Material Agreement Form 8 K

On October 8, 2024, The Kroger Co. ("the Company") entered into an amendment (the "RCF Amendment") to its Credit Agreement, dated as of September 13, 2024 (the "Revolving Credit Agreement"), by and among the Company, the lenders from time to time party thereto, Wells Fargo Bank, National Association and Citibank, N.A., as co-administrative agents, and Wells Fargo Bank, National Association, as paying agent, pursuant to which (i) the definition of "Acorn Closing Date Additional Commitment Termination Date" was amended such that the additional $2.25 billion of commitments to be made available under the Revolving Credit Agreement upon the closing of the previously announced merger of a subsidiary of the Company with and into Albertsons Companies, Inc. ("ACI"), with ACI surviving the merger as a wholly owned subsidiary of the Company (the "Merger"), pursuant to that certain Agreement and Plan of Merger, dated as of October 13, 2022 (the "Merger Agreement"), among the Company, Kettle Merger Sub, Inc. and Albertsons Companies, Inc., would not terminate on the "Outside Date" under and as defined in the Merger Agreement and (ii) the definition of "Certain Funds Termination Date" was amended such that the ability of the Company to draw $750 million of loans on the closing date of the Merger to fund a portion of the consideration therefor would not terminate on the "Outside Date" under and as defined in the Merger Agreement.

On October 8, 2024, the Company also entered into an amendment (the "Term Loan Amendment" and, together with the RCF Amendment, the "Amendments") to its Term Loan Credit Agreement, dated as of November 9, 2022 (as amended by Amendment No. 1 to Credit Agreement, dated as of July 26, 2024, and as further amended by Amendment No. 2 to Credit Agreement, dated as of September 13, 2024, the "Term Loan Agreement") by and among the Company, the lenders from time to time party thereto and Citibank, N.A., as administrative agent, pursuant to which the definition of the "Commitment Termination Date" was amended, such that that the commitments under the Term Loan Agreement would not terminate on the "Outside Date" under and as defined in the Merger Agreement.

Certain parties to the Amendments, and affiliates of those parties, provide banking, investment banking, and other financial services to the Company from time to time.

The foregoing descriptions of the Amendments are not intended to be complete and is qualified in its entirety by the copies thereof which are filed herewith as Exhibits 10.1 and 10.2 and incorporated herein by reference.