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Exhibit 4.5.2
13.75% Senior Subordinated Notes
due 2005
______________________
FIRST SUPPLEMENTAL INDENTURE
Dated as of June 14, 1995
to
INDENTURE
Dated as of June 1, 1995
______________________
RALPHS GROCERY COMPANY,
as successor by merger to Food 4 Less Supermarkets, Inc.
and
SUBSIDIARY GUARANTORS
and
CRAWFORD STORES, INC.
and
UNITED STATES TRUST COMPANY OF NEW YORK
Trustee
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This FIRST SUPPLEMENTAL INDENTURE to the Indenture (as defined
below) (the "First Supplemental Indenture") is dated as of June 14, 1995, and
is made by and among Ralphs Grocery Company, a Delaware corporation ("Ralphs"),
as successor by merger to Food 4 Less Supermarkets, Inc., a Delaware
corporation (the "Company"), the Subsidiary Guarantors, Crawford Stores, Inc.,
a California corporation ("Crawford") and a wholly-owned subsidiary of Ralphs,
and United States Trust Company of New York (the "Trustee").
RECITALS
A. Pursuant to an Indenture dated as of June 1, 1995
(the "Indenture"), between the Company, the Subsidiary Guarantors and the
Trustee, the Company issued $[145,000,000] principal amount of its 13.75%
Senior Subordinated Notes due 2005 (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 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, the Company, Ralphs Supermarkets, Inc., a
Delaware corporation ("RSI"), and the stockholders of RSI, the Company merged
with and into RSI, and immediately thereafter Ralphs Grocery Company, a
Delaware corporation ("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"). The Merger became effective on June 14, 1995.
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 consolidation or merger, or any transfer of assets in
accordance with Section 6.01 thereof, the successor person formed by such
consolidation or into which the Company is merged or to which such transfer 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 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.
E. Following the Merger, the obligations under the
Indenture assumed by Ralphs hereby will rank pari passu in right of payment
with the obligations to be assumed by Ralphs under the indentures governing the
9% Senior Subordinated Notes due 2003 of RGC, the 10.25% Senior Subordinated
Notes due 2002 of RGC, the
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11% Senior Subordinated Notes due 2005 of the Company, and the 13.75% Senior
Subordinated Notes due 2001 of the Company.
F. Crawford has guaranteed payment of the Indebtedness
under the term portion of the Credit Agreement. Section 5.17 of the
Indenture provides that Ralphs, as successor to the Company under the
Indenture, may not permit any of its Subsidiaries to guarantee the payment of
any Indebtedness under the term portion of the Credit Agreement unless such
Subsidiary, Ralphs and the Trustee execute and deliver a supplemental indenture
evidencing such Subsidiary's Guarantee under the Indenture.
G. The purposes of this First Supplemental Indenture are
to (i) allow Ralphs, 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) add Crawford as a Subsidiary Guarantor
under the Indenture.
H. Section 10.01 of the Indenture provides that Ralphs,
as successor by merger to the Company, and each Subsidiary Guarantor, 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.
I. Ralphs, the Subsidiary Guarantors and Crawford, each
having been duly authorized by a Board Resolution, and the Trustee, having
received an Opinion of Counsel pursuant to Section 10.01 of the Indenture
stating that the amendment or supplement to the Indenture contained in the
First Supplemental Indenture complies with the provisions of 10.01 of the
Indenture, are authorized to execute and deliver this First Supplemental
Indenture.
J. All of the conditions and requirements necessary to
make this First 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 6.02 of the Indenture, Ralphs, as
the successor person into which the Company has been merged in the Merger in
accordance with Section 6.01 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 Ralphs had been named as the Company
therein.
2. Pursuant to Section 6.02 of the Indenture, Ralphs
hereby assumes all of the obligations of the Company under the Indenture and
under the Securities and agrees to be bound thereby.
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3. Pursuant to Section 6.02 of the Indenture, the
Company is released from all of the obligations of it under the Indenture and
under the Securities.
4. Pursuant to Section 5.17 of the Indenture, this First
Supplemental Indenture shall evidence Crawford's Guarantee of the Securities.
5. Crawford shall become a party to the Indenture as a
Subsidiary Guarantor thereunder and shall be bound by the terms of Article
Eleven and all other applicable provisions thereof, all in accordance with the
terms of the Indenture.
6. This First Supplemental Indenture shall be effective
as of the date hereof.
7. 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 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.
RALPHS GROCERY COMPANY, as
successor by merger to the
Company
[Seal]
Attest:
/s/ Jan Charles Gray
------------------------------- ------------------------------
By: Jan Charles Gray
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:
/s/ Mark A. Resnik
------------------------------- ------------------------------
By: Mark A. Resnik
Its:
CRAWFORD STORES, INC.
[Seal]
Attest:
/s/ Jan Charles Gray
------------------------------- ------------------------------
By:
Its:
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UNITED STATES TRUST COMPANY
OF NEW YORK
[Seal]
Attest:
/s/ Christine C. Collins /s/ Christine C. Collins
------------------------------- ------------------------------
By: Christine C. Collins
Its:
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