exv4wb



 





Exhibit 4(b)




EXECUTION COPY













DELHAIZE AMERICA, INC. (F/K/A FOOD LION, INC), as Issuer




FOOD LION, LLC, HANNAFORD BROS. CO., KASH N’ KARRY FOOD



STORES, INC., FL FOOD LION, INC., RISK MANAGEMENT SERVICES, INC., HANNBRO



COMPANY, MARTIN’S FOODS OF SOUTH BURLINGTON, INC., SHOP ‘N SAVE-MASS., INC.,



HANNAFORD PROCUREMENT CORP., BONEY WILSON & SONS, INC., J.H. HARVEY CO., LLC



AND HANNAFORD LICENSING CORP.



as Guarantors




AND




THE BANK OF NEW YORK



as Trustee










SECOND SUPPLEMENTAL INDENTURE




Dated May 12, 2004










$150,000,000 7.55% Notes due 2007




$150,000,000 8.05% Notes due 2027













 









 








SECOND SUPPLEMENTAL INDENTURE




     This SECOND SUPPLEMENTAL INDENTURE (this “Second Supplemental Indenture”),
dated May 12, 2004, among Delhaize America, Inc.(f/k/a Food Lion, Inc.), a
North Carolina corporation (the “Company”), Food Lion, LLC, a North Carolina
limited liability company (“Food Lion”), Hannaford Bros. Co., a Maine
corporation (“Hannaford”), Kash n’ Karry Food Stores, Inc., a Delaware
corporation (“Kash n’ Karry”), FL Food Lion, Inc., a Florida corporation (“FL
Food Lion”), Risk Management Services, Inc., a North Carolina corporation
(“RMS”), Hannbro Company, a Maine corporation (“Hannbro”), Martin’s Foods of
South Burlington, Inc., a Vermont corporation (“Martin’s”), Shop ‘n Save-Mass.,
Inc., a Massachusetts corporation (“Shop ‘n Save”), Hannaford Procurement
Corp., a Maine corporation (“HPC”), Boney Wilson & Sons, Inc., a North Carolina
corporation (“Boney”), J. H. Harvey Co., LLC, a Georgia limited liability
company (“Harvey’s”), Hannaford Licensing Corp., a Maine corporation (“HLC”)
and The Bank of New York, a New York banking corporation, as trustee (the
“Trustee”).



     WHEREAS, the Company has previously executed and delivered to the Trustee
an indenture, dated as of August 15, 1991 (the “Indenture”), providing for the
issuance from time to time of one or more series of the Company’s securities;



     WHEREAS, the Company and the Trustee have previously executed a First
Supplemental Indenture to the Indenture, dated as of April 21, 1997 (the “First
Supplemental Indenture”), creating two series of securities of the Company: (i)
7.55% Notes due 2007 and (ii) 8.05% Notes due 2027 (the “Debt Securities”);



     WHEREAS, Section 10.01.B. of the Indenture provides that the Indenture may
be modified or amended to add such further covenants, restrictions, conditions
or provisions as the board of directors of the Company and the Trustee shall
consider to be for the protection of the Holders (as defined in the Indenture)
of all or any series of the Debt Securities;



     WHEREAS, each of Food Lion, Hannaford, Kash n’ Karry, FL Food Lion, RMS,
Hannbro, Martin’s, Shop ‘n Save, HPC, Boney, Harvey’s and HLC desires to become
a guarantor of the Debt Securities under the Indenture; and



     WHEREAS, all conditions precedent provided for in the Indenture relating
to this Second Supplemental Indenture have been complied with.



     NOW, THEREFORE, THIS SECOND SUPPLEMENTAL INDENTURE WITNESSETH, the
Company, Food Lion, Hannaford, Kash n’ Karry, FL Food Lion, RMS, Hannbro,
Martin’s, Shop ‘n Save, HPC, Boney, Harvey’s, HLC and the Trustee agree as
follows for the benefit of each other and for the equal and ratable benefit of
the Holders of the Debt Securities:



ARTICLE I




     1.1. Additional Guarantors. Each of Food Lion, Hannaford, Kash n’ Karry,
FL Food Lion, RMS, Hannbro, Martin’s, Shop ‘n Save, HPC, Boney, Harvey’s and
HLC hereby agrees to fully and unconditionally and jointly and severally
guarantee the Debt Securities.



 









 





     1.2. Mutatis Mutandis Effect. The Indenture is hereby amended mutatis
mutandis to reflect the full and unconditional and joint and several guaranty
of the Debt Securities by each of Food Lion, Hannaford, Kash n’ Karry, FL Food
Lion, RMS, Hannbro, Martin’s, Shop ‘n Save, HPC, Boney, Harvey’s and HLC.



ARTICLE II




     2.1. Counterparts. This Second Supplemental Indenture may be executed in
counterparts, each of which when so executed shall be deemed to be an original,
but all such counterparts shall together constitute one and the same
instrument.



     2.2. Severability. In the event that any provision of this Second
Supplemental Indenture is held to be invalid, illegal or unenforceable, the
validity, legality and enforceability of the remaining provisions shall not in
any way be affected or impaired thereby.



     2.3. Headings. The article and section headings herein are for
convenience only and shall not effect the construction hereof.



     2.4. Successors and Assigns. Any agreements in this Second Supplemental
Indenture by the Company, Food Lion, Hannaford, Kash n’ Karry, FL Food Lion,
RMS, Hannbro, Martin’s, Shop ‘n Save, HPC, Boney, Harvey’s and HLC shall bind
their successors and assigns, whether so expressed or not.



     2.5. Governing Law. THIS SECOND SUPPLEMENTAL INDENTURE SHALL BE DEEMED TO
BE A CONTRACT UNDER THE INTERNAL LAWS OF THE STATE OF NEW YORK AND FOR ALL
PURPOSES SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF SUCH STATE.



     2.6. Effect of Second Supplemental Indenture. Except as amended by this
Second Supplemental Indenture, the terms and provisions of the Indenture shall
remain in full force and effect.



     2.7. Trustee. The Trustee accepts the modifications effected by this
Second Supplemental Indenture, but only upon the terms and conditions set forth
in the Indenture. Without limiting the generality of the foregoing, the
Trustee assumes no responsibility for the correctness of the recitals contained
herein, which shall be taken as the statements of the Company, Food Lion,
Hannaford, Kash n’ Karry, FL Food Lion, RMS, Hannbro, Martin’s, Shop ‘n Save,
HPC, Boney, Harvey’s and HLC, and the Trustee shall not be responsible or
accountable in any way whatsoever for or with respect to the validity,
execution or sufficiency of this Second Supplemental Indenture and the Trustee
makes no representation with respect thereto.



2









 





     IN WITNESS WHEREOF, the parties hereto have caused this Second
Supplemental Indenture to be duly executed as of the day and year first written
above.


	 	 	 	 	 
	 	DELHAIZE AMERICA, INC.

 	 
	 	By:  	/S/ G. LINN EVANS
 	 
	 	 	Name:  	G. Linn Evans 	 
	 	 	Title:  	Assistant Secretary 	 
	 



	 	 	 	 	 
	 	FOOD LION, LLC

 	 
	 	By:  	/S/ G. LINN EVANS
 	 
	 	 	Name:  	G. Linn Evans 	 
	 	 	Title:  	Assistant Secretary 	 
	 



	 	 	 	 	 
	 	HANNAFORD BROS. CO.

 	 
	 	By:  	/S/ EMILY D. DICKINSON
 	 
	 	 	Name:  	Emily Dickinson 	 
	 	 	Title:  	Senior Vice President 	 
	 



	 	 	 	 	 
	 	KASH N’ KARRY FOOD STORES, INC.

 	 
	 	By:  	/S/ G. LINN EVANS
 	 
	 	 	Name:  	G. Linn Evans 	 
	 	 	Title:  	Secretary 	 
	 



	 	 	 	 	 
	 	FL FOOD LION, INC.

 	 
	 	By:  	/S/ G. LINN EVANS
 	 
	 	 	Name:  	G. Linn Evans 	 
	 	 	Title:  	Secretary 	 
	 



	 	 	 	 	 
	 	RISK MANAGEMENT SERVICES, INC.

 	 
	 	By:  	/S/ G. LINN EVANS
 	 
	 	 	Name:  	G. Linn Evans 	 
	 	 	Title:  	Secretary and Treasurer 	 




 









 






	 	 	 	 	 



	 	 	 	 	 
	 	HANNBRO COMPANY

 	 
	 	By:  	/S/ EMILY D. DICKINSON
 	 
	 	 	Name:  	Emily D. Dickinson 	 
	 	 	Title:  	President 	 
	 



	 	 	 	 	 
	 	MARTIN’S FOODS OF SOUTH BURLINGTON,

INC.

 	 
	 	By:  	/S/ EMILY D. DICKINSON
 	 
	 	 	Name:  	Emily D. Dickinson 	 
	 	 	Title:  	Assistant Secretary 	 
	 



	 	 	 	 	 
	 	SHOP ‘N SAVE-MASS., INC.

 	 
	 	By:  	/S/ EMILY D. DICKINSON
 	 
	 	 	Name:  	Emily D. Dickinson 	 
	 	 	Title:  	Secretary 	 
	 



	 	 	 	 	 
	 	HANNAFORD PROCUREMENT CORP.

 	 
	 	By:  	/S/ EMILY D. DICKINSON
 	 
	 	 	Name:  	Emily D. Dickinson 	 
	 	 	Title:  	Secretary 	 
	 



	 	 	 	 	 
	 	BONEY WILSON & SONS, INC.

 	 
	 	By:  	/S/ EMILY D. DICKINSON
 	 
	 	 	Name:  	Emily D. Dickinson 	 
	 	 	Title:  	Secretary 	 
	 



	 	 	 	 	 
	 	J.H. HARVEY CO., LLC

 	 
	 	By:  	/S/ G. LINN EVANS
 	 
	 	 	Name:  	G. Linn Evans 	 
	 	 	Title:  	Vice President and
Secretary 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	HANNAFORD LICENSING

CORP.

 	 
	 	By:  	/S/ EMILY D. DICKINSON
 	 
	 	 	Name:  	Emily D. Dickinson 	 
	 	 	Title:  	Secretary 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	THE BANK OF NEW YORK, as Trustee

 	 
	 	By:  	/S/ DOROTHY MILLER
 	 
	 	 	Name:  	Dorothy Miller 	 
	 	 	Title:  	Vice President