Amendment No. 3 to Form S-1 Table of Contents AB ACQUISITION LLC AND SUBSIDIARIES Notes to Consolidated Financial Statements Albertson's Term Loans On March 21, 2013, in conjunction with the NAI acquisition, Albertson's entered into a Term Loan Agreement in the amount of $1,150.0 million, consisting of Term B Loans with an interest rate of LIBOR plus 4.50% and an expiration date of March 21, 2016. On May 9, 2013, Albertson's amended the original Term Loan ("Amendment 1"), dividing the Term 8 Loan into Term B-1 and Term B-2 Loans. A Term 8-1 Loan of $450.0 million was re-priced with an interest rate of LIBOR plus 3.25% and an expiration date of March 21, 2016. A Term B-2 Loan of $700.0 million was re-priced with an interest rate of LIBOR plus 3.75% and an expiration date of March 21, 2019. The Term Loans include a floor on LIBOR set at 1.0%. On September 19. 2013, Albertson's entered into a second amendment to update certain restrictive covenants in Amendment 1, and on December 27, 2013, Albertson's entered into a third amendment to increase the outstanding borrowings on the Term 8-2 Loans to $996.5 million, with all other terms remaining the same. The Term Loans require annual principal payments of 1.0% of the original amended loan balance, paid quarterly. On May 5, 2014, Albertson's entered into a fourth amendment converting the B-1 Loan into the B-2 Loan for a total principal amount of $1,440.6 million. The terms on the Term B-2 Loan remain consistent with Amendment 1. On August 25, 2014, Albertson's amended and restated the Term Loan facility ("fifth amendment"), which provided funds for the Safeway acquisition to be held in escrow, consisting of a $950.0 million Term B-3 Loan and a $3,609.0 million Term B-4 Loan, with an original debt discount of $68.4 million. Prior to the release from escrow upon consummation of the Safeway acquisition, the Term 8-3 and 8-4 Loans accrued fees at rates of 4.0% and 4.5% per annum, respectively. Following the r