Fourth Supplemental Indenture dated as of December 3, 2017, by and among Albertsons Companies, LLC, New Albertsons L.P. , Safeway Inc. and Albertsons LLC, the additional issuers, and Wilmington Trust, National Association, as trustee with respect to the 6.625% Senior Notes due 2024

EX-4.12.4 4 d525849dex4124.htm EX-4.12.4 EX-4.12.4

Exhibit 4.12.4

EXECUTION VERSION

FOURTH SUPPLEMENTAL INDENTURE

FOURTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) dated as of December 3, 2017 (the “Effective Date”), among ALBERTSONS COMPANIES, LLC, a Delaware limited liability company (the “Company”), NEW ALBERTSONS L.P., a Delaware limited partnership (as successor by conversion to New Albertson’s, Inc., an Ohio corporation) (“NALP”), SAFEWAY INC., a Delaware corporation (“Safeway”) and ALBERTSON’S LLC, a Delaware limited liability company (“Albertsons”, together with the Company, Safeway and NALP, collectively, the “Lead Issuers), the Existing Additional Issuers and Existing Subsidiary Guarantors that are signatories hereto under the heading Existing Additional Issuers and Existing Subsidiary Guarantors (each, a “Existing Subsidiary Note Party,” and collectively, the “Existing Subsidiary Note Parties”), the New Additional Issuers and New Subsidiary Guarantors that are signatories hereto under the heading New Additional Issuers and New Subsidiary Guarantors (each, a “New Subsidiary Note Party,” and collectively, the “New Subsidiary Note Parties”) 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 Lead Issuers and the Existing Subsidiary Note Parties have executed and delivered to the Trustee an indenture (as amended, supplemented or otherwise modified, the “Indenture”) dated as May 31, 2016, providing for the issuance of the Issuers’ 6.625% Senior Notes due 2024 (the “Securities”), initially in the aggregate principal amount of $1,250,000,000;

WHEREAS, on or prior to the Effective Date, New Albertson’s, Inc. (“NAI”) has converted into a limited partnership under the laws of Delaware (the “Conversion”);

WHEREAS, as a result of the Conversion and without need for any further action, the Securities and the Indenture are the continuing Obligations of NALP.

WHEREAS the New Subsidiary Note Parties shall unconditionally guarantee, on a joint and several basis, all of the Issuers’ obligations under the Securities pursuant to a Guarantee on the terms and conditions set forth herein;

WHEREAS the New Subsidiary Note Parties shall become “Additional Issuers”; 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. Assumption and Confirmation. Upon the consummation of the Conversion, NALP hereby expressly assumes, agrees and confirms its continuing obligation notwithstanding the Conversion, promptly to pay, perform and discharge when due each and every debt, obligation, covenant and agreement incurred, made or to be paid, performed or discharged by NALP under the Indenture and the Securities. NALP hereby confirms (i) its continuing agreement to be bound by all the terms, provisions and conditions of the Indenture and the Securities notwithstanding the Conversion, and (ii) that it may exercise every right and power of NALP under the Indenture and the Securities notwithstanding the Conversion.

3. Subsidiary Guarantee.

Each New Subsidiary Note Party, as a Subsidiary 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.

4. Agreement to Assume Issuer Obligations.

(a) Each New Subsidiary Note Party, as an Additional Issuer, hereby agrees, to unconditionally assume, jointly and severally with the Lead Issuers, the Obligations under the Securities and the Indenture as an Issuer (as defined in the Indenture) under the Indenture.

(b) Each Lead Issuer, joint and severally, confirms that nothing in this Supplemental Indenture relieves any Lead Issuer of its Obligations under the Securities and the Indenture.

5. Ratification of Indenture; Supplemental Indentures Part of Indenture. Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental Indenture shall form a part of the Indenture for all purposes, and every Holder of Securities heretofore or hereafter authenticated and delivered shall be bound hereby.

6. Governing Law. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

7. Trustee Makes No Representation. The Trustee makes no representation as to the recitals or the validity or sufficiency of this Supplemental Indenture.

8. Counterparts. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.

9. Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction thereof.

[Remainder of Page Intentionally Left Blank]

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


Lead Issuers

ALBERTSONS COMPANIES, LLC

By:	/s/ Wayne Denningham
	Name:	Wayne Denningham
	Title:	President & Chief Operating Officer

ALBERTSON’S LLC

By:	/s/ Wayne Denningham
	Name:	Wayne Denningham
	Title:	President & Chief Operating Officer

NEW ALBERTSONS L.P.

By:	/s/ Wayne Denningham
	Name:	Wayne Denningham
	Title:	President & Chief Operating Officer

SAFEWAY INC.

By:	/s/ Wayne Denningham
	Name:	Wayne Denningham
	Title:	President & Chief Operating Officer