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EXHIBIT 4.7.5
$145,000,000
13-3/4% Senior Subordinated Notes
due 2001
______________________
FIFTH SUPPLEMENTAL INDENTURE
Dated as of ________, 1995
to
INDENTURE
Dated as of June 15, 1991
______________________
RALPHS GROCERY COMPANY;
as successor by merger to Food 4 Less Supermarkets, Inc.
and
SUBSIDIARY GUARANTORS
and
UNITED STATES TRUST COMPANY OF NEW YORK
Trustee
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This FIFTH SUPPLEMENTAL INDENTURE to the Indenture (as defined
below) (the "Fifth Supplemental Indenture") is dated as of _________, 1995, and
is made by and among Ralphs Grocery Company, a Delaware corporation, as
successor by merger to Food 4 Less Supermarkets, Inc., a Delaware corporation
(the "Company"), the Subsidiary Guarantors (as defined in the Indenture), and
United States Trust Company of New York (the "Trustee").
RECITALS
A. Pursuant to an Indenture dated June 15, 1991 (the
"Indenture") between the Company, the Subsidiary Guarantors and the Trustee,
the Company issued $145,000,000 principal amount of its 13-3/4% Senior
Subordinated Notes due 2001.
B. Capitalized terms used herein without definition
shall have the meanings assigned to them in the Indenture.
C. Pursuant to the Agreement and Plan of Merger dated
September 14, 1994, as amended, the Company merged with and into Ralphs
Supermarkets, Inc. ("RSI"), and immediately thereafter Ralphs Grocery Company
("RGC"), which was a wholly-owned subsidiary of RSI, merged with and into RSI
and RSI changed its name to Ralphs Grocery Company (together, the "Merger").
D. The Merger was a transaction subject to the
requirements of Section 6.01 of the Indenture. Section 6.02 of the Indenture
provides that upon any merger subject to Section 6.01 thereof, the successor
person into which the Company is merged shall succeed to and be substituted
for, and may exercise every right and power of the Company under the Indenture
with the same effect as if such successor person had been named as the Company
therein. Section 6.02 also provides that when a successor corporation assumes
all of the obligations of the Company under the Indenture and under the
Securities, and agrees to be bound thereby, the predecessor shall be released
from such obligations. The sole purpose of this Fifth Supplemental Indenture
is to allow Ralphs Grocery Company, as the successor person to the Company in
the Merger, to assume the obligations of the Company under the Indenture.
E. The Company and the Subsidiary Guarantors, being duly
authorized by a Board Resolution, and the Trustee are authorized to execute and
deliver this Fifth Supplemental Indenture.
F. All the conditions and requirements necessary to make
this Fifth 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:
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1. Pursuant to Section 6.02, Ralphs Grocery Company, as
the successor person into which the Company has been merged in the Merger
subject to Section 6.01, hereby succeeds to and is substituted for, and may
exercise every right and power of the Company under the Indenture with the same
effect as if Ralphs Grocery Company had been named as the Company therein.
Ralphs Grocery Company hereby assumes all of the obligations of the Company
under the Indenture and under the Securities and agrees to be bound thereby.
In accord with Section 6.02, the Company is released from such obligations.
2. This Fifth 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 Fifth
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.
RALPHS GROCERY COMPANY
[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:
________________________ ______________________________
By:
Its:
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UNITED STATES TRUST COMPANY
OF NEW YORK
[Seal]
Attest:
________________________ ______________________________
By:
Its:
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