EX-4.1






Exhibit 4.1




     SUPPLEMENTAL INDENTURE No. 3, dated as of December 29, 2008 (this “Supplemental Indenture”),
among NAI, Inc., an Ohio corporation (“NAI”), New Albertson’s, Inc., a Delaware corporation (the
“Company”), and U.S. BANK TRUST NATIONAL ASSOCIATION, as trustee (the “Trustee”) under the
Indenture (as hereinafter referred to).



W I T N E S S E T H




     WHEREAS, Albertson’s, Inc., a Delaware corporation (“Albertson’s”) and U.S. Bank Trust
National Association, successor as Trustee, entered into an Indenture, dated as of May 1, 1992 (as
supplemented by Supplemental Indenture No. 1, dated as of May 7, 2004 and Supplemental Indenture No.
2, dated as of June 1, 2006, the “Indenture”) providing for the issuance from time to time of
Securities in one or more series, of which Securities were issued and a portion of which are
currently Outstanding;



     WHEREAS, pursuant to Supplemental Indenture No. 2, dated as of June 1, 2006, the Company
assumed the due and punctual payment of the principal of and any premium and interest on all the
Securities and the performance or observance of every covenant of the Indenture on the part
Albertson’s to be performed or observed thereunder;



     WHEREAS, NAI has entered into that Merger Agreement, dated as of December
___, 2008, by and among NAI and the Company (the “Merger Agreement”) pursuant to which,
substantially simultaneously with the effectiveness of this Supplemental Indenture, the Company is
merging with and into NAI (the “Merger”), the separate existence of the Company shall cease and NAI
shall survive and continue as the continuing company, and, upon effectiveness of the Merger, NAI
shall change its name to New Albertson’s, Inc.;



     WHEREAS, as a condition to the Merger, Section 801(1) of the Indenture requires, among other
things, that NAI execute and deliver an indenture supplemental to the Indenture to assume the
obligations of the Company under the Indenture and the Securities;



     WHEREAS, NAI and the Company desire to enter into a supplemental indenture pursuant to the
terms of Sections 801(1) and 901(1) of the Indenture;



     WHEREAS, pursuant to Section 901(1) of the Indenture, NAI, the Company and the Trustee may
enter into this Supplemental Indenture without the consent of any Holder;



     NOW, THEREFORE, for and in consideration of the premises and other valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby,
it is hereby agreed among the Company, NAI and the Trustee, for the equal and proportionate benefit
of the respective Holders from time to time of the Securities, as follows:



ARTICLE ONE

ASSUMPTION OF PAYMENT, PERFORMANCE AND OBSERVANCE




     Section 1.01. NAI hereby expressly assumes the due and punctual payment of the




 









 







principal of and any premium and interest on all the Securities and the performance or observance
of every covenant of the Indenture on the part of the Company to be performed or observed
thereunder.




ARTICLE TWO

 REPRESENTATIONS AND WARRANTIES




     Section 2.01. NAI represents and warrants that it is a corporation duly organized and validly
existing under the laws of the State of Ohio.



     Section 2.02. Each of the Company and NAI represents and warrants that it has all requisite
power and authority to execute, deliver and perform its obligations hereunder, under the Indenture
and under the Securities, and that the execution, delivery and performance by the Company and NAI
of this Supplemental Indenture and the Indenture have been duly authorized by all necessary
corporate or other organizational action.



     Section 2.03. Each of the Company and NAI represents and warrants that immediately after
giving effect to the Merger, and treating any indebtedness which becomes an obligation of the
Company or a Subsidiary as a result of the Merger as having been incurred by the Company or such
Subsidiary at the time of the Merger, no Event of Default, and no event which, after notice or
lapse of time or both, would become an Event of Default, shall have happened and be continuing.



     Section 2.04. Each of the Company and NAI represents and warrants that the Merger shall not
result in the properties or assets of the Company or of NAI becoming subject to any mortgage,
pledge, lien, security interest or other encumbrance, other than mortgages, pledges, liens,
security interests or other encumbrances which could be created pursuant to Section 1008 of the
Indenture without equally and ratably securing the Securities.



     Section 2.05. The Company represents and warrants that it has delivered to the trustee an
Officers’ Certificate and Opinion of Counsel as required under Section 801(4) of the Indenture.



ARTICLE THREE

SUCCESSION AND SUBSTITUTION




     Section 3.01. Upon the consummation of the Merger, Section 802 of the Indenture shall
have effect to the extent set forth therein, subject to such Section.



ARTICLE FOUR

MISCELLANEOUS




     Section 4.01. Capitalized terms used in this Supplemental Indenture that have not otherwise
been defined herein shall have the meanings assigned thereto in the Indenture. This Supplemental
Indenture shall form a part of the Indenture for all purposes, and every Holder of Securities
heretofore or hereafter authenticated and delivered under the Indenture shall be bound thereby.




 









 








     Section 4.02. Except as supplemented hereby, all provisions in the Indenture shall remain in
full force and effect.



     Section 4.03. This Supplemental Indenture is supplemental to the Indenture, and the Indenture
and this Supplemental Indenture shall henceforth be read and construed together.



     Section 4.04. If any provision of this Supplemental Indenture limits, qualifies or conflicts
with any provision of the Trust Indenture Act of 1939 (the “TIA”) that is required under the TIA to
be part of and govern any provision of this Supplemental Indenture, such provision of the TIA shall
control. If any provision of this Supplemental Indenture modifies or excludes any provision of the
TIA that may be so modified or excluded, the provision of the TIA shall be deemed to apply to the
Indenture as so modified or to be excluded by this Supplemental Indenture, as the case may be.



     Section 4.05. In case any provision in this Supplemental Indenture shall be invalid, illegal
or unenforceable, the validity, legality and enforceability of the remaining provisions shall not
in any way be affected or impaired thereby and this Supplemental Indenture shall be construed as if
such invalid, illegal or unenforceable provision had never been contained herein.



     Section 4.06. Nothing in this Supplemental Indenture or the Securities, express or implied,
shall give to any Person, other than the parties hereto and thereto and their successors hereunder
and thereunder and the Holders of the Securities, any benefit of any legal or equitable right,
remedy or claim under the Indenture, this Supplemental Indenture or the Securities.



     Section 4.07. All agreements of NAI in this Supplemental Indenture shall bind its successors
and assigns, whether so expressed or not.



     Section 4.08. Any request, demand, notice or other communication to NAI in connection with the
Indenture, as supplemented, shall be sufficient for every purpose hereunder if in writing and
mailed, first class postage paid, to NAI addressed as follows:


NAI, Inc.

  c/o SUPERVALU INC. 

11840 Valley View Road

Eden Prairie, MN 55344

Attention: Treasurer



or to any other address hereafter furnished in writing to the Trustee by NAI for such purpose.




     Section 4.09. This Supplemental Indenture may be executed in any number of counterparts, each
of which shall be an original, but all of which shall together constitute one and the same
instrument.



 









 





     Section 4.10. This Supplemental Indenture shall be governed by and construed in accordance
with the laws of the State of New York, but without giving effect to applicable principles of
conflicts of law to the extent that the application of the laws of another jurisdiction would be
required thereby.



     Section 4.11. The Indenture, as supplemented by this Supplemental Indenture, is in all
respects ratified and confirmed, and this Supplemental Indenture shall be deemed part of the
Indenture in the manner and to the extent herein and therein provided.



     Section 4.12. The recitals and statements herein contained are made by the Company and NAI and
not by the Trustee, and the Trustee assumes no responsibility for the correctness thereof. The
Trustee makes no representations as to the validity or sufficiency of this Supplemental Indenture.



 









 






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



	 	 	 	 	 	 	 
	 	 	NAI, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By

Name:
	 	/s/ John Boyd
 

John Boyd
	 	 
	 

	 	Title:
	 	Group Vice President and Treasurer	 	 
	 
	 	 	 	 	 	 
	 	 	NEWALBERTSON’S, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By

Name:
	 	/s/ John Boyd
 

John Boyd
	 	 
	 

	 	Title:
	 	Group Vice President and Treasurer	 	 
	 
	 	 	 	 	 	 
	 	 	U.S. BANK TRUST NATIONAL ASSOCIATION,
as Trustee	 	 
	 
	 	 	 	 	 	 
	 

	 	By

Name:
	 	/s/ Patrick J. Crowley
 

Patrick J. Crowley
	 	 
	 

	 	Title:
	 	Vice President	 	 






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