SECOND AMENDED AND RESTATED DEPOSIT AGREEMENT by and among DELHAIZE GROUP AND CITIBANK, N.A., as Depositary, AND THE HOLDERS AND BENEFICIAL OWNERS OF AMERICAN DEPOSITARY SHARES ISSUED HEREUNDER Dated as of [DATE], 2013Deposit Agreement • April 23rd, 2013 • Delhaize Group • Retail-grocery stores • New York
SECOND AMENDED AND RESTATED DEPOSIT AGREEMENT dated as of [DATE], 2013, by and among DELHAIZE GROUP, a société anonyme/naamloze vennootschap organized under the laws of Belgium (herein called the “Company”), CITIBANK, N.A., a national banking association organized under laws of the United States of America acting in its capacity as depositary, and any successor depositary hereunder (herein called the “Depositary”), and all Holders and Beneficial Owners from time to time of American Depositary Shares issued hereunder (all such capitalized terms as hereinafter defined).
DELHAIZE GROUP SA/NVUnderwriting Agreement • April 10th, 2012 • Delhaize Group • Retail-grocery stores • New York
Introductory. Delhaize Group SA/NV, a Belgian société anonyme (the “Company”), proposes to issue and sell to the several underwriters named in Schedule A (the “Underwriters”), acting severally and not jointly, the respective amounts set forth in such Schedule A of $300,000,000 aggregate principal amount of the Company’s 4.125% Notes due 2019 (the “Notes”). The Notes benefit from the guarantees (with respect to the Notes, the “Guarantees”,and together with the Notes, the “Securities”) of Delhaize America, LLC (“Delhaize America”) and the other direct and indirect subsidiaries of the Company (collectively, the “Guarantors”) that are party to the Cross-Guarantee Agreement dated as of May 21, 2007, as supplemented by the Joinder Agreement dated as of December 18, 2009 (the “Cross-Guarantee Agreement”). In this Agreement, the term “Notes” refers to the Notes represented by CDIs (as defined below), unless the context requires the reference be to the underlying Notes. J.P. Morgan Securities L
REGISTRATION RIGHTS AGREEMENT by and among Delhaize Group S.A. Delhaize America, 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...Registration Rights Agreement • June 29th, 2007 • Delhaize Group • Retail-grocery stores • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of June 27, 2007, by and among Delhaize Group S.A., a Belgian limited liability company (société anonyme) (the “Company”) and, Delhaize America 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., Shop ‘N Save-Mass., Inc., Hannaford Procurement Corp., 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 (the “Cross-Guarantee Agreement”) and Banc of America Securities LLC and Merrill, Lynch Pierce, Fenner & Smith Incorporated (collectively, the “Initial Purchasers”), each of which has agreed to purchase the Company’s 6.50% Senior Dollar Notes due 2017 represented by certificated depositary interests (the “Initi
AMENDED AND RESTATED DEPOSIT AGREEMENT by and among DELHAIZE GROUP AND CITIBANK, N.A., as Depositary, AND THE HOLDERS AND BENEFICIAL OWNERS OF AMERICAN DEPOSITARY SHARES ISSUED HEREUNDER Dated as of February 18, 2009Deposit Agreement • April 23rd, 2013 • Delhaize Group • Retail-grocery stores • New York
AMENDED AND RESTATED DEPOSIT AGREEMENT dated as of February 18, 2009, by and among DELHAIZE GROUP, a sociéte anonyme/naamloze vennootschap organized under the laws of Belgium (herein called the “Company”), CITIBANK, N.A., a national banking association organized under laws of the United States of America acting in its capacity as depositary, and any successor depositary hereunder (herein called the “Depositary”), and all Holders and Beneficial Owners from time to time of American Depositary Shares issued hereunder (all such capitalized terms as hereinafter defined).
AMENDED AND RESTATED DEPOSIT AGREEMENTDeposit Agreement • January 20th, 2009 • Delhaize Group • Retail-grocery stores • New York
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 February 2, 2009Deposit Agreement • February 6th, 2009 • Delhaize Group • Retail-grocery stores • New York
THIS DEPOSIT AGREEMENT (this “Agreement”) is made as of this 2nd day of February, 2009 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 one or more Series (as defined below) of the Company’s unsecured debentures, notes or other evidence of indebtedness (the “Securities”) to be issued pursuant to the Indenture (as defined below).
JOINDER AGREEMENTJoinder Agreement • April 26th, 2013 • Delhaize Group • Retail-grocery stores
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 April 10, 2012 relating to $300,000,000 4.125% Senior Notes due 2019Domiciliary Agency Agreement • April 10th, 2012 • Delhaize Group • Retail-grocery stores • New York
AMENDED AND RESTATED CREDIT AGREEMENT dated as of May 21, 2007 among DELHAIZE AMERICA, INC., DELHAIZE GROUP S.A., The SUBSIDIARY GUARANTORS Party Hereto, The LENDERS Party Hereto, and JPMORGAN CHASE BANK, N.A., as Administrative Agent, Issuing Bank...Credit Agreement • May 29th, 2007 • Delhaize Group • Retail-grocery stores • New York
AGREEMENT dated as of May 21, 2007 among DELHAIZE AMERICA, INC., DELHAIZE GROUP S.A., the SUBSIDIARY GUARANTORS party hereto, the LENDERS party hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent, Issuing Bank and Swingline Lender.
DELHAIZE GROUP SA/NV, as Issuer and THE BANK OF NEW YORK MELLON, as Trustee Senior Securities INDENTURE Dated as of February 2, 2009Indenture • February 6th, 2009 • Delhaize Group • Retail-grocery stores • New York
THIS INDENTURE dated as of February 2, 2009, among Delhaize Group SA/NV (the “Issuer”), a limited liability company organized under the laws of the Kingdom of Belgium, and The Bank of New York Mellon, a New York banking corporation, as trustee (the “Trustee”).
Delhaize Group SA $450,000,000 6.50% Senior Notes due 2017 €500,000,000 5.625% Senior Notes due 2014 PURCHASE AGREEMENT dated June 18, 2007 Banc of America Securities Limited Merrill Lynch International, as Initial Purchasers of the Euro Notes and...Purchase Agreement • June 29th, 2007 • Delhaize Group • Retail-grocery stores • New York
CROSS-GUARANTEE AGREEMENTCross-Guarantee Agreement • May 29th, 2007 • Delhaize Group • Retail-grocery stores • New York
EUR 400,000,000 FACILITY AGREEMENT dated 14 APRIL 2014 for DELHAIZE GROUP SA/NV with BANK OF AMERICA MERRILL LYNCH INTERNATIONAL LIMITED BNP PARIBAS FORTIS SA/NV J.P. MORGAN LIMITED acting as Bookrunning Mandated Lead Arrangers and BANK OF AMERICA...Facility Agreement • April 25th, 2014 • Delhaize Group • Retail-grocery stores
DELHAIZE GROUP, as IssuerIndenture • June 29th, 2007 • Delhaize Group • Retail-grocery stores • New York
THIS INDENTURE dated as of June 27, 2007, among Delhaize Group (the “Issuer”), a limited liability company organized under the laws of the Kingdom of Belgium, and The Bank of New York, a New York banking corporation, as trustee (the “Trustee”).
DELHAIZE GROUP SA/NV as Issuer ING BELGIUM SA/NV as Principal Paying Agent THE BANK OF NEW YORK MELLON as Trustee AGENCY AGREEMENT dated as of February 2, 2009 relating to USD 300,000,000 5.875% Senior Notes due 2014Agency Agreement • February 6th, 2009 • Delhaize Group • Retail-grocery stores • New York
JOINDER AGREEMENTJoinder Agreement • April 25th, 2014 • Delhaize Group • Retail-grocery stores
JOINDER AGREEMENTJoinder Agreement • April 25th, 2014 • Delhaize Group • Retail-grocery stores
DELHAIZE FINANCE BV EUR 100,000,000 8% Notes 2003 due 22 May 2008 unconditionally and irrevocably guaranteed by DELHAIZE GROUP S.A. FISCAL AGENCY AGREEMENT FORTIS BANK nv-saFiscal Agency Agreement • June 30th, 2003 • Delhaize Brothers & Co the Lion Establishment • Retail-grocery stores • Luxembourg
DELHAIZE FINANCE B.V., having its registered office at Martinus Nijfhofflaan 2, 2624 ES DELFT, NEDERLAND (hereinafter referred to as the “Issuer”),
DELHAIZE GROUP SA/NV, as Issuer and THE BANK OF NEW YORK MELLON, as Trustee SECOND SUPPLEMENTAL INDENTURE Dated as of April 10, 2012 to Indenture Dated as of February 2, 2009Second Supplemental Indenture • April 10th, 2012 • Delhaize Group • Retail-grocery stores • New York
SECOND SUPPLEMENTAL INDENTURE, dated as of April 10, 2012 (the “Second Supplemental Indenture”), between Delhaize Group SA/NV, a limited liability company duly organized and existing under the laws of the Kingdom of Belgium (the “Issuer”), and The Bank of New York Mellon, a banking corporation duly organized and existing under the laws of the State of New York, not in its individual capacity but solely as trustee (the “Trustee”).
1 EXHIBIT 2.1 AGREEMENT AND PLAN OF SHARE EXCHANGEShare Exchange Agreement • November 17th, 2000 • Etablissements Delhaize Freres Et Cie Lelion Sa • North Carolina
DELHAIZE AMERICA, INC., as Issuer DELHAIZE GROUP, 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., SHOP ‘N SAVE-MASS.,...Supplemental Indenture • May 29th, 2007 • Delhaize Group • Retail-grocery stores • New York
This SIXTH SUPPLEMENTAL INDENTURE (this “Sixth Supplemental Indenture”), dated as of May 21, 2007, among Delhaize America, Inc., a North Carolina corporation (the “Company”), Delhaize Group, a public limited liability company (société anonyme / naamloze vennootschap) organized under the laws of the Kingdom of Belgium (“Delhaize Group”), Food Lion, LLC, a North Carolina limited liability company (“Food Lion”), Hannaford Bros. Co., a Maine corporation (“Hannaford”), Kash n’ Karry Food Stores, Inc., a Delaware corporation (“Kash n’ Karry”), FL Food Lion, Inc., a Florida corporation (“FL Food Lion”), Risk Management Services, Inc., a North Carolina corporation (“RMS”), Hannbro Company, a Maine corporation (“Hannbro”), Martin’s Foods of South Burlington, Inc., a Vermont corporation (“Martin’s”), Shop ‘n Save-Mass., Inc., a Massachusetts corporation (“Shop ‘n Save”), Hannaford Procurement Corp., a Maine corporation (“HPC”), Boney Wilson & Sons, Inc., a North Carolina corporation (“Boney”), J
DELHAIZE AMERICA, INC., as Issuer DELHAIZE GROUP, 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,...Seventh Supplemental Indenture • June 28th, 2010 • Delhaize Group • Retail-grocery stores • New York
This SEVENTH SUPPLEMENTAL INDENTURE (this “Seventh Supplemental Indenture”), dated as of December 17, 2009, among Delhaize America, Inc., a North Carolina corporation (the “Company”), Delhaize Group, a public limited liability company (société anonyme / naamloze vennootschap) organized under the laws of the Kingdom of Belgium (“Delhaize Group”), Food Lion, LLC, a North Carolina limited liability company (“Food Lion”), Hannaford Bros. Co., a Maine corporation (“Hannaford”), Kash n’ Karry Food Stores, Inc., a Delaware corporation (“Kash n’ Karry”), FL Food Lion, Inc., a Florida corporation (“FL Food Lion”), Risk Management Services, Inc., a North Carolina corporation (“RMS”), Hannbro Company, a Maine corporation (“Hannbro”), Martin’s Foods of South Burlington, Inc., a Vermont corporation (“Martin’s”), Boney Wilson & Sons, Inc., a North Carolina corporation (“Boney”), J. H. Harvey Co., LLC, a Georgia limited liability company (“Harvey’s”), Hannaford Licensing Corp., a Maine corporation (“
JOINDER AGREEMENTJoinder Agreement • April 25th, 2014 • Delhaize Group • Retail-grocery stores
JOINDER AGREEMENTJoinder Agreement • April 25th, 2014 • Delhaize Group • Retail-grocery stores
JOINDER AGREEMENTJoinder Agreement • April 25th, 2014 • Delhaize Group • Retail-grocery stores
DELHAIZE AMERICA, INC. (F/K/A FOOD LION, INC), as Issuer DELHAIZE GROUP, 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,...Third Supplemental Indenture • May 29th, 2007 • Delhaize Group • Retail-grocery stores • New York
This THIRD SUPPLEMENTAL INDENTURE (this “Third Supplemental Indenture”), dated May 21, 2007, among Delhaize America, Inc.(f/k/a Food Lion, Inc.), a North Carolina corporation (the “Company”), Delhaize Group, a public limited liability company (société anonyme / naamloze vennootschap) organized under the laws of the Kingdom of Belgium (“Delhaize Group”), Food Lion, LLC, a North Carolina limited liability company (“Food Lion”), Hannaford Bros. Co., a Maine corporation (“Hannaford”), Kash n’ Karry Food Stores, Inc., a Delaware corporation (“Kash n’ Karry”), FL Food Lion, Inc., a Florida corporation (“FL Food Lion”), Risk Management Services, Inc., a North Carolina corporation (“RMS”), Hannbro Company, a Maine corporation (“Hannbro”), Martin’s Foods of South Burlington, Inc., a Vermont corporation (“Martin’s”), Shop ‘n Save-Mass., Inc., a Massachusetts corporation (“Shop ‘n Save”), Hannaford Procurement Corp., a Maine corporation (“HPC”), Boney Wilson & Sons, Inc., a North Carolina corpora
JOINDER AGREEMENTJoinder Agreement • April 25th, 2014 • Delhaize Group • Retail-grocery stores
ContractDeposit Agreement • April 25th, 2014 • Delhaize Group • Retail-grocery stores • New York
Reference is made to the Second Amended and Restated Deposit Agreement, dated as of May 3, 2013 (the “Deposit Agreement”), by and among Citibank, N.A., as Depositary (the “Depositary’’), Delhaize Group (the “Company’’), and all Holders and Beneficial Owners from time to time of American Depositary Shares (‘‘ADSs”) issued thereunder, each ADSs representing one (1) Share (as defined in the Deposit Agreement). Capitalized terms used herein without definition shall have the meaning assigned thereto in the Deposit Agreement.
SECOND AMENDED AND RESTATED CREDIT AGREEMENT dated as of December 1, 2009 among DELHAIZE AMERICA, INC., as Borrower, DELHAIZE GROUP S.A., as Parent and a Guarantor, The SUBSIDIARY GUARANTORS Party Hereto, The LENDERS Party Hereto, JPMORGAN CHASE BANK,...Credit Agreement • December 4th, 2009 • Delhaize Group • Retail-grocery stores • New York
AGREEMENT dated as of December 1, 2009 among DELHAIZE AMERICA, INC., as Borrower, DELHAIZE GROUP S.A., as Parent and a Guarantor, the SUBSIDIARY GUARANTORS party hereto, the LENDERS party hereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent, Issuing Bank and Swingline Lender, and BANK OF AMERICA, N.A. and FORTIS CAPITAL CORP., as Syndication Agents, Issuing Banks and Swingline Lenders.
DELHAIZE GROUP SA/NV, as Issuer and THE BANK OF NEW YORK MELLON, as Trustee FIRST SUPPLEMENTAL INDENTURE Dated as of February 2, 2009 to Indenture Dated as of February 2, 2009First Supplemental Indenture • February 6th, 2009 • Delhaize Group • Retail-grocery stores • New York
FIRST SUPPLEMENTAL INDENTURE, dated as of February 2, 2009(the “First Supplemental Indenture”), between Delhaize Group SA/NV, a limited liability company duly organized and existing under the laws of the Kingdom of Belgium (the “Issuer”), and The Bank of New York Mellon, a banking corporation duly organized and existing under the laws of the State of New York, as trustee (the “Trustee”).
GUARANTY SUPPLEMENTGuaranty Supplement • June 28th, 2010 • Delhaize Group • Retail-grocery stores • New York
GUARANTY SUPPLEMENT dated as of December 18, 2009, between Delhaize US Holding, Inc., a Delaware corporation (the “New Guarantor”), and JPMorgan Chase Bank, N.A., as Administrative Agent.
AMENDMENT NO. 1 TO SECOND AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • June 28th, 2010 • Delhaize Group • Retail-grocery stores • New York
AMENDMENT dated as of March 11, 2010 to the Second Amended and Restated Credit Agreement dated as of December 1, 2009 (the “Credit Agreement”) among DELHAIZE AMERICA, LLC, as Borrower, DELHAIZE GROUP S.A. and DELHAIZE US HOLDING, INC., as Parents and Guarantors (the “Parents”), the SUBSIDIARY GUARANTORS party thereto, the LENDERS party hereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent (in such capacity, the “Agent”), Issuing Bank and Swingline Lender, and BANK OF AMERICA, N.A. and FORTIS CAPITAL CORP., as Syndication Agents, Issuing Banks and Swingline Lenders and MORGAN STANLEY MUFG LOAN PARTNERS, LLC, as Documentation Agent.
JOINDER AGREEMENTJoinder Agreement • April 25th, 2014 • Delhaize Group • Retail-grocery stores
JOINDER AGREEMENTJoinder Agreement • June 28th, 2010 • Delhaize Group • Retail-grocery stores
