this Amendment. SECTION 4. REPRESENTATIONS AND WARRANTIES. In order to induce Banks to enter into this Amendment and to consent to the extension requested in Section 1, Company represents and warrants to each Bank that: A. No event would result from the execution of this Amendment and, after giving effect to this Amendment, no event has occurred or is continuing which constitutes an Event of Default or Potential Event of Default; B. After giving effect to this Amendment, the representations and warranties of Company contained in the Credit Agreement, as amended by this Amendment (the "Amended Credit Agreement") are true, correct and complete in all material respects on and as of the date hereof to the same extent as though made on and as of the date hereof, except that the representations and warranties need not be true and correct to the extent that changes in the facts and conditions on which such representations and warranties are based are required or permitted under the Credit Agreement; 8 9 C. This Amendment, the Amended Credit Agreement, and the consummation of the transactions contemplated hereby or thereby do not and will not (i) violate any provisions of law applicable to Company or any of its Subsidiaries, the Certificate of Incorporation or Bylaws of Company or any of its Subsidiaries, or any order, judgment or decree of any court or other agency of government binding on Company or any of its Subsidiaries, or (ii) conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under, the indentures pursuant to which any outstanding Subordinated Indebtedness (including, without limitation, the Senior Subordinated Debt) has been issued (the "Indentures") or any term of any other material agreement or instrument to which Company or any of its Subsidiaries is a party or by which any of their properties or assets are bound; D. If the Commitments were fully utilized as of the date hereof, all Indebtedness of Company with respect to the Loans under the Amended Credit Agreement would be within the definition of "Senior Indebtedness" contained in the Indentures, the definition of "Senior Secured Obligations" contained in the Company Pledge Agreement, the Inventory Pledge Agreement and the Safeway Pledge Agreement, the definition of "Secured Obligations" contained in the First Tier Pledge Agreements and the Second Tier Pledge Agreements and the definition of "Guarantied Obligations" contained in the First Tier Guaranty, the Second Tier Guaranty, the Guaranty and the Assumption Agreement and the Contribution Agreement; E. Each Loan Party has performed in all material respects all agreements and satisfied all conditions which the Credit Agreement and this Amendment provide shall be performed by it on or before the date hereof; F. The Guarantors mean and include Company and all of the First Tier Subsidiaries, the Second Tier Subsidiaries (including ICC Subsidiary but excluding the Canadian Second Tier Subsidiary) and the Domestic Third Tier Subsidiaries presently owned either directly or indirectly by Company; G. The Pledgors mean and include Company and all of the First Tier Subsidiaries and all of the Second Tier Subsidiaries (including ICC Subsidiary but excluding the Canadian Second Tier Subsidiary); H. The execution, delivery and performance by Company of this Amendment are within the corporate power of Company and have been duly authorized by all necessary corporate action on the part of Company, and this Amendment and the Amended Credit Agreement constitute the valid and binding obligations of Company enforceable against Company in accordance with their respective terms, subject to the effect of any applicable bankruptcy, insolvency, reorganization or other laws relating to or affecting the enforcement of creditors' rights generally; and 9 10 I. Each Loan Guaranty and the Contribution Agreement shall continue in full force and effect and remain the valid and binding obligations of the Guarantors party thereto enforceable against the Guarantors party thereto in accordance with their respective terms, subject to the effect of any applicable bankruptcy, insolvency, reorganization or other laws relating to or affecting the enforcement of creditors' rights generally. The Pledge Agreements shall continue in full force and effect and remain the valid and binding obligations of the Pledgors party thereto, enforceable against the Pledgors party thereto in accordance with their respective terms, subject to the effect of any applicable bankruptcy, insolvency, reorganization or other laws relating to or affecting the enforcement of creditors' rights generally. SECTION 5. CONDITIONS TO EFFECTIVENESS. This Amendment shall become effective on the first date Agent, on behalf of Banks, shall have received all of the following, in form and substance satisfactory to Agent (the "Sixth Amendment Effective Date"): A. Resolutions of the Board of Directors of Company authorizing and approving the execution, delivery and performance of this Amendment and resolutions of the Board of Directors of each Guarantor and each Pledgor authorizing and approving the execution and delivery of this Amendment, in each case certified by the corporate secretary or an assistant secretary of Company, each Guarantor and each Pledgor, as the case may be, as of the Sixth Amendment Effective Date; B. A certificate of the corporate secretary or an assistant secretary of Company, each Guarantor and each Pledgor which shall certify, as of the Sixth Amendment Effective Date, the names and offices of the officers of Company, each Guarantor and each Pledgor authorized to sign this Amendment; C. A counterpart hereof executed by a duly authorized officer of Company, Requisite Banks, Agent, each Guarantor and each Pledgor, or in the case of any Bank, telecopy or telephone confirmation from such Bank of its execution hereof; 10 11 D. An executed original irrevocable written notice of Company and Canadian Borrowers to Agent and Canadian Agents specifying, in accordance with the provisions of subsection 2.4E of the Working Capital Credit Agreement, that the Working Capital Commitments shall be permanently reduced by $150,000,000 on the date specified in such notice, which date shall be on or before the Sixth Amendment Effective Date; and E. Copies of an amendment to the Working Capital Credit Agreement executed by Requisite Banks (as defined therein) approving, among other things, the transactions contemplated by this Amendment. SECTION 6. THE GUARANTIES AND THE CONTRIBUTION AGREEMENT. In order to induce Banks to enter into this Amendment, each Guarantor represents and warrants to each Bank that the execution, delivery and performance by such Guarantor of this Amendment are within the corporate power of such Guarantor and have been duly authorized by all necessary corporate action on the part of such Guarantor and that this Amendment constitutes the valid and binding obligation of such Guarantor, enforceable against such Guarantor in accordance with its terms, subject to the effect of any applicable bankruptcy, insolvency, reorganization or other laws relating to or affecting the enforcement of creditors' rights generally. Each Guarantor agrees to and acknowledges the terms and provisions of this Amendment and confirms that each Loan Guaranty to which it is a party will, from and after the Sixth Amendment Effective Date, continue to guaranty to the fullest extent possible the payment and performance of the Guarantied Obligations (as that term is defined in each Loan Guaranty) and furthermore, that from and after the Sixth Amendment Effective Date, each such Loan Guaranty will also guaranty, to the fullest extent possible, the performance of all obligations (including, without limitation, due and punctual payment of all amounts) under, referred to in, or contemplated by this Amendment by Company and the Guarantied Obligations (as defined in each Loan Guaranty) shall include all such obligations of Company. Each Guarantor agrees and acknowledges that the Contribution Agreement will continue to establish the rights and obligations of contribution among Guarantors with respect to the payment and performance of all Guarantied Obligations (as that term is defined in the Contribution Agreement), including, without limitation, the payment and performance of all Obligations of Company now or hereafter existing under or in respect of the Amended Credit Agreement. Without limiting the generality of the foregoing, each Guarantor hereby acknowledges and confirms the understanding and intent of such Guarantor that, upon the effectiveness of this Amendment, as a result of this Amendment, the definition of "Obligations" contained in the Credit Agreement includes the obligations of Company set forth in the Amended Credit Agreement and that the obligations of Company guarantied under any Loan Guaranty shall include the obligations of Company under the Amended Credit Agreement. 11 12 Each Guarantor agrees and acknowledges that each Loan Guaranty to which it is a party and the Contribution Agreement 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 affected by the execution of this Amendment. Each Guarantor represents and warrants that all representations and warranties contained in this Amendment and the Loan Guaranty to which it is a party are true, correct and complete as of the date hereof to the same extent as though made on such date except that the representations and warranties need not be true and correct to the extent that changes in the facts and conditions on which such representations and warranties are based are required or permitted under such agreements. SECTION 7. THE PLEDGE AGREEMENTS. In order to induce Banks to enter into this Amendment, each Pledgor represents and warrants to each Bank that the execution, delivery and performance by each Pledgor of this Amendment are within the corporate power of such Pledgor and have been duly authorized by all necessary corporate action on the part of such Pledgor and that this Amendment constitutes the valid and binding obligation of such Pledgor, enforceable against such Pledgor in accordance with its terms, subject to the effect of any applicable bankruptcy, insolvency, reorganization or other laws relating to or affecting the enforcement of creditors' rights generally. Each Pledgor agrees to and acknowledges the terms and provisions of this Amendment and confirms that the Pledge Agreement(s) to which it is a party and the Pledged Collateral (as that term is defined in each such Pledge Agreement) will continue to secure to the fullest extent possible the payment and performance of all Senior Secured Obligations (as that term is defined in the Company Pledge Agreement, the Safeway Pledge Agreement and the Inventory Pledge Agreement) and all Secured Obligations (as that term is defined in each First Tier Pledge Agreement and each Second Tier Pledge Agreement), including, without limitation, the payment and performance of all Obligations of Company now or hereafter existing under or in respect of the Amended Credit Agreement. Without limiting the generality of the foregoing, each Pledgor hereby acknowledges and confirms the understanding and intent of such Pledgor that, upon the effectiveness of this Amendment, as a result of this Amendment, the definition of "Obligations" contained in the Credit Agreement includes the obligations of Company set forth in the Amended Credit Agreement. 12 13 Each Pledgor agrees and acknowledges that the Pledge Agreements to which it is a party 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 affected by the execution of this Amendment. Each Pledgor represents and warrants that all representations and warranties contained in this Amendment and the Pledge Agreement to which it is a party are true, correct and complete as of the date hereof to the same extent as though made on such date except that the representations and warranties need not be true and correct to the extent that changes in the facts and conditions on which such representations and warranties are based are required or permitted under such agreements. SECTION 8. COUNTERPARTS. 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. SECTION 9. EFFECT OF AMENDMENT. It is hereby agreed that, except as specifically provided herein, this Amendment does not in any way affect or impair the terms and conditions of the Credit Agreement, and all terms and conditions of the Credit Agreement are to remain in full force and effect unless otherwise specifically amended, waived or changed pursuant to the terms and conditions of this Amendment. SECTION 10. APPLICABLE LAW. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HERETO AND ALL OTHER ASPECTS HEREOF SHALL BE DEEMED TO BE MADE UNDER, SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK. [Remainder of Page Intentionally Left Blank] 13 14 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed as of the date first above written, by their respective officers thereunto duly authorized. SAFEWAY INC. By ___________________________________ Name: Title: BANKERS TRUST COMPANY, individually and as Agent By ___________________________________ Name: Title: CITIBANK, N.A., individually and as Manager By ___________________________________ Name: Title: THE CHASE MANHATTAN BANK, N.A. individually and as Manager By ___________________________________ Name: Title: BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION, individually and as Manager By ___________________________________ Name: Title:
S-14 15 THE BANK OF NOVA SCOTIA, individually and as Manager By ___________________________________ Name: Title: BANK OF MONTREAL, individually and as Manager By ___________________________________ Name: Title: UNITED STATES NATIONAL BANK OF OREGON By ___________________________________ Name: Title: CIBC INC. By ___________________________________ Name: Title: THE BANK OF NEW YORK By ___________________________________ Name: Title: CONTINENTAL BANK, N.A. By ___________________________________ Name: Title:
S-15 16 NATIONSBANK OF TEXAS, N.A. By ___________________________________ Name: Title: THE LONG-TERM CREDIT BANK OF JAPAN, LIMITED By ___________________________________ Name: Title: THE FIRST NATIONAL BANK OF CHICAGO By ___________________________________ Name: Title: THE FUJI BANK, LIMITED By ___________________________________ Name: Title: UNION BANK By ___________________________________ Name: Title: ROYAL BANK OF CANADA By ___________________________________ Name: Title:
S-16 17 WESTPAC BANKING CORPORATION By ___________________________________ Name: Title: SOCIETE GENERALE By ___________________________________ Name: Title: CHEMICAL BANK By ___________________________________ Name: Title: ARAB BANK, PLC By ___________________________________ Name: Title: THE TOKAI BANK LTD., LOS ANGELES AGENCY By ___________________________________ Name: Title: THE DAI-ICHI KANGYO BANK, LIMITED (SAN FRANCISCO AGENCY) By ___________________________________ Name: Title:
S-17 18 ROYAL BANK OF SCOTLAND By ___________________________________ Name: Title: CREDIT LYONNAIS SAN FRANCISCO BRANCH By ___________________________________ Name: Title: THE YASUDA TRUST & BANKING CO., LTD. (Los Angeles Agency) By ___________________________________ Name: Title: BARCLAYS BANK PLC By ___________________________________ Name: Title: BANK OF HAWAII By ___________________________________ Name: Title: CREDIT SUISSE By ___________________________________ Name: Title:
S-18 19 THE NIPPON CREDIT BANK, LTD., (Los Angeles Agency) By ___________________________________ Name: Title: BANQUE NATIONALE DE PARIS By ___________________________________ Name: Title: BANCA DI ROMA By _________________________________ Name: Title: ABN AMRO BANK, N.V. By _________________________________ Name: Title: WESTDEUTSCHE LANDESBANK GIROZENTRALE NEW YORK BRANCH By _________________________________ Name: Title: FIRST NATIONAL BANK OF MARYLAND By________________________________ Name: Title:
S-19 20 GIROZENTRALE VIENNA By________________________________ Name: Title: BANK HAPOALIM By________________________________ Name: Title: BANQUE INDOSUEZ By________________________________ Name: Title: BANK OF IRELAND - GRAND CAYMAN BRANCH By________________________________ Name: Title: THE MITSUBISHI TRUST AND BANKING CORPORATION, LOS ANGELES AGENCY By________________________________ Name: Title: THE MITSUI TRUST & BANKING CO., LTD., LOS ANGELES AGENCY By________________________________ Name: Title:
S-20 21 FIRST SECURITY BANK OF IDAHO, N.A. By________________________________ Name: Title: THE FIRST NATIONAL BANK OF BOSTON By________________________________ Name: Title: PNC BANK, NATIONAL ASSOCIATION By________________________________ Name: Title: STANDARD CHARTER BANK By________________________________ Name: Title: GUARANTORS AND PLEDGORS: SAFEWAY INC. By _______________________________ Name: Title:
S-21 22 SAFEWAY AUSTRALIA HOLDINGS, INC. SAFEWAY CANADA HOLDINGS, INC. SAFEWAY U.S. HOLDINGS, INC. SAFEWAY WAREHOUSE, INC. By ___________________________________ As an authorized officer of each of the foregoing First Tier Subsidiaries SAFEWAY SOUTHERN CALIFORNIA, INC. SAFEWAY DENVER, INC. SAFEWAY RICHMOND, INC. SAFEWAY DALLAS, INC. (formerly named "SAFEWAY WASHINGTON, D.C., INC.") SAFEWAY SUPPLY, INC. SAFEWAY CORPORATE, INC. SAFEWAY TRUCKING, INC. By __________________________________ As an authorized officer of each of the foregoing Domestic Second Tier Subsidiaries
S-22 23 SAFEWAY STORES 18, INC. SAFEWAY STORES 72, INC. SAFEWAY STORES 26, INC. SAFEWAY STORES 73, INC. SAFEWAY STORES 28, INC. SAFEWAY STORES 74, INC. SAFEWAY STORES 31, INC. SAFEWAY STORES 75, INC. SAFEWAY STORES 42, INC. SAFEWAY STORES 76, INC. SAFEWAY STORES 43, INC. SAFEWAY STORES 77, INC. SAFEWAY STORES 44, INC. SAFEWAY STORES 78, INC. SAFEWAY STORES 45, INC. SAFEWAY STORES 79, INC. SAFEWAY STORES 46, INC. SAFEWAY STORES 80, INC. SAFEWAY STORES 47, INC. SAFEWAY STORES 81, INC. SAFEWAY STORES 48, INC. SAFEWAY STORES 82, INC. SAFEWAY STORES 49, INC. SAFEWAY STORES 85, INC. SAFEWAY STORES 50, INC. SAFEWAY STORES 86, INC. SAFEWAY STORES 58, INC. SAFEWAY STORES 87, INC. SAFEWAY STORES 59, INC. SAFEWAY STORES 88, INC. SAFEWAY STORES 64, INC. SAFEWAY STORES 89, INC. SAFEWAY STORES 67, INC. SAFEWAY STORES 90, INC. SAFEWAY STORES 68, INC. SAFEWAY STORES 91, INC. SAFEWAY STORES 69, INC. SAFEWAY STORES 92, INC. SAFEWAY STORES 70, INC. SAFEWAY STORES 96, INC. SAFEWAY STORES 71, INC. SAFEWAY STORES 97, INC. SAFEWAY STORES 98, INC.
By __________________________________ As an authorized officer of each of the foregoing Domestic Third Tier Subsidiaries S-23 24 EXHIBIT VIII [FORM OF COMPLIANCE CERTIFICATE] THE UNDERSIGNED HEREBY CERTIFY THAT: (1) We are the duly elected [Title] and [Title] of Safeway Inc., a Delaware corporation ("Company"): (2) We have reviewed the terms of the Second Amended and Restated Credit Agreement dated as of June 12, 1990 among Company, the Banks party thereto, the Managers party thereto, the Co-Managers party thereto and Bankers Trust Company, as Lead Manager and Agent, as amended to the date hereof (as amended, modified or otherwise supplemented from time to time, the "Credit Agreement"), and we have made, or have caused to be made, under our supervision, a review in reasonable detail of the transactions and condition of Company and its Subsidiaries during the accounting period covered by the attached financial statements; and (3) The examination described in paragraph (2) 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 (or in a separate attachment to this Certificate) are the exceptions, if any, to paragraph (3) listed, so as to detail the nature of the condition or event, the period during which it has existed and the action Company has taken, is taking, or proposes to take with respect to each such condition or event: _________________________________________________________________ _________________________________________________________________ _________________________________________________________________ _________________________________________________________________ VIII-11 25 The foregoing certifications, together with the computations set forth in Attachment No. 1 hereto and the financial statements delivered with this Certificate in support hereof, are made and delivered this day of _______, 19__ pursuant to subsection 5.1(iv) of the Credit Agreement. Capitalized terms used herein shall have the meanings set forth in the Credit Agreement. SAFEWAY INC. By ___________________________ Name:______________________ Title:_____________________ By ___________________________ Name:______________________ Title:_____________________ VIII-12 26 ATTACHMENT NO. 1 TO COMPLIANCE CERTIFICATE (The Certificate attached hereto is as of _____ and pertains to the period from ______ to _____.) Capitalized terms used herein shall have the meanings set forth in the Second Amended and Restated Credit Agreement dated as of June 12, 1990 among Safeway Inc., the Banks party thereto, the Managers party thereto, the Co-Managers party thereto and Bankers Trust Company, as Lead Manager and Agent, as amended to the date hereof (as amended, modified or otherwise supplemented from time to time, the "Credit Agreement"). Subsection references herein relate to the subsections of the Credit Agreement. A. USE OF PROCEEDS 1. Amount of proceeds of outstanding Loans used to finance acquisitions permitted under subsection 6.3(xiii) or 6.7(viii) . . . . . . . . . . . . . . . . . . . . . $___________ 2. Maximum amount of proceeds of outstanding Loans permitted under subsection 2.7A to be used to finance acquisitions permitted under subsection 6.3(xiii) or 6.7(viii) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $250,000,000
B. INDEBTEDNESS 1. Indebtedness secured by real or personal property which refinances unsecured Existing Indebtedness . . . . . . . . . . . . . . . . . . . . . . . . . $___________ 2. Maximum amount permitted under subsection 6.1(vi)(a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 60,000,000 3. Indebtedness secured by real or personal property which refinances secured Existing Indebtedness as of August 22, 1986 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $___________ 4. Secured Replacement Indebtedness (Item B1+Item B3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $___________ 5. Maximum amount of Secured Replacement Indebtedness . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $600,500,000 6. Secured Replacement Indebtedness secured solely by Liens on personal property . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $___________
VIII-13 27 7. Maximum Secured Replacement Indebtedness secured solely by Liens on personal property . . . . . . . . . . . . . . . . . . . . . . . . . . . . $190,000,000 8. Indebtedness of Foreign Entities described in subsection 6.1(vii) in Dollar Equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $___________ 9. Maximum Indebtedness permitted under subsection 6.1(vii) in Dollar Equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 50,000,000 10. Additional Indebtedness incurred in fiscal year to finance Consolidated Capital Expenditures as permitted under subsection 6.1(viii)(b) . . . . . . . . . . . . . . . . . . . . . . . . . . $___________ 11. Maximum additional Indebtedness permitted in fiscal year to finance Consolidated Capital Expenditures under subsection 6.1(viii)(b) . . . . . . . . . . . . . . . . . . . . . . . . . . $ 80,000,000 12. Aggregate principal amount of additional Indebtedness for Consolidated Capital Expenditures incurred under subsection 6.1(viii)(b) . . . . . . . . . . . . . . . . . . . . . . $___________ 13. Maximum aggregate principal amount of additional Indebtedness for Consolidated Capital Expenditures permitted under 6.1(viii)(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . $400,000,000 14. Indebtedness described in subsection 6.1(xii) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $___________ 15. Aggregate principal amount of all outstanding Loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $___________ 16. Maximum Indebtedness permitted under subsection 6.1(xii) . . . . . . . . . . . . . . . . . . . . . . . . . . . . $___________ 17. Principal amount of all outstanding commercial paper sold in the United States . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $___________ 18. Maximum amount of outstanding commercial paper sold in the United States permitted as Indebtedness under subsection 6.1(xii) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $250,000,000 19. Other Indebtedness permitted by subsection 6.1(xiii) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $___________
VIII-14 28 20. Maximum Indebtedness permitted by subsection 6.1(xiii) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 50,000,000 21. Refinancing Indebtedness permitted by subsection 6.1(xiv) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $___________ 22. Maximum Refinancing Indebtedness permitted by subsection 6.1(xiv) . . . . . . . . . . . . . . . . . . . . . . . $1,000,000,000 23. Refinancing Indebtedness denominated in Canadian Dollars permitted by subsection 6.1(xiv)(in Dollar Equivalents as of the date of incurrence) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $___________ 24. Maximum Refinancing Indebtedness in Dollar Equivalents permitted to be issued in Canadian Dollars or by Canadian Borrowers under subsection 6.1(xiv) . . . . . . . . . . . . . . . . . . . . . . . $100,000,000 25. Refinancing Indebtedness not constituting Subordinated Indebtedness . . . . . . . . . . . . . . . . . . . . . . . . . . . . $___________ 26. Maximum Refinancing Indebtedness not constituting Subordinated Indebtedness permitted under subsection 6.1(xiv) . . . . . . . . . . . . . . . . . . . . . . . $500,000,000
C. LIENS 1. Aggregate fair market value of property or assets subject to Liens permitted by subsection 6.2(xvi) . . . . . . . . . . . . . . . . . . . . . . . . . $___________ 2. Maximum permitted under subsection 6.2(xvi) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 50,000,000
D. INVESTMENTS 1. Aggregate Investments in promissory notes issued by Management Investors in connection with Subscription Agreements permitted under subsection 6.3(ii) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $___________ 2. Maximum permitted under subsection 6.3(ii) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 10,000,000 3. Aggregate amount of Investments (including assumed Contingent Obligations described i subsection 6.4(xiii) in Joint Ventures ope in the United States and engaged primarily the construction and operation of Safeway stores and shopping centers, and warehouse and distribution centers related to Safeway retail grocery operations permitted
VIII-15 29 by subsection 6.3(vii)(a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . $___________ 4. Maximum amount of Investments described in the preceding Item D3 permitted under subsection 6.3(vii)(a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $100,000,000 5. Aggregate amount of additional Investments in Joint Ventures operating in the United States or Canada permitted under subsection 6.3(vii)(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $___________ 6. Maximum amount of Investments described in the preceding Item D5 permitted under subsection 6.3(vii)(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 75,000,000 7. Aggregate fair value of Investments in connection with Asset Sales permitted by subsection 6.3(viii) . . . . . . . . . . . . . . . . . . . . . . . . $___________ 8. Maximum permitted under subsection 6.3(viii) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 20,000,000 9. Aggregate fair market value of other Investments permitted under subsection 6.3(xv) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $___________ 10. Maximum permitted under subsection 6.3(xv) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $100,000,000
E. CONTINGENT OBLIGATIONS 1. Aggregate contingent reimbursement obligations under Commercial Letters of Credit, Standby Letters of Credit and Letters of Credit permitted under subsection 6.4(v)(a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $___________ 2. Maximum permitted under subsection 6.4(v)(a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $650,000,000 3. Guaranties of obligations of suppliers, customers, franchisees and licensees permitted under subsection 6.4(viii) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $___________ 4. Maximum permitted under subsection 6.4(viii) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 50,000,000 5. Other Contingent Obligations permitted under subsection 6.4(xv) . . . . . . . . . . . . . . . . . . . . . . . . $___________ 6. Maximum permitted under subsection 6.4(xv) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 5,000,000
VIII-16 30 F. FIXED CHARGE COVERAGE RATIO FOR THE PRECEDING FISCAL QUARTER ENDING __________, 19__ 1. Consolidated cash flow from operations without regard to changes in working capital items . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $___________ 2. Consolidated Cash Interest Expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $___________ 3. Current portion of consolidated income tax expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $___________ 4. Consolidated Rental Payments (excluding Capital Lease payments) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $___________ 5. Consolidated Cash Flow Available for Fixed Charges (Item F1+Item F2+ Item F3+Item F4) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $___________ 6. Consolidated Fixed Charges (Item F2+Item F3+Item F4) . . . . . . . . . . . . . . . . . . . . . . . . . . . . $___________ 7. Fixed Charge Coverage Ratio (Item F5:Item F6) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ___:1.00 8. Minimum Fixed Charge Coverage Ratio permitted under subsection 6.6A . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ___:____
G. FIXED CHARGE COVERAGE RATIO FOR THE PRECEDING 12-MONTH PERIOD ENDING __________, 19__ 1. Consolidated cash flow from operations without regard to changes in working capital items . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $___________ 2. Consolidated Cash Interest Expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $___________ 3. Current portion of consolidated income tax expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $___________ 4. Consolidated Rental Payments (excluding Capital Lease payments) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $___________ 5. Consolidated Cash Flow Available for Fixed Charges (Item G1+Item G2+ Item G3+Item G4) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $___________ 6. Consolidated Fixed Charges (Item G2+Item G3+Item G4) . . . . . . . . . . . . . . . . . . . . . . . . . . . . $___________
VIII-17 31 7. Fixed Charge Coverage Ratio (Item G5:Item G7) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ___:1.00 8. Minimum Fixed Charge Coverage Ratio permitted under subsection 6.6A . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ___:____
H. MAXIMUM LEVERAGE RATIO FOR THE PRECEDING FISCAL QUARTER ENDING ____________, 19__ 1. Consolidated Total Debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $___________ 2. Consolidated Capitalization . . . . . . . . . . . . . . . . . . . . . . . . . . . $___________ 3. Leverage Ratio (Item H1:Item H2) . . . . . . . . . . . . . . . . . . . . . . . . . . . ___:1.00 4. Maximum Leverage Ratio permitted under subsection 6.6C . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ___:1.00
I. FUNDAMENTAL CHANGES 1. Aggregate fair market value of assets transfered to Canadian Second Tier Subsidiary pursuant to proviso of subsection 6.7(v) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $___________ 2. Maximum amount of assets that may be transferred to Canadian Second Tier Subsidiary pursuant to proviso of subsection 6.7(v) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 15,000,000 3. Aggregate fair market value of assets transfered to Guarantors pursuant to clause (b) of proviso of subsection 6.7 . . . . . . . . . . . . . . . . . . . . . . $___________ 4. Maximum amount of assets that may be transferred to Guarantors pursuant to clause (b) of proviso of subsection 6.7(v) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $500,000,000 5. Proceeds from sales of grocery stores or facilities for fiscal year-to-date permitted under subsection 6.7(vi) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $___________ 6. Maximum amount permitted under subsection 6.7(vi) for fiscal year . . . . . . . . . . . . . . . . . . . . . . . . $100,000,000 7. Aggregate amount of proceeds from sales of grocery stores or facilities to date permitted under subsection 6.7(vi) . . . . . . . . . . . . . . . . . . . . . . . $___________ 8. Maximum aggregate amount permitted under subsection 6.7(vi) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $275,000,000
VIII-18 32 9. Aggregate consideration (including assumed Indebtedness and Contingent Obligations) paid for all acquisitions permitted under subsections 6.7(viii) and 6.3(xii) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $___________ 10. Maximum aggregate consideration for acquisitions permitted under subsections 6.7(viii) and 6.3(xii) . . . . . . . . . . . . . . . . . . . . . . . . $250,000,000 11. Aggregate consideration paid for acquisitions in fiscal year permitted under subsection 6.7(ix) . . . . . . . . . . . . . . . . . . . . . . . $____________ 12. Maximum aggregate consideration for acquisitions in fiscal year permitted under subsection 6.7(ix) . . . . . . . . . . . . . . . . . . . . . . . . $ 50,000,000
J. LEASES 1. Consolidated Rental Payments under subsection 6.9 for fiscal year-to-date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $___________ 2. Maximum amount permitted under subsection 6.9 for fiscal year . . . . . . . . . . . . . . . . . . . . . . . . . . $___________
K. SALE OR DISCOUNT OF RECEIVABLES 1. Aggregate face amount of notes relating to real property owned and sold prior to August 29, 1986, prepaid at less than face value pursuant to subsection 6.11 . . . . . . . . . . . . . . . . . . . . . . . . . . . $___________ 2. Maximum aggregate face amount of notes relating to real property owned and sold prior to August 29, 1986 to be prepaid at less than face value . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 20,000,000
L. CAPITAL EXPENDITURES 1. Consolidated Capital Expenditures for fiscal year-to-date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $___________ A. aggregate amount of expenditures for property, plant or equipment . . . . . . . . . . . . . . . . . . . . . $___________ B. aggregate amount of Investments in Joint Ventures engaged primarily in construction and development of facilities relating to Safeway retail grocery operations . . . . . . . . . . . . . . . . . . . . . . . . $_____________
VIII-19 33 C. Total (Item L1A+Item L1B) . . . . . . . . . . . . . . . . . . . . . . . . . $_____________ 2. Consolidated Capital Expenditures for immediately preceding fiscal year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $_____________ 3. Maximum Amount of Consolidated Capital Expenditures permitted in any two consecutive fiscal years . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $1,300,000,000 4. Maximum Amount of Consolidated Capital Expenditures permitted under subsection 6.14 for any fiscal year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 700,000,000
VIII-20 34 ANNEX A March __, 1994 Bankers Trust Company, as Agent 333 South Grand Avenue 41st Floor Los Angeles, California 90071 Attention: James B. Miles, Vice President Re: Safeway Credit Agreement: Consent to Extension To whom it may concern: The undersigned, being a "Bank" under that certain Second Amended and Restated Credit Agreement dated as of June 12, 1990, as amended to the date hereof (as so amended, the "Credit Agreement"), by and among Safeway Inc., a Delaware corporation, the banks named on the signature pages thereof, Bankers Trust Company, as Lead Manager and Agent for Banks ("Agent"), the Managers named on the signature pages thereof, the Co-Managers named on the signature pages thereof, hereby notifies the Agent, pursuant to subsection 2.12 of the Credit Agreement, of the undersigned Bank's consent to a one year extension of "First Commitment Reduction Date," the "Second Commitment Reduction Date" and the "Commitment Termination Date," as such terms are defined in the Credit Agreement. Very truly yours, ____________________________ NAME OF BANK By__________________________ Title_______________________ EX-4.I21 3 EXHIBIT 4(I).21 1 Exhibit 4(i).21 SAFEWAY INC. CANADA SAFEWAY LIMITED LUCERNE FOODS LTD. EXTENSION AGREEMENT AND SIXTH AMENDMENT AND CONSENT DATED AS OF MARCH 31, 1994 TO SECOND AMENDED AND RESTATED WORKING CAPITAL CREDIT AGREEMENT This EXTENSION AGREEMENT AND SIXTH AMENDMENT AND CONSENT dated as of March 31, 1994 (this "Amendment") to the Second Amended and Restated Working Capital Credit Agreement dated as of June 14, 1990, as amended by a First Amendment and Consent dated as of March 22, 1991, a Second Amendment and Consent dated as of June 7, 1991, a Third Amendment and Consent dated as of August 7, 1991, a Fourth Amendment and Consent dated as of November 8, 1991, and a Fifth Amendment and Consent dated as of January 28, 1992 (as so amended, "Working Capital Credit Agreement") is by and among Safeway Inc., a Delaware corporation ("Company"), Canada Safeway Limited, an Alberta corporation ("Safeway Canada"), Lucerne Foods Ltd., an Alberta corporation ("Lucerne"), the financial institutions named on the signature pages hereof ("Banks"), The Bank of Nova Scotia, as paying agent with respect to the Canadian Loans and Bankers' Acceptance Facility ("Canadian Paying Agent"), BT Bank of Canada, as administrative agent with respect to the Canadian Loans and Bankers' Acceptance Facility ("Canadian Administrative Agent"), Bankers Trust Company, as Lead Manager and Agent for the Banks ("Agent"), the Guarantors named on the signature pages hereof ("Guarantors") and the Pledgors named on the signature pages hereof ("Pledgors"). Capitalized terms used herein without definition shall have the same meanings herein as set forth in the Working Capital Credit Agreement. RECITALS WHEREAS, Company, Safeway Canada and Lucerne propose to reduce voluntarily the Working Capital Commitments by $150,000,000 and, in connection with such reduction, are requesting that the Commitment Reduction Date and the Expiry Date be extended by one year and that the Requisite Banks agree to amend the Working Capital Credit Agreement as set forth herein for the purpose of, among other things, changing the Canadian Reference Banks for the purpose of determining the Average Effective Discount Rate with respect to Bankers' Acceptances; 2 WHEREAS, Company proposes to amend the Acquisition Credit Agreement and has requested that Banks consent to the amendments to the Acquisition Credit Agreement (as amended prior to the date hereof by a First Amendment dated as of March 22, 1991, a Second Amendment dated as of June 7, 1991, Third Amendment dated as of August 7, 1991, a Fourth Amendment dated as of November 8, 1991 and a Fifth Amendment to Second Amended and Restated Credit Agreement and Consent to Documents dated as of January 28, 1992) to be effected by that certain Extension Agreement and Sixth Amendment to Second Amended and Restated Credit Agreement dated as of the date hereof (the "Sixth ACA Amendment") by and among Company, the Acquisition Banks, the managers party thereto, the co-managers party thereto, the Acquisition Agent, the guarantors party thereto and the pledgors party thereto; WHEREAS, subject to the terms and conditions of this Amendment, Requisite Banks, Canadian Paying Agent, Canadian Administrative Agent and Agent are willing to agree to such extension and amendments, it being understood that, pursuant to the definition of Requisite Banks under the Working Capital Credit Agreement, each Domestic Bank having a Canadian Bank Affiliate under the Working Capital Credit Agreement is entitled to execute this Amendment on behalf of its Canadian Bank Affiliate; WHEREAS, Guarantors desire expressly to consent to this Amendment and to reaffirm the effectiveness of the First Tier Guaranty, the Second Tier Guaranty, the Safeway Guaranty, the Safeway New Canada Guaranty, the Safeway Canada Guaranty, the Lucerne Guaranty and the Contribution Agreement; and WHEREAS, Pledgors desire expressly to consent to this Amendment and to reaffirm the effectiveness of the Company Pledge Agreement, the Safeway Pledge Agreement, the Inventory Pledge Agreement, the First Tier Pledge Agreements, the Second Tier Pledge Agreements, the Safeway Canada Pledge Agreement and the Safeway New Canada Pledge Agreement (collectively, the "Pledge Agreements"); AGREEMENT NOW, THEREFORE, in consideration of the terms and conditions herein contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: SECTION 1. AGREEMENT TO EXTEND COMMITMENTS. The Borrowers hereby request that the Commitment Reduction Date and the Expiry Date be extended for one year as contemplated by subsection 2.1F of the Working Capital Credit Agreement. Each Bank electing to consent to such extension shall for the purposes of subsection 2.1F of the Working Capital Credit Agreement be deemed to consent to such extension upon its execution and delivery to Agent of a 2 3 consent to such extension in the form attached as Annex B to this Amendment. SECTION 2. AMENDMENTS TO THE WORKING CAPITAL CREDIT AGREEMENT. A. Subsection 1.1 of the Working Capital Credit Agreement is hereby amended by adding thereto the following defined terms in the appropriate alphabetical order: "'SCHEDULE I BANK' means any Canadian Bank that is a bank referred to in Schedule I to the Bank Act (Canada), R.S.C. 1985, C, B-1, as amended." "'SCHEDULE I REFERENCE BANKS' means BNS, The Royal Bank of Canada and Bank of Montreal." "'SCHEDULE II BANK' means any Canadian Bank that is not a Schedule I Bank." "'SCHEDULE II REFERENCE BANKS' means BT Canada, Bank of America Canada and The Sumitomo Bank of Canada." B. Subsection 1.1 of the Working Capital Credit Agreement is hereby further amended by (a) amending and restating the definitions of "Average Effective Discount Rate", "First Tier Guaranty" and "Second Tier Guaranty" in their entirety as follows: "'AVERAGE EFFECTIVE DISCOUNT RATE' means, (a) in respect of any Bankers' Acceptances or Drafts to be purchased by a Schedule I Bank pursuant hereto, the arithmetic average of the discount rates (calculated on an annual basis and rounded to the nearest one-hundredth of 1%, with five-thousandths of 1% being rounded up) quoted by each Schedule I Reference Bank at 10:00 a.m. (Toronto time) as the discount rate at which such Schedule I Reference Bank would purchase, on the relevant Drawing Date, its own Bankers' Acceptances having an aggregate Face Amount equal to and with a term to maturity the same as the Bankers' Acceptances or Drafts to be acquired by such Schedule I Bank on such Drawing Date or (b) in respect of any Bankers' Acceptances or Drafts to be purchased by a Schedule II Bank or any other Person (other than a Schedule I Bank) pursuant hereto, the arithmetic average of the discount rates (calculated on an annual basis and rounded to the nearest one-hundredth of 1%, with five-thousandths of 1% being rounded up) quoted by each Schedule II Reference Bank at 10:00 a.m. (Toronto time) as the discount rate at which such Schedule II Reference Bank would purchase, on the relevant Drawing Date, its own Bankers' Acceptances having an aggregate Face Amount 3 4 equal to and with a term to maturity the same as the Bankers' Acceptances or Drafts to be acquired by such Schedule II Bank or other Person on such Drawing Date. If any Schedule I Reference Bank or Schedule II Reference Bank fails to provide its quotation to Canadian Administrative Agent, the Average Effective Discount Rate shall be determined on the basis of the quotation(s) by the other Schedule I Reference Bank(s) or Schedule II Reference Bank(s), as applicable." "'FIRST TIER GUARANTY' means, collectively, the First Amended and Restated Guaranty Agreement executed and delivered by the First Tier Subsidiaries, a conformed copy of which is annexed hereto as EXHIBIT XIV, the Guaranty Agreement dated as of August 7, 1991, executed by Safeway Warehouse, Inc. having provisions substantially similar to those set forth in EXHIBIT XIV annexed hereto, and any other Guaranty Agreement substantially in the form of EXHIBIT XIV annexed hereto executed after the date hereof by any other direct Subsidiary of Company (which Subsidiary shall, in connection with the execution of such Guaranty Agreement, take such actions as are necessary to become a "Guarantor" party to the Contribution Agreement), in each case as such Guaranty Agreements may be amended, supplemented or otherwise modified from time to time." "'SECOND TIER GUARANTY' means, collectively, the First Amended and Restated Guaranty Agreement executed and delivered by the Domestic Second Tier Subsidiaries, a conformed copy of which is annexed as EXHIBIT XV hereto, and any other Guaranty Agreement substantially in the form of EXHIBIT XV annexed hereto executed after the date hereof by any other indirect Subsidiary of Company (which Subsidiary shall, in connection with the execution of such Guaranty Agreement, take such actions as are necessary to become a "Guarantor" party to the Contribution Agreement), in each case as such Guaranty Agreements may be amended, supplemented or otherwise modified from time to time." and (b) inserting the word "applicable" in clause (x) of the definition of Drawing Purchase Price, immediately preceding the term "Average Effective Discount Rate". C. Subsection 2.5F (having the heading that reads, "Average Effective Discount Rate Determination") of the Working Capital Credit Agreement is hereby amended and restated in its entirety as follows: "F. AVERAGE EFFECTIVE DISCOUNT RATE DETERMINATION. (1) Each Schedule I Reference Bank or Schedule II Reference Bank, as the case may be, agrees to furnish to Canadian Administrative Agent timely 4 5 information for purposes of determining each Average Effective Discount Rate. If any one or more of the Schedule I Reference Banks or Schedule II Reference Banks shall not furnish such information to Canadian Administrative Agent for its determination of an applicable Average Effective Discount Rate, Canadian Administrative Agent shall determine such Average Effective Discount Rate on the basis of timely information furnished by the remaining Schedule I Reference Banks or Schedule II Reference Banks, as applicable. (2) Canadian Administrative Agent shall give prompt notice to Safeway Canada, Canadian Banks, Canadian Paying Agent and Company of each Average Effective Discount Rate determined by Canadian Administrative Agent for an applicable Drawing Date and the applicable discount rates, if any, furnished by each Schedule I Reference Bank or Schedule II Reference Bank for determining any applicable Average Effective Discount Rate." SECTION 3. INCORPORATION BY REFERENCE FROM ACQUISITION CREDIT AGREEMENT OF THE SIXTH ACA AMENDMENT. Requisite Banks hereby agree and consent to the Sixth ACA Amendment, substantially in the form attached hereto as Annex A, and to all of the amendments and modifications to the Acquisition Credit Agreement effected by the Sixth ACA Amendment. It is hereby agreed that all definitions, representations, warranties, covenants and other provisions contained in the Acquisition Credit Agreement which are incorporated in the Working Capital Credit Agreement by reference (the "Incorporated Provisions") are so incorporated in the form in which such Incorporated Provisions exist in the Acquisition Credit Agreement, as amended by the Sixth ACA Amendment, subject to the proviso set forth in subsection 1.5 of the Amended Working Capital Credit Agreement. SECTION 4. REPRESENTATIONS AND WARRANTIES. In order to induce Banks to consent to the extension requested in Section 1 and to enter into this Amendment, Company, Safeway Canada, and Lucerne each represent and warrant (which representations and warranties in the case of Safeway Canada and Lucerne, as the case may be, shall be limited to Safeway Canada and its Subsidiaries and Lucerne and its Subsidiaries, respectively, and other facts and circumstances known to Safeway Canada and its Subsidiaries, or Lucerne and its Subsidiaries, as the case may be) to each Bank that: 5 6 A. No event would result from the execution of this Amendment and, after giving effect to this Amendment, no event has occurred or is continuing which constitutes an Event of Default or Potential Event of Default; B. The representations and warranties of Company contained in the Working Capital Credit Agreement, as amended by this Amendment (the "Amended Working Capital Credit Agreement") are true, correct and complete in all material respects on and as of the date hereof to the same extent as though made on and as of the date hereof except that the representations and warranties need not be true and correct to the extent that changes in the facts and conditions on which such representations and warranties are based are required or permitted under the Amended Working Capital Credit Agreement; C. This Amendment, the Amended Working Capital Credit Agreement, and the consummation of the transactions contemplated hereby or thereby do not and will not (i) violate any provisions of law applicable to Company or any of its Subsidiaries, the Certificate of Incorporation or Bylaws of Company or any of its Subsidiaries, or any order, judgment or decree of any court or other agency of government binding on Company or any of its Subsidiaries, or (ii) conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under, the indentures pursuant to which any outstanding Subordinated Indebtedness (including, without limitation, the Senior Subordinated Indebtedness) has been issued (the "Indentures") or any term of any other material agreement or instrument to which Company or any of its Subsidiaries is a party or by which any of their properties or assets are bound; D. If the Working Capital Commitments were fully utilized as of the date hereof, all indebtedness of Company with respect to the Loans under the Amended Working Capital Credit Agreement and all indebtedness of Company under the Company Guaranty with respect to (i) monies borrowed by the Canadian Borrowers under the Amended Working Capital Credit Agreement and (ii) amounts owed by Safeway Canada with respect to repayment of Drafts, Bankers' Acceptances and Bankers' Acceptance Equivalent Notes issued under the Amended Working Capital Credit Agreement would be within the definition of "Senior Indebtedness" contained in the Indentures; E. All monetary obligations of Company, Safeway Canada and Lucerne now or hereafter existing under or 6 7 in respect of the Amended Working Capital Credit Agreement, whether for principal, interest, fees or otherwise, are within the definition of "Guarantied Obligations" contained in the Contribution Agreement, the First Tier Guaranty, the Second Tier Guaranty and the Safeway Guaranty and all such monetary obligations of Company are within the definition of "Senior Secured Obligations" contained in the Company Pledge Agreement and the Inventory Pledge Agreement and the Collateral Agent is entitled to the benefit of the Liens created pursuant to the Collateral Documents referred to in this sentence with respect to all such obligations of Company. The obligations of each First Tier Subsidiary and each Domestic Second Tier Subsidiary under the First Tier Guaranty and the Second Tier Guaranty, respectively, are within the definition of "Secured Obligations" contained in the First Tier Pledge Agreements and the Second Tier Pledge Agreements and the Collateral Agent is entitled to the benefit of the Liens created pursuant to the Collateral Documents referred to in this sentence to which such First Tier Subsidiary or Domestic Second Tier Subsidiary is a party with respect to all such obligations of such Subsidiary; F. All monetary obligations of Safeway Canada or Lucerne now or hereafter existing under or in respect of the Amended Working Capital Credit Agreement, whether for principal, interest, fees or otherwise, are within the definition of "Guarantied Obligations" contained in the Safeway Canada Guaranty and the Lucerne Guaranty, as applicable, and, with the exception of the aforementioned obligations of Lucerne, are within the definition of "Secured Obligations" contained in the Safeway Canada Pledge Agreement and the Canadian Administrative Agent is entitled to the benefit of the Liens created pursuant to the Collateral Documents referred to in this sentence with respect to all such obligations of Safeway Canada or Lucerne; G. Each Loan Party has performed in all material respects all agreements and satisfied all conditions which the Working Capital Credit Agreement and this Amendment provide shall be performed by it on or before the date hereof; H. The Guarantors mean and include Company, Safeway New Canada, Safeway Canada, Lucerne and all of the First Tier Subsidiaries, Safeway Warehouse, Inc., all of the Second Tier Subsidiaries (including ICC Subsidiary) and all of the Domestic Third Tier Subsidiaries presently owned either directly or indirectly by Company; 7 8 I. The Pledgors mean and include Company, Safeway New Canada, Safeway Canada and all of the First Tier Subsidiaries and all of the Second Tier Subsidiaries (including ICC Subsidiary); J. The execution, delivery and performance by Company of this Amendment are within the corporate power of Company and have been duly authorized by all necessary corporate action on the part of Company, and this Amendment and the Amended Working Capital Credit Agreement constitute the valid and binding obligations of Company enforceable against Company in accordance with their respective terms, subject to the effect of any applicable bankruptcy, insolvency, reorganization or other laws relating to or affecting the enforcement of creditors' rights generally; and K. Each Working Capital Guaranty and the Contribution Agreement shall continue in full force and effect and remain the valid and binding obligations of the Guarantors party thereto enforceable against the Guarantors party thereto in accordance with their respective terms, subject to the effect of any applicable bankruptcy, insolvency, reorganization or other laws relating to or affecting the enforcement of creditors' rights generally. The Pledge Agreements shall continue in full force and effect and remain the valid and binding obligations of the Pledgors party thereto, enforceable against the Pledgors party thereto in accordance with their respective terms, subject to the effect of any applicable bankruptcy, insolvency, reorganization or other laws relating to or affecting the enforcement of creditors' rights generally. SECTION 5. CONDITIONS TO EFFECTIVENESS. This Amendment shall become effective as of the first date Agent, on behalf of Banks, shall have received all of the following in form and substance satisfactory to Agent (the "Sixth Amendment Effective Date"): A. Resolutions of the Board of Directors of Company, Safeway Canada and Lucerne authorizing and approving the execution, delivery and performance of this Amendment and resolutions of the Board of Directors of each Guarantor and each Pledgor authorizing and approving the execution and delivery of this Amendment, in each case certified by the corporate secretary or an assistant secretary of Company, Safeway Canada, Lucerne, each Guarantor and each Pledgor, as the case may be, as of the Sixth Amendment Effective Date; 8 9 B. A certificate of the corporate secretary or an assistant secretary of Company, Safeway Canada, Lucerne, each Guarantor and each Pledgor which shall certify, as of the Sixth Amendment Effective Date, the names and offices of the officers of Company, Safeway Canada, Lucerne, each Guarantor and each Pledgor authorized to sign this Amendment; C. A counterpart hereof executed by a duly authorized officer of Company, Requisite Banks, Canadian Paying Agent, Canadian Administrative Agent and Agent, each Guarantor and each Pledgor or in the case of any Bank, telecopy or telephone confirmation from such Bank of its execution hereof; D. An executed original irrevocable written notice of Borrowers to Agent and Canadian Agents specifying, in accordance with the provisions of subsection 2.4E of the Working Capital Credit Agreement, that the Working Capital Commitments shall be permanently reduced by $150,000,000 on the date specified in such notice, which date shall be on or before the Sixth Amendment Effective Date; and E. The Sixth ACA Amendment, which shall have become effective in accordance with its terms. SECTION 6. THE WORKING CAPITAL GUARANTIES AND THE CONTRIBUTION AGREEMENT. In order to induce Banks to enter into this Amendment, each Guarantor represents and warrants to each Bank that the execution, delivery and performance by such Guarantor of this Amendment are within the corporate power of such Guarantor and have been duly authorized by all necessary corporate action on the part of such Guarantor and that this Amendment constitutes the valid and binding obligation of such Guarantor, enforceable against such Guarantor in accordance with its terms, subject to the effect of any applicable bankruptcy, insolvency, reorganization or other laws relating to or affecting the enforcement of creditors' rights generally. Each Guarantor agrees to and acknowledges the terms and provisions of this Amendment and acknowledges and confirms that each Working Capital Guaranty to which it is a party will, from and after the Sixth Amendment Effective Date, continue to guaranty to the fullest extent possible the payment and performance of the Guarantied Obligations (as that term is defined in each Working Capital Guaranty) and, furthermore, that from and after the Sixth Amendment Effective Date, each such Working Capital Guaranty will also guaranty, to the fullest extent possible, the performance of 9 10 all obligations (including, without limitation, due and punctual payment of all amounts) under, referred to in, or contemplated by this Amendment by the principal debtor(s) whose obligations are guaranteed by the particular Guarantor and the Guarantied Obligations (as defined in each Working Capital Guaranty) shall include all such obligations of the principal debtor(s). Each Guarantor (other than Safeway Canada and Lucerne) agrees and acknowledges that the Contribution Agreement will continue to establish the rights and obligations of contribution among Guarantors with respect to the payment and performance of all Guarantied Obligations (as that term is defined in the Contribution Agreement). Without limiting the generality of the foregoing, each Guarantor hereby acknowledges and confirms the understanding and intent of such Guarantor that, upon the effectiveness of this Amendment, as a result of this Amendment, the definition of "Working Capital Obligations" contained in the Working Capital Credit Agreement includes the obligations of Borrowers set forth in the Amended Working Capital Credit Agreement and that the obligations of any Borrower guarantied under any Working Capital Guaranty shall include the obligations of such Borrower under the Amended Working Capital Credit Agreement. Each Guarantor agrees and acknowledges that each Working Capital Guaranty to which it is a party and, to the extent that such Guarantor is also a party thereto, the Contribution Agreement 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 affected by the execution of this Amendment. Each Guarantor represents and warrants that all representations and warranties contained in this Amendment and the Working Capital Guaranty to which it is a party are true, correct and complete as of the date hereof to the same extent as though made on such date except that the representations and warranties need not be true and correct to the extent that changes in the facts and conditions on which such representations and warranties are based are required or permitted under such agreements. SECTION 7. THE PLEDGE AGREEMENTS. In order to induce Banks to enter into this Amendment, each Pledgor represents and warrants to each Bank that the execution, delivery and performance by each Pledgor of this Amendment are within the corporate power of such Pledgor and have been duly authorized by all necessary corporate action on the part of such Pledgor and that this Amendment constitutes the valid and binding obligation of such Pledgor, enforceable against such Pledgor in accordance with its terms, subject to the effect of any applicable bankruptcy, insolvency, reorganization or other laws relating to or affecting the enforcement of creditors' rights generally. 10 11 Each Pledgor agrees to and acknowledges the terms and provisions of this Amendment and confirms that the Pledge Agreements to which it is a party and the Pledged Collateral (as that term is defined in each such Pledge Agreement) will continue to secure to the fullest extent possible the payment and performance of all Senior Secured Obligations (as that term is defined in the Company Pledge Agreement, the Safeway Pledge Agreement and the Inventory Pledge Agreement) and all Secured Obligations (as that term is defined in the Safeway Canada Pledge Agreement, the Safeway New Canada Pledge Agreement, each First Tier Pledge Agreement and each Second Tier Pledge Agreement), and furthermore, that from and after the Sixth Amendment Effective Date, each such Pledge Agreement will also secure, to the fullest extent possible, the performance of all obligations (including, without limitation, due and punctual payment of all amounts) under, referred to in, or contemplated by this Amendment of each Borrower or Pledgor whose Working Capital Obligations are secured by any such Pledge Agreement. Without limiting the generality of the foregoing, each Pledgor hereby acknowledges and confirms the understanding and intent of such Pledgor that, upon the effectiveness of this Amendment, as a result of this Amendment, the definition of "Working Capital Obligations" contained in the Working Capital Credit Agreement includes the obligations of Borrowers set forth in the Amended Working Capital Credit Agreement and that the obligations of any Borrower secured under any Pledge Agreement shall include the obligations of such Borrower under the Amended Working Capital Credit Agreement. Each Pledgor agrees and acknowledges that the Pledge Agreement to which it is a party 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 affected by the execution of this Amendment. Each Pledgor represents and warrants that all representations and warranties contained in this Amendment and the Pledge Agreement to which it is a party are true, correct and complete as of the date hereof to the same extent as though made on such date except that the representations and warranties need not be true and correct to the extent that changes in the facts and conditions on which such representations and warranties are based are required or permitted under such agreements. SECTION 8. COUNTERPARTS. This Amendment may be executed in any number of counterparts, and by different parties hereto in separate 11 12 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. SECTION 9. EFFECT OF AMENDMENT. It is hereby agreed that, except as specifically provided herein, this Amendment does not in any way affect or impair the terms and conditions of the Working Capital Credit Agreement, and all terms and conditions of the Working Capital Credit Agreement are to remain in full force and effect unless otherwise specifically amended, waived or changed pursuant to the terms and conditions of this Amendment. SECTION 10. APPLICABLE LAW. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HERETO AND ALL OTHER ASPECTS HEREOF SHALL BE DEEMED TO BE MADE UNDER, SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK. [Remainder of Page Intentionally Left Blank] 12 13 WITNESS the due execution hereof by the respective duly authorized officers of the undersigned as of the date first written above. SAFEWAY INC., (as a Borrower, Guarantor and Pledgor) By __________________________________ Name: Title: CANADA SAFEWAY LIMITED, (as a Borrower, Guarantor and Pledgor) By __________________________________ Name: Title: LUCERNE FOODS LTD., (as a Borrower and Guarantor) By __________________________________ Name: Title: BANKERS TRUST COMPANY, individually as a Domestic Bank and as Agent and on behalf of its Canadian Bank Affiliate By __________________________________ Name: Title: BT BANK OF CANADA, individually as a Canadian Bank and as Canadian Administrative Agent By __________________________________ Name: Title: S-13 14 THE BANK OF NOVA SCOTIA, individually as a Domestic Bank and Canadian Bank and as Canadian Paying Agent By __________________________________ Name: Title: BANK OF MONTREAL, as a Domestic Bank and a Canadian Bank By __________________________________ Name: Title: CHEMICAL BANK, as a Domestic Bank and on behalf of its Canadian Bank Affiliate By __________________________________ Name: Title: ROYAL BANK OF CANADA, as a Domestic and Canadian Bank By __________________________________ Name: Title: THE CHASE MANHATTAN BANK, N.A., as a Domestic Bank and on behalf of its Canadian Bank Affiliate By __________________________________ Name: Title: S-14 15 BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION, as a Domestic Bank and on behalf of its Canadian Bank Affiliate By __________________________________ Name: Title: CITIBANK, N.A., as a Domestic Bank and on behalf of its Canadian Bank Affiliate By __________________________________ Name: Title: THE BANK OF TOKYO - SAN FRANCISCO AGENCY, as a Domestic Bank and on behalf of its Canadian Bank Affiliate By __________________________________ Name: Title: BARCLAYS BANK OF CANADA, as a Domestic Bank and a Canadian Bank By __________________________________ Name: Title: THE SUMITOMO BANK, LIMITED, as a Domestic Bank and on behalf of its Canadian Bank Affiliate By __________________________________ Name: Title: S-15 16 CREDIT LYONNAIS SAN FRANCISCO BRANCH, as a Domestic Bank and on behalf of its Canadian Bank Affiliate By __________________________________ Name: Title: ABN AMRO N.V., as a Domestic Bank and on behalf of its Canadian Bank Affiliate By __________________________________ Name: Title: THE INDUSTRIAL BANK OF JAPAN, LTD., as a Domestic Bank By __________________________________ Name: Title: THE INDUSTRIAL BANK OF JAPAN (CANADA), as a Canadian Bank By __________________________________ Name: Title: BANQUE NATIONALE DE PARIS, as a Domestic Bank and on behalf of its Canadian Bank Affiliate By __________________________________ Name: Title: BANQUE NATIONALE DE PARIS (CANADA), as a Canadian Bank By __________________________________ Name: Title: S-16 17 CIBC INC., as a Domestic Bank By __________________________________ Name: Title: CANADIAN IMPERIAL BANK OF COMMERCE, as a Canadian Bank By __________________________________ Name: Title: BANK HAPOALIM, as a Domestic Bank and on behalf of its Canadian Bank Affiliate By __________________________________ Name: Title: THE SAKURA BANK, LIMITED, as a Domestic Bank By __________________________________ Name: Title: SAKURA BANK (CANADA), as a Canadian Bank By __________________________________ Name: Title: S-17 18 GUARANTORS AND PLEDGORS: SAFEWAY NEW CANADA, INC. By ___________________________________ Name: Title: FIRST TIER SUBSIDIARIES: SAFEWAY AUSTRALIA HOLDINGS, INC. SAFEWAY CANADA HOLDINGS, INC. SAFEWAY U.S. HOLDINGS, INC. SAFEWAY WAREHOUSE, INC. By ___________________________________ As an authorized officer of each of the foregoing First Tier Subsidiaries DOMESTIC SECOND TIER SUBSIDIARIES: SAFEWAY SOUTHERN CALIFORNIA, INC. SAFEWAY DENVER, INC. SAFEWAY RICHMOND, INC. SAFEWAY DALLAS, INC. (formerly named "SAFEWAY WASHINGTON, D.C., INC.") SAFEWAY SUPPLY, INC. SAFEWAY CORPORATE, INC. SAFEWAY TRUCKING, INC. By __________________________________ As an authorized officer of each of the foregoing Domestic Second Tier Subsidiaries S-18 19 DOMESTIC THIRD TIER SUBSIDIARIES: SAFEWAY STORES 18, INC. SAFEWAY STORES 72, INC. SAFEWAY STORES 26, INC. SAFEWAY STORES 73, INC. SAFEWAY STORES 28, INC. SAFEWAY STORES 74, INC. SAFEWAY STORES 31, INC. SAFEWAY STORES 75, INC. SAFEWAY STORES 42, INC. SAFEWAY STORES 76, INC. SAFEWAY STORES 43, INC. SAFEWAY STORES 77, INC. SAFEWAY STORES 44, INC. SAFEWAY STORES 78, INC. SAFEWAY STORES 45, INC. SAFEWAY STORES 79, INC. SAFEWAY STORES 46, INC. SAFEWAY STORES 80, INC. SAFEWAY STORES 47, INC. SAFEWAY STORES 81, INC. SAFEWAY STORES 48, INC. SAFEWAY STORES 82, INC. SAFEWAY STORES 49, INC. SAFEWAY STORES 85, INC. SAFEWAY STORES 50, INC. SAFEWAY STORES 86, INC. SAFEWAY STORES 58, INC. SAFEWAY STORES 87, INC. SAFEWAY STORES 59, INC. SAFEWAY STORES 88, INC. SAFEWAY STORES 64, INC. SAFEWAY STORES 89, INC. SAFEWAY STORES 67, INC. SAFEWAY STORES 90, INC. SAFEWAY STORES 68, INC. SAFEWAY STORES 91, INC. SAFEWAY STORES 69, INC. SAFEWAY STORES 92, INC. SAFEWAY STORES 70, INC. SAFEWAY STORES 96, INC. SAFEWAY STORES 71, INC. SAFEWAY STORES 97, INC. SAFEWAY STORES 98, INC.
By ____________________________________ As an authorized officer of each of the foregoing Domestic Third Tier Subsidiaries S-19 20 ANNEX A FIFTH ACA AMENDMENT [ATTACHED] A-8 21 ANNEX B March __, 1994 Bankers Trust Company, as Agent 333 South Grand Avenue, 41st Floor Los Angeles, California 90071 Attention: James B. Miles, Vice President Re: Safeway Working Capital Credit Agreement: Consent to Extension To whom it may concern: The undersigned, being a "Bank" under that certain Second Amended and Restated Working Capital Credit Agreement dated as of June 12, 1990, as amended to the date hereof (as so amended, the "Working Capital Credit Agreement"), by and among Safeway Inc., a Delaware corporation, Canada Safeway Limited, an Alberta corporation, Lucerne Foods Ltd., an Alberta corporation, the banks named on the signature pages thereof, The Bank of Nova Scotia, as paying agent, BT Bank of Canada, as administrative agent, and Bankers Trust Company, as Lead Manager and Agent ("Agent"), hereby notifies Agent, pursuant to subsection 2.1F of the Working Capital Credit Agreement, of the undersigned Bank's consent to a one year extension of "Commitment Reduction Date" and the "Expiry Date," as such terms are defined in the Working Capital Credit Agreement. Any Affiliate Bank of the undersigned Bank (if any), by its execution of this letter in the space provided below, hereby also consents to the foregoing extension.* Very truly yours, ____________________________ NAME OF BANK By__________________________ Title_______________________ ____________________________ NAME OF AFFILIATE BANK By__________________________ Title_______________________ ____________ * A Bank that has a commitment to fund loans in the United States and in Canada has no "Affiliate Bank." Many Banks originally structured their commitments so a United States affiliate would commit to fund loans in the United States and a Canadian affiliate would commit to fund loans in Canada. EX-11.1 4 EXHIBIT 11.1 1 Exhibit 11.1 SAFEWAY INC. AND SUBSIDIARIES Computation of Earnings Per Common Share and Common Share Equivalent (in millions, except per share amounts)
12 Weeks Ended ------------------------------------------------ March 26,1994 March 27, 1993 ----------------------- ---------------------- Fully Fully Diluted Primary Diluted Primary -------- -------- -------- --------- Net income (loss) $ 41.9 $ 41.9 $ (1.7) $ (1.7) ====== ======= ====== ======== Weighted average common shares outstanding 102.3 101.7 99.0 98.9 Common share equivalents 22.6 22.3 1.4 1.4 ------ ------- ------ -------- Weighted average common shares and common share equivalents 124.9 124.0 100.4 100.3 ====== ======= ====== ======== Earnings (loss) per common share and common share equivalent $ 0.34 $ 0.34 $(0.02) $ (0.02) ====== ======= ====== ======== Calculation of common share equivalents: Options and warrants to purchase common shares 28.6 29.3 1.7 1.7 Common shares assumed purchased with potential proceeds (6.0) (7.0) (0.3) (0.3) ------ ------- ------ -------- Common share equivalents 22.6 22.3 1.4 1.4 ====== ======= ====== ======== Calculation of common shares assumed purchased with potential proceeds: Potential proceeds from exercise of options and warrants to purchase common shares $155.1 $ 158.3 $ 4.2 $ 4.2 Common stock price used under the treasury stock method $25.75 $ 22.64 $13.63 $ 13.10 Common shares assumed purchased with potential proceeds 6.0 7.0 0.3 0.3
EX-27.1 5 EXHIBIT 27.1 WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE. EXHIBIT 27.1 SAFEWAY INC. AND SUBSIDIARIES FINANCIAL DATA SCHEDULE (In millions except per-share amounts) This schedule contains summary financial information extracted from the condensed consolidated balance sheets and condensed consolidated statements of income on pages 3 through 5 of the Company's Form 10-Q for the quarterly period ending March 26, 1994, and is qualified in its entirety by reference to such financial statements.
March 26, Item Number Item Description 1994 - - ----------- ---------------- --------- 5-02(1) Cash and cash items $ 36.3 5-02(2) Marketable securities -- 5-02(3)(a)(1) Notes and accounts receivable - trade 124.9 5-02(4) Allowances for doubtful accounts -- 5-02(6) Inventory 1,092.8 5-02(9) Total current assets 1,347.1 5-02(13) Property, plant and equipment 4,202.2 5-02(14) Accumulated depreciation (1,686.2) 5-02(18) Total assets 4,935.2 5-02(21) Total current liabilities 1,590.7 5-02(22) Bonds, mortgages and similar debt 2,425.5 5-02(28) Preferred stock - mandatory redemption -- 5-02(29) Preferred stock - no mandatory redemption -- 5-02(30) Common stock 1.0 5-02(31) Other stockholders' equity 421.8 5-02(32) Total liabilities and stockholders' equity 4,935.2 12 Weeks Ended Item Number Item Description March 26, 1994 - - ----------- ---------------- -------------- 5-03(b)1(a) Net sales of tangible products $ 3,491.8 5-03(b)1 Total revenues 3,491.8 5-03(b)2(a) Cost of tangible goods sold (2,540.1) 5-03(b)2 Total costs and expenses applicable to sales and revenues (2,540.1) 5-03(b)3 Other costs and expenses -- 5-03(b)5 Provision for doubtful accounts and notes -- 5-03(b)(8) Interest and amortization of debt discount (55.8) 5-03(b)(10) Income before taxes and other items 73.5 5-03(b)(11) Income tax expense (31.6) 5-03(b)(14) Income/loss continuing operations 41.9 5-03(b)(15) Discontinued operations -- 5-03(b)(17) Extraordinary items -- 5-03(b)(18) Cumulative effect - changes in accounting principles -- 5-03(b)(19) Net income or loss 41.9 5-03(b)(20) Earnings per share - primary 0.34 5-03(b)(20) Earnings per share - fully diluted 0.34
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