1
 
                                                                   EXHIBIT 4.6.3
 
                    SENIOR DISCOUNT NOTES DUE 2004, SERIES A
 
                    SENIOR DISCOUNT NOTES DUE 2004, SERIES B
 
                            ------------------------
 
                         SECOND SUPPLEMENTAL INDENTURE
 
                         DATED AS OF             , 1995
 
                                       TO
 
                                   INDENTURE
 
                         DATED AS OF DECEMBER 15, 1992
 
                            ------------------------
 
                           FOOD 4 LESS HOLDINGS, INC.
                            (A DELAWARE CORPORATION)
              AS SUCCESSOR BY MERGER TO FOOD 4 LESS HOLDINGS, INC.
                           (A CALIFORNIA CORPORATION)
 
                                      AND
 
                    UNITED STATES TRUST COMPANY OF NEW YORK
 
                                    TRUSTEE
 
     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 Holdings, Inc., a Delaware corporation ("New Holdings"),
as successor by merger to 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. Pursuant to the Agreement and Plan of Merger dated September 14, 1994,
as amended, the Company merged with and into New Holdings (the "Merger").
 
     D. The Merger was a transaction subject to the requirements of Section 5.01
of the Indenture. Section 5.02 of the Indenture provides that upon any merger
subject to Section 5.01 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 5.02 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 Second Supplemental Indenture is to allow New Holdings, as the
successor person to the Company in the Merger, to assume the obligations of the
Company under the Indenture.
 
     E. The Company, being duly authorized by a Board Resolution, and the
Trustee are authorized to execute and deliver this Second Supplemental
Indenture.
 
                                        4
   2
 
     F. All 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 5.02, New Holdings, as the successor person into
which the Company has been merged in the Merger subject to Section 5.01, 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 New Holdings had been
named as the Company therein. New Holdings 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 5.02, the Company is released from such
obligations.
 
     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 HOLDINGS, INC.
                                          (a Delaware corporation)
 
[Seal]
Attest:
 
_____________________________________     ___________________________________________
                                          By:
                                          Its:
 
                                          UNITED STATES TRUST COMPANY
                                            OF NEW YORK
 
[Seal]
Attest:


______________________________________    By: _______________________________________
                                          Its:
 
                                        5