EX-4.12.4





 Exhibit 4.12.4 

EXECUTION VERSION 
 FOURTH
SUPPLEMENTAL INDENTURE 
 FOURTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) dated as of December 3, 2017 (the
“Effective Date”), among ALBERTSONS COMPANIES, LLC, a Delaware limited liability company (the “Company”), NEW ALBERTSONS L.P., a Delaware limited partnership (as successor by conversion to New Albertson’s, Inc., an Ohio
corporation) (“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
“Lead Issuers), the Existing Additional Issuers and Existing Subsidiary Guarantors that are signatories hereto under the heading Existing Additional Issuers and Existing Subsidiary Guarantors (each, a “Existing Subsidiary Note Party,”
and collectively, the “Existing Subsidiary Note Parties”), the New Additional Issuers and New Subsidiary Guarantors that are signatories hereto under the heading New Additional Issuers and New Subsidiary Guarantors (each, a “New
Subsidiary Note Party,” and collectively, the “New Subsidiary Note Parties”) 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 Lead Issuers and the Existing Subsidiary Note Parties 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’ 6.625% Senior Notes due 2024 (the “Securities”), initially in the aggregate principal amount of
$1,250,000,000; 
 WHEREAS, on or prior to the Effective Date, New Albertson’s, Inc. (“NAI”) has converted into a limited
partnership under the laws of Delaware (the “Conversion”); 
 WHEREAS, as a result of the Conversion and without need for any
further action, the Securities and the Indenture are the continuing Obligations of NALP. 
 WHEREAS the New Subsidiary Note Parties shall
unconditionally guarantee, on a joint and several basis, all of the Issuers’ obligations under the Securities pursuant to a Guarantee on the terms and conditions set forth herein; 

WHEREAS the New Subsidiary Note Parties shall become “Additional Issuers”; 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.    Assumption and Confirmation. Upon the consummation of the
Conversion, NALP hereby expressly assumes, agrees and confirms its continuing obligation notwithstanding the Conversion, promptly to pay, perform and discharge when due each and every debt, obligation, covenant and agreement incurred, made or to be
paid, performed or discharged by NALP under the Indenture and the Securities. NALP hereby confirms (i) its continuing agreement to be bound by all the terms, provisions and conditions of the Indenture and the Securities notwithstanding the
Conversion, and (ii) that it may exercise every right and power of NALP under the Indenture and the Securities notwithstanding the Conversion. 

3.    Subsidiary Guarantee. 

Each New Subsidiary Note Party, as a Subsidiary 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. 
 4.    Agreement to Assume
Issuer Obligations. 
 (a)     Each New Subsidiary Note Party, as an Additional Issuer, hereby agrees, to
unconditionally assume, jointly and severally with the Lead Issuers, the Obligations under the Securities and the Indenture as an Issuer (as defined in the Indenture) under the Indenture. 

(b)    Each Lead Issuer, joint and severally, confirms that nothing in this Supplemental Indenture relieves any Lead
Issuer of its Obligations under the Securities and the Indenture. 
 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] 

  
 2 













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

					
	Lead 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 ALBERTSONS L.P.
		
	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



  
 [Fourth Supplemental
Indenture (2024 Notes)] 













 
					
	Existing Additional Issuers and Existing Subsidiary Guarantors
	
	UNITED SUPERMARKETS, L.L.C.
		
	By:	 	 /s/ Bradley
Beckstrom                            

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

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



  
 [Fourth Supplemental
Indenture (2024 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



  
 [Fourth Supplemental
Indenture (2024 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
Beckstrom                                

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



  
 [Fourth Supplemental
Indenture (2024 Notes)] 













 
			
	GOOD SPIRITS LLC
		
	By:	 	 /s/ Bradley
Beckstrom                            

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



  
 [Fourth Supplemental
Indenture (2024 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 Beckstrom                
                

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



  
 [Fourth Supplemental
Indenture (2024 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
Beckstrom                            

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



  
 [Fourth Supplemental
Indenture (2024 Notes)] 













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

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



  
 [Fourth Supplemental
Indenture (2024 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



  
 [Fourth Supplemental
Indenture (2024 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



  
 [Fourth Supplemental
Indenture (2024 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



  
 [Fourth Supplemental
Indenture (2024 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



  
 [Fourth Supplemental
Indenture (2024 Notes)] 













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

		 	Name:	 	Miles Kendall
		 	Title:	 	President, Treasurer & Secretary



  
 [Fourth Supplemental
Indenture (2024 Notes)] 













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

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



  
 [Fourth Supplemental
Indenture (2024 Notes)] 













 
					
	New Additional Issuers and New Subsidiary Guarantors
	
	ALBERTSON’S STORES SUB LLC
		
	By:	 	 /s/ Bradley Beckstrom

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

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



  
 [Fourth Supplemental
Indenture (2024 Notes)] 













 
					
	NAI HOLDINGS GP LLC
		
	By:	 	 /s/ Wayne Denningham

		 	Name:	 	Wayne Denningham
		 	Title:	 	President & Chief Operating Officer



  
 [Fourth Supplemental
Indenture (2024 Notes)] 













 
			
	DINEINFRESH, INC.
		
	By:	 	 /s/ Laura A. Donald

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



  
 [Fourth Supplemental
Indenture (2024 Notes)] 













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

		 	Name:	 	Hallie E. Field
		 	Title:	 	Assistant Vice President



  
 [Fourth Supplemental
Indenture (2024 Notes)]