Case KG Doc 721 Filed 11/13/15 Page 1 of 18 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

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1 Case KG Doc 721 Filed 11/13/15 Page 1 of 18 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE ) In re: ) Chapter 11 ) HAGGEN HOLDINGS, LLC, et al., 1 ) Case No (KG) ) Debtors. ) (Jointly Administered) ) ) Ref. Docket Nos. 262, 494, 503, and 567 NOTICE OF FURTHER AMENDMENT TO STALKING HORSE AGREEMENT WITH SMART & FINAL IN CONNECTION WITH DEBTORS MOTION PURSUANT TO 11 U.S.C. 105, 363, 365, 503 AND 507 FOR APPROVAL OF: (I) (A) GLOBAL BIDDING PROCEDURES, (B) BID PROTECTIONS, (C) FORM AND MANNER OF NOTICE OF SALE TRANSACTIONS AND SALE HEARING, AND (D) ASSUMPTION AND ASSIGNMENT PROCEDURES; AND (II) (A) PURCHASE AGREEMENTS, (B) SALE OF CERTAIN OF THE DEBTORS ASSETS FREE AND CLEAR OF LIENS, CLAIMS, INTERESTS AND ENCUMBRANCES, AND (C) ASSUMPTION AND ASSIGNMENT OF CERTAIN EXECUTORY CONTRACTS AND LEASES PLEASE TAKE NOTICE that on October 3, 2015, Haggen Holdings, LLC and its above-captioned affiliated debtors and debtors in possession (each, a Debtor, and collectively, the Debtors ) filed the Debtors Motion Pursuant to 11 U.S.C. 105, 363, 365, 503 and 507 for Approval of: (I) (A) Global Bidding Procedures, (B) Bid Protections, (C) Form and Manner of Notice of Sale Transactions and Sale Hearing, and (D) Assumption and Assignment Procedures; and (II) (A) Purchase Agreements, (B) Sale of Certain of the Debtors Assets Free and Clear of Liens, Claims, Interests and Encumbrances, and (C) Assumption and Assignment of Certain Executory Contracts and Leases [Docket No. 262] (the Motion ). 2 On October 19, 2015, the Court entered an order [Docket No. 494] (the Global Bidding Procedures Order ) approving the Global Bidding Procedures as provided for in the Global Bidding Procedures Order. PLEASE TAKE FURTHER NOTICE that attached hereto as Exhibit A is a third amendment to the Stalking Horse Agreement with Smart & Final. 1 The Debtors in these chapter 11 cases, along with the last four digits of each Debtor s federal tax identification number, are: Haggen Holdings, LLC (7558), Haggen Operations Holdings, LLC (6341), Haggen Opco South, LLC (7257), Haggen Opco North, LLC (5028), Haggen Acquisition, LLC (7687), and Haggen, Inc. (4583). The mailing address for each of the Debtors is 2211 Rimland Drive, Bellingham, WA Capitalized terms used but not otherwise defined herein shall have the meanings given to them in the Motion. 01:

2 Case KG Doc 721 Filed 11/13/15 Page 2 of 18 Dated: November 13, 2015 Wilmington, Delaware YOUNG CONAWAY STARGATT & TAYLOR, LLP /s/ Ian J. Bambrick Matthew B. Lunn (No. 4119) Robert F. Poppiti, Jr. (No. 5052) Ian J. Bambrick (No. 5455) Ashley E. Jacobs (No. 5635) Rodney Square 1000 North King Street Wilmington, Delaware Telephone: (302) Facsimile: (302) and- STROOCK & STROOCK & LAVAN LLP Frank A. Merola Sayan Bhattacharyya Elizabeth Taveras 180 Maiden Lane New York, New York Telephone: (212) Facsimile: (212) COUNSEL TO THE DEBTORS AND DEBTORS-IN-POSSESSION 01:

3 Case KG Doc 721 Filed 11/13/15 Page 3 of 18 EXHIBIT A 01:

4 Case KG Doc 721 Filed 11/13/15 Page 4 of 18 This THIRD AMENDMENT TO ASSET PURCHASE AGREEMENT is effective as of November 13, 2015 (this Amendment ), by and among Haggen Operations Holdings, LLC, a Delaware limited liability company ( Haggen Operations ), Haggen Opco South, LLC, a Delaware limited liability company (together with Haggen Operations, Seller ), and Smart & Final Stores LLC, a California limited liability company ( Buyer ). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed thereto in the Asset Purchase Agreement, dated as of October 2, 2015, as amended by the First Amendment to Asset Purchase Agreement, dated as of October 19, 2015, and the Second Amendment to Asset Purchase Agreement, dated as of October 30, 2015 (as amended, the Purchase Agreement ), by and between Buyer and Seller. WHEREAS, Buyer and Seller previously entered into the Purchase Agreement; and WHEREAS, Buyer and Seller desire to amend the Purchase Agreement pursuant to Section 7.3 thereof. NOW, THEREFORE, the parties to this Amendment agree as follows: ARTICLE I AMENDMENTS Section 1.1. Amendment to Exhibit 1.2. Exhibit 1.2 of the Purchase Agreement is hereby amended and restated in its entirety as set forth on Annex A hereto. Section 1.2. Amendment to Section 1.1(a)(ix). In Section 1.1(a)(ix) of the Purchase Agreement, the language (or in the case of Store Properties located in the state of Nevada, the comparable distilled spirits liquor license) is hereby deleted in its entirety. Section 1.3. Amendment to Section 5.1(j). Section 5.1(j) of the Purchase Agreement is hereby amended and restated in its entirety as follows: (j) Seller shall have (i) delivered, with respect to each Liquor License, duly completed and executed forms ABC-211A (License Transfer Request) and ABC-231 (License Action Request), and (ii) paid, with respect to each such Liquor License, all Taxes and other amounts, and discharged all other obligations, necessary or advisable to transfer such Liquor License to Buyer free and clear of all Liens. Section 1.4. Amendment to Section 2.3(a) of the Disclosure Schedule. Section 2.3(a) of the Disclosure Schedule is hereby amended and restated in its entirety as set forth on Annex B hereto. Section 1.5. Amendment to Section 2.6(a) of the Disclosure Schedule. Item 17 of Section 2.6(a) of the Disclosure Schedule is hereby amended and restated in its entirety as follows: 17. Phase I Environmental Site Assessment Report for Store No AS Redondo Beach, CA, prepared by Partner Engineering & Science, Inc., dated June 9, Section 1.6. Amendment to Section 2.8(a) of the Disclosure Schedule. Item A28 of Section 2.8(a) of the Disclosure Schedule is hereby amended and restated in its entirety as set forth on Annex C hereto.

5 Case KG Doc 721 Filed 11/13/15 Page 5 of 18 Section 1.7. Amendment to Section 2.8(b) of the Disclosure Schedule. The following sentence is hereby added to Section 2.8(b) of the Disclosure Schedule: "Haggen, Inc. (not Seller) has received a Claim of Mechanic s Lien in favor of Key Mechanic Company of Washington, dated September 15, 2015, claiming a lien on Store #2163, 1516 S. Pacific Coast Hwy, Redondo Beach, CA relating to $10, alleged to be owed by Haggen, Inc. for refrigeration services." Section 1.8. Amendment to Section 2.10(b) of the Disclosure Schedule. Section 2.10(b) of the Disclosure Schedule is hereby amended and restated in its entirety as set forth on Annex D hereto. ARTICLE II MISCELLANEOUS Section 2.1. Counterparts. This Amendment may be executed in one or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same amendment. Delivery of an executed counterpart of a signature page to this Amendment by facsimile, portable document format or other electronic means shall be effective as delivery of a manually executed counterpart to this Amendment. Section 2.2. Effect of Amendment. Except as expressly set forth herein, this Amendment shall not by implication or otherwise limit, impair, constitute a waiver of, or otherwise affect the rights and remedies of the parties under the Purchase Agreement, and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Purchase Agreement, all of which are ratified and affirmed in all respects and shall continue in full force and effect. This Amendment shall apply and be effective only with respect to the provisions of the Purchase Agreement specifically referred to herein. After the date hereof, any reference to the Purchase Agreement shall mean the Purchase Agreement, as modified hereby. Section 2.3. Governing Law. This Amendment shall be governed by and construed in accordance with the internal laws of the State of New York (without giving effect to principles of conflict of Laws thereof), except to the extent that the Laws of such state are superseded by the Bankruptcy Code. [Signature Page Follows] 2

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8 Case KG Doc 721 Filed 11/13/15 Page 8 of 18 Annex A [See attached]

9 Case KG Doc 721 Filed 11/13/15 Page 9 of 18 Exhibit 1.2 Store Properties Store No. Location Address Paso Robles 1191 E. Creston Road Westlake Village 5770 Lindero Canyon Rd Palmdale 5038 W Avenue N Trabuco Canyon Plano Trabuco Rd Yorba Linda Yorba Linda Blvd Chula Vista 360 East H St El Cajon Camino Canada Carpinteria 850 Linden Avenue Atascadero 8200 El Camino Real Santa Barbara 3943 State St Newbury Park 2100 Newbury Road Simi Valley 5135 Los Angeles Avenue Ventura 7800 Telegraph Road Redondo Beach 615 N. Pacific Coast Hwy Torrance Hawthorne Blvd Chino Hills 4200 Chino Hills Pkwy San Pedro 1636 W 25th St Carlsbad 955 Carlsbad Village Dr El Cajon 2800 Fletcher Pkwy La Mesa 3681 Avocado Avenue San Diego Westview Pkwy Coronado 150 B Ave San Diego Tierra Santa Bl San Ysidro 350 W San Ysidro Blvd San Luis Obispo 1321 Johnson Ave Redondo Beach 1516 South Pacific Coast Hwy Corona del Mar 3049 Coast Highway Santee 9870 Magnolia Ave.

10 Case KG Doc 721 Filed 11/13/15 Page 10 of 18 Annex B [See attached]

11 Case KG Doc 721 Filed 11/13/15 Page 11 of 18 Section 2.3(a) Consents and Approvals 1. Seller may need to submit certain notices to the Women, Infants and Children (WIC) Nutrition Program, the California Board of Equalization, the California Department of Alcoholic Beverage Control, the California Board of Pharmacy and certain other federal, state and local governmental and regulatory agencies in connection with its termination of operation of the Store Properties and the change of the lessee thereof. WARN Act notices have been issued with respect to all of Seller s employees at the Store Properties. 2. Seller must obtain the consent of PNC Bank, National Association, as agent, and Haggen Property North, LLC, as agent, in connection with this Agreement. 3. Seller must provide the Federal Trade Commission and the Attorney General of California with copies of the executed Transaction Documents. 4. The transferability of the Liquor Licenses and certain other Permits of Seller is subject to, among other things, the applicable Governmental Entity s approval of Buyer s registrations(s), filing(s) and/or application(s) related thereto. 5. The consent of the landlords with respect to the assignment of the Store Leases for the following Store Properties: Store # Address City State Zip Coast Highway Corona Del Mar CA E. Creston Road Paso Robles CA N. Pacific Coast Hwy. Redondo Beach CA W 25th St San Pedro CA El Camino Real Atascadero CA East H St Chula Vista CA Camino Canada El Cajon CA W Avenue North Palmdale CA Lindero Canyon Rd Westlake Village CA Plano Trabuco Rd. Trabuco Canyon CA Yorba Linda Blvd. Yorba Linda CA 92887

12 Case KG Doc 721 Filed 11/13/15 Page 12 of 18 Annex C [See attached]

13 Case KG Doc 721 Filed 11/13/15 Page 13 of 18 A. Section 2.8(a) Real Property 28. #2163 (#06127AS / SVU#361) S. Pacific Coast Highway, Redondo Beach, CA a. Lease and Sublease, dated as of August 31, 1977, between Arthur Berke and Lois Berke, as landlord, and Lucky Stores, Inc., as tenant. b. Indenture of Lease and Sublease, dated August 31, 1977, between Arthur Berke and Lois Berke, as landlord, and Lucky Stores, Inc., as tenant, recorded on September 28, 1977, in the Official Records of Los Angeles County, California, in Document # c. First Amendment to Lease, dated as of March 12, 2002, between Berke Enterprises, Ltd., the successor-in-interest to Arthur Berke and Lois Berke, as landlord, and Lucky Stores, Inc., as tenant. d. Option Exercise Letter, dated March 12, 2002, from Lucky Stores, Inc. to Berke Enterprises, Ltd. e. Assignment and Assumption of Lease Agreement, dated June 1, 2006, between Lucky Stores, Inc., as assignor, and American Stores Company, LLC, as assignee. f. Option Exercise Letter, dated February 7, 2012, from American Stores Company, LLC to Berke Enterprises, Ltd. g. Assignment and Assumption of Leases Agreement, dated March 21, 2013, between American Stores Company LLC, as assignor, and Albertson's LLC, as assignee. h. Assignment and Assumption of Lease, dated as of May 1, 2015, between Albertson's LLC, as assignor, and Haggen Opco South, LLC, as assignee, recorded on May 11, 2015 in the Official Records of Los Angeles County, California as Instrument No i. Not in Datasite, but referenced in estoppel dated April 10, 2015: Letter, dated December 14, 1979, regarding address change. j. Not in Datasite, but referenced in estoppel dated April 10, 2015: Letter, dated June 30, 1986, regarding name change. k. Not in Datasite, but referenced in estoppel dated April 10, 2015: Letter Agreement, dated January 23, 1991, regarding consent to Alterations.

14 Case KG Doc 721 Filed 11/13/15 Page 14 of 18 l. Not in Datasite, but referenced in estoppel dated April 10, 2015: Letter, dated December 9, 1999, regarding address change. m. Not in Datasite, but referenced in estoppel dated April 10, 2015: Letter, dated May 19, 2000, regarding remodel. n. Not in Datasite, but referenced in estoppel dated April 10, 2015: Letter, dated March 5, 2002, regarding lease status. o. Not in Datasite, but referenced in estoppel dated April 10, 2015: Confirmation Assignment, dated March 12, 2002, regarding lease status. p. Not in Datasite, but referenced in estoppel dated April 10, 2015: Letter, dated September 1, 2002, regarding rent change. q. Not in Datasite, but referenced in estoppel dated April 10, 2015: Letter, dated February 1, 2010, regarding address change. r. Not in Datasite, but referenced in estoppel dated April 10, 2015: Letter, dated March 6, 2012, regarding authorization to establish recycle center. s. Ground Lease, dated September 24, 1975, by and between Seven J Investment Co., as landlord, and Lucky Stores, Inc., as tenant. t. Assignment of Ground Lease and Conveyance of Title to Improvements, dated August 31, 1977, between Lucky Stores, Inc. and Arthur Berke and Lois Berke. u. Amendment No. 1 to Ground Lease, dated September 28, v. Amendment No. 2 to Ground Lease, dated March 12, w. Amendment No. 3 to Ground Lease, dated January 17, 2012.

15 Case KG Doc 721 Filed 11/13/15 Page 15 of 18 Annex D [See attached]

16 Case KG Doc 721 Filed 11/13/15 Page 16 of 18 (i) CBAs and other labor practice agreements: Section 2.10(b) Contracts 1. Retail Food, Meat, Bakery, Candy and General Merchandise Agreement, dated March 3, 2014, with UFCW Union Locals 135, 324, 770, 1167, 1428, 1442 & 8-GS 9 ( UFCW So. Cal ). 2. Albertson s Handshop Agreement, dated March 2, 2009, with Bakery, Confectionery, Tobacco Workers and Grain Millers International Union Local Nos. 31 and 37 ( 31/37A ). 3. Retail Pharmacist Agreement, dated March 3, 2014, with UFCW Union Locals 135, 324, 770, 1167, 1428, 1442 & 8-GS ( UFCW Pharmacist ). 4. Retail Food Industry Agreements, dated January 26, 2009, with Service Employees International Union, Local 1877 ( 1877 ). 5. Neighborhood Market Agreement/Lucky Market Agreement, dated October 7, 2007, with UFCW Union Local 135 ( Ysidro 135 ). 6. Bakery, Confectionery, Tobacco Workers And Grain Millers International Union Local Nos. 31 and 37 Retail Handshop Agreement, effective August 18, 2008 ( 31/37 ). 7. In-Store Bakeries Agreement, effective December 15, 2008, with Bakery, Confectionery, Tobacco Workers And Grain Millers International Union Local No. 315 ( 31SD ). Please see attached for a list of the Store Properties to which each of the foregoing agreements relates. (ii) Cure Costs: None.

17 Case KG Doc 721 Filed 11/13/15 Page 17 of 18 Section 2.10(b) continued Store Banner Previous Banner Address City State Grocery Local Meat Local Bakery Local Rx Local SEIU Local 2131 Haggen SWY 1191 E. Creston Road Paso Robles CA / Haggen ABS 5770 Lindero Canyon Road Westlake Village CA Haggen ABS 5038 West Avenue N Palmdale CA Haggen ABS Plano Trabuco Road Trabuco Canyon CA Haggen ABS Yorba Linda Yorba Linda CA /37A Haggen SWY 360 East H St Chula Vista CA SD Haggen SWY Camino Canada El Cajon CA SD Haggen SWY 850 Linden Avenue Carpinteria CA / Haggen ABS 8200 El Camino Real Ave. Atascadero CA Haggen ABS 3943 State St. Santa Barbara CA Haggen SWY 2100 Newbury Road Newbury Park CA / Haggen ABS 5135 Los Angeles St Simi Valley CA /37A Haggen ABS 7800 Telegraph Rd Ventura CA Haggen ABS 1516 S. Pacific Coast Hwy. Redondo Beach CA Haggen ABS 615 N. Pacific Coast Hwy. Redondo Beach CA Haggen ABS Hawthorne Blvd Torrance CA /37A Haggen SWY 4200 Chino Hills Pkwy Ste. Chino Hills CA / Haggen ABS 3049 Coast Hwy Corona Del Mar CA Haggen ABS 1636 W. 25th St. San Pedro CA Haggen ABS 955 Carlsbad Village Dr Carlsbad CA Haggen SWY 2800 Fletcher Pkwy El Cajon CA SD Haggen SWY 3681 Avocado Avenue La Mesa CA SD Haggen ABS Westview Pkwy San Diego (Mira CA Mesa) 2192 Haggen ABS 9870 Magnolia Ave Santee CA Haggen ABS 150 "B" Avenue Coronado CA Haggen ABS Tierra Santa Blvd. San Diego CA (Tierrasanta) 2207 Haggen ABS 350 W. San Ysidro Blvd. San Ysidro CA Haggen ABS 1321 Johnson Ave San Luis Obispo CA

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