EFTA01382549

Amendment No. 3 to Form S-1 Tabk of Contents UNITED SUPERMARKETS, L.L.C. Notes to Financial Statements (Dollars in thousands) The following summarizes the future minimum lease payments under capital and operating lease obligations that have initial or remaining noncancelable lease terms in excess of one year at December 28, 2013: Capital Leases Operating Leases 2014 $ 2,804 $ 21,503 2015 2,264 20,824 2016 1,726 20,399 2017 445 20,056 2018 323 19,493 Thereafter 802 88,004 Total minimum payments 8,364 $190,279 Less amount representing interest (1,102) Present value of net minimum lease payments, including current portion of $2,477 $ 7,262 The components of rent expense were as follows: Eleven-Month Period Ended December 28, 2013 Year Ended January 26, 2013 Minimum rents $ 15,387 $ 17,307 Contingent rents based on sales 723 766 $ 16,110 $ 18,073 Note 5. Related-Party Transactions The Company leased three of its properties from HDS Properties, Inc. (the Related Company), a company affiliated with members of United, for the eleven-month period ended December 28, 2013 and for the year ended January 26, 2013. Rental payments to the Related Company for the eleven-month period ended December 28, 2013 and for the year ended January 26. 2013 were $278 and $304, respectively. Certain assets of a distribution facility were purchased by the Company on July 29, 2007. The purchase price included a note payable to RC Taylor Distributing, Inc. (now Taylor Keeling, Inc.) of $4,200. Principal and interest payments to the related company for the year ended January 26, 2013 was $499. This note was paid off in the year ended January 26, 2013. Note 6. Team Member Benefits Defined benefit plan: Until November 2005, the Company sponsored a noncontributory defined benefit plan (the Plan) for all United team members who were at least 21 years of age and had completed 1,000 hours of service in any year of employment. In November 2005, the Board of Advisors amended the Plan to freeze benefit accruals effective March 31, 2006. Participants were F-195 (Continued) hoe. 1% V.. sec.go% Archis es edgar data 1646972 000119312515335826'd900395dslahtm110 14'2015 9:03:02 Ab.41 CONFIDENTIAL - PURSUANT TO FED. R. GRIM. P. 6(e) CONFIDENTIAL DB-SDNY-0081946 SDNY_GM_00228130 EFTA01382549