ALBERTSON’S HOLDINGS LLC and SATURN ACQUISITION MERGER SUB, INC., as Issuers and the Guarantors party hereto from time to time 7.750% Senior Secured Notes due 2022 INDENTURE Dated as of October 23, 2014 WILMINGTON TRUST, NATIONAL ASSOCIATION, as...Supplemental Indenture • July 8th, 2015 • Albertsons Companies, Inc. • New York
IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the date first above written.
SAFEWAY INC. SUPPLEMENTAL INDENTURESupplemental Indenture • July 8th, 2015 • Albertsons Companies, Inc. • New York
THIS SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) is entered into as of October 8, 2014, between Safeway Inc., a Delaware corporation (the “Company”), and The Bank of New York Mellon Trust Company, National Association, a bank duly organized and existing under the laws of the United States, as trustee (the “Trustee”), under that certain Indenture, dated as of September 10, 1997 (the “Original Indenture”), as amended and supplemented by that certain Officers’ Certificate Pursuant to Sections 2.2 and 10.4 of the Original Indenture, dated August 17, 2007 (the “Officers’ Certificate”), with respect to the Company’s 6.35% Notes Due 2017 (as so amended, the “Indenture”).
TRANSITION SERVICES AGREEMENT by and between SUPERVALU INC. and ALBERTSON’S LLC Dated as of March 21, 2013Transition Services Agreement • July 8th, 2015 • Albertsons Companies, Inc.
This TRANSITION SERVICES AGREEMENT, dated as of March 21, 2013 (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 th
TRANSITION SERVICES AGREEMENT by and between SUPERVALU INC. and NEW ALBERTSON’S, INC. Dated as of March 21, 2013Transition Services Agreement • July 8th, 2015 • Albertsons Companies, Inc.
This TRANSITION SERVICES AGREEMENT, dated as of March 21, 2013 (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).
AMENDMENT NO. 2Credit Agreement • July 8th, 2015 • Albertsons Companies, Inc. • New York
This ASSET-BASED REVOLVING CREDIT AGREEMENT (“Agreement”) is entered into as of January 24, 2014 among New Albertson’s Inc., an Ohio corporation (the “Lead Borrower”), the Persons named on Schedule 1.01 hereto or which become Borrowers hereafter in accordance with the terms hereof (together with the Lead Borrower, collectively, the “Borrowers”), NAI Holdings LLC (“Holdco”), the Guarantors, each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), Bank of America, N.A. as Administrative Agent and Collateral Agent; and the Co-Syndication Agents and as Co-Documentation Agents (each as herein defined).
CASA LEY CONTINGENT VALUE RIGHTS AGREEMENT BY AND AMONG AB ACQUISITION LLC, SAFEWAY INC. THE SHAREHOLDER REPRESENTATIVE, AS DEFINED HEREIN AND COMPUTERSHARE INC. AND COMPUTERSHARE TRUST COMPANY, N.A., AS RIGHTS AGENT DATED AS OF JANUARY 30, 2015Contingent Value Rights Agreement • July 8th, 2015 • Albertsons Companies, Inc. • Delaware
THIS CASA LEY CONTINGENT VALUE RIGHTS AGREEMENT, dated as of January 30, 2015 (this “Agreement”), is entered into by and among AB Acquisition LLC, a Delaware limited liability company (“Ultimate Parent”), Safeway Inc., a Delaware corporation (the “Company”), Computershare Inc. (“Computershare”) and its wholly owned subsidiary, Computershare Trust Company, N.A. together as rights agent (the “Rights Agent”) and the Shareholder Representative.
ARTICLE TWO REPRESENTATIONS AND WARRANTIESSupplemental Indenture • July 8th, 2015 • Albertsons Companies, Inc. • New York
TERM LOAN AGREEMENT by and among NEW ALBERTSON’S, INC. as Borrower, NAI HOLDINGS LLC, as Holdings, THE GUARANTORS NAMED HEREIN THE LENDERS FROM TIME TO TIME PARTY HERETO CITIBANK, N.A. as Administrative and Collateral Agent and CITIGROUP GLOBAL...Term Loan Agreement • July 8th, 2015 • Albertsons Companies, Inc. • New York
This Term Loan Agreement dated June 27, 2014 (as amended, amended and restated, modified or supplemented from time to time, the “Agreement”) is entered into by and among NEW ALBERTSON’S, INC., an Ohio corporation (“Borrower”), NAI HOLDINGS LLC (“Holdings”), the Guarantors party hereto, the parties hereto from time to time as lenders, whether by execution of this Agreement or an Assignment and Acceptance (each individually, a “Lender” and collectively, “Lenders” as hereinafter further defined) and CITIBANK, N.A., a national banking association, in its capacity as administrative agent and collateral agent (in such capacity, “Agent” as hereinafter further defined).
SUPPLEMENTAL INDENTURE NO. 5Supplemental Indenture • July 8th, 2015 • Albertsons Companies, Inc. • New York
THIS INDENTURE, dated as of May 1, 1995 between AMERICAN STORES COMPANY, a Delaware corporation (the “Issuer”), and THE FIRST NATIONAL BANK OF CHICAGO, a national banking association, as trustee (the “Trustee”),
AMENDED AND RESTATED LETTER OF CREDIT FACILITY AGREEMENT dated as of March 23, 2013 amended and restated as of January 24, 2014 among NEW ALBERTSON’S, INC., and BANK OF AMERICA, N.A., as Issuing Bank $125,000,000 LETTER OF CREDIT FACILITYLetter of Credit Facility Agreement • July 8th, 2015 • Albertsons Companies, Inc. • New York
This AMENDED AND RESTATED LETTER OF CREDIT FACILITY AGREEMENT (“Agreement”), dated as of March 23, 2013 and amended and restated as of January 24, 2014, is entered into by and among NEW ALBERTSON’S INC., an Ohio corporation (“Borrower”), and BANK OF AMERICA, N.A., as Issuing Bank (together with its permitted successors in such capacity the “Issuing Bank”).
AMENDED AND RESTATED ASSET-BASED REVOLVING CREDIT AGREEMENT Dated as of January 30, 2015 among Albertson’s LLC, as the Lead Borrower Albertsons Holdings LLC, as Holdco for The Borrowers Named Herein The Guarantors Named Herein Bank of America, N.A.,...Intercreditor Agreement • July 8th, 2015 • Albertsons Companies, Inc. • New York
This AMENDED AND RESTATED ASSET-BASED REVOLVING CREDIT AGREEMENT (“Agreement”) is entered into as of January 30, 2015 among Albertson’s LLC, a Delaware limited liability company (the “Lead Borrower”), the Persons named on Schedule 1.01 hereto (together with the Lead Borrower and each other Person that becomes a Borrower hereunder in accordance with the terms hereof, collectively, the “Borrowers”), Albertsons Holdings LLC (“Holdco”), the Guarantors, each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), Bank of America, N.A. as Administrative Agent and Collateral Agent; and the Co-Syndication Agents and Co-Documentation Agents (each as defined herein).
