Exhibit 4.10
AHOLD FINANCE U.S.A., INC., as Issuer
KONINKLIJKE AHOLD N.V., as Guarantor
and
THE CHASE MANHATTAN BANK, as Trustee
THIRD INDENTURE SUPPLEMENT
Dated as of December 15, 2000
Amending and Supplementing the
GUARANTEED SENIOR DEBT INDENTURE
Dated as of April 29, 1999
THIS THIRD SUPPLEMENTAL INDENTURE, dated as of December 15, 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").
W I T N E S S E T H:
- - - - - - - - - -
WHEREAS, the Issuer, the Guarantor and the Trustee are parties to that
certain Guaranteed Senior Debt Indenture dated as of April 29,1999, as
supplemented by (1) the Indenture Supplement, dated April 29, 1999 providing for
the issuance of 6 1/4% Guaranteed Senior Notes due 2009 and 67/8% Guaranteed
Senior Notes due 2029 (the "Series 1999-A Notes" and the "Series 1999-B Notes",
respectively), and (2) the 2000-A Indenture Supplement, dated as of July 20,
2000, providing for the issuance of 8 1/4% Guaranteed Senior Notes due 2010 (the
"2000-A Notes"); and
WHEREAS, Section 7.1(g) of the Indenture provides that the Issuer, the
Guarantor and the Trustee, without the consent of the Holders of any of the
Securities at the time Outstanding, may enter into an indenture supplemental to
change or eliminate any provisions or to make such other provisions in regard to
matters arising under the Indenture as the Issuer or the Guarantor may deem
desirable and which shall not adversely affect the interests of the Holders of
the Securities at the time Outstanding; and
WHEREAS, in accordance with Section 7.1(g) of the Indenture, the
Issuer, the Guarantor and the Trustee wish to amend certain provisions of the
Indenture; and
WHEREAS, amendments to certain provisions of the Indenture will apply
only to Securities of any series issued on or after the date hereof and
therefore shall not adversely affect the interests of the Holders of the
Securities currently Outstanding;
NOW, THEREFORE:
In consideration of the premises and the purchases of the Securities
by the Holders thereof, the Issuer and the Trustee mutually covenant and agree
for the equal and proportionate benefit of the respective Holders from time to
time of the Securities as follows:
SECTION 1. Definitions. (a) With respect to any Securities of any
series issued on or after the date hereof, Section 1.1 of the Indenture hereby
is amended by amending and restating the definition of "Business Day" contained
therein to read in its entirety as provided below.
"Business Day" means, notwithstanding anything in the Indenture to the
contrary, any day that is not a Saturday or Sunday and that is not a day on
which banking institutions in The Netherlands or in the Borough of Manhattan,
City and State of New York are generally authorized or obligated by law to close
in the relevant place of payment and, in relation to any payment or calculation
in euro, a day on which the Trans-European Real-Time Automated Gross Settlement
Express Transfer (TARGET) system is open.
(b) Section 1.1 of the Indenture hereby is further amended by amending
the definitions listed below so as to read in their entirety as provided below.
For avoidance of doubt, such amended definitions shall be applicable to the
Series 1999-A Notes, the Series 1999-B Notes and the 2000-A Notes and to any
Securities issued on or after the date hereof.
"AEX-Stock Exchange" means the Euronext Amsterdam N.V. stock market,
formerly known as the Amsterdam Stock Exchange.
"Parent Common Shares" means the common shares, par value Euro 0.25
per share, of the Guarantor, as designated on the date hereof, and all shares
resulting from any reclassification of such common shares.
(c) Terms used herein and not otherwise defined herein shall have the
meanings set forth in the Indenture.
(d) All references to "Sections" shall be to sections of this Third
Supplemental Indenture unless otherwise provided herein.
SECTION 2. Further Amendments to the Indenture. The Indenture hereby
is further amended, with respect to Securities of any series issued on or after
the date hereof, as follows:
(a) Section 2.1 of the Indenture is hereby amended by deleting the
last sentence of the first paragraph therein in its entirety.
(b) Section 3.4 of the Indenture is amended by (x) deleting the dollar
value "$750,000,000" and by (y) inserting the dollar value "$1,750,000,000" in
lieu thereof.
SECTION 3. No Application of Certain Amendments to Outstanding Notes.
For the avoidance of doubt, the amendment to Section 1.1 of the Indenture to the
extent effected by Section 1(a) of this Third Supplemental Indenture, as well as
the amendments to Sections 2.1 and 3.4 of the Indenture effected by Section 2 of
this Third Supplemental Indenture shall have no application to the Series 1999-A
Notes, the Series 1999-B Notes and the 2000-A Notes, and the amended provisions
of the Indenture specified in this sentence, to the extent amended pursuant to
Section 1(a) or 2 of this Third Supplemental Indenture, shall be deemed not to
have been so amended with respect to the Series 1999-A Notes, the Series 1999-B
Notes and the 2000-A Notes.
SECTION 4. Modification and Ratification of Indenture. As supplemented
and modified by this Third Supplemental Indenture, the Indenture is in all
respects ratified and confirmed, and, subject to Section 3 hereof, the Indenture
as so supplemented and modified by this Third Supplemental Indenture shall be
read, taken and construed as one and the same instrument in the manner and to
the extent herein and therein provided.
SECTION 5. Counterparts. This Third Supplemental Indenture 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 6. Governing Law. As provided in Section 13.8 of the
Indenture, this Third Supplemental Indenture shall be deemed to be a contract
under the laws of the State of New York, and for all purposes shall be construed
in accordance with the laws the State of New York.
* * *
IN WITNESS WHEREOF, the parties hereto have caused this Third
Supplemental Indenture to be duly executed, as of December 15, 2000.
AHOLD FINANCE U.S.A., INC.
as Issuer
By:
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Name:
Title:
KONINKLIJKE AHOLD N.V.
as Guarantor
By:
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Name:
Title:
THE BANK OF NEW YORK
as Trustee
By:
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Name:
Title:
