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EFTA01382340

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Amendment No. 3 to Form S-1 Table of Contents SuperValu—Albertsons and NAI Trademark Cross Licenses In March 2013, NAI and Albertsons each entered into a trademark cross licensing agreement with SuperValu, pursuant to which each party granted the other a non-exclusive, royalty-free license to use certain proprietary rights (e.g., trademarks, trade names, trade dress, service marks, banners, etc.) consistent with the parties' past practices and uses of the relevant proprietary rights. The cross license agreements will each remain in effect for so long as and to the extent that either party to the cross-license agreements owns any of the proprietary rights subject to the agreements. Lancaster Operating and Supply Agreement In March 2013, NAI entered into an operating and supply agreement with SuperValu for the operation of, and supply of products from, the distribution center located in the Lancaster, Pennsylvania area (the "Lancaster Agreement"). Under the Lancaster Agreement, NAI owns the Lancaster distribution center and SuperValu manages and operates the distribution center on behalf of NAI. In addition, SuperValu supplies NAI's Acme and Shaw's stores from the distribution center under a shared costs arrangement, allocating costs ratably based on each parties' use of the distribution center. Unless earlier terminated, the initial term of the Lancaster Agreement continues until March 21, 2018. Subject to either party's right to terminate the Lancaster Agreement for any reason and without cause upon 24 months' notice (provided that NAI cannot give a termination notice prior to May 28, 2016). SuperValu may extend the term of the agreement for up to two consecutive periods of five years each. For fiscal 2014, NAI paid SuperValu approximately $1,154 million under the Lancaster Agreement. Capital Expenditure Program Our capital expenditure program funds new stores, remodels, distribution facilities and IT. We apply a disciplined approach to our capit

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