Form 10-K Albertsons Companies, For: Feb 23

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April 24, 2019 4:39 PM EDT

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Exhibit 3.2

AMENDED & RESTATED

BYLAWS

ALBERTSONS COMPANIES, INC.

(Effective March 25, 2019)

ARTICLE I

DEFINITIONS

As used in these Bylaws of the Corporation, the terms set forth below shall have the meanings indicated, as follows:

"35% Trigger Date" shall mean the date upon which the ABS Control Group ceases to own, in the aggregate, at least 35% of the then-outstanding shares of Common Stock.

"50% Trigger Date" shall mean the date upon which the ABS Control Group ceases to own, in the aggregate, at least 50% of the then-outstanding shares of Common Stock.

"ABS Control Group" shall mean Albertsons Investor Holdings LLC, a Delaware limited liability company and KIM ACI LLC, a Delaware limited liability company, and their respective Affiliates (as defined in Rule 12b-2 of the Exchange Act), or any person who is an express assignee or designee of their respective rights under the Certificate of Incorporation (and such assignee's or designee's respective Affiliates).

"Board of Directors" or "Board" shall mean the board of directors of the Corporation.

"Bylaws" shall mean these Bylaws of the Corporation, as the same may be amended and/or restated from time to time.

"Certificate of Incorporation" shall mean the Certificate of Incorporation of the Corporation, as the same may be amended and/or restated from time to time.

"Common Stock" shall mean the common stock, par value $0.01 per share, of the Corporation.

"Corporation" shall mean Albertsons Companies, Inc., a Delaware corporation.

"Delaware Court" shall mean the Court of Chancery of the State of Delaware.

"Designated Controlling Stockholder" shall mean, of the entities in the ABS Control Group, the entity that is the beneficial owner of the largest number of shares of the Common Stock.

"DGCL" shall mean the General Corporation Law of the State of Delaware, as amended from time to time.

"Electronic Transmission" shall mean any form of communication, not directly involving the physical transmission of paper, that creates a record that may be retained, retrieved and reviewed by a recipient thereof, and that may be directly reproduced on paper form by such a recipient through an automatic process.

"Exchange Act" shall mean the Securities Exchange Act of 1934, as amended.

“Proposing Stockholder” shall mean any stockholder of record other than, prior to the 35% Trigger Date, the Designated Controlling Stockholder, provided that, on or after the 35% Trigger Date, the Designated Controlling Stockholder shall be included as a Proposing Stockholder.

"Secretary of State" shall mean the Secretary of State of the State of Delaware.

"Stockholders' Agreement" shall mean that certain Stockholders' Agreement, dated as of December 3, 2017, by and among the Corporation and the holders of stock of the Corporation signatory thereto, as the same may be amended and/or restated from time to time.

ARTICLE II
OFFICES

Section 2.01 Offices. The address of the registered office of the Corporation in the State of Delaware shall be as set forth in the Certificate of Incorporation.

The Corporation may also have offices at such other places both within and without the State of Delaware as the Board of Directors may from time to time determine or the business of the Corporation may require.

ARTICLE III

MEETINGS OF STOCKHOLDERS

Section 3.01 Place of Meeting. Meetings of stockholders shall be held at any place within or outside the State of Delaware designated by the Board of Directors. The Board of Directors may, in its sole discretion, determine that the meeting shall not be held at any place, but may instead be held solely by means of remote communication as provided under the DGCL. In the absence of any such designation, stockholders’ meetings shall be held at the principal executive office of the Corporation.

Section 3.02 Annual Meeting.

(a) The annual meeting of stockholders for the election of directors and for the transaction of such other business as shall have been properly brought before the meeting shall be held on such date and at such time and place, if any, as may be fixed by the Board of Directors and stated in the notice of the meeting. The Board of Directors may postpone, reschedule or cancel any previously scheduled annual meeting of stockholders. At an annual meeting of the stockholders, only such business shall be conducted as shall have been properly brought before the meeting. To be properly brought before an annual meeting, business (other than the nomination of a person for election of a director, which is governed by Section 4.01 of

these Bylaws) must be (i) specified in the notice of meeting (or any supplement thereto) given by or at the direction of the Board of Directors, including any committee thereof, (ii) otherwise properly brought before the meeting by or at the direction of the Board of Directors, including any committee thereof, or, prior to the 35% Trigger Date, the Designated Controlling Stockholder, or (iii) otherwise properly brought before the meeting by a Proposing Stockholder who (A) was a stockholder of record (and, with respect to any beneficial owner, if different, on whose behalf such business is proposed, only if such beneficial owner was the beneficial owner of shares of the Corporation) both at the time of giving the notice provided for in this Section 3.02 and at the time of the meeting, (B) is entitled to vote at the meeting and (C) complied with all of the notice procedures set forth in this Section 3.02 as to such business. Except for proposals made in accordance with Rule 14a-8 under the Exchange Act, and included in the notice of meeting given by or at the direction of the Board of Directors, the foregoing clause (iii) shall be the exclusive means for a Proposing Stockholder to propose business (other than the nomination of a person for election of a director, which is governed by Section 4.01 of these Bylaws) to be brought before an annual meeting of the stockholders. Proposing Stockholders seeking to nominate persons for election to the Board of Directors must comply with the notice procedures set forth in Section 4.01 of these Bylaws, and this Section 3.02 shall not be applicable to nominations except as expressly provided in Section 4.01 of these Bylaws.

(b) Without qualification, for business to be properly brought before an annual meeting by a Proposing Stockholder, such proposed business must constitute a proper matter for stockholder action and the Proposing Stockholder must (i) provide Timely Notice (as defined below) thereof in writing and in proper form to the Secretary of the Corporation and (ii) provide any updates or supplements to such notice at the times and in the forms required by this Section 3.02. To be timely, a Proposing Stockholder’s notice must be delivered to or mailed and received at the principal executive offices of the Corporation not less than 90 days nor more than 120 days prior to the first anniversary of the preceding year’s annual meeting (which date shall, for purposes of the Corporation's first annual meeting of stockholders after its shares of Common Stock are first publicly traded, be deemed to have occurred 120 days after the end of the last fiscal year concluded prior to the date on which shares of Common Stock are first publicly traded); provided, however, that in the event that the date of the annual meeting is more than 30 days before or more than 60 days after such anniversary date, notice by the Proposing Stockholder to be timely must be so delivered not earlier than the 120^th day prior to such annual meeting and not later than the 90^th day prior to such annual meeting or, if later, the 10^th day following the day on which public disclosure of the date of such annual meeting was made (such notice within such time periods, “Timely Notice”). In no event shall any adjournment or postponement of an annual meeting or the announcement thereof commence a new time period (or extend any time period) for the giving of Timely Notice as described above.

(c) To be in proper form for purposes of this Section 3.02, a Proposing Stockholder’s notice to the Secretary pursuant to this Section 3.02 shall be required to set forth:

(i) As to the Proposing Stockholder providing the notice and each other Proposing Person (as defined below), (A) the name and address of the Proposing Stockholder providing the notice, as they appear on the Corporation’s books, and each other Proposing Person and (B) the class or series and number of shares of the Corporation that are, directly or indirectly, owned of record or beneficially owned (as defined in Rule 13d-3 under the

Exchange Act) by the Proposing Stockholder providing the notice and/or any other Proposing Persons, except that such Proposing Stockholder and/or such other Proposing Persons shall be deemed to beneficially own any shares of any class or series of the Corporation as to which such Proposing Stockholder and/or such other Proposing Person(s) has a right to acquire beneficial ownership at any time in the future;

(ii) As to the Proposing Stockholder providing the notice (or, if different, the beneficial owner on whose behalf such business is proposed) and each other Proposing Person, (A) any derivative, swap or other transaction or series of transactions engaged in, directly or indirectly, by such Proposing Stockholder or beneficial owner, as applicable, and/or any other Proposing Person, the purpose or effect of which is to give such Proposing Stockholder or beneficial owner, as applicable, and/or such other Proposing Person economic risk similar to ownership of shares of any class or series of the Corporation, including due to the fact that the value of such derivative, swap or other transaction is determined by reference to the price, value or volatility of any shares of any class or series of the Corporation, or which derivative, swap or other transaction provides, directly or indirectly, the opportunity to profit from any increase in the price or value of shares of any class or series of the Corporation (“Synthetic Equity Interests”), which such Synthetic Equity Interests shall be disclosed without regard to whether (x) such derivative, swap or other transaction conveys any voting rights in such shares to such Proposing Stockholder or beneficial owner, as applicable, and/or such other Proposing Person, (y) the derivative, swap or other transaction is required to be, or is capable of being, settled through delivery of such shares or (z) such Proposing Stockholder or beneficial owner, as applicable, and/or such other Proposing Person may have entered into other transactions that hedge or mitigate the economic effect of such derivative, swap or other transaction, (B) any proxy (other than a revocable proxy given in response to a public proxy solicitation made pursuant to, and in accordance with, the Exchange Act), agreement, arrangement, understanding or relationship pursuant to which such Proposing Stockholder or beneficial owner, as applicable, and/or any other Proposing Person has or shares a right to vote any shares of any class or series of the Corporation, (C) any agreement, arrangement, understanding or relationship, including any repurchase or similar so-called “stock borrowing” agreement or arrangement, engaged in, directly or indirectly, by such Proposing Stockholder or beneficial owner, as applicable, and/or any other Proposing Person, the purpose or effect of which is to mitigate loss to, reduce the economic risk (of ownership or otherwise) of shares of any class or series of the Corporation by, manage the risk of share price changes for, or increase or decrease the voting power of, such Proposing Stockholder or beneficial owner, as applicable, and/or such other Proposing Person with respect to the shares of any class or series of the Corporation, or which provides, directly or indirectly, the opportunity to profit from any decrease in the price or value of the shares of any class or series of the Corporation (“Short Interests”), (D)(x) if such Proposing Stockholder or beneficial owner, as applicable, and/or any other Proposing Person is not a natural person, the identity of the natural person or persons associated with such Proposing Stockholder or beneficial owner, as applicable, and/or such other Proposing Person responsible for the formulation of and decision to propose the business to be brought before the meeting (such person or persons, the “Responsible Person”), the manner in which such Responsible Person was selected, any fiduciary duties owed by such Responsible Person to the equity holders or other beneficiaries of such Proposing Stockholder and/or beneficial owner, as applicable, and/or such other Proposing Person, the qualifications and background of such Responsible Person and any material interests or relationships of such Responsible Person that

are not shared generally by the other stockholders of the Corporation and that reasonably could have influenced the decision of such Proposing Stockholder and/or beneficial owner, as applicable, and/or such other Proposing Person to propose such business to be brought before the meeting, and (y) if such Proposing Stockholder or beneficial owner, as applicable, and/or any other Proposing Person is a natural person, the qualifications and background of such natural person and any material interests or relationships of such natural person that are not shared generally by the other stockholders of the Corporation and that reasonably could have influenced the decision of such Proposing Stockholder and/or beneficial owner, as applicable, and/or such other Proposing Person to propose such business to be brought before the meeting, (E) any significant equity interests or any Synthetic Equity Interests or Short Interests in any principal competitor of the Corporation held by such Proposing Stockholder and/or beneficial owner, as applicable, and/or any other Proposing Persons, (F) any direct or indirect interest of such Proposing Stockholder and/or beneficial owner, as applicable, and/or any other Proposing Person in any contract with the Corporation, any affiliate of the Corporation (including any employment agreement, collective bargaining agreement or consulting agreement), or any principal competitor of the Corporation, (G) any pending or threatened litigation in which such Proposing Stockholder and/or beneficial owner, as applicable, and/or any other Proposing Person is a party or material participant involving the Corporation or any of its officers or directors, or any affiliate of the Corporation, (H) any material transaction occurring during the prior 12 months between such Proposing Stockholder and/or beneficial owner, as applicable, and/or any other Proposing Person, on the one hand, and the Corporation, any affiliate of the Corporation or any principal competitor of the Corporation, on the other hand, (I) any other information relating to such Proposing Stockholder and/or beneficial owner, as applicable, and/or any other Proposing Person that would be required to be disclosed in a proxy statement or other filing required to be made in connection with solicitations of proxies by such Proposing Stockholder or beneficial owner, as applicable, and/or such other Proposing Person in support of the business proposed to be brought before the meeting pursuant to Section 14 of the Exchange Act and the rules and regulations thereunder, (J) a representation that the Proposing Stockholder is a holder of record of stock of the Corporation entitled to vote at such meeting and intends to appear in person or by proxy at the meeting to propose such business and (K) a representation whether the Proposing Stockholder and/or beneficial owner, if any, and/or any other Proposing Person intends or is part of a group that intends (a) to deliver a proxy statement and/or form of proxy to holders of at least the percentage of the Corporation’s outstanding capital stock required to approve or adopt the proposal and/or (b) otherwise to solicit proxies from stockholders in support of such proposal (the disclosures to be made pursuant to the foregoing clauses (A) through (K) are referred to as “Disclosable Interests”); and

(iii) As to each matter the Proposing Stockholder proposes to bring before the annual meeting, (A) a brief description of the business desired to be brought before the annual meeting, the text of the proposal or business (including the text of any resolutions proposed for consideration and, in the event that such business includes a proposal to amend these Bylaws, the language of the proposed amendment), the reasons for conducting such business at the annual meeting and any material interest in such business of the Proposing Stockholder providing the notice and/or any other Proposing Person and (B) a reasonably detailed description of all agreements, arrangements and understandings between or among the Proposing Stockholder providing the notice, any other Proposing Person and/or any other

persons or entities (including their names) in connection with the proposal of such business by such Proposing Stockholder.

For purposes of this Section 3.02, the term “Proposing Person" shall mean (i) the Proposing Stockholder providing the notice of business proposed to be brought before an annual meeting, (ii) the beneficial owner or owners, if different, on whose behalf the business proposed to be brought before the annual meeting is made, (iii) any affiliate or associate (as such terms are defined in Rule 12b-2 under the Exchange Act) of such beneficial owner and (iv) any other person with whom such Proposing Stockholder or beneficial owner (or any of their respective affiliates or associates) is Acting in Concert (as defined below).

A person shall be deemed to be “Acting in Concert” with another person for purposes of these Bylaws if such person knowingly acts (whether or not pursuant to an express agreement, arrangement or understanding) in concert with, or towards a common goal relating to the management, governance or control of the Corporation in parallel with, such other person where (A) each person is conscious of the other person’s conduct or intent and this awareness is an element in their decision-making processes and (B) at least one additional factor suggests that such persons intend to act in concert or in parallel, which such additional factors may include, without limitation, exchanging information (whether publicly or privately), attending meetings, conducting discussions or making or soliciting invitations to act in concert or in parallel; provided, that a person shall not be deemed to be Acting in Concert with any other person solely as a result of the solicitation or receipt of revocable proxies from such other person in connection with a public proxy solicitation pursuant to, and in accordance with, the Exchange Act. A person which is Acting in Concert with another person shall be deemed to be Acting in Concert with any third party who is also acting in concert with such other person.

(d) A Proposing Stockholder providing notice of business proposed to be brought before an annual meeting shall further update and supplement such notice, if necessary, so that the information provided or required to be provided in such notice pursuant to this Section 3.02 shall be true and correct as of the record date for notice of the meeting and as of the date that is ten business days prior to the meeting or any adjournment or postponement thereof, and such update and supplement shall be delivered to or mailed and received by the Secretary at the principal executive offices of the Corporation not later than five business days after the record date for notice of the meeting (in the case of the update and supplement required to be made as of the record date for notice of the meeting), and not later than eight business days prior to the date for the meeting or any adjournment or postponement thereof (in the case of the update and supplement required to be made as of ten business days prior to the meeting or any adjournment or postponement thereof).

(e) Notwithstanding anything in these Bylaws to the contrary, no business shall be conducted at an annual meeting except in accordance with the procedures set forth in this Section 3.02 (including the requirement in the case of business to be brought before the meeting by a Proposing Stockholder that such Proposing Stockholder update and supplement the notice of proposed business set forth in clause (d) above). The person presiding over the annual meeting shall, if the facts warrant, determine that the business was not properly brought before the meeting in accordance with the provisions of this Section 3.02, and if he or she should so determine, he or she shall so declare to the meeting, and any such business not properly brought

before the meeting shall not be transacted. Notwithstanding the foregoing provisions of this Section 3.02, unless otherwise required by law, if the Proposing Stockholder (or a qualified representative of the Proposing Stockholder) does not appear at the annual meeting of stockholders of the Corporation to present the proposed business, such proposed business shall not be transacted, notwithstanding that proxies in respect of such vote may have been received by the Corporation. For purposes of this Section 3.02, to be considered a qualified representative of the Proposing Stockholder, a person must be a duly authorized officer, manager or partner of such Proposing Stockholder or must be authorized by a writing executed by such Proposing Stockholder or an Electronic Transmission delivered by such Proposing Stockholder to act for such Proposing Stockholder as proxy at the meeting of stockholders and such person must produce such writing or Electronic Transmission, or a reliable reproduction of the writing or Electronic Transmission, at the meeting of stockholders.

(f) In addition to the requirements of this Section 3.02 with respect to any business proposed to be brought before an annual meeting, each Proposing Person shall comply with all applicable requirements of the Exchange Act and the rules and regulations thereunder with respect to any such business. This Section 3.02 shall not be deemed to affect the rights of stockholders to request inclusion of proposals in the Corporation’s proxy statement pursuant to Rule 14a-8 under the Exchange Act.

(g) For purposes of these Bylaws, “public disclosure” shall mean disclosure in a press release reported by a national news service or in a document publicly filed by the Corporation with the Securities and Exchange Commission pursuant to Sections 13, 14 or 15(d) of the Exchange Act and the rules and regulations thereunder.

Section 3.03 Quorum; Adjournments. A majority in voting power of the shares of capital stock of the Corporation issued and outstanding and entitled to vote at the meeting of stockholders, the holders of which are present in person, present by means of remote communication in a manner, if any, authorized by the Board of Directors in its sole discretion or represented by proxy, shall constitute a quorum for the transaction of business except as otherwise provided by law, by the Certificate of Incorporation or by these Bylaws. A quorum, once established, shall not be broken by the withdrawal of enough votes to leave less than a quorum. If, however, such quorum shall not be present or represented at any meeting of the stockholders, the person presiding at the meeting or, if directed to be voted on by the person presiding at the meeting, the stockholders present or represented by proxy at the meeting and entitled to vote thereon, although less than a quorum, may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the original meeting. If the adjournment is for more than 30 days, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting. If after the adjournment a new record date for determination of stockholders entitled to vote is required for the adjourned meeting, the Board of Directors shall fix the record date for determining stockholders entitled to notice of such adjourned meeting, and a notice of the adjourned meeting shall be given to each stockholder of record as of the record date so fixed for notice of such adjourned meeting.

Section 3.04 Voting. Except as otherwise provided by the Certificate of Incorporation or applicable law, each stockholder shall have one vote for each share of stock having voting power, registered in such stockholder’s name on the books of the Corporation on the record date set by the Board of Directors for determining the stockholders entitled to vote at a meeting of stockholders as provided in Section 7.04 hereof. When a quorum is present at any meeting, a majority of the votes cast by the shares present or represented by proxy at the meeting and entitled to vote on the subject matter shall decide any questions brought before such meeting, unless the question is one upon which by express provisions of applicable law, regulation applicable to the Corporation or its securities, the rules or regulations of any stock exchange applicable to the Corporation or the Certificate of Incorporation or these Bylaws, a different vote is required, in which case such express provision shall govern and control the decision of such question. Except as otherwise provided by these Bylaws, at any meeting for the election of directors at which a quorum is present, each director of the Corporation shall be elected by the vote of a majority of the votes cast with respect to that director’s election by the shares present or represented by proxy at the meeting and entitled to vote on the election of directors. Notwithstanding the foregoing sentence, if, as of the tenth (10th) day preceding the date the Corporation first mails its notice of meeting for such meeting of stockholders, the number of nominees exceeds the number of directors to be elected (a “Contested Election”), the directors shall be elected by the vote of a plurality of the votes cast. In a Contested Election, stockholders shall be given the choice to cast “for” or “withhold” votes for the election of directors, and shall not have the ability to cast any other vote with respect to such election of directors. For purposes of this Section, a “majority of the votes cast” means that the number of votes cast “for” a proposal or a candidate for director must exceed the number of votes cast “against” that proposal or candidate for director (with “abstentions” and “broker non-votes” (i.e., shares held by a bank, broker or other nominee which are present or represented by proxy at the meeting, but with respect to which such bank, broker or nominee is not empowered to vote) not counted as votes cast either “for” or “against” such proposal or candidate for director).

Section 3.05 Proxies. Each stockholder having the right to vote at a meeting of stockholders or to express consent or dissent to corporate action in writing without a meeting may authorize another person or persons to act for such stockholder by proxy in a manner permitted by applicable law. No such proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period.

Section 3.06 Special Meetings. Unless otherwise provided by the Certificate of Incorporation, special meetings of the stockholders, for any purpose or purposes, (i) may be called at any time by the Board of Directors, and (ii) shall be called by the Secretary upon the written request of stockholders owning at least 25% in amount of the entire capital stock of the Corporation issued and outstanding, and entitled to vote at the special meeting. Such request shall set forth (i) if the purpose of the meeting relates to business other than the election or appointment of directors, all information as is required to be included in a notice delivered to the Corporation pursuant to Section 3.02(c) hereof (and, in such circumstance, the requirements of Section 3.02(d) hereof shall also apply) and (ii) if the purpose of the meeting includes the appointment or election of one or more members of the Board of Directors, all information as would be required to be included in a notice delivered to the Corporation pursuant to Section 4.01(d) hereof (and, in such circumstance, the requirements of Section 4.01(e) hereof shall also apply). The Board of Directors or, prior to the 35% Trigger Date, the Designated Controlling

Stockholder, may bring business before a special meeting of stockholders called by the Secretary upon the request of the Stockholders. Business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice. The Board of Directors may postpone, reschedule or cancel any previously scheduled special meeting of stockholders, whether called by them or otherwise.

Section 3.07 Notice to Stockholders.

(a) Whenever stockholders are required or permitted to take any action at a meeting, a written notice of the meeting shall be given which notice shall state the place, if any, date and hour of the meeting, the means of remote communications, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such meeting, the record date for determining stockholders entitled to vote at the meeting (if such date is different from the record date for stockholders entitled to notice of the meeting) and, in the case of a special meeting, the purpose or purposes for which the meeting is called. Except as otherwise provided by law, such written notice of any meeting shall be given to each stockholder entitled to vote at such meeting as of the record date for determining the stockholders entitled to notice of the meeting, not less than ten nor more than 60 days before the date of the meeting. If mailed, notice is deemed given when deposited in the United States mail, postage prepaid, directed to the stockholder at such stockholder's address as it appears on the records of the Corporation.

(b) Except as otherwise prohibited by the DGCL and without limiting the foregoing, any notice to stockholders given by the Corporation under any provision of the DGCL, the Certificate of Incorporation or these Bylaws shall be effective if given by a form of Electronic Transmission consented to by the stockholder to whom the notice is given. Any such consent shall be revocable by the stockholder by written notice to the Corporation. Any such consent shall be deemed revoked if (i) the Corporation is unable to deliver by Electronic Transmission two consecutive notices given by the Corporation in accordance with such consent and (ii) such inability becomes known to the Secretary or an Assistant Secretary of the Corporation or to the transfer agent of the Corporation, or other person responsible for the giving of notice; provided, however, the inadvertent failure to treat such inability as a revocation shall not invalidate any meeting or other action. Any such notice shall be deemed given (i) if by facsimile telecommunication, when directed to a number at which the stockholder has consented to receive notice; (ii) if by electronic mail, when directed to an electronic mail address at which the stockholder has consented to receive notice; (iii) if by a posting on an electronic network together with separate notice to the stockholder of such specific posting, upon the later of (A) such posting and (B) the giving of such separate notice; and (iv) if by any other form of Electronic Transmission, when directed to the stockholder.

(c) Except as otherwise prohibited under the DGCL and without limiting the manner by which notice otherwise may be given to stockholders, any notice to stockholders given by the Corporation under any provision of the DGCL, the Certificate of Incorporation or these Bylaws may be given by a single written notice to stockholders who share an address if consented to by the stockholders at that address to whom such notice is given. Such consent shall have been deemed to have been given if a stockholder fails to object in writing to the Corporation within 60 days of having been given written notice by the Corporation of its

intention to send the single notice as set forth in this Section 3.07(c). Any such consent shall be revocable by the stockholders by written notice to the Corporation.

Section 3.08 List of Stockholders. The officer who has charge of the stock ledger of the Corporation shall prepare and make, at least ten days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting (provided, however, if the record date for determining the stockholders entitled to vote is less than ten days before the date of the meeting, the list shall reflect the stockholders entitled to vote as of the tenth day before the meeting date), arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, for a period of at least ten days prior to the meeting, (i) on a reasonably accessible electronic network, provided that the information required to gain access to such list is provided with the notice of the meeting, or (ii) during ordinary business hours, at the principal place of business of the Corporation. If the meeting is to be held at a place, then the list shall be produced and kept at the time and place of the meeting during the whole time thereof and may be inspected by any stockholder who is present. If the meeting is to be held solely by means of remote communication, then the list shall also be open to the examination of any stockholder during the whole time of the meeting on a reasonably accessible electronic network, and the information required to access such list shall be provided with the notice of the meeting. Except as otherwise provided by law, such list shall be the only evidence as to who are the stockholders entitled to examine the list of stockholders required by this Section 3.08 or to vote in person or by proxy at any meeting of the stockholders. The Corporation shall not be required to include electronic mail addresses or other electronic contact information on such list.

Section 3.09 Written Consent of Stockholders in Lieu of Meeting. Unless otherwise provided in the Certificate of Incorporation, at any time prior to the 50% Trigger Date, any action required or permitted by the DGCL to be taken at a stockholders’ meeting may be taken without a meeting and without prior notice in the manner provided in the Certificate of Incorporation and the DGCL.

Section 3.10 Conduct of Meetings.

(a) Meetings of stockholders shall be presided over by the Chairperson of the Board of Directors (the “Chairperson”), if any, or in the Chairperson's absence by the Chief Executive Officer, or in the Chief Executive Officer's absence, by the President, or in the President's absence by a Vice President, or in the absence of all of the foregoing persons by a person designated by the Board of Directors. The Secretary shall act as secretary of the meeting, but in the Secretary's absence the person presiding over the meeting may appoint any person to act as secretary of the meeting.

(b) The Board of Directors may adopt by resolution such rules, regulations and procedures for the conduct of any meeting of stockholders of the Corporation as it shall deem appropriate including, without limitation, such guidelines and procedures as it may deem appropriate regarding the presence and participation by means of remote communication of stockholders and proxy holders not physically present at a meeting. Except to the extent inconsistent with such rules, regulations and procedures as adopted by the Board of Directors,

the person presiding over any meeting of stockholders shall have the right and authority to convene and (for any or no reason) to recess and/or adjourn the meeting, to prescribe such rules, regulations and procedures and to do all such acts as, in the judgment of such person, are appropriate for the proper conduct of the meeting. Such rules, regulations or procedures, whether adopted by the Board of Directors or prescribed by the person presiding over the meeting, may include, without limitation, the following: (i) the establishment of an agenda or order of business for the meeting; (ii) rules and procedures for maintaining order at the meeting and the safety of those present; (iii) limitations on attendance at or participation in the meeting to stockholders of record of the Corporation, their duly authorized and constituted proxies or such other persons as shall be determined; (iv) restrictions on entry to the meeting after the time fixed for the commencement thereof; and (v) limitations on the time allotted to questions or comments by participants. Unless and to the extent determined by the Board of Directors or the person presiding over the meeting, meetings of stockholders shall not be required to be held in accordance with the rules of parliamentary procedure.

(c) The person presiding over the meeting shall announce at the meeting when the polls for each matter to be voted upon at the meeting will be opened and closed. After the polls close, no ballots, proxies or votes or any revocations or changes thereto may be accepted.

(d) In advance of any meeting of stockholders, the Board of Directors, the Chairperson, the Chief Executive Officer or the President shall appoint one or more inspectors of election to act at the meeting and make a written report thereof. One or more other persons may be designated as alternate inspectors to replace any inspector who fails to act. If no inspector or alternate is present, ready and willing to act at a meeting of stockholders, the person presiding over the meeting shall appoint one or more inspectors to act at the meeting. Unless otherwise required by law, inspectors may be officers, employees or agents of the Corporation. Each inspector, before entering upon the discharge of such inspector's duties, shall take and sign an oath faithfully to execute the duties of inspector with strict impartiality and according to the best of such inspector's ability. The inspector shall have the duties prescribed by law and, when the vote is completed, shall make a certificate of the result of the vote taken and of such other facts as may be required by law. Every vote taken by ballots shall be counted by a duly appointed inspector or duly appointed inspectors.

ARTICLE IV
DIRECTORS

Section 4.01 Election of Directors.

(a) The total number of directors constituting the Board of Directors shall be as fixed in, or be determined in the manner provided by, the Certificate of Incorporation. At each annual meeting of stockholders of the Corporation, all directors shall be elected for a one (1) year term and shall hold office until the next annual meeting of stockholders and until their successors shall be elected and shall qualify, subject, however, to prior death, resignation, retirement, disqualification or removal from office. Election of directors need not be by written ballot. The directors need not be stockholders.

With respect to nominations by Proposing Stockholders, only persons who are nominated in accordance with the following procedures shall be eligible for election as directors. Nominations of persons for election to the Board of Directors at an annual meeting or at a special meeting (but only if the Board, or pursuant to Section 3.06 of these Bylaws, the stockholders, have first determined that directors are to be elected at such special meeting) may be made at such meeting (i) specified in the notice of meeting given by or at the direction of the Board of Directors, including any committee thereof, (ii) brought before the meeting by or at the direction of the Board of Directors, including any committee thereof or the Designated Controlling Stockholder, prior to the 35% Trigger Date, or (iii) by any Proposing Stockholder who (A) was a stockholder of record (and, with respect to any beneficial owner, if different, on whose behalf such nomination is proposed to be made, only if such beneficial owner was the beneficial owner of shares of the Corporation) both at the time of giving the notice provided for in this Section 4.01 and at the time of the meeting, (B) is entitled to vote at the meeting and (C) complied with the notice procedures set forth in this Section 4.01 as to such nomination. This Section 4.01 shall be the exclusive means for a Proposing Stockholder to propose any nomination of a person or persons for election to the Board to be considered by the stockholders at an annual meeting or special meeting.

Without qualification, for nominations to be made at an annual meeting by a Proposing Stockholder, the Proposing Stockholder must (i) provide Timely Notice (as defined in Section 3.02 of these Bylaws) thereof in writing and in proper form to the Secretary of the Corporation and (ii) provide any updates or supplements to such notice at the times and in the forms required by this Section 4.01. Without qualification, if the Board has first determined that directors are to be elected at such special meeting (or if a special meeting is called pursuant to Section 3.06 hereof and relates to the election or appointment of directors), then for nominations to be made at a special meeting by a Proposing Stockholder, the Proposing Stockholder must (i) provide timely notice thereof in writing and in proper form to the Secretary of the Corporation at the principal executive offices of the Corporation and (ii) provide any updates or supplements to such notice at the times and in the forms required by this Section 4.01. To be timely, a Proposing Stockholder’s notice for nominations to be made at a special meeting by a Proposing Stockholder must be delivered to or mailed and received at the principal executive offices of the Corporation not earlier than the 120^th day prior to such special meeting and not later than the 90^th day prior to such special meeting or, if later, the 10^th day following the day on which public disclosure (as defined in Section 3.02 of these Bylaws) of the date of such special meeting was first made. In no event shall any adjournment or postponement of an annual meeting or special meeting or the announcement thereof commence a new time period (or extend any time period) for the giving of a stockholder’s notice as described above.

To be in proper form for purposes of this Section 4.01, a Proposing Stockholder’s notice to the Secretary pursuant to this Section 4.01 shall be required to set forth:

(i) As to the Proposing Stockholder providing the notice and each other Proposing Person (as defined below), (A) the name and address of the Proposing Stockholder providing the notice, as they appear on the Corporation’s books, and of the other Proposing Persons, (B) a representation that the Proposing Stockholder is a holder of record of stock of the Corporation entitled to vote at such meeting and intends to appear in person or by proxy at the meeting to propose such nomination, (C) a representation whether the Proposing

Stockholder or the beneficial owner, if any, and/or any other Proposing Person intends or is part of a group that intends (a) to deliver a proxy statement and/or form of proxy to holders of at least the percentage of the Corporation’s outstanding capital stock required to elect the nominee and/or (b) otherwise to solicit proxies from stockholders in support of such nomination, and (D) any Disclosable Interests (as defined in Section 3.02 of these Bylaws) of the Proposing Stockholder providing the notice (or, if different, the beneficial owner on whose behalf such notice is given) and/or each other Proposing Person;

(ii) As to each person whom the Proposing Stockholder proposes to nominate for election as a director, (A) all information with respect to such proposed nominee that would be required to be set forth in a Proposing Stockholder’s notice pursuant to this Section 4.01 if such proposed nominee were a Proposing Person, (B) all information relating to such proposed nominee that is required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for election of directors in a contested election pursuant to Section 14 under the Exchange Act and the rules and regulations thereunder (including such proposed nominee’s written consent to being named in the proxy statement as a nominee and to serving as a director if elected) and (C) a description of all direct and indirect compensation and other material monetary agreements, arrangements and understandings during the past three years, and any other material relationships, between or among the Proposing Stockholder providing the notice (or, if different, the beneficial owner on whose behalf such notice is given) and/or any Proposing Person, on the one hand, and each proposed nominee, his or her respective affiliates and associates and any other persons with whom such proposed nominee (or any of his or her respective affiliates and associates) is Acting in Concert (as defined in Section 3.02 of these Bylaws), on the other hand, including, without limitation, all information that would be required to be disclosed pursuant to Item 404 under Regulation S-K if such Proposing Stockholder or beneficial owner, as applicable, and/or such Proposing Person were the “registrant” for purposes of such rule and the proposed nominee were a director or executive officer of such registrant; and

(iii) The Corporation may require any proposed nominee to furnish such other information as may reasonably be required by the Corporation to determine the eligibility of such proposed nominee to serve as an independent director of the Corporation or that could be material to a reasonable stockholder’s understanding of the independence or lack of independence of such proposed nominee.

For purposes of this Section 4.01, the term “Proposing Person" shall mean (i) the Proposing Stockholder providing the notice of the nomination proposed to be made at the annual or special meeting, (ii) the beneficial owner or owners, if different, on whose behalf the nomination proposed to be made at the annual or special meeting is made, (iii) any affiliate or associate of such beneficial owner (as such terms are defined in Rule 12b-2 under the Exchange Act) and (iv) any other person with whom such Proposing Stockholder or such beneficial owner (or any of their respective affiliates or associates) is Acting in Concert.

A Proposing Stockholder providing notice of any nomination proposed to be made at an annual or special meeting shall further update and supplement such notice, if necessary, so that the information provided or required to be provided in such notice pursuant to this Section 4.01 shall be true and correct as of the record date for the annual or special meeting and as of the date

that is ten business days prior to the meeting or any adjournment or postponement thereof, and such update and supplement shall be delivered to or mailed and received by the Secretary at the principal executive offices of the Corporation not later than five business days after the record date for the meeting (in the case of the update and supplement required to be made as of the record date), and not later than eight business days prior to the date for the meeting or any adjournment or postponement thereof (in the case of the update and supplement required to be made as of ten business days prior to the meeting or any adjournment or postponement thereof).

Notwithstanding anything in these Bylaws to the contrary, no person nominated by a Proposing Stockholder shall be eligible for election as a director of the Corporation unless nominated in accordance with the procedures set forth in this Section 4.01. The person presiding over the annual or special meeting shall, if the facts warrant, determine that a nomination was not properly made in accordance with the provisions of this Section 4.01 (including the requirement to update and supplement a Proposing Stockholder’s notice of any nomination set forth in clause (e) above), and if he or she should so determine, he or she shall so declare such determination to the meeting, and the defective nomination shall be disregarded. Notwithstanding the foregoing provisions of this Section 4.01, unless otherwise required by law, if the Proposing Stockholder (or a qualified representative of the Proposing Stockholder) does not appear at the annual or special meeting of stockholders of the Corporation to present a nomination, such nomination shall be disregarded, notwithstanding that proxies in respect of such vote may have been received by the Corporation. For purposes of this Section 4.01, to be considered a qualified representative of the Proposing Stockholder, a person must be a duly authorized officer, manager or partner of such Proposing Stockholder or must be authorized by a writing executed by such Proposing Stockholder or an Electronic Transmission delivered by such Proposing Stockholder to act for such Proposing Stockholder as proxy at the meeting of stockholders and such person must produce such writing or Electronic Transmission, or a reliable reproduction of the writing or Electronic Transmission, at the meeting of stockholders.

This Section 4.01 is expressly intended to apply to any nomination by a Proposing Stockholder proposed to be brought before an annual or special meeting. In addition to the requirements of this Section 4.01 with respect to any nomination by a Proposing Stockholder proposed to be made at an annual or special meeting, each Proposing Person shall comply with all applicable requirements of the Exchange Act and the rules and regulations thereunder with respect to any such nominations. Nothing in this Section 4.01 shall be deemed to affect any rights of the holders of any series of preferred stock to elect directors pursuant to any applicable provisions of the Certificate of Incorporation or the rights of the Designated Controlling Stockholder as agreed with the Corporation.

Section 4.02 Vacancies. Vacancies on the Board of Directors by reason of death, resignation, retirement, disqualification, removal from office, or otherwise, and newly created directorships resulting from any increase in the authorized number of directors, shall be filled as provided in the Certificate of Incorporation. A director elected to fill a vacancy or a newly created directorship shall hold office until the next annual meeting of stockholders and until his or her successor shall be elected and shall qualify, subject, however, to prior death, resignation, retirement, disqualification or removal from office.

Section 4.03 Removal. Any director or the entire Board of Directors may be removed from office in the manner provided in the Certificate of Incorporation.

Section 4.04 General Powers. Except as otherwise provided by law or the Certificate of Incorporation, the business and affairs of the Corporation shall be managed by or under the direction of its Board of Directors.

Section 4.05 Place of Meeting. The Board may hold its meetings at such place or places within or without the State of Delaware as it may from time to time determine.

Section 4.06 Regular Meetings. Regular meetings of the Board of Directors may be held without notice at such time and place as shall from time to time be determined by the Board.

Section 4.07 Special Meetings. Special meetings of the Board of Directors may be called by the Chairperson. Special meetings also shall be called by the Secretary on the written request of any two directors unless the Board consists of only one director, in which case special meetings shall be called by the Secretary on the written request of the sole director. Notice of the time, date and place of such meeting shall be given, orally or in writing, by the person or persons calling or requesting the meeting to all directors at least four days before the meeting if the notice is mailed, or at least 24 hours before the meeting if such notice is given by telephone, hand delivery, overnight express courier, facsimile, electronic mail or other Electronic Transmission. Unless otherwise indicated in the notice, any and all business may be transacted at a special meeting, provided that notice of the special meeting shall state the purpose or purposes of the special meeting. The notice shall be deemed given:

(i) in the case of hand delivery or notice by telephone, when received by the director to whom notice is to be given or by any person accepting such notice on behalf of such director,

(ii) in the case of delivery by mail, upon deposit in the United States mail, postage prepaid, directed to the director to whom notice is being given at such director’s address as it appears on the records of the Corporation,

(iii) in the case of delivery by overnight express courier, on the first business day after such notice is dispatched, and

(iv) in the case of delivery via facsimile, electronic mail or other Electronic Transmission, when sent to the director to whom notice is to be given at such director’s facsimile number or electronic mail address, as the case may be, as shown on the Corporation’s records.

Section 4.08 Quorum; Adjournments. At all meetings of the Board of Directors a majority of the authorized number of directors shall be necessary and sufficient to constitute a quorum for the transaction of business, and the vote of a majority of the directors present at any meeting at which there is a quorum, shall be the act of the Board of Directors, except as may be otherwise specifically provided by statute, by the Certificate of Incorporation or by these Bylaws. If a quorum shall not be present at any meeting of the Board of Directors the directors

present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present. If only one director is authorized, such sole director shall constitute a quorum.

Section 4.09 Unanimous Action in Lieu of a Meeting. Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting, if all members of the Board or committee, as the case may be, consent thereto in writing, or by Electronic Transmission, and the writing or writings or Electronic Transmission or transmissions are filed with the minutes of proceedings of the Board or committee, respectively. Such filing shall be in paper form if the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form.

Section 4.10 Conference Call Meetings. Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, members of the Board of Directors, or any committee designated by the Board of Directors, may participate in a meeting of the Board of Directors, or any committee, by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at such meeting.

Section 4.11 Committees. The Board of Directors may designate one or more committees, each such committee to consist of one or more of the directors of the Corporation. The Board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he, she or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the Board of Directors, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority in reference to approving or adopting, or recommending to the stockholders, any action or matter (other than the election or removal of directors) expressly required by the DGCL to be submitted to stockholders for approval or adopting, amending or repealing these Bylaws.

Each committee shall keep regular minutes of its meetings and report the same to the Board of Directors when required.

Section 4.12 Compensation. Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, the Board of Directors shall have the authority to fix the compensation of directors, including the granting of equity interests (which may include profits interests and Synthetic Equity Interests) of the Corporation to the directors. The directors may be paid their expenses, if any, of attendance at each meeting of the Board of Directors and may be paid a fixed sum for attendance at each meeting of the Board of Directors or a stated salary as director. No such payment shall preclude any director from serving the Corporation in any other capacity and receiving compensation therefor. Members of special or standing committees may

be allowed like compensation for attending committee meetings or a stated salary as a committee member. The terms of any compensation (including the granting of equity interests of the Corporation) paid to directors shall be as determined by the Board of Directors.

ARTICLE V
OFFICERS

Section 5.01 Generally. The Board of Directors shall from time to time elect or appoint such officers as it shall deem necessary or appropriate to the management and operation of the Corporation, including, without limitation, a President (which may be the Chief Executive Officer ("CEO"), a Secretary and a Treasurer (which may be the Chief Financial Officer). The Board of Directors or the CEO shall have the power and authority to appoint as officers one or more Executive Vice Presidents, Senior Vice Presidents, Vice Presidents, a Chief Operating Officer, a Chief Administrative Officer and a Chief Marketing Officer. The officers of the Corporation shall exercise such powers and perform such duties as are specified in these Bylaws, in a resolution of the Board of Directors or, in the case of an officer appointed by the CEO, as specified by the CEO. Any person may hold two or more offices simultaneously, and no officer need be a stockholder of the Corporation.

In addition to the authority of the CEO to appoint officers as set forth above, if so provided by resolution of the Board, any officer may be delegated the authority to appoint one or more officers or assistant officers, which appointed officers or assistant officers shall have the duties and powers specified in the resolution of the Board or as determined by such officer.

Section 5.02 Compensation. The officers of the Corporation shall be entitled to such salaries, compensation or reimbursement as shall be fixed or allowed from time to time by the Board of Directors or any duly authorized committee thereof. In fixing the salaries, compensation and reimbursement of the officers of the Company other than the CEO, the Board of Directors may, among other things, take into account the recommendation of the CEO.

Section 5.03 Term; Removal. Each officer shall hold office until such officer’s successor is elected or appointed and qualified or until such officer’s earlier resignation or removal. Any officer may be removed at any time, with or without cause, by the Board of Directors. Any officer appointed by the CEO may be removed at any time by the CEO. If the office of any officer or officers becomes vacant for any reason, the vacancy shall be filled by the Board of Directors or by the CEO.

Section 5.04 Duties.

(a) Chairperson of the Board of Directors. The Chairperson shall, if present, preside at all meetings of the stockholders and of the Board. The Chairperson shall also perform such other duties and may exercise such other powers as may be assigned by these Bylaws or prescribed by the Board from time to time. If there is no President, the Chairperson shall in addition be the CEO and shall have the powers and duties prescribed in paragraph (c) of this Section 5.04. The Board of Directors may designate two persons to serve as Co-Chairpersons of the Board of Directors (each, a “Co-Chairperson”). Any reference to the Chairperson in these

Bylaws shall be deemed to mean, if there are Co-Chairpersons, either Co-Chairperson, each of whom may exercise the full powers and authorities of the office.

(b) President, Chief Executive Officer. The President shall be the CEO of the Corporation. The CEO shall be the principal executive officer of the Corporation and shall have such other title or titles designated by the Board. Subject to the control of the Board, the CEO shall in general manage, supervise and control all of the business and affairs of the Corporation. He or she shall have authority to conduct all ordinary business on behalf of the Corporation and may execute and deliver on behalf of the Corporation any contract, conveyance or similar document; and in general shall perform all duties incident to the office of the CEO of a corporation and such other duties as may be prescribed by the Board or these Bylaws from time to time. The President shall perform such other duties and shall have such other powers as the Board or the CEO (if the President is not the CEO) may from time to time prescribe.

(c) Treasurer. The Treasurer (who shall have any other title or titles designated by the Board or the CEO, including without limitation, in the Board’s or the CEO’s discretion, “Chief Financial Officer”) shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation and shall deposit all moneys, and other valuable effects in the name and to the credit of the Corporation, in such depositories as may be designated by the Board. He or she shall disburse the funds of the corporation as may be ordered by the Board, taking proper vouchers for such disbursements, and shall render to the Board, at its regular meetings, or when the Board so requires, an account of all his or her transactions as Treasurer and of the financial condition of the Corporation. If required by the Board, he or she shall give the Corporation a bond, in such sum and with such surety or sureties as shall be satisfactory to the Board, for the faithful performance of the duties of his or her office and for the restoration to the Corporation, in case of his or her death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his or her possession or under his or her control belonging to the Corporation. The Treasurer in general shall perform all duties incident to the office of the Treasurer of a corporation and such other duties as may be prescribed by the Board, the CEO or these Bylaws from time to time.

(d) Secretary. The Secretary shall: (1) attend and keep the minutes of the stockholders' meetings and of the Board's meetings in one or more books provided for that purpose, and perform like duties for the standing committees of the Board when required by the Board; (2) see that all notices are duly given in accordance with the provisions of these Bylaws or as otherwise required by law or the provisions of the Certificate of Incorporation; (3) be custodian of the corporate records and of the seal of the Corporation and see that the seal of the Corporation is affixed to all documents, the execution of which on behalf of the Corporation under its seal is duly authorized; (4) maintain, or cause an agent designated by the Board to maintain, a record of the Corporation's stockholders in a form that permits the preparation of a list of the names and addresses of all stockholders in alphabetical order by class of shares, showing the number and class of shares held by each; (5) have general charge of the stock transfer books of the Corporation or responsibility for supervision, on behalf of the Corporation, of any agent to which stock transfer responsibility has been delegated by the Board; (6) have responsibility for the custody, maintenance and preservation of those corporate records which the Corporation is required by the DGCL or otherwise to create, maintain or preserve; and (7) in

general perform all duties incident to the office of Secretary of a corporation and such other duties as may be assigned by the Board, the CEO or these Bylaws from time to time.

(e) Deputy Officers. The Board may create one or more deputy officers whose duties shall be, among any other designated thereto by the Board, to perform the duties of the officer to which such office has been deputized in the event of the unavailability, death or inability or refusal of such officer to act. Deputy officers may hold such titles as designated therefor by the Board; however, any office designated with the prefix "Vice" or "Deputy" shall be, unless otherwise specified by resolution of the Board, automatically a deputy officer to the office with the title of which the prefix term is conjoined. Deputy officers shall have such other duties as prescribed by the Board or the CEO from time to time.

(f) Assistant Officers. The Board may appoint one or more officers who shall be assistants to principal officers of the Corporation, or their deputies, and who shall have such duties as shall be delegated to such assistant officers by the Board or such principal officers, including the authority to perform such functions of those principal officers in the place of and with full authority of such principal officers as shall be designated by the Board or (if so authorized) by such principal officers. The Board may by resolution authorize appointment of assistant officers by those principal officers to which such appointed officers will serve as assistants.

ARTICLE VI

INDEMNIFICATION

Section 6.01 Indemnification.

(a) The Corporation shall indemnify and hold harmless to the full extent permitted by law (as now or hereafter in effect) any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation) by reason of the fact that he or she is or was a director, officer, employee or agent of the Corporation, or, while serving as a director, officer, employee or agent of the Corporation, is or was serving at the request of the Corporation, any other corporation, partnership, joint venture, trust or other enterprise in any capacity, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her in connection with such action, suit or proceeding if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his or her conduct was unlawful. Notwithstanding this Section 6.01(a) or the provisions of Section 6.01(b) hereof, except as otherwise provided in Section 6.01(f) hereof, the Corporation shall be required to indemnify a covered person in connection with a proceeding (or part thereof) commenced by

such covered person only if the commencement of such proceeding (or part thereof) by the covered person was authorized in the specific case by the Board of Directors of the Corporation.

(b) The Corporation shall indemnify and hold harmless to the full extent permitted by law (as now or hereafter in effect) any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that he or she is or was a director, officer, employee or agent of the Corporation, or, while serving as a director, officer, employee or agent of the Corporation, is or was serving at the request of the Corporation another corporation, partnership, joint venture, trust or other enterprise in any capacity against expenses (including attorneys’ fees) actually and reasonably incurred by him or her in connection with the defense or settlement of such action or suit if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Corporation and except that no such indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the Corporation unless and only to the extent that the Delaware Court or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which such Delaware Court or such other court shall deem proper.

(c) To the extent that a present or former director, officer, employee or agent of the Corporation shall be successful on the merits or otherwise in defense of any action, suit or proceeding referred to in paragraphs (a) and (b), or in defense of any claim, issue or matter therein, he or she shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him or her in connection therewith.

(d) Any indemnification under paragraphs (a) and (b) (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the present or former director, officer, employee or agent is proper in the circumstances because he or she has met the applicable standard of conduct set forth in paragraphs (a) and (b). Such determination shall be made, with respect to a person who is a director, officer, employee or agent at the time of such determination, (1) by a majority vote of the directors who are not parties to such action, suit or proceeding, even though less than a quorum, or (2) by a committee of such directors designated by majority vote of such directors, even though less than a quorum, or (3) if there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion, or (4) by the stockholders.

(e) Expenses incurred by an officer or director in defending a civil or criminal action, suit or proceeding shall be paid by the Corporation to the fullest extent permitted by law in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that he or she is not entitled to be indemnified by the Corporation as authorized in this Section 6.01. Such expenses incurred by former directors and officers or other employees and agents may be so paid upon such terms and conditions, if any, as the Corporation deems appropriate.

(f) The indemnification and advancement of expenses provided by, or granted pursuant to, the other paragraphs of this Section 6.01 shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any Bylaw, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in his or her official capacity and as to action in another capacity while holding such office. The provisions of this Section 6.01 shall not be deemed to preclude the indemnification of (or advancement of expenses to) any person who is not specified in Section 6.01(a) or Section 6.01(b) but whom the Corporation has the power or obligation to indemnity under the provisions of the DGCL, or otherwise.

(g) If a claim for indemnification (following the final disposition of a proceeding) or advancement of expenses under this Section 6.01 is not paid in full within 90 days after a written claim therefor has been received by the Corporation, the claimant may file suit to recover the unpaid amount of such claim and, if successful in whole or in part, shall be entitled to be paid the expense of prosecuting such claim to the fullest extent permitted by law. In any such action the Corporation shall have the burden of proving that the claimant was not entitled to the requested indemnification or advancement of expenses under applicable law.

(g) The Board of Directors may authorize, by a vote of a majority of a quorum of the Board of Directors, the Corporation to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation another corporation, partnership, joint venture, trust or other enterprise in any capacity against any liability asserted against him or her and incurred by him or her in any such capacity, or arising out of his or her status as such, whether or not the Corporation would have the power to indemnify him or her against such liability under the provisions of this Section 6.01.

(h) The Board of Directors may authorize the Corporation to enter into a contract with any person who is or was a director, officer, employee or agent of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise providing for indemnification rights equivalent to or, if the Board of Directors so determines, greater than those provided in Section 6.01.

(i) For the purposes of this Section 6.01, references to “the Corporation” shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, employees or agents, so that any person who is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under the provisions of this Section 6.01 with respect to the resulting or surviving corporation as he or she would have with respect to such constituent corporation if its separate existence had continued.

(j) For purposes of this Section 6.01, references to “other enterprises” shall include employee benefit plans; references to “fines” shall include any excise taxes assessed on a person with respect to an employee benefit plan; and references to “serving at the request of the Corporation” shall include service as a director, officer, employee or agent of the Corporation which imposes duties on, or involves services by, such director, officer, employee or agent with respect to an employee benefit plan, its participants or beneficiaries; and a person who acted in good faith and in a manner he or she reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not opposed to the best interest of the Corporation” as referred to in this section.

(k) The indemnification and advancement of expenses provided by, or granted pursuant to, this Section 6.01 shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.

(l) The Corporation’s obligation, if any, to indemnify or to advance expenses to any person who was or is serving at its request another corporation, partnership, joint venture, trust or other enterprise in any capacity shall be reduced by any amount such person may collect as indemnification or advancement of expenses from such other corporation, partnership, joint venture, trust or other enterprise.

(m) Any repeal or modification of the foregoing provisions of this Section 6.01 shall not adversely affect any right or protection hereunder of any person in respect of any proceeding (regardless of when such proceeding is first threatened, commenced or completed) arising out of, or related to, any act or omission occurring prior to the time of such repeal or modification.

ARTICLE VII

CERTIFICATES OF STOCK

Section 7.01 Certificates. The shares of the Corporation shall be represented by certificates, provided that the Board of Directors may provide by resolution or resolutions that some or all of any or all classes or series of the Corporation’s stock shall be uncertificated shares. Any such resolution shall not apply to shares represented by a certificate until such certificate is surrendered to the Corporation. Every holder of stock represented by certificates shall be entitled to have a certificate signed by, or in the name of the Corporation by, the Chairperson, or the President or a Vice President, and by the Secretary or an Assistant Secretary, or the Treasurer or an Assistant Treasurer of the Corporation, representing the number of shares registered in certificate form. Any or all of the signatures on the certificate may be a facsimile. In case any officer, transfer agent, or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent, or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if he or she were such officer, transfer agent, or registrar at the date of issue.

Section 7.02 Transfer. The issue, transfer, conversion and registration of stock certificates or uncertificated shares shall be governed by such other regulations as the Board of Directors may establish.

Section 7.03 Lost, Stolen or Destroyed Certificates. The Corporation may issue a new certificate of stock or uncertificated shares in the place of any certificate previously issued by it, alleged to have been lost, stolen or destroyed, and the Corporation may require the owner of the lost, stolen or destroyed certificate, or such owner’s legal representative, to agree to indemnify the Corporation and/or to give the Corporation a bond sufficient to indemnify it, against any claim that may be made against it on account of the alleged loss, theft or destruction of any such certificate or the issuance of such new certificate or uncertificated shares.

Section 7.04 Fixing the Record Date.

(a) In order that the Corporation may determine the stockholders entitled to notice of any meeting of stockholders or any adjournment thereof, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall, unless otherwise required by law, not be more than sixty (60) nor less than ten (10) days before the date of such meeting. If the Board of Directors so fixes a date, such date shall also be the record date for determining the stockholders entitled to vote at such meeting unless the Board of Directors determines, at the time it fixes such record date, that a later date on or before the date of the meeting shall be the date for making such determination. If no record date is fixed by the Board of Directors, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for determination of stockholders entitled to vote at the adjourned meeting, and in such case shall also fix as the record date for stockholders entitled to notice of such adjourned meeting the same or an earlier date as that fixed for determination of stockholders entitled to vote in accordance herewith at the adjourned meeting.

(b) In order that the Corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall not be more than sixty (60) days prior to such action. If no such record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.

(c) In order that the Corporation may determine the stockholders entitled to express consent to corporate action in writing without a meeting at any time prior to the 50% Trigger Date, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall not be more than ten (10) days after the date upon which the resolution fixing the record date is adopted by the Board of Directors. If no record date for determining stockholders entitled to express consent to corporate action in writing without a meeting is fixed by the Board of Directors, (i) when no prior action of the Board of Directors is

required by law, the record date for such purpose shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the corporation in accordance with applicable law, and (ii) if prior action by the Board of Directors is required by law, the record date for such purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution taking such prior action.

Section 7.05 Registered Stockholders. The Corporation shall be entitled to treat the holder of record of any share or shares of stock as the holder in fact thereof and accordingly shall not be bound to recognize any equitable or other claim or interest in such share on the part of any other person, whether or not it shall have express or other notice thereof, save as expressly provided by the laws of the State of Delaware.

ARTICLE VIII
GENERAL PROVISIONS

Section 8.01 Dividends. Dividends upon the capital stock of the Corporation, subject to the provisions of the Certificate of Incorporation, if any, may be declared by the Board of Directors at any regular or special meeting, pursuant to law. Dividends may be paid in cash, in property, or in shares of the capital stock, subject to the provisions of the Certificate of Incorporation.

Before payment of any dividend there may be set aside out of any funds of the Corporation available for dividends such sum or sums as the directors from time to time, in their absolute discretion, think proper as a reserve fund to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the Corporation, or for such other purpose as the directors shall think conducive to the interests of the Corporation, and the directors may abolish any such reserve.

Section 8.02 Checks. All checks or demands for money and notes of the Corporation shall be signed by such officer or officers as the Board of Directors may from time to time designate.

Section 8.03 Fiscal Year. The fiscal year of the Corporation shall be fixed by resolution of the Board of Directors.

Section 8.04 Seal. The Board of Directors may provide for a corporate seal, which shall have the name of the Corporation inscribed thereon and shall otherwise be in such form as may be approved from time to time by the Board of Directors. Said seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.

Section 8.05 Waiver of Notice. Whenever any notice is required to be given under applicable law or the Certificate of Incorporation or these Bylaws, a waiver thereof in writing, signed by the person or persons entitled to said notice, or a waiver by Electronic Transmission by the person entitled to notice, whether before or after the time stated therein, shall be deemed equivalent thereto. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the stockholders, directors or members of a committee of directors need be specified in any written waiver of notice or any waiver by Electronic

Transmission, unless so required by the Certificate of Incorporation. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened.

ARTICLE IX
AMENDMENTS

Section 9.01 Amendments. These Bylaws may be amended or repealed, in whole or in part, or new Bylaws may be adopted by the Board or by the stockholders as expressly provided in the Certificate of Incorporation.

ARTICLE X
EXCLUSIVE FORUM

Section 10.01 Exclusive Forum. Unless the Corporation consents in writing to the selection of an alternative forum, the Delaware Court shall, to the fullest extent permitted by law, be the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the Corporation, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director or officer of the Corporation to the Corporation or the Corporation’s stockholders, (iii) any action asserting a claim arising pursuant to any provision of the DGCL or these Bylaws or the Certificate of Incorporation or (iv) any action governed by the internal affairs doctrine. Any person or entity purchasing or otherwise acquiring any interest in shares of capital stock of the Corporation shall be deemed to have notice of and consented to the provisions of this Section 10.01.

Exhibit 4.9.6

EXECUTION COPY

SIXTH SUPPLEMENTAL INDENTURE

SIXTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) dated as of November 16, 2018 (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, a “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”).

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; 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 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.

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.

[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, 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

[Sixth Supplemental Indenture (2024 Notes)]

Existing Additional Issuers and Existing Subsidiary Guarantors



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



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

[Sixth 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

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

[Sixth Supplemental Indenture (2024 Notes)]



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

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

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

[Sixth Supplemental Indenture (2024 Notes)]



USM MANUFACTURING L.L.C. LLANO LOGISTICS, INC.
By:	/s/ Bradley R. Beckstrom
	Name:	Bradley R. Beckstrom
	Title:	Group Vice President, Real Estate & Business Law & Assistant Secretary

[Sixth 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 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

[Sixth 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

[Sixth Supplemental Indenture (2024 Notes)]



GENUARDI’S FAMILY MARKETS LP
By:	GFM HOLDINGS, its general partner
By:	/s/ Laura A. Donald
	Name:	Laura A. Donald
	Title:	Vice President & Assistant Secretary

[Sixth 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

[Sixth Supplemental Indenture (2024 Notes)]



RANDALL’S MANAGEMENT COMPANY, INC. RANDALL’S BEVERAGE COMPANY, INC.
By:	/s/ Gary Owen
	Name:	Gary Owen
	Title:	Vice President

[Sixth Supplemental Indenture (2024 Notes)]



RANDALL’S INVESTMENTS, INC.
By:	/s/ Elizabeth A. Harris
	Name:	Elizabeth A. Harris
	Title:	Vice President & Secretary

[Sixth 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

[Sixth Supplemental Indenture (2024 Notes)]



AB MANAGEMENT SERVICES CORP.
By:	/s/ Robert B. Dimond
	Name:	Robert B. Dimond
	Title:	Executive Vice President & Chief Financial Officer

[Sixth Supplemental Indenture (2024 Notes)]



ABS REAL ESTATE COMPANY LLC
By:	/s/ Robert Gordon
	Name:	Robert Gordon
	Title:	Executive Vice President, General Counsel & Secretary

[Sixth Supplemental Indenture (2024 Notes)]



ALBERTSONS STORE’S SUB HOLDINGS LLC
By:	/s/ Bradley R. Beckstrom
	Name:	Bradley R. Beckstrom
	Title:	Group Vice President, Real Estate & Business Law & Assistant Secretary



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

[Sixth Supplemental Indenture (2024 Notes)]



NAI HOLDINGS GP LLC
By:	/s/ Robert B. Dimond
	Name:	Robert B. Dimond
	Title:	Executive Vice President & Chief Financial Officer

[Sixth Supplemental Indenture (2024 Notes)]



DINEINFRESH, INC.
By:	/s/ Laura A. Donald
	Name:	Laura A. Donald
	Title:	Vice President, Corporate Law & Assistant Secretary

[Sixth Supplemental Indenture (2024 Notes)]

New Additional Issuer and New Subsidiary Guarantor



INFINITE AISLE LLC
By:	/s/ Laura A. Donald
	Name:	Laura A. Donald
	Title:	Vice President & Assistant Secretary

[Sixth Supplemental Indenture (2024 Notes)]



WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee
By:	/s/ Hallie E. Field
	Name:	Hallie E. Field
	Title:	Assistant Vice President

[Sixth Supplemental Indenture (2024 Notes)]

Exhibit 4.9.7

EXECUTION COPY

SEVENTH SUPPLEMENTAL INDENTURE

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”).

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 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;

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.

(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. 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.

[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, 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: 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

[Seventh Supplemental Indenture (2024 Notes)]

Existing Additional Issuers and Existing Subsidiary Guarantors

UNITED SUPERMARKETS, L.L.C.

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

SPIRIT ACQUISITION HOLDINGS LLC

By: /s/ Bradley R. Beckstrom

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

[Seventh 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

[Seventh 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 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 R. Beckstrom

Name: Bradley R. Beckstrom


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

[Seventh Supplemental Indenture (2024 Notes)]

GOOD SPIRITS LLC

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

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

[Seventh 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 R. Beckstrom

Name: Bradley R. Beckstrom


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

[Seventh 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 R. Beckstrom

Name: Bradley R. Beckstrom


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

[Seventh Supplemental Indenture (2024 Notes)]

USM MANUFACTURING L.L.C.

LLANO LOGISTICS, INC.

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

[Seventh 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 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

[Seventh 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

[Seventh 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

[Seventh 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

[Seventh Supplemental Indenture (2024 Notes)]

RANDALL’S MANAGEMENT COMPANY, INC.

RANDALL’S BEVERAGE COMPANY, INC.

By: /s/ Gary Owen

Name: Gary Owen


Title:	Vice President

[Seventh Supplemental Indenture (2024 Notes)]

RANDALL’S INVESTMENTS, INC.

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

Title: Vice President & Secretary

[Seventh 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

[Seventh Supplemental Indenture (2024 Notes)]

AB MANAGEMENT SERVICES CORP.

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

[Seventh Supplemental Indenture (2024 Notes)]

ABS REAL ESTATE COMPANY LLC

By:    /s/ Robert A. Gordon
    Name:    Robert A. Gordon
    Title:    Executive Vice President, General
        Counsel & Secretary

[Seventh Supplemental Indenture (2024 Notes)]

ALBERTSON’S STORES SUB 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

[Seventh Supplemental Indenture (2024 Notes)]

NAI HOLDINGS GP LLC


By:	/s/ Robert Dimond Name: Robert Dimond Title: Executive Vice President &

Chief Financial Officer

[Seventh Supplemental Indenture (2024 Notes)]

DINEINFRESH, INC.

By: /s/ Laura A. Donald

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

[Seventh Supplemental Indenture (2024 Notes)]

INFINITE AISLE LLC

By: /s/ Laura A. Donald

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

[Seventh Supplemental Indenture (2024 Notes)]

New Additional Issuer and New Subsidiary Guarantor

JA PROCUREMENT LLC

By: /s/ Laura A. Donald

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

Law & Assistant Secretary

[Seventh Supplemental Indenture (2024 Notes)]

WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee

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

[Seventh Supplemental Indenture (2024 Notes)]

Exhibit 4.10.6

EXECUTION COPY

SIXTH SUPPLEMENTAL INDENTURE

SIXTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) dated as of November 16, 2018 (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, a “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”).

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 August 9, 2016, providing for the issuance of the Issuers’ 5.750% Senior Notes due 2025 (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;

2. Subsidiary Guarantee.

(b) The 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.

3. Agreement to Assume Issuer Obligations.

(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. 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.

[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, 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

[Sixth Supplemental Indenture (2025 Notes)]

Existing Additional Issuers and Existing Subsidiary Guarantors



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



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

[Sixth Supplemental Indenture (2025 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

[Sixth Supplemental Indenture (2025 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 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 R. Beckstrom
	Name:	Bradley R. Beckstrom
	Title:	Group Vice President, Real Estate & Business Law & Assistant Secretary

[Sixth Supplemental Indenture (2025 Notes)]



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

[Sixth Supplemental Indenture (2025 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 R. Beckstrom
	Name:	Bradley R. Beckstrom
	Title:	Group Vice President, Real Estate & Business Law & Assistant Secretary

[Sixth Supplemental Indenture (2025 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 R. Beckstrom
	Name:	Bradley R. Beckstrom
	Title:	Group Vice President, Real Estate & Business Law & Assistant Secretary

[Sixth Supplemental Indenture (2025 Notes)]



USM MANUFACTURING L.L.C. LLANO LOGISTICS, INC.
By:	/s/ Bradley R. Beckstrom
	Name:	Bradley R. Beckstrom
	Title:	Group Vice President, Real Estate & Business Law & Assistant Secretary

[Sixth Supplemental Indenture (2025 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 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

[Sixth Supplemental Indenture (2025 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

[Sixth Supplemental Indenture (2025 Notes)]



GENUARDI’S FAMILY MARKETS LP
By:	GFM HOLDINGS, its general partner
By:	/s/ Laura A. Donald
	Name:	Laura A. Donald
	Title:	Vice President & Assistant Secretary

[Sixth Supplemental Indenture (2025 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

[Sixth Supplemental Indenture (2025 Notes)]



RANDALL’S MANAGEMENT COMPANY, INC. RANDALL’S BEVERAGE COMPANY, INC.
By:	/s/ Gary Owen
	Name:	Gary Owen
	Title:	Vice President

[Sixth Supplemental Indenture (2025 Notes)]



RANDALL’S INVESTMENTS, INC.
By:	/s/ Elizabeth A. Harris
	Name:	Elizabeth A. Harris
	Title:	Vice President & Secretary

[Sixth Supplemental Indenture (2025 Notes)]



ALBERTSON’S STORES SUB LLC
By:	/s/ Bradley Beckstrom
	Name:	Bradley Beckstrom
	Title:	Group Vice President, Real Estate & Business Law & Assistant Secretary

[Sixth Supplemental Indenture (2025 Notes)]



AB MANAGEMENT SERVICES CORP.
By:	/s/ Robert B. Dimond
	Name:	Robert B. Dimond
	Title:	Executive Vice President & Chief Financial Officer

[Sixth Supplemental Indenture (2025 Notes)]



ABS REAL ESTATE COMPANY LLC
By:	/s/ Robert Gordon
	Name:	Robert Gordon
	Title:	Executive Vice President, General Counsel & Secretary

[Sixth Supplemental Indenture (2025 Notes)]



ALBERTSONS STORE’S SUB HOLDINGS LLC
By:	/s/ Bradley R. Beckstrom
	Name:	Bradley R. Beckstrom
	Title:	Group Vice President, Real Estate & Business Law & Assistant Secretary



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

[Sixth Supplemental Indenture (2025 Notes)]



NAI HOLDINGS GP LLC
By:	/s/ Robert B. Dimond
	Name:	Robert B. Dimond
	Title:	Executive Vice President & Chief Financial Officer

[Sixth Supplemental Indenture (2025 Notes)]



DINEINFRESH, INC.
By:	/s/ Laura A. Donald
	Name:	Laura A. Donald
	Title:	Vice President, Corporate Law & Assistant Secretary

[Sixth Supplemental Indenture (2025 Notes)]

New Additional Issuer and New Subsidiary Guarantor



INFINITE AISLE LLC
By:	/s/ Laura A. Donald
	Name:	Laura A. Donald
	Title:	Vice President & Assistant Secretary

[Sixth Supplemental Indenture (2025 Notes)]



WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee
By:	/s/ Hallie E. Field
	Name:	Hallie E. Field
	Title:	Assistant Vice President

[Sixth Supplemental Indenture (2025 Notes)]

Exhibit 4.10.7

EXECUTION COPY

SEVENTH SUPPLEMENTAL INDENTURE

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 August 9, 2016, providing for the issuance of the Lead Issuers’ 5.750% Senior Notes due 2025 (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;

2. Subsidiary Guarantee.

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.

(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. 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.

[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, 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

[Seventh Supplemental Indenture (2025 Notes)]

Existing Additional Issuers and Existing Subsidiary Guarantors

UNITED SUPERMARKETS, L.L.C.

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

SPIRIT ACQUISITION HOLDINGS LLC

By: /s/ Bradley R. Beckstrom

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

[Seventh Supplemental Indenture (2025 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

[Seventh Supplemental Indenture (2025 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 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 R. Beckstrom

Name: Bradley R. Beckstrom


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

[Seventh Supplemental Indenture (2025 Notes)]

GOOD SPIRITS LLC

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

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

[Seventh Supplemental Indenture (2025 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 R. Beckstrom

Name: Bradley R. Beckstrom


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

[Seventh Supplemental Indenture (2025 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 R. Beckstrom

Name: Bradley R. Beckstrom


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

[Seventh Supplemental Indenture (2025 Notes)]

USM MANUFACTURING L.L.C.

LLANO LOGISTICS, INC.

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

[Seventh Supplemental Indenture (2025 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 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

[Seventh Supplemental Indenture (2025 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

[Seventh Supplemental Indenture (2025 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

[Seventh Supplemental Indenture (2025 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

[Seventh Supplemental Indenture (2025 Notes)]

RANDALL’S MANAGEMENT COMPANY, INC.

RANDALL’S BEVERAGE COMPANY, INC.

By: Gary Owen

Name: Gary Owen


Title:	Vice President

[Seventh Supplemental Indenture (2025 Notes)]

RANDALL’S INVESTMENTS, INC.

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

Title: Vice President & Secretary

[Seventh Supplemental Indenture (2025 Notes)]

ALBERTSON’S STORES SUB LLC

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

[Seventh Supplemental Indenture (2025 Notes)]

AB MANAGEMENT SERVICES CORP.

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

[Seventh Supplemental Indenture (2025 Notes)]

ABS REAL ESTATE COMPANY LLC

By:    /s/ Robert A. Gordon
    Name:    Robert A. Gordon
    Title:    Executive Vice President, General
        Counsel & Secretary

[Seventh Supplemental Indenture (2025 Notes)]

ALBERTSON’S STORES SUB 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

[Seventh Supplemental Indenture (2025 Notes)]

NAI HOLDINGS GP LLC


By:	/s/ Robert Dimond Name: Robert Dimond Title: Executive Vice President &

Chief Financial Officer

[Seventh Supplemental Indenture (2025 Notes)]

DINEINFRESH, INC.

By: /s/ Laura A. Donald

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

[Seventh Supplemental Indenture (2025 Notes)]

INFINITE AISLE LLC

By: /s/ Laura A. Donald

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

[Seventh Supplemental Indenture (2025 Notes)]

New Additional Issuer and New Subsidiary Guarantor

JA PROCUREMENT LLC

By: /s/ Laura A. Donald

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

Law & Assistant Secretary

[Seventh Supplemental Indenture (2025 Notes)]

WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee

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

[Seventh Supplemental Indenture (2025 Notes)]

Exhibit 4.11.1

EXECUTION COPY

FIRST SUPPLEMENTAL INDENTURE

FIRST 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 “Issuers"), the Existing Guarantors that are signatories hereto under the heading Existing Guarantors (each, an “Existing Guarantor,” and collectively, the “Existing Guarantors”), the New Guarantor signatory hereto under the heading New Guarantor (the “New Guarantor”) 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 Issuers and the Existing Guarantors have executed and delivered to the Trustee an indenture (as amended, supplemented or otherwise modified, the “Indenture”) dated as February 5, 2019, providing for the issuance of the Issuers’ 7.5% Senior Notes due 2026 (the “Securities”), initially in the aggregate principal amount of $600,000,000; and

WHEREAS pursuant to Section 9.01 of the Indenture, the Trustee and the Company are authorized to execute and deliver this Supplemental Indenture;

2. Subsidiary Guarantee.

(a) Each Existing 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) The New 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.

3. 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.

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

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

6. 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.

7. 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.

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

[First Supplemental Indenture (2026 Notes)]

Existing Guarantors

UNITED SUPERMARKETS, L.L.C.

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

SPIRIT ACQUISITION HOLDINGS LLC

By: /s/ Bradley R. Beckstrom

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

[First Supplemental Indenture (2026 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

[First Supplemental Indenture (2026 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 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 R. Beckstrom

Name: Bradley R. Beckstrom


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

[First Supplemental Indenture (2026 Notes)]

GOOD SPIRITS LLC

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

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

[First Supplemental Indenture (2026 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 R. Beckstrom

Name: Bradley R. Beckstrom


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

[First Supplemental Indenture (2026 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 R. Beckstrom

Name: Bradley R. Beckstrom


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

[First Supplemental Indenture (2026 Notes)]

USM MANUFACTURING L.L.C.

LLANO LOGISTICS, INC.

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

[First Supplemental Indenture (2026 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 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

[First Supplemental Indenture (2026 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

[First Supplemental Indenture (2026 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

[First Supplemental Indenture (2026 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

[First Supplemental Indenture (2026 Notes)]

RANDALL’S MANAGEMENT COMPANY, INC.

RANDALL’S BEVERAGE COMPANY, INC.

By: /s/ Gary Owen

Name: Gary Owen


Title:	Vice President

[First Supplemental Indenture (2026 Notes)]

RANDALL’S INVESTMENTS, INC.

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

Title: Vice President & Secretary

[First Supplemental Indenture (2026 Notes)]

ALBERTSON’S STORES SUB LLC

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

[First Supplemental Indenture (2026 Notes)]

AB MANAGEMENT SERVICES CORP.

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

[First Supplemental Indenture (2026 Notes)]

ABS REAL ESTATE COMPANY LLC

By:    /s/ Robert A. Gordon
    Name:    Robert A. Gordon
    Title:    Executive Vice President, General
        Counsel & Secretary

[First Supplemental Indenture (2026 Notes)]

ALBERTSON’S STORES SUB 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

[First Supplemental Indenture (2026 Notes)]

NAI HOLDINGS GP LLC


By:	/s/ Robert Dimond Name: Robert Dimond Title: Executive Vice President &

Chief Financial Officer

[First Supplemental Indenture (2026 Notes)]

DINEINFRESH, INC.

By: /s/ Laura A. Donald

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

Assistant Secretary

[First Supplemental Indenture (2026 Notes)]

INFINITE AISLE LLC

By: /s/ Laura A. Donald

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

[First Supplemental Indenture (2026 Notes)]

New Guarantor

JA PROCUREMENT LLC

By: /s/ Laura A. Donald

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

Law & Assistant Secretary

[First Supplemental Indenture (2026 Notes)]

WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee

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

[First Supplemental Indenture (2026 Notes)]

Exhibit 10.10

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (this “Agreement”), dated as of August 1, 2017 (the “Effective Date”), between AB Management Services Corp., a Delaware corporation (the “Company”), and Susan Morris (the “Executive,” and together with the Company, the “Parties”).

WHEREAS, the Executive is currently employed by the Company; and

WHEREAS, the Parties desire to set forth the terms and conditions of the Executive’s continued employment with the Company under this Agreement.

NOW THEREFORE, in consideration of the foregoing and of the mutual covenants and agreements set forth herein and other good and valuable consideration, the Parties agree to the following:

1. Employment and Acceptance. The Company shall continue to employ the Executive, and the Executive shall accept employment with the Company, subject to the terms of this Agreement effective on the Effective Date.

2. Term. Subject to earlier termination pursuant to Section 5 of this Agreement, this Agreement and the employment relationship hereunder shall continue from the Effective Date until January 30, 2020 (the “Term Date”). As used in this Agreement, the “Term” shall refer to the period beginning on the Effective Date and ending on the date the Executive’s employment hereunder terminates in accordance with this Section 2 or Section 5. In the event that the Executive’s employment with the Company terminates (such date, the “Termination Date”) prior to the Term Date, the Company’s obligation to continue to pay all base salary, as adjusted, bonus and other benefits then accrued shall terminate except as may be provided for in Section 5 of this Agreement.

3. Duties and Title.

3.1 Title. The Executive shall be employed to render exclusive and full-time services to the Company and its subsidiaries and affiliates. The Executive shall serve in the capacity of Executive Vice President Retail Operations - West.

3.2 Duties. The Executive shall have such authority and responsibilities and shall perform such executive duties customarily performed by a similarly titled executive of a company in similar lines of business as the Company, its subsidiaries and its affiliates or as may be assigned to the Executive by the Chief Operating Officer of the Company (the “COO”). The Executive shall devote all of the Executive’s full working-time and best efforts to the performance of such duties and to the promotion of the business and interests of the Company, its subsidiaries and its affiliates. Notwithstanding the foregoing, during the Term, subject to disclosure to, and approval by, the Board of Directors of the Company (the “Board”) or the COO, the Executive may (a) continue to serve on any boards of directors upon which the Executive serves as of the Effective Date, and (b) serve on other corporate, industry, civic or charitable boards and committees, provided that with respect to (a) and (b), (x) such activities, in the Board’s or COO’s discretion, do not materially interfere with and are not inconsistent with

the Executive’s performance of the Executive’s duties under this Agreement and (y) any such entity does not engage in the “Business” (as defined below).

4. Compensation and Benefits by the Company.

4.1 Base Salary. During the Term, the Company shall pay to the Executive an annual base salary of $700,000, payable in accordance with the customary payroll practices of the Company (“Base Salary”). The Executive shall be entitled to such increases, if any, in Base Salary as may be determined from time to time by the Board or the compensation committee of the Board (the “Compensation Committee”).

4.2 Bonuses. During the Term, the Executive shall be eligible to receive a bonus or bonuses (collectively, the “Bonus”) for each fiscal year of the Company subject to a plan (or plans) established by the Company (the “Bonus Plan”) in an amount determined by the Board (or the Compensation Committee) based upon achievement of performance measures derived from the business plan presented by management and approved by the Board (or the Compensation Committee). The target amount of the Executive’s Bonus for each fiscal year shall be 60% of the Base Salary (the “Target Bonus”). If such performance measures are only partially achieved or not achieved, the Executive shall only be entitled to such Bonus, if any, as provided under the applicable Bonus Plan or as otherwise determined in the sole discretion of the Board (or the Compensation Committee).

4.3 Participation in Employee Benefit Plans. The Executive shall be entitled, if and to the extent eligible, to participate in all of the applicable benefit plans of the Company or its affiliates, which may be available to other senior executives of the Company, on the same terms as such other executives. The Company or its affiliates may at any time or from time to time amend, modify, suspend or terminate any employee benefit plan, program or arrangement for any reason without the Executive’s consent if such amendment, modification, suspension or termination is consistent with the amendment, modification, suspension or termination for other similarly-situated employees of the Company and its affiliates.

4.4 Expense Reimbursement. The Executive shall be entitled to receive reimbursement for all of the Executive’s appropriate business expenses incurred in connection with the Executive’s duties under this Agreement in accordance with the policies of the Company as in effect from time to time, as well as reimbursement for the costs incurred by the Executive in connection with the preparation of the Executive’s applicable tax returns, up to a maximum of $8,000 annually.

5. Termination of Employment.

5.1 By the Company for Cause or by the Executive Without Good Reason. If: (i) the Company terminates the Executive’s employment with the Company for “Cause” (as defined below); or (ii) the Executive voluntarily terminates the Executive’s employment without “Good Reason” (as defined below), the Executive shall be entitled to receive the following:

(a) payment for accrued but unused vacation days, payable in accordance with Company policy;

(b) the Executive’s accrued but unpaid Base Salary and vested benefits, if any, through the Termination Date;

(c) the earned but unpaid portion of any Bonus earned in respect of any completed performance period prior to the Termination Date; and

(d) expenses reimbursable under Section 4.4 incurred but not yet reimbursed to the Executive through the Termination Date (Sections 5.1(a), 5.1(b), 5.1(c) and 5.1(d), collectively, the “Accrued Benefits”).

For the purposes of this Agreement, “Cause” means, as determined by the Board (or its designee), with respect to conduct during the Executive’s employment with the Company, whether or not committed during the Term, (i) conviction of a felony by the Executive; (ii) acts of intentional dishonesty by the Executive resulting or intending to result in personal gain or enrichment at the expense of the Company, its subsidiaries or its affiliates; (iii) the Executive’s material breach of the Executive’s obligations under this Agreement; (iv) conduct by the Executive in connection with the Executive’s duties hereunder that is fraudulent, unlawful or grossly negligent; (v) engaging in personal conduct by the Executive (including but not limited to employee harassment or discrimination, the use or possession at work of any illegal controlled substance) which seriously discredits or damages the Company, its subsidiaries or its affiliates; (vi) contravention of specific lawful direction from the Board or (vii) breach of the Executive’s covenants set forth in Section 6 below before termination of employment. The Executive shall have fifteen (15) business days after notice from the Company to cure the deficiency leading to the Cause determination (except with respect to (i) above), if curable. A termination for “Cause” shall be effective immediately (or on such other date set forth by the Company).

For the purposes of this Agreement, “Good Reason” means the occurrence of one or more of the following events (regardless of whether any other reason, other than Cause, for such termination exists or has occurred): (i) a reduction in the Executive’s Base Salary or Target Bonus, provided that, the Company may at any time or from time to time amend, modify, suspend or terminate any bonus, incentive compensation or other benefit plan or program provided to the Executive for any reason and without the Executive’s consent if such modification, suspension or termination (x) is a result of the underperformance of the Company under its business plan, or (y) is consistent with an “across the board” reduction for all senior executives of the Company, and, in each case, is undertaken in the Board’s reasonable business judgment, acting in good faith, and engaging in fair dealing with the Executive; or (ii) without the Executive’s prior written consent, relocation of the Executive’s principal location of work to any location that is in excess of fifty (50) miles from the location thereof on the Effective Date.

The Company shall have fifteen (15) business days after receipt from the Executive of a written notice specifying the deficiency to cure the deficiency that would result in Good Reason.

5.2 Due to Death or Disability. If either: (a) the Executive’s employment terminates due to the Executive’s death; or (b) the Company terminates the Executive’s employment with the Company due to the Executive’s “Disability” (as defined below), the Executive or the Executive’s beneficiaries (in the case of the Executive’s death), shall be entitled

to receive (i) the Accrued Benefits and (ii) subject to Section 5.4, a lump sum payment in an amount equal twenty-five percent (25%) of the Executive’s then Base Salary.

For the purposes of this Agreement, “Disability” means a determination by the Company in accordance with applicable law that as a result of a physical or mental injury or illness, the Executive is unable to perform the essential functions of the Executive’s job with or without reasonable accommodation for a period of (i) ninety (90) consecutive days; or (ii) one hundred eighty (180) days in any one (1) year period.

The Company shall have no obligation to provide the benefits set forth above (other than the Accrued Benefits) in the event that the Executive breaches the provisions of Section 6.

5.3 By the Company Without Cause or By the Executive for Good Reason. If the Company terminates the Executive’s employment without Cause or the Executive the Executive voluntarily terminates the Executive’s employment for Good Reason, the Executive shall be entitled to receive the Accrued Benefits and, subject to Section 5.4:

(a) a lump sum payment in an amount equal to two hundred percent (200%) of the sum of (i) the Base Salary, plus (ii) the Target Bonus, each based on the then Base Salary; and

(b) reimbursement on a monthly basis of the cost of continuation coverage of group health coverage (including family coverage) for twelve (12) months; provided that the Executive elects continuation coverage under a policy, plan, program or arrangement of the Company or its affiliate pursuant to COBRA. The twelve (12) month period shall include, and run concurrently with, the maximum continuation coverage period pursuant to COBRA. If, and to the extent, that any benefit described in this Section 5.3(c) cannot be paid or provided under any policy, plan, program or arrangement of the Company, then the Company itself shall pay or provide for the payment to the Executive, the Executive’s dependents, eligible family members and beneficiaries, of such benefits, along with, in the case of any benefit described in this Section 5.3(c) which is subject to tax because it is not or cannot be paid or provided under any such policy, plan, program or arrangement of the Company, an additional amount such that after payment by the Executive, or the Executive’s dependents, eligible family members or beneficiaries, as the case may be, of all taxes so imposed, the recipient retains an amount equal to such taxes. Notwithstanding the foregoing, benefits under this Section 5.3(c) shall cease when the Executive is covered under another group health plan.

5.4 Continued Compliance and Release. The Company shall have no obligation to provide the payments and benefits provided in Section 5.2 and Section 5.3 (other than the Accrued Benefits) (the “Severance Benefits”) in the event (a) the Executive breaches the provisions of Section 6 of this Agreement and (b) unless the Executive signs, and does not revoke, a valid release agreement in a form reasonably acceptable to the Company (the “Release”), not later than sixty (60) days following the Termination Date. If the Severance Benefits are subject to Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), such Severance Benefits shall begin (or be paid, as applicable) on the first pay period following the date that is sixty (60) days after the Termination Date. If the Severance Benefits

are not otherwise subject to Section 409A of the Code, they shall begin (or be paid, as applicable) on the first pay period after the Release becomes effective.

5.5 No Mitigation. The obligations of the Company to the Executive which arise upon the termination of the Executive’s employment pursuant to this Section 5 shall not be subject to mitigation or offset.

5.6 Removal from any Boards and Position. If the Executive’s employment is terminated for any reason under this Agreement, the Executive shall be deemed to resign (i) if a member, from the Board or board of directors of any subsidiary or affiliate of the Company or any other board to which the Executive has been appointed or nominated by or on behalf of the Company and (ii) from any position with the Company or any subsidiary or affiliate of the Company, including, but not limited to, as an officer of the Company and any of its subsidiaries.

5.7 Continued Employment Beyond the Expiration of the Term. Unless the Company and the Executive otherwise agree in writing, continuation of the Executive’s employment with the Company beyond the expiration of the Term shall be deemed an employment at-will and shall not be deemed to extend any of the provisions of this Agreement and the Executive’s employment may thereafter be terminated at will by either the Executive or the Company; provided that Sections 6, 7, 8, 9.7 and 9.12 of this Agreement shall survive any termination of this Agreement or the termination of the Executive’s employment hereunder.

6. Restrictions and Obligations of the Executive.

6.1 Confidentiality.

(a) During the course of the Executive’s employment by the Company and its affiliates (prior to, during, and if applicable, after, the Term), the Executive has had and shall have access to certain trade secrets and confidential information relating to the Company, its subsidiaries and its affiliates (the “Protected Parties”) which is not readily available from sources outside the Protected Parties. The confidential and proprietary information and, in any material respect, trade secrets of the Protected Parties are among their most valuable assets, including but not limited to, their customer, supplier and vendor lists, databases, competitive strategies, computer programs, frameworks, or models, their marketing programs, their sales, financial, marketing, training and technical information, their product development (and proprietary product data) and any other information, whether communicated orally, electronically, in writing or in other tangible forms concerning how the Protected Parties create, develop, acquire or maintain their products and marketing plans, target their potential customers and operate their retail and other businesses. The Protected Parties invested, and continue to invest, considerable amounts of time and money in their process, technology, know-how, obtaining and developing the goodwill of their customers, their other external relationships, their data systems and data bases, and all the information described above (hereinafter collectively referred to as “Confidential Information”), and any misappropriation or unauthorized disclosure of Confidential Information in any form would irreparably harm the Protected Parties. The Executive acknowledges that such Confidential Information constitutes valuable, highly confidential, special and unique property of the Protected Parties. The Executive shall hold in a fiduciary capacity for the benefit of the Protected Parties all Confidential Information relating to

the Protected Parties and their businesses, which shall have been obtained by the Executive during the Executive’s employment by the Company or its affiliates and which shall not be or become public knowledge (other than by acts by the Executive or representatives of the Executive in violation of this Agreement). Except as required by law or an order of a court or governmental agency with jurisdiction, the Executive shall not, during the period the Executive is employed by the Company, its subsidiaries or its affiliates, or at any time thereafter disclose any Confidential Information, directly or indirectly, to any person or entity, nor shall the Executive use it in any way, except in the course of the Executive’s employment with, and for the benefit of, the Protected Parties or to enforce any rights or defend any claims hereunder or under any other agreement to which the Executive is a party, provided that such disclosure is relevant to the enforcement of such rights or defense of such claims and is only disclosed in the formal proceedings related thereto. The Executive shall take all reasonable steps to safeguard the Confidential Information and to protect it against disclosure, misuse, espionage, loss and theft. The Executive understands and agrees that the Executive shall acquire no rights to any such Confidential Information.

(b) All files, records, documents, drawings, specifications, data, computer programs, evaluation mechanisms and analytics and similar items relating thereto or to the Business, as well as all customer lists, specific customer information, compilations of product research and marketing techniques of the Company and its affiliates, whether prepared by the Executive or otherwise coming into the Executive’s possession, shall remain the exclusive property of the Company, its subsidiaries and its affiliates, and the Executive shall not remove any such items from the premises of the Company, its subsidiaries and its affiliates, except in furtherance of the Executive’s duties under any employment agreement.

(c) It is understood that while employed by the Company, its subsidiaries or its affiliates, the Executive shall promptly disclose to it, and assign to it the Executive’s interest in any invention, improvement or discovery made or conceived by the Executive, either alone or jointly with others, which arises out of the Executive’s employment. At the Company’s request and expense, the Executive shall assist the Company, its subsidiaries and its affiliates during the period of the Executive’s employment by the Company, its subsidiaries and its affiliates and thereafter in connection with any controversy or legal proceeding relating to such invention, improvement or discovery and in obtaining domestic and foreign patent or other protection covering the same.

(d) As requested by the Company and at the Company’s expense, from time to time and upon the termination of the Executive’s employment with the Company for any reason, the Executive shall promptly deliver to the Company, its subsidiaries and its affiliates all copies and embodiments, in whatever form, of all Confidential Information in the Executive’s possession or within the Executive’s control (including, but not limited to, memoranda, records, notes, plans, photographs, manuals, notebooks, documentation, program listings, flow charts, magnetic media, disks, diskettes, tapes and all other materials containing any Confidential Information) irrespective of the location or form of such material. If requested by the Company, the Executive shall provide the Company with written confirmation that all such materials have been delivered to the Company as provided herein.

(e) The Executive understands that nothing contained in this Agreement limits the Executive’s ability to file a charge or complaint with the Equal Employment Opportunity Commission, the National Labor Relations Board, the Securities and Exchange Commission or any other federal, state or local governmental agency or commission (each, a “Government Agency”). The Executive further understands that this Agreement does not limit the Executive’s ability to communicate with any Government Agency, including to report possible violations of federal law or regulation or making other disclosures that are protected under the whistleblower provisions of federal law or regulation, or otherwise participate in any investigation or proceeding that may be conducted by any Government Agency, including providing documents or other information, without notice to the Company.

(f) This Agreement does not limit the Executive’s right to receive an award for information provided to any Government Agency. The Executive will not be criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (i) is made (x) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and (y) solely for the purpose of reporting or investigating a suspected violation of law; or (ii) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.

6.2 Non-Solicitation or Hire. During the term and for the “Restricted Period”

(as defined below) following the termination of the Executive’s employment for any reason, the Executive shall not directly or indirectly solicit or attempt to solicit or induce, directly or indirectly, (a) any supplier, vendor or service provider to the Company, its subsidiaries or its affiliates to terminate, reduce or alter negatively its relationship with the Company, its subsidiaries or its affiliates or in any manner interfere with any agreement or contract between the Company, its subsidiaries or its affiliates and such supplier, vendor or service provider; or (b) any employee of the Company, its subsidiaries or its affiliates or any person who was an employee of the Company, its subsidiaries or its affiliates during the twelve (12) month period immediately prior to the date the Executive’s employment terminates to terminate such employee’s employment relationship with the Protected Parties in order, in either case, to enter into a similar relationship with the Executive, or any other person or any entity in competition with the Business.

For the purposes of this Agreement, “Restricted Period” means a period equal to the period of severance under Section 5.3(a).

6.3 Non-Competition. During the Term and for the Restricted Period following the termination of the Executive’s employment (for any reason), the Executive shall not, whether individually, as a director, manager, member, stockholder, partner, owner, employee, consultant or agent of any business, or in any other capacity, other than on behalf of the Company, its subsidiaries or its affiliates, organize, establish, own, operate, manage, control, engage in, participate in, invest in, permit the Executive’s name to be used by, act as a consultant or advisor to, render services for (alone or in association with any person, firm, corporation or business organization), or otherwise assist any person or entity that engages in or owns, invests in, operates, manages or controls any venture or enterprise which engages or proposes to engage in any business conducted by the Company, its subsidiaries or its affiliates on the Termination Date or within twelve (12) months of the Executive’s termination of employment in the

geographic locations where the Company, its subsidiaries or its affiliates engage or, to the Executive’s knowledge, propose to engage in such business (the “Business”). Notwithstanding the foregoing, nothing in this Agreement shall prevent the Executive from owning for passive investment purposes not intended to circumvent this Agreement, less than five percent (5%) of the publicly traded common equity securities of any company engaged in the Business (so long as the Executive has no power to manage, operate, advise, consult with or control the competing enterprise and no power, alone or in conjunction with other affiliated parties, to select a director, manager, general partner, or similar governing official of the competing enterprise other than in connection with the normal and customary voting powers afforded the Executive in connection with any permissible equity ownership).

6.4 Property. The Executive acknowledges that all originals and copies of materials, records and documents generated by the Executive or coming into the Executive’s possession during the Executive’s employment by the Company, its subsidiaries or its affiliates are the sole property of the Company, its subsidiaries and its affiliates (“Company Property”). During the Term, and at all times thereafter, the Executive shall not remove, or cause to be removed, from the premises of the Company, its subsidiaries or its affiliates copies of any record, file, memorandum, document, computer related information or equipment, or any other item relating to the business of the Company, its subsidiaries or its affiliates, except in furtherance of the Executive’s duties under this Agreement. When the Executive’s employment with the Company terminates, or upon request of the Company at any time, the Executive shall promptly deliver to the Company all copies of Company Property in the Executive’s possession or control.

6.5 Nondisparagement. The Executive agrees that the Executive shall not at any time (whether during or after the Term) publish or communicate to any person or entity any “Disparaging” (as defined below) remarks, comments or statements concerning the Company, Cerberus Capital Management, L.P., their parents, subsidiaries and affiliates, and their respective present and former members, partners, directors, officers, shareholders, employees, agents, attorneys, successors and assigns. “Disparaging” remarks, comments or statements are those that impugn the character, honesty, integrity or morality or business acumen or abilities in connection with any aspect of the operation of business of the individual or entity being disparaged.

7. Remedies; Specific Performance. The Company and the Executive acknowledge and agree that the Executive’s breach or threatened breach of any of the restrictions set forth in Section 6 shall result in irreparable and continuing damage to the Protected Parties for which there may be no adequate remedy at law and that the Protected Parties shall be entitled to equitable relief, including specific performance and injunctive relief as remedies for any such breach or threatened or attempted breach. The Executive hereby consents to the grant of an injunction (temporary or otherwise) against the Executive or the entry of any other court order against the Executive prohibiting and enjoining the Executive from violating, or directing the Executive to comply with any provision of Section 6. The Executive also agrees that such remedies shall be in addition to any and all remedies, including damages, available to the Protected Parties against the Executive for such breaches or threatened or attempted breaches. In addition, without limiting the Protected Parties’ remedies for any breach of any restriction on the Executive set forth in Section 6, except as required by law, the Executive shall not be entitled to any Severance Benefits if the Executive has breached the covenants applicable to the Executive contained in Section 6, the Executive shall immediately return to the Protected Parties any such

Severance Benefits previously received, upon such a breach, and, in the event of such breach, the Protected Parties shall have no obligation to pay any of the amounts that remain payable by the Company under Section 5.3.

8. Indemnification. The Company agrees, to the extent permitted by applicable law and its organizational documents, to indemnify, defend and hold harmless the Executive from and against any and all losses, suits, actions, causes of action, judgments, damages, liabilities, penalties, fines, costs or claims of any kind or nature (“Indemnified Claim”), including reasonable legal fees and related costs incurred by the Executive in connection with the preparation for or defense of any Indemnified Claim, whether or not resulting in any liability, to which the Executive may become subject or liable or which may be incurred by or assessed against the Executive, relating to or arising out of the Executive’s employment by the Company or the services to be performed pursuant to this Agreement, provided that the Company shall only defend, but not indemnify or hold the Executive harmless, from and against an Indemnified Claim in the event there is a final, non-appealable, determination that the Executive’s liability with respect to such Indemnified Claim resulted from the Executive’s willful misconduct or gross negligence. The Company’s obligations under this section shall be in addition to any other right, remedy or indemnification which the Executive may have or be entitled to at common law or otherwise.

9. Other Provisions.

9.1 Notices. Any notice or other communication required or which may be given hereunder shall be in writing and shall be delivered personally, telegraphed, telexed, sent by facsimile transmission or sent by certified, registered or express mail, postage prepaid or overnight mail and shall be deemed given when so delivered personally, telegraphed, telexed, or sent by facsimile transmission or, if mailed, four (4) days after the date of mailing or one (1) day after overnight mail, as follows:

(a) If the Company, to:

AB Management Services Corp.
Attention: Andrew J. Scoggin
Telephone: (208) 395-5785

(b) If the Executive, to the Executive’s home address reflected in the Company’s records.

9.2 Entire Agreement. This Agreement contains the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior agreements, written or oral, with respect thereto.

9.3 Limitation on Payments and Benefits. Notwithstanding any provision of this Agreement to the contrary, if any amount or benefit to be paid or provided under this Agreement would be an “Excess Parachute Payment,” within the meaning of Section 280G of the Code, but for the application of this sentence, then the payments and benefits to be paid or provided under this Agreement shall be reduced to the minimum extent necessary (but in no

event to less than zero) so that no portion of any such payment or benefit, as so reduced, constitutes an Excess Parachute Payment; provided, however, that the foregoing reduction shall be made only if and to the extent that such reduction would result in an increase in the aggregate payment and benefits to be provided, determined on an after-tax basis (taking into account the excise tax imposed pursuant to Section 4999 of the Code, any tax imposed by any comparable provision of state law, and any applicable federal, state and local income and employment taxes). Whether requested by the Executive or the Company, the determination of whether any reduction in such payments or benefits to be provided under this Agreement or otherwise is required pursuant to the preceding sentence shall be made at the expense of the Company by the Company’s independent accountant. The fact that the Executive’s right to payments or benefits may be reduced by reason of the limitations contained in this Section 9.3 shall not of itself limit or otherwise affect any other rights of the Executive other than pursuant to this Agreement. In the event that any payment or benefit intended to be provided under this Agreement or otherwise is required to be reduced pursuant to this Section 9.3, cash Severance Benefits payable hereunder shall be reduced first, then other cash payments that qualify as Excess Parachute Payments payable to the Executive, then non-cash benefits shall be reduced, as determined by the Company.

9.4 Representations and Warranties by the Executive. The Executive represents and warrants that the Executive is not a party to or subject to any restrictive covenants, legal restrictions or other agreements in favor of any entity or person which would in any way preclude, inhibit, impair or limit the Executive’s ability to perform the Executive’s obligations under this Agreement, including, but not limited to, non-competition agreements, non-solicitation agreements or confidentiality agreements.

9.5 Waiver and Amendments. This Agreement may be amended, modified, superseded, canceled, renewed or extended, and the terms and conditions hereof may be waived, only by a written instrument signed by the Parties or, in the case of a waiver, by the Party waiving compliance. No delay on the part of any Party in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any waiver on the part of any right, power or privilege hereunder, nor any single or partial exercise of any right, power or privilege hereunder, preclude any other or further exercise thereof or the exercise of any other right, power or privilege hereunder.

9.6 Section 409A. The Company and the Executive intend that the payments and benefits provided for in this Agreement either be exempt from Section 409A of the Code, or be provided in a manner that complies with Section 409A of the Code, and any ambiguity herein shall be interpreted so as to be consistent with the intent of this Section 9.6. Notwithstanding anything contained herein to the contrary, to the extent that any Severance Benefits constitute “nonqualified deferred compensation” subject to Section 409A of the Code, all such Severance Benefits shall be paid or provided only upon the Executive’s “separation from service” within the meaning of Section 409A of the Code and the regulations and guidance promulgated thereunder (determined after applying the presumptions set forth in Treas. Reg. Section 1.409A -1(h)(1)). Further, if as of the Executive’s Termination Date, the Executive is a “specified employee” as defined in Section 409A of the Code as determined by the Company in accordance with Section 409A of the Code, and the deferral of the commencement of any payments or benefits otherwise payable hereunder as a result of such termination of employment is necessary

in order to prevent any accelerated or additional tax under Section 409A of the Code, then the Company shall defer the commencement of the payment of any such payments or benefits hereunder (without any reduction in payments or benefits ultimately paid or provided to the Executive) until the date that is at least six (6) months following the Executive’s Termination Date (or the earliest date permitted under Section 409A of the Code), whereupon the Company shall pay the Executive a lump-sum amount equal to the cumulative amounts that would have otherwise been previously paid to the Executive under this Agreement during the period in which such payments or benefits were deferred. Thereafter, payments shall resume in accordance with this Agreement.

Notwithstanding anything to the contrary in this Agreement, in-kind benefits and reimbursements provided under this Agreement during any calendar year shall not affect in-kind benefits or reimbursements to be provided in any other calendar year, other than an arrangement providing for the reimbursement of medical expenses referred to in Section 105(b) of the Code, and are not subject to liquidation or exchange for another benefit. Notwithstanding anything to the contrary in this Agreement, reimbursement requests must be timely submitted by the Executive and, if timely submitted, reimbursement payments shall be promptly made to the Executive following such submission, but in no event later than December 31st of the calendar year following the calendar year in which the expense was incurred. In no event shall the Executive be entitled to any reimbursement payments after December 31st of the calendar year following the calendar year in which the expense was incurred. This paragraph shall only apply to in-kind benefits and reimbursements that would result in taxable compensation income to the Executive.

Additionally, in the event that following the date hereof the Company or the Executive reasonably determines that any compensation or benefits payable under this Agreement may be subject to Section 409A of the Code, the Company and the Executive shall work together to adopt such amendments to this Agreement or adopt other policies or procedures (including amendments, policies and procedures with retroactive effect), or take any other commercially reasonable actions necessary or appropriate to (x) exempt the compensation and benefits payable under this Agreement from Section 409A of the Code and/or preserve the intended tax treatment of the compensation and benefits provided with respect to this Agreement or (y) comply with the requirements of Section 409A of the Code and related Department of Treasury guidance.

9.7 Governing Law, Dispute Resolution and Venue. This Agreement shall be governed and construed in accordance with the laws of the State of Idaho applicable to agreements made and not to be performed entirely within such state, without regard to conflicts of laws principles.

9.8 Assignability by the Company and the Executive. This Agreement, and the rights and obligations hereunder, may not be assigned by the Company or the Executive without written consent signed by the other Party; provided that the Company may assign this Agreement to any successor that continues the business of the Company.

9.9 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original but all of which shall constitute one and the same instrument.

9.10 Headings. The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning of terms contained herein.

9.11 Severability. If any term, provision, covenant or restriction of this Agreement, or any part thereof, is held by a court of competent jurisdiction of any foreign, federal, state, county or local government or any other governmental, regulatory or administrative agency or authority to be invalid, void, unenforceable or against public policy for any reason, the remainder of the terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected or impaired or invalidated. The Executive acknowledges that the restrictive covenants contained in Section 6 are a condition of this Agreement and are reasonable and valid in temporal scope and in all other respects.

9.12 Judicial Modification. If any court determines that any of the covenants in Section 6, or any part of any of them, is invalid or unenforceable, the remainder of such covenants and parts thereof shall not thereby be affected and shall be given full effect, without regard to the invalid portion. If any court determines that any of such covenants, or any part thereof, is invalid or unenforceable because of the geographic or temporal scope of such provision, such court shall reduce such scope to the minimum extent necessary to make such covenants valid and enforceable.

9.13 Tax Withholding. The Company or other payor is authorized to withhold from any benefit provided or payment due hereunder, the amount of withholding taxes due any federal, state or local authority in respect of such benefit or payment and to take such other action as may be necessary in the opinion of the Board to satisfy all obligations for the payment of such withholding taxes.

IN WITNESS WHEREOF, the Parties hereto, intending to be legally bound hereby, have executed this Agreement as of the day and year first above mentioned.

EXECUTIVE

/s/ Susan Morris

Susan Morris

AB MANAGEMENT SERVICES CORP.

By:/s/ Andrew J. Scoggin

Name: Andrew J. Scoggin

Title: Executive Vice President Human Resources, Labor Relations, Public Relations and Government Affairs

Exhibit 21.1

ALBERTSONS COMPANIES, INC.

SCHEDULE OF SUBSIDIARIES

The following is a list of the Company’s subsidiaries and includes all subsidiaries deemed significant. The jurisdiction of each company is listed in parentheses. Thirty-nine (39) companies are not listed because they are not actively conducting business, they are maintained solely for the purpose of holding licenses, they hold no assets or because they are less than majority owned.

Albertson’s Stores Sub Holdings LLC and its subsidiary: (DE)

AB Acquisition LLC and its subsidiary: (DE) (99% owned by Albertsons Companies,

Inc. and 1% owned by Albertson’s Stores Sub Holdings LLC)

Albertson’s Stores Sub LLC (DE)

AB Management Services Corp. (DE)

Albertson's LLC and its subsidiaries: (DE)

ABS Real Estate Holdings LLC and its subsidiaries: (DE)

ABS Mezzanine III LLC and its subsidiaries: (DE)

ABS CA-GL LLC (DE)

ABS CA-O DC1 LLC (DE)

ABS CA-O DC2 LLC (DE)

ABS CA-O LLC (DE)

ABS ID-GL LLC (DE)

ABS ID-O DC LLC (DE)

ABS ID-O LLC and its subsidiary: (DE)

Warm Springs Development, LLC and its subsidiary: (ID)

Warm Springs & 10^th LLC (ID)

ABS MT-GL LLC (DE)

ABS MT-O LLC (DE)

ABS NV-GL LLC (DE)

ABS NV-O LLC (DE)

ABS OR-GL LLC (DE)

ABS OR-O DC LLC (DE)

ABS OR-O LLC (DE)

ABS Surplus-O LLC (DE)

ABS UT-GL LLC (DE)

ABS UT-O DC LLC (DE)

ABS UT-O LLC (DE)

ABS WA-GL LLC (DE)

ABS WA-O LLC (DE)

ABS WY-GL LLC (DE)

ABS WY-O LLC (DE)

ABS Real Estate Company LLC (DE)

ABS Real Estate Investor Holdings LLC and its subsidiary: (DE)

ABS Mezzanine I LLC and its subsidiaries: (DE)

ABS DFW Investor LLC and its subsidiary: (DE)

SCHEDULE OF SUBSIDIARIES, Continued

ABS DFW Lease Investor LLC (DE)

ABS FLA Investor LLC and its subsidiary: (DE)

ABS FLA Lease Investor LLC (DE)

ABS Realty Investor LLC (DE)

ABS RM Investor LLC and its subsidiary: (DE)

ABS RM Lease Investor LLC (DE)

ABS SW Investor LLC and its subsidiary: (DE)

ABS SW Lease Investor LLC (DE)

ABS TX Investor GP LLC (DE)

ABS TX Investor LP and its subsidiaries: (TX)

ABS TX Lease Investor GP LLC (DE)

ABS TX Lease Investor LP (TX)

ASP SW Investor LLC (DE)

ASR TX Investor GP LLC (DE)

ASR TX Investor LP and its subsidiary: (TX)

ASR Lease Investor LLC (DE)

ABS Real Estate Owner Holdings LLC and its subsidiary: (DE)

ABS Mezzanine II LLC and its subsidiaries: (DE)

ABS DFW Owner LLC and its subsidiary: (DE)

ABS DFW Lease Owner LLC (DE)

ABS FLA Owner LLC and its subsidiary: (DE)

ABS FLA Lease Owner LLC (DE)

ABS RM Owner LLC and its subsidiary: (DE)

ABS RM Lease Owner LLC (DE)

ABS SW Owner LLC and its subsidiaries: (DE)

ABS NoCal Lease Owner LLC (DE)

ABS SW Lease Owner LLC (DE)

ASP NoCal Lease Owner LLC (DE)

Lucky (Del) Lease Owner LLC (DE)

ABS TX Owner GP LLC (DE)

ABS TX Owner LP and its subsidiaries: (TX)

ABS TX Lease Owner GP LLC (DE)

ABS TX Lease Owner LP (TX)

ASP SW Owner LLC and its subsidiary: (DE)

ASP SW Lease Owner LLC (DE)

ASR Owner LLC and its subsidiary: (DE)

ASR TX Lease Owner GP LLC (TX)

ASR TX Lease Owner LP (TX)

EXT Owner LLC and its subsidiary: (DE)

EXT Lease Owner LLC (DE)

NHI TX Owner GP LLC (DE)

NHI TX Owner LP and its subsidiaries: (TX)

NHI TX Lease Owner GP LLC (TX)

NHI TX Lease Owner LP (TX)

Albertson's Liquors, Inc. (WY)

SCHEDULE OF SUBSIDIARIES, Continued

American Food and Drug LLC and its subsidiaries: (DE)

American Stores Properties LLC (DE)

Jewel Osco Southwest LLC (IL)

Sunrich Mercantile LLC (CA)

American Stores Realty Company, LLC (DE)

Fresh Holdings LLC and its subsidiary: (DE)

Extreme LLC and its subsidiaries: (DE)

Newco Investments, LLC (DE)

NHI Investment Partners, LP (DE)

Good Spirits LLC (TX)

Malin Acquisitions, LLC (DE)

Spirit Acquisition Holdings LLC and its subsidiary: (DE)

United Supermarkets, L.L.C. and its subsidiary: (TX)

LLano Logistics, Inc. (DE)

Ink Holdings, LLC (DE)

Safeway Inc. and its subsidiaries: (DE)

Better Living Brands LLC (DE)

Casa Ley Services, Inc. (DE)

Cayam Energy, LLC (DE)

DineInFresh, Inc. (DE)

Divario Ventures LLC (DE)

Dominick’s Supermarkets, LLC and its subsidiary: (DE)

Dominick’s Finer Foods, LLC and its subsidiary: (DE)

Dominick’s Finer Foods, Inc. of Illinois (IL)

Eureka Land Management LLC and its subsidiary: (WA)

Eureka Development LLC (WA)

GFM Holdings I, Inc. and its subsidiary: (DE)

GFM Holdings LLC and its subsidiary: (DE)

Genuardi’s Family Markets LP (DE)

Lehua Insurance Company, Inc. (HI)

Lucerne Foods, Inc. and its subsidiaries: (DE)

Eating Right LLC (DE)

Lucerne Dairy Products LLC (DE)

Lucerne North America LLC (DE)

O Organics LLC (DE)

Milford Insurance Brokerage Services, Inc. (DE)

Milford Insurance Ltd. (Bermuda)

NAI Holdings GP LLC (DE)

New Albertsons L.P. and its subsidiaries: (DE) (NAI Holdings GP LLC 5%

General Partner and Safeway Inc. 95% Limited Partner)

ABS Finance Co., Inc. (DE)

Albertsons Companies Specialty Care, LLC (DE)

American Stores Company, LLC and its subsidiaries: (DE)

American Drug Stores LLC and its subsidiary: (DE)

American Partners, L.P. (IN)

American Procurement and Logistics Company LLC and its subsidiary:

SCHEDULE OF SUBSIDIARIES, Continued

(DE)

APLC Procurement, Inc. (UT)

ASC Media Services, Inc. and its subsidiary: (UT)

U.S. Satellite Corporation (UT)

ASP Realty, LLC (DE)

Beryl American Corporation (VT)

Jewel Companies, Inc. and its subsidiaries: (DE)

Acme Markets, Inc. and its subsidiary: (DE)

Giant of Salisbury, Inc. (MD)

Jewel Food Stores, Inc. and its subsidiary: (OH)

Jetco Properties, Inc. (DE)

Lucky Stores LLC (OH)

Scolari's Stores LLC (CA)

Medcart Specialty Care, LLC (DE)

NAI Saturn Eastern LLC and its subsidiary: (DE)

Collington Services LLC (DE)

SSM Holdings Company and its subsidiary: (DE)

Shaw's Supermarkets, Inc. and its subsidiaries: (MA)

28 Pond Street Realty, LLC (NH)

300 Main Street Realty, LLC (NH)

360 Chauncy Street Realty Trust (MA)

675 Randolph Realty Trust (MA)

693 Randolph Avenue LLC (MA)

739 Realty Trust (MA)

861 Edgell Road LLC (MA)

99 Water Street LLC (MA)

Adrian Realty Trust (MA)

Border Street Realty Trust (MA)

BP Realty, LLC (MA)

CH Project LLC (MA)

Clifford W. Perham, Inc. (ME)

Gorham Markets, LLC (NH)

Hayward Street Investment Trust and its subsidiary: (MA)

DLS Realty Trust (MA)

Heath Street, LLC (MA)

HNHP Realty, LLC (NH)

K&J Realty Trust (MA)

Keene Realty Trust (NH)

LRT Realty Trust (MA)

Mashpee Realty LLC (MA)

Michael's Realty Trust and its subsidiary: (MA)

EP Realty LLC (MA)

Milford Realty LLC (MA)

MK Investments LLC (MA)

PNHP Realty LLC (NH)

Shaw's Realty Co. and its subsidiary: (ME)

SCHEDULE OF SUBSIDIARIES, Continued

Arles, LLC (NH)

Shaw's Realty Trust and its subsidiary: (MA)

Galway Realty Trust (MA)

SNH Realty, LLC (MA)

SRA REALTY LLC (MA)

Star Markets Holdings, Inc. and its subsidiary: (MA)

Star Markets Company, Inc. (MA)

WP Properties, LLC (RI)

Wildcat Acquisition Holdings LLC and its subsidiary: (DE)

Vons REIT, Inc. and its subsidiary: (DE)

Wildcat Markets Opco LLC (DE)

Oakland Property Brokerage Inc. (DE)

Pak ’N Save, Inc. (CA)

Paradise Development LLC and its subsidiaries: (WA)

Paradise Real Property LLC and its subsidiary: (WA)

Boulder Investco LLC (DE)

Randall’s Holdings, Inc. and its subsidiaries: (DE)

Randall’s Finance Company, Inc. (DE)

Randall’s Food Markets, Inc. and its subsidiary: (DE)

Randall’s Food & Drugs LP and its subsidiary: (DE)

Randall’s Management Company, Inc. and its subsidiary: (DE)

Randall’s Beverage Company, Inc. (TX)

Randall’s Investments, Inc. (DE)

Safeway #0638 Exchange, LLC (OR)

Safeway Australia Holdings, Inc. (DE)

Safeway Canada Holdings, Inc. and its subsidiary: (DE)

Safeway New Canada, Inc. and its subsidiary: (DE)

CSL IT Services ULC (formerly Canada Safeway Limited) and its

subsidiaries: (British Columbia)

0984093 B.C. Unlimited Liability Company (British Columbia)

0984354 B.C. Unlimited Liability Company (formerly Canada

Safeway Liquor Stores ULC) (British Columbia)

Safeway Corporate, Inc. and its subsidiaries: (DE)

Safeway Stores 67, Inc. (DE)

Safeway Stores 68, Inc. (DE)

Safeway Stores 69, Inc. (DE)

Safeway Stores 70, Inc. (DE)

Safeway Dallas, Inc. and its subsidiaries: (DE)

Avia Partners, Inc. (DE)

Safeway Stores 78, Inc. (DE)

Safeway Stores 79, Inc. (DE)

Safeway Stores 80, Inc. (DE)

Safeway Stores 82, Inc. (DE)

Safeway Stores 85, Inc. (DE)

Safeway Stores 86, Inc. (DE)

Safeway Stores 87, Inc. (DE)

SCHEDULE OF SUBSIDIARIES, Continued

Safeway Stores 88, Inc. (DE)

Safeway Stores 89, Inc. (DE)

Safeway Stores 90, Inc. (DE)

Safeway Stores 91, Inc. (DE)

Safeway Stores 92, Inc. (DE)

Safeway Stores 96, Inc. (DE)

Safeway Stores 97, Inc. (DE)

Safeway Stores 98, Inc. (DE)

Safeway Denver, Inc. and its subsidiaries: (DE)

Safeway Stores 44, Inc. (DE)

Safeway Stores 45, Inc. (DE)

Safeway Stores 46, Inc. (DE)

Safeway Stores 47, Inc. (DE)

Safeway Stores 48, Inc. (DE)

Safeway Stores 49, Inc. (DE)

Safeway Stores 50, Inc. (DE)

Safeway Gift Cards, LLC (AZ)

Safeway Holdings I, LLC and its subsidiary: (DE)

Groceryworks.com, LLC and its subsidiary: (DE)

Groceryworks.com Operating Company, LLC (DE)

Safeway Leasing, Inc. (DE)

Safeway Philtech Holdings, Inc. and its subsidiary: (DE)

Safeway Philtech Inc. (Philippines)

Safeway Richmond, Inc. and its subsidiary: (DE)

Safeway Stores 58, Inc. and its subsidiary: (DE)

Safelease, Inc. (DE)

Safeway Select Gift Source, Inc. (DE)

Safeway Southern California, Inc. and its subsidiaries: (DE)

Safeway Stores 18, Inc. (DE)

Safeway Stores 26, Inc. (DE)

Safeway Stores 28, Inc. (DE)

Safeway Stores 31, Inc. (DE)

The Vons Companies, Inc. and its subsidiary: (MI)

Vons Sherman Oaks, LLC (OR)

Safeway Stores 42, Inc. (DE)

Safeway Stores 43, Inc. (DE)

Safeway Supply, Inc. and its subsidiaries: (DE)

Consolidated Procurement Services, Inc. (DE)

Safeway Stores 71, Inc. (DE)

Safeway Stores 72, Inc. (DE)

Safeway Stores 73, Inc. (DE)

Safeway Stores 74, Inc. (DE)

Safeway Stores 75, Inc. (DE)

Safeway Stores 76, Inc. (DE)

Safeway Stores 77, Inc. (DE)

Safeway Trucking, Inc. (DE)

SCHEDULE OF SUBSIDIARIES, Continued

Saturn Development I, Inc. (DE)

Saturn Development LLC (DE)

SRG, Inc. (DE)

SSI – AK Holdings, Inc. and its subsidiary: (DE)

Carr-Gottstein Foods Co. and its subsidiaries: (DE)

AOL Express, Inc. (AK)

APR Forwarders, Inc. (AK)

Stoneridge Holdings, LLC and its subsidiary: (DE)

Safeway Health Inc. (DE)

Strategic Global Sourcing, LLC (DE)

Taylor Properties, Inc. (DE)

Exhibit 31.1

Certification of the Principal Executive Officer pursuant

to Section 302 of the Sarbanes-Oxley Act of 2002



	I, James L. Donald, certify that:



1.	I have reviewed this Annual Report on Form 10-K of Albertsons Companies, Inc.;



2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;



3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;



4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:



	a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;



	b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;



	c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and



	d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and



5.	The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):



	a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting, which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and



	b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.





Date:	April 24, 2019	/s/ James L. Donald
		James L. Donald
		President and Chief Executive Officer (Principal Executive Officer)

Exhibit 31.2

Certification of the Principal Financial Officer pursuant

to Section 302 of the Sarbanes-Oxley Act of 2002



	I, Robert B. Dimond, certify that:



1.	I have reviewed this Annual Report on Form 10-K of Albertsons Companies, Inc.;



2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;



3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;



4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:



	a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;



	b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;



	c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and



	d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and



5.	The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):



	a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting, which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and



	b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.





Date:	April 24, 2019	/s/ Robert B. Dimond
		Robert B. Dimond
		Executive Vice President and Chief Financial Officer (Principal Financial Officer)

Exhibit 32.1

Certification Pursuant to 18 U.S.C. Section 1350,

as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the Annual Report of Albertsons Companies, Inc. (the “Company”) on Form 10-K for the period ended February 23, 2019 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), each of the undersigned certifies, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that:



1.	The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and



2.	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.





Date:	April 24, 2019	/s/ James L. Donald
		James L. Donald
		President and Chief Executive Officer (Principal Executive Officer)




		/s/ Robert B. Dimond
		Robert B. Dimond
		Executive Vice President and Chief Financial Officer (Principal Financial Officer)

Exhibit 99.1

Albertsons Companies, Inc. and Subsidiaries

Computation of Ratio of Earnings to Fixed Charges

(in millions, except ratio)

(unaudited)



	Fiscal 2018			Fiscal 2017			Fiscal 2016			Fiscal 2015			Fiscal 2014
Earnings:
Pre-tax income (loss)	$	52.2		$	(917.5	)	$	(463.6	)	$	(541.8	)	$	(1,378.6	)
Income from unconsolidated affiliate (1)	0.1			13.3			17.5			14.4			1.1
Income (loss) before tax and unconsolidated affiliate	52.1			(930.8		)	(481.1		)	(556.2		)	(1,379.7		)
Plus: fixed charges
Interest expense, net (2)	830.8			874.8			1,003.8			950.5			633.2
Capitalized interest	12.7			6.4			7.8			2.1			0.5
Portion of rent expense deemed to be interest	287.9			281.2			268.5			260.4			125.3
Interest income	19.7			6.8			3.9			7.4			1.4
Charges related to guarantee obligations	—			—			1.6			30.6			—
Total fixed charges	1,151.1			1,169.2			1,285.6			1,251.0			760.4
Less: capitalized interest	(12.7		)	(6.4		)	(7.8		)	(2.1		)	(0.5		)
Earnings:	$	1,190.5		$	232.0		$	796.7		$	692.7		$	(619.8	)
Fixed Charges:	$	1,151.1		$	1,169.2		$	1,285.6		$	1,251.0		$	760.4
Ratio of earnings to fixed charges (3)	1.0			—			—			—			—

(1) Represents earnings related to the Company’s equity method investments.

(2) Interest expense, net does not include interest relating to liabilities for uncertain tax positions, which the Company records as a component of income tax expense.

(3) Due to the Company’s losses during fiscal 2017, fiscal 2016, fiscal 2015 and fiscal 2014, the ratio coverage was less than 1:1 in each of those periods. The Company would have needed to generate additional earnings of $937.2 million, $488.9 million, $558.3 million and $1,380.2 million during fiscal 2017, fiscal 2016, fiscal 2015 and fiscal 2014, respectively, in order to achieve a coverage ratio of 1:1 during those periods.

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Form 10-K Albertsons Companies, For: Feb 23

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