FIRST SUPPLEMENTAL INDENTURE
FIRST SUPPLEMENTAL INDENTURE (this Supplemental Indenture) dated as of June 9, 2020 (the Effective Date), among ALBERTSONS COMPANIES, INC., a Delaware corporation (the Company), NEW ALBERTSONS L.P., a Delaware limited partnership (NALP), SAFEWAY INC., a Delaware corporation (Safeway) and ALBERTSONS LLC, a Delaware limited liability company (Albertsons, together with the Company, Safeway and NALP, collectively, the Issuers), the Existing Guarantors that are signatories hereto under the heading Existing Guarantors (each, an Existing Guarantor, and collectively, the Existing Guarantors), the New Guarantor signatory hereto under the heading New Guarantor (the New Guarantor) and WILMINGTON TRUST, NATIONAL ASSOCIATION, a national banking association, as trustee (in such capacity, together with its successors and assigns in such capacity, the Trustee).
W I T N E S S E T H :
WHEREAS the Issuers and the Existing Guarantors have executed and delivered to the Trustee an indenture (as amended, supplemented or otherwise modified, the Indenture) dated as February 5, 2020, providing for the issuance of the Issuers 4.875% Senior Notes due 2030 (the Securities), initially in the aggregate principal amount of $1,000,000,000; and
WHEREAS pursuant to Section 9.01 of the Indenture, the Trustee and the Company are authorized to execute and deliver this Supplemental Indenture;
NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Company and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Securities as follows:
1. Defined Terms. As used in this Supplemental Indenture, terms defined in the Indenture or in the preamble or recital hereto are used herein as therein defined. The words herein, hereof and hereby and other words of similar import used in this Supplemental Indenture refer to this Supplemental Indenture as a whole and not to any particular section hereof.
2. Subsidiary Guarantee.
(a) Each Existing Guarantor, hereby confirms, jointly and severally, that its Guarantee shall apply to the Issuers Obligations under the Securities and the Indenture on the terms and subject to the conditions set forth in Article X of the Indenture and will continue to be bound by all other applicable provisions of the Indenture and the Securities and to perform all of the obligations and agreements of a Guarantor under the Indenture.
(b) The New Guarantor, hereby agrees, jointly and severally with all Existing Guarantors, to unconditionally guarantee the Issuers Obligations under the Securities on the terms and subject to the conditions set forth in Article X of the Indenture and to be bound by all other applicable provisions of the Indenture and the Securities and to perform all of the obligations and agreements of a Guarantor under the Indenture.