EX-4.12.5





 Exhibit 4.12. 5 

EXECUTION COPY 
 FIFTH
SUPPLEMENTAL INDENTURE 
 FIFTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) dated as of February 25, 2018 (the
“Effective Date”), among ALBERTSONS COMPANIES, INC., a Delaware corporation (as successor by merger to ALBERTSONS COMPANIES, LLC, a Delaware limited liability company (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
“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, Albertsons Companies, LLC (“ACL”) has merged with, and into the
Company, with the Company surviving such merger as the Successor Company (the “ Merger”); 
 WHEREAS Section 5.01 of the
Indenture provides that the Company is required to execute and deliver to the Trustee a supplemental indenture pursuant to which it, as a Successor Company, unconditionally assumes ACL Obligations under the Securities and the Indenture; 

WHEREAS Section 5.01 of the Indenture provides that the Existing Subsidiary Note Parties shall confirm that its Subsidiary Guarantee
shall apply to the Company’s obligations under the Indenture and the Securities; 
 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.    Agreement to Assume Obligations. The Company hereby agrees to unconditionally
assume ACL’s Obligations under the Securities and the Indenture on the terms and subject to the conditions set forth in the Indenture and to be bound by all of the obligations and agreements of ACL under the Indenture. 

3.    Subsidiary Guarantee. 

(a) Each Existing Subsidiary Note Party, as a Subsidiary 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) 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. 

  
 2 













 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] 

  
 3 













 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, INC.
		
	By:	 	 /s/ Robert B. Dimond

		 	Name:	 	Robert B. Dimond
		 	Title:	 	Executive Vice President & Chief Financial Officer
	
	ALBERTSON’S LLC
		
	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
	
	SAFEWAY INC.
		
	By:	 	 /s/ Robert Gordon

		 	Name:	 	Robert Gordon
		 	Title:	 	Executive Vice President, General Counsel & Secretary



  
 [Fifth 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



  
 [Fifth 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



  
 [Fifth 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 COMPANY 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/ Bradley Beckstrom

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



  
 [Fifth Supplemental
Indenture (2024 Notes)] 














			
	GOOD SPIRITS LLC
		
	By:	 	 /s/ Bradley Beckstrom

	Name:	 	Bradley R. Beckstrom
	Title:	 	 Group Vice President, Real Estate &

Business Law & Assistant Secretary




  
 [Fifth 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



  
 [Fifth 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




  
 [Fifth 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



  
 [Fifth 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



  
 [Fifth 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



  
 [Fifth 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



  
 [Fifth 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



  
 [Fifth 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



  
 [Fifth Supplemental
Indenture (2024 Notes)] 













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

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



  
 [Fifth Supplemental
Indenture (2024 Notes)] 













 
					
	ALBERTSON’S STORES SUB LLC
		
	By:	 	 /s/ Bradley Beckstrom

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



  
 [Fifth Supplemental
Indenture (2024 Notes)] 













 
					
	AB MANAGEMENT SERVICES CORP.
		
	By:	 	 /s/ Robert B. Dimond

		 	Name:	 	Robert Dimond
		 	Title:	 	Executive Vice President & Chief
		 		 	Financial Officer



  
 [Fifth Supplemental
Indenture (2024 Notes)] 














					
	NAI HOLDINGS GP LLC
		
	By:	 	 /s/ Robert B. Dimond

		 	Name:	 	Robert Dimond
		 	Title:	 	Executive Vice President & Chief Financial Officer



  
 [Fifth Supplemental
Indenture (2024 Notes)] 













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

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



  
 [Fifth Supplemental
Indenture (2024 Notes)] 













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

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

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



  
 [Fifth Supplemental
Indenture (2024 Notes)] 













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

		 	Name:	 	Hallie E. Field
		 	Title:	 	Assistant Vice President



  
 [Fifth Supplemental
Indenture (2024 Notes)]