Amendment No. 3 to Form S-1 Table of Contents Mandatory Redemption. The ABS/Safeway Notes do not require the making of any mandatory redemption or sinking fund payments. Repurchase of Notes at the Option of Holders. If a "change of control" occurs, the ABS/Safeway Issuers will be required to offer to purchase all of the ABS/Safeway Notes from the holders of such notes at a price equal to 101% of the principal amount outstanding, plus all accrued interest thereon. A "change of control" includes (i) subject to certain exceptions, the sale, lease or transfer, in one or a series of related transactions, of all or substantially all the assets of Albertson's Holdings and its subsidiaries, taken as a whole, to a person other than the Equity Investors, (ii) Albertson's Holdings becomes aware of the acquisition by any person or group, other than any of the Equity Investors, of more than 50% of the voting power of Albertson's Holdings or any of its direct or indirect parent companies or (iii) Albertson's Holdings ceases to own 100% of the capital stock of Safeway. Covenants. The ABS/Safeway Indenture contains various affirmative and negative covenants (subject to customary exceptions), including, but not limited to, restrictions on the ability of Albertson's Holdings and its subsidiaries to: (i) dispose of assets; (ii) incur additional indebtedness, issue preferred stock and guarantee obligations; (iii) make certain restricted payments, investments and payments in respect of subordinated indebtedness; (iv) create liens on assets or agree to restrictions on the creation of liens on assets, (v) restrict distributions from Albertson's Holdings' subsidiaries; (vi) engage in mergers or consolidations and (vii) engage in certain transactions with affiliates. Events of Default. The ABS/Safeway Indenture contains events of default (subject to customary exceptions, thresholds and grace periods), including, without limitation: (i) nonpayment of principal, interest or