AMENDMENT NO. 1

Exhibit 10.3

AMENDMENT XX. 0

XXXXXXXXX XX. 0, dated as of May 20, 2020 (this “Amendment”), to the Third Amended and Restated Asset-Based Revolving Credit Agreement, dated as of November 16, 2018, by and among ALBERTSONS COMPANIES, INC., a Delaware corporation (“Lead Borrower”), the other Borrowers from time to time party thereto, the Guarantors party thereto, the parties thereto from time to time as lenders, whether by execution of the ABL Credit Agreement (as defined below) or an Assignment and Acceptance (each individually, a “Lender” and collectively, “Lenders” as further defined in the ABL Credit Agreement (as defined below)) and BANK OF AMERICA, N.A., as Administrative Agent and Collateral Agent (in each case, as defined in the ABL Credit Agreement) (as amended, supplemented, amended and restated or otherwise modified from time to time, the “ABL Credit Agreement”).

W I T N E S S E T H

WHEREAS, pursuant to the ABL Credit Agreement, the Lenders agreed to make, and have made, certain loans and other extensions of credit to the Lead Borrower;

WHEREAS, Section 10.01 of the ABL Credit Agreement provides that Lead Borrower may, with the consent of the Required Lenders, amend certain provisions of the ABL Credit Agreement, including the amendment provided for herein;

WHEREAS, each Lender that executes and delivers a signature page hereto (each such Lender, a “Consenting Lender”) and the Administrative Agent are willing to agree to this Amendment on the terms set forth herein;

NOW, THEREFORE, in consideration of the premises and mutual covenants contained herein, the parties hereto agree as follows:

SECTION 1. Defined Terms. Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the ABL Credit Agreement.

SECTION 2. Amendment to ABL Credit Agreement. Section 1.01 of the ABL Credit Agreement is, effective as of the Amendment No. 1 Effective Date (as defined below), hereby amended to amend and restate the definition of “Disqualified Stock” in its entirety as follows:

““Disqualified Stock” means any Equity Interest that, by its terms (or by the terms of any security into which it is convertible, or for which it is exchangeable, in each case at the option of the holder thereof), or upon the happening of any event, matures or is mandatorily redeemable (other than for (i) Equity Interests that do not constitute Disqualified Stock and/or (ii) other assets of a Person that is not a Loan Party nor a Restricted Subsidiary of any Loan Party), pursuant to a sinking fund obligation or otherwise, or redeemable (other than for (i) Equity Interests that do not constitute Disqualified Stock and/or (ii) other assets of a Person that is not a Loan Party nor a Restricted Subsidiary of any Loan Party) at the option of the holder thereof, in whole or in part, in each case, on or prior to the date that is 91 days after the latest Maturity Date at the time such Equity Interests are issued; provided, however, that (a) only the portion of such Equity Interests which so matures or is mandatorily redeemable, is so convertible or exchangeable or is so redeemable at the option of the holder thereof prior to such date shall be deemed to be Disqualified Stock and (b) with respect to any Equity Interests issued to any employee or to any plan for the benefit of employees of the Lead Borrower or its Subsidiaries or by any such plan to

such employees, such Equity Interest shall not constitute Disqualified Stock solely because it may be required to be repurchased by the Lead Borrower or its Subsidiaries in order to satisfy applicable statutory or regulatory obligations or as a result of such employee’s termination, resignation, death or disability and if any class of Equity Interest of such Person by its terms authorizes such Person to satisfy its obligations thereunder by delivery of (i) an Equity Interest that is not Disqualified Stock and/or (ii) other assets of a Person that is not a Loan Party nor a Restricted Subsidiary of any Loan Party, such Equity Interests shall not be deemed to be Disqualified Stock. Notwithstanding the preceding sentence, any Equity Interest that would constitute Disqualified Stock solely because the holders thereof have the right to require the Lead Borrower or its Subsidiaries to repurchase such Equity Interest upon the occurrence of a change of control or an asset sale shall not constitute Disqualified Stock.”

SECTION 3. Conditions to Effectiveness of Amendment. This Amendment shall become effective on the date (the “Amendment No. 1 Effective Date”) that the following conditions have been satisfied:

(a) the Administrative Agent shall have received a counterpart of this Amendment, executed and delivered by a duly authorized officer of each Loan Party; and

(b) the Administrative Agent shall have received counterparts of this Amendment, executed and delivered by Consenting Lenders constituting the Required Lenders.

SECTION 4. Representations and Warranties. The Lead Borrower hereby represents and warrants that (a) each of the representations and warranties made by any Loan Party in or pursuant to the Loan Documents shall be, after giving effect to this Amendment, true and correct in all material respects as if made on and as of the Amendment No. 1 Effective Date, except to the extent such representations and warranties expressly relate to an earlier time, in which case such representations and warranties were true and correct in all material respects as of such earlier time (except in the event such representation or warranty is by its terms qualified by “materiality” or “material adverse effect” in which case such representation or warranty is true and correct in all respects); provided that each reference to the ABL Credit Agreement therein shall be deemed to be a reference to the ABL Credit Agreement after giving effect to this Amendment, (b) prior to and after giving effect to this Amendment, no Default or Event of Default shall have occurred and be continuing and (c) no event shall have occurred and no condition shall exist that has or may reasonably be likely to have a Material Adverse Effect.

SECTION 5. Effects on Loan Documents. Except as specifically amended herein, all Loan Documents shall continue to be in full force and effect and are hereby in all respects ratified and confirmed. Except as otherwise expressly provided herein, the execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of any Lender or any Agent under any of the Loan Documents, nor constitute a waiver of any provision of the Loan Documents. This Amendment shall not constitute a novation of the ABL Credit Agreement.

SECTION 6. GOVERNING LAW; WAIVER OF JURY TRIAL. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND BE GOVERNED BY THE LAW OF THE STATE OF NEW YORK. EACH PARTY HERETO HEREBY AGREES AS SET FORTH FURTHER IN SECTIONS 10.14 AND 10.15 OF THE ABL CREDIT AGREEMENT AS IF SUCH SECTION WAS SET FORTH IN FULL HEREIN.

SECTION 7. Loan Document. This Amendment shall constitute a “Loan Document” for all purposes of the ABL Credit Agreement and the other Loan Documents.

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SECTION 8. Amendments; Execution in Counterparts; Notice. This Amendment shall not constitute an amendment or waiver of any other provision of the ABL Credit Agreement not referred to herein and shall not be construed as a waiver or consent to any further or future action on the part of the Loan Parties that would require a waiver or consent of the Required Lenders or the Administrative Agent. Except as expressly amended hereby, the provisions of the ABL Credit Agreement are and shall remain in full force and effect. Each of the Lead Borrower and the other Loan Parties party hereto confirms and ratifies that the Obligations under the Loan Documents are and remain secured pursuant to the Collateral Documents and pursuant to all other instruments and documents executed and delivered by the Lead Borrower or such other Loan Party, as the case may be, as security for the Obligations under the Loan Documents. This Amendment may be executed in any number of counterparts and by the different parties hereto on separate counterparts, including by means of facsimile or electronic transmission, each of which when so executed and delivered shall be an original, but all of which shall together constitute one and the same instrument. Any signature to this Amendment may be delivered by facsimile, electronic mail (including pdf) or any electronic signature complying with the U.S. federal ESIGN Act of 2000 or the New York Electronic Signature and Records Act or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes to the fullest extent permitted by applicable law. For the avoidance of doubt, the foregoing also applies to any amendment, extension or renewal of this Amendment. Each of the parties hereto represents and warrants to the other parties hereto that it has the corporate capacity and authority to execute this agreement through electronic means and there are no restrictions for doing so in that party’s constitutive documents.

[Remainder of page intentionally left blank]

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered by their respective proper and duly authorized officers as of the day and year first above written.

LEAD BORROWER:
ALBERTSONS COMPANIES, INC.
By:		/s/ Xxxxxx Xxxxxx
		Name:   Xxxxxx Xxxxxx
		Title:     Executive Vice President and Chief
		Financial Officer

[Amend. No. 1 to ABL Agreement]

CO-BORROWERS:
ALBERTSON’S LLC
By:		/s/ Xxxxxx X. Xxxxxx
		Name:   Xxxxxx X. Xxxxxx
		Title:     Executive Vice President, General
		Counsel & Secretary
NEW ALBERTSONS L.P.
By:		/s/ Xxxxxx Xxxxxx
		Name:   Xxxxxx Xxxxxx
		Title:     Executive Vice President & Chief
		Financial Officer
SAFEWAY INC.
By:		/s/ Xxxxxx X. Xxxxxx
		Name:   Xxxxxx X. Xxxxxx
		Title:     Executive Vice President, General
		Counsel & Secretary
UNITED SUPERMARKETS, L.L.C.
By:		/s/ Xxxxxxx X. Xxxxxxxxx
		Name:   Xxxxxxx X. Xxxxxxxxx
		Title:     Group Vice President, Real Estate &
		Business Law & Assistant Secretary
SPIRIT ACQUISITION HOLDINGS LLC
By:		/s/ Xxxxxxx X. Xxxxxxxxx
		Name:   Xxxxxxx X. Xxxxxxxxx
		Title:     Group Vice President, Real Estate &
		Business Law & Assistant Secretary

[Amend. No. 1 to ABL Agreement]

GUARANTORS:
NAI HOLDINGS GP LLC
By:		/s/ Xxxxxx Xxxxxx
		Name:   Xxxxxx Xxxxxx
		Title:     Executive Vice President, General
		Counsel & Secretary
ALBERTSON’S STORES SUB HOLDINGS LLC
By:		/s/ Xxxxxxx Xxxxxxxxx
		Name:   Xxxxxxx Xxxxxxxxx
		Title:     Group Vice President, Real Estate &
		Business Law & Assistant Secretary
AB ACQUISITION LLC
By:		/s/ Xxxxxxx Xxxxxxxxx
		Name:   Xxxxxxx Xxxxxxxxx
		Title:     Group Vice President, Real Estate &
		Business Law & Assistant Secretary
ALBERTSON’S STORES SUB LLC
By:		/s/ Xxxxxxx Xxxxxxxxx
		Name:   Xxxxxxx Xxxxxxxxx
		Title:     Group Vice President, Real Estate &
		Business Law & Assistant Secretary

[Amend. No. 1 to ABL Agreement]

AB MANAGEMENT SERVICES CORP.
By:		/s/ Xxxxxx Xxxxxx
		Name:   Xxxxxx Xxxxxx
		Title:     Executive Vice President & Chief
		Financial Officer
ABS REAL ESTATE COMPANY LLC
By:		/s/ Xxxxxx X. Xxxxxx
		Name:   Xxxxxx X. Xxxxxx
		Title:     Executive Vice President, General
		Counsel & Secretary

[Amend. No. 1 to ABL Agreement]

ABS FINANCE CO., INC. ACME MARKETS, INC. APLC PROCUREMENT, INC. ASC MEDIA SERVICES, INC. ASP REALTY, LLC XXXXXXXX X. XXXXXX, INC. JEWEL COMPANIES, INC. JEWEL FOOD STORES, INC. OAKBROOK BEVERAGE CENTERS, INC. XXXX’X SUPERMARKETS, INC. SSM HOLDINGS COMPANY STAR MARKETS COMPANY, INC. STAR MARKETS HOLDINGS, INC. AMERICAN STORES COMPANY, LLC AMERICAN DRUG STORES LLC AMERICAN PROCUREMENT AND LOGISTICS COMPANY LLC LUCKY STORES LLC AMERICAN PARTNERS, L.P. JETCO PROPERTIES, INC. XXXX’X REALTY CO. WILDCAT MARKETS OPCO LLC NAI SATURN EASTERN LLC GIANT OF SALISBURY, INC. COLLINGTON SERVICES LLC ALBERTSONS COMPANIES SPECIALTY CARE, LLC MEDCART SPECIALTY CARE, LLC
By:		/s/ Xxxx Xxxxxx
		Name:   Xxxx Xxxxxx
		Title:     Vice President, Treasurer & Assistant  Secretary
XXXX’X REALTY TRUST
By:		/s/ Xxxx Xxxxxx
		Name:   Xxxx Xxxxxx
		Title:     Trustee

[Amend. No. 1 to ABL Agreement]

FRESH HOLDINGS LLC GOOD SPIRITS 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 FLA INVESTOR LLC ABS SW INVESTOR LLC ABS RM INVESTOR LLC ABS DFW INVESTOR LLC ASP SW INVESTOR LLC ABS REALTY INVESTOR LLC ABS FLA LEASE INVESTOR LLC 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 ABS REALTY LEASE INVESTOR LLC ABS TX INVESTOR GP LLC ASR TX INVESTOR GP LLC ABS TX INVESTOR LP ABS TX LEASE INVESTOR GP LLC ABS TX LEASE INVESTOR LP ASR TX INVESTOR LP ASR LEASE INVESTOR LLC
By:		/s/ Xxxxxxx Xxxxxxxxx
		Name:   Xxxxxxx X. Xxxxxxxxx
		Title:     Group Vice President, Real Estate &
		Business Law & Assistant Secretary

[Amend. No. 1 to ABL Agreement]

ABS MEZZANINE II LLC ABS FLA OWNER LLC 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 ABS DFW LEASE OWNER LLC ASP SW OWNER LLC ASP SW LEASE OWNER LLC EXT OWNER LLC SUNRICH OWNER LLC EXT LEASE OWNER LLC NHI TX OWNER GP LLC NHI TX OWNER LP NHI TX LEASE OWNER GP LLC NHI TX LEASE OWNER LP ASR OWNER LLC ASR TX LEASE OWNER GP LLC ASR TX LEASE OWNER LP ABS TX OWNER GP LLC ABS TX OWNER LP ABS TX LEASE OWNER GP LLC ABS 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/ Xxxxxxx Xxxxxxxxx
		Name:   Xxxxxxx X. Xxxxxxxxx
		Title:     Group Vice President, Real Estate &
		Business Law & Assistant Secretary

[Amend. No. 1 to ABL Agreement]

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
By:		/s/ Xxxxxxx Xxxxxxxxx
		Name:   Xxxxxxx X. Xxxxxxxxx
		Title:     Group Vice President, Real Estate &
		Business Law & Assistant Secretary

[Amend. No. 1 to ABL Agreement]

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

[Amend. No. 1 to ABL Agreement]

CAYAM ENERGY, LLC DIVARIO VENTURES LLC DOMINICK’S SUPERMARKETS, LLC DOMINICK’S FINER FOODS, LLC GFM HOLDINGS I, INC. GFM HOLDINGS LLC LUCERNE FOODS, INC. EATING RIGHT LLC LUCERNE DAIRY PRODUCTS LLC LUCERNE NORTH AMERICA LLC O ORGANICS LLC XXXXXXX’X HOLDINGS, INC. XXXXXXX’X FOOD MARKETS, INC. SAFEWAY AUSTRALIA HOLDINGS, INC. SAFEWAY CANADA HOLDINGS, INC. SAFEWAY NEW CANADA, INC. SAFEWAY CORPORATE, INC. SAFEWAY STORES 67, INC. SAFEWAY DALLAS, INC. AVIA PARTNERS, 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.
By:		/s/ Xxxxx Xxxxxx
		Name:   Xxxxx X. Xxxxxx
		Title:     Vice President & Assistant Secretary

[Amend. No. 1 to ABL Agreement]

SAFEWAY GIFT CARDS, LLC SAFEWAY HOLDINGS I, LLC XXXXXXXXXXXX.XXX, LLC XXXXXXXXXXXX.XXX OPERATING COMPANY, LLC SAFEWAY PHILTECH HOLDINGS, INC. SAFEWAY STORES 58, INC. SAFEWAY SOUTHERN CALIFORNIA, INC. SAFEWAY STORES 28, INC. THE VONS COMPANIES, INC. SAFEWAY STORES 42, INC. CONSOLIDATED PROCUREMENT SERVICES, INC. SAFEWAY STORES 71, INC. SAFEWAY STORES 72, INC. SSI – AK HOLDINGS, INC. XXXX-XXXXXXXXX FOODS CO. SAFEWAY HEALTH INC.
By:		/s/ Xxxxx Xxxxxx
		Name:   Xxxxx X. Xxxxxx
		Title:     Vice President & Assistant Secretary

[Amend. No. 1 to ABL Agreement]

XXXXXXXX’X FAMILY MARKETS LP
By: GFM HOLDINGS LLC, its general partner
By:		/s/ Xxxxx Xxxxxx
		Name:   Xxxxx X. Xxxxxx
		Title:     Vice President & Assistant Secretary

[Amend. No. 1 to ABL Agreement]

XXXXXXX’X FOOD & DRUGS LP
By: XXXXXXX’X FOOD MARKETS, INC., its general partner
By:		/s/ Xxxxx Xxxxxx
		Name:   Xxxxx X. Xxxxxx
		Title:     Vice President & Assistant Secretary

[Amend. No. 1 to ABL Agreement]

XXXXXXX’X MANAGEMENT COMPANY, INC. XXXXXXX’X BEVERAGE COMPANY, INC.
By:		/s/ Xxxxxxx XxXxxxx
		Name:   Xxxxxxx XxXxxxx
		Title:     Vice President

[Amend. No. 1 to ABL Agreement]

XXXXXXX’X INVESTMENTS, INC.
By:		/s/ Xxxxxxxxx X. Xxxxxx
		Name:   Xxxxxxxxx X. Xxxxxx
		Title:     Vice President & Secretary

[Amend. No. 1 to ABL Agreement]

DINEINFRESH, INC.
By:		/s/ Xxxxx Xxxxxx
		Name:   Xxxxx X. Xxxxxx
		Title:     Group Vice President, Corporate
		Law & Assistant Secretary
INFINITE AISLE LLC
By:		/s/ Xxxxx Xxxxxx
		Name:   Xxxxx X. Xxxxxx
		Title:     Vice President & Assistant Secretary

[Amend. No. 1 to ABL Agreement]

JA PROCUREMENT LLC
By:		/s/ Xxxxx Xxxxxx
		Name:   Xxxxx X. Xxxxxx
		Title:     Group Vice President, Corporate Law &
		Assistant Secretary

[Amend. No. 1 to ABL Agreement]

BANK OF AMERICA, N.A., as Administrative Agent
By:		/s/ Xxxxx Xxxxxxxx
		Name:   Xxxxx Xxxxxxxx
		Title:     Senior Vice President

[Amend. No. 1 to ABL Agreement]

Bank of America, N.A., as a Consenting Lender
By:		/s/ Xxxxx Xxxxxxxx
Name: Xxxxx Xxxxxxxx
Title:   Senior Vice President

[Amend. No. 1 to ABL Agreement]

Xxxxx Fargo Bank, N.A. as a Consenting Lender
By:		/s/ Xxxxx Xxxxx
Name: Xxxxx Xxxxx
Title:   Director

[Amend. No. 1 to ABL Agreement]

CITIBANK, N.A., as a Consenting Lender
By:		/s/ Xxxxx Xxxxx
Name: Xxxxx Xxxxx
Title:   Vice President

[Amend. No. 1 to ABL Agreement]

MUFG Union Bank, N.A.,
as a Consenting Lender
By:		/s/ Xxxxx Xxxxxxxx
Name: Xxxxx Xxxxxxxx
Title:   Director

[Amend. No. 1 to ABL Agreement]

Credit Suisse AG, Cayman Islands Branch, as a Consenting Lender
By:		/s/ Xxxxxxx X’Xxxx
Name: Xxxxxxx X’Xxxx
Title:   Authorized Signatory
By:		/s/ D. Xxxxxx Xxxxxxx
Name: D. Xxxxxx Xxxxxxx
Title:   Authorized Signatory

[Amend. No. 1 to ABL Agreement]

Bank of Montreal, as a Consenting Lender
By:		/s/ Xxxxxxxxx Xxxxxxxx
Name: Xxxxxxxxx Xxxxxxxx
Title:   Vice President

[Amend. No. 1 to ABL Agreement]

Xxxxxx Xxxxxxx Senior Funding, Inc., as a Consenting Lender
By:		/s/ Xxxxx Xxxxxx
Name: Xxxxx Xxxxxx
Title:   Vice President

[Amend. No. 1 to ABL Agreement]

PNC Bank, National Association, as a Consenting Lender
By:		/s/ Xxxx Xxxxxxx
Name: Xxxx Xxxxxxx
Title:   Senior Vice President

[Amend. No. 1 to ABL Agreement]

U.S. BANK NATIONAL ASSOCIATION as a Consenting Lender
By:		/s/ Xxxxxxxxxxx X. Xxxxx
Name: Xxxxxxxxxxx X. Xxxxx
Title:   Vice President

[Amend. No. 1 to ABL Agreement]

Barclays Bank PTC, as a Consenting Lender
By:		/s/ Xxxxx Xxxxxxxxx
Name: Xxxxx Xxxxxxxxx
Title:   Assistant Vice President

[Amend. No. 1 to ABL Agreement]