SuperValu (SVU)

REPRESENTATIONS AND WARRANTIES

Section 2.01. New Albertson’s represents and warrants that it is a corporation duly organized and validly existing under the laws of the State of Delaware.

Section 2.02. Each of the Company and New Albertson’s represents and warrants that the Separation constitutes the transfer of the Company’s properties and assets substantially as an entirety to New Albertson’s.

Section 2.03. Each of the Company and New Albertson’s represents and warrants that it has all requisite power and authority to execute, deliver and perform its obligations hereunder, under the Indenture and under the Securities, and that the execution, delivery and performance by the Company and New Albertson’s of this Supplemental Indenture and the Indenture have been duly authorized by all necessary corporate or other organizational action.

Section 2.04. Each of the Company and New Albertson’s represents and warrants that immediately after giving effect to the Separation, and treating any indebtedness which becomes an obligation of the Company or a Subsidiary as a result of the Separation as having been incurred by the Company or such Subsidiary at the time of the Separation, no Event of Default, and no event which, after notice or lapse of time or both, would become an Event of Default, shall have happened and be continuing.

Section 2.05. Each of the Company and New Albertson’s represents and warrants that the Separation shall not result in the properties or assets of the Company or of New Albertson’s becoming subject to any mortgage, pledge, lien, security interest or other encumbrance, other than mortgages, pledges, liens, security interests or other encumbrances which could be created pursuant to Section 1008 of the Indenture without equally and ratably securing the Securities.

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Section 2.06. The Company represents and warrants that it has delivered to the trustee an Officers’ Certificate and Opinion of Counsel as required under Section 801(4) of the Indenture.

REPRESENTATIONS AND WARRANTIES

SECTION 4.01. Representations and Warranties of the Borrower. The Borrower represents and warrants as follows:

(a) Each of the Borrower and its Subsidiaries is a corporation or entity duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization and, except where the failure to be so (individually or in the aggregate) would not reasonably be expected to have a Material Adverse Effect, is qualified to do business in, and is in good standing in, every jurisdiction where such qualification is required.

(b) The execution, delivery and performance by the Borrower of this Agreement and the other Loan Documents, and the consummation of the transactions contemplated hereunder and thereunder, are within the Borrower’s corporate powers, have been duly authorized by all necessary corporate action, and do not (i) contravene the charter or by-laws of the Borrower or any of its Subsidiaries, (ii) violate any law, rule, regulation, order, writ, judgment, determination or award binding on or affecting the Borrower or any of its Subsidiaries except where such violation, individually and together with all other such violations, would not reasonably be expected to require payments by the Borrower and its Subsidiaries of $50,000,000 or more or have a Material Adverse Effect or (iii) conflict with or result in the breach of, or constitute a default under, any agreement or instrument binding on or affecting the Borrower or any of its Subsidiaries except where such conflict, default or breach, individually, and together with all other such conflicts, defaults or breaches, would not reasonably be expected to require payments by the Borrower and its Subsidiaries of $50,000,000 or more or have a Material Adverse Effect.

(c) This Agreement has been, and each other Loan Document when delivered hereunder will have been, duly executed and delivered by the Borrower. This Agreement is, and the other Loan Documents when delivered hereunder will be, legal, valid and binding obligations of the Borrower enforceable against the Borrower in accordance with their respective terms.

(d) No authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body, or any third party that is a party to any agreement or instrument binding on the Borrower or any of its Subsidiaries is required for the due execution, delivery or performance by the Borrower of this Agreement or any other Loan Document, or for the consummation of the transactions contemplated by this Agreement or the other Loan Documents.

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(e) (i) The Consolidated balance sheet of the Borrower and its Subsidiaries as at February 28, 2004, and the related statements of income and retained earnings of the Borrower and its Subsidiaries for the fiscal year then ended, accompanied by an opinion of KPMG LLP, independent public accountants, copies of which have been furnished to each Lender, fairly present the Consolidated financial condition of the Borrower and its Subsidiaries as at such date and the Consolidated results of the operations of the Borrower and its Subsidiaries for the period ended on such date, all in accordance with GAAP. Since February 28, 2004, there has been no material adverse change in the business, assets, operations or condition (financial or otherwise) of the Borrower and its Subsidiaries, taken as a whole. (ii) Except as disclosed in the financial statements referred to above or the notes thereto or in the Information Memorandum, none of the Borrower or its Subsidiaries has, as of the Effective Date, any material contingent liabilities, long-term commitments that were not incurred by the Borrower or its Subsidiaries in the ordinary course of their business or unrealized losses.

(f) There is no pending or threatened action, suit, investigation, litigation or proceeding, including, without limitation, any Environmental Action, affecting the Borrower or any of its Subsidiaries before any court, governmental agency or arbitrator, that (i) is likely to result in a material adverse change in the condition (financial or otherwise) or results of operations or prospects of the Borrower and its Subsidiaries, taken as a whole, or (ii) purports to affect the legality, validity or enforceability of this Agreement or any other Loan Document or the consummation of the transactions contemplated hereby.

(g) (i) No information, exhibit or report furnished by or on behalf of the Borrower to the Agent or any Lender in connection with the negotiation of the Loan Documents (including but not limited to the Information Memorandum) or pursuant to the terms of the Loan Documents contained any untrue statement of a material fact or omitted to state a material fact necessary to make the statements made therein not misleading in light of the circumstances under which such statements were made; and (ii) all financial projections that have been provided by or on behalf of the Borrower to the Agent or any Lender were prepared in good faith based on reasonable assumptions (it being understood that such projections are subject to significant uncertainties and contingencies beyond the Borrower’s control, and that no assurance can be given that the projections will be realized).

(h) Following application of the proceeds of each Advance, Swingline Loan and Letter of Credit, not more than 25% of the value of the assets (either of the Borrower only or of the Borrower and its Subsidiaries on a Consolidated basis) subject to the provisions of Section 5.02(a) or Section 5.02(c) or subject to any restriction contained in any agreement or instrument between the Borrower and any Lender or any Affiliate of any Lender relating to Debt will be margin stock (within the meaning of Regulation U issued by the Board of Governors of the Federal Reserve System).

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(i) No ERISA Event has occurred or is reasonably expected to occur that, when taken together with all other such ERISA Events for which liability is reasonably expected to occur, could reasonably be expected to result in a Material Adverse Effect.

(j) The fair market value of the assets of all Plans, as at February 28, 2004, was not less than 75% of the present value of all projected benefit obligations under such Plans (based on the assumptions used for purposes of Statement of Financial Accounting Standards No. 87), as of the date of the most recent financial statements reflecting such amounts.

(k) Each of the Borrower and its Subsidiaries has filed or caused to be filed all tax returns which are required to be filed, and all taxes related to such returns and any assessments made against it or any of its respective properties and all other taxes, fees or other charges imposed on it or any of its respective properties by any governmental authority (other than those the amount or validity of which is contested in good faith by appropriate proceedings and with respect to which reserves in conformity with GAAP have been provided on the books of the Borrower or its Subsidiaries as the case may be) have been paid, except to the extent the failure to make such filings or payments would not reasonably be expected to have a Material Adverse Effect.

(l) Neither the Borrower nor any of its Subsidiaries is (i) an “investment company”, or an “affiliated person” of, or “promotor” or “principal underwriter” for an “investment company”, as such terms are defined in the investment Company Act of 1940, as amended, or (ii) a “holding company” as defined in, or subject to regulation under, the Public Utility Holding Company Act of 1935, as amended.

(m) Except for such matters individually or in the aggregate that would not reasonably be expected to have a Material Adverse Effect: (i) the operations and properties of the Borrower and each of its Subsidiaries comply with all Environmental Laws, all necessary Environmental Permits have been obtained and are in effect for the operations and properties of the Borrower and its Subsidiaries and the Borrower and its Subsidiaries are in compliance with all such Environmental Permits, and (ii) no circumstances exist that could be reasonably likely to (x) form the basis of an Environmental Action against the Borrower or any of its Subsidiaries or any of their respective properties, or (y) cause any such property to be subject to any restrictions on ownership, occupancy, use or transferability under any Environmental Law.

(n) (i) Each of the Borrower and its Subsidiaries has good title to, or valid leasehold interests in, all its real and personal property material to its business, except for minor defects in title that do not interfere with its ability to conduct its business as currently conducted, to utilize such properties for their intended purposes or which would not reasonably be expected to have a Material Adverse Effect.

(ii) Each of the Borrower and its Subsidiaries owns, or is licensed to use, all trademarks, tradenames, copyrights, patents and other intellectual property material to its business, and the use thereof by the Borrower and its Subsidiaries does not infringe upon the rights of any other Person, except for any such infringements that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.

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(o) Schedule IV sets forth the name of, and the ownership interest of the Borrower and its applicable Subsidiaries in, each Subsidiary of the Borrower as of the Effective Date.