EX-4.16.1





 Exhibit 4.16.1 

FIRST SUPPLEMENTAL INDENTURE 

FIRST 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, 2020, providing for the issuance of the Issuers’ 3.50% Senior Notes due 2023 (the “Securities”), initially in the aggregate principal amount of
$750,000,000; 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



  
 [First Supplemental
Indenture (2023 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



  
 [First Supplemental
Indenture (2023 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



  
 [First Supplemental
Indenture (2023 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



  
 [First Supplemental
Indenture (2023 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



  
 [First Supplemental
Indenture (2023 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



  
 [First Supplemental
Indenture (2023 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



  
 [First Supplemental
Indenture (2023 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



  
 [First Supplemental
Indenture (2023 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



  
 [First Supplemental
Indenture (2023 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



  
 [First Supplemental
Indenture (2023 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



  
 [First Supplemental
Indenture (2023 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



  
 [First Supplemental
Indenture (2023 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



  
 [First Supplemental
Indenture (2023 Notes)] 













 
			
	 RANDALL’S MANAGEMENT COMPANY, INC.

RANDALL’S BEVERAGE COMPANY, INC.

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



  
 [First Supplemental
Indenture (2023 Notes)] 













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



  
 [First Supplemental
Indenture (2023 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




  
 [First Supplemental
Indenture (2023 Notes)] 













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




  
 [First Supplemental
Indenture (2023 Notes)] 













 
			
	WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee
		
	By:	 	/s/ Hallie E. Field
		 	Name: Hallie E. Field
		 	Title: Vice President



  
 [First Supplemental
Indenture (2023 Notes)]