EX-4.13.2





 Exhibit 4.13.2 

SECOND SUPPLEMENTAL INDENTURE 

SECOND SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) dated as of June 9, 2020 (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/ Robert B. Dimond
		 	Name: Robert B. Dimond
		 	Title:   Executive Vice President & Chief             Financial Officer


  

			
	NEW ALBERTSONS L.P.
		
	By:	 	/s/ Robert B. Dimond
		 	Name: Robert B. Dimond
		 	Title:   Executive Vice President & Chief             Financial Officer


  

			
	ALBERTSON’S LLC
		
	By:	 	/s/ Robert A. Gordon
		 	Name: Robert A. Gordon
		 	Title:   Executive Vice President, General             Counsel & Secretary


  

			
	SAFEWAY INC.
		
	By:	 	/s/ Robert A. Gordon
		 	Name: Robert A. Gordon
		 	Title:   Executive Vice President, General             Counsel & Secretary


 [Second Supplemental Indenture (2026 Notes)] 












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


 [Second Supplemental Indenture (2026 Notes)] 












 
			
	NAI HOLDINGS GP LLC
		
	By:	 	/s/ Robert B. Dimond
		 	Name: Robert B. Dimond
		 	Title:   Executive Vice President & Chief             Financial Officer


  

			
	ALBERTSON’S STORES SUB HOLDINGS LLC
		
	By:	 	/s/ Bradley R. Beckstrom
		 	Name: Bradley R. Beckstrom
		 	Title:   Group Vice President, Real Estate &             Business Law & Assistant Secretary


  

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


  

			
	ALBERTSON’S STORES SUB LLC
		
	By:	 	/s/ Bradley R. Beckstrom
		 	Name: Bradley R. Beckstrom
		 	Title:   Group Vice President, Real Estate &             Business Law & Assistant Secretary


 [Second Supplemental Indenture (2026 Notes)] 












 
			
	AB MANAGEMENT SERVICES CORP.
		
	By:	 	/s/ Robert B. Dimond
		 	Name: Robert B. Dimond
		 	Title:   Executive Vice President & Chief             Financial Officer


  

			
	ABS REAL ESTATE COMPANY LLC
		
	By:	 	/s/ Robert A. Gordon
		 	Name: Robert A. Gordon
		 	Title:   Executive Vice President, General             Counsel & Secretary


 [Second Supplemental Indenture (2026 Notes)] 












 
			
	 ABS FINANCE CO., INC.

ACME MARKETS, INC.
 APLC PROCUREMENT, INC.

ASC MEDIA SERVICES, INC.
 ASP REALTY, LLC

CLIFFORD W. PERHAM, INC.
 JEWEL COMPANIES, INC.

JEWEL FOOD STORES, INC.
 OAKBROOK BEVERAGE CENTERS,
INC.
 SHAW’S SUPERMARKETS, INC.
 SSM
HOLDINGS COMPANY
 STAR MARKETS COMPANY, INC.

STAR MARKETS HOLDINGS, INC.
 AMERICAN STORES COMPANY,
LLC
 AMERICAN DRUG STORES LLC
 AMERICAN
PROCUREMENT AND LOGISTICS COMPANY LLC
 LUCKY STORES LLC

AMERICAN PARTNERS, L.P.
 JETCO PROPERTIES, INC.

SHAW’S REALTY CO.
 WILDCAT MARKETS OPCO LLC

NAI SATURN EASTERN LLC
 GIANT OF SALISBURY, INC.

COLLINGTON SERVICES LLC
 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


 [Second Supplemental Indenture (2026 Notes)] 












 
			
	 FRESH HOLDINGS LLC
 GOOD
SPIRITS 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 FLA INVESTOR LLC

ABS SW INVESTOR LLC
 ABS RM INVESTOR LLC

ABS DFW INVESTOR LLC
 ASP SW INVESTOR LLC

ABS REALTY INVESTOR LLC
 ABS FLA LEASE INVESTOR
LLC
 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

ABS REALTY LEASE INVESTOR LLC
 ABS TX INVESTOR GP
LLC
 ASR TX INVESTOR GP LLC
 ABS TX INVESTOR
LP
 ABS TX LEASE INVESTOR GP LLC
 ABS TX LEASE
INVESTOR LP
 ASR TX INVESTOR LP
 ASR LEASE
INVESTOR LLC

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


 [Second Supplemental Indenture (2026 Notes)] 












 
			
	 ABS MEZZANINE II LLC
 ABS
FLA OWNER LLC
 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
 ABS DFW LEASE OWNER
LLC
 ASP SW OWNER LLC
 ASP SW LEASE OWNER
LLC
 EXT OWNER LLC
 SUNRICH OWNER LLC

EXT LEASE OWNER LLC
 NHI TX OWNER GP LLC

NHI TX OWNER LP
 NHI TX LEASE OWNER GP LLC

NHI TX LEASE OWNER LP
 ASR OWNER LLC

ASR TX LEASE OWNER GP LLC
 ASR TX LEASE OWNER LP

ABS TX OWNER GP LLC
 ABS TX OWNER LP

ABS TX LEASE OWNER GP LLC
 ABS 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 & Assistant Secretary


 [Second 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

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


 [Second Supplemental Indenture (2026 Notes)] 












 
			
	 USM MANUFACTURING L.L.C.

LLANO LOGISTICS, INC.

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


 [Second Supplemental Indenture (2026 Notes)] 












 
			
	 CAYAM ENERGY, LLC
 DIVARIO
VENTURES LLC
 DOMINICK’S SUPERMARKETS, LLC

DOMINICK’S FINER FOODS, LLC
 GFM HOLDINGS I,
INC.
 GFM HOLDINGS LLC
 LUCERNE FOODS,
INC.
 EATING RIGHT LLC
 LUCERNE DAIRY PRODUCTS
LLC
 LUCERNE NORTH AMERICA LLC
 O ORGANICS
LLC
 RANDALL’S HOLDINGS, INC.

RANDALL’S FOOD MARKETS, INC.
 SAFEWAY AUSTRALIA
HOLDINGS, INC.
 SAFEWAY CANADA HOLDINGS, INC.

SAFEWAY NEW CANADA, INC.
 SAFEWAY CORPORATE,
INC.
 SAFEWAY STORES 67, INC.
 SAFEWAY DALLAS,
INC.
 AVIA PARTNERS, 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.

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


 [Second Supplemental Indenture (2026 Notes)] 












 
			
	 SAFEWAY GIFT CARDS, LLC

SAFEWAY HOLDINGS I, LLC
 GROCERYWORKS.COM, LLC

GROCERYWORKS.COM OPERATING COMPANY, LLC
 SAFEWAY
PHILTECH HOLDINGS, INC.
 SAFEWAY STORES 58, INC.

SAFEWAY SOUTHERN CALIFORNIA, INC.
 SAFEWAY STORES 28,
INC.
 THE VONS COMPANIES, INC.
 SAFEWAY STORES
42, INC.
 CONSOLIDATED PROCUREMENT SERVICES, INC.

SAFEWAY STORES 71, INC.
 SAFEWAY STORES 72, INC.

SSI – AK HOLDINGS, INC.
 CARR-GOTTSTEIN FOODS
CO.
 SAFEWAY HEALTH INC.

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


 [Second Supplemental Indenture (2026 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


 [Second Supplemental Indenture (2026 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


 [Second Supplemental Indenture (2026 Notes)] 












 
			
	 RANDALL’S MANAGEMENT COMPANY, INC.

RANDALL’S BEVERAGE COMPANY, INC.

		
	By:	 	/s/ Patrick McCarty
		 	Name: Patrick McCarty
		 	Title:   Vice President


 [Second Supplemental Indenture (2026 Notes)] 












 
			
	RANDALL’S INVESTMENTS, INC
		
	By:	 	/s/ Elizabeth A. Harris
		 	Name: Elizabeth A. Harris
		 	Title:   Vice President & Secretary


 [Second Supplemental Indenture (2026 Notes)] 












 
			
	DINEINFRESH, INC.
		
	By:	 	/s/ Laura A. Donald
		 	Name: Laura A. Donald
		 	Title:   Group Vice President, Corporate Law &             Assistant Secretary


  

			
	INFINITE AISLE LLC
		
	By:	 	/s/ Laura A. Donald
		 	Name: Laura A. Donald
		 	Title:   Vice President & Assistant Secretary


  

			
	JA PROCUREMENT LLC
		
	By:	 	/s/ Laura A. Donald
		 	Name: Laura A. Donald
		 	Title:   Group Vice President, Corporate Law &             Assistant Secretary


 [Second Supplemental Indenture (2026 Notes)] 












 
			
	New Guarantor
	
	SAFEWAY REALTY LLC
		
	By:	 	/s/ Laura A. Donald
		 	Name: Laura A. Donald
		 	Title:   Secretary


 [Second Supplemental Indenture (2026 Notes)] 












 
			
	 WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee

		
	By:	 	/s/ Hallie E. Field
		 	Name: Hallie E. Field
		 	Title:   Vice President


 [Second Supplemental Indenture (2026 Notes)]