Albertsons Companies, Inc. Sample Contracts

Form of Albertsons Companies, Inc. Shares of Common Stock Underwriting Agreement
Underwriting Agreement • June 18th, 2020 • Albertsons Companies, Inc. • Retail-grocery stores • New York
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AGREEMENT AND PLAN OF MERGER BY AND AMONG ALBERTSONS COMPANIES, INC. THE KROGER CO. AND KETTLE MERGER SUB, INC. Dated as of October 13, 2022
Agreement and Plan of Merger • October 14th, 2022 • Albertsons Companies, Inc. • Retail-grocery stores • Delaware

This AGREEMENT AND PLAN OF MERGER, dated as of October 13, 2022 (this “Agreement”), is entered into by and among Albertsons Companies, Inc., a Delaware corporation (the “Company”), The Kroger Co., a, Ohio corporation (“Parent”) and Kettle Merger Sub, Inc., a Delaware corporation and wholly owned direct subsidiary of Parent (“Merger Sub” and, collectively with the Company and Parent, the “Parties”).

EMPLOYMENT AGREEMENT
Employment Agreement • July 27th, 2022 • Albertsons Companies, Inc. • Retail-grocery stores • Delaware

THIS EMPLOYMENT AGREEMENT (this “Agreement”) dated as of (the “Effective Date”), July 20, 2022 is between Albertsons Companies, Inc., a Delaware corporation (the “Company”), and Susan Morris (the “Executive,” and together with the Company, the “Parties”).

FOURTH AMENDED AND RESTATED ASSET-BASED REVOLVING CREDIT AGREEMENT Dated as of December 20, 2021 among Albertsons Companies, Inc. as the Lead Borrower for The Subsidiary Borrowers Named Herein The Guarantors Named Herein Bank of America, N.A., as...
Asset-Based Revolving Credit Agreement • December 23rd, 2021 • Albertsons Companies, Inc. • Retail-grocery stores • New York

This FOURTH AMENDED AND RESTATED ASSET-BASED REVOLVING CREDIT AGREEMENT (“Agreement”) is entered into as of December 20, 2021 among Albertsons Companies, Inc., a Delaware corporation (the “Lead Borrower”), the Subsidiaries of the Lead Borrower named on Schedule 1.01 hereto (the “Subsidiary Borrowers” and, together with the Lead Borrower 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”), each L/C Issuer (as defined below) from time to time party hereto and Bank of America, N.A. as Administrative Agent and Collateral Agent.

STOCKHOLDERS’ AGREEMENT BY AND AMONG ALBERTSONS COMPANIES, INC. AND
Stockholders’ Agreement • March 1st, 2018 • Albertsons Companies, Inc. • Retail-grocery stores • New York

This Stockholders’ Agreement (the “Agreement”) is made, entered into and effective as of December 3, 2017, by and between Albertsons Investor Holdings, LLC, a Delaware limited liability company (“Investor Holdco”), KIM ACI, LLC, a Delaware limited liability company (“KIM ACI”, and together with Investor Holdco, the “ABS Control Group”) and Albertsons Companies, Inc., a Delaware corporation (including any of its successors by merger, acquisition, reorganization, conversion or otherwise) (the “Company”).

AMENDMENT NO. 8
Term Loan Agreement • August 15th, 2019 • Albertsons Companies, Inc. • Retail-grocery stores • New York

This Second Amended and Restated Term Loan Agreement dated as of August 25, 2014 and effective as of January 30, 2015 (as amended, amended and restated, modified or supplemented from time to time, this “Agreement”) is entered into by and among ALBERTSON’S LLC, a Delaware limited liability company (“Parent Borrower”), ALBERTSONS COMPANIES, INC. (“Holdings”), the parties hereto from time to time as Co-Borrowers, the other 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 CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, in its capacity as administrative agent and collateral agent (in such capacity, “Agent” as hereinafter further defined).

SAFEWAY INC. SUPPLEMENTAL INDENTURE
Supplemental 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”).

EMPLOYMENT AGREEMENT
Employment Agreement • January 18th, 2017 • Albertsons Companies, Inc. • Retail-grocery stores • Idaho

EMPLOYMENT AGREEMENT (this “Agreement”) dated as of June 28, 2016, 2016 (the “Effective Date”), between AB Management Services Corp., a Delaware corporation (the “Company”), and Shane Sampson (the “Executive,” and together with the Company, the “Parties”).

TRANSITION SERVICES AGREEMENT by and between SUPERVALU INC. and ALBERTSON’S LLC Dated as of March 21, 2013
Transition 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

FIRST SUPPLEMENTAL INDENTURE December 23, 2016
First Supplemental Indenture • May 11th, 2017 • Albertsons Companies, Inc. • Retail-grocery stores • New York

FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) dated as of the date hereof, among each of the parties that are signatories hereto under the heading New Guarantors (collectively, the “New Guarantors”), a subsidiary of ALBERTSONS COMPANIES, LLC, a Delaware limited liability company (the “Company”), the Company, the Co-Issuers (as defined in the Indenture referred to herein) and WILMINGTON TRUST, NATIONAL ASSOCIATION, as trustee under the Indenture referred to below (the “Trustee”).

ALBERTSONS COMPANIES, INC. 2020 OMNIBUS INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD AGREEMENT
Restricted Stock Unit Award Agreement • April 25th, 2023 • Albertsons Companies, Inc. • Retail-grocery stores • Idaho

Albertsons Companies, Inc. (the "Company"), pursuant to the Albertsons Companies, Inc. 2020 Omnibus Incentive Plan (the "Plan"), hereby grants to the Participant named below an Award of Restricted Stock Units. Unless otherwise defined herein, the capitalized terms used in this Restricted Stock Unit Award Agreement (the "Agreement"), which includes the Notice of Grant (the "Notice of Grant") and the Terms and Conditions of Restricted Stock Unit Grant, attached hereto as Exhibit A, shall have the meanings ascribed to such terms in the Plan.

Registration Rights Agreement Dated as of August 9, 2016 by and among ALBERTSONS COMPANIES, LLC NEW ALBERTSON’S, INC. SAFEWAY INC. ALBERTSON’S LLC and the Guarantors listed on the Signature pages hereof, on the one hand, and Merrill Lynch, Pierce,...
Registration Rights Agreement • October 26th, 2016 • Albertsons Companies, Inc. • Retail-grocery stores • New York

This REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is made and entered into on August 9, 2016 (the “Closing Date”), by and 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”), ALBERTSON’S LLC, a Delaware limited liability company (“Albertsons” and together with the Company, NAI and Safeway, the “Co-Issuers”), and each domestic subsidiary of the Company listed on the signature page of this Agreement (the “Original Guarantors”), on the one hand, and Merrill Lynch, Pierce, Fenner & Smith Incorporated and Credit Suisse Securities (USA) LLC, each on behalf of itself and as a representative of each of the other Initial Purchasers named in Schedule A hereto (collectively, the “Initial Purchasers”), on the other hand.

THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this
Employment Agreement • January 8th, 2020 • Albertsons Companies, Inc. • Retail-grocery stores • Idaho

WHEREAS, the Executive is currently employed by the Company pursuant to an Amended and Restated Employment Agreement, dated as of August 1, 2017 (the "Prior Employment Agreement"); and

TRANSITION SERVICES AGREEMENT by and between SUPERVALU INC. and NEW ALBERTSON’S, INC. Dated as of March 21, 2013
Transition 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).

FORM OF INDEMNIFICATION AGREEMENT
Form of Indemnification Agreement • March 6th, 2020 • Albertsons Companies, Inc. • Retail-grocery stores • Delaware

This Indemnification Agreement (“Agreement”) is made as of , 2020 by and between Albertsons Companies, Inc., a Delaware corporation (the “Corporation”), and (“Indemnitee”).

AMENDMENT NO. 2
Credit 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).

Form of Albertsons Companies, Inc. [______]% Series A Mandatory Convertible Preferred Stock Underwriting Agreement
Underwriting Agreement • May 5th, 2020 • Albertsons Companies, Inc. • Retail-grocery stores • New York
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, 2015
Contingent 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.

AMENDMENT No. 3 and CONSENT, dated as of February 11, 2016 (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...
Security Agreement • July 29th, 2016 • Albertsons Companies, Inc. • Retail-grocery stores • New York

This THIRD AMENDED AND RESTATED SECURITY AGREEMENT dated as of March 21, 2013, amended and restated as of December 27, 2013, as further amended and restated as of January 30, 2015 and as further amended as of February 11, 2016 (as amended, restated, supplemented or otherwise modified from time to time in accordance with the provisions hereof, this “Security Agreement”) by (i) ALBERTSON’S LLC, a Delaware limited liability company as Parent Borrower (the “Parent Borrower”), (ii) SAFEWAY, INC. ( “Safeway”), (iii) SPIRIT ACQUISITION HOLDINGS LLC (“Spirit”), (iv) NEW ALBERTSON’S, INC. (“NAI”), (v) UNITED SUPERMARKETS, L.L.C. (“United” and, together with Safeway, Spirit and NAI, the “Co-Borrowers”, each, a “Co-Borrower” and together with the Parent Borrower, the “Borrowers”), (vi) ALBERTSONS COMPANIES, LLC (“Holdings”) and the OTHER GUARANTORS LISTED ON THE SIGNATURE PAGES HERETO (collectively, the “Original Guarantors”) AND THE OTHER GUARANTORS FROM TIME TO TIME PARTY HERETO BY EXECUTION OF

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ALBERTSONS COMPANIES, INC. RESTRICTED STOCK UNIT AWARD AGREEMENT
Restricted Stock Unit Award Agreement • April 25th, 2023 • Albertsons Companies, Inc. • Retail-grocery stores • Idaho

Albertsons Companies, Inc. (the "Company"), pursuant to the Albertsons Companies, Inc. 2020 Omnibus Incentive Plan (the "Plan"), hereby grants to the Participant named below an Award of Restricted Stock Units. Unless otherwise defined herein, the capitalized terms used in this Restricted Stock Unit Award Agreement (the"Agreement"), which includes the Notice of Grant (the "Notice of Grant") and Terms and Conditions of Restricted Stock Unit Grant, attached hereto as Exhibit A (including the Appendix), shall have the meanings ascribed to such terms in the Plan.

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).

SECOND SUPPLEMENTAL INDENTURE April 21, 2017
Second Supplemental Indenture • May 11th, 2017 • Albertsons Companies, Inc. • Retail-grocery stores • New York

SECOND SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) dated as of the date hereof, among each of the parties that are signatories hereto under the heading New Guarantors (collectively, the “New Guarantors”), a subsidiary of ALBERTSONS COMPANIES, LLC, a Delaware limited liability company (the “Company”), the Company, the Co-Issuers (as defined in the Indenture referred to herein) and WILMINGTON TRUST, NATIONAL ASSOCIATION, as trustee under the Indenture referred to below (the “Trustee”).

JOINDER AND ASSUMPTION AGREEMENT OF NAI GUARANTORS December 21, 2015
Joinder 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”).

THIRD SUPPLEMENTAL INDENTURE
Supplemental Indenture • May 11th, 2017 • Albertsons Companies, Inc. • Retail-grocery stores • New York

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 “Existing Co-Issuer” and collectively, the “Existing Co-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”).

AMENDMENT NO. 1
Albertsons Companies, Inc. • January 22nd, 2016 • 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

Albertsons Companies, Inc.
Albertsons Companies, Inc. • June 18th, 2020 • Retail-grocery stores
SUPPLEMENTAL INDENTURE NO. 5
Supplemental 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”),

Contract
Albertsons Companies, Inc. • January 22nd, 2016 • 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

Form of Albertsons Companies, Inc. Shares of Common Stock Underwriting Agreement
Underwriting Agreement • October 2nd, 2015 • Albertsons Companies, Inc. • Retail-grocery stores • New York
TERMINATION AGREEMENT
Termination Agreement • August 9th, 2018 • Albertsons Companies, Inc. • Retail-grocery stores • Delaware

This Termination Agreement (this “Agreement”), dated as of August 8, 2018, is by and among Rite Aid Corporation, a Delaware corporation (the “Company”), Albertsons Companies, Inc., a Delaware corporation (“Parent”), Ranch Acquisition II LLC, a Delaware limited liability company and a wholly owned subsidiary of Parent (“Merger Sub II”), and Ranch Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of Merger Sub II (“Merger Sub,” together with Merger Sub II, the “Merger Subs” and, together with the Company, Parent and Merger Sub II, the “Parties” and each, a “Party”). Capitalized terms used but not defined herein have the respective meanings given to them in that certain Agreement and Plan of Merger, dated as of February 18, 2018, by and among the Parties (the “Merger Agreement”).

THIRD SUPPLEMENTAL INDENTURE
Supplemental Indenture • May 11th, 2017 • Albertsons Companies, Inc. • Retail-grocery stores • New York

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 “Existing Co-Issuer” and collectively, the “Existing Co-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”).

SUPPORT AGREEMENT
Support Agreement • October 19th, 2022 • Albertsons Companies, Inc. • Retail-grocery stores • Delaware

This Support Agreement, dated as of October 13, 2022 (this “Agreement”), is made and entered into by and among the Company, a Delaware corporation (the “Company”), and Stockholder, (“Stockholder” and, together with the Company, the “Parties”).

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