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. 

  
 -2- 













 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] 

  
 -3- 













 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



  

  
 [Amend. No. 1 to ABL
Agreement] 













 
			
	CO-BORROWERS:
	
	ALBERTSON’S LLC
		
	By:	 	 /s/ Robert A. Gordon

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

	
	NEW ALBERTSONS L.P.
		
	By:	 	 /s/ Robert Dimond

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

	
	SAFEWAY INC.
		
	By:	 	 /s/ Robert A. Gordon

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

	
	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




  
 [Amend. No. 1 to ABL
Agreement] 













 
			
	GUARANTORS:
	
	NAI HOLDINGS GP LLC
		
	By:	 	 /s/ Robert Dimond

		 	 Name:   Robert Dimond

		 	 Title:     Executive Vice President, General

		 	 Counsel & Secretary

	
	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

	
	ALBERTSON’S STORES SUB LLC
		
	By:	 	 /s/ Bradley Beckstrom

		 	 Name:   Bradley Beckstrom

		 	 Title:     Group Vice President, Real Estate &

		 	 Business Law & Assistant Secretary




  
 [Amend. No. 1 to ABL
Agreement] 













 
			
	AB MANAGEMENT SERVICES CORP.
		
	By:	 	 /s/ Robert Dimond

		 	 Name:   Robert Dimond

		 	 Title:     Executive Vice President & Chief

		 	 Financial Officer

	
	ABS REAL ESTATE COMPANY LLC
		
	By:	 	 /s/ Robert A. Gordon

		 	 Name:   Robert A. Gordon

		 	 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

CLIFFORD W. PERHAM, INC.
 JEWEL COMPANIES, INC.

JEWEL FOOD STORES, INC.
 OAKBROOK BEVERAGE CENTERS,
INC.
 SHAW’S 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.
 SHAW’S 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/ Gary Morton

		 	 Name:   Gary Morton

		 	
Title:     Vice President, Treasurer & Assistant 
Secretary

	
	SHAW’S REALTY TRUST
		
	By:	 	 /s/ Gary Morton

		 	 Name:   Gary Morton

		 	 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/ Bradley Beckstrom

		 	 Name:   Bradley R. Beckstrom

		 	 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/ Bradley Beckstrom

		 	 Name:   Bradley R. Beckstrom

		 	 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/ Bradley Beckstrom

		 	 Name:   Bradley R. Beckstrom

		 	 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/ Bradley Beckstrom

		 	 Name:   Bradley R. Beckstrom

		 	 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
 RANDALL’S HOLDINGS, INC.

RANDALL’S 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/ Laura Donald

		 	 Name:   Laura A. Donald

		 	 Title:     Vice President & Assistant Secretary




  
 [Amend. No. 1 to ABL
Agreement] 













 
			
	 SAFEWAY GIFT CARDS, LLC

SAFEWAY HOLDINGS I, LLC
 GROCERYWORKS.COM, LLC

GROCERYWORKS.COM 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.
 CARR-GOTTSTEIN FOODS
CO.
 SAFEWAY HEALTH INC.

		
	By:	 	 /s/ Laura Donald

		 	 Name:   Laura A. Donald

		 	 Title:     Vice President & Assistant Secretary




  
 [Amend. No. 1 to ABL
Agreement] 













 
			
	GENUARDI’S FAMILY MARKETS LP
	
	 By: GFM HOLDINGS LLC, its general partner

		
	By:	 	 /s/ Laura Donald

		 	 Name:   Laura A. Donald

		 	 Title:     Vice President & Assistant Secretary




  
 [Amend. No. 1 to ABL
Agreement] 













 
			
	RANDALL’S FOOD & DRUGS LP
	
	 By: RANDALL’S FOOD MARKETS, INC.,

its general partner

		
	By:	 	 /s/ Laura Donald

		 	 Name:   Laura A. Donald

		 	 Title:     Vice President & Assistant Secretary




  
 [Amend. No. 1 to ABL
Agreement] 













 
			
	 RANDALL’S MANAGEMENT COMPANY, INC.

RANDALL’S BEVERAGE COMPANY, INC.

		
	By:	 	 /s/ Patrick McCarty

		 	 Name:   Patrick McCarty

		 	 Title:     Vice President




  
 [Amend. No. 1 to ABL
Agreement] 













 
			
	RANDALL’S INVESTMENTS, INC.
		
	By:	 	 /s/ Elizabeth A. Harris

		 	 Name:   Elizabeth A. Harris

		 	 Title:     Vice President & Secretary




  
 [Amend. No. 1 to ABL
Agreement] 













 
			
	DINEINFRESH, INC.
		
	By:	 	 /s/ Laura Donald

		 	 Name:   Laura A. Donald

		 	 Title:     Group Vice President, Corporate

		 	 Law & Assistant Secretary

	
	INFINITE AISLE LLC
		
	By:	 	 /s/ Laura Donald

		 	 Name:   Laura A. Donald

		 	 Title:     Vice President & Assistant Secretary




  
 [Amend. No. 1 to ABL
Agreement] 













 
			
	JA PROCUREMENT LLC
		
	By:	 	 /s/ Laura Donald

		 	 Name:   Laura A. Donald

		 	 Title:     Group Vice President, Corporate Law &

		 	 Assistant Secretary




  
 [Amend. No. 1 to ABL
Agreement] 













 
			
	 BANK OF AMERICA, N.A., as Administrative Agent

		
	By:	 	 /s/ Brian Lindblom

		 	 Name:   Brian Lindblom

		 	 Title:     Senior Vice President




  
 [Amend. No. 1 to ABL
Agreement] 













 
			
	 Bank of America, N.A.,

as a Consenting Lender

		
	By:	 	 /s/ Brian Lindblom

	 Name: Brian Lindblom

	 Title:   Senior Vice President




  
 [Amend. No. 1 to ABL
Agreement] 













 
			
	 Wells Fargo Bank, N.A.

as a Consenting Lender

		
	By:	 	 /s/ Peter Foley

	 Name: Peter Foley

	 Title:   Director




  
 [Amend. No. 1 to ABL
Agreement] 













 
			
	 CITIBANK, N.A.,

as a Consenting Lender

		
	By:	 	 /s/ David Smith

	 Name: David Smith

	 Title:   Vice President




  
 [Amend. No. 1 to ABL
Agreement] 













 
			
	 MUFG Union Bank, N.A.,

	 as a Consenting Lender

		
	By:	 	 /s/ Nadia Mitevska

	 Name: Nadia Mitevska

	 Title:   Director




  
 [Amend. No. 1 to ABL
Agreement] 













 
			
	 Credit Suisse AG, Cayman Islands Branch,

as a Consenting Lender

		
	By:	 	 /s/ William O’Daly

	 Name: William O’Daly

	 Title:   Authorized Signatory

		
	By:	 	 /s/ D. Andrew Maletta

	 Name: D. Andrew Maletta

	 Title:   Authorized Signatory




  
 [Amend. No. 1 to ABL
Agreement] 













 
			
	 Bank of Montreal,

as a Consenting Lender

		
	By:	 	 /s/ Elizabeth Mitchell

	 Name: Elizabeth Mitchell

	 Title:   Vice President




  
 [Amend. No. 1 to ABL
Agreement] 













 
			
	 Morgan Stanley Senior Funding, Inc.,

as a Consenting Lender

		
	By:	 	 /s/ Rikin Pandya

	 Name: Rikin Pandya

	 Title:   Vice President




  
 [Amend. No. 1 to ABL
Agreement] 













 
			
	 PNC Bank, National Association,

as a Consenting Lender

		
	By:	 	 /s/ Sari Garrick

	 Name: Sari Garrick

	 Title:   Senior Vice President




  
 [Amend. No. 1 to ABL
Agreement] 













 
			
	 U.S. BANK NATIONAL ASSOCIATION

as a Consenting Lender

		
	By:	 	 /s/ Christopher D. Fudge

	 Name: Christopher D. Fudge

	 Title:   Vice President




  
 [Amend. No. 1 to ABL
Agreement] 













 
			
	 Barclays Bank PTC,
 as a Consenting
Lender

		
	By:	 	 /s/ Komal Ramkirath

	Name: Komal Ramkirath
	Title:   Assistant Vice President



  
 [Amend. No. 1 to ABL
Agreement]