EX-10.1





 Exhibit 10.1 

AMENDMENT NO. 1 
 to the 

AMENDED AND RESTATED INVESTMENT AGREEMENT 

AMENDMENT NO. 1, dated as of June 25, 2020 (this “Amendment”), to the Amended and Restated Investment Agreement, dated
as of June 9, 2020, by and among Albertsons Companies, Inc., a Delaware corporation (the “Company”) and each of the Investors named therein (as amended, supplemented, amended and restated or otherwise modified from time to
time, the “Investment Agreement”). 
 WHEREAS, pursuant to Section 5.19 of the Investment Agreement, the IPO
Representative (as defined therein) has the right, subject to the terms and conditions set forth therein, to demand that the Company complete an initial public offering if the Company has not completed a Qualified IPO (as defined therein) (the
“IPO Demand”); 
 WHEREAS, each of the Investors party hereto (the “Consenting Investors”) agrees not to
exercise the IPO Demand if the Company has completed an initial public offering satisfying the conditions 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 Investment Agreement. 

SECTION 2. IPO Demand. Each of the Consenting Investors agrees, and any Person becoming a party to the Investment Agreement as a
result of a transfer of any Preferred Shares directly or indirectly from a Consenting Investor shall be required to agree as a condition to becoming a party to the Investment Agreement, that it shall not exercise the IPO Demand if the Company has
completed an IPO that generates gross cash proceeds to the Company and/or selling stockholders of at least $800,000,000 in the aggregate. 

SECTION 3. GOVERNING LAW; WAIVER OF JURY TRIAL. THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED FOR ALL PURPOSES
BY THE INTERNAL SUBSTANTIVE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS EXECUTED AND TO BE WHOLLY PERFORMED WITHIN THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO PRINCIPLES OF CONFLICTS OF LAW. EACH PARTY HERETO HEREBY AGREES AS SET FORTH
FURTHER IN SECTION 8.05(c) AND SECTION 8.05(d) OF THE INVESTMENT AGREEMENT AS IF SUCH SECTION WAS SET FORTH IN FULL HEREIN. 
 SECTION
4. Counterparts. This Amendment may be executed in two or more identical counterparts (including by electronic transmission), each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the
same instrument, and shall become effective when one or more counterparts have been signed by each of the parties hereto and delivered (by electronic transmission or otherwise) to the other parties. 

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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. 
  

			
	COMPANY:
	
	ALBERTSONS COMPANIES, INC.
		
	By:	 	 /s/ Robert B. Dimond

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



  
 [Amendment to
Investment Agreement] 













 
			
	CONSENTING INVESTORS:
	
	AP AL (PREF BORROWER), L.P.
		
	By:	 	AP Al Borrower GP, LLC, its general partner
		
	By:	 	 /s/ Laurie D. Medley

	Name:	 	Laurie D. Medley
	Title:	 	Vice President
	
	AP AL CO-INVEST (PREF), L.P.
		
	By:	 	AP Al Holdings GP, LLC, its general partner
		
	By:	 	 /s/ Laurie D. Medley

	Name:	 	Laurie D. Medley
	Title:	 	Vice President
	
	AA DIRECT, L.P.
		
	By:	 	AA Direct GP, LLC, its general partner
		
	By:	 	 /s/ Laurie D. Medley

	Name:	 	Laurie D. Medley
	Title:	 	Vice President
	
	APOLLO USREF III AL PREF, L.P.
		
	By:	 	Apollo U.S. Real Estate Advisors III, L.P., its general partner
		
	By:	 	Apollo U.S. Real Estate Advisors GP III, LLC, its general partner
		
	By:	 	 /s/ Laurie D. Medley

	Name:	 	Laurie D. Medley
	Title:	 	Vice President



  
 [Amendment to
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	AP EPF III EQUITY HOLDINGS (DELAWARE), L.P.
		
	By:	 	 Apollo EPF III Advisors, L.P., its
 general
partner

		
	By:	 	 Apollo EPF III Capital Management, LLC its

general partner

		
	By:	 	 /s/ Laurie D. Medley

	Name:	 	Laurie D. Medley
	Title:	 	Vice President



  
 [Amendment to
Investment Agreement] 













 
			
	ASSURED OFFSHORE, L.P.
		
	By:	 	HPS Mezzanine Management III, LLC, its investment manager
		
	By:	 	HPS Investment Partners, LLC, its sole member
		
	By:	 	 /s/ Shant Babikian

	Name:	 	Shant Babikian
	Title:	 	Managing Director



  
 [Amendment to
Investment Agreement] 













 
			
	MEZZANINE PARTNERS III, L.P.
		
	By:	 	 HPS Mezzanine Management III, LLC, its

investment manager

		
	By:	 	HPS Investment Partners, LLC, its sole member
		
	By:	 	 /s/ Shant Babikian

	Name:	 	Shant Babikian
	Title:	 	Managing Director



  
 [Amendment to
Investment Agreement] 













 
			
	AP MEZZANINE PARTNERS III, L.P.
		
	By:	 	 HPS Mezzanine Management III, LLC, its

investment manager

		
	By:	 	HPS Investment Partners, LLC, its sole member
		
	By:	 	 /s/ Shant Babikian

	Name:	 	Shant Babikian
	Title:	 	Managing Director



  
 [Amendment to
Investment Agreement] 













 
			
	HPS FUND OFFSHORE SUBSIDIARY XI, L.P.
		
	By:	 	 HPS Mezzanine Management III, LLC, its

investment manager

		
	By:	 	HPS Investment Partners, LLC, its sole member
		
	By:	 	 /s/ Shant Babikian

	Name:	 	Shant Babikian
	Title:	 	Managing Director



  
 [Amendment to
Investment Agreement] 













 
			
	MP 2019 OFFSHORE AB SUBSIDIARY, L.P.
		
	By:	 	 HPS Mezzanine Management 2019, LLC, its

investment manager

		
	By:	 	HPS Investment Partners, LLC, its sole member
		
	By:	 	 /s/ Shant Babikian

	Name:	 	Shant Babikian
	Title:	 	Managing Director



  
 [Amendment to
Investment Agreement] 













 
			
	MP 2019 ONSHORE MEZZANINE MASTER, L.P.
		
	By:	 	 HPS Mezzanine Management 2019, LLC, its

investment manager

		
	By:	 	HPS Investment Partners, LLC, its sole member
		
	By:	 	 /s/ Shant Babikian

	Name:	 	Shant Babikian
	Title:	 	Managing Director



  
 [Amendment to
Investment Agreement] 













 
			
	MP 2019 AP MEZZANINE MASTER, L.P.
		
	By:	 	HPS Mezzanine Management 2019, LLC, its
		
	By:	 	 HPS Investment Partners, LLC, its sole Member

		
	By:	 	 /s/ Shant Babikian

	Name:	 	Shant Babikian
	Title:	 	Managing Director



  
 [Amendment to
Investment Agreement] 













 
			
	HPS VG CO-INVESTMENT FUND, L.P.
		
	By:	 	 HPS Mezzanine Management 2019, LLC, as

Investment Advisor

		
	By:	 	HPS Investment Partners, LLC, its Sole Member
		
	By:	 	 /s/ Shant Babikian

	Name:	 	Shant Babikian
	Title:	 	Managing Director



  
 [Amendment to
Investment Agreement] 













 
			
	HPS CO-INVEST AIV, L.P.
		
	By:	 	 HPS Mezzanine Management 2019, LLC, as

Investment Advisor

		
	By:	 	HPS Investment Partners, LLC, its Sole Member
		
	By:	 	 /s/ Shant Babikian

	Name:	 	Shant Babikian
	Title:	 	Managing Director



  
 [Amendment to
Investment Agreement] 













 
			
	BRONCO CO-INVEST, L.P.
		
	By:	 	 HPS Mezzanine Management 2019, LLC, as

Investment Advisor

		
	By:	 	HPS Investment Partners, LLC, its Sole Member
		
	By:	 	 /s/ Shant Babikian

	Name:	 	Shant Babikian
	Title:	 	Managing Director



  
 [Amendment to
Investment Agreement]