DELHAIZE GROUP SA/NV 5-7/8% Senior Notes due 2014 UNDERWRITING AGREEMENT January 27, 2009 Banc of America Securities LLCUnderwriting Agreement • February 6th, 2009 • Delhaize Group • Retail-grocery stores • New York
Introductory. Delhaize Group SA/NV, a Belgian société anonyme (the “Company”), proposes to issue and sell to the several underwriters named in Schedule A (the “Underwriters”), acting severally and not jointly, the respective amounts set forth in such Schedule A of $300,000,000 aggregate principal amount of the Company’s 5-7/8% Notes due 2014 (the “Notes”). The Notes benefit from the guarantees (with respect to the Notes, the “Guarantees”, and together with the Notes, the “Securities”) of Delhaize America, Inc. (“Delhaize America”) and the other direct and indirect subsidiaries of the Company (collectively, the “Guarantors”) that are party to the Cross-Guarantee Agreement dated as of May 21, 2007 (the “Cross-Guarantee Agreement”). In this Agreement, the term “Notes” refers to the Notes represented by CDIs (as defined below), unless the context requires the reference be to the underlying Notes. Banc of America Securities LLC and J. P. Morgan Securities Inc. have agreed to act as represen
DELHAIZE GROUP SA/NV, AS ISSUER AND THE BANK OF NEW YORK MELLON, AS CDI DEPOSITARY AND THE OWNERS OF BOOK-ENTRY INTERESTS DEPOSIT AGREEMENT DATED AS OF February 2, 2009Deposit Agreement • February 6th, 2009 • Delhaize Group • Retail-grocery stores • New York
THIS DEPOSIT AGREEMENT (this “Agreement”) is made as of this 2nd day of February, 2009 by and between Delhaize Group SA/NV, a limited liability company organized under the laws of the Kingdom of Belgium (naamloz vennootschap) (the “Company”), and The Bank of New York Mellon, a New York banking corporation, as CDI Depositary (the “CDI Depositary”) and the owners from time to time of beneficial interests in any Certificated Depositary Interest (as defined below) issued hereunder in registered form in respect of Global Securities (as defined below) representing one or more Series (as defined below) of the Company’s unsecured debentures, notes or other evidence of indebtedness (the “Securities”) to be issued pursuant to the Indenture (as defined below).
DELHAIZE GROUP SA/NV, as Issuer and THE BANK OF NEW YORK MELLON, as Trustee Senior Securities INDENTURE Dated as of February 2, 2009Indenture • February 6th, 2009 • Delhaize Group • Retail-grocery stores • New York
THIS INDENTURE dated as of February 2, 2009, among Delhaize Group SA/NV (the “Issuer”), a limited liability company organized under the laws of the Kingdom of Belgium, and The Bank of New York Mellon, a New York banking corporation, as trustee (the “Trustee”).
DELHAIZE GROUP SA/NV as Issuer ING BELGIUM SA/NV as Principal Paying Agent THE BANK OF NEW YORK MELLON as Trustee AGENCY AGREEMENT dated as of February 2, 2009 relating to USD 300,000,000 5.875% Senior Notes due 2014Agency Agreement • February 6th, 2009 • Delhaize Group • Retail-grocery stores • New York
DELHAIZE GROUP SA/NV, as Issuer and THE BANK OF NEW YORK MELLON, as Trustee FIRST SUPPLEMENTAL INDENTURE Dated as of February 2, 2009 to Indenture Dated as of February 2, 2009First Supplemental Indenture • February 6th, 2009 • Delhaize Group • Retail-grocery stores • New York
FIRST SUPPLEMENTAL INDENTURE, dated as of February 2, 2009(the “First Supplemental Indenture”), between Delhaize Group SA/NV, a limited liability company duly organized and existing under the laws of the Kingdom of Belgium (the “Issuer”), and The Bank of New York Mellon, a banking corporation duly organized and existing under the laws of the State of New York, as trustee (the “Trustee”).
