SECOND SUPPLEMENTAL INDENTURE
Exhibit 4.13.2
SECOND SUPPLEMENTAL INDENTURE
SECOND 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 ALBERTSON’S 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, 2019, providing for the issuance of the Issuers’ 7.5% Senior Notes due 2026 (the “Securities”), initially in the aggregate principal amount of $600,000,000; 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.
3. 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.
4. Governing Law. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
5. Trustee Makes No Representation. The Trustee makes no representation as to the recitals or the validity or sufficiency of this Supplemental Indenture.
6. 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.
7. 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.
| Issuers | ||
| ALBERTSONS COMPANIES, INC. | ||
| 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 | ||
| ALBERTSON’S LLC | ||
| By: | /s/ Xxxxxx X. Xxxxxx | |
| Name: Xxxxxx X. Xxxxxx | ||
| Title: Executive Vice President, General Counsel & Secretary | ||
| SAFEWAY INC. | ||
| By: | /s/ Xxxxxx X. Xxxxxx | |
| Name: Xxxxxx X. Xxxxxx | ||
| Title: Executive Vice President, General Counsel & Secretary | ||
[Second Supplemental Indenture (2026 Notes)]
| Existing 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 | ||
[Second Supplemental Indenture (2026 Notes)]
| NAI HOLDINGS GP LLC | ||
| By: | /s/ Xxxxxx X. Xxxxxx | |
| Name: Xxxxxx X. Xxxxxx | ||
| Title: Executive Vice President & Chief Financial Officer | ||
| ALBERTSON’S STORES 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 | ||
| ALBERTSON’S STORES SUB LLC | ||
| By: | /s/ Xxxxxxx X. Xxxxxxxxx | |
| Name: Xxxxxxx X. Xxxxxxxxx | ||
| Title: Group Vice President, Real Estate & Business Law & Assistant Secretary | ||
[Second Supplemental Indenture (2026 Notes)]
| AB MANAGEMENT SERVICES CORP. | ||
| By: | /s/ Xxxxxx X. Xxxxxx | |
| Name: Xxxxxx X. Xxxxxx | ||
| Title: Executive Vice President & Chief Financial Officer | ||
| ABS REAL ESTATE COMPANY LLC | ||
| By: | /s/ Xxxxxx X. Xxxxxx | |
| Name: Xxxxxx X. Xxxxxx | ||
| Title: Executive Vice President, General Counsel & Secretary | ||
[Second Supplemental Indenture (2026 Notes)]
| ABS FINANCE CO., INC. ACME MARKETS, INC. APLC PROCUREMENT, INC. ASC MEDIA SERVICES, INC. ASP REALTY, LLC XXXXXXXX X. XXXXXX, INC. JEWEL COMPANIES, INC. JEWEL FOOD STORES, INC. OAKBROOK BEVERAGE CENTERS, INC. XXXX’X SUPERMARKETS, INC. SSM HOLDINGS COMPANY STAR MARKETS COMPANY, INC. STAR MARKETS HOLDINGS, INC. AMERICAN STORES COMPANY, LLC AMERICAN DRUG STORES LLC AMERICAN PROCUREMENT AND LOGISTICS COMPANY LLC LUCKY STORES LLC AMERICAN PARTNERS, L.P. JETCO PROPERTIES, INC. XXXX’X REALTY CO. WILDCAT MARKETS OPCO LLC NAI SATURN EASTERN LLC GIANT OF SALISBURY, INC. COLLINGTON SERVICES LLC 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 | ||
[Second Supplemental Indenture (2026 Notes)]
| FRESH HOLDINGS LLC GOOD SPIRITS 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 FLA INVESTOR LLC ABS SW INVESTOR LLC ABS RM INVESTOR LLC ABS DFW INVESTOR LLC ASP SW INVESTOR LLC ABS REALTY INVESTOR LLC ABS FLA LEASE INVESTOR LLC 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 ABS REALTY LEASE INVESTOR LLC ABS TX INVESTOR GP LLC ASR TX INVESTOR GP LLC ABS TX INVESTOR LP ABS TX LEASE INVESTOR GP LLC ABS TX LEASE INVESTOR LP ASR TX INVESTOR LP ASR LEASE INVESTOR LLC | ||
| By: | /s/ Xxxxxxx X. Xxxxxxxxx | |
| Name: Xxxxxxx X. Xxxxxxxxx | ||
| Title: Group Vice President, Real Estate & Business Law & Assistant Secretary | ||
[Second Supplemental Indenture (2026 Notes)]
| ABS MEZZANINE II LLC ABS FLA OWNER LLC 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 ABS DFW LEASE OWNER LLC ASP SW OWNER LLC ASP SW LEASE OWNER LLC EXT OWNER LLC SUNRICH OWNER LLC EXT LEASE OWNER LLC NHI TX OWNER GP LLC NHI TX OWNER LP NHI TX LEASE OWNER GP LLC NHI TX LEASE OWNER LP ASR OWNER LLC ASR TX LEASE OWNER GP LLC ASR TX LEASE OWNER LP ABS TX OWNER GP LLC ABS TX OWNER LP ABS TX LEASE OWNER GP LLC ABS 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 | ||
[Second Supplemental Indenture (2026 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 | ||
| By: | /s/ Xxxxxxx X. Xxxxxxxxx | |
| Name: Xxxxxxx X. Xxxxxxxxx | ||
| Title: Group Vice President, Real Estate & Business Law & Assistant Secretary | ||
[Second Supplemental Indenture (2026 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 | ||
[Second Supplemental Indenture (2026 Notes)]
| CAYAM ENERGY, LLC DIVARIO VENTURES LLC DOMINICK’S SUPERMARKETS, LLC DOMINICK’S FINER FOODS, LLC GFM HOLDINGS I, INC. GFM HOLDINGS LLC LUCERNE FOODS, INC. EATING RIGHT LLC LUCERNE DAIRY PRODUCTS LLC LUCERNE NORTH AMERICA LLC O ORGANICS LLC XXXXXXX’X HOLDINGS, INC. XXXXXXX’X FOOD MARKETS, INC. SAFEWAY AUSTRALIA HOLDINGS, INC. SAFEWAY CANADA HOLDINGS, INC. SAFEWAY NEW CANADA, INC. SAFEWAY CORPORATE, INC. SAFEWAY STORES 67, INC. SAFEWAY DALLAS, INC. AVIA PARTNERS, 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. | ||
| By: | /s/ Xxxxx X. Xxxxxx | |
| Name: Xxxxx X. Xxxxxx | ||
| Title: Vice President & Assistant Secretary | ||
[Second Supplemental Indenture (2026 Notes)]
| SAFEWAY GIFT CARDS, LLC SAFEWAY HOLDINGS I, LLC XXXXXXXXXXXX.XXX, LLC XXXXXXXXXXXX.XXX OPERATING COMPANY, LLC SAFEWAY PHILTECH HOLDINGS, INC. SAFEWAY STORES 58, INC. SAFEWAY SOUTHERN CALIFORNIA, INC. SAFEWAY STORES 28, INC. THE VONS COMPANIES, INC. SAFEWAY STORES 42, INC. CONSOLIDATED PROCUREMENT SERVICES, INC. SAFEWAY STORES 71, INC. SAFEWAY STORES 72, INC. SSI – AK HOLDINGS, INC. XXXX-XXXXXXXXX FOODS CO. SAFEWAY HEALTH INC. | ||
| By: | /s/ Xxxxx X. Xxxxxx | |
| Name: Xxxxx X. Xxxxxx | ||
| Title: Vice President & Assistant Secretary | ||
[Second Supplemental Indenture (2026 Notes)]
| XXXXXXXX’X FAMILY MARKETS LP | ||
| By: GFM HOLDINGS LLC, its general partner | ||
| By: | /s/ Xxxxx X. Xxxxxx | |
| Name: Xxxxx X. Xxxxxx | ||
| Title: Vice President & Assistant Secretary | ||
[Second Supplemental Indenture (2026 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 | ||
[Second Supplemental Indenture (2026 Notes)]
| XXXXXXX’X MANAGEMENT COMPANY, INC. XXXXXXX’X BEVERAGE COMPANY, INC. | ||
| By: | /s/ Xxxxxxx XxXxxxx | |
| Name: Xxxxxxx XxXxxxx | ||
| Title: Vice President | ||
[Second Supplemental Indenture (2026 Notes)]
| XXXXXXX’X INVESTMENTS, INC | ||
| By: | /s/ Xxxxxxxxx X. Xxxxxx | |
| Name: Xxxxxxxxx X. Xxxxxx | ||
| Title: Vice President & Secretary | ||
[Second Supplemental Indenture (2026 Notes)]
| DINEINFRESH, INC. | ||
| By: | /s/ Xxxxx X. Xxxxxx | |
| Name: Xxxxx X. Xxxxxx | ||
| Title: Group Vice President, Corporate Law & Assistant Secretary | ||
| INFINITE AISLE LLC | ||
| By: | /s/ Xxxxx X. Xxxxxx | |
| Name: Xxxxx X. Xxxxxx | ||
| Title: Vice President & Assistant Secretary | ||
| JA PROCUREMENT LLC | ||
| By: | /s/ Xxxxx X. Xxxxxx | |
| Name: Xxxxx X. Xxxxxx | ||
| Title: Group Vice President, Corporate Law & Assistant Secretary | ||
[Second Supplemental Indenture (2026 Notes)]
| New Guarantor | ||
| SAFEWAY REALTY LLC | ||
| By: | /s/ Xxxxx X. Xxxxxx | |
| Name: Xxxxx X. Xxxxxx | ||
| Title: Secretary | ||
[Second Supplemental Indenture (2026 Notes)]
| WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee | ||
| By: | /s/ Xxxxxx X. Field | |
| Name: Xxxxxx X. Field | ||
| Title: Vice President | ||
[Second Supplemental Indenture (2026 Notes)]
