SECOND AMENDED AND RESTATED ASSET-BASED REVOLVING CREDIT AGREEMENT Dated as of December 21, 2015 among Albertsons Companies, LLC as the Lead Borrower for The Borrowers Named Herein The Guarantors Named Herein Bank of America, N.A., as Administrative...Asset-Based Revolving Credit Agreement • January 22nd, 2016 • Albertsons Companies, Inc. • Retail-grocery stores • New York
This SECOND AMENDED AND RESTATED ASSET-BASED REVOLVING CREDIT AGREEMENT (“Agreement”) is entered into as of December 21, 2015 among Albertsons Companies, LLC, a Delaware limited liability company (the “Lead Borrower”), the Persons named on Schedule 1.01A hereto (the “Albertson’s Borrowers”), the Persons named on Schedule 1.01B hereto (the “NAI Borrowers” and, together with the Lead Borrower, the Albertson’s Borrowers and each other Person that becomes a Borrower hereunder in accordance with the terms hereof, collectively, the “Borrowers”), the Guarantors, each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”) and Bank of America, N.A. as Administrative Agent and Collateral Agent.
JOINDER TO GUARANTEEJoinder to Guarantee • January 22nd, 2016 • Albertsons Companies, Inc. • Retail-grocery stores • New York
JOINDER TO GUARANTEE (this “Joinder”) dated as of December 21, 2015, made by entities identified on the signature pages hereto (each a “New Guarantor” and together, the “New Guarantors”) in favor of THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as successor to The Bank of New York, as trustee under the Safeway Indenture referred to below (the “Trustee”), for itself and for the benefit of the holders of the Guaranteed Notes (as defined below).
JOINDER AND ASSUMPTION AGREEMENT OF NAI GUARANTORS December 21, 2015Joinder and Assumption Agreement • January 22nd, 2016 • Albertsons Companies, Inc. • Retail-grocery stores • New York
Reference is made to the Second Amended and Restated Term Loan Agreement, dated as of August 25, 2014 and effective as of January 30, 2015 (as further amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”) among Albertson’s LLC, a Delaware limited liability company (“Parent Borrower”), Safeway Inc. (“Safeway”), the other co-borrowers party thereto (such term and each other capitalized term used but not defined herein having the meaning given to it in Section 1 of the Credit Agreement), the existing Guarantors party thereto, the Lenders from time to time party thereto and Credit Suisse AG, Cayman Islands Branch, in its capacity as administrative agent and collateral agent (the “Agent”).
AMENDMENT NO. 1Term Loan Agreement • January 22nd, 2016 • Albertsons Companies, Inc. • Retail-grocery stores • New York
AMENDMENT NO. 1, dated as of December 21, 2015 (this “Amendment”), to the Second Amended and Restated Term Loan Agreement, dated as of August 25, 2014 and effective as of January 30, 2015 (as amended, supplemented, amended and restated or otherwise modified from time to time, the “Term Loan Agreement”) among ALBERTSON’S LLC, a Delaware limited liability company (“Parent Borrower”), ALBERTSON’S HOLDINGS LLC, SAFEWAY INC. (“Safeway”), the other co-borrowers party thereto (together with the Parent Borrower and Safeway, the “Borrowers” and each, a “Borrower”), the Guarantors party thereto, the parties thereto from time to time as lenders, whether by execution of the Term Loan Agreement or an Assignment and Acceptance (each individually, a “Lender” and collectively, “Lenders” as further defined in the Term Loan Agreement) and CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, in its capacity as administrative agent and collateral agent (in such capacity, “Agent” as further defined in the Term Loan Ag
ContractTerm Loan Agreement • January 22nd, 2016 • Albertsons Companies, Inc. • Retail-grocery stores • New York
AMENDMENT No. 2, dated as of December 21, 2015 (this “Amendment”), to the Second Amended and Restated Term Loan Agreement, dated as of August 25, 2014 and effective as of January 30, 2015 (as amended by Amendment No. 1, dated as of the date hereof, as further amended by this Amendment No. 2 and as may be further amended, supplemented, amended and restated or otherwise modified from time to time, the “Term Loan Agreement”) among ALBERTSON’S LLC, a Delaware limited liability company (“Parent Borrower”), SAFEWAY INC. (“Safeway”), the other co-borrowers party thereto (together with the Parent Borrower and Safeway, the “Borrowers” and each, a “Borrower”), the Guarantors party thereto, the parties thereto from time to time as lenders, whether by execution of the Term Loan Agreement or an Assignment and Acceptance (each individually, a “Lender” and collectively, “Lenders” as further defined in the Term Loan Agreement) and CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, in its capacity as administrat
INITIAL ESCROW RELEASE DATE SUPPLEMENTAL INDENTURESupplemental Indenture • January 22nd, 2016 • Albertsons Companies, Inc. • Retail-grocery stores • New York
SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) dated as of January 30, 2015, among SAFEWAY INC., a Delaware corporation (“Safeway”), ALBERTSON’S HOLDINGS LLC (or its successor), a Delaware limited liability company (the “Company”), each of the other parties that are signatories hereto as Guarantors (collectively, the “Guarantors”), and WILMINGTON TRUST, NATIONAL ASSOCIATION as trustee under the Indenture referred to below (the “Trustee”) and as collateral agent under the Indenture referred to below (the “Notes Collateral Agent”).
SECOND SUPPLEMENTAL INDENTURESupplemental Indenture • January 22nd, 2016 • Albertsons Companies, Inc. • Retail-grocery stores • New York
THIS SECOND SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) dated as of December 21, 2015, among ALBERTSONS COMPANIES, LLC, a Delaware limited liability company (the “Company”), SAFEWAY INC. ( as successor to Saturn Acquisition Merger Sub, Inc.), a Delaware corporation (“Safeway” and, together with the Company, the “Issuers”), each of the other parties that are signatories hereto under the heading Existing Guarantors (collectively, the “Existing Guarantors”), each of the other parties that are signatories hereto under the heading New Guarantors (collectively, the “New Guarantors” and together with the Existing Guarantors, the “Guarantors”), and WILMINGTON TRUST, NATIONAL ASSOCIATION as trustee under the Indenture referred to below (the “Trustee”) and as collateral agent under the Indenture referred to below (the “Notes Collateral Agent”).
EMPLOYMENT AGREEMENTEmployment Agreement • January 22nd, 2016 • Albertsons Companies, Inc. • Retail-grocery stores • Idaho
EMPLOYMENT AGREEMENT (this “Agreement”) dated as of November 7, 2015, between Albertsons Companies, Inc., a Delaware corporation (the “Company”) and Anuj Dhanda (the “Executive”, and together with the Company, the “Parties”).
