Exhibit 4.13.5
EXECUTION COPY
FIFTH SUPPLEMENTAL INDENTURE
FIFTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) dated as of February 25, 2018 (the “Effective Date”), among ALBERTSONS COMPANIES, INC., a Delaware corporation (as successor by merger to ALBERTSONS COMPANIES, LLC, a Delaware limited liability company (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 Issuers and New Subsidiary Guarantors that are signatories hereto under the heading New Additional Issuers and New Subsidiary Guarantors (each, a “New Subsidiary Note Party,” and collectively, the “New Subsidiary Note Parties”) 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;
WHEREAS, on or prior to the Effective Date, Albertsons Companies, LLC (“ACL”) has merged with, and into the Company, with the Company surviving such merger as the Successor Company (the “ Merger”);
WHEREAS Section 5.01 of the Indenture provides that the Company is required to execute and deliver to the Trustee a supplemental indenture pursuant to which it, as a Successor Company, unconditionally assumes ACL Obligations under the Securities and the Indenture;
WHEREAS Section 5.01 of the Indenture provides that the Existing Subsidiary Note Parties shall confirm that its Subsidiary Guarantee shall apply to the Company’s obligations under the Indenture and the Securities;
WHEREAS the New Subsidiary Note Parties shall unconditionally guarantee, on a joint and several basis, all of the Issuers’ obligations under the Securities pursuant to a Guarantee on the terms and conditions set forth herein;
WHEREAS the New Subsidiary Note Parties shall become “Additional Issuers”; and
WHEREAS pursuant to Section 9.01 of the Indenture, the Trustee and the Company are authorized to execute and deliver this Supplemental Indenture;
