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EXHIBIT 4.6.2
SENIOR DISCOUNT NOTES DUE 2004, SERIES A
SENIOR DISCOUNT NOTES DUE 2004, SERIES B
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FIRST SUPPLEMENTAL INDENTURE
DATED AS OF , 1995
TO
INDENTURE
DATED AS OF DECEMBER 15, 1992
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FOOD 4 LESS HOLDINGS, INC.
AND
UNITED STATES TRUST COMPANY OF NEW YORK
TRUSTEE
This FIRST SUPPLEMENTAL INDENTURE to the Indenture (as defined below) (the
"First Supplemental Indenture") is dated as of , 1995, and is made
by and among Food 4 Less Holdings, Inc., a California corporation (the
"Company") and United States Trust Company of New York (the "Trustee").
RECITALS
A. Pursuant to an Indenture dated December 15, 1992 (the "Indenture")
between the Company and the Trustee, the Company issued $103,600,000 principal
amount (at maturity) of its 15.25% Senior Discount Notes due 2004.
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's subsidiary Food 4 Less Supermarkets, Inc. 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. 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. In addition, in connection with the Merger and the cash tender offer
made to Holders of the Securities precedent thereto, the Company desires to
eliminate substantially all of the restrictive covenants in the Indenture. The
primary purpose of this First 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, when authorized
by a Board Resolution, and the Trustee, together with the written consent of the
Holder or Holders of not less than a majority in aggregate principal amount (at
maturity) of the outstanding Securities, may amend or supplement the Indenture,
including Section 5.01 and the other sections thereof set forth below, or the
Securities.
F. The Company, having been duly authorized by a Board Resolution, and the
Trustee, having received
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an Opinion of Counsel that the execution of this First Supplemental Indenture is
authorized and permitted by the Indenture and having received an Officer's
Certificate of the Company certifying that Holders of not less than a majority
in aggregate principal amount (at maturity) of the outstanding Securities have
consented (and not theretofore revoked) to the amendments and supplements set
forth below, execute and deliver this First Supplemental Indenture pursuant to
Article 9 of the Indenture.
G. All the conditions and requirements necessary to make this First
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 "Limitation on Transactions with Affiliates"
set forth in Section 4.11 of the Indenture, is hereby deleted in its
entirety.
c. The covenant entitled "Limitation on Incurrences of Additional
Indebtedness", set forth in Section 4.12 of the Indenture, is hereby
deleted in its entirety.
d. The covenant entitled "Limitation on Liens", set forth in Section
4.13 of the Indenture, is hereby deleted in its entirety.
e. The covenant entitled "Limitation on Change of Control", set forth
in Section 4.14 of the Indenture, is hereby deleted in its entirety.
f. The covenant entitled "Limitation on Proceeds of Public Offering
Sale", set forth in Section 4.15 of the Indenture, is hereby deleted in its
entirety.
g. The covenant entitled "Limitation on Disposition of Assets", set
forth in Section 4.16 of the Indenture, is hereby deleted in its entirety.
h. The covenant entitled "Limitation on Sale of Stock of
Subsidiaries", set forth in Section 4.17 of the Indenture, is hereby
deleted in its entirety.
i. Section 5.01(a)(2) of the Indenture under the covenant entitled
"When Company May Merge, Etc.", is hereby deleted in its entirety.
j. The following definition is hereby added to Section 1.01 of the
Indenture:
"The 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.
k. 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 First 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.
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IN WITNESS WHEREOF, the parties hereto have caused this First 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 HOLDINGS, INC.
[Seal]
Attest:
_________________________________ By: _________________________________
Its:
UNITED STATES TRUST COMPANY
OF NEW YORK
[Seal]
Attest:
_________________________________ By: _________________________________
Its:
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