REGISTRATION RIGHTS AGREEMENT by and among Delhaize Group S.A. Delhaize America, LLC Food Lion, LLC Hannaford Bros. Co. Kash N’ Karry Food Stores, Inc. FL Food Lion, Inc. Risk Management Services, Inc. Hannbro Company Martin’s Foods of South...Registration Rights Agreement • January 7th, 2011 • Delhaize US Holding, Inc. • Retail-grocery stores • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of October 8, 2010, by and among Delhaize Group SA/NV, a Belgian limited liability company (société anonyme) (the “Company”) and, Delhaize America, LLC, (formerly Delhaize America, Inc.), Delhaize US Holding, Inc., Food Lion, LLC, Hannaford Bros. Co., Kash N’ Karry Food Stores, Inc., FL Food Lion, Inc., Risk Management Services, Inc., Hannbro Company, Martin’s Foods of South Burlington, Inc., Boney Wilson & Sons, Inc., J.H. Harvey Co., LLC, Hannaford Licensing Corp., and Victory Distributors, Inc. (collectively, the “Cross Guarantors”), each of which is party to a Cross-Guarantee Agreement dated May 21, 2007, as supplemented by a joinder agreement dated as of December 18, 2009 (the “Cross-Guarantee Agreement”), and Banc of America Securities LLC, J.P. Morgan Securities LLC, Credit Suisse Securities (USA) LLC and Deutsche Bank Securities Inc. (collectively, the “Dealer Managers”), each of which has agreed
DELHAIZE GROUP SA/NV, AS ISSUER AND THE BANK OF NEW YORK MELLON, AS CDI DEPOSITARY AND THE OWNERS OF BOOK-ENTRY INTERESTS DEPOSIT AGREEMENT DATED AS OF OCTOBER 8, 2010Deposit Agreement • January 7th, 2011 • Delhaize US Holding, Inc. • Retail-grocery stores • New York
THIS DEPOSIT AGREEMENT (this “Agreement”) is made as of this 8th day of October, 2010 by and between Delhaize Group SA/NV, a limited liability company organized under the laws of the Kingdom of Belgium (naamloz vennootschap) (the “Company”), and The Bank of New York Mellon, a New York banking corporation, as CDI Depositary (the “CDI Depositary”) and the owners from time to time of beneficial interests in any Certificated Depositary Interest (as defined below) issued hereunder in registered form in respect of Global Securities (as defined below) representing the Company’s 5.70% Senior Notes due 2040 (the “Securities”), as issued, authenticated and delivered under the Indenture (as defined below).
DELHAIZE GROUP SA/NV as Issuer ING BELGIUM SA/NV as Domiciliary Agent THE BANK OF NEW YORK MELLON as Trustee DOMICILIARY AGENCY AGREEMENT dated as of October 8, 2010 relating toDomiciliary Agency Agreement • January 7th, 2011 • Delhaize US Holding, Inc. • Retail-grocery stores • New York
