Fifth Supplemental Indenture dated as of February 25, 2018, by and among Albertsons Companies, Inc., New Albertsons L.P., Safeway Inc. and Albertsons LLC, the additional issuers, and Wilmington Trust, National Association, as trustee with respect to the 5.750% Senior Notes due 2025

EX-4.13.5 7 d525849dex4135.htm EX-4.13.5 EX-4.13.5

Exhibit 4.13.5

EXECUTION COPY

FIFTH SUPPLEMENTAL INDENTURE

FIFTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) dated as of February 25, 2018 (the “Effective Date”), among ALBERTSONS COMPANIES, INC., a Delaware corporation (as successor by merger to ALBERTSONS COMPANIES, LLC, a Delaware limited liability company (the “Company”), NEW ALBERTSONS L.P., a Delaware limited partnership (“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 August 9, 2016, providing for the issuance of the Issuers’ 5.750% Senior Notes due 2025 (the “Securities”), initially in the aggregate principal amount of $1,250,000,000;

WHEREAS, on or prior to the Effective Date, Albertsons Companies, LLC (“ACL”) has merged with, and into the Company, with the Company surviving such merger as the Successor Company (the “ Merger”);

WHEREAS Section 5.01 of the Indenture provides that the Company is required to execute and deliver to the Trustee a supplemental indenture pursuant to which it, as a Successor Company, unconditionally assumes ACL Obligations under the Securities and the Indenture;

WHEREAS Section 5.01 of the Indenture provides that the Existing Subsidiary Note Parties shall confirm that its Subsidiary Guarantee shall apply to the Company’s obligations under the Indenture and the Securities;

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. Agreement to Assume Obligations. The Company hereby agrees to unconditionally assume ACL’s Obligations under the Securities and the Indenture on the terms and subject to the conditions set forth in the Indenture and to be bound by all of the obligations and agreements of ACL under the Indenture.

3. Subsidiary Guarantee.

(a) Each Existing Subsidiary Note Party, as a Subsidiary 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) 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, INC.

By:	/s/ Robert B. Dimond
	Name:	Robert B. Dimond
	Title:	Executive Vice President & Chief Financial Officer

ALBERTSON’S LLC

By:	/s/ Robert B. Dimond
	Name:	Robert B. Dimond
	Title:	Executive Vice President & Chief Financial Officer

NEW ALBERTSONS L.P.

By:	/s/ Robert B. Dimond
	Name:	Robert B. Dimond
	Title:	Executive Vice President & Chief Financial Officer

SAFEWAY INC.

By:	/s/ Robert Gordon
	Name:	Robert Gordon
	Title:	Executive Vice President, General Counsel & Secretary