SIXTH SUPPLEMENTAL INDENTURE
Exhibit 4.10.6
EXECUTION COPY
SIXTH SUPPLEMENTAL INDENTURE
SIXTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) dated as of November 16, 2018 (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 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 Issuer and New Subsidiary Guarantor signatory hereto under the heading New Additional Issuer and New Subsidiary Guarantor (the “New Subsidiary Note Party”) 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; 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 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) The 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.
3. Agreement to Assume Issuer Obligations.
(a) The 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.
4. 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.
5. Governing Law. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
6. Trustee Makes No Representation. The Trustee makes no representation as to the recitals or the validity or sufficiency of this Supplemental Indenture.
7. 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.
8. Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction thereof.
[Remainder of Page Intentionally Left Blank]
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IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the date first above written.
Lead Issuers
By: | /s/ Xxxxxx X. Xxxxxx | ||
Name: | Xxxxxx X. Xxxxxx | ||
Title: | Executive Vice President & Chief Financial Officer | ||
ALBERTSON’S LLC | |||
By: | /s/ Xxxxxx X. Xxxxxx | ||
Name: | Xxxxxx X. Xxxxxx | ||
Title: | Executive Vice President & Chief Financial Officer | ||
NEW ALBERTSONS L.P. | |||
By: | /s/ Xxxxxx X. Xxxxxx | ||
Name: | Xxxxxx X. Xxxxxx | ||
Title: | Executive Vice President & Chief Financial Officer | ||
SAFEWAY INC. | |||
By: | /s/ Xxxxxx Xxxxxx | ||
Name: | Xxxxxx Xxxxxx | ||
Title: | Executive Vice President, General Counsel & Secretary | ||
[Sixth Supplemental Indenture (2025 Notes)]
Existing Additional Issuers and Existing Subsidiary Guarantors
UNITED SUPERMARKETS, L.L.C. | |||
By: | /s/ Xxxxxxx X. Xxxxxxxxx | ||
Name: | Xxxxxxx X. Xxxxxxxxx | ||
Title: | Group Vice President, Real Estate & Business Law & Assistant Secretary | ||
SPIRIT ACQUISITION HOLDINGS LLC | |||
By: | /s/ Xxxxxxx X. Xxxxxxxxx | ||
Name: | Xxxxxxx X. Xxxxxxxxx | ||
Title: | Group Vice President, Real Estate & Business Law & Assistant Secretary | ||
[Sixth Supplemental Indenture (2025 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 X. XXXXXX, INC. JETCO PROPERTIES, INC. JEWEL COMPANIES, INC. JEWEL FOOD STORES, INC. LUCKY STORES LLC OAKBROOK BEVERAGE CENTERS, XXX. XXXX’S REALTY XX. XXXX’S SUPERMARKETS, INC. SSM HOLDINGS COMPANY STAR MARKETS COMPANY, XXX. XXXX 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/ Xxxx Xxxxxx | ||
Name: | Xxxx Xxxxxx | ||
Title: | Vice President, Treasurer & Assistant Secretary | ||
XXXX’X REALTY TRUST | |||
By: | /s/ Xxxx Xxxxxx | ||
Name: | Xxxx Xxxxxx | ||
Title: | Trustee | ||
[Sixth Supplemental Indenture (2025 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 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/ Xxxxxxx X. Xxxxxxxxx | ||
Name: | Xxxxxxx X. Xxxxxxxxx | ||
Title: | Group Vice President, Real Estate & Business Law & Assistant Secretary | ||
[Sixth Supplemental Indenture (2025 Notes)]
GOOD SPIRITS LLC | |||
By: | /s/ Xxxxxxx X. Xxxxxxxxx | ||
Name: | Xxxxxxx X. Xxxxxxxxx | ||
Title: | Group Vice President, Real Estate Business Law & Assistant Secretary | ||
[Sixth Supplemental Indenture (2025 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/ Xxxxxxx X. Xxxxxxxxx | ||
Name: | Xxxxxxx X. Xxxxxxxxx | ||
Title: | Group Vice President, Real Estate & Business Law & Assistant Secretary | ||
[Sixth Supplemental Indenture (2025 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/ Xxxxxxx X. Xxxxxxxxx | ||
Name: | Xxxxxxx X. Xxxxxxxxx | ||
Title: | Group Vice President, Real Estate & Business Law & Assistant Secretary | ||
[Sixth Supplemental Indenture (2025 Notes)]
USM MANUFACTURING L.L.C. LLANO LOGISTICS, INC. | |||
By: | /s/ Xxxxxxx X. Xxxxxxxxx | ||
Name: | Xxxxxxx X. Xxxxxxxxx | ||
Title: | Group Vice President, Real Estate & Business Law & Assistant Secretary | ||
[Sixth Supplemental Indenture (2025 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 71, INC. SAFEWAY STORES 72, INC. SSI – AK HOLDINGS, INC. DOMINICK’S SUPERMARKETS, LLC DOMINICK’S FINER FOODS, LLC RANDALL’S FOOD MARKETS, INC. SAFEWAY GIFT CARDS, LLC SAFEWAY HOLDINGS I, XXX XXXXXXXXXXXX.XXX, LLC | |||
By: | /s/ Xxxxx X. Xxxxxx | ||
Name: | Xxxxx X. Xxxxxx | ||
Title: | Vice President & Assistant Secretary | ||
[Sixth Supplemental Indenture (2025 Notes)]
XXXXXXXXXXXX.XXX OPERATING COMPANY, LLC THE VONS COMPANIES, INC. STRATEGIC GLOBAL SOURCING, LLC GFM HOLDINGS LLC RANDALL’S HOLDINGS, INC. SAFEWAY AUSTRALIA HOLDINGS, INC. SAFEWAY CANADA HOLDINGS, INC. AVIA PARTNERS, INC. SAFEWAY PHILTECH HOLDINGS, INC. CONSOLIDATED PROCUREMENT SERVICES, INC. XXXX-XXXXXXXXX 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/ Xxxxx X. Xxxxxx | ||
Name: | Xxxxx X. Xxxxxx | ||
Title: | Vice President & Assistant Secretary | ||
[Sixth Supplemental Indenture (2025 Notes)]
XXXXXXXX’X FAMILY MARKETS LP | |||
By: | GFM HOLDINGS, its general partner | ||
By: | /s/ Xxxxx X. Xxxxxx | ||
Name: | Xxxxx X. Xxxxxx | ||
Title: | Vice President & Assistant Secretary | ||
[Sixth Supplemental Indenture (2025 Notes)]
XXXXXXX’X FOOD & DRUGS LP | |||
By: | XXXXXXX’X FOOD MARKETS, INC., its general partner | ||
By: | /s/ Xxxxx X. Xxxxxx | ||
Name: | Xxxxx X. Xxxxxx | ||
Title: | Vice President & Assistant Secretary | ||
[Sixth Supplemental Indenture (2025 Notes)]
XXXXXXX’X MANAGEMENT COMPANY, INC. XXXXXXX’X BEVERAGE COMPANY, INC. | |||
By: | /s/ Xxxx Xxxx | ||
Name: | Xxxx Xxxx | ||
Title: | Vice President | ||
[Sixth Supplemental Indenture (2025 Notes)]
XXXXXXX’X INVESTMENTS, INC. | |||
By: | /s/ Xxxxxxxxx X. Xxxxxx | ||
Name: | Xxxxxxxxx X. Xxxxxx | ||
Title: | Vice President & Secretary | ||
[Sixth Supplemental Indenture (2025 Notes)]
ALBERTSON’S STORES SUB LLC | |||
By: | /s/ Xxxxxxx Xxxxxxxxx | ||
Name: | Xxxxxxx Xxxxxxxxx | ||
Title: | Group Vice President, Real Estate & Business Law & Assistant Secretary | ||
[Sixth Supplemental Indenture (2025 Notes)]
AB MANAGEMENT SERVICES CORP. | |||
By: | /s/ Xxxxxx X. Xxxxxx | ||
Name: | Xxxxxx X. Xxxxxx | ||
Title: | Executive Vice President & Chief Financial Officer | ||
[Sixth Supplemental Indenture (2025 Notes)]
ABS REAL ESTATE COMPANY LLC | |||
By: | /s/ Xxxxxx Xxxxxx | ||
Name: | Xxxxxx Xxxxxx | ||
Title: | Executive Vice President, General Counsel & Secretary | ||
[Sixth Supplemental Indenture (2025 Notes)]
ALBERTSONS STORE’S SUB HOLDINGS LLC | |||
By: | /s/ Xxxxxxx X. Xxxxxxxxx | ||
Name: | Xxxxxxx X. Xxxxxxxxx | ||
Title: | Group Vice President, Real Estate & Business Law & Assistant Secretary | ||
AB ACQUISITION LLC | |||
By: | /s/ Xxxxxxx X. Xxxxxxxxx | ||
Name: | Xxxxxxx X. Xxxxxxxxx | ||
Title: | Group Vice President, Real Estate & Business Law & Assistant Secretary | ||
[Sixth Supplemental Indenture (2025 Notes)]
NAI HOLDINGS GP LLC | |||
By: | /s/ Xxxxxx X. Xxxxxx | ||
Name: | Xxxxxx X. Xxxxxx | ||
Title: | Executive Vice President & Chief Financial Officer | ||
[Sixth Supplemental Indenture (2025 Notes)]
DINEINFRESH, INC. | |||
By: | /s/ Xxxxx X. Xxxxxx | ||
Name: | Xxxxx X. Xxxxxx | ||
Title: | Vice President, Corporate Law & Assistant Secretary | ||
[Sixth Supplemental Indenture (2025 Notes)]
New Additional Issuer and New Subsidiary Guarantor
INFINITE AISLE LLC | |||
By: | /s/ Xxxxx X. Xxxxxx | ||
Name: | Xxxxx X. Xxxxxx | ||
Title: | Vice President & Assistant Secretary | ||
[Sixth Supplemental Indenture (2025 Notes)]
WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee | |||
By: | /s/ Xxxxxx X. Field | ||
Name: | Xxxxxx X. Field | ||
Title: | Assistant Vice President | ||
[Sixth Supplemental Indenture (2025 Notes)]
