EFTA01382558.pdf

Amendment No. 3 to Form S-1 Table of Contents Exhibit No. Exhibit Description 10.18— Employment Agreement, dated September 21, 2015, among Albertsons Companies, Inc., Justin Dye and, solely for the purpose of Section 9.8 thereof, New Albertson's, Inc. 10.19*** Letter Agreement, dated September 18, 2015, between Albertsons Companies, Inc. and Shane Sampson 10.20— Letter Agreement dated September 18, 2015, between Albertsons Companies, Inc. and Wayne A. Denningham 10.21— Letter Agreement, dated September 21, 2015, between Albertsons Companies, Inc. and Sharon Allen 10.2T— Letter Agreement, dated September 21, 2015, between Albertsons Companies, Inc. and Steven A. Davis 10.23" Form of Limited Liability Company Agreement of Albertson Investor Holdings LLC, by and among Cerberus Iceberg LLC, Cerberus Capital Management, L.P., Jubilee ABS Holding LLC, Klaff Markets Holdings LLC, Klaff-W LLC, Lubert-Adler SAN Aggregator, L.P., L-A Asset Management Services, LLC, Robert G. Miller, Robert Edwards, and the Persons listed on Schedule A thereto. 21.1— Schedule of Subsidiaries of Albertsons Companies, Inc. 23.1"" Consent of Schulte Roth & Zabel LLP (included in Exhibit 5.1) 23.2-- Consent of Deloitte & Touche LLP, Independent Registered Public Accounting Firm 23.3"" Consent of Deloitte & Touche LLP, Independent Registered Public Accounting Firm 23.4-- Consent of Deloitte & Touche LLP, Independent Registered Public Accounting Firm 23.5"" Consent of KPMG LLP, Independent Public Accounting Firm 23.6"" Consent of McGladrey LLP, Independent Auditor 23.7 Consent of Cushman & Wakefield, Inc. 24.1' Powers of Attorney (included on signature pages of this Registration Statement) • Previously filed on July 8, 2015 •• Previously filed on August 26, 2015 Previously filed on September 24, 2015 Filed herewith Confidential treatment has been requested for certain information contained in this exhibit. Such information has been omitted and filed separately with the SEC. Item 17. Undertakings The undersigned registrant hereby undertakes to provide to the underwriter at the closing specified in the underwriting agreements, certificates in such denominations and registered in such names as required by the underwriter to permit prompt delivery to each purchaser. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director. 11-6 hill). V.1%icc.go% A R: es edgar data' 1646972 000119312515335826'49003954s la.html10 14'2015 9:03:02 Ab41 CONFIDENTIAL - PURSUANT TO FED. R. GRIM. P. 6(e) DB-SDNY-0081963 CONFIDENTIAL SDNY_GM_00228147 EFTA01382558