Amendment No. 3 to Form S-1 Table of Contents the agent for the ABS/Safeway ABL Agreement (as defined and described below) and certain exceptions and reinvestment rights; (ii) 100% of the net cash proceeds of debt incurrences (other than debt incurrences permitted under the ABS/Safeway Term Loan Agreement) and (iii) 75% (subject to step-downs to zero, in accordance with a consolidated first lien net leverage ratio test) of excess cash flow minus certain payments made under the ABS/Safeway ABL Agreement and voluntary prepayments of, and purchases of loans under, the ABS/Safeway Term Loan Facilities. interest. (a) The ABS/Safeway Term Loan B-2 bears interest, at our option, at a rate per annum equal to either (i) the base rate plus 3.375%; or (ii) LIBOR (subject to a 1.00% floor) plus 4.375%; (b) the ABS/Safeway Term Loan B-3 bears interest, at our option, at a rate per annum equal to either (i) the base rate plus 3% or (ii) the LIBOR rate (subject to a 1.00% floor) plus 4% and (c) the ABS/Safeway Term Loan B-4 bears interest, at our option, at a rate per annum equal to either (i) the base rate plus 3.5% or the LIBOR rate (subject to a 1.00% floor) plus 4.5%. At the election of the agent or a majority of the lenders, the interest rate may increase by 2% with respect to any portion of the ABS/Safeway Term Loan Facilities or other obligations not paid on the due date thereof, until such amount due is paid in full. Guarantees. Subject to certain exceptions, the amounts outstanding under the ABS/Safeway Term Loan Agreement are guaranteed by Albertson's Holdings and each of its existing and future direct and indirect wholly-owned domestic subsidiaries that are not borrowers. Security. Subject to certain exceptions, the obligations under the ABS/Safeway Term Loan Agreement are secured by (i) a first- priority security interest in and lien on substantially all of the assets of the borrowers and guarantors (other than the ABS/Safeway ABL Priority Collateral