EX-10.3

Exhibit 10.3

AMENDMENT NO. 1

AMENDMENT NO. 1, 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.

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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/ Robert Dimond
		Name: Robert Dimond
		Title: Executive Vice President and Chief
		Financial Officer