Seventh Supplemental Indenture dated as of April 17, 2019, by and among Albertsons Companies, Inc., New Albertsons L.P., Safeway Inc. and Albertson's LLC, the additional issuers, and Wilmington Trust, National Association, as trustee with respect to the 6.625% Senior Notes due 2024

SEVENTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) dated as of April 17, 2019 (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 “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, an “Existing Subsidiary Note Party,” and collectively, the “Existing Subsidiary Note Parties”), the New Additional Issuer and New Subsidiary Guarantor signatory hereto under the heading New Additional Issuer and New Subsidiary Guarantor (the “New Subsidiary Note Party”) 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”).

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 Lead Issuers’ 6.625% Senior Notes due 2024 (the “Securities”), initially in the aggregate principal amount of $1,250,000,000; 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 Subsidiary Note Party, as a Subsidiary Guarantor, hereby confirms, jointly and severally, that its Guarantee shall apply to the Lead 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 Subsidiary Note Party, as a Subsidiary Guarantor, hereby agrees, jointly and severally with all existing Guarantors, to unconditionally guarantee the Lead 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.    Agreement to Assume Issuer Obligations.

(a)     The 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.

4.    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.

5.    Governing Law. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

6.    Trustee Makes No Representation. The Trustee makes no representation as to the recitals or the validity or sufficiency of this Supplemental Indenture.

7.    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.

8.    Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction thereof.

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

By: /s/ Robert B. Dimond    

Name:     Robert B. Dimond

By: Robert B. Dimond    

SAFEWAY INC.

By: /s/ Robert Gordon    

Name:     Robert Gordon

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

By:    /s/ Bradley R. Beckstrom        

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

By:    /s/ Gary Morton    

Name:     Gary Morton

Assistant Secretary

By:    /s/ Gary Morton    

Name:    Gary Morton

By:    /s/ Bradley R. Beckstrom            

Name:    Bradley R. Beckstrom

By:    /s/ Bradley R. Beckstrom            
    Name:    Bradley R. Beckstrom

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

By:    /s/ Bradley R. Beckstrom            

Name: Bradley R. Beckstrom

By:    /s/ Bradley R. Beckstrom            

Name:    Bradley R. Beckstrom

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

By:    /s/ Laura A. Donald                
                            Name:    Laura A. Donald

Title:    Vice President & Assistant Secretary

By:    /s/ Laura A. Donald                
                            Name:    Laura A. Donald

Title:    Vice President & Assistant Secretary

By: GFM HOLDINGS LLC, its general partner

By:    /s/ Laura A. Donald                

Name:    Laura A. Donald

By: RANDALL’S FOOD MARKETS, INC., its general partner

By:    /s/ Laura A. Donald                

Name:    Laura A. Donald

Title:    Vice President & Assistant Secretary

By:    /s/ Gary Owen                    

Name:    Gary Owen

By:    /s/ Elizabeth A. Harris                
    Name:     Elizabeth A. Harris

     Title:    Vice President & Secretary

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

By:    /s/ Robert Dimond        
    Name:    Robert 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

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

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

Chief Financial Officer

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

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

Name:    Laura A. Donald
Title:    Group Vice President, Corporate

Law & Assistant Secretary

WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee

By:    /s/ Hallie E. Field_____________________
    Name:    Hallie E. Field
    Title: Assistant Vice President