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 April 29, 1999
to
INDENTURE
Dated as of April 29, 1999
6 1/4% Guaranteed Senior Notes Due 2009
6 7/8% Guaranteed Senior Notes Due 2029
This Indenture Supplement (the "Indenture Supplement") dated as of
April 29, 1999 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 (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 series of 6
1/4% Guaranteed Senior Notes due 2009 and series of 67/8% Guaranteed Senior
Notes due 2029, as provided hereto;
WHEREAS, the Issuer, the Guarantor and the Trustee are executing and
delivering this Indenture Supplement in order to provide for both such series of
Guaranteed Senior Notes;
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. 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 Indenture Supplement unless
otherwise provided herein.
SECTION 2. Creation of Series 1999-A and Series 1999-B. There is
hereby created for issuance under this Indenture Supplement a series of
Securities designated 6 1/4% Guaranteed Senior Notes due 2009 (the "Series
1999-A Notes") and a series of Securities designated 67/8% Guaranteed Senior
Notes due 2029 (the "Series 1999-B Notes", and together with the Series 1999-A
Notes, the "Notes").
As provided in Section 2.6 of the Indenture, the following terms of
such Series 1999-A Notes and Series 1999-B Notes are established hereby:
(1) the title of the Series 1999-A Notes shall be 6 1/4% Guaranteed
Senior Notes due 2009; the title of the Series 1999-B Notes shall be 67/8%
Guaranteed Senior Notes due 2029;
(2) the Series 1999-A Notes shall be limited initially to an aggregate
principal amount of $500 million. The Series 1999-B Notes shall be limited
initially to an aggregate principal amount of $500 million. The Issuer may
from time to time, without the consent of the Holders, create and issue
additional Notes pursuant to the Indenture, having the same terms and
conditions under the Indenture in all respects as the applicable 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 Notes so that the additional Notes are
consolidated with and form a single series with the previously outstanding
applicable Notes;
(3) the principal of the Series 1999-A Notes and the Series 1999-B
Notes shall be paid at maturity on May 1, 2009 and May 1, 2029,
respectively;
(4) the Series 1999-A Notes and the Series 1999-B Notes will bear
interest at the rate of 6 1/4% per annum and 67/8% per annum, respectively;
the interest payment dates shall be May 1 and November 1 of each year,
commencing November 1, 1999, and the record date for the determination of
Holders to whom interest is payable shall be the close of business of April
15 and October 15 of each year; interest shall accrue from April 29, 1999;
(5) principal and interest on the Notes shall be payable at the
Corporate Trust Office;
(6) the Series 1999-A Notes and the Series 1999-B 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 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 Series 1999-A Notes and the Series 1999-B Notes also shall be
redeemable at the option of the Issuer as provided in Section 4;
(8) the 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 Series 1999-A Notes is 000000XX0; the
CUSIP number for the Series 1999-B Notes is 000000XX0 ; and
(10) the Series 1999-A Notes and the Series 1999-B Notes may be issued
at various times, but all Notes of each series shall otherwise be
identical, except for denomination.
SECTION 3. Global Security. (a) Each of the Series 1999-A Notes and
the Series 1999-B 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. 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 Note certificates only. In such
circumstances, the relevant Global Security shall be exchanged in full for 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 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 Note certificates.
(c) Notwithstanding the provisions of Section 3.1 of the Indenture to
the contrary, as long as any Notes are evidenced by a Global Security, each
payment of interest on such 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 Series 1999-A Notes and the Series 1999-B Notes, in each case as a
whole series but not in part, at any time, upon not less than 30 nor more than
60 days' notice as provided in the Notes, at a redemption price of 100% of the
principal amount of the 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 Note to be redeemed
shall be equal to (x) 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 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 15 basis points less (y) the principal amount of
such Note plus accrued and unpaid interest to the redemption date; provided that
if (x) is less than (y), 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 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 Notes.
The term "Comparable Treasury Price" shall mean, with respect to any
redemption date, (i) 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 (ii) 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; provided, however, that if 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 (2) 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 Notes called for redemption shall have been made available as provided in
the Indenture and the Notes called for redemption on the redemption date, such
Notes shall cease to bear interest, and the only right of the Holders of such
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 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 Indenture Supplement, the Indenture is in all respects
ratified and confirmed, and the Indenture as so supplemented and modified by
this Indenture Supplement shall be read, taken and construed as one and the same
instrument.
SECTION 7. Counterparts. This 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 Indenture Supplement and each Note shall be construed in
accordance with the laws the State of New York.
* * *
IN WITNESS WHEREOF, the parties hereto have caused this Indenture
Supplement to be duly executed, all as of April 29, 1999.
AHOLD FINANCE U.S.A., INC.
By /s/ X.X. Xxxxx
-------------------------
Name: Xxxxx Xxxxx
Title: Vice President
Attest:
By /s/ Xxxxx Xxxxxx
-------------------------
Name: Xxxxx Xxxxxx
Title: Vice President
KONINKLIJKE AHOLD N.V.
By /s/ A.M. Meurs
-------------------------
Name: A.M. Meurs
Title: Executive Vice
President and CFO
THE CHASE MANHATTAN BANK,
as Trustee
By /s/ Xxxxx Xxxxxxxx
-------------------------
Name: Xxxxx Xxxxxxxx
Title: Second Vice
President
Attest:
By /s/ Xxx X. Xxxxxxxx
-------------------------
Name: Xxx X. Xxxxxxxx
Title: Associate
