Amendment No. 1, dated September 9, 2022, to the Lock-Up Agreement dated June 21, 2022 by and between Albertsons Companies, Inc. and the other parties thereto

EX-10.1 2 d383338dex101.htm EX-10.1 EX-10.1

Exhibit 10.1

Execution Version

AMENDMENT NO. 1 TO LOCK-UP AGREEMENT

Amendment No. 1, dated as of September 9, 2022 (this “Amendment”), to the Lock-Up Agreement dated as of June 21, 2022 (the “Lock-Up Agreement”), by and between Albertsons Companies, Inc. (the “Company”) and the undersigned investor (the “Investor”).

WHEREAS, the Company and the Investor are party to the Lock-Up Agreement containing certain terms and conditions related to the sale and transfer of the Shares;

WHEREAS, the terms and conditions of the Lock-Up Agreement will expire on at 5:00 P.M. on September 10, 2022; and

WHEREAS, the Company and the Investor desire to extend the Lock-Up Period as set forth in the Amendment.

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 Lock-Up Agreement.

SECTION 2. Amendment.

Paragraph 3 of the Lock-Up Agreement is hereby amended and restated in its entirety as set forth below:

3. The “Lock-Up Period” shall commence as of June 21, 2022 and expire at the sooner of (i) 5:00 PM New York City Time on October 18, 2022 or (ii) the release of the Company’s earnings for the second quarter of the 2022 fiscal year.

SECTION 3. Amendment; Counterparts.

Except as expressly amended hereby, the provisions of the Lock-Up Agreement are and shall remain in full force and effect. 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.

[Remainder of the page left intentionally blank.]


IN WITNESS WHEREOF, the parties hereto have executed and delivered this Amendment as of the day and year first above written.

 

ALBERTSONS COMPANIES, INC.
By:  

/s/ Juliette Pryor

Name: Juliette Pryor
Title: EVP and General Counsel
CERBERUS:
CERBERUS ICEBERG LLC
By:   CERBERUS PARTNERS, L.P., its Management Member
By:   CERBERUS ASSOCIATES, L.L.C., its General Partner
By:  

/s/ Alexander D. Benjamin

Alexander D. Benjamin

Name

General Counsel

Title

[Signature Page to Amendment No. 1 to the Company Lock-Up Agreement]


CERBERUS ALBERTSONS INCENTIVE LLC
By:   CERBERUS CAPITAL MANAGEMENT, L.P., its Managing Member
By:  

/s/ Alexander D. Benjamin

Alexander D. Benjamin

Name

General Counsel

Title

[Signature Page to Amendment No. 1 to the Company Lock-Up Agreement]


KLAFF:
KLA A MARKETS, LLC
By:  

/s/ Hersch Klaff

Hersch Klaff

Name

President

Title
K-SATURN, LLC
By:  

/s/ Hersch Klaff

Hersch Klaff

Name

President

Title
A-S KLAFF EQUITY, LLC
By:  

/s/ Hersch Klaff

Hersch Klaff

Name

President

Title

[Signature Page to Amendment No. 1 to the Company Lock-Up Agreement]


KLAFF-W LLC
By:  

/s/ Hersch Klaff

Hersch Klaff

Name

President

Title

[Signature Page to Amendment No. 1 to the Company Lock-Up Agreement]


SCHOTTENSTEIN:
JUBILEE ABS HOLDING LLC
By:  

/s/ Ben Kraner

Ben Kraner

Name

Manager

Title

[Signature Page to Amendment No. 1 to the Company Lock-Up Agreement]


LUBERT-ADLER:
L-A V ABS, LLC
By:  

/s/ Dean Adler

Dean Adler

Name

CEO

Title
LUBERT-ADLER REAL ESTATE FUND V, L.P. (on behalf of itself, and as successor-by merger to LUBERT-ADLER REAL ESTATE PARALLEL FUND V, L.P.)
By:   Lubert-Adler Group V, L.P., its general partner
By:   Lubert-Adler Group V, LLC, its general partner
By:  

/s/ Dean Adler

Dean Adler

Name

CEO

Title

[Signature Page to Amendment No. 1 to the Company Lock-Up Agreement]


LUBERT-ADLER REAL ESTATE FUND VI, L.P.
By:   Lubert-Adler Group VI, L.P., its general partner
By:   Lubert-Adler Group VI, LLC, its general partner
By:  

/s/ Dean Adler

Dean Adler

Name

CEO

Title
LUBERT-ADLER REAL ESTATE FUND VI-A, L.P.
By:   Lubert-Adler Group VI, L.P., its general partner
By:   Lubert-Adler Group VI, LLC, its general partner
By:  

/s/ Dean Adler

Dean Adler

Name

CEO

Title

[Signature Page to Amendment No. 1 to the Company Lock-Up Agreement]


LUBERT-ADLER REAL ESTATE FUND VI-B, L.P.
By:   Lubert-Adler Group VI-B, L.P., its general partner
By:   Lubert-Adler Group VI-B, LLC, its general partner
By:  

/s/ Dean Adler

Dean Adler

Name

CEO

Title
L-A SATURN ACQUISITION, L.P.
By:   L-A Group Saturn, LLC, its general partner
By:  

/s/ Dean Adler

Dean Adler

Name

CEO

Title
L-A ASSET MANAGEMENT SERVICES, L.P.
By:   Lubert-Adler GP – West, LLC, its General Partner
By:  

/s/ Dean Adler

Dean Adler

Name

CEO

Title

[Signature Page to Amendment No. 1 to the Company Lock-Up Agreement]