EX-4.24



 Exhibit 4.24 

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 “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”). 
 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’ 5.750% Senior Notes due 2025 (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



  
 [Third Supplemental
Indenture (2025 Notes)] 








 
					
	Additional Issuers
	
	UNITED SUPERMARKETS, L.L.C.
		
	By:	 	 /s/ Bradley R. Beckstrom

		 	Name:	 	Bradley R. Beckstrom
		 	Title:	 	Group Vice President, Real Estate &
		 		 	Business Law & Assistant Secretary
	
	SPIRIT ACQUISITION HOLDINGS LLC
		
	By:	 	 /s/ Bradley R. Beckstrom

		 	Name:	 	Bradley R. Beckstrom
		 	Title:	 	President



  
 [Third Supplemental
Indenture (2025 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
	CLIFFORD W. PERHAM, INC.
	JETCO PROPERTIES, INC.
	JEWEL COMPANIES, INC.
	JEWEL FOOD STORES, INC.
	LUCKY STORES LLC
	OAKBROOK BEVERAGE CENTERS, INC.
	SHAW’S REALTY CO.
	SHAW’S 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/ Gary Morton

		 	Name:	 	Gary Morton
		 	Title:	 	 Vice President, Treasurer &

Assistant Secretary

	
	SHAW’S REALTY TRUST
		
	By:	 	 /s/ Gary Morton

		 	Name:	 	Gary Morton
		 	Title:	 	Trustee



  
 [Third Supplemental
Indenture (2025 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 CORP.
	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/ Bradley R. Beckstrom

		 	Name:	 	Bradley R. Beckstrom
		 	Title:	 	Group Vice President, Real Estate & Business Law, and Assistant Secretary



  
 [Third Supplemental
Indenture (2025 Notes)] 








 
					
	GOOD SPIRITS LLC
		
	By:	 	 /s/ Bradley R. Beckstrom

		 	Name:	 	Bradley R. Beckstrom
		 	Title:	 	Vice President & Secretary



  
 [Third Supplemental
Indenture (2025 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/ Bradley R. Beckstrom

		 	Name:	 	Bradley R. Beckstrom
		 	Title:	 	Group Vice President, Real Estate & Business Law, and Assistant Secretary



  
 [Third Supplemental
Indenture (2025 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/ Bradley R. Beckstrom

		 	Name:	 	Bradley R. Beckstrom
		 	Title:	 	Group Vice President, Real Estate & Business Law, and Assistant Secretary



  
 [Third Supplemental
Indenture (2025 Notes)] 









					
	USM MANUFACTURING L.L.C.
	LLANO LOGISTICS, INC.
		
	By:	 	 /s/ Bradley R. Beckstrom

		 	Name:	 	Bradley R. Beckstrom
		 	Title:	 	Vice President, Legal



  
 [Third Supplemental
Indenture (2025 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 99, INC.
	SAFEWAY STORES 71, INC.
	SAFEWAY STORES 72, INC.
	SSI – AK HOLDINGS, INC.
	DOMINICK’S SUPERMARKETS, LLC
	DOMINICK’S FINER FOODS, LLC
	RANDALL’S FOOD MARKETS, INC.
	SAFEWAY GIFT CARDS, LLC
	SAFEWAY HOLDINGS I, LLC
	GROCERYWORKS.COM, LLC
		
	By:	 	 /s/ Laura A. Donald

		 	Name:	 	Laura A. Donald
		 	Title:	 	Vice President & Assistant Secretary



  
 [Third Supplemental
Indenture (2025 Notes)] 









					
	GROCERYWORKS.COM OPERATING COMPANY, LLC
	THE VONS COMPANIES, INC.
	STRATEGIC GLOBAL SOURCING, LLC
	GFM HOLDINGS LLC
	RANDALL’S HOLDINGS, INC.
	SAFEWAY AUSTRALIA HOLDINGS, INC.
	SAFEWAY CANADA HOLDINGS, INC.
	AVIA PARTNERS, INC.
	SAFEWAY PHILTECH HOLDINGS, INC.
	CONSOLIDATED PROCUREMENT SERVICES, INC.
	CARR-GOTTSTEIN 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/ Laura A. Donald

		 	Name:	 	Laura A. Donald
		 	Title:	 	Vice President & Assistant Secretary



  
 [Third Supplemental
Indenture (2025 Notes)] 









					
	GENUARDI’S FAMILY MARKETS LP
	
	By: GFM HOLDINGS LLC, its general partner
		
	By:	 	 /s/ Laura A. Donald

		 	Name:	 	Laura A. Donald
		 	Title:	 	Vice President & Assistant Secretary



  
 [Third Supplemental
Indenture (2025 Notes)] 









					
	RANDALL’S FOOD & DRUGS LP
	
	By: RANDALL’S FOOD MARKETS, INC., its general partner
		
	By:	 	 /s/ Laura A. Donald

		 	Name:	 	Laura A. Donald
		 	Title:	 	Vice President & Assistant Secretary



  
 [Third Supplemental
Indenture (2025 Notes)] 









					
	RANDALL’S MANAGEMENT COMPANY, INC.
	RANDALL’S BEVERAGE COMPANY, INC.
		
	By:	 	 /s/ Miles Kendall

		 	Name:	 	Miles Kendall
		 	Title:	 	President, Treasurer & Secretary



  
 [Third Supplemental
Indenture (2025 Notes)] 









					
	RANDALL’S INVESTMENTS, INC.
		
	By:	 	 /s/ Elizabeth A. Harris

		 	Name:	 	Elizabeth A. Harris
		 	Title:	 	Vice President & Secretary



  
 [Third Supplemental
Indenture (2025 Notes)] 









					
	WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee
		
	By:	 	 /s/ Hallie E. Field

		 	Name:	 	Hallie E. Field
		 	Title:	 	Assistant Vice President



  
 [Third Supplemental
Indenture (2025 Notes)]