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Exhibit 4.9.3
$175,000,000
10.45% Senior Notes
due 2000
______________________
SECOND SUPPLEMENTAL INDENTURE
Dated as of May 30, 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 May 30,
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 as of 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 (the "Securities").
B. Capitalized terms used herein without definition
shall have the meanings assigned to them in the Indenture.
C. Pursuant to a definitive Agreement and Plan of
Merger, dated as of 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, Inc., a Delaware corporation, the Company, Ralphs
Supermarkets, Inc., a Delaware corporation ("RSI"), and the stockholders of
RSI, the Company will be merged with and into RSI and immediately thereafter
Ralphs Grocery Company, a Delaware corporation, 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 connection with the Merger, the Company has filed
a Registration Statement on Form S-4 (File No. 33- 56451) with the Securities
and Exchange Commission (the "Registration Statement") pursuant to which the
Company has made an offer to the holders of the Securities to exchange such
Securities for certain new Senior Notes due June 1, 2004 as described in such
Registration Statement. Such offer, as described in such Registration
Statement, is referred to in this Second Supplemental Indenture as the
"Exchange Offer." In connection with the Exchange Offer, the Company has
solicited consents to the amendments set forth below.
E. Section 9.02 of the Indenture provides that the
Company and each Subsidiary Guarantor, when authorized by a Board Resolution,
and the Trustee, together, with 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 Securities and the Indenture, as set
forth below.
F. The Company and each of the Subsidiary Guarantors
having been duly authorized by a Board Resolution, and the Trustee (i) having
received an Opinion of Counsel pursuant to Section 9.06 of the Indenture
stating that the execution of this
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Second Supplemental Indenture is authorized or permitted by the Indenture and
(ii) having received an Officers' Certificate of the Company pursuant to
Section 9.04 of the Indenture certifying that Holders of at least a majority in
aggregate principal amount of the outstanding Securities held by persons other
than the Company and its affiliates have consented to (and not theretofore
revoked) the amendments set forth below, the Company and the Trustee are
authorized to execute and deliver this Second Supplemental Indenture pursuant
to Article 9 of the Indenture.
G. All of the conditions and requirements necessary to
make this Second Supplemental Indenture, when duly executed and delivered, a
valid and binding agreement, enforceable in accordance with its terms (subject
to becoming effective as provided in paragraph 3, below), 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 written consents of the Holders of at least a majority in
aggregate principal amount of the outstanding Securities required thereby, the
Indenture is amended, effective as set forth in paragraph 3, below, 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.
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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:
"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.
1. All definitions set forth in Section 1.01 of the
Indenture that relate to defined terms used solely in covenants or sections
deleted hereby are deleted in their entirety.
2. The parties hereto agree that the New Credit Facility
shall be deemed to constitute a refinancing of the Loan Documents.
3. The amendments to the Indenture set forth in this
Second Supplemental Indenture shall become effective only upon the acceptance
by the Company of the Securities that are validly tendered and not withdrawn
pursuant to the Exchange Offer.
4. 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 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:
/s/ Ronald W. Burkle /s/ Mark A. Resnik
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Ronald W. Burkle By: Mark A. Resnik
Chairman of the Board and Its: Vice President and
Executive Officer Secretary
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:
/s/ Ronald W. Burkle /s/ Mark A. Resnik
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Ronald W. Burkle By: Mark A. Resnik
Chairman of the Board Its: Vice President
NORWEST BANK MINNESOTA, N.A.
[Seal]
Attest:
/s/ /s/ Raymond S. Haverstock
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By: Raymond S. Haverstock
Its: Assistant Vice President
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