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EXHIBIT 4.6.2
$175,000,000
10.45% Senior Notes
due 2000
______________________
SECOND SUPPLEMENTAL INDENTURE
Dated as of ________, 1995
to
INDENTURE
Dated as of April 15, 1992
______________________
FOOD 4 LESS SUPERMARKETS, INC.
and
SUBSIDIARY GUARANTORS
and
NORWEST BANK MINNESOTA, N.A.
Trustee
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This SECOND SUPPLEMENTAL INDENTURE to the Indenture (as
defined below) (the "Second Supplemental Indenture") is dated as of _________,
1995, and is made by and among Food 4 Less Supermarkets, Inc., a Delaware
corporation (the "Company"), the Subsidiary Guarantors (as defined in the
Indenture), and Norwest Bank Minnesota, N.A. (the "Trustee").
RECITALS
A. Pursuant to an Indenture dated April 15, 1992 (the
"Indenture") between the Company, the Subsidiary Guarantors and the Trustee,
the Company issued $175,000,000 principal amount of its 10.45% Senior Notes due
2000.
B. Capitalized terms used herein without definition
shall have the meanings assigned to them in the Indenture.
C. The Company has entered into a definitive Agreement
and Plan of Merger whereby the Company will be merged with and into Ralphs
Supermarkets, Inc. ("RSI"), and immediately thereafter Ralphs Grocery Company
("RGC"), which is a wholly-owned subsidiary of RSI, will merge with and into
RSI and RSI will change its name to Ralphs Grocery Company (together, the
"Merger").
D. The Merger is a transaction subject to the
requirements of Section 5.01 of the Indenture. In order to permit the Merger
under the Indenture, the Company must amend or supplement Section 5.01 thereof
which limits the ability of the Company to consolidate or merge with any other
person unless certain conditions are satisfied. The primary purpose of this
Second Supplemental Indenture is to permit the Merger and to eliminate
substantially all of the restrictive covenants in the Indenture.
E. Section 9.02 of the Indenture provides that the
Company and each Subsidiary Guarantor, when authorized by a Board Resolution,
and the Trustee, upon receipt of the written consent of the Holder or Holders
of at least a majority in aggregate principal amount of the outstanding
Securities, may amend or supplement the Indenture.
F. The Company and each of the Subsidiary Guarantors
having been duly authorized by a Board Resolution, and the Trustee, having
received an Opinion of Counsel stating that the execution of this Second
Supplemental Indenture is authorized and permitted by the Indenture and having
received an Officer's Certificate of the Company certifying that Holders of a
majority in aggregate principal amount of the outstanding Securities have
consented (and not theretofore revoked) to the amendments set forth below,
execute and deliver this Second Supplemental Indenture pursuant to Article 9 of
the Indenture.
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G. All of the conditions and requirements necessary to
make this Second Supplemental Indenture, when duly executed and delivered, a
valid, binding agreement, enforceable in accordance with its terms, have been
performed and fulfilled.
NOW, THEREFORE, it is agreed as follows:
1. Pursuant to Section 9.02 of the Indenture and having
received the requisite consents required thereby, the Indenture is amended as
follows:
a. The covenant entitled "Limitation on
Restricted Payments", set forth in Section 4.03 of the Indenture, is hereby
deleted in its entirety.
b. The covenant entitled "Maintenance of Net
Worth", set forth in Section 4.04 of the Indenture, is hereby deleted in its
entirety.
c. The covenant entitled "Limitation on
Transactions with Affiliates", set forth in Section 4.12 of the Indenture, is
hereby deleted in its entirety.
d. The covenant entitled "Limitation on
Incurrences of Additional Indebtedness", set forth in Section 4.13 of the
Indenture, is hereby deleted in its entirety.
e. The covenant entitled "Limitation on Payment
Restrictions Affecting Subsidiaries", set forth in Section 4.14 of the
Indenture, is hereby deleted in its entirety.
f. The covenant entitled "Limitation on Liens",
set forth in Section 4.15 of the Indenture, is hereby deleted in its entirety.
g. The covenant entitled "Limitation on Change
of Control", set forth in Section 4.16 of the Indenture, is hereby deleted in
its entirety.
h. The covenant entitled "Limitation on
Disposition of Assets", set forth in Section 4.17 of the Indenture, is hereby
deleted in its entirety.
i. The covenant entitled "Guarantees of Certain
Indebtedness", set forth in Section 4.18 of the Indenture, is hereby deleted in
its entirety.
j. Section 5.01(a)(2) of the Indenture under the
covenant entitled "When Company May Merge, Etc." is hereby deleted in its
entirety.
k. The following definition is hereby added to
Section 1.01 of the Indenture:
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"New Credit Facility" means the senior bank facility pursuant
to which Bankers Trust Company has agreed, subject to certain conditions, to
provide up to $1,075 million of financing under the Loan Agreement dated
__________, 1995.
l. The following sentence is hereby added to the
definition of "Loan Documents", set forth in Section 1.01 of the Indenture:
"The New Credit Facility shall be deemed to constitute a
refinancing of the Loan Documents."
2. This Second Supplemental Indenture shall be effective
as of the date hereof upon consummation of the Merger.
3. This instrument may be executed in any number of
counterparts, all of which taken together shall constitute one and the same
instrument, and any of the parties hereto may execute the instrument by signing
such counterpart.
IN WITNESS WHEREOF, the parties hereto have caused this Second
Supplemental Indenture to be signed and acknowledged by their respective
officers thereunto duly authorized and their respective corporate seals to be
hereunto duly affixed and attested, all as of the day and year first above
written.
FOOD 4 LESS SUPERMARKETS, INC.
[Seal]
Attest:
________________________ ______________________________
By:
Its:
SUBSIDIARY GUARANTORS:
CALA CO.
CALA FOODS, INC.
BELL MARKETS, INC.
FOOD 4 LESS OF SOUTHERN CALIFORNIA, INC.
ALPHA BETA COMPANY
FOOD 4 LESS OF CALIFORNIA, INC.
FALLEY'S, INC.
FOOD 4 LESS MERCHANDISING, INC.
FOOD 4 LESS GM, INC.
BAY AREA WAREHOUSE STORES, INC.
[Seal]
Attest:
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________________________ ______________________________
By:
Its:
NORWEST BANK MINNESOTA, N.A.
[Seal]
Attest:
________________________ ______________________________
By:
Its:
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