EXHIBIT 4(F)
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DELHAIZE AMERICA, INC., as Issuer
FOOD LION, LLC, HANNAFORD BROS. CO., KASH N' XXXXX FOOD
STORES, INC., FL FOOD LION, INC., RISK MANAGEMENT SERVICES, INC.,
HANNBRO COMPANY, XXXXXX'X FOODS OF SOUTH BURLINGTON, INC., SHOP `N
SAVE-MASS., INC., HANNAFORD PROCUREMENT CORP., XXXXX XXXXXX & SONS, INC.
as Guarantors
AND
THE BANK OF NEW YORK
as Trustee
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THIRD SUPPLEMENTAL INDENTURE
Dated as of November __, 2001
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$600,000,000 7.375% Notes due 2006
$1,100,000,000 8.125% Notes due 2011
900,000,000 9.000% Debentures due 2031
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THIRD SUPPLEMENTAL INDENTURE
THIS THIRD SUPPLEMENTAL INDENTURE (this "Third Supplemental Indenture"),
dated as of November __, 2001, among Delhaize America, Inc., a North Carolina
corporation (the "Company"), Food Lion, LLC, a North Carolina limited liability
company ("Food Lion"), Hannaford Bros. Co., a Maine corporation ("Hannaford"),
Kash n' Xxxxx Food Stores, Inc., a Delaware corporation ("Kash n' Xxxxx"), 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"), Xxxxxx'x Foods of South Burlington, Inc., a Vermont
corporation ("Xxxxxx'x"), Shop `n Save-Mass., Inc., a Massachusetts corporation
("Shop `n Save"), Hannaford Procurement Corp., a Maine corporation ("HPC"),
Xxxxx Xxxxxx & Sons, Inc., a North Carolina corporation ("Boney") and The Bank
of New York, a New York banking corporation, as trustee (the "Trustee").
WHEREAS, the Company and Food Lion have previously executed and delivered
to the Trustee an indenture, dated as of April 15, 2001 (the "Indenture"),
providing for the issuance from time to time of one or more series of the
Company's securities;
WHEREAS, the Company, Food Lion and the Trustee have previously executed a
First Supplemental Indenture to the Indenture, dated as of April 19, 2001 (the
"First Supplemental Indenture"), creating three new series of securities of the
Company: (i) 7.375% Notes due 2006, (ii) 8.125% Notes due 2011 and (iii) 9.000%
Debentures due 2031 (the "Securities");
WHEREAS, the Company, Food Lion, Hannaford and Kash n' Xxxxx have
previously executed a Second Supplemental Indenture to the Indenture whereby
Hannaford and Kash n' Xxxxx agreed to assume the rights, duties and obligations
of a Guarantor (as defined in the Indenture) under the Indenture;
WHEREAS, pursuant to Section 15.7 of the Indenture, any Person (as defined
in the Indenture) may assume the rights, duties and obligations of a Guarantor
under the Indenture by executing an indenture supplemental to the Indenture;
WHEREAS, Section 9.1(2) of the Indenture provides that modifications and
amendments to the Indenture may be made and one or more indentures supplemental
to the Indenture may be entered into to evidence the addition of one or more
additional Persons as a Guarantor under the Indenture, without the written
consent of the Holders (as defined in the Indenture) of the Securities;
WHEREAS, FL Food Lion, RMS, Hannbro, Xxxxxx'x, Shop `n Save, HPC and Boney
each desires to become a Guarantor under the Indenture; and
WHEREAS, all conditions precedent provided for in the Indenture relating to
this Third Supplemental Indenture have been complied with.
NOW, THEREFORE, THIS THIRD SUPPLEMENTAL INDENTURE WITNESSETH, the Company,
Food Lion, Hannaford, Kash n' Xxxxx, FL Food Lion, RMS, Hannbro, Xxxxxx'x, Shop
`n Save, HPC, Boney and the Trustee agree as follows for the benefit of each
other and for the equal and ratable benefit of the Holders of the Securities:
ARTICLE I
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1.1. Additional Guarantors. Each of FL Food Lion, RMS, Hannbro, Xxxxxx'x,
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Shop `n Save, HPC and Boney hereby agrees to assume the rights, duties and
obligations of a Guarantor under the Indenture as provided for in Section 15.7
of the Indenture.
1.2. Mutatis Mutandis Effect. The Indenture is hereby amended mutatis
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mutandis to reflect the addition of each of FL Food Lion, RMS, Hannbro,
Xxxxxx'x, Shop `n Save, HPC and Boney as a Guarantor under the Indenture.
ARTICLE II
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Miscellaneous
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2.1. Counterparts. This Third Supplemental Indenture may be executed in
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counterparts, each of which when so executed shall be deemed to be an original,
but all such counterparts shall together constitute one and the same instrument.
2.2. Severability. In the event that any provision of this Third
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Supplemental Indenture is held to be invalid, illegal or unenforceable, the
validity, legality and enforceability of the remaining provisions shall not in
any way be affected or impaired thereby.
2.3. Headings. The article and section headings herein are for convenience
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only and shall not effect the construction hereof.
2.4. Successors and Assigns. Any agreements in this Third Supplemental
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Indenture by the Company, Food Lion, Hannaford, Kash n' Xxxxx, FL Food Lion,
RMS, Hannbro, Xxxxxx'x, Shop `n Save, HPC and Boney shall bind their successors
and assigns, whether so expressed or not.
2.5. Governing Law. THIS THIRD SUPPLEMENTAL INDENTURE SHALL BE DEEMED TO BE
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A CONTRACT UNDER THE INTERNAL LAWS OF THE STATE OF NEW YORK AND FOR ALL PURPOSES
SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF SUCH STATE.
2.6. Effect of Third Supplemental Indenture. Except as amended by this
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Third Supplemental Indenture, the terms and provisions of the Indenture shall
remain in full force and effect.
2.7. Trustee. The Trustee accepts the modifications effected by this Third
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Supplemental Indenture, but only upon the terms and conditions set forth in the
Indenture. Without limiting the generality of the foregoing, the Trustee assumes
no responsibility for the correctness of the recitals contained herein, which
shall be taken as the statements of the Company, Food Lion, Hannaford, Kash n'
Xxxxx, FL Food Lion, RMS, Hannbro, Xxxxxx'x, Shop `n Save, HPC and Boney, and
the Trustee shall not be responsible or accountable in any way whatsoever for or
with respect to the validity, execution or sufficiency of this Third
Supplemental Indenture and the Trustee makes no representation with respect
thereto.
2
IN WITNESS WHEREOF, the parties hereto have caused this Third Supplemental
Indenture to be duly executed as of the day and year first written above.
DELHAIZE AMERICA, INC.
By:________________________________
Name: G. Xxxx Xxxxx
Title: Assistant Secretary
FOOD LION, LLC
By: ________________________________
Name: G. Xxxx Xxxxx
Title: Assistant Secretary
HANNAFORD BROS. CO.
By: _________________________________
Name: Xxxxx Xxxxxxxxx
Title: Vice President
KASH N' XXXXX FOOD STORES, INC.
By: _________________________________
Name: G. Xxxx Xxxxx
Title: Assistant Secretary
FL FOOD LION, INC.
By: _________________________________
Name:
Title:
RISK MANAGEMENT SERVICES, INC.
By: ________________________________
Name:
Title:
HANNBRO COMPANY
By: ________________________________
Name:
Title:
XXXXXX'X FOODS OF SOUTH BURLINGTON, INC.
By: ________________________________
Name:
Title:
SHOP `N SAVE-MASS., INC.
By: ________________________________
Name:
Title:
HANNAFORD PROCUREMENT CORP.
By: ________________________________
Name:
Title:
XXXXX XXXXXX & SONS, INC.
By: ________________________________
Name:
Title:
THE BANK OF NEW YORK, as Trustee
By: ________________________________
Name:
Title:
