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Exhibit 4.8.4
RALPHS GROCERY COMPANY,
as successor in the merger defined herein,
Issuer,
and
UNITED STATES TRUST COMPANY OF NEW YORK,
Trustee
______________________
THIRD SUPPLEMENTAL INDENTURE
Dated as of June 14, 1995
______________________
9% Senior Subordinated Notes due 2003
and 9% Series B Senior Subordinated Notes
due 2003
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This THIRD SUPPLEMENTAL INDENTURE to the Indenture (as defined
below) (the "Third Supplemental Indenture") is dated as of June 14, 1995, and
is made by and among Ralphs Grocery Company, a Delaware corporation, as the
successor corporation in the Merger (as defined) ("Newco"), and United States
Trust Company of New York (the "Trustee").
RECITALS
A. Pursuant to an Indenture dated March 30, 1993, as
amended (the "Indenture"), between Ralphs Grocery Company, a Delaware
corporation (the "Company"), and the Trustee, the Company issued $150,000,000
in aggregate principal amount of its 9% Senior Subordinated Notes due 2003 (the
"Initial Securities").
B. Pursuant to the First Supplemental Indenture to the
Indenture dated June 23, 1993, between the Company and the Trustee, the Company
consummated an exchange offer for the Initial Securities whereby the Company
offered to exchange $1,000 principal amount of its 9% Series B Senior
Subordinated Notes due 2003 (the "Exchange Securities," and together with the
Initial Securities, the "Securities"), for each $1,000 principal amount of its
Initial Securities.
C. Capitalized terms used herein without definition
shall have the meanings assigned to them in the Indenture.
D. Pursuant to a definitive Agreement and Plan of
Merger, dated September 14, 1994 and amended on January 12, 1995, February 24,
1995 and April 26, 1995, by and among Food 4 Less, Inc., a Delaware
corporation, Food 4 Less Holdings, Inc., a California corporation, Food 4 Less
Holdings, a Delaware corporation, Food 4 Less Supermarkets, Inc., a Delaware
corporation ("Food 4 Less"), Ralphs Supermarkets, Inc., a Delaware corporation
("RSI"), and the stockholders of RSI, Food 4 Less Supermarkets merged with and
into RSI, and immediately thereafter the Company, 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"). The Merger became effective on June
14, 1995.
E. Following the Merger, the obligations under the
Indenture assumed by Newco hereby will rank pari passu in right of payment with
the obligations to be assumed by Newco under the indentures governing the
10.25% Senior Subordinated Notes due 2002 of the Company, the 11% Senior
Subordinated Notes due 2004 of Food 4 Less, the 13.75% Senior Subordinated
Notes due 2001 of Food 4 Less, and the 13.75% Senior Subordinated Notes due
2005 of Food 4 Less.
F. The Merger was a transaction subject to the
requirements of Section 011of the Indenture. Section 802 of the Indenture
provides that upon any consolidation or merger or any sale, assignment,
transfer, lease or conveyance or other
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disposition of all or substantially all of the assets of the Company in
accordance with Section 801 thereof, the successor Person formed by such
consolidation or into which the Company is merged or to which such sale,
assignment, transfer, lease, conveyance or other disposition is made 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 802 also provides that
when a successor corporation assumes all of the obligations of the Company
under the Indenture and under the Securities, the Company will be released from
those obligations. The purposes of this Third Supplemental Indenture are to
(i) allow Newco, as the successor person to the Company in the Merger, to
assume the obligations of the Company under the Indenture, (ii) release the
Company from such obligations, and (iii) restate the definition of "New Credit
Facility" set forth in the Indenture.
G. Section 901 of the Indenture provides that Newco, as
successor to the Company, when authorized by a Board Resolution, and the
Trustee, together, without notice to or consent of any Holder may amend or
supplement the Securities and the Indenture, as set forth below.
H. Newco, being duly authorized by a Board Resolution,
and the Trustee, having received an Opinion of Counsel pursuant to Section 903
of the Indenture stating that the execution of this Third Supplemental
Indenture is authorized and permitted by the Indenture, are authorized to
execute and deliver this Third Supplemental Indenture.
I. All of the conditions and requirements necessary to
make this Third Supplemental Indenture, when duly executed and delivered, a
valid and binding agreement, enforceable in accordance with its terms, have
been performed and fulfilled.
NOW, THEREFORE, it is agreed as follows:
1. Pursuant to Section 802 of the Indenture, Newco, as
the successor Person into which the Company has been merged in the Merger in
accordance with Section 801 of the Indenture, 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 Newco had been named as the Company
therein.
2. Pursuant to Section 802 of the Indenture, Newco
hereby assumes all of the obligations of the Company under the Indenture and
the Securities and agrees to be bound thereby.
3. Pursuant to Section 802 of the Indenture, the Company
is released from all obligations of it under the Indenture and the Securities.
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4. The following definition set forth in Section 101 of
the Indenture is hereby restated as follows:
"New Credit Facility" means the Credit Agreement, dated as of
June 14, 1995, by and among Food 4 Less, as borrower, certain of its
subsidiaries, New Holdings, as guarantor, the Lenders referred to
therein and Bankers Trust Company, as administrative agent providing
for extensions of credit in an aggregate principal amount of up to
$925 million.
5. This Third Supplemental Indenture shall be effective
as of the date hereof.
6. 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 caused this Third
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, as the
successor corporation in the
Merger
[Seal]
Attest:
/s/ Jan Charles Gray /s/ Jan Charles Gray
------------------------------- ------------------------------
By: Jan Charles Gray
Its:
UNITED STATES TRUST COMPANY
OF NEW YORK
[Seal]
Attest:
/s/ Christine C. Collins /s/ Christine C. Collins
------------------------------- ------------------------------
By: Christine C. Collins
Its: Assistant Vice President
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