Exhibit 4.9
AHOLD FINANCE U.S.A., INC., as Issuer
KONINKLIJKE AHOLD N.V., as Guarantor
and
THE CHASE MANHATTAN BANK, as Trustee
INDENTURE SUPPLEMENT
Dated as of July 20, 2000
to
INDENTURE
Dated as of April 29, 1999
8 1/4 % Guaranteed Senior Notes Due 2010
This 2000-A Indenture Supplement (the "2000-A Indenture Supplement")
dated as of July 20, 2000 under that certain Indenture (as defined in the first
recital) among AHOLD FINANCE U.S.A., INC., a corporation organized under the
laws of the State of Delaware, as issuer (the "Issuer"), KONINKLIJKE AHOLD N.V.,
a company organized under the laws of The Netherlands with its corporate seat in
Zaandam (municipality Zaanstad), The Netherlands, as guarantor (the
"Guarantor"), and The chase manhattan Bank, a New York banking corporation, as
trustee (the "Trustee").
WHEREAS, the Issuer, the Guarantor and the Trustee are parties to that
certain Indenture dated as of April 29,1999, as supplemented by the Indenture
Supplement, dated as of April 29, 1999 (such Indenture as so supplemented, the
"Indenture");
WHEREAS, Section 2.6 of the Indenture provides, among other things,
that the Issuer, the Guarantor and the Trustee may enter into an indenture
supplemental to the Indenture for the purpose of authorizing a series of
Securities and to specify terms of such series of Securities;
WHEREAS, the Issuer has duly authorized the creation of 8 1/4 %
Guaranteed Senior Notes due 2010, as provided hereto;
WHEREAS, the Issuer, the Guarantor and the Trustee are executing and
delivering this 2000-A Indenture Supplement in order to provide such Guaranteed
Senior Notes;
WHEREAS, the definition of "Effective Date" is defective as it applies
to a dividend on the Issuer's Common Shares where the recipient has the right to
elect between cash and Common Shares and the Issuer and the Trustee wish to
correct such defect;
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Issuer, the Guarantor and the
Trustee hereby agree as follows:
SECTION 1. Definitions. (a) Section 1.1 of the Indenture is hereby
amended to change the definition of "Effective Date" in its entirety to read as
follows:
"Effective Date" means (i) in the case of a dividend or distribution
on Common Shares in the form of Common Shares which dividend or distribution
permits the recipient to elect between cash and Common Shares, the date on which
the Common Shares are issued in connection with such dividend or distribution,
(ii) the date on which Common Shares will trade on the Official Segment of
Amsterdam Exchanges N.V.'s stock market excluding the relevant right or
entitlement relating to an event giving rise to an adjustment of the Conversion
Price or (iii) if (i) and (ii) are not applicable, the date on which the
relevant event is announced by the Issuer or, if no such announcement is made,
the date the relevant issue is made.
(b) Terms used herein and not otherwise defined herein shall have the
meanings set forth in the Indenture. All references to "Sections" shall be to
the sections of this 2000-A Indenture Supplement unless otherwise provided
herein.
SECTION 2. Creation of 2000-A. There is hereby created for issuance
under this 2000-A Indenture Supplement the Securities designated 8 1/4 %
Guaranteed Senior Notes due 2010 (the "2000-A Notes").
As provided in Section 2.6 of the Indenture, the following terms of
such 2000-A Notes are established hereby:
(1) the title of the 2000-A Notes shall be 8 1/4% Guaranteed
Senior Notes due 2010;
(2) the 2000-A Notes shall be limited initially to an aggregate
principal amount of $700 million. The Issuer may from time to time,
without the consent of the Holders, create and issue additional 2000-A
Notes pursuant to the Indenture, having the same terms and conditions
under the Indenture in all respects as the applicable 2000-A Notes (or
in all respects save for the date for and amount of the first payment
of interest thereon), and guaranteed by the Guarantor to the same
extent in all respects as the applicable 2000-A Notes so that the
additional 2000-A Notes are consolidated with and form a single series
with the previously outstanding applicable 2000-A Notes;
(3) the principal of the 2000-A Notes shall be paid at maturity
on July 15, 2010;
(4) the 2000-A Notes will bear interest at the rate of 8 1/4 %
per annum; the interest payment dates shall be July 15 and January 15
of each year, commencing January 15, 2001, and the record date for the
determination of Holders to whom interest is payable shall be the
close of business of July 1 and January 1 of each year; interest shall
accrue from July 20, 2000;
(5) principal and interest on the 2000-A Notes shall be
payable at the Corporate Trust Office;
(6) the 2000-A Notes shall be redeemable at the option of the
Issuer, in whole but not in part with respect to an applicable series,
if the Guarantor becomes obligated to pay Additional Amounts to the
Holders of the applicable 2000-A Notes as a result of certain changes
in the tax laws of The Netherlands, as provided in Section 10.7 of the
Indenture;
(7) the 2000-A Notes also shall be redeemable at the option of
the Issuer as provided in Section 4;
(8) the 2000-A Notes are to be issued in the form of one or
more Global Securities as provided in Section 3;
(9) the CUSIP number for the 2000-A Notes is 000000XX0; and
(10) the 2000-A Notes may be issued at various times, but
all 2000-A Notes of the series shall otherwise be identical, except
for denomination.
SECTION 3. Global Security. (a) The 2000-A Notes will be issued in the
form of a Global Security registered in the name of Cede & Co., as nominee for
DTC, which shall function as Depositary until such time as a successor is
appointed pursuant to the Indenture. 2000-A Notes will not be issuable in
definitive bearer form or, except in the circumstances described in Section 2.7
of the Indenture, in definitive registered form. Except as set forth herein, a
Global Security may be transferred, in whole, but not in part, only to a nominee
of the Depositary or to a successor of the Depositary or its nominee.
(b) Interests in the Global Securities will be exchangeable in whole
(without change to any Holder) for 2000-A Note certificates only. In such
circumstances, the relevant Global Security shall be exchanged in full for
2000-A Note certificates, in accordance with the terms of the Indenture, and the
Issuer will, at the cost of the Issuer (but against such indemnity as the
Trustee may require in respect of any tax, fee, assessment, charge or other duty
of whatever nature which may be levied or imposed in connection with such
exchange), cause sufficient definitive 2000-A Note certificates to be executed
and delivered to the Trustee for completion, authentication and dispatch to the
relevant beneficial owners within 30 days of the relevant event. A person having
an interest in a Global Security must provide the Issuer and the Trustee with a
written order containing instructions and such other information as the Issuer
and the Trustee may require to complete, execute and deliver such definitive
2000-A Note certificates.
(c) Notwithstanding the provisions of Section 3.1 of the Indenture to
the contrary, as long as any 2000-A Notes are evidenced by a Global Security,
each payment of interest on such 2000-A Notes will be paid by the Trustee or the
relevant paying agent by wire transfer to the Depositary or its nominee.
SECTION 4. Optional Redemption. (a) The Issuer shall have the right to
redeem the 2000-A Notes, at any time, upon not less than 30 nor more than 60
days' notice as provided in the 2000-A Notes, at a redemption price of 100% of
the principal amount of the 2000-A Notes to be redeemed, together with accrued
and unpaid interest to the redemption date, if any, plus the applicable
Make-Whole Premium thereon.
(b) The applicable Make-Whole Premium for any 2000-A Note to be
redeemed shall be equal to (1) the sum of the present values of all of the
remaining scheduled payments of principal and interest from the redemption date
to the respective due dates for such payments until maturity of such 2000-A Note
computed on a semi-annual basis by discounting such payments (assuming a 360-day
year consisting of twelve 30-day months) using a rate equal to the Adjusted
Treasury Rate (as defined below) plus 20 basis points less (2) the principal
amount of such 2000-A Note plus accrued and unpaid interest to the redemption
date; provided that if (1) is less than (2), the Make-Whole Premium shall equal
zero.
The term "Adjusted Treasury Rate" shall mean, with respect to any
redemption date, the rate per annum equal to the semi-annual equivalent yield to
maturity of the Comparable Treasury Issue, assuming a price for the comparable
treasury issue (expressed as a percentage of its principal amount) equal to the
Comparable Treasury Price for such redemption date.
The term "Comparable Treasury Issue" shall mean the United States
Treasury security selected by X.X. Xxxxxx Securities Inc. as having a maturity
comparable to the remaining term of the 2000-A Notes to be redeemed that would
be utilized at the time of selection and in accordance with customary financial
practice, in pricing new issues of corporate debt securities of comparable
maturity to the remaining term of such 2000-A Notes.
The term "Comparable Treasury Price" shall mean, with respect to any
redemption date, (1) the average of the Reference Treasury Dealer Quotations for
such redemption date, after excluding the highest and lowest of such Reference
Treasury Dealer Quotations, or (2) if the Trustee obtains fewer than three such
Reference Treasury Dealer Quotations, the average of such quotations.
The term "Reference Treasury Dealer" shall mean (1) X.X. Xxxxxx
Securities Inc. and its respective successors; (2) Xxxxxx Xxxxxxx & Co.
Incorporated and its respective successors; provided, however, that if either of
the foregoing shall cease to be a primary U.S. government securities dealer in
New York City (a "Primary Treasury Dealer"), the Issuer shall substitute
therefor another Primary Treasury Dealer; and (3) any other Primary Treasury
Dealer selected by the Issuer.
The term "Reference Treasury Dealer Quotations" shall mean, with
respect to each Reference Treasury Dealer and any redemption date, the average,
as determined by the Issuer, of the bid and asked prices for the Comparable
Treasury Issue (expressed in each case as a percentage of its principal amount)
quoted in writing to the Trustee by such Reference Treasury Dealer at 5:00 p.m.
on the third business day preceding such redemption date.
(c) From and after the redemption date, if money for the redemption of
the 2000-A Notes called for redemption shall have been made available as
provided in the Indenture and the 2000-A Notes called for redemption on the
redemption date, such 2000-A Notes shall cease to bear interest, and the only
right of the Holders of such 2000-A Notes shall be to receive payment of the
redemption price and all unpaid interest accrued to the date of redemption.
SECTION 5. Notices. Notwithstanding anything in the Indenture to the
contrary, notices to the Holders shall be given by delivery of the relevant
notice, so long as 2000-A Notes are in the form of Global Security, to the
Depositary for communication by it to its participants.
SECTION 6. Modification and Ratification of Indenture. As supplemented
and modified by this 2000-A Indenture Supplement, the Indenture is in all
respects ratified and confirmed, and the Indenture as so supplemented and
modified by this 2000-A Indenture Supplement shall be read, taken and construed
as one and the same instrument.
SECTION 7. Counterparts. This 2000-A Indenture Supplement may be
executed in any number of counterparts, each of which so executed shall be
deemed to be an original but all of which shall together constitute but one and
the same instrument.
SECTION 8. Governing Law. As provided in Section 13.8 of the
Indenture, this 2000-A Indenture Supplement and each 2000-A Note shall be
construed in accordance with the laws the State of New York.
* * *
IN WITNESS WHEREOF, the parties hereto have caused this 2000-A
Indenture Supplement to be duly executed, all as of July 20, 2000.
AHOLD FINANCE U.S.A., INC.
By: /s/ Xxxxx Xxxxx
-------------------------
Name: Xxxxx Xxxxx
Title: Vice President
Attest:
By: /s/ Xxxx X. Xxxxx
----------------------
Name: Xxxx X. Xxxxx
Title: Secretary
KONINKLIJKE AHOLD N.V.
By: /s/ Xxxxx Xxxxxxxxxx
---------------------------
Name: Xxxxx Xxxxxxxxxx
Title: Senior Vice President
Finance and Fiscal Affairs
THE CHASE MANHATTAN BANK,
as Trustee
By: /s/ Xxxxx X. Xxxxxxxx
---------------------------
Name: Xxxxx X. Xxxxxxxx
Title: Vice President
