| EXECUTION VERSION WEIL:\100012861\2\57387.0027 #99189045v3 AMENDMENT NO. 3 TO TERM LOAN CREDIT AGREEMENT This AMENDMENT NO. 3 TO TERM LOAN CREDIT AGREEMENT, dated as of October 8, 2024 (this “Amendment”), is entered into among THE KROGER CO., an Ohio Corporation (the “Borrower”), the Lenders signatory hereto and CITIBANK, N.A., as administrative agent (in such capacity, the “Administrative Agent”). WHEREAS, the Borrower, the Lenders from time to time party thereto and the Administrative Agent have entered into that certain Term Loan Credit Agreement, dated as of November 9, 2022 (as amended by that certain Amendment No. 1 to Term Loan Credit Agreement, date as of July 26, 2024, as further amended by that certain Amendment No. 2 to Term Loan Credit Agreement, dated as of September 13, 2024, and as further amended and restated, supplemented or otherwise modified prior to the date hereof, the “Credit Agreement”). WHEREAS, pursuant to Section 8.01 of the Credit Agreement, the Borrower, the Lenders party hereto (constituting all of the Lenders under the Credit Agreement on the Amendment Effective Date (immediately prior to giving effect to this Amendment)) and the Administrative Agent have agreed to amend the Credit Agreement as provided for herein. NOW, THEREFORE, in consideration of the mutual execution hereof and other good and valuable consideration, the parties hereto hereby agree as follows: 1. Defined Terms. Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement. 2. Amendment. Upon satisfaction of the conditions set forth in Section 3 hereof, the Credit Agreement is hereby amended as follows: (a) Section 1.01 of the Credit Agreement is hereby amended by deleting the definition of “Acorn Outside Date”. (b) Section 1.01 of the Credit Agreement is hereby amended by amending and restating the definition of “Commitment Termination Date” to read as follows: ““Commitment Termination Date” means the earliest of (a) December 31, 2024, (b) the date that the Acorn Acquisition Agreement is terminated or expires in accordance with the terms thereof, (c) receipt by the Administrative Agent of written notice from the Borrower of its election to terminate all Commitments hereunder in full and (d) the Closing Date (after giving effect to the funding of any Advances on such date).” 3. Effectiveness. This Amendment will become effective upon the date (the “Amendment Effective Date”) on which the Administrative Agent shall have received from the Borrower and each Lender under the Credit Agreement on the Amendment Effective Date (immediately prior to giving effect to this Amendment) an executed counterpart of this Amendment (or photocopies thereof sent by fax, .pdf or other electronic means, each of which shall be enforceable with the same effect as a signed original). 4. Representations and Warranties. The Borrower represents and warrants, as of the date hereof, that, after giving effect to the provisions of this Amendment, (a) each of the representations and warranties made by the Borrower in Section 4.01 of the Credit Agreement is true in all material respects on and as of the date hereof as if made on and as of the date hereof, except (i) to the extent that such |
