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                                                                    EXHIBIT 4.1

            
                           STATER BROS. HOLDINGS INC.
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                          FIRST SUPPLEMENTAL INDENTURE
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                                with respect to:


                                  $165,000,000
                            11% Senior Notes Due 2001
                           Issued as of March 8, 1994

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                       IBJ SCHRODER BANK & TRUST COMPANY,

                                     Trustee




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         FIRST SUPPLEMENTAL INDENTURE, dated as of July 22, 1997 (the
"SUPPLEMENT") between Stater Bros. Holdings Inc., a corporation duly organized
and existing under the laws of the State of Delaware (herein called the
"COMPANY"), having its principal office at 21700 Barton Road, Colton, California
92324, and IBJ Schroder Bank & Trust Company, a New York banking corporation, as
trustee (herein called the "TRUSTEE"), for the Company's 11% Senior Notes Due
2001 (the "SECURITIES").

         The Company has heretofore executed and delivered to the Trustee an
Indenture, dated as of March 8, 1994 (the "INDENTURE"), under which the
Securities in the aggregate principal amount of $165,000,000 were issued and are
outstanding.

         In accordance with Section 9.02 of the Indenture, the Company has
obtained the written consent of the Holders of a majority in principal amount of
the Securities to certain amendments to such Indenture. The Company is
authorized to enter into this Supplement by a Board Resolution and
simultaneously herewith the Trustee has received an Opinion of Counsel and an
Officers' Certificate in accordance with Section 10.04 of the Indenture stating
that the execution of this Supplement is permitted by the Indenture and all
conditions precedent under the Indenture relating to the execution of this
Supplement have been complied with.

         NOW, THEREFORE, THIS FIRST SUPPLEMENTAL INDENTURE WITNESSETH:

         For and in consideration of the premises and the purchase of the
Securities by the Holders thereof, it is mutually covenanted and agreed, for the
equal and proportionate benefit of all Holders of the Securities, as follows:


                                   ARTICLE ONE


         SECTION 101. Section 1.01 of the Indenture is amended by adding the
following definitions in alphabetical order:


A.                "New Notes" means the Company's $100.0 million New Notes due 
         2004.

B.                "Qualified La Cadena Investment" means an Investment in the
         Company by La Cadena for the purpose of providing funds to either the
         Company or Stater Bros. Markets, as the case


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         may be, to purchase additional limited liability company interests in
         Santee LLC, provided, however, that if such Investment is made in the
         form of Indebtedness, then such Indebtedness shall be (a) unsecured
         Indebtedness, and (b) Subordinated Indebtedness.

C.                "Qualified Non-Recourse Indebtedness" means Indebtedness of
         any Person (i) as to which neither the Company nor any of its
         Subsidiaries (other than any Unrestricted Subsidiary) (a) provides
         credit support of any kind (including any undertaking, agreement or
         instrument that would constitute Indebtedness), (b) is directly or
         indirectly liable (as a guarantor or otherwise) or (c) constitutes the
         lender; and (ii) no default with respect to which (including any right
         that the holders thereof may have to take enforcement action against
         such Person) would permit (upon notice, lapse of time or both) any
         holder of any other Indebtedness of the Company or any of its
         Subsidiaries (other than any Unrestricted Subsidiary) to declare a
         default on such other Indebtedness or cause the payment thereof to be
         accelerated or payable prior to its stated maturity; provided, however,
         that the Company or any Subsidiary may execute and become obligated
         under the Santee Documents and perform its obligations thereunder, and
         such execution, obligation and performance shall not disqualify the
         Indebtedness of Santee or Santee LLC from constituting Qualified
         Non-Recourse Indebtedness.

D.                "Revolving Credit Facility" means the Company's or any
         Subsidiary's revolving credit facilities or any replacement facilities
         with respect thereto.

E.                "Santee" means Santee Dairies, Inc., a California corporation.

F.                "Santee LLC" means Santee Dairies, LLC, a Delaware limited
         liability company.

G.                "Santee Documents" means that certain Product Purchase
         Agreement between Stater Bros. Markets and Santee, that certain Owner
         Consent between Stater Bros. Markets and the trustee pursuant to the
         trust agreement executed as part of the Santee Financing, that certain
         Limited Liability Company Agreement between Stater Bros. Markets,
         Hughes Markets, Inc., and Santee, LLC and all documents effecting and
         ancillary to the Santee Financing.

H.                "Santee Financing" means the issuance by Santee of up to $80.0
         million in principal amount of notes with respect to the construction
         of a new dairy in the City of Industry,


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         California, and all transactions incident and ancillary thereto.

I.                "Santee Noteholders" means the purchasers of notes with
         respect to the Santee Financing.

J.       "Subordinated Indebtedness" means any Indebtedness of the Company or
         any of its Subsidiaries (whether outstanding on the date of the
         Indenture or thereafter incurred) that (i) matures no earlier than the
         date that is one year after the maturity date of the Notes and (ii) is
         subordinated with respect to payment of principal and interest to the
         payment of principal and interest on the Notes (whether upon
         dissolution, liquidation, or reorganization of the Company or any such
         Subsidiary, or otherwise).

K.                "Unrestricted Subsidiary" means, to the extent such Persons
         become Subsidiaries, (i) Santee LLC, (ii) Santee, and (iii) any
         subsidiary of an Unrestricted Subsidiary; provided, however, that any
         Unrestricted Subsidiary that incurs Indebtedness other than Qualified
         Non-Recourse Indebtedness shall no longer be deemed an Unrestricted
         Subsidiary, for so long as such Indebtedness not constituting Qualified
         Non-Recourse Indebtedness shall be outstanding; provided, further, that
         at such time as any Unrestricted Subsidiary ceases to be an
         Unrestricted Subsidiary, all Indebtedness of such Subsidiary shall be
         deemed to have been incurred by the Company and such Subsidiary for the
         purposes hereof.

         SECTION 102. Section 1.01 of the Indenture is amended by deleting the
definition of "Consolidated Stockholders' Equity" therefrom in its entirety and
replacing such definition with the following:

                  "Consolidated Stockholders' Equity" as of any date means with
         respect to any Person the amount by which the assets of such Person and
         its Consolidated Subsidiaries exceed (a) the total liabilities of such
         Person and its Consolidated Subsidiaries, plus (b) any redeemable
         Preferred Stock (including Disqualified Capital Stock) of such Person
         or any Preferred Stock of any Consolidated Subsidiary of such Person
         issued to any Person other than such Person or a Wholly Owned
         Subsidiary of such Person, in each case determined in accordance with
         GAAP.

         SECTION 103. Section 1.01 of the Indenture is amended by deleting the
definition of "Consolidated Subsidiary" therefrom in its entirety and replacing
such definition with the following:


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                  "Consolidated Subsidiary" of any Person means a Subsidiary
         which for financial reporting purposes is or, in accordance with GAAP,
         should be, accounted for by such Person as a consolidated subsidiary;
         provided, however, that the Unrestricted Subsidiaries of any Person
         shall not be included as Consolidated Subsidiaries of such Person for
         purposes of this Indenture, regardless of whether such Unrestricted
         Subsidiaries are or, in accordance with GAAP, should be, accounted for
         as consolidated subsidiaries; provided, further, that any Person that
         is not a subsidiary of a Person shall not be included as a Consolidated
         Subsidiary of such Person for purposes of the Indenture, regardless of
         whether such Person is, or in accordance with GAAP, should be,
         accounted for as a consolidated subsidiary.

         SECTION 104. Section 1.01 of the Indenture is amended by adding the
following sentence to the end of the definition of "Indebtedness" therein:

                  "For the avoidance of doubt, the Santee Financing and the
         Santee Documents shall be deemed not to constitute, nor to have given
         rise to, the incurrence of any Indebtedness of the Company or any of
         its Subsidiaries."

         SECTION 105. Section 1.01 of the Indenture is amended by deleting the
definition of "Person" therefrom in its entirety and replacing such definition
with the following:

                  "Person" means any individual, corporation, partnership, joint
         venture, trust, estate, limited liability company, unincorporated
         organization or government or any agency or political subdivision
         thereof.


         SECTION 106. Section 1.01 of the Indenture is amended by deleting the
definition of "Restricted Payments" therefrom in its entirety and replacing such
definition with the following:

                  "Restricted Payment" means (i) the declaration or payment of
         any dividend or the making of any other distribution or other payment
         (whether in cash, securities or other property or assets of the Company
         or of any Subsidiary) of the Company's or any Subsidiary's Capital
         Stock, or to the holders of the Company's or any Subsidiary's Capital
         Stock or to any Affiliate of the Company, whether outstanding on the
         Issue Date or thereafter (other than dividends or distributions payable
         solely in Qualified Capital Stock of the Company, dividends or
         distributions declared or paid by any Subsidiary to the Company); (ii)
         any purchase, redemption, retirement or other


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         acquisition for value of any Capital Stock of the Company or of any
         Subsidiary or of any Affiliate of the Company, whether outstanding on
         the Issue Date or thereafter, or any warrants, rights or options to
         purchase or acquire shares of the Capital Stock of the Company or of
         any Subsidiary or of any Affiliate of the Company, whether outstanding
         on the Issue Date or thereafter, held by any Person other than the
         Company or one of its Wholly Owned Subsidiaries (other than through the
         issuance in exchange therefor solely of Qualified Capital Stock); (iii)
         the prepayment, acquisition, decrease or retirement prior to maturity,
         scheduled repayment or scheduled sinking fund payment of any
         Indebtedness of the Company that is subordinated (whether pursuant to
         its terms, structurally or by operation of law) to the Notes or (iv) to
         incur, create, assume or suffer to exist any guarantee of Indebtedness
         of, or make any loan or advancement to, or other Investment in, any
         Related Person of the Company (other than a Wholly Owned Subsidiary
         (other than an Unrestricted Subsidiary)). The dollar amount of any
         non-cash dividend or distribution by the Company or any Subsidiary on
         the Company's, any Subsidiary's or any of the Company's Affiliate's
         Capital Stock shall be equal to the Fair Market Value of such dividend
         or distribution at the time of such dividend or distribution.
         Notwithstanding the foregoing, provided that no Default or Event of
         Default shall have occurred and be continuing or would result as a
         consequence thereof, the following shall not be or be deemed to be
         Restricted Payments: (a) the repayment upon the consummation of an
         Asset Sale of any Indebtedness of the Company permitted by Section 4.12
         which is subordinated (whether pursuant to its terms or by operation of
         law) to the Notes and which is secured by a Lien permitted by Section
         4.14 to the extent that such Indebtedness is required to be repaid in
         connection with such Asset Sale pursuant to the terms of the instrument
         governing such Indebtedness and such Lien, provided that concurrent or
         prior repayment of the Notes is provided for with the proceeds of such
         Asset Sale if the Notes are secured by a Lien pari passu with or senior
         to the Lien of such Indebtedness, or (b) the prepayment, acquisition,
         retirement or decrease of Indebtedness of the Company that is
         subordinated (whether pursuant to its terms or by operation of law) to
         the Notes that is prepaid, acquired, decreased or retired by conversion
         into or in exchange for Qualified Capital Stock.

         SECTION 107. Section 4.05 of the Indenture is amended by deleting such
Section therefrom in its entirety and replacing such Section with the following:

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         Section 4.05               Limitations on Restricted Payments and
                                    Investments.

                  (a) The Company will not, and will not permit or cause any of
         the Subsidiaries (other than any Unrestricted Subsidiary), directly or
         indirectly, to, make any Restricted Payment or Investment after the
         Issue Date unless, at the time of such proposed Restricted Payment or
         Investment, and on a pro forma basis immediately after giving effect
         thereto:

                           (A) no Default or Event of Default shall have
                  occurred and be continuing or shall occur as a consequence
                  thereof;

                           (B) the aggregate amount expended for all Restricted
                  Payments and Investments subsequent to June 30, 1997 would not
                  exceed the sum of:

                                    (1) 50% of the aggregate Consolidated Net
                           Income of the Company (or if such Consolidated Net
                           Income is a loss, minus 100% of such loss) earned on
                           a cumulative basis during the period beginning on
                           June 30, 1997 and ending on the last date of the
                           Company's fiscal quarter immediately preceding such
                           proposed Restricted Payment or Investment; plus

                                    (2) 100% of the aggregate Net Equity
                           Proceeds received by the Company from any Person
                           (other than a Subsidiary) from the issuance and sale
                           subsequent to June 30, 1997 of Qualified Capital
                           Stock (excluding (x) any Qualified Capital Stock paid
                           as a dividend on any Capital Stock of the Company or
                           of any Subsidiary or as interest on any Indebtedness
                           of the Company or of any Subsidiary, (y) the issuance
                           of Qualified Capital Stock upon the conversion of, or
                           in exchange for, any Capital Stock of the Company or
                           of any Subsidiary and (z) any Qualified Capital Stock
                           of the Company with respect to which the purchase
                           price thereof has been financed directly or
                           indirectly using funds (i) borrowed from the Company
                           or any Subsidiary, unless and until and to the extent
                           such borrowing is repaid, or (ii) contributed,
                           extended, guaranteed or advanced by the Company or
                           any Subsidiary (including, without limitation, in
                           respect of any employee stock ownership or benefit
                           plan)); plus


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                                    (3)     $5.0 million; and

                           (C) the Company shall be able to incur (assuming a
                  market rate of interest with respect thereto) at least $1.00
                  of additional Indebtedness under Section 4.12(a).

                           (b) Section 4.05(a) shall not prevent (a) the payment
         of any dividend within 60 days after the date of its declaration if at
         such date of declaration the payment of such dividend would comply with
         the provisions set forth above, provided that such dividend will be
         deemed to have been paid as of its date of declaration for the purposes
         of this Section 4.05, (b) if no Default or Event of Default shall have
         occurred and be continuing or would occur as a consequence thereof, the
         purchase, redemption, retirement or acquisition of any shares of
         Capital Stock of the Company or of any Subsidiary or any Indebtedness
         of the Company that is pari passu with or subordinated to the Notes
         solely with or out of the net cash proceeds of the substantially
         concurrent sale (other than to a Subsidiary or by a Subsidiary to one
         of its subsidiaries) of shares of Qualified Capital Stock of the
         Company or of a Subsidiary and neither such purchase, redemption,
         retirement or acquisition nor the proceeds of any such sale will be
         included in any computation made under clause (B)(2) above, (c)
         payments pursuant to usual and customary indemnification arrangements
         for directors and officers of the Company, any Subsidiary, Santee LLC
         or Santee, (d) payment to Craig of up to $69,365,000 plus accrued and
         unpaid dividends from the proceeds of the sale of the New Notes to
         repurchase the outstanding Series B Preferred Stock, (e) the making of
         Permitted Investments, (f) the making of Investments in any Subsidiary
         (other than any Unrestricted Subsidiary)(including any Person who
         becomes a Subsidiary as a result of any Investment, other than any
         Unrestricted Subsidiary) by the Company or any other Subsidiary,
         provided that any Indebtedness evidencing such Investment is not
         subordinated to any Indebtedness or other obligation of such
         Subsidiary, (g) the making of Investments in the Company by any
         Subsidiary provided that any Indebtedness evidencing such Investment is
         subordinated and junior to the Notes), (h) the making of Investments of
         the type described in Section 4.20(b)(i), (ii) and (iii), (i) the
         making of Investments in any Person, provided that the consideration
         paid by the Company or a Subsidiary for such Investment consists solely
         of Qualified Capital Stock, (j) payment to Texas Eastern of dividends
         on the Markets Preferred Stock as in effect on the Issue Date, (k) the
         making of Investments in Santee, LLC of up to $25.0 million; (l) the
         making of Investments in Santee, LLC for the purpose


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         of purchasing additional limited liability company interests in Santee
         LLC with the proceeds of a Qualified La Cadena Investment, and (m) the
         payment to La Cadena of an amount equal to the lesser of the amount of
         (i) the sum of (X) any Qualified La Cadena Investment, plus (Y) an
         amount equal to a commercially reasonable rate of interest on such
         Qualified La Cadena Investment to the extent that the net proceeds
         received by Stater Bros. Markets from the sale or disposition of that
         portion of Stater Bros. Markets' interest in Santee LLC which was
         acquired with the proceeds from such Qualified La Cadena Investment
         exceeds the original amount of the Qualified La Cadena Investment; and
         (ii) net proceeds received by Stater Bros. Markets from the sale or
         disposition of that portion of Stater Bros. Markets' interest in Santee
         LLC which was acquired with the proceeds from such Qualified La Cadena
         Investment and (n) the payment of a financial advisory fee of up to
         $2.0 million to La Cadena substantially contemporaneously with the
         effective date of the First Supplemental Indenture to this Indenture;
         provided that in each such case of clauses (f) through (j) above, no
         Default or Event of Default has occurred and is continuing or would
         result therefrom. The amounts expended or received, as applicable,
         pursuant to clause (a) will be included, and clauses (b) through (n)
         will be excluded, in computing the amounts available for Restricted
         Payments and Investments for purposes of the immediately preceding
         paragraph.

                           (c) For purposes of this Section 4.05, a distribution
         to holders of the Company's Capital Stock of (i) shares of Capital
         Stock of any Subsidiary or (ii) other assets of the Company, without,
         in either case, the receipt of equivalent consideration therefor shall
         be deemed to be the equivalent of a cash dividend equal to the excess
         of the Fair Market Value of the shares or other assets being so
         distributed at the time of such distribution over the consideration, if
         any, received therefor.

         SECTION 108. Section 4.12 of the Indenture is amended by deleting the
such Section therefrom in its entirety and replacing such Section with the
following:

         Section 4.12      Limitation on Indebtedness.

                  (a) The Company will not, and will not permit any of its
         Subsidiaries (other than any Unrestricted Subsidiaries), directly or
         indirectly, to incur any Indebtedness, provided that if no Default or
         Event of Default shall have occurred and be continuing at the time or
         as a consequence of the incurrence of such Indebtedness, the Company
         may incur


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         Indebtedness if, on the date of the incurrence of such Indebtedness
         after giving pro forma effect to the incurrence of such Indebtedness,
         the Consolidated Fixed Charge Coverage Ratio of the Company is at least
         2.0 to 1.

                  (b) The limitations set forth in Section 4.12(a) shall not
         apply to: (i) Indebtedness under a revolving credit facility or any
         replacement facility thereof, provided that Indebtedness under such
         credit facility or any replacement facility, including unused
         commitments, shall not at any time exceed the greater of (a) $15.0
         million or (b) 15% of the Company's Consolidated Inventory, in
         aggregate outstanding principal amount; (ii) Indebtedness of the
         Company and its Subsidiaries existing on the Issue Date; (iii)
         Indebtedness of the Company represented by the Notes and the New Notes;
         (iv) Indebtedness of the Company and its Subsidiaries incurred in
         exchange for or the net proceeds of which are used to extend,
         refinance, renew, replace, substitute or refund ("Refinance")
         Indebtedness referred to in clauses (i), (ii) and (iii) above and (ix)
         below (the "Refinancing Indebtedness") plus any penalties, fees or
         premiums incurred in connection therewith; provided that (A) the
         principal amount of such Refinancing Indebtedness shall not exceed the
         principal amount of the Indebtedness (including unused commitments) so
         Refinanced (the "Existing Debt") as of the date of the proposed
         incurrence of the Refinancing Indebtedness, (B) such Refinancing
         Indebtedness shall have an Average Life equal to or greater than the
         Average Life of the Existing Debt, (C) if the Existing Debt (including
         the Notes) being Refinanced is pari passu with or subordinated to the
         Notes then such Refinancing Indebtedness shall be pari passu with or at
         least as subordinated to, as the case may be, the Notes, (D) the
         Refinancing Indebtedness has a stated maturity date no earlier than the
         Existing Debt as of the date of such proposed Refinancing and (E) if
         the Existing Debt is Indebtedness solely of the Company, such
         Refinancing Indebtedness will only be permitted if it is Indebtedness
         solely of the Company; (v) Permitted Construction Indebtedness incurred
         after March 8, 1994 not to exceed $10.0 million in the aggregate at any
         time outstanding and designated as Permitted Construction Indebtedness
         subject to this clause (v) in an Officer's Certificate delivered to the
         Trustee; (vi) Indebtedness of the Company to a Wholly Owned Subsidiary
         of the Company or by a Wholly Owned Subsidiary of the Company to the
         Company or between Wholly Owned Subsidiaries of the Company; (vii)
         Indebtedness under Interest Rate Protection Agreements entered into in
         the ordinary course of business; (viii) Indebtedness arising from
         agreements providing for indemnification, adjustment of purchase price
         or similar


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         obligations, or from guarantees of letters of credit, surety bonds or
         performance bonds securing any obligations of the Company pursuant to
         such agreements, incurred or assumed in connection with the disposition
         of any business, assets or Subsidiary of the Company, other than
         guarantees or similar credit support by the Company of Indebtedness
         incurred by any Person acquiring all or any portion of such business,
         assets or Subsidiary for the purpose of financing such acquisition;
         provided that the maximum aggregate liability in respect of all such
         Indebtedness described in this clause shall not exceed the net proceeds
         actually received in connection with any such disposition; (ix)
         Indebtedness to secure workers' compensation and other insurance
         coverages, not to exceed the minimum amount required by the Company's
         insurance carriers or other applicable regulatory agencies; and (x)
         Indebtedness to La Cadena incurred by the Company in connection with a
         Qualified La Cadena Investment; provided, however, that the repayment
         of principal with respect to, and the payment of interest with respect
         to, any such Qualified La Cadena Investment constituting Indebtedness
         shall be subject to Section 4.05.

         SECTION 109. Section 4.13 of the Indenture is amended by deleting such
Section therefrom in its entirety and replacing such Section with the following:

         [Intentionally Omitted]

         SECTION 110. Section 4.14 of the Indenture is amended by deleting such
Section therefrom in its entirety and replacing such Section with the following:

         Section 4.14      Limitations on Liens.

                  The Company will not, and will not permit any of its
         Subsidiaries (other than any Unrestricted Subsidiary) to, create,
         incur, assume or suffer to exist any Liens securing Indebtedness,
         except for (a) any Liens which may be granted to secure the Notes; (b)
         Liens securing Indebtedness that is incurred pursuant to clause (i) of
         Section 4.12(b); (c) Liens securing Indebtedness that is incurred in
         accordance with this Indenture and that is pari passu with the Notes;
         provided that the Notes are secured on an equal and ratable basis to
         such Liens; (d) Liens securing Indebtedness incurred in accordance with
         this Indenture and that is subordinated to the Notes; provided that the
         Notes are secured by Liens ranking prior to such Liens; (e) Liens in
         respect of Refinancing Indebtedness; provided that the terms of such
         Liens in respect of such Refinancing Indebtedness are not less
         favorable to the Holders than terms of the


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         Liens securing the Existing Debt being Refinanced and do not extend to
         or cover any property or assets of the Company or of any of the
         Subsidiaries not securing such Existing Debt; (f) Liens in respect of
         Acquired Indebtedness permitted to be incurred in accordance with this
         Indenture; provided that such Liens in respect of such Acquired
         Indebtedness do not extend to or cover any property or assets of the
         Company or any Subsidiary other than the property or assets that
         secured the Acquired Indebtedness prior to the time such Indebtedness
         became Acquired Indebtedness of the Company or such Subsidiary; (g)
         Liens securing Indebtedness of the Company or a Subsidiary, which
         Indebtedness shall not exceed $15.0 million; and (h) Permitted Liens.

         SECTION 111. Section 4.15 of the Indenture is amended by deleting such
Section therefrom in its entirety and replacing such Section with the following:

         Section 4.15      Limitation on Payment Restrictions Affecting
                           Subsidiaries.

                  The Company will not, and will not permit any of its
         Subsidiaries (other than any Unrestricted Subsidiary), directly or
         indirectly, to create or suffer to exist or allow to become effective
         any encumbrance or restriction of any kind (i) on the ability of any
         Subsidiary (other than any Unrestricted Subsidiary) to (a) pay
         dividends, in cash or otherwise, or make other payments or
         distributions on its Capital Stock or any other equity interest or
         participation in, or measured by, its profits, owned by the Company or
         any Subsidiary or any of their respective subsidiaries, or make
         payments on any Indebtedness owed to the Company or any Subsidiary or
         any of their respective subsidiaries, (b) make loans or advances to the
         Company or any of its Subsidiaries, (c) transfer any of their
         respective property to the Company or any of its Subsidiaries or (ii)
         on the ability of the Company or any of its Subsidiaries (other than an
         Unrestricted Subsidiary) to receive or retain any such (x) dividends,
         payments or distributions, (y) loans or advances or (z) transfer of
         property (any such restriction being referred to herein as a "Payment
         Restriction"), except for such encumbrances or restrictions existing
         under or by reason of (A) agreements in effect as of the Issue Date,
         (B) applicable laws, (C) this Indenture or the Indenture governing the
         New Notes, (D) customary provisions restricting subletting or
         assignment of any lease governing a leasehold interest of the Company
         or any of the Subsidiaries, (E) Acquired Indebtedness incurred in
         accordance with this Indenture; provided that such encumbrance or
         restriction in respect of such Acquired

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         Indebtedness is not applicable to any Person, or the property of any
         Person, other than the Person, or the property of the Person, so
         acquired whether or not such Acquired Indebtedness was incurred in
         connection with or anticipation of such acquisition, (F) the Revolving
         Credit Facility or (G) any agreement effecting a renewal, refunding,
         refinancing or extension of Indebtedness referred to in clause (A), (E)
         or (F) above; provided that the provisions contained in such renewal,
         refunding, refinancing or extension relating to such encumbrance or
         restriction are no more restrictive in any material respect than the
         provisions contained in the agreement that is the subject thereof.

         SECTION 112. Section 4.16 of the Indenture is amended by deleting such
Section therefrom in its entirety and replacing such Section with the following:

         Section 4.16      Limitation on Issuance and Sale of Capital Stock of
         Subsidiaries.

                  The Company will not permit any Subsidiary (other than any
         Unrestricted Subsidiary) to issue any shares of its Capital Stock to
         any Person other than the Company or one or more of its Wholly Owned
         Subsidiaries (other than any Unrestricted Subsidiary) nor will the
         Company permit any Person (other than the Company or one or more of its
         Wholly Owned Subsidiaries (other than any Unrestricted Subsidiary) to
         own or hold any such Capital Stock, other than the Markets Preferred
         Stock held by Texas Eastern Corporation as of the Issue Date. The
         Company will not and will not permit any Subsidiary (other than any
         Unrestricted Subsidiary) to transfer, sell or otherwise dispose of any
         Capital Stock of any Subsidiary to any Person (other than to the
         Company or a Wholly Owned Subsidiary that is not an Unrestricted
         Subsidiary) unless (i) such transfer, sale or other disposition is of
         all the Capital Stock of such Subsidiary owned by the Company or any
         Subsidiary and (ii) the Net Cash Proceeds from such transfer, sale or
         other disposition are applied in accordance with Section 4.20.

         SECTION 113. Section 4.17 of the Indenture is amended by deleting such
Section therefrom in its entirety and replacing such Section with the following:

         Section 4.17      Limitations on Transactions with Related Persons.

                  The Company will not, nor will it permit any of its
         Subsidiaries (other than an Unrestricted Subsidiary) to (a)


                                     - 13 -
<PAGE>   14

         sell, lease, transfer or otherwise dispose of any of its property to,
         (b) purchase any property from, (c) make any Investment in or (d) enter
         into or amend any contract, agreement or understanding with or for the
         benefit of, a Related Person of the Company or any Subsidiary (other
         than the Company or any such Subsidiary (other than any Unrestricted
         Subsidiary) in which no Related Person (other than the Company or a
         Wholly Owned Subsidiary (other than any Unrestricted Subsidiary) of the
         Company) owns, directly or indirectly, an equity interest) (each a
         "Related Person Transaction"), other than (i) Related Person
         Transactions that are on terms (which terms are in writing) that are
         fair and reasonable to the Company or the Subsidiary and that are no
         less favorable to the Company or such Subsidiary than those that could
         be obtained in a comparable arm's length transaction by the Company or
         such Subsidiary from an unrelated party as determined reasonably and in
         good faith by the Board of Directors of the Company; provided that if
         the Company or any Subsidiary enters into a Related Person Transaction
         or series of Related Person Transactions involving or having an
         aggregate value of more than $1.0 million such Related Person
         Transaction shall, prior to the consummation thereof, have been
         approved by a majority of the independent directors of the Company. The
         restrictions of this Section 4.17 shall not apply to (a) any
         transactions between Wholly Owned Subsidiaries (other than any
         Unrestricted Subsidiary) of the Company, or between the Company and any
         Wholly Owned Subsidiary (other than any Unrestricted Subsidiary) of the
         Company, if such transaction is not otherwise prohibited by this
         Indenture, (b) any payments or purchases permitted by Section 4.05, (c)
         any reasonable and customary regular fees to directors of the Company,
         (d) any transactions contemplated by the Santee Documents; provided
         that such transactions are not otherwise prohibited by this Indenture
         and (e) payment of a financial advisory fee of up to $2.0 million to La
         Cadena substantially contemporaneously with the execution of the First
         Supplemental Indenture to this Indenture.


                                   ARTICLE TWO

         SECTION 201.      Effective Date of This Supplement.

         This Supplement shall be effective as of the date first written above,
at and after such time as the Company has delivered to the Trustee evidence of
consent from the Holders of at least a majority in principal amount of the
Securities under the Indenture then outstanding; provided that the consent
payment (as provided for in the consent solicitation statement with


                                     - 14 -
<PAGE>   15

respect to this Supplement) has been made to each consenting Holder by the date
that is 90 days after the execution of this Supplement.

         SECTION 202.      Indenture Ratified.

         Except as hereby otherwise expressly provided, the Indenture is in all
respects ratified and confirmed, and all the terms, provisions and conditions
thereof shall be and remain in full force and effect.

         SECTION 203.      Counterparts.

         This Supplement may be executed in any number of counterparts, each of
which shall be an original, but such counterparts shall together constitute but
one and the same instrument.

         SECTION 204.      Trustee Not Responsible.

         The recitals contained herein shall be taken as the statements of the
Company and the Trustee assumes no responsibility for their correctness.

         SECTION 205.      Definitions and Terms.

         Unless otherwise defined herein, all initially capitalized terms used
herein shall have the meanings assigned to such terms in the Indenture.

         SECTION 206.      Supplemental Indenture is an Indenture.

         This Supplement is an amendment to and implementation of the Indenture,
and the Indenture and this Supplement shall be read together from and after the
effectiveness of this Supplement.

         SECTION 207.      Governing Law.

         This Supplement shall be governed by and construed in accordance with
the internal laws of the State of New York.

                  [Remainder of Page Intentionally Left Blank]



                                     - 15 -
<PAGE>   16

         IN WITNESS WHEREOF, the parties hereto have caused this Supplement to
be duly executed, and their respective corporate seals to be hereunto affixed
and attested, all as of the day and year first above written.

                                       STATER BROS. HOLDING INC.



                                       By: _______________________________
                                           Name:
                                           Title:


Attest: ______________________
        Name:
        Title:



                                       IBJ SCHRODER BANK & TRUST COMPANY,
                                       as TRUSTEE



                                       By: _______________________________
                                           Name:
                                           Title:


Attest: ______________________
        Name:
        Title:



                                       S-1