Shaw's Supermarkets S4 Registration of securities issued in business combination transactions | SEC 19 May 17

Exhibit 4.23

THIRD SUPPLEMENTAL INDENTURE

THIRD SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) dated as of May 5, 2017, among ALBERTSONS COMPANIES, LLC, a Delaware limited liability company (the “Company”), NEW ALBERTSON’S, INC., an Ohio corporation (“NAI”), SAFEWAY INC., a Delaware corporation (“Safeway”) and ALBERTSON’S LLC, a Delaware limited liability company (“Albertsons”, together with Safeway and NAI, each a “ExistingCo-Issuer” and collectively, the “ExistingCo-Issuers” and together with the Company, each an “Existing Issuer” and collectively, the “Existing Issuers”), the other parties that are signatories hereto under the heading Additional Issuers (each, a “Additional Issuer,” and collectively, the “Additional Issuers”) 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 Existing Issuers, as issuers, and the Additional Issuers, as subsidiary guarantors, have executed and delivered to the Trustee an indenture (as amended, supplemented or otherwise modified, the “Indenture”) dated as May 31, 2016, providing for the issuance of the Issuers’ 6.625% Senior Notes due 2024 (the “Securities”), initially in the aggregate principal amount of $1,250,000,000; 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. Confirmation of Guarantee. Each Additional Issuer 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 Subsidiary Guarantor under the Indenture.

3. Agreement to Assume Issuer Obligations.

(a) Each Additional Issuer hereby agrees, to unconditionally assume, jointly and severally with all Existing Issuers, the Obligations under the Securities and the Indenture as an Issuer (as defined in the Indenture) under the Indenture.

(b) Each Existing Issuer, joint and severally, confirms that nothing in this Supplemental Indenture relieves any Existing Issuer of its Obligations under the Securities and the Indenture.

4. Amendment to Section 1.01 of the Indenture. The following definition is hereby added:

“Additional Issuer” means each Subsidiary Guarantor that executes a supplemental indenture (which supplemental indenture shall be in a form consistent with the Third Supplemental Indenture dated [ ], 2017) as an “Additional Issuer”. The provisions applicable to an “Issuer” under Section 5.01 and Section 5.02 (in each case, including the related definitions referred to therein) shall not apply to any Additional Issuer and each provision of this Indenture applicable to a Guarantor shall continue to apply to each Guarantor notwithstanding its designation as an Additional Issuer.”

5. 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.

6. Governing Law.THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

7. Trustee Makes No Representation. The Trustee makes no representation as to the recitals or the validity or sufficiency of this Supplemental Indenture.

8. 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.

9. Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction thereof.

[Remainder of Page Intentionally Left Blank]

IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the date first above written.


Existing Issuers

ALBERTSONS COMPANIES, LLC

By:	/s/ Wayne Denningham
	Name:	Wayne Denningham
	Title:	President & Chief Operating Officer

ALBERTSON’S LLC

By:	/s/ Wayne Denningham
	Name:	Wayne Denningham
	Title:	President & Chief Operating Officer

NEW ALBERTSON’S, INC.

By:	/s/ Wayne Denningham
	Name:	Wayne Denningham
	Title:	President & Chief Operating Officer

SAFEWAY INC.

By:	/s/ Wayne Denningham
	Name:	Wayne Denningham
	Title:	President & Chief Operating Officer