DELHAIZE GROUP SA/NVUnderwriting Agreement • April 10th, 2012 • 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 4.125% Notes due 2019 (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, LLC (“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, as supplemented by the Joinder Agreement dated as of December 18, 2009 (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. J.P. Morgan Securities L
DELHAIZE GROUP SA/NV as Issuer ING BELGIUM SA/NV as Domiciliary Agent THE BANK OF NEW YORK MELLON as Trustee DOMICILIARY AGENCY AGREEMENT dated as of April 10, 2012 relating to $300,000,000 4.125% Senior Notes due 2019Domiciliary Agency Agreement • April 10th, 2012 • Delhaize Group • Retail-grocery stores • New York
DELHAIZE GROUP SA/NV, as Issuer and THE BANK OF NEW YORK MELLON, as Trustee SECOND SUPPLEMENTAL INDENTURE Dated as of April 10, 2012 to Indenture Dated as of February 2, 2009Second Supplemental Indenture • April 10th, 2012 • Delhaize Group • Retail-grocery stores • New York
SECOND SUPPLEMENTAL INDENTURE, dated as of April 10, 2012 (the “Second 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, not in its individual capacity but solely as trustee (the “Trustee”).
