FIRST SUPPLEMENTAL INDENTURE

Exhibit 4.11.1

EXECUTION COPY

FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) dated as of April 17, 2019 (the “Effective Date”), among ALBERTSONS COMPANIES, INC., a Delaware corporation (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 “Issuers"), the Existing Guarantors that are signatories hereto under the heading Existing Guarantors (each, an “Existing Guarantor,” and collectively, the “Existing Guarantors”), the New Guarantor signatory hereto under the heading New Guarantor (the “New Guarantor”) 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 Issuers and the Existing Guarantors have executed and delivered to the Trustee an indenture (as amended, supplemented or otherwise modified, the “Indenture”) dated as February 5, 2019, providing for the issuance of the Issuers’ 7.5% Senior Notes due 2026 (the “Securities”), initially in the aggregate principal amount of $600,000,000; 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. Subsidiary Guarantee.

(a) Each Existing Guarantor, 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 Guarantor under the Indenture.

(b) The New Guarantor, hereby agrees, jointly and severally with all Existing Guarantors, to unconditionally guarantee the Issuers’ Obligations under the Securities on the terms and subject to the conditions set forth in Article X of the Indenture and 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 Guarantor under the Indenture.

3. 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.

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

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

6. 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.

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

[Remainder of Page Intentionally Left Blank]



	2

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

Issuers

ALBERTSONS COMPANIES, INC.

By: /s/ Xxxxxx X. Xxxxxx

Name: Xxxxxx X. Xxxxxx


Title:	Executive Vice President & Chief Financial Officer

ALBERTSON’S LLC


By:	/s/ Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx


Title:	Executive Vice President & Chief Financial Officer

NEW ALBERTSONS L.P.

By: /s/ Xxxxxx X. Xxxxxx


Name:	Xxxxxx X. Xxxxxx


Title:	Executive Vice President & Chief Financial Officer

SAFEWAY INC.

By: /s/ Xxxxxx Xxxxxx

Name: Xxxxxx Xxxxxx


Title:	Executive Vice President, General Counsel & Secretary

[First Supplemental Indenture (2026 Notes)]

Existing Guarantors

UNITED SUPERMARKETS, L.L.C.

By:    /s/ Xxxxxxx X. Xxxxxxxxx
    Name:    Xxxxxxx X. Xxxxxxxxx
    Title:    Group Vice President, Real Estate &
        Business Law & Assistant Secretary

SPIRIT ACQUISITION HOLDINGS LLC

By: /s/ Xxxxxxx X. Xxxxxxxxx

Name:    Xxxxxxx X. Xxxxxxxxx
Title:    Group Vice President, Real Estate &
    Business Law & Assistant Secretary

[First Supplemental Indenture (2026 Notes)]

ABS FINANCE CO., INC.

ACME MARKETS, INC.

AMERICAN DRUG STORES LLC

AMERICAN PARTNERS, L.P.

AMERICAN PROCUREMENT AND LOGISTICS COMPANY LLC

AMERICAN STORES COMPANY, LLC

APLC PROCUREMENT, INC.

ASC MEDIA SERVICES, INC.

ASP REALTY, LLC

XXXXXXXX X. XXXXXX, INC.

JETCO PROPERTIES, INC.

JEWEL COMPANIES, INC.

JEWEL FOOD STORES, INC.

LUCKY STORES LLC

OAKBROOK BEVERAGE CENTERS, INC.

XXXX’X REALTY CO.

XXXX’X SUPERMARKETS, INC.

SSM HOLDINGS COMPANY

STAR MARKETS COMPANY, INC.

STAR MARKETS HOLDINGS, INC.

WILDCAT MARKETS OPCO LLC

NAI SATURN EASTERN LLC

COLLINGTON SERVICES LLC

GIANT OF SALISBURY, INC.

ALBERTSONS COMPANIES SPECIALTY CARE, LLC

MEDCART SPECIALTY CARE, LLC

By: /s/ Xxxx Xxxxxx

Name: Xxxx Xxxxxx


Title:	Vice President, Treasurer &

Assistant Secretary

XXXX’X REALTY TRUST

By: /s/ Xxxx Xxxxxx

Name: Xxxx Xxxxxx


Title:	Trustee

[First Supplemental Indenture (2026 Notes)]

FRESH HOLDINGS LLC

AMERICAN FOOD AND DRUG LLC

EXTREME LLC

NEWCO INVESTMENTS, LLC

NHI INVESTMENT PARTNERS, LP

AMERICAN STORES PROPERTIES LLC

JEWEL OSCO SOUTHWEST LLC

SUNRICH MERCANTILE LLC

ABS REAL ESTATE HOLDINGS LLC

ABS REAL ESTATE INVESTOR HOLDINGS

LLC

ABS REAL ESTATE OWNER HOLDINGS LLC

ABS MEZZANINE I LLC

ABS TX INVESTOR GP LLC

ABS FLA INVESTOR LLC

ABS TX INVESTOR LP

ABS SW INVESTOR LLC

ABS RM INVESTOR LLC

ABS DFW INVESTOR LLC

ASP SW INVESTOR LLC

ABS TX LEASE INVESTOR GP LLC

ABS FLA LEASE INVESTOR LLC

ABS TX LEASE INVESTOR LP

ABS SW LEASE INVESTOR LLC

ABS RM LEASE INVESTOR LLC

ASP SW LEASE INVESTOR LLC

AFDI NOCAL LEASE INVESTOR LLC

ABS NOCAL LEASE INVESTOR LLC

ASR TX INVESTOR GP LLC

ASR TX INVESTOR LP

ABS REALTY INVESTOR LLC

ASR LEASE INVESTOR LLC

By: /s/ Xxxxxxx X. Xxxxxxxxx

Name: Xxxxxxx X. Xxxxxxxxx


Title:	Group Vice President, Real Estate & Business Law, & Assistant Secretary

[First Supplemental Indenture (2026 Notes)]

GOOD SPIRITS LLC

By: /s/ Xxxxxxx X. Xxxxxxxxx
Name: Xxxxxxx X. Xxxxxxxxx

Title: Group Vice President, Real Estate Business Law & Assistant Secretary

[First Supplemental Indenture (2026 Notes)]

ABS REALTY LEASE INVESTOR LLC

ABS MEZZANINE II LLC

ABS TX OWNER GP LLC

ABS FLA OWNER LLC

ABS TX OWNER LP

ABS TX LEASE OWNER GP LLC

ABS TX LEASE OWNER LP

ABS SW OWNER LLC

ABS SW LEASE OWNER LLC

LUCKY (DEL) LEASE OWNER LLC

SHORTCO OWNER LLC

ABS NOCAL LEASE OWNER LLC

LSP LEASE LLC

ABS RM OWNER LLC

ABS RM LEASE OWNER LLC

ABS DFW OWNER LLC

ASP SW OWNER LLC

ASP SW LEASE OWNER LLC

NHI TX OWNER GP LLC

EXT OWNER LLC

NHI TX OWNER LP

SUNRICH OWNER LLC

NHI TX LEASE OWNER GP LLC

ASR OWNER LLC

EXT LEASE OWNER LLC

NHI TX LEASE OWNER LP

ASR TX LEASE OWNER GP LLC

ASR TX LEASE OWNER LP

ABS MEZZANINE III LLC

ABS CA-O LLC

ABS CA-GL LLC

ABS ID-O LLC

ABS ID-GL LLC

ABS MT-O LLC

ABS MT-GL LLC

ABS NV-O LLC

ABS NV-GL LLC

By: /s/ Xxxxxxx X. Xxxxxxxxx

Name: Xxxxxxx X. Xxxxxxxxx


Title:	Group Vice President, Real Estate & Business Law, & Assistant Secretary

[First Supplemental Indenture (2026 Notes)]

ABS OR-O LLC

ABS OR-GL LLC

ABS UT-O LLC

ABS UT-GL LLC

ABS WA-O LLC

ABS WA-GL LLC

ABS WY-O LLC

ABS WY-GL LLC

ABS CA-O DC1 LLC

ABS CA-O DC2 LLC

ABS ID-O DC LLC

ABS OR-O DC LLC

ABS UT-O DC LLC

ABS DFW LEASE OWNER LLC

By: /s/ Xxxxxxx X. Xxxxxxxxx

Name: Xxxxxxx X. Xxxxxxxxx


Title:	Group Vice President, Real Estate & Business Law, & Assistant Secretary

[First Supplemental Indenture (2026 Notes)]

USM MANUFACTURING L.L.C.

LLANO LOGISTICS, INC.

By:    /s/ Xxxxxxx X. Xxxxxxxxx
    Name:    Xxxxxxx X. Xxxxxxxxx
    Title:    Group Vice President, Real Estate &
        Business Law & Assistant Secretary

[First Supplemental Indenture (2026 Notes)]

SAFEWAY NEW CANADA, INC.

SAFEWAY CORPORATE, INC.

SAFEWAY STORES 67, INC.

SAFEWAY DALLAS, INC.

SAFEWAY STORES 78, INC.

SAFEWAY STORES 79, INC.

SAFEWAY STORES 80, INC.

SAFEWAY STORES 85, INC.

SAFEWAY STORES 86, INC.

SAFEWAY STORES 87, INC.

SAFEWAY STORES 88, INC.

SAFEWAY STORES 89, INC.

SAFEWAY STORES 90, INC.

SAFEWAY STORES 91, INC.

SAFEWAY STORES 92, INC.

SAFEWAY STORES 96, INC.

SAFEWAY STORES 97, INC.

SAFEWAY STORES 98, INC.

SAFEWAY DENVER, INC.

SAFEWAY STORES 44, INC.

SAFEWAY STORES 45, INC.

SAFEWAY STORES 46, INC.

SAFEWAY STORES 47, INC.

SAFEWAY STORES 48, INC.

SAFEWAY STORES 49, INC.

SAFEWAY STORES 58, INC.

SAFEWAY SOUTHERN CALIFORNIA, INC.

SAFEWAY STORES 28, INC.

SAFEWAY STORES 42, INC.

SAFEWAY STORES 71, INC.

SAFEWAY STORES 72, INC.

SSI – AK HOLDINGS, INC.

DOMINICK’S SUPERMARKETS, LLC

DOMINICK’S FINER FOODS, LLC

XXXXXXX’X FOOD MARKETS, INC.

SAFEWAY GIFT CARDS, LLC

SAFEWAY HOLDINGS I, LLC

XXXXXXXXXXXX.XXX, LLC

By: /s/ Xxxxx X. Xxxxxx
Name: Xxxxx X. Xxxxxx

Title: Vice President & Assistant Secretary

[First Supplemental Indenture (2026 Notes)]

XXXXXXXXXXXX.XXX OPERATING COMPANY, LLC

THE VONS COMPANIES, INC.

STRATEGIC GLOBAL SOURCING, LLC

GFM HOLDINGS LLC

XXXXXXX’X HOLDINGS, INC.

SAFEWAY AUSTRALIA HOLDINGS, INC.

SAFEWAY CANADA HOLDINGS, INC.

AVIA PARTNERS, INC.

SAFEWAY PHILTECH HOLDINGS, INC.

CONSOLIDATED PROCUREMENT SERVICES, INC.

XXXX-XXXXXXXXX FOODS CO.

SAFEWAY HEALTH INC.

LUCERNE FOODS, INC.

EATING RIGHT LLC

LUCERNE DAIRY PRODUCTS LLC

LUCERNE NORTH AMERICA LLC

O ORGANICS LLC

DIVARIO VENTURES LLC

CAYAM ENERGY, LLC

GFM HOLDINGS I, INC.

By: /s/ Xxxxx X. Xxxxxx
Name: Xxxxx X. Xxxxxx

Title: Vice President & Assistant Secretary

[First Supplemental Indenture (2026 Notes)]

XXXXXXXX’X FAMILY MARKETS LP

By: GFM HOLDINGS LLC, its general partner

By: /s/ Xxxxx X. Xxxxxx

Name: Xxxxx X. Xxxxxx


Title:	Vice President & Assistant Secretary

[First Supplemental Indenture (2026 Notes)]

XXXXXXX’X FOOD & DRUGS LP

By: XXXXXXX’X FOOD MARKETS, INC., its general partner

By: /s/ Xxxxx X. Xxxxxx

Name: Xxxxx X. Xxxxxx

Title: Vice President & Assistant Secretary

[First Supplemental Indenture (2026 Notes)]

XXXXXXX’X MANAGEMENT COMPANY, INC.

XXXXXXX’X BEVERAGE COMPANY, INC.

By: /s/ Xxxx Xxxx

Name: Xxxx Xxxx


Title:	Vice President

[First Supplemental Indenture (2026 Notes)]

XXXXXXX’X INVESTMENTS, INC.

By: /s/ Xxxxxxxxx X. Xxxxxx
Name: Xxxxxxxxx X. Xxxxxx

Title: Vice President & Secretary

[First Supplemental Indenture (2026 Notes)]

ALBERTSON’S STORES SUB LLC

By:    /s/ Xxxxxxx Xxxxxxxxx
    Name:    Xxxxxxx Xxxxxxxxx
    Title:    Group Vice President, Real Estate &         Business Law & Assistant Secretary

[First Supplemental Indenture (2026 Notes)]

AB MANAGEMENT SERVICES CORP.

By:    /s/ Xxxxxx Xxxxxx
    Name:    Xxxxxx Xxxxxx
    Title:    Executive Vice President & Chief
        Financial Officer

[First Supplemental Indenture (2026 Notes)]

ABS REAL ESTATE COMPANY LLC

By:    /s/ Xxxxxx X. Xxxxxx
    Name:    Xxxxxx X. Xxxxxx
    Title:    Executive Vice President, General
        Counsel & Secretary

[First Supplemental Indenture (2026 Notes)]

ALBERTSON’S STORES SUB HOLDINGS LLC

By:    /s/ Xxxxxxx Xxxxxxxxx
    Name:    Xxxxxxx Xxxxxxxxx
    Title:    Group Vice President, Real Estate &         Business Law & Assistant Secretary

AB ACQUISITION LLC

By:    /s/ Xxxxxxx Xxxxxxxxx
        Name:    Xxxxxxx Xxxxxxxxx
        Title:    Group Vice President, Real Estate &             Business Law & Assistant Secretary

[First Supplemental Indenture (2026 Notes)]

NAI HOLDINGS GP LLC


By:	/s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Executive Vice President &

Chief Financial Officer

[First Supplemental Indenture (2026 Notes)]

DINEINFRESH, INC.

By: /s/ Xxxxx X. Xxxxxx

Name: Xxxxx X. Xxxxxx
Title: Vice President, Corporate Law &

Assistant Secretary

[First Supplemental Indenture (2026 Notes)]

INFINITE AISLE LLC

By: /s/ Xxxxx X. Xxxxxx

Name: Xxxxx X. Xxxxxx
Title: Vice President & Assistant Secretary

[First Supplemental Indenture (2026 Notes)]

New Guarantor

JA PROCUREMENT LLC

By: /s/ Xxxxx X. Xxxxxx

Name: Xxxxx X. Xxxxxx
Title: Group Vice President, Corporate

Law & Assistant Secretary

[First Supplemental Indenture (2026 Notes)]

WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee

By:    /s/ Xxxxxx X. Field _____________
    Name:    Xxxxxx X. Field
    Title: Assistant Vice President

[First Supplemental Indenture (2026 Notes)]

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FIRST SUPPLEMENTAL INDENTURE

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