TRANSITION SERVICES AGREEMENT by and between SUPERVALU INC. and ALBERTSON’S LLC Dated as of [·]Transition Services Agreement • January 25th, 2013 • Supervalu Inc • Retail-grocery stores
This TRANSITION SERVICES AGREEMENT, dated as of [·](1) (this “Services Agreement” or “TSA”), is entered into by and between SUPERVALU INC., a Delaware corporation (“SVU”) and Albertson’s LLC, a Delaware limited liability company (“ABS LLC” and together with its Subsidiaries other than New Albertson’s Inc. (“NAI”) and its Subsidiaries, “Albertson’s”). In this Services Agreement, SVU, on the one hand, and Albertson’s, on the other hand, are sometimes referred to individually as a “party” and collectively as the “parties.” In its capacity as a recipient of Services hereunder (as designated on Schedules 1 and 2 hereof with respect to particular services), each party is referred to herein as “Receiving Party,” and, in its capacity as a provider of Services hereunder (as designated on Schedules 1 and 2 hereof with respect to particular services), each party is referred to herein as “Service Provider.” All terms used herein and not defined herein shall have the meanings assigned to them in th
TRANSITION SERVICES AGREEMENT by and between SUPERVALU INC. and NEW ALBERTSON’S, INC. Dated as of [·]Transition Services Agreement • January 25th, 2013 • Supervalu Inc • Retail-grocery stores
This TRANSITION SERVICES AGREEMENT, dated as of [·](1) (this “Services Agreement” or “TSA”), is entered into by and between SUPERVALU INC., a Delaware corporation (“SVU”) and New Albertson’s, Inc., an Ohio corporation (“NAI” and together with its Subsidiaries, “New Albertson’s”). In this Services Agreement, SVU, on the one hand, and NAI, on the other hand, are sometimes referred to individually as a “party” and collectively as the “parties.” In its capacity as a recipient of Services hereunder (as designated on Schedules 1 and 2 hereof with respect to particular services), each party is referred to herein as “Receiving Party,” and, in its capacity as a provider of Services hereunder (as designated on Schedules 1 and 2 hereof with respect to particular services), each party is referred to herein as “Service Provider.” All terms used herein and not defined herein shall have the meanings assigned to them in the SPA (as defined below).
January 10, 2013 Symphony Investors LLC c/o Cerberus Capital Management, L.P. Re: Equity Financing Commitment Ladies and Gentlemen:Equity Financing Commitment • January 25th, 2013 • Supervalu Inc • Retail-grocery stores • New York
Reference is made to the Tender Offer Agreement, dated as of the date hereof (as amended or modified from time to time in accordance with its terms and the terms of the Investor Agreement (as defined below), the “TOA”), by and among Symphony Investors LLC, a Delaware limited liability company (the “Offeror”), SUPERVALU INC., a Delaware corporation (“SVU”), and, solely for purposes of Section 2.09, Section 2.10 and Section 5.04 of the TOA, Cerberus Capital Management, L.P. (“Cerberus”). Capitalized or other terms used and not defined herein but defined in the TOA shall have the meanings ascribed to them in the TOA. This letter agreement is being delivered by each “Equity Investor” set forth on Annex A (each an “Equity Investor”, and, collectively, the “Equity Investors”) and, solely for purposes of Section 10, by each “Sponsor” set forth on Annex A (each, a “Sponsor”), to the Offeror in connection with the execution of the TOA. Concurrently with the execution of this letter agreement, t
CERBERUS INSTITUTIONAL PARTNERS V, L.P. 875 Third Avenue, 11th Floor New York, NY 10022Tender Offer Agreement • January 25th, 2013 • Supervalu Inc • Retail-grocery stores • New York
Reference is hereby made to (i) that certain Tender Offer Agreement, dated as of the date hereof (the “TOA”), by and among Symphony Investors LLC (the “Offeror”) and SUPERVALU INC. (“SVU”) and, solely for purposes of Section 2.09, Section 2.10 and Section 5.04 of the TOA, Cerberus Capital Management, L.P. (“Cerberus”), pursuant to which the Offeror has agreed, subject to the terms and conditions contained therein, to commence a tender offer (as it may be amended from time to time as permitted under the TOA) to purchase up to 30% of the issued and outstanding Company Common Stock and, subject to Section 1.03 of the TOA, to purchase the Issued Shares, if applicable, and (ii) that certain letter agreement, dated as of the date hereof (the “Equity Commitment Letter”), by and among the Guarantor, the other Equity Investors named therein (such other Equity Investors, the “Co-Investors”, and together with the Guarantor, the “TOA Equity Investors”) and the Offeror, pursuant to which the TOA Eq
ESCROW AGREEMENTEscrow Agreement • January 25th, 2013 • Supervalu Inc • Retail-grocery stores • New York
ESCROW AGREEMENT, made and entered into as of , 2013 (this “Agreement”), by and among SUPERVALU INC., a Delaware corporation (“SVU”), AMERICAN STORES COMPANY, LLC, a Delaware limited liability company (“ASC”) and together with SVU, sometimes referred to individually as “Party” and collectively as the “Parties”), and JPMORGAN CHASE BANK, N.A., a national banking association (the “Escrow Agent”).
SUPPLEMENTAL INDENTURE NO. 4Supplemental Indenture • January 25th, 2013 • Supervalu Inc • Retail-grocery stores • New York
This SUPPLEMENTAL INDENTURE NO. 4, dated as of [ ,] 2013 (the “Supplemental Indenture”), between AMERICAN STORES COMPANY, LLC, a Delaware limited liability company and formerly a corporation incorporated under the laws of the State of Delaware, known as AMERICAN STORES COMPANY (the “Company”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, successor trustee under the Indenture referred to below (the “Trustee”).
