EXHIBIT 4(e)
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DELHAIZE AMERICA, INC., as Issuer
FOOD LION, LLC, HANNAFORD BROS. CO. and
KASH N' XXXXX FOOD STORES, INC., as Guarantors
AND
THE BANK OF NEW YORK
as Trustee
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SECOND SUPPLEMENTAL INDENTURE
Dated as of September 6, 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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SECOND SUPPLEMENTAL INDENTURE
THIS SECOND SUPPLEMENTAL INDENTURE (this "Second Supplemental Indenture"),
dated as of September 6, 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") 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 "Base 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 Base 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;
WHEREAS, pursuant to Section 15.7 of the Base Indenture, any Person (as
defined in the Base Indenture) may assume the rights, duties and obligations of
a Guarantor (as defined in the Base Indenture) under the Base Indenture by
executing an indenture supplemental to the Base Indenture;
WHEREAS, Section 9.1(2) of the Base Indenture provides that modifications
and amendments to the Base Indenture may be made and one or more indentures
supplemental to the Base Indenture may be entered into to evidence the addition
of one or more additional Persons as a Guarantor under the Base Indenture,
without the written consent of the Holders of the Securities;
WHEREAS, Hannaford and Kash n' Xxxxx each desire to become a Guarantor
under the Base Indenture; and
WHEREAS, all conditions precedent provided for in the Base Indenture
relating to this Second Supplemental Indenture have been complied with.
NOW, THEREFORE, THIS SECOND SUPPLEMENTAL INDENTURE WITNESSETH, the Company,
Food Lion, Hannaford, Kash n' Xxxxx 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. Hannaford and Kash n' Xxxxx hereby agree to
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assume the rights, duties and obligations of a Guarantor under the Base
Indenture as provided for in Section 15.7 of the Base Indenture.
1.2. Mutatis Mutandis Effect. The Base Indenture is hereby amended mutatis
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mutandis to reflect the addition of each of Hannaford and Kash n' Xxxxx as a
Guarantor under the Base Indenture.
ARTICLE II
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Miscellaneous
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2.1. Counterparts.
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This Second Supplemental Indenture may be executed in 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.
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In the event that any provision of this Second 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.
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The article and section headings herein are for convenience only and shall
not effect the construction hereof.
2.4. Successors and Assigns.
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Any agreements in this Second Supplemental Indenture by the Company, Food
Lion, Hannaford and Kash n' Xxxxx shall bind their successors and assigns,
whether so expressed or not.
2.5. Governing Law.
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THIS SECOND SUPPLEMENTAL INDENTURE SHALL BE DEEMED TO BE 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 Second Supplemental Indenture.
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Except as amended by this Second Supplemental Indenture, the terms and
provisions of the Base Indenture shall remain in full force and effect.
2.7. Trustee.
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The Trustee accepts the modifications effected by this Second Supplemental
Indenture, but only upon the terms and conditions set forth in the Base
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,
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Hannaford and Kash n' Xxxxx, 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 Second Supplemental Indenture and the Trustee makes no
representation with respect thereto.
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IN WITNESS WHEREOF, the parties hereto have caused this Second Supplemental
Indenture to be duly executed as of the day and year first written above.
DELHAIZE AMERICA, INC.
By: /s/ X. Xxxx Xxxxx
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Name: X. Xxxx Xxxxx
Title: Assistant Secretary
FOOD LION, LLC
By: /s/ X. Xxxx Xxxxx
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Name: X. Xxxx Xxxxx
Title: Assistant Secretary
HANNAFORD BROS. CO.
By: /s/ Xxxxx Xxxxxxxxx
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Name: Xxxxx Xxxxxxxxx
Title: Vice President
KASH N' XXXXX, INC.
By: /s/ X. Xxxx Xxxxx
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Name: X. Xxxx Xxxxx
Title: Assistant Secretary
THE BANK OF NEW YORK, as Trustee
By: /s/ Xxxxx Xxxxxxxxx Xxxxxx
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Name: Xxxxx Xxxxxxxxx-Xxxxxx
Title: Vice President
