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EFTA01382282

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Amendment No. 3 to Form S-1 Table of Contents event, we may not be able to repurchase the CoC Notes unless we first repay all indebtedness outstanding under our Senior Secured Credit Facilities (or under the New Credit Facilities if we consummate the Anticipated Refinancing) and any of our other indebtedness that contains similar provisions, or obtain a waiver from the holders of such indebtedness to permit us to repurchase the CoC Notes. We may be unable to repay all of that indebtedness or obtain a waiver of that type. Any requirement to offer to repurchase the outstanding CoC Notes may therefore require us to refinance our other outstanding debt, which we may not be able to do on commercially reasonable terms, if at all. These repurchase requirements may also delay or make it more difficult for others to obtain control of us. Substantially all of our assets are pledged as collateral under the ABS/Safeway ABL Facility, the NAI ABL Facility, the ABS/Safeway Term Loan Facilities and the NAI Term Loan Facilities (each as defined herein and, collectively, the "Senior Secured Credit Facilities', the NAI Notes (as defined herein), the Safeway Notes (as defined herein) the ABS/Safeway Notes and, if we consummate the Anticipated Refinancing, the New Credit Facilities. As of June 20, 2015, our total indebtedness was approximately $12.1 billion, and after giving effect to this offering and the application of the use of the net proceeds (but without giving effect to the Anticipated Refinancing), our total indebtedness as of June 20, 2015 would have been approximately $10.7 billion on a pro forma basis, including $6,232.2 million of senior secured indebtedness outstanding under our Senior Secured Credit Facilities, $1,502.0 million outstanding under the NAI Notes, $1,453.4 million outstanding under the Safeway Notes, and $350.7 million aggregate principal amount outstanding under the ABS/Safeway Notes. In addition, we have $660.1 million of outstanding standb

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