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SECOND SUPPLEMENT TO INDENTURE, dated as of April 21, 1995, among
HOMELAND STORES, INC., a Delaware corporation (the "Company"),
HOMELAND HOLDING CORPORATION, a Delaware corporation (the
"Guarantor") and UNITED STATES TRUST COMPANY OF NEW YORK, a New
York banking association, as Trustee (the "Trustee").
RECITALS
WHEREAS, the Company, the Guarantor and the
Trustee have heretofore entered into an Indenture (the
"Indenture"), dated as of March 4, 1992, as supplemented by
the First Supplement to Indenture, dated as of June 17,
1992, providing for the issuance of up to $45 million
aggregate principal amount of Series A Senior Secured
Floating Rate Notes Due 1997 ("Series A Notes") and $75
million aggregate principal amount of Series B Senior
Secured Fixed Rate Notes Due 1999 ("Series B Notes");
WHEREAS, the Company has heretofore conducted an
exchange offer, pursuant to which it exchanged (i) $33
million of Series A Notes for an equal principal amount of
its Series D Notes Senior Secured Floating Rate Notes Due
1997 (leaving $12 million of Series A Notes outstanding) and
(ii) $75 million of Series B Notes for an equal principal
amount of its Series C Senior Secured Fixed Rate Notes Due
1999 (leaving no Series B Notes outstanding);
WHEREAS, Section 9.02 of the Indenture provides,
among other things, that the Company and the Trustee may
from time to time enter into indentures supplemental thereto
with the consent of the Securityholders of at least a
majority in principal amount of the Securities then
outstanding (other than Securities owned by the Company or
any of its affiliates) for the purposes of amending certain
provisions of the Indenture;
WHEREAS, the Company wishes to supplement the
Indenture by deleting, modifying or adding certain
provisions thereto or thereof;
WHEREAS, Securityholders of at least a majority in
principal amount of the Securities then outstanding (other
than Securities owned by the Company or any of its
affiliates) have consented to the amendments to the
Indenture set forth herein;
WHEREAS, pursuant to Section 9.02 of the
Indenture, the Company has furnished the Trustee with an
Officers' Certificate certifying that the aforesaid consent
of the Securityholders has been obtained; and
WHEREAS, all things necessary to make this
Supplemental Indenture a valid agreement of the Company and
the Trustee, and a valid amendment of and supplement to the
Indenture, have been done.
NOW, THEREFORE, in consideration of the premises,
the Company and the Guarantor agree with the Trustee as
follows:
ARTICLE I
RELATIONS TO INDENTURE
Section 1.01. Integration. This Second
Supplement to Indenture constitutes an integral part of the
Indenture.
Section 1.02. Capitalized Terms. Capitalized
terms used herein without definition shall have the meanings
specified in the Indenture.
Section 1.03. Conditions to Effectiveness. This
Second Supplement to Indenture shall become effective on the
first date (the "Effective Date"), on or prior to June 1,
1995, on which all of the following conditions shall have
been satisfied: (i) the Trustee shall have received
executed counterparts of this Second Supplement to
Indenture, signed by each of the Company and Holding, and
the Trustee shall have executed this Second Supplement to
Indenture; (ii) the Trustee shall have received the
Officers' Certificate required to be delivered pursuant to
Section 9.02 of the Indenture; (ii) the Trustee shall have
received an Officers' Certificate certifying that the
conditions identified in the Company's Solicitation
Statement, dated April 4, 1995 (the "Solicitation
Statement"), under "The Solicitation -- Conditions of the
Solicitation," have been satisfied; and (iv) the Trustee
shall have received any other Officers' Certificates or
Opinions of Counsel as the Trustee may reasonably request.
ARTICLE II
AMENDMENTS TO ARTICLE I OF INDENTURE
Section 2.01. Amendments of Existing Definitions.
Section 1.01 of the Indenture is amended as follows:
(a) The definition of "Capital Expenditures" is
amended to read in its entirety as follows:
"Capital Expenditures" means, for any
period, the capital expenditures made by the
Company and its Subsidiaries during such period
(including capital expenditures funded from
Note Net Proceeds which are reinvested in
accordance with Section 4.10) less (i) all
capital expenditures, in an amount not
exceeding $6,500,000 in the aggregate, relating
to (a) assets to be purchased by the Company,
and thereafter sold to AWG, in connection with
the AWG Purchase Agreement and (b) assets to be
purchased in connection with stores closed or
to be closed and (ii) capital expenditures in
respect of capital leases entered into in 1994
in an amount equal to $1,500,000."
(b) The definition of "Consolidated Fixed Charge
Coverage Ratio" is amended to read in its entirety as
follows:
"Consolidated Fixed Charge Coverage
Ratio" means, with respect to any period for
which it is to be determined, the ratio
obtained by dividing (i) the aggregate amount
of EBITDA of the Company and its Subsidiaries
on a consolidated basis for such period, less
(a) in the case of periods ending on each of
September 30, 1995 and December 30, 1995, Net
Capital Expenditures for such period, (b) in
the case of periods ending on each of March 23,
1996, June 15, 1996 and September 7, 1996, the
greater of (x) the Minimum Amount for such
period and (y) Net Capital Expenditures for
such period and (c) in the case of periods
ending on and after December 28, 1996, the
greater of (x) $3,000,000 and (y) Net Capital
Expenditures for such period, by (ii) the
Consolidated Interest Expense for such period.
(c) The definition of "Permitted Transactions" is
amended in the manner set forth below.
(i) Subclause (B)(3) of clause (i) of the
definition of "Permitted Transactions" is amended to read in
its entirety as follows:
"(3) loans or advances incurred prior to the
Reference Date and maturing in a period of one
year of less, to officers, directors or
employees to make principal payments of up to
$50,000 at any time that are due under the
indebtedness of such officer, director or
employee in connection with the Management
Subscription Agreements or Stock Subscription
Agreements, and any extension, renewal,
replacement, refunding or refinancing of such
loans or advances, or"
(ii) Clause (ii) of the definition of "Permitted
Transactions" is amended to read in its entirety as follows:
"(ii) guarantees incurred prior to the
Reference Date of Indebtedness of officers,
employees and directors in connection with the
Management Subscription Agreements or Stock
Subscription Agreements and payments in
discharge of such guarantees, and any
extension, renewal, replacement, refunding or
refinancing of such loans or advances;"
(iii) Clause (iii) of the definition of
"Permitted Transactions" is amended by deleting the figure
"$750,000" after the phrase "not to exceed" in the third
line thereof and inserting in lieu thereof "$150,000".
(iv) The definition of "Permitted Transactions"
is further amended by adding the following new subclause
"(D)" at the end of clause (i) thereof:
"(D) to repurchase shares of its common stock
owned by officers and employees of the Company
at a cash purchase price of $0.50 per share,
provided that such repurchases shall not exceed
$600,000 in the aggregate (net of amounts to be
repaid in respect of loans from the Company or
Holding);"
Section 2.02. Addition of New Definitions.
Section 1.01 of the Indenture is amended to insert, in the
appropriate alphabetical sequence, the following
definitions:
(a) "AWG" means Associated Wholesale Grocers,
Inc., a Missouri corporation.
(b) "AWG Equity" means all equity, deposits,
credits, sums and indebtedness of any kind or description
whatsoever, at any time owed by AWG to the Company or at any
time standing in the name of or to the credit of the Company
on the books and/or records of AWG, including, without
limitation, AWG Membership Stock, members deposit
certificates, patronage refund certificates, members
savings, direct patronage or year-end patronage,
concentrated purchase allowance, quarterly payments and any
other amounts due from AWG to the Company under the Supply
Agreement.
(c) "AWG Membership Stock" means the Class A
Common Stock, par value $100 per share, of AWG.
(d) "AWG Purchase Agreement" means the Asset
Purchase Agreement, dated as of February 6, 1995, between
the Company and AWG.
(e) "AWG Sale" means the sale of certain assets
of the Company pursuant to the AWG Purchase Agreement.
(f) "Conversion Expenses" means expenses in
respect of (i) the conversion of the Company from an entity
which buys inventory directly from manufacturers to one that
buys inventory from a wholesaler and (ii) the closure of
stores.
(g) "Debt-to-EBITDA Ratio" means, for any period,
the ratio obtained by dividing (i) the Indebtedness
of the Company and its Subsidiaries on a
consolidated basis as of the last day of such
period, by (ii) the aggregate amount of EBITDA of
the Company and its Subsidiaries on a consolidated
basis for such period.
(h) "EBITDA" of any Person for any period means
the sum of (i) the net income (or net loss) from operations
of such Person and its Subsidiaries on a consolidated basis
(determined in accordance with generally accepted accounting
principles) for such period, without giving effect to any
extraordinary or unusual gains (losses) or gains (losses)
from the sale of assets (other than the sale of Inventory in
the ordinary course of business), plus (ii) to the extent
that any of the items referred to in any of clauses (a)
through (c) below were deducted in calculating such net
income: (a) Consolidated Interest Expense of such Person for
such period; (b) income tax expense of such Person and its
Subsidiaries with respect to their operations for such
period; and (c) the amount of all non-cash charges
(including, without limitation, depreciation and
amortization) of such Person and its Subsidiaries for such
period; provided, however, that in calculating EBITDA of the
Company and its Subsidiaries (x) the non-cash reserve taken
in fiscal 1994 in respect of workers compensation in an
amount not exceeding $5,000,000 and (y) Conversion Expenses
in an amount not exceeding in the aggregate $3,000,000,
consisting of up to $2,800,000 in such expenses during 1995
and up to $400,000 in such expenses in 1996, shall be added
back to net income (or net loss) from operations to the
extent deducted in calculating such net income (or net
loss).
(i) "First Offer Rights" mean (i) AWG's right of
first offer with respect to the stores owned or operated by
the Company listed on Exhibit B of the Supply Agreement, as
such agreement may be amended from time to time and (ii) any
public recordation of such first offer rights, provided that
any such public recordation shall be terminable from time to
time as set forth in Section 7(f) of the Supply Agreement.
(j) "Major Remodel" means capital expenditures
made in respect of one of the Company's stores in an amount
exceeding, or expected to exceed, $400,000.
(k) "Membership Sign-Up Documents" means (i) the
Application for Membership by Homeland Stores, Inc.,
between the Company and AWG and (ii) the Stock Power
of Attorney granted to AWG by the Company with
respect to the AWG Membership Stock owned by the
Company;
(l) "Minimum Amount" means, for the fiscal
quarter period ending on each of the dates set forth
below, the amount specified opposite such date:
Date Amount
3/23/96 $ 750,000
6/15/96 $1,500,000
9 7/96 $2,250,000
(m) "Net Capital Expenditures" means, for any
period, the capital expenditures made by the Company and its
Subsidiaries in such period less (i) net cash proceeds from
the sale of assets which are reinvested pursuant to the
Indenture during such period, (ii) capital expenditures, in
an amount not exceeding $6,500,000 in the aggregate,
relating to (a) assets to be purchased by the Company, and
thereafter sold to AWG, in connection with the AWG Purchase
Agreement and (b) assets to be purchased by the Company in
connection with stores closed or to be closed and (iii)
capital expenditures in respect of capital leases entered
into in 1994 in an amount equal to $1,500,000.
(n) "Post-AWG Note Net Proceeds" means all Note
Net Proceeds received by the Company or its
Restricted Subsidiaries from Asset Sales occurring
after the closing date of AWG Sale.
(o) "Reference Date" means March 30, 1995.
(p) "Supply Agreement" means the Supply
Agreement, dated as of closing date of the AWG Sale,
between the Company and AWG.
(q) "Use Restrictions" means (i) the Company's
agreement under Section 8(b) of the Supply Agreement to
dedicate (to the extent of its interest therein (including
leasehold interests)) certain real property and the
improvements thereon to the exclusive use of a retail
grocery facility (including all activities which from time
to time are commonly associated with the operation of a
grocery facility) which is owned by a retail member of AWG
and (ii) any public recordation of such agreement, provided
that any such public recordation shall be terminable from
time to time as set forth in Section 8(b) of the Supply
Agreement.
Section 2.03. Deletion of Certain Definition.
Section 1.01 of the Indenture is amended by deleting the
definition of "Cash Flow" in its entirety.
ARTICLE III
AMENDMENTS TO ARTICLE IV OF INDENTURE
Section 3.01. Amendment to Section 4.05 of the
Indenture. Section 4.05 of the Indenture is amended by
adding the following new subsection (i):
"(i) Within 60 days after the end of
each fiscal quarter of the Company and within
120 days after the end of each fiscal year of
the Company an Officers' Certificate,
conforming to the requirements set forth in
Sections 12.04 and 12.05 hereof, stating that
Conversion Expenses included in the Company's
calculation of EBITDA for the previous fiscal
quarter were consistent with the definition of
the Conversion Expenses set forth in Section
1.01 of the Indenture and such Conversion
Expenses were determined in accordance with
generally accepted accounting principles."
Section 3.02. Amendment to Section 4.09 of the
Indenture. Section 4.09 of the Indenture is amended in the
manner set forth below.
(a) Clause (i) of subsection (c) of the Section
4.09 is amended to delete the figure "50,000,000" contained
therein and inserting in lieu thereof $"25,000,000".
(b) Clause (ii) of subsection (c) of Section 4.09
is amended to read in its entirety as follows:
"(ii) The Company may guarantee the principal
amount of borrowings by officers, employees and
directors in connection with the Management
Subscription Agreements and Stock Subscription
Agreements, provided that any such guarantee
was incurred prior to the Reference Date."
(c) Clause (i)(A) of subsection (d) of
Section 4.09 is amended to delete the figure "$50,000,000"
and inserting in lieu thereof "$25,000,000."
(d) Section 4.09 is further amended by adding the
following new subsection (f):
"(f) Notwithstanding anything to the
contrary in this Section 4.09, the Company may
incur Indebtedness in respect of the
obligations owed to AWG under the Supply
Agreement and the Membership Sign-Up
Documents."
Section 3.03. Amendment to Section 4.10 of the
Indenture. Section 4.10 of the Indenture is amended in the
manner set forth below.
(a) Clause (ii) of subsection (a) of Section 4.10
is amended to read in its entirety as follows:
"The Company and any Restricted
Subsidiaries of the Company may consummate an
Asset Sale for cash consideration at not less
than the fair market value thereof (as
determined in good faith by the Company's Board
of Directors), provided that (A) (1) the
Company may, within 180 days of the closing
date of the AWG Sale, reinvest, or commit to
reinvest, up to $5 million of the Note Net
Proceeds from the AWG Sale in Collateral
consisting of capital expenditures and (2) the
remaining Note Net Proceeds from the AWG Sale,
plus any Note Net Proceeds which were committed
to be reinvested under clause (1) above but
which are not subsequently reinvested, shall be
applied by the Company to an offer to redeem
the Notes in accordance with Article 3 hereof,
(B) following the date on which the Company and
its Restricted Subsidiaries have received Post-
AWG Note Net Proceeds in an amount equal to
$2,000,000, the Company shall make an offer to
redeem $2,000,000 in aggregate principal amount
of Notes in accordance with Article 3 hereof,
(C) following the date on which the Company and
its Restricted Subsidiaries have received Post-
AWG Note Net Proceeds in an amount equal to the
sum (the "Aggregate Special Redemption Amount")
of (1) $3,800,000 plus (2) the excess (if any)
of $25,500,000 over the aggregate principal
amount of Notes redeemed by the Company in
connection with the AWG Sale, the Company shall
make an offer to redeem the Notes in an amount
equal to the excess of the Aggregate Special
Redemption Amount over $2,000,000 in accordance
with Article 3 hereof and (D) all Post-AWG Note
Net Proceeds received by the Company and its
Restricted Subsidiaries in excess of the
Aggregate Special Redemption Amount shall be
either (1) applied by the Company to an offer
to redeem the Notes in accordance with
Article 3 hereof or (2) reinvested, or
committed to be reinvested, within 180 days of
the closing date of the Asset Sale relating to
such proceeds, in Collateral consisting of
capital expenditures, or if such proceeds that
were committed to be reinvested are not
subsequently reinvested, such proceeds shall be
applied by the Company to an offer to redeem
the Notes in accordance with Article 3 hereof
(provided that the Company will not be
obligated to make an offer pursuant to this
clause (D) until such time as the excess of the
Post-AWG Note Net Proceeds not invested, or
committed to be reinvested, in accordance with
this Section 4.10, over the Aggregate Special
Redemption Amount aggregates at least
$1,000,000)."
(b) Clause (v) of subsection (a) of Section 4.10
is amended to read in its entirety as follows:
"(v) the Company and any Restricted
Subsidiary of the Company may make sales of
real property (including leasehold interests
therein and fixtures related thereto) which in
the good faith opinion of the Company's Board
of Directors are immaterial to the business or
operations of the Company and its Subsidiaries
in the aggregate, provided that any such sale
resulting in Net Proceeds of $500,000 or more
shall be required to be applied in accordance
with the provisions of the preceding clauses
(a)(ii)(B), (C) and (D).
(c) Clause (vi) of subsection (a) of Section 4.10
is amended to read in its entirety as follows:
"(vi) The Company and any Restricted
Subsidiary of the Company may make sales of
assets and/or property in order to comply with
any applicable law, provided that any such sale
resulting in Net Proceeds of $500,000 or more
shall be required to be applied in accordance
with the provisions of the preceding clauses
(a)(ii)(B), (C) and (D).
(d) Subsection (b) of Section 4.10 is hereby
amended by deleting the phrase "clauses (a)(ii)(x) and
(a)(ii)(y)" contained therein and inserting in lieu thereof
the phrase "clauses (a)(ii)(B), (C) and (D)".
Section 3.04. Amendment to Section 4.11 of the
Indenture. Section 4.11 of the Indenture is amended in the
manner set forth below.
(a) Subsection (c) of Section 4.11 is amended by
deleting the text contained in such subsection and inserting
in lieu thereof the words "[Intentionally Omitted]".
(b) Subsection (g) of Section 4.11 is amended by
deleting the word "and" after the phrase "Section 4.10
hereof;".
(c) Section 4.11 is further amended by adding the
following new subsection (i):
"(i) investments consisting of (a) the
purchase by the Company of 15 shares of AWG
Membership Stock and (b) AWG members deposit
certificates, patronage refund certificates or
similar types of AWG Equity received or earned
by the Company from time to time based on the
Company's gross purchases from AWG pursuant to
the Supply Agreement or in lieu of receiving
cash rebates or refunds from AWG; and"
(d) Section 4.11 is further amended by adding the
following new subsection (j):
"(j) investments consisting of
(i) purchases of capital stock, in an aggregate
amount not exceeding $25,000, of retail
purchasing cooperatives (including, without
limitation, Farm Fresh, Inc., an Oklahoma
retail dairy cooperative ("Farm Fresh")) in
connection with becoming a member of such
cooperatives and (ii) additional capital stock
of such cooperatives which is received or
earned by the Company, in an aggregate amount
not exceeding $600,000 in the case of Farm
Fresh and $150,000 in the case of all other
cooperatives, based on the Company's gross
purchases from such cooperatives or in lieu of
receiving cash rebates or refunds from such
cooperatives, provided that, in each case, such
stock is purchased, received or earned in
connection with a supply agreement or
arrangement between the Company and such
cooperative which is on terms at least as
favorable to the Company as the terms that
could be obtained by the Company in a
comparable transaction made on an arms' length
basis with another cooperative, wholesaler or
supplier."
Section 3.05. Amendment to Section 4.12 of the
Indenture. Section 4.12 is amended by amending subsection
(a) thereof to read in its entirety as follows:
"(a) transactions the terms of which
are, in the good faith determination of the
Board of Directors, at least as favorable as
the terms that could be obtained by the Company
or such Restricted Subsidiary, as the case may
be, in a comparable transaction made on an
arms' length basis by the Company or such
Restricted Subsidiary with an unrelated
Person;"
Section 3.06. Amendment to Section 4.13 of the
Indenture. Section 4.13 of the Indenture is amended in the
manner set forth below.
(a) Subsection (h) of Section 4.13 is amended by
deleting the figure "$20,000,000" and inserting in lieu
thereof "$1,000,000".
(b) Section 4.13 is further amended by deleting
subsection (i) thereof and inserting in lieu thereof the
following new subsections (i), (j), (k) and (l):
"(i) Liens on AWG Equity owned or hereafter
acquired by the Company to secure the Company's
obligations to AWG under the Supply Agreement
and the Membership Sign-Up Documents; (j) Liens
consisting of the Use Restrictions; (k) Liens
consisting of the First Offer Rights; and (l)
any extension, renewal, or replacement (or
successive extensions, renewals or
replacements), in whole or in part, of Liens
permitted pursuant to subsections (a) through
(k) above".
Section 3.07. Amendment to Section 4.16 of the
Indenture. Section 4.16 of the Indenture is amended by
deleting the text contained in such section and inserting in
lieu thereof the words "[Intentionally Omitted]."
Section 3.08. Amendment to Section 4.21 of the
Indenture. Section 4.21 of the Indenture is amended to read
in its entirety as follows:
"Section 4.21. Maintenance of Consolidated
Fixed Charge Coverage Ratio.
The Company shall not permit its
Consolidated Fixed Charge Coverage Ratio for
the four fiscal quarter period ending on each
date set forth below to be less than the amount
set forth opposite such date:
Date Ratio
9/9/95 1.00:1
12/30/95 1.00:1
3/23/96 1.10:1
6/15/96 1.10:1
9/7/96 1.10:1
12/28/96 1.10:1
3/22/97 1.25:1
6/14/97 1.30:1
9/6/97 1:30:1
1/3/98 1:35:1
3/28/98 1:35:1
6/20/98 1:35:1
9/12/98 1:35:1
1/2/99 1:50:1
and each fiscal
quarter end
thereafter"
Section 3.09. Addition of Section 4.27 to the
Indenture. Article IV of the Indenture amended by adding
the following new Section 4.27:
"Section 4.27. Maintenance of Debt-to-EBITDA
Ratio.
The Company shall not permit its Debt-to-
EBITDA Ratio for the four fiscal quarter period
ending on each date set forth below to be
greater
than the amount set forth opposite such date:
Date Ratio
9/9/95 6.60:1
12/30/95 6.60:1
3/23/96 6.60:1
6/15/96 6.25:1
9/7/96 6.00:1
12/28/96 5.50:1
3/22/97 5.35:1
6/14/97 5.00:1
9/6/97 5:00:1
1/3/98 5:00:1
3/28/98 5:00:1
6/20/98 5:00:1
9/12/98 5:00:1
1/2/99 4:50:1
and each fiscal
quarter end
thereafter"
Section 3.10. Addition of Section 4.28 to the
Indenture. Article IV of the Indenture is amended by adding
the following new Section 4.28:
"Section 4.28. Capital Expenditures.
The Company shall not suffer or permit
Capital Expenditures of the Company and its
Subsidiaries to exceed, in any fiscal year, the
amount set forth below opposite such fiscal
year:
Period Amount
1995 $6,000,000
1996 $6,000,000
1997 $6,000,000
1998 $6,000,000
; provided that the Company may make up to
$4,000,000 in additional Capital Expenditures
for Major Remodels (i) during the four-quarter
period beginning on the day following the first
fiscal quarter in which the Company's
Consolidated Fixed Charge Coverage Ratio is
1.30:1 or greater (the "First Qualifying
Period") and (ii) during the four-quarter
period beginning on the day following the first
fiscal quarter in which the Company's
Consolidated Fixed Charge Coverage Ratio is
1.50:1 or greater (the "Second Qualifying
Period") (which fiscal quarter must be at least
four quarters after the fiscal quarter referred
to in clause (i) of this proviso); provided,
further, that the Company may make additional
Capital Expenditures in any period in any
amount equal to the amount of Capital
Expenditures permitted during any prior period
and not made; provided further that no portion
of the amount permitted to be used for Capital
Expenditures during the First Qualifying Period
or the Second Qualifying Period may be used for
Capital Expenditures in any subsequent period
unless (i) as of the last day of the First
Qualifying Period or the Second Qualifying
Period, as the case may be, the Company's
Consolidated Fixed Charge Coverage Ratio is at
least 1.30:1 or 1.50:1, respectively, or (ii)
on or prior to the last day of the First
Qualifying Period or the Second Qualifying
Period, as the case may be, the Company has
entered into commitments to use any such
portion for Capital Expenditures."
ARTICLE IV
AMENDMENTS TO ARTICLE V OF INDENTURE
Section 4.01. Amendment of Section 5.01 of the
Indenture. Section 5.01 is amended as follows:
(a) Subsection (2) of Section 5.01 is amended to
add the following words after the phrase "under the Purchase
Agreement" in the last line thereof:
"and the perfection and priority of the
security interest in and Liens on the
Collateral are maintained unimpaired and in
full force and effect;"
(b) The second full paragraph of subsection (5)
of Section 5.01 is amended by inserting the words "at least
ten (10) days" after the phrase "each Securityholder" in the
first line thereof.
ARTICLE V
AMENDMENTS TO FORMS OF SECURITIES
Section 5.01. Amendment to Exhibit B. The
definition of "Applicable LIBOR Rate" in the fourth
paragraph of Section 1 of Exhibit B is amended by deleting
the phrase "300 basis points" contained therein and
inserting in lieu thereof the phrase "350 basis points".
Section 5.02. Amendment to Exhibit M. The first
paragraph of Section 1 of Exhibit M is amended by deleting
the phrase "at a rate per annum equal to 11-3/4%" contained
therein and inserting in lieu thereof the phrase "at a rate
per annum equal to 12-1/4%".
Section 5.03. Amendment to Exhibit N. The
definition of "Applicable LIBOR Rate" in the fourth
paragraph of Section 1 of Exhibit N is amended by deleting
the phrase "300 basis points" contained therein and
inserting in lieu thereof the phrase "350 basis points".
Section 5.04. Deemed Amendments. Each
outstanding Security issued prior to the Effective Date
shall be deemed to be amended, as of the Effective Date, to
reflect the amendments relating to such Security set forth
in this Second Supplement to Indenture.
ARTICLE VI
AMENDMENTS TO CERTAIN RELATED DOCUMENTS
Section 6.01. Amendment to Company Security
Agreement. On the Effective Date, the Trustee is authorized
to execute and deliver Amendment No. 1 to the Company
Security Agreement, in the form attached hereto as Annex A
(the "Amended Security Agreement"). As of the Effective
Date, Exhibit E to the Indenture shall be deemed to be
amended to reflect the amendments set forth in Amended
Security Agreement.
Section 6.02. Amendment to Mortgage. On the
Effective Date, the Trustee is authorized to execute and
deliver Amendment No. 1 to the Mortgage, in the form
attached hereto as Annex B (the "Amended Mortgage"). As of
the Effective Date, Exhibit G to the Indenture shall be
deemed to be amended to reflect the amendments set forth in
the Amended Mortgage.
Section 6.03. Amendment to Intercreditor
Agreement. On the Effective Date, the Trustee is authorized
to execute and deliver Amendment No. 1 to the Intercreditor
Agreement, in the form attached hereto as Annex C (the
"Amended Intercreditor Agreement"). As of the Effective
Date, Exhibit L to the Indenture shall be deemed to be
amended to reflect the amendments set forth in the Amended
Intercreditor Agreement.
ARTICLE VII
CONSENT FEE
Section 7.01. Payment of Consent Fee. As
promptly as practicable after the Effective Date, the
Company shall pay to each Securityholder who, prior to the
expiration date set forth in the Solicitation Statement,
delivered (and did not revoke) a consent in respect of the
amendments set forth in this Second Supplement to Indenture,
a consent fee in an amount equal to $5.00 for each $1,000
principal amount of Notes in respect of which such consent
has been delivered.
ARTICLE VIII
MISCELLANEOUS
Section 8.01 Ratification. The Indenture, as
supplemented and amended by this Second Supplement to
Indenture is in all respects hereby adopted, ratified and
confirmed.
Section 8.02. Governing Law. This Second
Supplement to Indenture shall be governed by and construed
in accordance with the laws of the State of New York.
Section 8.03. Counterparts. This Second
Supplement to Indenture may be executed in any number of
counterparts, each of which so executed shall be an
original, but such counterparts shall together constitute
but one and the same instrument.
Section 8.04. Headings. The article and section
headings of this Second Supplement to Indenture are for
convenience only and shall not affect the construction
hereof.
IN WITNESS WHEREOF, the parties hereto have
executed this Second Supplement to Indenture as of the date
first above written.
HOMELAND STORES, INC.,
as Issuer
By: /s/ Mark S. Sellers
Executive Vice President -
Finance
UNITED STATES TRUST COMPANY OF
NEW YORK, as Trustee
By: /s/ Robert E. Patterson, III
Asst. Vice President
HOMELAND HOLDING CORPORATION,
as Guarantor
By: /s/ Mark S. Sellers
Executive Vice President -
Finance
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SECOND SUPPLEMENT TO INDENTURE
among
HOMELAND STORES, INC.,
HOMELAND HOLDING CORPORATION
and
UNITED STATES TRUST COMPANY OF NEW YORK,
as Trustee
Dated as of April 21, 1995
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Page
ARTICLE I
RELATIONS TO INDENTURE; EFFECTIVE DATE 2
Section 1.01. Integration 2
Section 1.02. Capitalized Terms 2
Section 1.03.Conditions to Effectiveness 2
ARTICLE II
AMENDMENTS TO ARTICLE I OF INDENTURE 3
Section 2.01.Amendments of Existing Definitions 3
Section 2.02.Addition of New Definitions 4
Section 2.03.Deletion of Certain Definition 7
ARTICLE III
AMENDMENTS TO ARTICLE IV OF INDENTURE 8
Section 3.01.Amendment to Section 4.05 of the Indenture
8
Section 3.02.Amendment to Section 4.09 of the Indenture
8
Section 3.03.Amendment to Section 4.10 of the Indenture
9
Section 3.04.Amendment to Section 4.11 of the Indenture
11
Section 3.05.Amendment to Section 4.12 of the Indenture
12
Section 3.06.Amendment to Section 4.13 of the Indenture
12
Section 3.07.Amendment to Section 4.16 of the Indenture
12
Section 3.08.Amendment to Section 4.21 of the Indenture
13
Section 3.09.Addition of Section 4.27 to the Indenture 13
Section 3.10.Addition of Section 4.28 to the Indenture 14
ARTICLE IV
AMENDMENTS TO ARTICLE V OF INDENTURE 15
Section 4.01.Amendment of Section 5.01 of the Indenture
15
ARTICLE V
AMENDMENTS TO FORMS OF SECURITIES 16
Section 5.01. Amendment to Exhibit B 16
Section 5.02. Amendment to Exhibit M 16
Section 5.03. Amendment to Exhibit N 16
Section 5.04. Deemed Amendments 16
ARTICLE VI
AMENDMENTS TO CERTAIN RELATED DOCUMENTS 16
Section 6.01.Amendment to Company Security Agreement 16
Section 6.02. Amendment to Mortgage 16
Section 6.03.Amendment to Intercreditor Agreement 17
ARTICLE VII
CONSENT FEE 17
Section 7.01. Payment of Consent Fee 17
ARTICLE VIII
MISCELLANEOUS 17
Section 8.01 Ratification 17
Section 8.02. Governing Law 17
Section 8.03. Counterparts 17
Section 8.04. Headings 17