THIRD SUPPLEMENTAL INDENTURE
Exhibit 4.23
THIRD SUPPLEMENTAL INDENTURE
THIRD SUPPLEMENTAL INDENTURE (this Supplemental Indenture) dated as of May 5, 2017, among ALBERTSONS COMPANIES, LLC, a Delaware limited liability company (the Company), NEW ALBERTSONS, INC., an Ohio corporation (NAI), SAFEWAY INC., a Delaware corporation (Safeway) and ALBERTSONS LLC, a Delaware limited liability company (Albertsons, together with Safeway and NAI, each a Existing Co-Issuer and collectively, the Existing Co-Issuers and together with the Company, each an Existing Issuer and collectively, the Existing Issuers), the other parties that are signatories hereto under the heading Additional Issuers (each, a Additional Issuer, and collectively, the Additional Issuers) 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 Existing Issuers, as issuers, and the Additional Issuers, as subsidiary guarantors, 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; 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. Confirmation of Guarantee. Each Additional Issuer 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 Subsidiary Guarantor under the Indenture.
3. Agreement to Assume Issuer Obligations.
(a) Each Additional Issuer hereby agrees, to unconditionally assume, jointly and severally with all Existing Issuers, the Obligations under the Securities and the Indenture as an Issuer (as defined in the Indenture) under the Indenture.
(b) Each Existing Issuer, joint and severally, confirms that nothing in this Supplemental Indenture relieves any Existing Issuer of its Obligations under the Securities and the Indenture.
4. Amendment to Section 1.01 of the Indenture. The following definition is hereby added:
Additional Issuer means each Subsidiary Guarantor that executes a supplemental indenture (which supplemental indenture shall be in a form consistent with the Third Supplemental Indenture dated [ ], 2017) as an Additional Issuer. The provisions applicable to an Issuer under Section 5.01 and Section 5.02 (in each case, including the related definitions referred to therein) shall not apply to any Additional Issuer and each provision of this Indenture applicable to a Guarantor shall continue to apply to each Guarantor notwithstanding its designation as an Additional Issuer.
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]
2
IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the date first above written.
Existing Issuers | ||||
ALBERTSONS COMPANIES, LLC | ||||
By: | /s/ Wayne Denningham | |||
Name: | Wayne Denningham | |||
Title: | President & Chief Operating Officer | |||
ALBERTSONS LLC | ||||
By: | /s/ Wayne Denningham | |||
Name: | Wayne Denningham | |||
Title: | President & Chief Operating Officer | |||
NEW ALBERTSONS, INC. | ||||
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 |
[Third Supplemental Indenture (2024 Notes)]
Additional Issuers | ||||
UNITED SUPERMARKETS, L.L.C. | ||||
By: | /s/ Bradley R. Beckstrom | |||
Name: | Bradley R. Beckstrom | |||
Title: | Group Vice President, Real Estate & | |||
Business Law & Assistant Secretary | ||||
SPIRIT ACQUISITION HOLDINGS LLC | ||||
By: | /s/ Bradley R. Beckstrom | |||
Name: | Bradley R. Beckstrom | |||
Title: | President |
[Third Supplemental Indenture (2024 Notes)]
ABS FINANCE CO., INC. | ||||
ACME MARKETS, INC. | ||||
AMERICAN DRUG STORES LLC | ||||
AMERICAN PARTNERS, L.P. | ||||
AMERICAN PROCUREMENT AND LOGISTICS COMPANY LLC | ||||
AMERICAN STORES COMPANY, LLC | ||||
APLC PROCUREMENT, INC. | ||||
ASC MEDIA SERVICES, INC. | ||||
ASP REALTY, LLC | ||||
CLIFFORD W. PERHAM, INC. | ||||
JETCO PROPERTIES, INC. | ||||
JEWEL COMPANIES, INC. | ||||
JEWEL FOOD STORES, INC. | ||||
LUCKY STORES LLC | ||||
OAKBROOK BEVERAGE CENTERS, INC. | ||||
SHAWS REALTY CO. | ||||
SHAWS SUPERMARKETS, INC. | ||||
SSM HOLDINGS COMPANY | ||||
STAR MARKETS COMPANY, INC. | ||||
STAR MARKETS HOLDINGS, INC. | ||||
WILDCAT MARKETS OPCO LLC | ||||
NAI SATURN EASTERN LLC | ||||
COLLINGTON SERVICES LLC | ||||
GIANT OF SALISBURY, INC. | ||||
ALBERTSONS COMPANIES SPECIALTY CARE, LLC | ||||
MEDCART SPECIALTY CARE, LLC | ||||
By: | /s/ Gary Morton | |||
Name: | Gary Morton | |||
Title: | Vice President, Treasurer & Assistant Secretary | |||
SHAWS REALTY TRUST | ||||
By: | /s/ Gary Morton | |||
Name: | Gary Morton | |||
Title: | Trustee |
[Third Supplemental Indenture (2024 Notes)]
FRESH HOLDINGS LLC | ||||
AMERICAN FOOD AND DRUG LLC | ||||
EXTREME LLC | ||||
NEWCO INVESTMENTS, LLC | ||||
NHI INVESTMENT PARTNERS, LP | ||||
AMERICAN STORES PROPERTIES LLC | ||||
JEWEL OSCO SOUTHWEST LLC | ||||
SUNRICH MERCANTILE LLC | ||||
ABS REAL ESTATE HOLDINGS LLC | ||||
ABS REAL ESTATE INVESTOR HOLDINGS LLC | ||||
ABS REAL ESTATE CORP. | ||||
ABS REAL ESTATE OWNER HOLDINGS LLC | ||||
ABS MEZZANINE I LLC | ||||
ABS TX INVESTOR GP LLC | ||||
ABS FLA INVESTOR LLC | ||||
ABS TX INVESTOR LP | ||||
ABS SW INVESTOR LLC | ||||
ABS RM INVESTOR LLC | ||||
ABS DFW INVESTOR LLC | ||||
ASP SW INVESTOR LLC | ||||
ABS TX LEASE INVESTOR GP LLC | ||||
ABS FLA LEASE INVESTOR LLC | ||||
ABS TX LEASE INVESTOR LP | ||||
ABS SW LEASE INVESTOR LLC | ||||
ABS RM LEASE INVESTOR LLC | ||||
ASP SW LEASE INVESTOR LLC | ||||
AFDI NOCAL LEASE INVESTOR LLC | ||||
ABS NOCAL LEASE INVESTOR LLC | ||||
ASR TX INVESTOR GP LLC | ||||
ASR TX INVESTOR LP | ||||
ABS REALTY INVESTOR LLC | ||||
ASR LEASE INVESTOR LLC | ||||
By: | /s/ Bradley R. Beckstrom | |||
Name: | Bradley R. Beckstrom | |||
Title: | Group Vice President, Real Estate & Business Law, and Assistant Secretary |
[Third Supplemental Indenture (2024 Notes)]
GOOD SPIRITS LLC | ||||
By: | /s/ Bradley R. Beckstrom | |||
Name: | Bradley R. Beckstrom | |||
Title: | Vice President & Secretary |
[Third Supplemental Indenture (2024 Notes)]
ABS REALTY LEASE INVESTOR LLC | ||||
ABS MEZZANINE II LLC | ||||
ABS TX OWNER GP LLC | ||||
ABS FLA OWNER LLC | ||||
ABS TX OWNER LP | ||||
ABS TX LEASE OWNER GP LLC | ||||
ABS TX LEASE OWNER LP | ||||
ABS SW OWNER LLC | ||||
ABS SW LEASE OWNER LLC | ||||
LUCKY (DEL) LEASE OWNER LLC | ||||
SHORTCO OWNER LLC | ||||
ABS NOCAL LEASE OWNER LLC | ||||
LSP LEASE LLC | ||||
ABS RM OWNER LLC | ||||
ABS RM LEASE OWNER LLC | ||||
ABS DFW OWNER LLC | ||||
ASP SW OWNER LLC | ||||
ASP SW LEASE OWNER LLC | ||||
NHI TX OWNER GP LLC | ||||
EXT OWNER LLC | ||||
NHI TX OWNER LP | ||||
SUNRICH OWNER LLC | ||||
NHI TX LEASE OWNER GP LLC | ||||
ASR OWNER LLC | ||||
EXT LEASE OWNER LLC | ||||
NHI TX LEASE OWNER LP | ||||
ASR TX LEASE OWNER GP LLC | ||||
ASR TX LEASE OWNER LP | ||||
ABS MEZZANINE III LLC | ||||
ABS CA-O LLC | ||||
ABS CA-GL LLC | ||||
ABS ID-O LLC | ||||
ABS ID-GL LLC | ||||
ABS MT-O LLC | ||||
ABS MT-GL LLC | ||||
ABS NV-O LLC | ||||
ABS NV-GL LLC | ||||
By: | /s/ Bradley R. Beckstrom | |||
Name: | Bradley R. Beckstrom | |||
Title: | Group Vice President, Real Estate & Business Law, and Assistant Secretary |
[Third Supplemental Indenture (2024 Notes)]
ABS OR-O LLC | ||||
ABS OR-GL LLC | ||||
ABS UT-O LLC | ||||
ABS UT-GL LLC | ||||
ABS WA-O LLC | ||||
ABS WA-GL LLC | ||||
ABS WY-O LLC | ||||
ABS WY-GL LLC | ||||
ABS CA-O DC1 LLC | ||||
ABS CA-O DC2 LLC | ||||
ABS ID-O DC LLC | ||||
ABS OR-O DC LLC | ||||
ABS UT-O DC LLC | ||||
ABS DFW LEASE OWNER LLC | ||||
By: | /s/ Bradley R. Beckstrom | |||
Name: | Bradley R. Beckstrom | |||
Title: | Group Vice President, Real Estate & Business Law, and Assistant Secretary |
[Third Supplemental Indenture (2024 Notes)]
USM MANUFACTURING L.L.C. | ||||
LLANO LOGISTICS, INC. | ||||
By: | /s/ Bradley R. Beckstrom | |||
Name: | Bradley R. Beckstrom | |||
Title: | Vice President, Legal |
[Third Supplemental Indenture (2024 Notes)]
SAFEWAY NEW CANADA, INC. | ||||
SAFEWAY CORPORATE, INC. | ||||
SAFEWAY STORES 67, INC. | ||||
SAFEWAY DALLAS, INC. | ||||
SAFEWAY STORES 78, INC. | ||||
SAFEWAY STORES 79, INC. | ||||
SAFEWAY STORES 80, INC. | ||||
SAFEWAY STORES 85, INC. | ||||
SAFEWAY STORES 86, INC. | ||||
SAFEWAY STORES 87, INC. | ||||
SAFEWAY STORES 88, INC. | ||||
SAFEWAY STORES 89, INC. | ||||
SAFEWAY STORES 90, INC. | ||||
SAFEWAY STORES 91, INC. | ||||
SAFEWAY STORES 92, INC. | ||||
SAFEWAY STORES 96, INC. | ||||
SAFEWAY STORES 97, INC. | ||||
SAFEWAY STORES 98, INC. | ||||
SAFEWAY DENVER, INC. | ||||
SAFEWAY STORES 44, INC. | ||||
SAFEWAY STORES 45, INC. | ||||
SAFEWAY STORES 46, INC. | ||||
SAFEWAY STORES 47, INC. | ||||
SAFEWAY STORES 48, INC. | ||||
SAFEWAY STORES 49, INC. | ||||
SAFEWAY STORES 58, INC. | ||||
SAFEWAY SOUTHERN CALIFORNIA, INC. | ||||
SAFEWAY STORES 28, INC. | ||||
SAFEWAY STORES 42, INC. | ||||
SAFEWAY STORES 99, INC. | ||||
SAFEWAY STORES 71, INC. | ||||
SAFEWAY STORES 72, INC. | ||||
SSI AK HOLDINGS, INC. | ||||
DOMINICKS SUPERMARKETS, LLC | ||||
DOMINICKS FINER FOODS, LLC | ||||
RANDALLS FOOD MARKETS, INC. | ||||
SAFEWAY GIFT CARDS, LLC | ||||
SAFEWAY HOLDINGS I, LLC | ||||
GROCERYWORKS.COM, LLC | ||||
By: | /s/ Laura A. Donald | |||
Name: | Laura A. Donald | |||
Title: | Vice President & Assistant Secretary |
[Third Supplemental Indenture (2024 Notes)]
GROCERYWORKS.COM OPERATING COMPANY, LLC | ||||
THE VONS COMPANIES, INC. | ||||
STRATEGIC GLOBAL SOURCING, LLC | ||||
GFM HOLDINGS LLC | ||||
RANDALLS HOLDINGS, INC. | ||||
SAFEWAY AUSTRALIA HOLDINGS, INC. | ||||
SAFEWAY CANADA HOLDINGS, INC. | ||||
AVIA PARTNERS, INC. | ||||
SAFEWAY PHILTECH HOLDINGS, INC. | ||||
CONSOLIDATED PROCUREMENT SERVICES, INC. | ||||
CARR-GOTTSTEIN FOODS CO. | ||||
SAFEWAY HEALTH INC. | ||||
LUCERNE FOODS, INC. | ||||
EATING RIGHT LLC | ||||
LUCERNE DAIRY PRODUCTS LLC | ||||
LUCERNE NORTH AMERICA LLC | ||||
O ORGANICS LLC | ||||
DIVARIO VENTURES LLC | ||||
CAYAM ENERGY, LLC | ||||
GFM HOLDINGS I, INC. | ||||
By: | /s/ Laura A. Donald | |||
Name: | Laura A. Donald | |||
Title: | Vice President & Assistant Secretary |
[Third Supplemental Indenture (2024 Notes)]
GENUARDIS FAMILY MARKETS LP | ||||
By: GFM HOLDINGS LLC, its general partner | ||||
By: | /s/ Laura A. Donald | |||
Name: | Laura A. Donald | |||
Title: | Vice President & Assistant Secretary |
[Third Supplemental Indenture (2024 Notes)]
RANDALLS FOOD & DRUGS LP | ||||
By: RANDALLS FOOD MARKETS, INC., its general partner | ||||
By: | /s/ Laura A. Donald | |||
Name: | Laura A. Donald | |||
Title: | Vice President & Assistant Secretary |
[Third Supplemental Indenture (2024 Notes)]
RANDALLS MANAGEMENT COMPANY, INC. | ||||
RANDALLS BEVERAGE COMPANY, INC. | ||||
By: | /s/ Miles Kendall | |||
Name: | Miles Kendall | |||
Title: | President, Treasurer & Secretary |
[Third Supplemental Indenture (2024 Notes)]
RANDALLS INVESTMENTS, INC. | ||||
By: | /s/ Elizabeth A. Harris | |||
Name: | Elizabeth A. Harris | |||
Title: | Vice President & Secretary |
[Third Supplemental Indenture (2024 Notes)]
WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee | ||||
By: | /s/ Hallie E. Field | |||
Name: | Hallie E. Field | |||
Title: | Assistant Vice President |
[Third Supplemental Indenture (2024 Notes)]