Stock Purchase Agreement



 Exhibit 10.1 
 March 30, 2011 
 International Finance Corporation 

2121 Pennsylvania Avenue, N.W. 
 Washington, D.C.
20433 
 Attention: Fares T. Zaki 
 Receipt Acknowledgment of Offer Letter No. SPA 001/2011 
 Dear Sirs: 

UBS A.G., London Branch hereby acknowledges receipt of your Offer Letter, dated March 30, 2011, which had annexed to it a Stock Purchase Agreement
(a copy of which is enclosed hereto). This letter does not constitute acceptance of your offer contained in the Offer Letter. 
  

			
	Sincerely,
	
	UBS A.G., LONDON BRANCH
	
	 





	Name: CESAR GUEIKIAN
	Title: MANAGING DIRECTOR
	
	 





	Name: SCOTT STEVENS
	Title: MANAGING DIRECTOR


 Enclosure 







 Exhibit 10.1 

 
 March 30, 2011 
 Palermo Argentina Holdings I, S.L. 
 c/o The Capital Group Companies 

333 S. Hope Street 
 Los Angeles, CA 90071

 Attention: Mark Brubaker 
 Receipt Acknowledgment of Offer Letter No. SPA 001/2011 
 Dear Sirs: 

UBS A.G., London Branch hereby acknowledges receipt of your Offer Letter, dated March 30, 2011, which had annexed to it a Stock Purchase Agreement
(a copy of which is enclosed hereto). This letter does not constitute acceptance of your offer contained in the Offer Letter. 
  

			
	Sincerely,
	
	UBS A.G., LONDON BRANCH
	
	 





	Name: CESAR GUEIKIAN
	Title: MANAGING DIRECTOR
	
	 





	Name: SCOTT STEVENS
	Title: MANAGING DIRECTOR


 Enclosure 







 Exhibit 10.1 

 
 March 30, 2011 
 Palermo Argentina Holdings II, S.L. 
 c/o The Capital Group Companies 

333 S. Hope Street 
 Los Angeles, CA 90071

 Attention: Mark Brubaker 
 Receipt Acknowledgment of Offer Letter No. SPA 001/2011 
 Dear Sirs: 

UBS A.G., London Branch hereby acknowledges receipt of your Offer Letter, dated March 30, 2011, which had annexed to it a Stock Purchase Agreement
(a copy of which is enclosed hereto). This letter does not constitute acceptance of your offer contained in the Offer Letter. 
  

			
	Sincerely,
	
	UBS A.G., LONDON BRANCH
	
	 





	Name: CESAR GUEIKIAN
	Title: MANAGING DIRECTOR
	
	 





	Name: SCOTT STEVENS
	Title: MANAGING DIRECTOR


 Enclosure 







 Exhibit 10.1 

 
 March 30, 2011 
 SCF Chile S.A. 
 c/o PineBridge Investments Partners LLC 

399 Park Avenue, 4th Floor, New York, NY 10022 

Attention: Nicholas Brown 

Receipt Acknowledgment of Offer Letter No. SPA 001/2011 
 Dear Sirs: 
 UBS A.G., London Branch hereby acknowledges receipt of your Offer Letter, dated
March 30, 2011, which had annexed to it a Stock Purchase Agreement (a copy of which is enclosed hereto). This letter does not constitute acceptance of your offer contained in the Offer Letter. 

 

			
	Sincerely,
	
	UBS A.G., LONDON BRANCH
	
	 





	Name: CESAR GUEIKIAN
	Title: MANAGING DIRECTOR
	
	 





	Name: SCOTT STEVENS
	Title: MANAGING DIRECTOR


 Enclosure 







 Exhibit 10.1 

 
 March 30, 2011 
 BSSF Chile S.A. 
 c/o PineBridge Investments Partners LLC 

399 Park Avenue, 4th Floor, New York, NY 10022 

Attention: Nicholas Brown 

Receipt Acknowledgment of Offer Letter No. SPA 001/2011 
 Dear Sirs: 
 UBS A.G., London Branch hereby acknowledges receipt of your Offer Letter, dated
March 30, 2011, which had annexed to it a Stock Purchase Agreement (a copy of which is enclosed hereto). This letter does not constitute acceptance of your offer contained in the Offer Letter. 

 

			
	Sincerely,
	
	UBS A.G., LONDON BRANCH
	
	 





	Name: CESAR GUEIKIAN
	Title: MANAGING DIRECTOR
	
	 





	Name: SCOTT STEVENS
	Title: MANAGING DIRECTOR


 Enclosure 







 Exhibit 10.1 

 
 March 30, 2011 
 BSSFP Chile S.A. 
 c/o PineBridge Investments Partners LLC 

399 Park Avenue, 4th Floor, New York, NY 10022 

Attention: Nicholas Brown 

Receipt Acknowledgment of Offer Letter No. SPA 001/2011 
 Dear Sirs: 
 UBS A.G., London Branch hereby acknowledges receipt of your Offer Letter, dated
March 30, 2011, which had annexed to it a Stock Purchase Agreement (a copy of which is enclosed hereto). This letter does not constitute acceptance of your offer contained in the Offer Letter. 

 

			
	Sincerely,
	
	UBS A.G., LONDON BRANCH
	
	 





	Name: CESAR GUEIKIAN
	Title: MANAGING DIRECTOR
	
	 





	Name: SCOTT STEVENS
	Title: MANAGING DIRECTOR


 Enclosure 







 Exhibit 10.1 

 
 March 30, 2011 
 International Finance Corporation 
 2121 Pennsylvania Avenue, N.W. 

Washington, D.C. 20433 
 Attention: Fares T. Zaki

 Letter of Acceptance of Offer No. SPA 001/2011 
 Dear Sirs: 
 UBS A.G., London Branch hereby accepts your offer, as set forth in your Offer Letter,
dated March 30, 2011. We acknowledged receipt of such offer on March 30, 2011. 
  

			
	Sincerely,
	
	UBS A.G., LONDON BRANCH
	
	 





	Name: CESAR GUEIKIAN
	Title: MANAGING DIRECTOR
	
	 





	Name: SCOTT STEVENS
	Title: MANAGING DIRECTOR









 Exhibit 10.1 

 
 March 30, 2011 
 Palermo Argentina Holdings I, S.L. 
 c/o The Capital Group Companies 

333 S. Hope Street 
 Los Angeles, CA 90071

 Attention: Mark Brubaker 
 Letter of Acceptance of Offer No. SPA 001/2011 
 Dear Sirs: 

UBS A.G., London Branch hereby accepts your offer, as set forth in your Offer Letter, dated March 30, 2011. We acknowledged receipt of such offer on
March 30, 2011. 
  

			
	Sincerely,
	
	UBS A.G., LONDON BRANCH
	
	 





	Name: CESAR GUEIKIAN
	Title: MANAGING DIRECTOR
	
	 





	Name: SCOTT STEVENS
	Title: MANAGING DIRECTOR









 Exhibit 10.1 

 
 March 30, 2011 
 Palermo Argentina Holdings II, S.L. 
 c/o The Capital Group Companies 

333 S. Hope Street 
 Los Angeles, CA 90071

 Attention: Mark Brubaker 
 Letter of Acceptance of Offer No. SPA 001/2011 
 Dear Sirs: 

UBS A.G., London Branch hereby accepts your offer, as set forth in your Offer Letter, dated March 30, 2011. We acknowledged receipt of such offer on
March 30, 2011. 
  

			
	Sincerely,
	
	UBS A.G., LONDON BRANCH
	
	 





	Name: CESAR GUEIKIAN
	Title: MANAGING DIRECTOR
	
	 





	Name: SCOTT STEVENS
	Title: MANAGING DIRECTOR









 Exhibit 10.1 

 
 March 30, 2011 
 SCF Chile S.A. 
 c/o PineBridge Investments Partners LLC 

399 Park Avenue, 4th Floor, New York, NY 10022 

Attention: Nicholas Brown 

Letter of Acceptance of Offer No. SPA 001/2011 
 Dear Sirs: 
 UBS A.G., London Branch hereby accepts your offer, as set forth in your Offer Letter,
dated March 30, 2011. We acknowledged receipt of such offer on March 30, 2011. 
  

			
	Sincerely,
	
	UBS A.G., LONDON BRANCH
	
	 





	Name: CESAR GUEIKIAN
	Title: MANAGING DIRECTOR
	
	 





	Name: SCOTT STEVENS
	Title: MANAGING DIRECTOR









 Exhibit 10.1 

 
 March 30, 2011 
 BSSF Chile S.A. 
 c/o PineBridge Investments Partners LLC 

399 Park Avenue, 4th Floor, New York, NY 10022 

Attention: Nicholas Brown 

Letter of Acceptance of Offer No. SPA 001/2011 
 Dear Sirs: 
 UBS A.G., London Branch hereby accepts your offer, as set forth in your Offer Letter,
dated March 30, 2011. We acknowledged receipt of such offer on March 30, 2011. 
  

			
	Sincerely,
	
	UBS A.G., LONDON BRANCH
	
	 





	Name: CESAR GUEIKIAN
	Title: MANAGING DIRECTOR
	
	 





	Name: SCOTT STEVENS
	Title: MANAGING DIRECTOR









 Exhibit 10.1 

 
 March 30, 2011 
 BSSFP Chile S.A. 
 c/o PineBridge Investments Partners LLC 

399 Park Avenue, 4th Floor, New York, NY 10022 

Attention: Nicholas Brown 

Letter of Acceptance of Offer No. SPA 001/2011 
 Dear Sirs: 
 UBS A.G., London Branch hereby accepts your offer, as set forth in your Offer Letter,
dated March 30, 2011. We acknowledged receipt of such offer on March 30, 2011. 
  

			
	Sincerely,
	
	UBS A.G., LONDON BRANCH
	
	 





	Name: CESAR GUEIKIAN
	Title: MANAGING DIRECTOR
	
	 





	Name: SCOTT STEVENS
	Title: MANAGING DIRECTOR









 Exhibit 10.1 

 
 March 30, 2011 
 UBS A.G., London Branch 
 100 Liverpool Street 

London EC2M 2RH 
 United Kingdom 

Offer Letter No. SPA 001/2011 
 Dear Sirs: 
 We hereby offer, on a several basis, to sell you all of the shares of
Jumbo Retail Argentina S.A. owned by the undersigned. Enclosed for your consideration is a Stock Purchase Agreement, which contains the terms and conditions of our proposed sale to you. You may accept this offer by notifying us in writing. This
offer will expire if not accepted in writing by you by 12:00 pm, New York time, on March 30, 2011. 
 Should you have any
questions, please fee! free to contact any of the undersigned. 
  

	
	Sincerely,
	
	[Signatures on following pages]









 Exhibit 10.1 

 
  

			
	INTERNATIONAL FINANCE CORPORATION
		
	By:	 	 







 
			
	Name: Fares T. Zaki
	Title: Manager
	
	PALERMO ARGENTINA HOLDINGS I, S.L.


 
			
		
	At:	 	
		
	By:	 	  



 

			
	Name:	 	
	Title:	 	
	
	PALERMO ARGENTINA HOLDINGS II, S.L


 
			
		
	At:	 	
		
	By:	 	  



 

			
	Name:	 	
	Title:	 	



  
 [Signature
Page for Offer Letter] 








 Exhibit 10.1 

 
  

			
	IFC
		
	By:	 	  



 

			
	Name: Fares T. Zaki
	Title: Manager
	
	PALERMO ARGENTINA HOLDINGS I, S.L.


 
			
		
	At:	 	
		
	By:	 	 







 
					
	Name:	 	Mark Brubaker	 	(ILLEGIBLE)
	Title:	 	Attorney-in-fact (Apoderado)	 	
		
	PALERMO ARGENTINA HOLDINGS II, S.L.	 	


 
					
			
	At:	 		 	
		
	By:	 	 







 
					
	Name:	 	Mark Brubaker	 	(ILLEGIBLE)
	Title:	 	Attorney-in-fact (Apoderado)	 	



  
 [Signature
Page for Offer Letter] 








 Exhibit 10.1 

 
  

			
	SCF CHILE S.A.
		
	By:	 	 







 
			
	Name: Nicholas Brown
	Its: Authorized Representative
	
	BSSF CHILE S.A.
		
	By:	 	 







 
			
	Name: Nicholas Brown
	Its: Authorized Representative
	
	BSSFP CHILE S.A.
		
	By:	 	 







 
			
	Name: Nicholas Brown
	Its: Authorized Representative


 Enclosure 

  
 [Signature
Page for Offer Letter] 








 Exhibit 10.1 

 
 March 30, 2011 
 UBS A.G., London Branch 
 100 Liverpool Street 

London EC2M 2RH 
 United Kingdom 

Receipt Acknowledgement of Acceptance of Offer No. SPA 001/2011 
 Dear Sirs: 
 We hereby acknowledge receipt of your Letter of Acceptance of Offer, dated
March 30, 2011, accepting the offer contained in our Offer Letter, dated March 30, 2011. 
  

	
	[Signatures on following pages]









 Exhibit 10.1 

 
  

			
	Sincerely,
	
	INTERNATIONAL FINANCE CORPORATION
		
	By:	 	 







 
			
	Name: Fares T. Zaki
	Title: Manager


 
			
	
	PALERMO ARGENTINA HOLDINGS I, S.L.
		
	At:	 	
		
	By:	 	  



 

			
	Name:	 	
	Title:	 	


 
			
	
	PALERMO ARGENTINA HOLDINGS II, S.L.
		
	At:	 	
		
	By:	 	  



 

			
	Name:	 	
	Title:	 	



  
 [Signature
Page for Acknowledgement of Receipt of Acceptance of Offer] 








 Exhibit 10.1 

 
  

			
	Sincerely,
	
	IFC
		
	By:	 	  



 
			
	Name: Fares T. Zaki
	Title: Manager


 
			
	
	PALERMO ARGENTINA HOLDINGS I, S.L.
		
	At:	 	
		
	By:	 	 







 
					
	Name:	 	Mark Brubaker	 	(ILLEGIBLE)
	Title:	 	Attorney-in-fact (Apoderado)	 	


 
			
	
	PALERMO ARGENTINA HOLDINGS II, S.L.
		
	At:	 	
		
	By:	 	 







 
					
	Name:	 	Mark Brubaker	 	(ILLEGIBLE)
	Title:	 	Attorney-in-fact (Apoderado)	 	



  
 [Signature
Page for Acknowledgement of Receipt of Acceptance of Offer] 








 Exhibit 10.1 

 
  

			
	SCF CHILE S.A.
		
	By:	 	 







 
			
	Name: Nicholas Brown
	Its: Authorized Representative
	
	BSSF CHILE S.A.
		
	By:	 	 







 
			
	Name: Nicholas Brown
	Its: Authorized Representative
	
	BSSFP CHILE S.A.
		
	By:	 	 







 
			
	Name: Nicholas Brown
	Its: Authorized Representative



  
 [Signature
Page for Acknowledgement of Receipt of Acceptance of Offer] 








 Exhibit 10.1 

 
 STOCK PURCHASE AGREEMENT 

This STOCK PURCHASE AGREEMENT, dated as of March 30, 2011, is made by and among (i) UBS A.G., LONDON BRANCH, a company
organized and existing under the laws of Switzerland (the “Buyer”), (ii) PALERMO ARGENTINA HOLDINGS I, S.L., an Entidad de Tenencia de Valores Extranjeros organized and existing under the laws of the Kingdom of
Spain (“Capital Spain I”), (iii) PALERMO ARGENTINA HOLDINGS II, S.L., an Entidad de Tenencia de Valores Extranjeros organized and existing under the laws of the Kingdom of Spain (“Capital Spain II” and
together with Capital Spain I, the “Capital Entities”), (iv) INTERNATIONAL FINANCE CORPORATION, an international organization established by Articles of Agreement among its member countries, including the Republic of
Argentina and the Republic of Chile (“IFC”), (v) SCF CHILE S.A., a corporation organized and existing under the laws of the Republic of Chile (“SCF Chile”), (vi) BSSF CHILE S.A., a
corporation organized and existing under the laws of the Republic of Chile (“BSSF Chile”), and (vii) BSSFP CHILE S. A., a corporation organized and existing under the laws of the Republic of Chile (“BSSFP
Chile” and together with SCF Chile and BSSF Chile, the “Pinebridge Entities”) (the Capital Entities, IFC, and the Pinebridge Entities referred to collectively as the “Sellers” and each individually as a
“Seller”). 
 RECITALS 
 WHEREAS, each Seller owns ordinary shares in the capital of Jumbo Retail Argentina S. A., a closed stock corporation organized and existing under the laws of Argentina (the “Company”), in
the respective amount set forth in Annex A attached hereto, the aggregate of all such amounts being all of the shares of the Company owned by Sellers (the “Shares”); 

WHEREAS, pursuant to Section 4.5 of the Shareholders Agreement, dated as of October 7, 2005, as amended on March 24, 2011,
among the Company and the shareholders party thereto (the “Shareholders Agreement”), each Seller has the option (the “Swap Option”) to sell part or all of its respective Shares to Cencosud S.A.
(“Cencosud”) or its designee, subject to the terms set forth in the Shareholders Agreement, in return for shares of Cencosud or cash at the option of Cencosud; 

WHEREAS, each Seller has exercised its respective Swap Option to sell all of its respective Shares to Cencosud under the Shareholders
Agreement and Cencosud has instructed each Seller to sell its respective Shares to Buyer, as Cencosud’s designee; 

WHEREAS, Buyer wishes to purchase all of the respective Shares from each Seller, in exchange for cash, on the terms and conditions set
forth in this Agreement; and 







 Exhibit 10.1 

 
 WHEREAS, the per share price at which the Shares will be sold
pursuant to the Swap Option has been determined pursuant to Section 4.5(d) of the Shareholders Agreement; 
 NOW,
THEREFORE, in consideration of the mutual promises, covenants, representations and warranties made herein and of the mutual benefits to be derived herefrom, the parties hereto agree as follows: 

1. Sale and Purchase of the Shares. 
 1.1 Sale and Purchase of the Shares. Subject to the terms and conditions hereof, each Seller will sell all of its respective Shares to Buyer and Buyer will purchase all of the respective Shares
from each Seller for a price per Share equal to US$ 1.2024, payable in cash at the closing in the manner set forth in Section 1.2. 
 1.2 Closing. The closing of the sale and purchase of all of the Shares (the “Closing”) shall take place at the offices of Debevoise & Plimpton LLP, in New York, New York
at 9:00 a.m. New York time on March 30, 2011, unless the parties otherwise agree in writing (the “Closing Date”). At the Closing: 
 (a) Sellers shall deliver to Buyer, free and clear of any liens, charges or encumbrances of any kind whatsoever (collectively, “Liens”), certificates representing all of the Shares, and a
copy of an executed letter from Sellers to the Company informing it of the sale of the Shares to Buyer (the form of such letter attached hereto as Exhibit A, the “Section 215 Letter”): and 

(b) As set forth in Annex A, Buyer will pay to each Seller (i) the aggregate purchase price amount set
forth opposite such Seller’s name (each such amount, the “Individual Aggregate Purchase Price”), plus (ii) the applicable interest due in the amount set forth opposite such Seller’s name (each such
amount, the “Individual Interest Amount”). All such amounts shall be paid by wire transfer of immediately available funds, free and clear of any deduction or withholding, to the account that has been previously designated by such
Seller. 
 2. Representations and Warranties of Seller. Each Seller represents and warrants to Buyer, in respect of
itself only, as of the date of Closing, as follows: 
 2.1 Corporate Status; Authorization, etc. Other than in the case
of IFC, such Seller is duly formed, validly existing and in good standing under the laws of the country of its organization or formation. Such Seller has full power and authority to execute and deliver this Agreement, to perform its obligations
hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement, the performance of such Seller’s obligations hereunder and the consummation of the transactions contemplated hereby have been duly
authorized by all 

  
 2 








 Exhibit 10.1 

 
 
requisite corporate or organizational action of such Seller. Such Seller has duly executed and delivered this Agreement. Other than in the case of IFC, this Agreement constitutes the legal, valid
and binding obligation of such Seller enforceable against such Seller in accordance with its terms. 
 2.2 Title to
Shares. Such Seller owns, beneficially and of record, the respective Shares, free and clear of any Liens. Upon the delivery of and payment for such Seller’s Shares at the Closing as provided for in this Agreement, Buyer will acquire in the
case of IFC all of its rights, title and interest in and to such Shares, free and clear of any Liens, and in the case of each other Seller, good and valid title to each of their respective Shares, free and clear of any Liens. 

3. Representations and Warranties of Buyer. Buyer represents and warrants to each Seller, as of the date of Closing, as follows:

 3.1 Corporate Status; Authorization, etc. It is a company duly organized, validly existing and in good standing under
the laws of Switzerland. It has full company power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement, the
performance of its obligations hereunder and the consummation of the transactions contemplated hereby have been duly authorized by all requisite corporate action of it. It has duly executed and delivered this Agreement. Other than for IFC, to which
Buyer does not make the following representation, this Agreement constitutes the legal, valid and binding obligation of Buyer enforceable against it in accordance with its terms. 

4. Miscellaneous. 
 4.1 Further Assurances. Each party shall negotiate, execute and deliver all reasonably required documents and do all other acts which may be reasonably requested by the other to implement and carry
out the terms and conditions of this Agreement. 
 4.2 Expenses. Each party shall bear its own respective expenses, costs
and fees (including attorneys’, auditors’ and financing commitment fees) in connection with the transactions contemplated hereby, including the preparation, execution and delivery of this Agreement and compliance herewith, other than in
the case of any expenses, costs and fees the allocation of which is specifically addressed in the Shareholders Agreement. 
 4.3
Governing Law, etc. THIS AGREEMENT SHALL BE GOVERNED IN ALL RESPECTS, INCLUDING AS TO VALIDITY, INTERPRETATION AND EFFECT, BY THE INTERNAL LAWS OF THE STATE OF NEW YORK. 

  
 3 








 Exhibit 10.1 

 
 4.4 Arbitration. Any dispute, controversy or claim
arising out of or in connection with, or relating to, this Agreement, or the breach, termination or validity thereof, will be finally settled exclusively by arbitration in accordance with the Rules of Arbitration of the London Court of International
Arbitration, as in effect at the time of the arbitration, except as modified herein or by mutual agreement of the parties. The seat of the arbitration will be Miami, Florida, provided that the arbitrators may hold hearings in such other locations as
the arbitrators determine to be most convenient and efficient for all of the parties to such arbitration under the circumstances. The arbitration will be governed by the Federal Arbitration Act, The arbitration shall be conducted in English.

 4.5 Binding Effect. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their
respective heirs, successors and permitted assigns. 
 4.6 Assignment. This Agreement shall not be assignable or
otherwise transferable by any party hereto without the prior written consent of the other parties hereto. 
 4.7 No Third
Party Beneficiaries. Nothing in this Agreement shall confer any rights upon any person or entity other than the parties hereto and their respective heirs, successors and permitted assigns. 

4.8 Entire Agreement. This Agreement constitutes the entire agreement of the parties and supersedes all prior agreements and
understandings, both written and oral, between the parties with respect to the subject matter hereof. 
 4.9
Severability. If any provision, including any phrase, sentence, clause, section or subsection, of this Agreement is invalid, inoperative or unenforceable for any reason, such circumstances shall not have the effect of rendering such provision
in question invalid, inoperative or unenforceable in any other case or circumstance, or of rendering any other provision herein contained invalid, inoperative, or unenforceable to any extent whatsoever. 

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

  
 4 








 Exhibit 10.1 

 
 ANNEX A 

ANNEX A 
  

													
	 Seller
	  	Number of Shares
Owned	 	  	Individual
Aggregate 
Purchase
Price (in US$)	 	  	Individual
Interest Amount
(in US$)	 
	 Capital Spain I
	  	 	100,057,925	  	  	$	120,309,681.44	  	  	$	31,748.39	  
	 Capital Spain II
	  	 	83,741,569	  	  	$	100,690,889.70	  	  	$	26,571.21	  
	 IFC
	  	 	91,899,272	  	  	$	110,499,714.43	  	  	$	29,159.65	  
	 SCF Chile
	  	 	41,354,672	  	  	$	49,724,871.01	  	  	$	13,121.84	  
	 BSSF Chile
	  	 	38,904,178	  	  	$	46,778,396.23	  	  	$	12,344.30	  
	 BSSFP Chile
	  	 	11,640,422	  	  	$	13,996,447.18	  	  	$	3,693.51	  








 Exhibit 10.1 
 March 28, 2011 
 Jumbo Retail Argentina S.A. 

Suipacha 1111, 18th floor 
 Buenos Aires C1008AAW

 Attention: Carlos Mechetti 
 Section 215 Letter 
 Dear Sirs: 

This Section 215 Letter is to inform you of the sale and transfer of all of the shares of Jumbo Retail Argentina S.A. owned by the
undersigned to UBS A.G., London Branch on March 30, 2011. 
 This Section 215 Letter may be executed in several
counterparts, each of which shall be deemed an original and all of which shall together constitute one and the same instrument. 

[Notarized Signatures on Following Pages] 







 Exhibit 10.1 

 
  

			
	Sincerely,
	
	PALERMO ARGENTINA HOLDINGS I, S.L.
		
	By:	 	 





	Name:	 	Mark Brubaker
	Title:	 	Attorney-in-fact (Apoderado)
	
	[ACKNOWLEDGEMENT]



  
 [Signature
Page for Section 215 Letter to Jumbo Retail Argentina S.A.] 








 Exhibit 10.1 

 
  

			
	PALERMO ARGENTINA HOLDINGS II, S.L.
		
	By:	 	 





	Name:	 	Mark Brubaker
	Title:	 	Attorney-in-fact (Apoderado)
	
	[ACKNOWLEDGEMENT]



  
 [Signature
Page for Section 215 Letter to Jumbo Retail Argentina S.A.] 








 Exhibit 10.1 

 
 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT 

 

					
		
	State of California	 	}
	  
 County of
	 	  
 Los Angeles
	 


																					
								
	On	 		 		 		 		 	 March 28, 2011
	 	before me,	 	 Laura Stephens, Notary
Public



																					
		 		 		 		 		 	Date	 		 	Here Insert Name and Title of the Officer


					
		
	personally appeared	 	 Mark Brubaker

		 	Name(s) of Signer(s)
	
	  



 

			
	



	  	 who proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and
acknowledged to me that he executed the same in his authorized capacity, and that by his signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument.

 

	  	 I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and
correct.
  

		  	WITNESS my hand and official seal.


							
			
		  	       Signature	 	 







					
	Place Notary Seal Above	  		  	 Signature of Notary Public


  

					
	  
	 	OPTIONAL	 	  


 Though the information below is not required by law, it may prove valuable to persons relying on the
document 
 and could prevent fraudulent removal and reattachment of this form to another document. 

Description of Attached Document 
  

							
	Title or Type of Document:	 	 Section 215
letter



							
				
	Document Date:	 	 March 28, 2011
	 	Number of Pages:	 	 1



			
		
	Signer(s) Other Than Named Above:	 	 none


 
 Capacity(ies) Claimed by Signer(s) 

 



							
	Signer’s Name:	  	 Mark Brubaker



											
	 ̈ Individual	 		 	
	 ̈ Corporate Officer — Title(s):
                                	 	
	 ̈ Partner —  ̈ Limited  ̈ General	 	  
 




	 	
	x Attorney in Fact	 		 	 
	  ̈ Trustee

 ̈ Guardian or Conservator
	 		 	 
	 		 	 
	 ̈ Other:	 	  
	 		 	 
	  
	 		 	 
	Signer is Representing:	 	  
	 		 	 
	 Palermo Argentina
	 		 	 
	 Holdings I & II, S.L.
	 		 	 

 


							
	Signer’s Name:	  	  



											
	 ̈ Individual	 		 	
	 ̈ Corporate Officer — Title(s):
                                	 	
	 ̈ Partner —  ̈ Limited  ̈ General	 	  
 




	 	
	 ̈ Attorney in Fact	 		 	 
	  ̈ Trustee

 ̈ Guardian or Conservator
	 		 	 
	 		 	 
	 ̈ Other:	 	  
	 		 	 
	  
	 		 	 
	Signer is Representing:	 	  
	 		 	 
	  
	 		 	 
	  
	 		 	 

 
 

  
  

©2007 National Notary Association — 9350 De Solo Ave., P.O.Box 2402 — [ILLEGIBLE], CA 91313-2402 www.NationalNotary.org [ILLEGIBLE] Reorder: [ILLEGIBLE]-1-800[ILLEGIBLE] 







 Exhibit 10.1 

 
  

			
	INTERNATIONAL FINANCE CORPORATION
		
	By:	 	 





	Name:	 	Fares T. Zaki
	Title:	 	Manager
	
	Sworn to before me
	
	This 29 day of March, 2011
	
	 





	Notary Public
		
		 	DANA L. SAUNDERS
		 	Notary Public, State of New York
		 	No. 01SA[ILLEGIBLE]
		 	Qualified in New York County
		 	Commission Expires March 4, 2014



  
 [Signature
Page for Section 215 Letter to Jumbo Retail Argentina S.A.] 








 Exhibit 10.1 

 
  

					
	SCF CHILE S.A.
		
	By:	 	 





	Name:	 	Nicholas Brown
	Title:	 	Authorized Representative
	
	Sworn to before me
	
	This 28th day of MARCH, 2011
	
	 





	Notary Public	 	
		
		 	 KAI PEARSON
 Notary Public, State of New York
 No.
01PE[ILLEGIBLE]
 Qualified in New York County
Commission Expires Sept. 8, 2011

	
	BSSF CHILE S.A.
		
	By:	 	 





	Name:	 	Nicholas Brown
	Title:	 	Authorized Representative
	
	Sworn to before me
	
	This 28th day of MARCH, 2011
	
	 





	Notary Public
			
		 		 	 KAI PEARSON
 Notary Public, State of New York
 No.
01PE[ILLEGIBLE]
 Qualified in New York County
Commission Expires Sept. 8, 2011




  
 [Signature
Page for Section 215 Letter to Jumbo Retail Argentina S.A.] 








 Exhibit 10.1 

 
  

					
	BSSFP CHILE S.A
		
	By:	 	 





	Name:	 	Nicholas Brown
	Title:	 	Authorized Representative
	
	Sworn to before me
	
	This 28th day of MARCH, 2011
	
	 





	Notary Public
			
		 		 	 KAI PEARSON
 Notary Public, State of New York
 No.
01PE[ILLEGIBLE]
 Qualified in New York County
Commission Expires Sept. 8, 2011




  
 [Signature
Page for Section 215 Letter to Jumbo Retail Argentina S.A.] 








 Exhibit 10.1 

 
 March 30, 2011 
 To: The Financial Investors 
 Designation of UBS A.G., London Branch as
Cencosud’s Designee under the 
 Shareholders Agreement 
 Dear Sirs: 
 Reference is made to the Shareholders Agreement, dated as of
October 7, 2005 and amended on March 24, 2011, by and between Jumbo Retail Argentina S.A. and the shareholders party thereto (the “Shareholders Agreement”). Capitalized terms used herein without definition have the
definition given to them in the Shareholders Agreement. 
 Cencosud hereby designates UBS A.G., London Branch
(“Designee”) as its designee to purchase all relevant Shares, pursuant to the Shareholders Agreement, in respect of the Swap Option exercised by the Financial Investors on September 28, 2010. 

Cencosud hereby directs each Financial Investor to sell such Shares to the Designee and acknowledges that Cencosud remains obligated to
purchase such Shares pursuant to the Shareholders Agreement until each Financial Investor has received in full the purchase price for its Shares, in the amount determined pursuant to the Shareholders Agreement. 

Each Financial Investor acknowledges that the purchase of its Shares by Designee will fulfill, upon receipt by each Financial Investor of
the full amount of the purchase price of such Shares, Cencosud’s obligation to purchase such Financial Investor’s Shares pursuant to the Shareholders Agreement. 
 If the foregoing meets with your approval, kindly countersign this letter agreement below to indicate your acceptance and agreement to its terms. 

[End of text. Signature page follows.] 







 Exhibit 10.1 

 
  

			
	Sincerely,
	
	CENCOSUD S.A.
		
	By:	 	 





	Name:	 	
	Title:	 	
	
	 The foregoing agreement is hereby agreed to and accepted as of the date thereof.

 
 INTERNATIONAL FINANCE CORPORATION


		
	By:	 	  

	Name:	 	Fares T. Zaki
	Title:	 	Manager
	
	PALERMO ARGENTINA HOLDINGS I, S.L.
		
	By:	 	  

	Name:	 	Mark Brubaker
	Title:	 	Attorney-in-fact (Apoderado)
	
	PALERMO ARGENTINA HOLDINGS II, S.L.
		
	By:	 	  

	Name:	 	Mark Brubaker
	Title:	 	Attorney-in-fact (Apoderado)



  
 2 








 Exhibit 10.1 

 
  

			
	Sincerely,
	
	CENCOSUD S.A.
		
	By:	 	  

	Name:	 	
	Title:	 	
	
	The foregoing agreement is hereby agreed to and accepted as of the date thereof.
	
	INTERNATIONAL FINANCE CORPORATION
		
	By:	 	 





	Name:	 	Fares T. Zaki
	Title:	 	Manager
	
	PALERMO ARGENTINA HOLDINGS I, S.L.
		
	By:	 	  

	Name:	 	Mark Brubaker
	Title:	 	Attorney-in-fact (Apoderado)
	
	PALERMO ARGENTINA HOLDINGS II, S.L.
		
	By:	 	  

	Name:	 	Mark Brubaker
	Title:	 	Attorney-in-fact (Apoderado)



  
 2 








 Exhibit 10.1 

 
  

			
	Sincerely,
	
	CENCOSUD S.A.
		
	By:	 	  

	Name:	 	
	Title:	 	
	
	The foregoing agreement is hereby agreed to and accepted as of the date thereof.
	
	INTERNATIONAL FINANCE CORPORATION
		
	By:	 	  

	Name:	 	Fares T. Zaki
	Title:	 	Manager
	
	PALERMO ARGENTINA HOLDINGS I, S.L.
		
	By:	 	 





	Name:	 	Mark Brubaker
	Title:	 	Attorney-in-fact (Apoderado)
	
	PALERMO ARGENTINA HOLDINGS II, S.L.
		
	By:	 	 





	Name:	 	Mark Brubaker
	Title:	 	Attorney-in-fact (Apoderado)



  
 2 








 Exhibit 10.1 

 
  

			
	SCF CHILE S.A.
		
	By:	 	 





	Name:	 	Nicholas Brown
	Title:	 	Authorized Representative
	
	BSSF CHILE S.A.
		
	By:	 	 





	Name:	 	Nicholas Brown
	Title:	 	Authorized Representative
	
	BSSFP CHILE S.A.
		
	By:	 	 





	Name:	 	Nicholas Brown
	Title:	 	Authorized Representative



  
 3