EXHIBIT 4.1
Unless this certificate is presented by an authorized representative of
The Depository Trust Company, a New York corporation ("DTC"), to the
Company or its agent for registration of transfer, exchange or payment,
and any certificate issued is registered in the name of Cede & Co. or
such other name as requested by an authorized representative of DTC (and
any payment is made to Cede & Co. or to such other entity as is
requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE
OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an
interest herein.
R-1 CUSIP
ALBERTSON'S, INC.
7 3/4% Debenture due June 15, 2026
ALBERTSON'S, INC., a corporation duly organized and existing under
the laws of the State of Delaware (hereinafter called the "Company",
which term includes any successors under the Indenture, as hereinafter
defined), for value received, hereby promises to pay to CEDE & CO., or
registered assigns, the principal sum of Two Hundred Million Dollars
($200,000,000) on June 15, 2026, and to pay interest thereon subject to
the terms of the Indenture, from June 17, 1996, or from the most recent
Interest Payment Date (as hereinafter defined) to which interest has
been paid or duly provided for, whichever is later, until payment of the
principal hereof has been made or duly provided for. Subject to the
terms of the Indenture, interest shall be payable semiannually on June
15 and December 15 of each year (each an "Interest Payment Date")
commencing on December 15, 1996 and ending when payment of the principal
hereof has been made or duly provided for, at a rate of seven and three
quarters (7 3/4%) per annum computed on the basis of a 360-day year of
twelve 30-day months. The interest so payable, and punctually paid or
duly provided for, on any Interest Payment Date will, as provided in the
Indenture, be paid to the Person in whose name this Global Debenture (or
one or more Predecessor Securities) is registered at the close of
business on the Regular Record Date for such interest, which shall be
the June 1 or December 1 (as the case may be), whether or not a Business
Day, immediately preceding such Interest Payment Date. Any such
interest not so punctually paid or duly provided for will forthwith
cease to be payable to the Holder on such Regular Record Date and may
either be paid to the Person in whose name this Global Debenture (or one
or more Predecessor Securities) is registered at the close of business
on a Special Record Date for the payment of such Defaulted Interest to
be fixed by the Trustee, notice whereof shall be given to Holders not
less than ten days prior to such Special Record Date, or be paid as
otherwise provided in the Indenture.
This Global Debenture is one of a duly authorized issue of
debentures, notes, bonds or other evidences of indebtedness of the
Company (hereinafter called the "Securities") of the series hereinafter
specified, all issued or to be issued under and pursuant to an indenture
dated as of May 1, 1992 (herein called the "Indenture"), between the
Company and First Trust of New York, National Association, as Trustee
and successor in interest to the corporate trust business of Morgan
Guaranty Trust Company of New York (herein called the "Trustee", which
term includes any successor trustee under the Indenture), to which
Indenture and all indentures supplemental thereto reference is hereby
made for a description of the respective rights, limitations of rights,
obligations, duties and immunities thereunder of the Company, the
Trustee and the Holders of the Securities and of the terms upon which
the Securities are, and are to be, authenticated and delivered. The
Securities may be issued in one or more series, which different series
may be issued in various aggregate principal amounts, may mature at
different times, may bear interest (if any) at different rates, may be
subject to different redemption provisions (if any), and may otherwise
vary as in the Indenture provided. This Global Debenture represents an
aggregate principal amount of $200,000,000 of the Company's 7 3/4%
Debentures due June 15, 2026 (hereinafter called the "Debentures"),
which are a duly authorized issue of Securities under the Indenture
limited in aggregate principal amount to $200,000,000. This Global
Debenture is a senior unsecured general obligation of the Company that
will rank on a parity with all other senior unsecured indebtedness of
the Company from time to time outstanding.
So long as all of the Debentures shall be issued in the form of
Global Debentures, the principal of, premium, if any, and interest, if
any, on this Global Debenture shall be paid in immediately available
funds to DTC, or to such name or entity as is requested by an authorized
representative of DTC. If at any time the Debentures are no longer
represented by Global Debentures and are issued in definitive form
("Certificated Debentures"), then the principal of, premium, if any, and
interest, if any, on each Certificated Debenture at Maturity shall be
paid in immediately available funds to the Holder upon surrender of such
Certificated Debenture at the Corporate Trust Office of the Trustee in
the Borough of Manhattan, The City of New York, or at such other place
or places as may be designated in the Indenture, provided that such
Certificated Debenture is surrendered to the Trustee, acting as Paying
Agent, in time for the Paying Agent to make such payments in such funds
in accordance with its normal procedures. Payments of interest with
respect to Certificated Debentures other than at Maturity shall be made
by check mailed to the address of the Person entitled thereto as it
appears on the Security Register on the relevant Regular or Special
Record Date or by wire transfer in immediately available funds to such
account as may have been appropriately designated to the Paying Agent by
such Person in writing not later than such relevant Regular Record Date.
Each payment of principal, premium, if any, and interest, if any, will
be made in such coin or currency of the United States of America as at
the time of payment is legal tender for the payment of public and
private debts.
This Global Debenture is not redeemable prior to maturity and is
not subject to payment from a sinking fund.
If an Event of Default with respect to this Global Debenture shall
occur and be continuing, the entire principal amount hereof may be
declared due and payable in the manner, with the effect and subject to
the conditions provided in the Indenture.
The Indenture permits, with certain exceptions as therein provided,
the amendment thereof and the modification of the rights and obligations
of the Company and the rights of the Holders of the Securities of each
series issued under the Indenture at any time by the Company and the
Trustee with the consent of the Holders of not less than 66 2/3% in
aggregate principal amount of the Securities at the time Outstanding of
each series to be affected. The Indenture also permits the amendment
thereof without the consent of the Holders of any of the Securities to,
among other things, cure any ambiguity or omission or correct or
supplement any provision therein that may be inconsistent with any other
provision therein, or take certain other actions, provided that such
actions will not adversely affect the interests of the Holders of
Securities of any series in any material respect. The Indenture also
contains provisions permitting the Holders of not less than a majority
in aggregate principal amount of Securities of any series at the time
Outstanding, on behalf of the Holders of all Securities of such series,
to waive certain past defaults under the Indenture and the consequences
thereof. Any such consent or waiver by the Holder of this Global
Debenture shall be conclusive and binding upon such Holder and upon all
future Holders of this Global Debenture and of any Debenture issued upon
the registration of transfer hereof or in exchange therefor or in lieu
hereof, whether or not notation of such consent or waiver is made upon
this Global Debenture.
Each of the defeasance and covenant defeasance provisions of
Article Thirteen of the Indenture shall apply to this Global Debenture.
Each of the covenant provisions of Sections 1008 and 1009 of the
Indenture shall apply to this Global Debenture.
No reference herein to the Indenture and no provision of this
Global Debenture or of the Indenture shall alter or impair the obliga-
tion of the Company, which is absolute and unconditional, to pay the
principal of, premium, if any, and interest, if any, on this Global
Debenture at the time, place and rate, and in the coin or currency
herein prescribed.
As provided in the Indenture and subject to certain limitations
therein set forth, the transfer of this Global Debenture is registrable
on the Securities Register upon surrender of this Global Debenture for
registration of transfer at the office or agency maintained by the
Company for that purpose in the Borough of Manhattan, The City of New
York, duly endorsed by, or accompanied by a written instrument of
transfer in form satisfactory to the Company and the Security Registrar,
duly executed by the Holder hereof or his or her attorney duly
authorized in writing, and thereupon one or more new Global Debentures
of authorized denominations and for the same aggregate principal amount
will be issued to the designated transferee or transferees. As provided
in the Indenture and subject to certain limitations therein set forth,
this Global Debenture is exchangeable for the same aggregate principal
of Global Debentures of authorized denominations, as requested by the
Holder surrendering the same. No service charge shall be made for any
such registration of transfer or exchange, but the Company may require
the payment of a sum sufficient to cover any tax or other governmental
charge payable in connection therewith.
The Company, the Trustee and any agent of the Company or the
Trustee may treat the Person in whose name this Global Debenture is
registered as the owner hereof for all purposes, whether or not this
Global Debenture may be overdue, and neither the Company nor the Trustee
nor any agent of the Company or the Trustee shall be affected by any
notice to the contrary.
In the event that (i) DTC, or any successor Depositary, notifies
the Company and the Trustee in writing that it is unwilling or unable to
continue as Depositary for this Global Debenture or if at any time DTC,
or any successor Depositary, ceases to be a clearing corporation
registered under the Exchange Act, and a successor Depositary is not
appointed by the Company within 90 days, (ii) the Company in its sole
discretion determines that the Debentures shall no longer be represented
by this Global Debenture and executes and delivers to the Trustee a
Company Order that this Global Debenture shall be exchangeable or (iii)
there shall have occurred and be continuing an Event of Default or an
event which, with the giving of notice or the lapse of time, or both,
would constitute an Event of Default with respect to the Debentures
represented by this Global Debenture, then the Company will issue
Debentures in definitive form in exchange for this Global Debenture. In
such event, an owner of a beneficial interest in this Global Debenture
will be entitled to have Debentures equal in aggregate principal amount
to such beneficial interest registered in its name and will be entitled
to physical delivery of such Debentures in definitive form. Debentures
so issued in definitive form will be issued as registered Debentures
without coupons in denominations of $1,000 and integral multiples
thereof.
Notwithstanding any provision herein to the contrary, every
Debenture authenticated and delivered upon registration of transfer of,
or in exchange for or in lieu of, this Global Debenture other than
pursuant to clauses (i), (ii) or (iii) of the preceding paragraph, shall
be authenticated and delivered in the form of, and shall be, a Global
Debenture.
As provided in the Indenture, this Global Debenture shall for all
purposes be governed by and construed in accordance with the laws of the
State of New York.
All terms used in this Global Debenture which are defined in the
Indenture shall have the meanings assigned to them in the Indenture
unless otherwise defined herein.
This Global Debenture shall not be valid or become obligatory for
any purpose until the certificate of authentication hereon shall have
been signed by the Trustee under the Indenture.
WITNESS THE SEAL OF THE COMPANY AND THE SIGNATURES OF ITS DULY
AUTHORIZED OFFICERS.
ALBERTSON'S, INC.
Dated: June 17, 1996 By:_____________________________
Senior Vice President, Finance
and Chief Financial Officer
[SEAL] By: __________________________
Corporate Secretary
TRUSTEE'S CERTIFICATION OF AUTHENTICATION
THIS IS ONE OF THE SECURITIES OF THE
SERIES DESIGNATED THEREIN REFERRED TO
IN THE WITHIN-MENTIONED INDENTURE.
FIRST TRUST OF NEW YORK, NATIONAL ASSOCIATION,
AS TRUSTEE
By: ____________________________
Authorized Officer
FOR VALUE RECEIVED the undersigned hereby sells,
assigns and transfers unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
________________________________
__________________________________________
__________________________________________
(Please print or typewrite name and address including postal zip code of
assignee)
__________________________________________
the within Global Debenture of ALBERTSON'S, INC. and all rights
hereunder, hereby irrevocably constituting and appointing
__________________________________________ attorney to transfer said
Global Debenture on the books of the within-named Company, with full
power of substitution in the premises.
Dated: _________________________
SIGN HERE _____________________________
NOTICE: THE SIGNATURE TO THIS
ASSIGNMENT MUST CORRESPOND
WITH THE NAME AS WRITTEN UPON
THE FACE OF THE WITHIN INSTRUMENT
IN EVERY PARTICULAR, WITHOUT
ALTERATION OR ENLARGEMENT OR
ANY CHANGE WHATEVER.
SIGNATURE GUARANTEED