**EXHIBIT 10.34**
STATER BROS. HOLDINGS, INC.

SECOND SUPPLEMENTAL INDENTURE

with respect to:
10 3⁄4% Senior Notes due 2006

THE BANK OF NEW YORK
Trustee
 

 

     SECOND SUPPLEMENTAL INDENTURE, dated as of May 27, 2004 (the “**SupplementalIndenture**”) between Stater Bros. Holdings, Inc., a corporation duly organizedand existing under the laws of the State of Delaware (herein called the“**Company**”), having its principal office at 21700 Barton Road, Colton,California 92324, and The Bank of New York, as successor in interest to IBJWhitehall Bank & Trust Company, as Trustee (herein called the “**Trustee**”), forthe Company’s 103⁄4% Senior Notes due 2006 (the “**Securities**”).
     WHEREAS, the Company has heretofore executed and delivered to the Trusteean Indenture, dated as of August 6, 1999, as amended by the First SupplementalIndenture between the Company and the Trustee, dated as of January 11, 2002 (asamended, the “**Indenture**”), under which the Securities in the aggregateprincipal amount of $450,000,000 were issued and of which $449,750,000 areoutstanding. Capitalized terms used herein but not defined herein shall havethe meaning ascribed to them in the Indenture.
     WHEREAS, the Company has offered to purchase all of the Securities (the“**Offer**”) and has solicited the consents (the “**Solicitation**”) to certainamendments to the Indenture pursuant to the Company’s Consent Solicitation andOffer to Purchase dated May 14, 2004.
     WHEREAS, in accordance with Section 9.02 of the Indenture, the Company hasobtained the written consent of the Holders of a majority in principal amountof the Securities to the proposed amendments to such Indenture.
     WHEREAS, the Company is authorized to enter into this SupplementalIndenture by a Board Resolution and simultaneously herewith the Trustee hasreceived an Opinion of Counsel and an Officers’ Certificate stating that theexecution of this Supplemental Indenture is permitted by the Indenture and allconditions precedent under the Indenture have been satisfied.
     **NOW, THEREFORE,**for and in consideration of the premises and the purchaseof the Securities by the Holders thereof, it is mutually covenanted and agreed,for the equal and proportionate benefit of all Holders of the Securities, asfollows:
**ARTICLE ONE**
     Section 1.1 Subject to the provisions of Section 2.1 hereof, (A) thefollowing Sections of the Indenture are deleted in their entirety: Section 3.09– Offer to Purchase By Application of Excess Proceeds; Section 4.03 – Reports;Section 4.05 – Taxes; Section 4.07 – Restricted Payments; Section 4.08 –Dividend and Other Payment Restrictions Affecting Subsidiaries; Section 4.09 –Incurrence of Indebtedness and Issuance of Preferred Stock; Section 4.10 –Asset Sales; Section 4.11 – Transactions with Affiliates; Section 4.12 – Liens;Section 4.14 – Offer to Repurchase Upon Change of Control; Section 4.15 –Limitation on Issuances and Sales of Equity Interests in Wholly-OwnedSubsidiaries (Other than an Unrestricted Subsidiary); Section 4.16 – Limitationon Issuances of Guarantees of Indebtedness; Section 4.17 – Designation ofRestricted and Unrestricted Subsidiaries; Section 5.01 – Merger, Consolidation,or Sale of Assets; and subsections (iii), (v) and (vi) of Section 6.01 – Eventsof Default and (B) the corresponding provisions of the Securities are deletedin their entirely.
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     Section 1.2. Any definitions used exclusively in the deleted provisionsof the Indenture set forth in Section 1.1, and all references to such deletedprovisions, are hereby deleted in their entirety from the Indenture.
**ARTICLE TWO**
     Section 2.1 Effective Date of This Supplemental Indenture.
          This Supplemental Indenture shall be effective as of the date firstwritten above at and after such time as the Company has delivered to theTrustee evidence of consent from the Holders of at least a majority inprincipal amount of the Securities then outstanding. The terms of thisSupplemental Indenture will become operative only upon acceptance for purchaseby the Company of Securities validly tendered (and not validly withdrawn)pursuant to the terms of the Offer.
     Section 2.2 Indenture Ratified.
          Except as hereby otherwise expressly provided, the Indenture, as modifiedby this Supplemental Indenture, is in all respects ratified and confirmed, andall the terms, provisions and conditions thereof shall be and remain in fullforce and effect.
     Section 2.3 Counterparts.
          This Supplemental Indenture may be executed in any number of counterparts,each of which shall be an original, but such counterparts shall togetherconstitute but one and the same instrument.
     Section 2.4 Trustee Not Responsible.
          The recitals contained herein shall be taken as the statements of theCompany and the Trustee assumes no responsibility for their correctness. TheTrustee makes no representation as to the validity or sufficiency of thisSupplemental Indenture.
     Section 2.5 Definitions and Terms.
          Unless otherwise defined herein, all capitalized terms used but notdefined herein shall have the meanings assigned to such terms in the Indenture.
     Section 2.6 Supplemental Indenture is an Indenture.
          This Supplemental Indenture is an amendment to and implementation of theIndenture, and the Indenture and this Supplemental Indenture shall be readtogether from and after the effectiveness of this Supplemental Indenture.
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     Section 2.7 Governing Law.
          This Supplemental Indenture shall be governed by and construed inaccordance with the laws of the State of New York.
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     **IN WITNESS WHEREOF**, the parties hereto have caused this SupplementalIndenture to be duly executed as of the day and year first above written.      STATER BROS. HOLDINGS, INC.