Term Credit Agreement – Safeway Inc.

$700,000,000

TERM CREDIT AGREEMENT

DATED AS OF DECEMBER 19, 2011

among

SAFEWAY INC.,

as Borrower,

MERRILL LYNCH, PIERCE, FENNER & SMITH
INCORPORATED,

and

J.P. MORGAN SECURITIES LLC,

as Joint Bookrunners and Joint Lead Arrangers,

BANK OF AMERICA, N.A.,

as Administrative Agent,

JPMORGAN CHASE BANK, N.A.,

as Syndication Agent

GOLDMAN SACHS BANK USA,

as Documentation Agent,

and

THE LENDERS LISTED HEREIN,

as Lenders

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SAFEWAY INC.

TERM CREDIT AGREEMENT

TABLE OF CONTENTS

				Page
SECTION 1.		DEFINITIONS			1
1.1		Certain Defined Terms			1
1.2		Accounting Terms; Utilization of GAAP for Purposes of Calculations Under Agreement			18
1.3		Other Definitional Provisions			19
SECTION 2.		AMOUNTS AND TERMS OF COMMITMENTS AND LOANS			19
2.1		Commitments; Making of Loans; the Register; Notes			19
2.2		Interest on the Loans			23
2.3		Fees			26
2.4		Repayments; Prepayments and Reductions in Commitments; General Provisions Regarding Payments			27
2.5		Use of Proceeds			30
2.6		Special Provisions Governing Eurodollar Rate Loans			30
2.7		Defaulting Lenders			33
SECTION 3.		INCREASED COSTS, TAXES, CAPITAL ADEQUACY, AND MITIGATION			34
3.1		Increased Costs; Taxes; Capital Adequacy			34
3.2		Obligation of Lenders to Mitigate			39
3.3		Replacement of Lenders			40
SECTION 4.		CONDITIONS TO LOANS			41
4.1		Conditions to Closing			41
4.2		Conditions to All Loans			42
SECTION 5.		BORROWER153S REPRESENTATIONS AND WARRANTIES			42
5.1		Organization, Powers, Qualification, Good Standing and Business			42
5.2		Authorization of Borrowing, etc.			43
5.3		Financial Condition			43
5.4		No Material Adverse Effect			44
5.5		Litigation; Adverse Facts			44

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5.6		Payment of Taxes			44
5.7		Governmental Regulation			44
5.8		Securities Activities			44
5.9		Employee Benefit Plans			45
5.10		Disclosure			45
5.11		Foreign Assets Control Regulations, etc.			46
SECTION 6.		BORROWER153S AFFIRMATIVE COVENANTS			46
6.1		Financial Statements and Other Reports			46
6.2		Corporate Existence, etc.			49
6.3		Payment of Taxes and Claims			50
6.4		Maintenance of Properties; Insurance			50
6.5		Inspection			50
6.6		Compliance with Laws, etc.			50
SECTION 7.		BORROWER153S NEGATIVE COVENANTS			50
7.1		Liens and Related Matters			51
7.2		Financial Covenants			53
7.3		Restriction on Fundamental Changes; Material Asset Sales			53
7.4		Transactions with Shareholders and Affiliates			53
7.5		Conduct of Business			54
7.6		Unrestricted Subsidiaries			54
SECTION 8.		EVENTS OF DEFAULT			55
8.1		Failure to Make Payments When Due			55
8.2		Default in Other Agreements			55
8.3		Breach of Certain Covenants			56
8.4		Breach of Warranty			56
8.5		Other Defaults Under Loan Documents			56
8.6		Involuntary Bankruptcy; Appointment of Receiver, etc.			56
8.7		Voluntary Bankruptcy; Appointment of Receiver, etc.			57
8.8		Judgments and Attachments			57
8.9		Dissolution			57
8.10		Employee Benefit Plans			57
8.11		Change in Control			58

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SECTION 9.		AGENTS			58
9.1		Appointment and Authority			58
9.2		Rights as a Lender			59
9.3		Exculpatory Provisions			59
9.4		Reliance by Administrative Agent			60
9.5		Delegation of Duties			60
9.6		Resignation of Administrative Agent			61
9.7		Non-Reliance on Administrative Agent and Other Lenders			61
9.8		No Other Duties, Etc			61
9.9		Administrative Agent May File Proofs of Claim			62
SECTION 10.		MISCELLANEOUS			62
10.1		Successors and Assigns; Assignments and Participations in Loans			62
10.2		Expenses			69
10.3		Indemnity			69
10.4		Set-Off			70
10.5		Ratable Sharing			71
10.6		Amendments and Waivers; Replacement of Banks			72
10.7		Independence of Covenants			73
10.8		Notices; Platform			73
10.9		Survival of Representations, Warranties and Agreements			74
10.10		Failure or Indulgence Not Waiver; Remedies Cumulative			75
10.11		Marshalling; Payments Set Aside			75
10.12		Severability			75
10.13		Obligations Several; Independent Nature of Lenders153 Rights and Borrower153s Obligations			75
10.14		Headings			76
10.15		Successors and Assigns			76
10.16		GOVERNING LAW; SUBMISSION TO JURISDICTION; VENUE; WAIVER OF JURY TRIAL			76
10.17		Confidentiality			77
10.18		Counterparts; Effectiveness			78
10.19		USA Patriot Act			78
10.20		No Fiduciary Responsibility			79

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EXHIBITS
I		FORM OF NOTICE OF BORROWING
II		FORM OF NOTICE OF CONVERSION/CONTINUATION
III		FORM OF NOTE
IV		FORM OF COMPLIANCE CERTIFICATE
V		FORM OF ASSIGNMENT AND ASSUMPTION AGREEMENT
		SCHEDULES
2.1		LENDERS153 COMMITMENTS AND PRO RATA SHARES

iv

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Execution Copy

SAFEWAY INC.

TERM CREDIT AGREEMENT

This TERM CREDIT AGREEMENT is dated as of December 19, 2011
and entered into by and among SAFEWAY INC., a Delaware
corporation (“Borrower“), MERRILL LYNCH, PIERCE, FENNER
& SMITH INCORPORATED (“MLPFS“) and J.P.
MORGAN SECURITIES LLC (“JPMS“), as joint lead
arrangers and joint bookrunners (“Joint Bookrunners” or
“Joint Lead Arrangers“), BANK OF AMERICA, N.A.
(“Bank of America“), as administrative agent for the
Lenders referred to below (in such capacity, “Administrative
Agent“), JPMORGAN CHASE BANK, N.A.
(“JPMorgan“), as syndication agent for the Lenders referred to
below (“Syndication Agent“), GOLDMAN SACHS BANK USA
(“Goldman Sachs“), as documentation agent for the
Lenders referred to below (“Documentation Agent“) and
THE LENDERS LISTED ON THE SIGNATURE PAGES HEREOF (each
individually referred to herein as a “Lender” and collectively
as “Lenders“).

R E C I
T A L S

WHEREAS, Borrower desires that Lenders extend credit
facilities to Borrower for general corporate purposes, including, without
limitation, to fund Borrower153s stock repurchase program, to repay or refinance
bank loans, commercial paper and other borrowings, and for working capital,
capital expenditures and acquisitions;

NOW, THEREFORE, in consideration of the premises and the
agreements, provisions and covenants herein contained, Borrower, Lenders, Joint
Bookrunners, Joint Lead Arrangers, Syndication Agent, Documentation Agent and
Administrative Agent agree as follows:

Section 1. DEFINITIONS

1.1	Certain Defined Terms.

The following terms used in this Agreement shall have the following meanings:

“Act” has the meaning assigned to that term in subsection
10.19.

“Adjusted Eurodollar Rate” means, (a) for any Interest Rate
Determination Date with respect to an Interest Period for a Eurodollar Rate
Loan, the rate per annum equal to (i) the British Bankers Association LIBOR Rate
(“BBA LIBOR“), as published by Reuters (or such other commercially
available source providing quotations of BBA LIBOR as may be designated by
Administrative Agent from time to time) at approximately 11:00 a.m., London
time, two (2) Business Days prior to the commencement of such Interest Period,
for Dollar deposits (for delivery on the first day of such Interest Period) with
a term equivalent to such Interest Period or, (ii) if such rate is not available
at such time for any reason, the rate per annum determined by

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Administrative Agent to be the rate at which deposits in Dollars for delivery
on the first day of such Interest Period in same day funds in the approximate
amount of the Eurodollar Rate Loan being made, continued or converted and with a
term equivalent to such Interest Period would be offered by Administrative
Agent153s London Branch to major banks in the London interbank Eurodollar market
at their request at approximately 11:00 a.m. (London time) two Business Days
prior to the commencement of such Interest Period; and

(b) for the purposes of clause (ii) of the definition of “Base Rate”, on any
date, the rate per annum equal to (i) BBA LIBOR, as published by Reuters (or
such other commercially available source providing quotations of BBA LIBOR as
may be designated by Administrative Agent from time to time), at approximately
11:00 a.m., London time, determined two Business Days prior to such date for
Dollar deposits being delivered in the London interbank market for a term of one
month commencing on that date or (ii) if such published rate is not available at
such time for any reason, the rate per annum determined by Administrative Agent
to be the rate at which deposits in Dollars for delivery on the date of
determination in same day funds in the approximate amount of the Base Rate Loan
being made or maintained and with a term equal to one month would be offered by
Administrative Agent153s London Branch to major banks in the London interbank
Eurodollar market at their request at the date and time of determination.

“Administrative Agent” has the meaning assigned to that term
in the introduction to this Agreement and also means and includes any successor
Administrative Agent appointed pursuant to subsection 9.6.

“Administrative Agent Fee Letter” means the letter agreement
among Borrower and Administrative Agent dated November 18, 2011.

“Affected Lender” has the meaning assigned to that term in
subsection 2.6C.

“Affected Loans” has the meaning assigned to that term in
subsection 2.6C.

“Affiliate,” as applied to any Person, means any other
Person directly or indirectly controlling, controlled by, or under common
control with, that Person. For the purposes of this definition, “control”
(including, with correlative meanings, the terms “controlling,” “controlled by”
and “under common control with”), as applied to any Person, means the
possession, directly or indirectly, of the power to direct or cause the
direction of the management and policies of that Person, whether through the
ownership of voting securities or by contract or otherwise.

“Agents” means Administrative Agent, Joint Bookrunners,
Joint Lead Arrangers, Syndication Agent and Documentation Agent.

“Aggregate Amounts Due From Borrower” has the meaning
assigned to that term in subsection 10.5.

“Agreement” means this Term Credit Agreement dated as of
December 19, 2011, as it may be amended, supplemented or otherwise modified from
time to time.

		2		SAFEWAY TERM CREDIT AGREEMENT

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“Approved Fund” means a fund that is administered or managed
by (i) a Lender, (ii) an Affiliate of a Lender or (iii) an entity or an
Affiliate of an entity that administers or manages a Lender.

“Assignment Agreement” means an Assignment and Assumption
Agreement in substantially the form of Exhibit V annexed hereto.

“Authorized Officer” has the meaning assigned to that term
in subsection 4.2A.

“Bankruptcy Code” means Title 11 of the United States Code
entitled “Bankruptcy,” as now and hereafter in effect, or any successor statute.

“Bank of America” has the meaning assigned to that term in
the introduction to this Agreement.

“Base Rate” means, at any time, the higher of (i) the Prime
Rate (ii) the one-month Adjusted Eurodollar Rate for a Eurodollar Rate Loan plus
1.0%, or (iii) the rate which is 1/2 of 1.0% in excess of the Federal Funds
Effective Rate for Dollar denominated loans. Any change in the Base Rate due to
a change in the Prime Rate or the Federal Funds Effective Rate shall be
effective on the effective date of such change.

“Base Rate Loans” means Loans bearing interest at rates
determined by reference to the Base Rate as provided in subsection 2.2A.

“Book Value” means, with respect to the assets of Borrower
or any of its Subsidiaries, the value of such Person153s assets recorded in the
consolidated balance sheet of Borrower most recently delivered to Lenders
pursuant to subsection 6.1(i) or 6.1(ii).

“Borrower” has the meaning assigned to that term in the
introduction to this Agreement.

“Borrower Materials” has the meaning assigned to that term
in subsection 6.1.

“Borrower153s Common Stock” means the common stock, $.01 par
value, of Borrower.

“Business Day” means any day excluding Saturday and Sunday
and also excluding (i) for all purposes other than as covered by clause (ii)
below, any day which is a legal holiday under the laws of the States of New York
or California or is a day on which banking institutions located in any such
state are authorized or required by law or other governmental action to close,
and (ii) with respect to all notices, determinations, fundings and payments in
connection with the Adjusted Eurodollar Rate, any day which is not a Business
Day pursuant to clause (i) or which is not a day on which dealings in Dollar
deposits are conducted by and between banks in the London interbank Eurodollar
market.

		3		SAFEWAY TERM CREDIT AGREEMENT

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“Capital Lease,” as applied to any Person, means any lease
of any property (whether real, personal or mixed) by that Person as lessee that,
in conformity with GAAP, is accounted for as a capital lease on the balance
sheet of that Person.

“Casa Ley” means Casa Ley, S.A. de C.V., a Mexican
corporation.

“Change in Law” means the occurrence, after the date of this
Agreement, of any of the following: (a) the adoption or taking effect of any
law, rule, regulation or treaty, (b) any change in any law, rule, regulation or
treaty or in the administration, interpretation, implementation or application
thereof by any Governmental Authority or (c) the making or issuance of any
request, rule, guideline or directive (whether or not having the force of law)
by any Governmental Authority; provided that notwithstanding anything
herein to the contrary, the Dodd-Frank Wall Street Reform and Consumer
Protection Act and all requests, rules, guidelines or directives thereunder or
issued in connection therewith shall be deemed to be a “Change in Law”,
regardless of the date enacted, adopted or issued.

“Closing Date” means December 19, 2011.

“Commitment” means the commitment of a Lender to make Loans
to Borrower pursuant to Section 2.1A and “Commitments” means
such commitments of all Lenders in the aggregate.

“Commitment Fee Percentage” means, as of any date, the
percentage per annum expressed in basis points set forth in the definition of
“Pricing Margin”. The Commitment Fee Percentage shall change as of the opening
of business on any day that the Pricing Level changes pursuant to the definition
of “Index Debt Rating.”

“Commitment Termination Date” means April 19, 2012.

“Compliance Certificate” means a certificate substantially
in the form of Exhibit IV annexed hereto delivered to Administrative
Agent and Lenders by Borrower pursuant to subsection 6.1(iii).

“Consolidated Adjusted EBITDA” means, for any period,
Consolidated Net Income adjusted to exclude (without duplication) the effects of
(i) any LIFO expense or income, (ii) Consolidated Interest Expense, (iii)
provisions for taxes based on income, (iv) depreciation expense, (v)
amortization expense, (vi) equity in earnings or losses of unconsolidated
affiliates to the extent not actually received or paid by Borrower or its
Subsidiaries, (vii) material non-cash, non-recurring gains and losses, (viii)
non-cash expenses recognized pursuant to Financial Accounting Standards Board
Accounting Standards Codification (“FASB ASC”) Topic 718, “Compensation : Stock
Compensation”, (ix) property impairment charges recognized pursuant to FASB ASC
Topic 360, “Property, Plant and Equipment”; and (x) non-cash goodwill impairment
charges incurred pursuant to FASB ASC Topic 350, “Intangibles : Goodwill and
Other”, all of the foregoing as determined on a consolidated basis for Borrower
and its Subsidiaries (excluding any Unrestricted Subsidiaries) in conformity
with GAAP; provided that if Consolidated Adjusted EBITDA for any period
is increased as a result of any adjustment for a non-cash charge pursuant to
clauses (vii), (viii), (ix) or (x) and such non-cash charge represents a cash
charge in any subsequent period, then Consolidated Adjusted EBITDA for such
subsequent period shall be reduced by the amount of such cash charge.

		4		SAFEWAY TERM CREDIT AGREEMENT

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“Consolidated Interest Expense” means, for any period,
interest expense with respect to all outstanding Indebtedness (including,
without limitation, net costs under Interest Rate Agreements and any such
expense attributable to Capital Leases in accordance with GAAP) of Borrower and
its Subsidiaries (excluding any Unrestricted Subsidiaries) for such period
determined on a consolidated basis in conformity with GAAP.

“Consolidated Net Income” means, for any period, the net
income (or loss), before extraordinary items, of Borrower and its Subsidiaries
(excluding any Unrestricted Subsidiaries) on a consolidated basis for such
period taken as a single accounting period determined in conformity with GAAP.

“Consolidated Total Debt” means, as at any date of
determination, the aggregate stated balance sheet amount of all Indebtedness of
Borrower and its Subsidiaries (excluding any Unrestricted Subsidiaries),
determined on a consolidated basis in conformity with GAAP.

“Contractual Obligation,” as applied to any Person, means
any provision of any material indenture, mortgage, deed of trust, contract,
undertaking, agreement or other instrument to which that Person is a party or by
which it or any of its properties is bound or to which it or any of its
properties is subject.

“Defaulting Lender” means any Lender that (a) has failed to
(i) fund all or any portion of its Loans within two (2) Business Days of the
date such Loans were required to be funded hereunder unless such Lender notifies
Administrative Agent and Borrower in writing that such failure is the result of
such Lender153s determination that one or more conditions precedent to funding
(each of which conditions precedent, together with any applicable default, shall
be specifically identified in such writing) has not been satisfied, or (ii) pay
to Borrower, Administrative Agent or any other Lender any other amount required
to be paid by it hereunder within two (2) Business Days of the date when due,
(b) has notified Borrower or Administrative Agent in writing that it does not
intend to comply with its funding obligations hereunder, or has made a public
statement to that effect (unless such writing or public statement relates to
such Lender153s obligation to fund a Loan hereunder and states that such position
is based on such Lender153s determination that a condition precedent to funding
(which condition precedent, together with any applicable default, shall be
specifically identified in such writing or public statement) cannot be
satisfied), (c) has failed, within three (3) Business Days after written request
by Administrative Agent, to confirm in writing to Administrative Agent in a
reasonably satisfactory manner that it will comply with its funding obligations
hereunder (provided that such Lender shall cease to be a Defaulting
Lender pursuant to this clause (c) upon receipt of such written confirmation by
Administrative Agent), or (d) has, or has a direct or indirect parent company
that has, (i) become the subject of a proceeding under any Insolvency Law, or
(ii) had appointed for it a receiver, custodian, conservator, trustee,
administrator, assignee for the benefit of creditors or similar Person charged
with reorganization or liquidation of its business or assets, including the
Federal Deposit Insurance Corporation or any other state or federal regulatory
authority acting in such a capacity; provided that a Lender shall not be
a Defaulting Lender

		5		SAFEWAY TERM CREDIT AGREEMENT

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solely by virtue of the ownership or acquisition of any equity interest in
that Lender or any direct or indirect parent company thereof by a Governmental
Authority so long as such ownership interest does not result in or provide such
Lender with immunity from the jurisdiction of courts within the United States or
from the enforcement of judgments or writs of attachment on its assets or permit
such Lender (or such Governmental Authority) to reject, repudiate, disavow or
disaffirm any contracts or agreements made with such Lender. Any determination
by Administrative Agent that a Lender is a Defaulting Lender under clauses (a)
through (d) above shall be conclusive and binding absent manifest error, and
such Lender shall be deemed to be a Defaulting Lender (subject to subsection
2.7B) upon delivery of written notice of such determination to Borrower and each
other Lender.

“Designating Lender” has the meaning assigned to that term
in subsection 10.1B.

“Documentation Agent” has the meaning assigned to that term
in the introduction to this Agreement.

“Dollars” and “$“mean the lawful money of
the United States of America.

“Eligible Assignee” means (i) any Lender, any Affiliate of
any Lender and any Approved Fund of any Lender; and (ii) (a) a commercial bank
organized under the laws of the United States or any state thereof; (b) a
savings and loan association or savings bank organized under the laws of the
United States or any state thereof; (c) a commercial bank organized under the
laws of any other country or a political subdivision thereof; provided
that (1) such bank is acting through a branch or agency located in the United
States or (2) such bank is organized under the laws of a country that is a
member of the Organization for Economic Cooperation and Development or a
political subdivision of such country; and (d) any other entity that is an
“accredited investor” (as defined in Regulation D under the Securities Act) that
extends credit or buys loans as one of its businesses including insurance
companies, mutual funds and lease financing companies; provided that
neither Borrower nor any Affiliate of Borrower shall be an Eligible Assignee.

“Employee Benefit Plan” means any “employee benefit plan” as
defined in Section 3(3) of ERISA (other than a Multiemployer Plan) which is, or
was at any time in the preceding five years, maintained or contributed to by
Borrower or, with respect to any such plan that is subject to Section 412 of the
Code or Title IV of ERISA, any of its ERISA Affiliates, or as to which Borrower
or, with respect to any such plan that is subject to Section 412 of the Code or
Title IV of ERISA, any of its ERISA Affiliates may have any liability.

“Environmental Laws” means all statutes, ordinances, orders,
rules, regulations, plans, guidelines, permits, policies or decrees and the like
relating to (i) environmental matters, including, without limitation, those
relating to fines, injunctions, penalties, damages, contribution, cost recovery
compensation, losses or injuries resulting from the Release or threatened
Release of Hazardous Materials, (ii) the generation, use, storage,
transportation or disposal of Hazardous Materials, or (iii) occupational safety
and health, industrial hygiene, land use or the protection of human, plant or
animal health or welfare, in any manner applicable to

		6		SAFEWAY TERM CREDIT AGREEMENT

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Borrower or any of its Subsidiaries or any of their respective properties,
including, without limitation, the Comprehensive Environmental Response,
Compensation, and Liability Act (42 U.S.C. § 9601 et seq.), the
Hazardous Materials Transportation Act (49 U.S.C. § 5101 et
seq.), the Resource Conservation and Recovery Act (42 U.S.C. § 6901
et seq.), the Federal Water Pollution Control Act ( 33 U.S.C. §
1251 et seq.), the Clean Air Act (42 U.S.C. § 7401 et
seq.), the Toxic Substances Control Act (15 U.S.C. § 2601 et
seq.), the Federal Insecticide, Fungicide and Rodenticide Act (7 U.S.C.
§136 et seq.), the Occupational Safety and Health Act (29 U.S.C. §
651 et seq.) and the Emergency Planning and Community
Right-to-Know Act (42 U.S.C. § 11001 et seq.), each as amended or
supplemented, and any analogous future or present local, state and federal
statutes and regulations promulgated pursuant thereto, each as in effect as of
the date of determination.

“ERISA” means the U.S. Employee Retirement Income Security
Act of 1974, as amended from time to time, and any successor statute.

“ERISA Affiliate,” as applied to any Person as of any date,
means (i) any corporation which is or was at any time during the preceding five
years a member of a controlled group of corporations within the meaning of
Section 414(b) of the Internal Revenue Code of which that Person is (or was at
any time during such preceding five years) a member; (ii) any trade or business
(whether or not incorporated) which is or was at any time during the preceding
five years a member of a group of trades or businesses under common control
within the meaning of Section 414(c) of the Internal Revenue Code of which that
Person is (or was at any time during such preceding five years) a member; and
(iii) any member of an affiliated service group within the meaning of Section
414(m) or (o) of the Internal Revenue Code of which that Person, any corporation
described in clause (i) above or any trade or business described in clause (ii)
above is or was at any time during the preceding five years a member.

“ERISA Event” means (i) a “reportable event” within the
meaning of Section 4043(c) of ERISA and the regulations issued thereunder with
respect to any Pension Plan (excluding those for which the provision for 30-day
notice to the PBGC has been waived by regulation); (ii) the failure of Borrower
or any of its ERISA Affiliates to meet the minimum funding standard of Sections
412 and 430 of the Internal Revenue Code with respect to any Pension Plan
(whether or not waived in accordance with Section 412(c) of the Internal Revenue
Code) or the failure of Borrower or any of its ERISA Affiliates to make by its
due date a required installment under Section 430(i) of the
Internal Revenue Code with respect to any Pension Plan or the failure of
Borrower or any of its ERISA Affiliates to make any required contribution to a
Multiemployer Plan; (iii) the filing of a notice by plan administrator of intent
to terminate or the treatment of a Pension Plan amendment as a termination under
Section 4041 of ERISA; (iv) the withdrawal (including any cessation of
operations treated as a withdrawal under Section 4062(e) of ERISA) by Borrower
or any of its ERISA Affiliates from any Pension Plan with two or more
contributing sponsors during a plan year in which it was a “substantial
employer” (as defined in Section 4001(a)(2) of ERISA), or the termination of any
Pension Plan with two or more contributing sponsors, resulting in liability on
Borrower or any of its ERISA Affiliates pursuant to Section 4063 or 4064 of
ERISA, respectively; (v) the institution by the PBGC of proceedings to terminate
any Pension Plan or Multiemployer Plan, or the occurrence of any event or
condition which would constitute grounds under Section 4042 of ERISA for the

		7		SAFEWAY TERM CREDIT AGREEMENT

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termination of, or the appointment of a trustee to administer, any Pension
Plan or Multiemployer Plan pursuant to Section 4042 of ERISA; (vi) the
imposition of liability on Borrower or any of its ERISA Affiliates pursuant to
Section 4062(e) or 4069 of ERISA, by reason of the application of Section
4212(c) of ERISA, or under any other provision of Title IV of ERISA, other than
for PBGC premiums due but not delinquent under Section 4007 of ERISA; (vii) the
withdrawal by Borrower or any of its ERISA Affiliates in a complete or partial
withdrawal (within the meaning of Sections 4203 and 4205 of ERISA) from any
Multiemployer Plan, or the receipt by Borrower or any of its ERISA Affiliates of
notice from any Multiemployer Plan that such Multiemployer Plan is in
“reorganization” or “insolvency” pursuant to Section 4241 or 4245 of ERISA,
respectively, or that such Multiemployer Plan intends to terminate or has
terminated under Section 4041A or 4042 of ERISA; (viii) the imposition on
Borrower or any of its ERISA Affiliates of fines, penalties, taxes or
liabilities under Chapter 43 of the Internal Revenue Code or under Section 409
or 502(c), (i) or (l) or 4071 of ERISA in respect of any Employee Benefit Plan;
(ix) receipt from the Internal Revenue Service of notice of the failure of any
Pension Plan (or any other Employee Benefit Plan other than a Multiemployer
Plan) intended to be qualified under Section 401(a) of the Internal Revenue
Code) to qualify under Section 401(a) of the Internal Revenue Code, or the
failure of any trust forming part of any Pension Plan (or any other Employee
Benefit Plan other than a Multiemployer Plan) to qualify for exemption from
taxation under Section 501(a) of the Internal Revenue Code; (x) the imposition
of a Lien upon the assets of Borrower or any of its ERISA Affiliates pursuant to
Section 401(a)(29) or 412(n) of the Internal Revenue Code or pursuant to ERISA
with respect to any Pension Plan; or (xi) the termination of a Foreign Plan or
the failure by Borrower or any of its Subsidiaries to make full payment when due
of all material contributions to any Foreign Plan required under such Foreign
Plan or under foreign law.

“Eurodollar Rate Loans” means Loans denominated in Dollars
bearing interest at rates determined by reference to the Adjusted Eurodollar
Rate as provided in subsection 2.2A.

“Event of Default” means each of the events set forth in
Section 8.

“Exchange Act” means the Securities Exchange Act of 1934, as
amended from time to time, and any successor statute.

“Excluded Taxes” means, with respect to any Person, (i)
taxes imposed on or measured by its overall net income (however denominated) and
franchise taxes imposed in lieu thereof by the jurisdiction (or any political
subdivision thereof) under the laws of which such Person is organized, in which
its principal office is located, in the case of a Lender, in which its
applicable lending office is located or in which it is doing business (other
than by virtue of having executed, delivered, become a party to, performed its
obligations under, received payments under, received or perfected a security
interest under, engaged in any other transaction contemplated by, or enforced
this Agreement or any other Loan Document) (ii) any branch profits taxes imposed
by the United States of America or any similar tax imposed by any other
jurisdiction in which Borrower is located, and (iii) any withholding or backup
withholding tax (except any such tax payable during the continuance of any Event
of Default) that (x) is imposed on amounts payable to such Person at the time
such Person becomes a party hereto (or designates a new lending office) except
for any such taxes imposed as a result of any action taken by a

		8		SAFEWAY TERM CREDIT AGREEMENT

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Lender pursuant to subsection 3.2, or (y) is attributable to such Person153s
failure or inability (other than as a result of a Change in Law) to comply with
subsection 3.1B(v) or to a change (other than a Change in Law) in the
documentation provided by such Person pursuant to subsection 3.1B(v), except to
the extent that such Person (or its assignor, if any) was entitled, at the time
of designation of a new lending office (or assignment), to receive additional
amounts from Borrower with respect to such withholding or backup withholding tax
pursuant to any provision of subsection 3.1B, or (z) is required to be deducted
under applicable law from any payment hereunder on the basis of the information
provided by such Lender pursuant to clause (c) of Section 3.1B(v).

“FATCA” means Sections 1471 through 1474 of the Internal
Revenue Code, as of the date of this Agreement (or any amended version that is
substantively comparable) and any current or future regulations or official
interpretations thereof.

“Federal Funds Effective Rate” means, for any day, the rate
per annum equal to the weighted average of the rates on overnight Federal funds
transactions with members of the Federal Reserve System arranged by Federal
funds brokers on such day, as published by the Federal Reserve Bank of New York
on the Business Day next succeeding such day; provided that (a) if such
day is not a Business Day, the Federal Funds Effective Rate for such day shall
be such rate on such transactions on the next preceding Business Day as so
published on the next succeeding Business Day, and (b) if no such rate is so
published on such next succeeding Business Day, the Federal Funds Effective Rate
for such day shall be the average rate (rounded upward, if necessary, to a whole
multiple of 1/100 of 1.0%) charged to Administrative Agent on such day on such
transactions as determined by Administrative Agent.

“Fee Letter” means the letter agreement among Borrower, Bank
of America, JPMorgan, MLPFS and JPMS dated November 18, 2011.

“Fiscal Year” means, for any purpose, any of the 52-week or
53-week reporting periods used by Borrower in the financial reports it prepares
for external reporting purposes.

“Fitch” means Fitch Ratings, a wholly owned subsidiary of
Fimalac, S.A.

“Foreign Plan” means a “defined benefit plan” as defined
under Section 3(35) of ERISA, which is described in Section 4(b)(4) of ERISA and
which is maintained or contributed to by Borrower or any of its Subsidiaries, or
under which Borrower or any of its Subsidiaries may have any liability.

“Funding Date” means the date any Loan is funded.

“Funding and Payment Office” means the office of
Administrative Agent located at 2001 Clayton Road, Concord, CA 94520-2405, Mail
Code: CA4-702-02-25, Attention: Remy David, or such other location in the
United States of America as may from time to time be designated in writing by
Administrative Agent.

“GAAP” means accounting principles generally accepted in the
United States of America set forth in opinions and pronouncements of the
Accounting Principles Board of the

		9		SAFEWAY TERM CREDIT AGREEMENT

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American Institute of Certified Public Accountants and statements and
pronouncements of the Financial Accounting Standards Board or in such other
statements by such other entity as may be approved by a significant segment of
the accounting profession, in each case as the same are applicable to the
circumstances as of the date of determination.

“Goldman Sachs” has the meaning assigned to such term in the
introduction to this Agreement.

“Governmental Authority” means the government of the United
States of America or any other nation, or agencies and political subdivisions
thereof, whether state or local, and any agency, authority, instrumentality,
regulatory body, court, central bank or other entity exercising executive,
legislative, judicial, taxing, regulatory or administrative powers or functions
of or pertaining to government (including any supra-national bodies such as the
European Union or the European Central Bank).

“Hazardous Materials” means (i) any chemical, material or
substance at any time defined as or included in the definition of “hazardous
substances,” “hazardous wastes,” “hazardous materials,” “extremely hazardous
waste,” “restricted hazardous waste,” “infectious waste,” “toxic substances” or
any other formulations intended to define, list or classify substances by reason
of deleterious properties such as ignitability, corrosivity, reactivity,
carcinogenicity, toxicity, reproductive toxicity, “TCLP toxicity” or “EP
toxicity” or words of similar import under any applicable Environmental Laws or
publications promulgated pursuant thereto; (ii) any oil, petroleum, petroleum
fraction or petroleum derived substance; (iii) any drilling fluids, produced
waters and other wastes associated with the exploration, development or
production of crude oil, natural gas or geothermal resources; (iv) any flammable
substances or explosives; (v) any radioactive materials; (vi) asbestos in any
form; (vii) urea formaldehyde foam insulation; (viii) electrical equipment which
contains any oil or dielectric fluid containing levels of polychlorinated
biphenyls in excess of fifty parts per million; and (ix) pesticides.

“Indebtedness,” as applied to any Person, means (i) all
indebtedness for borrowed money, (ii) that portion of obligations with respect
to Capital Leases that is properly classified as a liability on a balance sheet
in conformity with GAAP, (iii) notes payable and drafts accepted representing
extensions of credit whether or not representing obligations for borrowed money,
(iv) any obligation owed for all or any part of the deferred purchase price of
property or services (excluding any such obligations incurred under ERISA),
which purchase price is (a) due more than six months from the date of incurrence
of the obligation in respect thereof or (b) evidenced by a note or similar
written instrument, (v) all indebtedness secured by any Lien on any property or
asset owned or held by that Person regardless of whether the indebtedness
secured thereby shall have been assumed by that Person or is nonrecourse to the
credit of that Person, and (vi) other than for the purposes of Section 8,
guaranties of any obligations set forth in sub-paragraphs (i) through (v)
inclusive of this definition.

“Indemnified Liabilities” has the meaning assigned to that
term in subsection 10.3.

“Indemnified Taxes” means Taxes other than Excluded Taxes.

		10		SAFEWAY TERM CREDIT AGREEMENT

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“Indemnitee” has the meaning assigned to that term in
subsection 10.3.

“Index Debt” has the meaning assigned to that term in the
definition of “Index Debt Rating”.

“Index Debt Rating” means, as of any date, the rating that
has been most recently announced by S&P and Moody153s for non-credit-enhanced,
senior unsecured debt (the “Index Debt“) of Borrower. For
purposes of the foregoing, (i) if either Moody153s or S&P shall not have in
effect a rating for the Index Debt (other than by reason of the circumstances
referred to in the last sentence of this definition), Borrower and
Administrative Agent shall negotiate in good faith to amend this definition to
reflect the cessation of such rating, provided that if no amendment to this
definition has been effected within ten (10) Business Days from the date of such
ratings cessation then such rating agency shall be deemed to have established a
rating in the lowest Pricing Level; (ii) if the ratings established or deemed to
have been established by Moody153s and S&P for the Index Debt shall fall
within different Pricing Levels, the applicable Pricing Level shall be based on
the higher of the two ratings unless the ratings differ by more than two
categories, in which case the governing rating shall be the category next above
the lower of the two; and (iii) if the ratings established or deemed to have
been established by Moody153s and S&P for the Index Debt shall be changed
(other than as a result of a change in the rating system of Moody153s or S&P),
such change shall be effective as of the date on which it is first announced by
the applicable rating agency. If the rating system of Moody153s or S&P shall
change, or if either such rating agency shall cease to be in the business of
rating corporate debt obligations, Borrower, Administrative Agent and the
Syndication Agent shall negotiate in good faith to amend this definition to
reflect such changed rating system or the non-availability of ratings from such
rating agency and, pending the effectiveness of any such amendment, the
applicable Pricing Level shall be determined by reference to the rating most
recently in effect prior to such change or cessation.

“Insolvency Laws” means the Bankruptcy Code, the Bankruptcy
and Insolvency Act (Canada) or any comparable law of Canada or any other
applicable bankruptcy, insolvency or similar law now or hereafter in effect in
the United States of America or any state thereof or Canada or any province
thereof.

“Interest Coverage Ratio” means, as at any date of
determination, the ratio (rounded down to the nearest one-hundredth) of (i)
Consolidated Adjusted EBITDA to (ii) Consolidated Interest Expense, in each case
for the four fiscal quarter period ending with the most recently completed
fiscal quarter of Borrower.

“Interest Payment Date” means (i) with respect to any Base
Rate Loan, each Quarterly Payment Date, and (ii) with respect to any Eurodollar
Rate Loan, the last day of each Interest Period applicable to such Loan;
provided that in the case of each Interest Period of longer than three
months “Interest Payment Date” shall also include each date that is three
months, or an integral multiple thereof, after the commencement of such Interest
Period.

“Interest Period” has the meaning assigned to that term in
subsection 2.2B.

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“Interest Rate Agreement” means any interest rate swap
agreement, interest rate cap agreement, interest rate collar agreement or other
similar agreement or arrangement to which Borrower or any of its Subsidiaries is
a party and which is used to manage the percentages of fixed and floating rate
Indebtedness of Borrower and its Subsidiaries.

“Interest Rate Determination Date” means, with respect to
any Interest Period, the second Business Day prior to the first day of such
Interest Period.

“Internal Revenue Code” means the U.S. Internal Revenue Code
of 1986, as amended to the date hereof and from time to time hereafter.

“Joint Bookrunners” has the meaning assigned to that term in
the introduction to this Agreement.

“Joint Lead Arrangers” has the meaning assigned to that term
in the introduction to this Agreement.

“JPMorgan” has the meaning assigned to that term in the
introduction to this Agreement.

“JPMS” has the meaning assigned to that term in the
introduction to this Agreement.

“Lender” and “Lenders” means the persons
identified as “Lenders” and listed on the signature pages of this Agreement,
together with their successors and permitted assigns pursuant to subsection
10.1.

“Lien” means any lien, mortgage, pledge, assignment,
security interest, charge or encumbrance of any kind (including any conditional
sale or other title retention agreement, any lease in the nature thereof, and
any agreement to give any security interest).

“Loan Documents” means this Agreement, the Notes, the
Administrative Agent Fee Letter and the Fee Letter.

“Loan Exposure” means, with respect to any Lender as of any
date, (a) prior to the termination of the Commitments, that Lender153s unused
Commitment plus the aggregate outstanding principal amount of the Loans of that
Lender, and (b) after the termination of the Commitments, the aggregate
outstanding principal amount of the Loans of that Lender.

“Loans” means Loans made by Lenders to Borrower pursuant to
subsection 2.1A.

“Margin Stock” has the meaning assigned to that term in
Regulation U of the Board of Governors of the Federal Reserve System as in
effect from time to time.

“Material Adverse Effect” means (i) a material adverse
effect upon the business, operations, properties, assets or condition (financial
or otherwise) of Borrower and its Subsidiaries (other than Unrestricted
Subsidiaries), taken as a whole, or (ii) the material impairment of
Administrative Agent or any Lender to enforce the Obligations in the aggregate.

		12		SAFEWAY TERM CREDIT AGREEMENT

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“Material Asset Sale” means the sale, in a single
transaction or series of related transactions, by Borrower or any of its
Subsidiaries (other than Unrestricted Subsidiaries) to any Person other than
Borrower or any of its Wholly-Owned Subsidiaries of (i) any of the stock of any
of Borrower153s Subsidiaries, or (ii) any other assets (whether tangible or
intangible) of Borrower or any of its Subsidiaries outside of the ordinary
course of business; provided that the aggregate Book Value of all assets
transferred in such sale (including, without limitation, the assets of any
Subsidiary the stock of which is so transferred) equals or exceeds 20% of the
Book Value of the consolidated assets of Borrower and its Subsidiaries (other
than Unrestricted Subsidiaries).

“Material Subsidiary” means, at any date, any domestic
Subsidiary of Borrower (other than any Unrestricted Subsidiary) whose tangible
assets have a Book Value equal to or exceeding 5% of the Book Value of the
consolidated tangible assets of Borrower and its Subsidiaries.

“Maturity Date” means March 19, 2015; provided,
however, that if such date is not a Business Day, the preceding Business
Day.

“MLPFS” has the meaning assigned to that term in the
introduction to this Agreement.

“Moody153s” means Moody153s Investors Service, Inc.

“Multiemployer Plan” means a “multiemployer plan,” as
defined in Section 3(37) of ERISA and which is subject to Title IV of ERISA, to
which Borrower or any of its ERISA Affiliates is contributing, or may have any
liability.

“Non-Defaulting Lender” means, at any time, each Lender that
is not a Defaulting Lender at such time.

“Notes” means any promissory notes issued by Borrower
pursuant to subsection 2.1E, substantially in the form of Exhibit III
annexed hereto, respectively, to evidence the Loans of any Lenders, as notes may
be amended, supplemented or otherwise modified from time to time.

“Notice of Borrowing” means a notice substantially in the
form of Exhibit I annexed hereto delivered by Borrower to Administrative
Agent pursuant to subsection 2.1B with respect to a proposed borrowing.

“Notice of Conversion/Continuation” means a notice
substantially in the form of Exhibit II annexed hereto delivered by
Borrower to Administrative Agent pursuant to subsection 2.2D with respect to a
proposed conversion or continuation of the applicable basis for determining the
interest rate with respect to the Loans specified therein.

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“Obligations” means all obligations of every nature of
Borrower from time to time owed to Agents, Lenders or any of them under the Loan
Documents, whether for principal, interest, fees, expenses, indemnification or
otherwise.

“Officers153 Certificate” means, as applied to any
corporation, a certificate executed on behalf of such corporation by any of its
Authorized Officers.

“Other Taxes” means all present or future stamp or
documentary taxes or any other excise or property taxes, charges or similar
levies arising from any payment made hereunder or under any other Loan Document
or from the execution, delivery or enforcement of, or otherwise with respect to,
this Agreement or any other Loan Document.

“Participant” means a purchaser of a participation in the
rights and obligations under this Agreement pursuant to subsection 10.1C.

“Participant Register” has the meaning set forth in
subsection 10.1C.

“PBGC” means the U.S. Pension Benefit Guaranty Corporation
(or any successor thereto).

“Pension Plan” means any Employee Benefit Plan, other than a
Multiemployer Plan, which is subject to Section 412 of the Internal Revenue Code
or Title IV of ERISA.

“Permitted Encumbrances” means the following types of Liens
(other than any such Lien imposed pursuant to Section 401(a)(29) or 412(n) of
the Internal Revenue Code or by ERISA):

(i) Liens for taxes, assessments or governmental charges or claims the
payment of which is not, at the time, required by subsection 6.3;

(ii) statutory Liens of landlords and Liens of carriers, warehousemen,
mechanics and materialmen and other Liens imposed by law incurred in the
ordinary course of business for sums not yet delinquent or being contested in
good faith, if such reserve or other appropriate provision, if any, as shall be
required by GAAP shall have been made therefor;

(iii) Liens incurred or deposits made in the ordinary course of business in
connection with workers153 compensation, unemployment insurance and other types of
social security (and related standby letters of credit), or to secure the
performance of tenders, statutory obligations, surety and appeal bonds, bids,
leases, government contracts, trade contracts, performance and return-of-money
bonds and other similar obligations (exclusive of obligations for the payment of
borrowed money);

(iv) any attachment or judgment Lien not constituting an Event of Default
under subsection 8.8;

		14		SAFEWAY TERM CREDIT AGREEMENT

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(v) leases or subleases or licenses of occupancy granted to others not
interfering in any material respect with the ordinary conduct of the business of
Borrower or any of its Subsidiaries;

(vi) easements, rights-of-way, restrictions, minor defects, encroachments or
irregularities in title and other similar charges or encumbrances not
interfering in any material respect with the ordinary conduct of the business of
Borrower or any of its Subsidiaries;

(vii) any (a) interest or title of a lessor or sublessor under any lease, (b)
restriction or encumbrance that the interest or title of such lessor or
sublessor may be subject to, or (c) subordination of the interest of the lessee
or sublessee under such lease to any restriction or encumbrance referred to in
the preceding clause (b);

(viii) Liens arising from filing UCC financing statements relating solely to
leases not prohibited by this Agreement;

(ix) Liens in favor of customs and revenue authorities arising as a matter of
law to secure payment of customs duties in connection with the importation of
goods;

(x) Liens encumbering deposits made to secure obligations arising from
statutory, regulatory, contractual or warranty requirements of Borrower and its
Subsidiaries (excluding deposits securing the repayment of Indebtedness);

(xi) Liens encumbering customary initial deposits and margin deposits, and
other Liens incurred in the ordinary course of business and which are within the
general parameters customary in the industry securing obligations under
commodities agreements; and

(xii) Liens securing reimbursement obligations under commercial letters of
credit or bankers153 acceptance facilities, which Liens encumber documents and
other property to be acquired by drawings under such commercial letters of
credit or drafts accepted under such bankers153 acceptance facilities.

“Person” means and includes natural persons, corporations,
limited partnerships, general partnerships, limited liability companies, limited
liability partnerships, joint stock companies, joint ventures, associations,
companies, trusts, banks, trust companies, land trusts, business trusts or other
organizations, whether or not legal entities, and any Governmental Authority.

“Platform” has the meaning given to it in Section
10.8(B)(i).

“Potential Event of Default” means a condition or event
that, after notice or lapse of time or both, would constitute an Event of
Default.

“Pricing Level” means, as of any date, the applicable
Pricing Level set forth in the definition of “Pricing Margin”.

		15		SAFEWAY TERM CREDIT AGREEMENT

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“Pricing Margin” means, as of any date, the Pricing Margin
set forth below that corresponds to the Index Debt Rating (determined with
reference to the definition of “Index Debt Rating”) set forth below in effect on
such date:

Pricing Margin

(in basis points)

Pricing Level		Index Debt Rating (S&P/Moody153s)		Commitment Fee Percentage				Eurodollar Rate Loans				Base Rate Loans
Level I		BBB+/Baa1			17.5				112.5				12.5
Level II		BBB/Baa2			17.5				125.0				25.0
Level III		BBB-/Baa3			17.5				150.0				50.0
Level IV		BB+/Ba1			17.5				175.0				75.0
Level V		Lower than BB+/Ba1			17.5				225.0				125.0

The Pricing Margin shall change as of the opening of business on any day that
the Pricing Level changes pursuant to the definition of “Index Debt Rating”.

“Primary Agent” and “Primary Agents” means
Bank of America, in its capacity as Administrative Agent, JPMorgan, in its
capacity as Syndication Agent and MLPFS and JPMS, in their respective capacities
as Joint Bookrunners.

“Prime Rate” means the rate of interest in effect for such
day as publicly announced from time to time by Administrative Agent as its
“prime rate”. The “prime rate” is a rate set by Administrative Agent based upon
various factors including Administrative Agent153s costs and desired return,
general economic conditions and other factors, and is used as a reference point
for pricing some loans, which may be priced at, above, or below such announced
rate. Any change in such prime rate announced by Administrative Agent shall take
effect at the opening of business on the day specified in the public
announcement of such change.

“Proceedings” has the meaning assigned to that term in
subsection 6.1(vii).

“Pro Rata Share” means, with respect to any Lender, the
percentage obtained by dividing the Loan Exposure of that Lender by the
aggregate Loan Exposure of all Lenders.

“Public Lender” has the meaning assigned to that term in
subsection 6.1.

“Quarterly Payment Date” means the last Business Day of
March, June, September and December in each calendar year.

“Register” has the meaning assigned to that term in
subsection 2.1D.

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“Regulation D” means Regulation D of the Board of Governors
of the Federal Reserve System, as in effect from time to time.

“Related Parties” means, with respect to any Person, such
Person153s Affiliates and the partners, directors, officers, employees, agents,
trustees and advisors of such Person and of such Person153s Affiliates.

“Release” means any release, spill, emission, leaking,
pumping, pouring, injection, escaping, deposit, disposal, discharge, dispersal,
dumping, leaching or migration of Hazardous Materials into the indoor or outdoor
environment (including, without limitation, the abandonment or disposal of any
barrels, containers or other closed receptacles containing any Hazardous
Materials), including the movement of any Hazardous Material through the air,
soil, surface water, groundwater or property.

“Requisite Lenders” means Lenders having or holding more
than 50% of the Loan Exposure of all Lenders; provided that the Loan
Exposure of any Defaulting Lender shall be excluded for purposes of making a
determination of Requisite Lenders, as further provided in subsection 10.6
hereof.

“SEC” means the Securities and Exchange Commission or any
successor thereto.

“Securities Act” means the Securities Act of 1933, as
amended from time to time, and any successor statute.

“Settlement Service” has the meaning assigned to that term
in subsection 10.1B(i).

“Solvent” means, with respect to any Person, that as of the
date of determination, (i) the then fair saleable value of the property of such
Person is (a) greater than the total amount of liabilities (including reasonably
anticipated liabilities with respect to contingent obligations) of such Person
and (b) greater than the amount that will be required to pay the probable
liabilities on such Person153s then existing debts as they become absolute and
matured considering all financing alternatives and potential asset sales
reasonably available to such Person, and (ii) such person has not incurred and
does not intend to incur, or does not believe that it will incur, debts beyond
its ability to pay such debts as they become due.

“S&P” means Standard & Poors Ratings Services, a
division of The McGraw-Hill Companies, Inc.

“SPV” has the meaning assigned to that term in subsection
10.1B(i).

“Subordinated Indebtedness” means the Indebtedness of
Borrower subordinated in right of payment to the Obligations.

“Subsidiary” means, with respect to any Person, any
corporation, partnership, association, joint venture or other business entity of
which more than 50% of the total voting power of shares of capital stock or
other ownership interests entitled (without regard to the

		17		SAFEWAY TERM CREDIT AGREEMENT

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occurrence of any contingency) to vote in the election of the Person or
Persons (whether directors, managers, trustees or other Persons performing
similar functions) having the power to direct or cause the direction of the
management and policies thereof is at the time owned or controlled, directly or
indirectly, by that Person or one or more of the other Subsidiaries of that
Person or a combination thereof.

“Syndication Agent” has the meaning assigned to that term in
the introduction to this Agreement.

“Tax” or “Taxes” means any present or
future tax, levy, impost, duty, charge, fee, assessment, deduction, withholding
or other similar charges of any nature imposed by any Governmental Authority,
including any interest, additions to tax or penalties applicable thereto.

“Total Loan Amount” means the aggregate principal amount of
the Loans made hereunder, without giving effect to any repayments or prepayments
thereof.

“Unrestricted Cash” means, as at any date of determination,
the aggregate amount of cash and cash equivalents denominated in U.S. or
Canadian Dollars (to the extent in any such case not classified as “restricted”
for financial statement purposes) included on the most recent consolidated
balance sheet of Borrower delivered pursuant to subsection 6.1, it being
understood that any cash or cash equivalents that secure any Indebtedness (other
than the Obligations) shall not be unrestricted for purposes of this definition.

“Unrestricted Subsidiary” means any Subsidiary designated by
Borrower as an Unrestricted Subsidiary in accordance with the provisions of
subsection 7.6.

“Wholly-Owned Subsidiary” means, with respect to any Person,
any Subsidiary of such Person that is directly or indirectly wholly-owned by
such Person.

1.2	Accounting Terms; Utilization of GAAP for Purposes of Calculations Under Agreement.

Except as otherwise expressly provided in this Agreement, all accounting
terms not otherwise defined herein shall have the meanings assigned to them in
conformity with GAAP. The financial statements to be furnished to the Lenders
pursuant hereto shall be made and prepared in accordance with GAAP consistently
applied throughout the periods involved (except as set forth in the notes
thereto or as otherwise disclosed in writing by Borrower to the Lenders);
provided that, (a) except as otherwise specifically provided herein, all
computations and all definitions (including accounting terms) used in
determining compliance with subsection 7.2 shall utilize GAAP and policies in
conformity with those used to prepare the audited financial statements of
Borrower referred to in subsection 6.1 for the Fiscal Year ended January 1,
2011, and (b) notwithstanding anything to the contrary contained herein, all
such financial statements shall be prepared, and all financial covenants
contained herein or in any other Loan Document shall be calculated, in each
case, without giving effect to any election under FASB ASC 825 (or any similar
accounting principle) permitting a Person to value its financial liabilities at
the fair value thereof.

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1.3	Other Definitional Provisions.

References to “Sections” and “subsections” shall be to Sections and
subsections, respectively, of this Agreement unless otherwise specifically
provided. Any of the terms defined in subsection 1.1 may, unless the context
otherwise requires, be used in the singular or the plural, depending on the
reference.

Section 2. AMOUNTS AND TERMS OF COMMITMENTS AND LOANS

2.1	Commitments; Making of Loans; the Register; Notes.

A. Commitments and Loans. Subject to the terms and
conditions of this Agreement and in reliance upon the representations and
warranties of Borrower herein set forth, each Lender severally agrees to lend to
Borrower from time to time during the period from and after the Closing Date to
and including the Commitment Termination Date in an amount requested by Borrower
not exceeding its Pro Rata Share of the aggregate amount of the Commitments at
such time to be used for the purposes identified in subsection 2.5A. The amount
of each Lender153s Commitment is set forth opposite its name in Schedule 2.1 and
the original aggregate amount of the Commitments is $700,000,000;
provided that the amount of the Commitment of each Lender shall be
adjusted to give effect to any reduction or termination of Commitments pursuant
to Section 2.4 hereof (including as the result of the making of a Loan
hereunder) and to any assignment of such Commitment pursuant to subsection
10.1B. Borrower may make only two borrowings under the Commitments. The second
borrowing under the Commitments shall be for Loans in an aggregate amount not to
exceed the unused Commitments. The unused portion of each Lender153s Commitment
shall expire immediately and without further action on the Commitment
Termination Date if the Loans are not made on or before that date. Amounts
borrowed under this subsection 2.1A and subsequently repaid or prepaid may not
be reborrowed. All Loans shall be denominated and funded in Dollars.

B. Borrowing Mechanics.

(i) Loans. Loans made on any Funding Date shall be in an aggregate
minimum amount of $100,000,000 and integral multiples of $25,000,000 in excess
of that amount. Whenever Borrower desires that Lenders make Loans, it shall
deliver to Administrative Agent a Notice of Borrowing no later than 12:00 noon
(New York time) at least three (3) Business Days in advance of the proposed
Funding Date in the case of a Eurodollar Rate Loan, or on the proposed Funding
Date in the case of a Base Rate Loan; provided, however, that if Borrower
wishes to request Eurodollar Rate Loans having an Interest Period other than
14-days, one, two, three or six months in duration as provided in subsection
2.2B, the Notice of Borrowing must be received by Administrative Agent not later
than 12:00 noon (New York time) four Business Days in advance of the proposed
Funding Date, whereupon Administrative Agent shall give prompt notice to the
Lenders of such request and determine whether the requested Interest Period is
acceptable to all of them. Not later than 12:00 noon (New York time), three
Business Days before the proposed Funding Date, Administrative Agent shall
notify Borrower (which notice may be by telephone) whether or not the requested
Interest Period described in the

		19		SAFEWAY TERM CREDIT AGREEMENT

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preceding proviso has been consented to by all the Lenders. Each Notice of
Borrowing shall specify (i) the proposed Funding Date (which shall be a Business
Day), (ii) the amount of Loans requested, (iii) whether such Loans are to be
Base Rate Loans or Eurodollar Rate Loans (it being agreed and understood that
Eurodollar Rate Loans may not be borrowed before the date three (3) Business
Days after the Closing Date) and (iv) in the case of any Loans requested to be
made as Eurodollar Rate Loans, the initial Interest Period requested therefor.
Loans may be continued as or converted into Base Rate Loans and Eurodollar Rate
Loans in the manner provided in subsection 2.2D. In lieu of delivering the
above-described Notice of Borrowing, Borrower may give Administrative Agent
telephonic notice by the required time of any proposed borrowing under this
subsection 2.1B; provided that such notice shall be promptly confirmed in
writing by delivery of a Notice of Borrowing to Administrative Agent on or
before the applicable Funding Date.

(ii) General Provisions Relating to Borrowing. Neither Administrative
Agent nor any Lender shall incur any liability to Borrower in acting upon any
telephonic notice referred to above that Administrative Agent believes in good
faith to have been given by a duly authorized officer or other person authorized
to borrow on behalf of Borrower or for otherwise acting in good faith under this
subsection 2.1B, and upon funding of Loans by Lenders in accordance with this
Agreement pursuant to any such telephonic notice, Borrower shall have effected
Loans hereunder.

Borrower shall notify Administrative Agent prior to the funding of any Loans
thereby requested in the event that any of the matters to which Borrower is
required to certify in the applicable Notice of Borrowing is no longer true and
correct as of the applicable Funding Date, and the acceptance by Borrower of the
proceeds of any Loans shall constitute a re-certification by Borrower, as of the
applicable Funding Date, as to the matters to which Borrower is required to
certify in the applicable Notice of Borrowing.

Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of
Borrowing for a Eurodollar Rate Loan (or telephonic notice in lieu thereof)
shall be irrevocable on and after the related Interest Rate Determination Date,
and Borrower shall be bound to make a borrowing in accordance therewith.

C. Disbursement of Funds.

(i) Funding Loans. All Loans under this Agreement shall be made by
Lenders simultaneously and proportionately to their respective Pro Rata Shares.
Promptly after receipt by Administrative Agent of a Notice of Borrowing pursuant
to subsection 2.1B (or telephonic notice in lieu thereof) requesting a Loan,
Administrative Agent shall notify each Lender of the proposed borrowing. Each
Lender shall make the amount of its Loan available to Administrative Agent, in
Dollars and same day funds, at the Funding and Payment Office not later than
12:00 noon (or in the case of Base Rate Loans, 2:00 p.m.) (New York time) on the
applicable Funding Date.

		20		SAFEWAY TERM CREDIT AGREEMENT

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(ii) Disbursement of Loan Proceeds by Administrative Agent. Upon
satisfaction or waiver of the conditions precedent specified in subsections 4.1
(in the case of Loans made on the Closing Date, if any) and 4.2 (in the case of
all Loans), Administrative Agent shall make the proceeds of such Loans available
to Borrower on the applicable Funding Date by causing an amount of same day
funds in Dollars equal to the proceeds of all such Loans received by
Administrative Agent from Lenders to be credited to an account of Borrower at
the Funding and Payment Office or to be wired to such account with another
financial institution as Borrower may specify in writing to Administrative
Agent, as applicable.

(iii) Administrative Agent May Advance Funds; Failure of Lender to Fund
Loan. Unless Administrative Agent shall have been notified by any Lender
prior to the Funding Date for any Loans (or in the case of Base Rate Loans prior
to 1:00 p.m. (New York time) on the Funding Date) to be funded by such Lender
that such Lender does not intend to make available to Administrative Agent the
amount of such Lender153s Loan requested on such Funding Date, Administrative
Agent may assume that such Lender has made such amount available to
Administrative Agent on such Funding Date and Administrative Agent may, in its
sole discretion, but shall not be obligated to, make available to Borrower a
corresponding amount on such Funding Date. If such corresponding amount is not
in fact made available to Administrative Agent by such Lender, Administrative
Agent shall be entitled to recover such corresponding amount on demand from such
Lender together with interest thereon, for each day from such Funding Date until
the date such amount is paid to Administrative Agent, at the customary rate set
by Administrative Agent for the correction of errors among banks in Dollars for
three (3) Business Days and thereafter at the Base Rate. If such Lender does not
pay such corresponding amount forthwith upon Administrative Agent153s demand
therefor, Administrative Agent shall promptly notify Borrower and Borrower shall
immediately pay such corresponding amount to Administrative Agent together with
interest thereon, for each day from such Funding Date until the date such amount
is paid to Administrative Agent, at the Base Rate. Nothing in this subsection
2.1C shall be deemed to relieve any Lender from its obligation to fulfill its
Commitment hereunder or to prejudice any rights that Borrower may have against
any Lender as a result of any default by such Lender hereunder.

No Lender shall be responsible for any default by any other Lender in that
other Lender153s obligation to make a Loan requested hereunder nor shall the
Commitment of any Lender be increased or decreased as a result of a default by
any other Lender in that other Lender153s obligation to make a Loan requested
hereunder.

D. The Register.

(i) Administrative Agent shall maintain, at its address referred to in
subsection 10.8, a register for the recordation of the names and addresses of
Lenders, and the Commitment and Loans of each Lender from time to time (the
“Register“). The Register shall be available for inspection by
Borrower or any Lender (but only as to such Lender153s entry in the Register) at
any reasonable time and from time to time upon reasonable prior notice.

		21		SAFEWAY TERM CREDIT AGREEMENT

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(ii) Administrative Agent shall record in the Register the Commitment and the
Loans (including the principal amounts thereof and interest owing thereon) from
time to time of each Lender and each repayment or prepayment in respect of the
principal amount and interest of the Loans of each Lender. Any such recordation
shall be conclusive and binding on Borrower and each Lender, absent manifest or
demonstrable error; provided that failure to make any such recordation,
or any error in such recordation, shall not affect Borrower153s Obligations in
respect of the applicable Loans.

(iii) Each Lender shall record on its internal records (including, without
limitation, any Note held by such Lender) the amount of each Loan made by it and
each payment in respect thereof. Any such recordation shall be conclusive and
binding on Borrower and such Lender, absent manifest or demonstrable error;
provided that failure to make any such recordation, or any error in such
recordation, shall not affect Borrower153s Obligations in respect of the
applicable Loans; and provided, further that in the event of any
inconsistency between the Register and any Lender153s records, the recordations in
the Register shall govern.

(iv) Borrower, Administrative Agent and Lenders shall deem and treat the
Persons listed as Lenders in the Register as the holders and owners of the
corresponding Commitments and Loans listed therein for all purposes hereof, and
no assignment or transfer of any such Commitment or Loan shall be effective, in
each case unless and until an Assignment Agreement effecting the assignment or
transfer thereof shall have been accepted by Administrative Agent and recorded
in the Register as provided in subsection 10.1B(ii). Prior to such recordation,
all amounts owed with respect to the applicable Commitment or Loan shall be owed
to the Lender listed in the Register as the owner thereof, and any request,
authority or consent of any Person who, at the time of making such request or
giving such authority or consent, is listed in the Register as a Lender shall be
conclusive and binding on any subsequent holder, assignee or transferee of the
corresponding Commitment or Loan.

(v) Borrower hereby designates Administrative Agent to serve as its Agent
solely for purposes of maintaining the Register as provided in this subsection
2.1D, and Borrower hereby agrees that, to the extent Administrative Agent serves
in such capacity, Administrative Agent and its officers, directors, employees,
agents and affiliates shall constitute Indemnitees for all purposes under
subsection 10.3.

E. Optional Notes. If so requested by any Lender by written
notice to Borrower (with a copy to Administrative Agent) at least two (2)
Business Days prior to the Closing Date or at any time thereafter, Borrower
shall execute and deliver to such Lender (and/or, if applicable and if so
specified in such notice, to any Person who is an assignee of such Lender
pursuant to subsection 10.1) on the Closing Date (or, if such notice is
delivered after the Closing Date, promptly after Borrower153s receipt of such
notice) a promissory note to evidence such Lender153s Loans to Borrower,
substantially in the form of Exhibit III annexed hereto with appropriate
insertions.

		22		SAFEWAY TERM CREDIT AGREEMENT

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Administrative Agent may deem and treat the payee of any Note as the owner
thereof for all purposes hereof unless and until an Assignment Agreement
effecting the assignment or transfer thereof shall have been accepted by
Administrative Agent as provided in subsection 10.1B(ii). Any request, authority
or consent of any person or entity who, at the time of making such request or
giving such authority or consent, is the record holder of any Note shall be
conclusive and binding on any subsequent holder, assignee or transferee of that
Note or of any Note or Notes issued in exchange therefor.

2.2	Interest on the Loans.

A. Rate of Interest. (i) Loans shall bear interest on the
unpaid principal amount thereof from the date made through maturity (whether by
acceleration or otherwise) at a rate determined by reference to the Base Rate or
the Adjusted Eurodollar Rate. The applicable basis for determining the rate of
interest on Loans shall be selected by Borrower at the time Borrower submits a
Notice of Borrowing pursuant to subsection 2.1B or a Notice of
Conversion/Continuation is given pursuant to subsection 2.2D. If on any date a
Loan is outstanding with respect to which notice has not been delivered to
Administrative Agent in accordance with the terms of this Agreement specifying
the basis for determining the rate of interest, then for that day that Loan
shall bear interest determined by reference to the Base Rate.

(ii) Subject to the provisions of subsections 2.2E and 3.1, Loans shall bear
interest as follows:

(a) if a Base Rate Loan, then at a rate per annum equal to the sum of the
Base Rate plus the Pricing Margin; or

(b) if a Eurodollar Rate Loan, then at a rate per annum equal to the sum of
the Adjusted Eurodollar Rate for the applicable Interest Period plus the Pricing
Margin.

B. Interest Periods. In connection with each Eurodollar Rate
Loan, Borrower may, pursuant to the applicable Notice of Borrowing or Notice of
Conversion/Continuation, as the case may be, select an interest period (each an
“Interest Period“) to be applicable to such Loan, which
Interest Period shall be, at Borrower153s option, either a 14-day or one, two,
three or six month period or, if permitted under clause (vii) of this subsection
2.2B, a nine or twelve month period; provided that:

(i) the initial Interest Period for any Eurodollar Rate Loan shall commence
on the Funding Date in respect of such Loan, in the case of a Loan initially
made as a Eurodollar Rate Loan, or on the date specified in the applicable
Notice of Conversion/Continuation, in the case of a Loan converted to a
Eurodollar Rate Loan;

(ii) in the case of immediately successive Interest Periods applicable to a
Eurodollar Rate Loan continued as such pursuant to a Notice of
Conversion/Continuation, each successive Interest Period shall commence on the
day on which the next preceding Interest Period expires;

		23		SAFEWAY TERM CREDIT AGREEMENT

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(iii) if an Interest Period would otherwise expire on a day that is not a
Business Day, such Interest Period shall expire on the next succeeding Business
Day; provided that, if any Interest Period would otherwise expire on a
day that is not a Business Day but is a day of the month after which no further
Business Day occurs in such month, such Interest Period shall expire on the next
preceding Business Day;

(iv) any Interest Period that begins on the last Business Day of a calendar
month (or on a day for which there is no numerically corresponding day in the
calendar month at the end of such Interest Period) shall, subject to clause (v)
of this subsection 2.2B and except in the case of a 14-day Interest Period, end
on the last Business Day of a calendar month;

(v) no Interest Period with respect to any portion of the Loans shall extend
beyond the Maturity Date;

(vi) there shall be no more than 10 Interest Periods outstanding at any time;

(vii) no Eurodollar Rate Loan shall have an Interest Period of nine or twelve
months without the consent of the Lenders; and

(viii) in the event Borrower fails to specify an Interest Period for any
Eurodollar Rate Loan in the applicable Notice of Borrowing or Notice of
Conversion/Continuation, Borrower shall be deemed to have selected an Interest
Period of one month.

C. Interest Payments. Subject to the provisions of
subsection 2.2E, interest on each Loan shall be payable in arrears on and to
each Interest Payment Date applicable to that Loan, upon any prepayment of that
Loan (to the extent accrued on the amount being prepaid) and at maturity
(including final maturity).

D. Conversion or Continuation. Subject to the provisions of
subsection 2.6, Borrower shall have the option (i) to continue all or any part
of its outstanding Eurodollar Rate Loans in an amount equal to $10,000,000 and
integral multiples thereof or (ii) to convert all or any part of its outstanding
Loans in an amount equal to $10,000,000 and integral multiples of $10,000,000 in
excess thereof from Loans bearing interest at a rate determined by reference to
one basis to Loans bearing interest at a rate determined by reference to an
alternative basis provided (a) Base Rate Loans may be converted into
Eurodollar Rate Loans at any time, and, subject to subsection 2.6D, Eurodollar
Rate Loans may be converted or continued at any time; and (c) no Loan may be
continued as or converted into a Eurodollar Rate Loan at any time that an Event
of Default has occurred and is continuing.

Borrower shall deliver a Notice of Conversion/Continuation to Administrative
Agent no later than 12:00 noon (New York time) at least one (1) Business Day in
advance of the proposed conversion date in the case of a conversion to a Base
Rate Loan and at least three (3) Business Days in advance of the proposed
conversion/continuation date in the case of a

		24		SAFEWAY TERM CREDIT AGREEMENT

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conversion to, or a continuation of, a Eurodollar Rate Loan;
provided, however, that if Borrower wishes to request Eurodollar Rate
Loans having an Interest Period other than 14-days, one, two, three or six
months in duration as provided in Section 2.2B, the Notice of
Conversion/Continuation must be received by Administrative Agent not later than
12:00 noon (New York time) four Business Days in advance of the proposed
conversion/continuation date, whereupon Administrative Agent shall give prompt
notice to the Lenders of such request and determine whether the requested
Interest Period is acceptable to all of them. Not later than 12:00 noon (New
York time), three Business Days before the proposed conversion/continuation
date, Administrative Agent shall notify Borrower (which notice may be by
telephone) whether or not the requested Interest Period described in the
preceding proviso has been consented to by all the Lenders. Each Notice of
Conversion/Continuation shall specify (i) the proposed conversion/continuation
date (which shall be a Business Day), (ii) the amount and type of the Loan to be
converted/continued, (iii) the nature of the proposed conversion/continuation,
(iv) in the case of a conversion to, or a continuation of, a Eurodollar Rate
Loan, the requested Interest Period, and (v) in the case of a conversion to, or
a continuation of, a Eurodollar Rate Loan, that no Event of Default has occurred
and is continuing. In lieu of delivering the above-described Notice of
Conversion/Continuation, Borrower may give Administrative Agent telephonic
notice by the required time of any proposed conversion/continuation under this
subsection 2.2D; provided that such notice shall be promptly confirmed in
writing by delivery of a Notice of Conversion/Continuation to Administrative
Agent on or before the proposed conversion/continuation date.

Neither Administrative Agent nor any Lender shall incur any liability to
Borrower in acting upon any telephonic notice referred to above that
Administrative Agent believes in good faith to have been given by a duly
authorized officer or other person authorized to act on behalf of Borrower or
for otherwise acting in good faith under this subsection 2.2D, and upon
conversion or continuation of the applicable basis for determining the interest
rate with respect to any Loans in accordance with this Agreement pursuant to any
such telephonic notice Borrower shall have effected a conversion or
continuation, as the case may be, hereunder.

Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of
Conversion/Continuation for conversion to, or continuation of, a Eurodollar Rate
Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after
the related Interest Rate Determination Date, and Borrower submitting any such
Notice of Conversion/Continuation shall be bound to effect a conversion or
continuation in accordance therewith unless Borrower pays to Lenders such
amounts as may be due under subsection 2.6D for failure of a conversion to or
continuation of any Eurodollar Rate Loan to occur on the date specified therefor
in the Notice of Conversion/Continuation (or telephonic notice in lieu thereof).

E. Post-Maturity Interest. Any principal payments on the
Loans not paid when due and, to the extent permitted by applicable law, any
interest payments on the Loans not paid when due, in each case whether at stated
maturity, by notice of prepayment, by acceleration or otherwise, shall
thereafter bear interest (including post-petition interest in any proceeding
under the Bankruptcy Code or other applicable Insolvency Laws) payable on demand
at a rate which is 2% per annum in excess of the interest rate otherwise payable
under this Agreement with respect to the applicable Loans; provided
that, in the case of Eurodollar Rate Loans, upon the expiration

		25		SAFEWAY TERM CREDIT AGREEMENT

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of the Interest Period in effect at the time any such increase in interest
rate is effective, such Eurodollar Rate Loans shall thereupon become Base Rate
Loans and shall thereafter bear interest payable upon demand at a rate which is
2% per annum in excess of the Base Rate. Payment or acceptance of the increased
rates of interest provided for in this subsection 2.2E is not a permitted
alternative to timely payment and shall not constitute a waiver of any Event of
Default or otherwise prejudice or limit any rights or remedies of any Agent or
Lender.

F. Computation of Interest. Interest on the Loans shall be
computed (i) in the case of Base Rate Loans, on the basis of a 365-day or
366-day year, as the case may be and (ii) in the case of Eurodollar Rate Loans,
on the basis of a 360-day year, in each case for the actual number of days
elapsed in the period during which it accrues. In computing interest on any
Loan, the date of the making of such Loan or the first day of an Interest Period
applicable to such Loan or, with respect to a Base Rate Loan being converted
from a Eurodollar Rate Loan, the date of conversion of such Eurodollar Rate Loan
to such Base Rate Loan, as the case may be, shall be included, and the date of
payment of such Loan or the expiration date of an Interest Period applicable to
such Loan or, with respect to a Base Rate Loan being converted to a Eurodollar
Rate Loan, the date of conversion of such Base Rate Loan to such Eurodollar Rate
Loan, as the case may be, shall be excluded; provided that if a Loan is
repaid on the same day on which it is made, one day153s interest shall be paid on
that Loan. Administrative Agent shall, at any time and from time to time upon
request of Borrower, use its commercially reasonable efforts to deliver to
Borrower a statement showing any quotation used by that Administrative Agent in
determining any interest rate applicable to Loans pursuant to this Agreement;
provided that Administrative Agent shall not be required to provide any
such quotation for periods earlier than thirty (30) days prior to such request.

2.3

Fees.

A. Commitment Fees. Borrower agrees to pay to Administrative
Agent, for distribution to each Lender in proportion to that Lender153s Pro Rata
Share, commitment fees for the period from and including the Closing Date to and
excluding the Commitment Termination Date equal to the actual daily amount of
the unused Commitments multiplied by the Commitment Fee Percentage, as in
effect from time to time. All such commitment fees described in this subsection
2.3A are to be calculated on the basis of a 360-day year and the actual number
of days elapsed and to be payable quarterly in arrears on each Quarterly Payment
Date, commencing on the first such date to occur after the Closing Date, and on
the Commitment Termination Date.

B. Other Fees. Borrower agrees to pay such other fees in the
amounts and at the times as may be separately agreed upon by Borrower in
connection with this Agreement.

		26		SAFEWAY TERM CREDIT AGREEMENT

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2.4	Repayments; Prepayments and Reductions in Commitments; General Provisions Regarding Payments.

A. Scheduled Repayments of Loans. Borrower shall make
principal payments on the Loans in installments on the dates and in the amounts
set forth below:

Date		Scheduled Repayment
June 30, 2013		5.5% of the Total Loan Amount
December 31, 2013		5.5% of the Total Loan Amount
June 30, 2014		5.5% of the Total Loan Amount
December 31, 2014		5.5% of the Total Loan Amount
Maturity Date		The balance of the Total Loan Amount

; provided that the scheduled installments of principal of the Loans
set forth above shall be reduced in connection with any prepayments of the Loans
in accordance with subsection 2.4B(iii); and provided, further
that the Loans and all other amounts owed hereunder with respect to the Loans
shall be paid in full no later than the Maturity Date, and the final installment
payable by Borrower in respect of the Loans on such date shall be in an amount,
if such amount is different from that specified above, sufficient to repay all
amounts owing by Borrower under this Agreement with respect to the Loans,
together with all accrued and unpaid interest and fees.

B. Prepayments and Reductions/Terminations of Commitments.

(i) Voluntary Prepayments. Borrower may upon not less than one (1)
Business Day153s prior written or telephonic notice, in the case of Base Rate
Loans, and three (3) Business Days153 prior written or telephonic notice, in the
case of Eurodollar Rate Loans, in each case given to Administrative Agent by
12:00 noon (New York time) on the date required and, if given by telephone,
promptly confirmed in writing to Administrative Agent (which original written or
telephonic notice Administrative Agent will promptly transmit by fax or
telephone to each Lender), at any time and from time to time prepay any Loans on
any Business Day in whole or in part in an aggregate minimum amount of (a)
$25,000,000 and integral multiples of $10,000,000 in excess of that amount;
provided, however, that a Eurodollar Rate Loan may only be prepaid
prior to the expiration of the Interest Period applicable thereto upon
Borrower153s payment of any amounts that may, as a result of such prepayment, be
due and payable to Lenders pursuant to subsection 2.6D. Any prepayment notice in
connection with the termination of this Agreement may state that such notice is
conditional upon the occurrence or non-occurrence of any event specified therein
(including the effectiveness of other credit

		27		SAFEWAY TERM CREDIT AGREEMENT

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facilities), in which case such notice may be revoked by Borrower (by written
notice to Administrative Agent on or prior to the specified effective date) if
such condition is not satisfied. Notice of prepayment having been given and not
revoked pursuant to the foregoing sentence, the principal amount of the Loans
specified in such notice shall become due and payable on the prepayment date
specified therein. Any such voluntary prepayment shall be applied as specified
in subsection 2.4B(iii).

(ii) Voluntary Reductions of Commitments. Borrower may, upon not less
than three (3) Business Days153 prior written or telephonic notice confirmed in
writing to Administrative Agent (which original written or telephonic notice
Administrative Agent will promptly transmit by fax or telephone to each Lender),
at any time and from time to time terminate in whole or permanently reduce in
part, without premium or penalty, the Commitments in an amount up to the amount
by which the Commitments exceed the aggregate principal amount of all
outstanding Loans at the time of such proposed termination or reduction;
provided that any such partial reduction of the Commitments shall be in
an aggregate minimum amount of $25,000,000 and integral multiples of $10,000,000
in excess of that amount. Borrower153s notice to Administrative Agent shall
designate the date (which shall be a Business Day) of such termination or
reduction and the amount of any partial reduction, and such termination or
reduction of the Commitments shall be effective on the date specified in
Borrower153s notice and shall reduce the Commitment of each Lender proportionately
to its Pro Rata Share.

(iii) Application of Prepayments to Base Rate Loans and Eurodollar Rate
Loans. Any prepayment by Borrower of Loans shall be applied first to
Base Rate Loans of Borrower to the full extent thereof and second to
Eurodollar Rate Loans of Borrower, in each case in a manner which minimizes the
amount of any payments required to be made by Borrower pursuant to subsection
2.6D. Any prepayments of the Loans shall be applied as specified in writing to
Administrative Agent by the Borrower or, if not so specified, such prepayments
shall be applied to reduce the scheduled installments of principal of the Loans
set forth in subsection 2.4A pro rata.

(iv) Prepayments to Remove a Lender. In the event Borrower is entitled
to replace a non-consenting Lender pursuant to subsection 10.6B, Borrower shall
have the right, upon five (5) Business Days153 prior written notice to
Administrative Agent (which notice Administrative Agent shall promptly transmit
to each of the Lenders), to prepay all Loans, together with accrued and unpaid
interest, fees and other amounts owing to such Lender in accordance with
subsection 10.6B so long as (1) all Commitments of such Lender are terminated
concurrently with such prepayment pursuant to subsection 2.4B(v) (at which time
Schedule 2.1 shall be deemed modified to reflect the changed
Commitments), and (2) the consents required by subsection 10.6B in connection
with the prepayment pursuant to this subsection 2.4B(iv) shall have been
obtained, and at such time, such Lender shall no longer constitute a “Lender”
for purposes of this Agreement, except with respect to indemnifications under
this Agreement (including, without limitation, subsections 2.6D, 10.2 and 10.3),
which shall survive as to such Lender.

		28		SAFEWAY TERM CREDIT AGREEMENT

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(v) Reductions of Commitments to Remove a Lender. In the event
Borrower is entitled to replace a non-consenting Lender pursuant to subsection
10.6B, Borrower shall have the right, upon five (5) Business Days153 prior written
notice to Administrative Agent (which notice Administrative Agent shall promptly
transmit to each of the Lenders), to terminate the entire Commitment of such
Lender, so long as (1) all Loans, together with accrued and unpaid interest,
fees and other amounts owing to such Lender are repaid, including without
limitation amounts owing to such Lender pursuant to subsection 2.6D, pursuant to
subsection 2.4B(iv) concurrently with the effectiveness of such termination (at
which time Schedule 2.1 shall be deemed modified to reflect the changed
Commitments) and (2) the consents required by subsection 10.6B in connection
with the prepayment pursuant to subsection 2.4B(iv) shall have been obtained,
and at such time, such Lender shall no longer constitute a “Lender” for purposes
of this Agreement, except with respect to indemnifications under this Agreement
(including, without limitation, subsections 2.6D, 10.2 and 10.3), which shall
survive as to such Lender.

(vi) Terminations of Commitments. Unless previously terminated, (i)
the Commitments shall terminate on the Commitment Termination Date and (ii) the
Commitments shall be reduced upon the making of each Loan by an amount equal to
the amount of such Loan.

C. General Provisions Regarding Payments.

(i) Manner and Time of Payment. All payments by Borrower of principal,
interest, fees and other Obligations hereunder and under the Notes issued by
Borrower shall be made in Dollars in same day funds, without defense, setoff or
counterclaim, free of any restriction or condition, and delivered to
Administrative Agent not later than 12:00 noon (New York time) on the due date
at the Funding and Payment Office. Funds received by Administrative Agent after
that time on such due date shall be deemed to have been paid by Borrower on the
next succeeding Business Day. Borrower hereby authorizes Administrative Agent to
charge its accounts with Administrative Agent in order to cause timely payment
to be made to Administrative Agent of all principal, interest, fees and expenses
due hereunder (subject to sufficient funds being available in its accounts for
that purpose). Administrative Agent shall give Borrower notice of any such
charge as soon as practicable, whether before or after making such charge.

(ii) Application of Payments to Principal and Interest. All payments
in respect of the principal amount of any Loan shall include payment of accrued
interest on the principal amount being repaid or prepaid, and all such payments
shall be applied to the payment of interest before application to principal.

(iii) Apportionment of Payments. Aggregate principal and interest
payments shall be apportioned among all outstanding Loans to which such payments
relate, in each case proportionately to Lenders153 respective Pro Rata Shares of
such Loans. Administrative Agent shall promptly distribute to each Lender, at
its primary address set forth below its name on the appropriate signature page
hereof or at such other address as

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such Lender may request, its Pro Rata Share of all payments received by
Administrative Agent in respect of Loans. Additionally, Administrative Agent
shall distribute to each Lender, at its primary address set forth below its name
on the appropriate signature page hereof or at such other address as such Lender
may request, its Pro Rata Share of the commitment fees when received by
Administrative Agent pursuant to subsection 2.3.

Notwithstanding the foregoing provisions of this subsection 2.4C(iii), if,
pursuant to the provisions of subsection 2.6C, any Notice of
Conversion/Continuation is withdrawn as to any Affected Lender or if any
Affected Lender makes Base Rate Loans in lieu of its Pro Rata Share of any
Eurodollar Rate Loans, Administrative Agent shall give effect thereto in
apportioning payments received thereafter.

(iv) Payments on Business Days. Whenever any payment to be made
hereunder shall be stated to be due on a day that is not a Business Day, such
payment shall be made on the next succeeding Business Day and such extension of
time shall be included in the computation of the payment of interest hereunder
or of the commitment fees hereunder, as the case may be.

(v) Notation of Payment. Each Lender agrees that before disposing of
any Note held by it, or any part thereof (other than by granting participations
therein), that Lender will make a notation thereon of all Loans evidenced by
that Note and all principal payments previously made thereon and of the date to
which interest thereon has been paid; provided that the failure to make
(or any error in the making of) a notation of any Loan made under such Note
shall not limit or otherwise affect the obligations of Borrower hereunder or
under such Note with respect to any Loan or any payments of principal or
interest on such Note.

2.5	Use of Proceeds.

A. Loans. Proceeds of the Loans shall be applied by Borrower
for general corporate purposes, including, without limitation, to fund
Borrower153s stock repurchase program, to repay or refinance bank loans,
commercial paper and other borrowings, and for working capital, capital
expenditures and acquisitions.

B. Margin Regulations. No portion of the proceeds of any
borrowing under this Agreement shall be used by Borrower or any of its
Subsidiaries in any manner that might cause the borrowing or the application of
such proceeds to violate Regulation U, Regulation T or Regulation X of the Board
of Governors of the Federal Reserve System or any other regulation of such Board
or to violate the Exchange Act, in each case as in effect on the date or dates
of such borrowing and such use of proceeds.

2.6	Special Provisions Governing Eurodollar Rate Loans.

Notwithstanding any other provision of this Agreement to the contrary, the
following provisions shall govern with respect to Eurodollar Rate Loans as to
the matters covered:

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A. Determination of Applicable Interest Rate. On or around
11:00 a.m. (New York time) on each Interest Rate Determination Date,
Administrative Agent shall determine in accordance with the definition of
“Adjusted Eurodollar Rate” (which determination shall, absent manifest or
demonstrable error, be final, conclusive and binding upon all parties) the
interest rate that shall apply to the Eurodollar Rate Loans for which an
interest rate is then being determined for the applicable Interest Period and
shall promptly give notice thereof (in writing or by telephone confirmed in
writing) to Borrower requesting such Eurodollar Rate Loans and the Lenders
having commitments hereunder to fund such Eurodollar Rate Loans.

B. Inability to Determine Applicable Interest Rate. In the
event that Administrative Agent shall have determined (which determination shall
be final and conclusive and binding upon all parties hereto), on any Interest
Rate Determination Date with respect to any Eurodollar Rate Loans, that by
reason of circumstances affecting the London interbank Eurodollar market
adequate and fair means do not exist for ascertaining the interest rate
applicable to such Loans on the basis provided for in the definition of Adjusted
Eurodollar Rate, as applicable, Administrative Agent shall on such date give
notice (by fax or by telephone confirmed in writing) to Borrower and each Lender
of such determination, whereupon (i) no Loans may be made as, or converted to,
Eurodollar Rate Loans until such time as Administrative Agent notifies Borrower
and Lenders that the circumstances giving rise to such notice no longer exist
and (ii) any Notice of Borrowing or Notice of Conversion/Continuation given by
Borrower with respect to the Loans in respect of which such determination was
made shall be deemed to be rescinded by Borrower.

C. Illegality or Impracticability of Eurodollar Rate Loans.
In the event that on any date any Lender shall have determined (which
determination shall be final and conclusive and binding upon all parties hereto
but shall be made only after consultation with Borrower and Administrative
Agent) that the making, maintaining or continuation of its Eurodollar Rate Loans
(i) has become unlawful as a result of compliance by such Lender in good faith
with any law, treaty, governmental rule, regulation, guideline or order (or
would conflict with any such treaty, governmental rule, regulation, guideline or
order not having the force of law even though the failure to comply therewith
would not be unlawful) or (ii) has become impracticable, or would cause such
Lender material hardship, as a result of contingencies occurring after the date
of this Agreement which materially and adversely affect the interbank Eurodollar
market or the position of such Lender in that market, then, and in any such
event, such Lender shall be an “Affected Lender” and it shall
on that day give notice (by fax or by telephone confirmed in writing) to
Borrower and Administrative Agent of such determination (which notice
Administrative Agent shall promptly transmit to each other Lender). Thereafter
(a) the obligation of the Affected Lender to make Loans as, or to convert Loans
to, Eurodollar Rate Loans shall be suspended until such notice shall be
withdrawn by the Affected Lender, (b) to the extent such determination by the
Affected Lender relates to a Eurodollar Rate Loan then being requested by
Borrower pursuant to a Notice of Borrowing or a Notice of
Conversion/Continuation, the Affected Lender shall make such Loan as (or convert
such Loan to, as the case may be) a Base Rate Loan bearing interest at the Base
Rate, (c) the Affected Lender153s obligation to maintain its outstanding
Eurodollar Rate Loans (the “Affected Loans“), shall be
terminated at the earlier to occur of the expiration of the Interest Period then
in effect with respect to the Affected Loans or when required by law, and (d)
the Affected Loans shall automatically convert into Base Rate Loans

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bearing interest at the Base Rate on the date of such termination.
Notwithstanding the foregoing, to the extent a determination by an Affected
Lender as described above relates to a Eurodollar Rate Loan then being requested
by Borrower pursuant to a Notice of Borrowing or a Notice of
Conversion/Continuation, Borrower shall have the option, subject to the
provisions of subsection 2.6D, to rescind such Notice of Borrowing or Notice of
Conversion/Continuation as to all Lenders by giving notice (by fax or by
telephone confirmed in writing) to Administrative Agent of such rescission on
the date on which the Affected Lender gives notice of its determination as
described above (which notice of rescission Administrative Agent shall promptly
transmit to each other Lender). Except as provided in the immediately preceding
sentence, nothing in this subsection 2.6C shall affect the obligation of any
Lender other than an Affected Lender to make or maintain Loans as, or to convert
Loans to, Eurodollar Rate Loans in accordance with the terms of this Agreement.

D. Compensation For Breakage or Non-Commencement of Interest
Periods. Borrower shall compensate each Lender, upon written request by
that Lender (which request shall set forth the basis for requesting such
amounts), for all reasonable losses, expenses and liabilities (including,
without limitation, any interest paid by that Lender to lenders of funds
borrowed by it to make or carry its Eurodollar Rate Loans and any loss, expense
or liability sustained by that Lender in connection with the liquidation or
re-employment of such funds) which that Lender may sustain: (i) if for any
reason (other than a default by that Lender or Administrative Agent) a borrowing
of any Eurodollar Rate Loan does not occur on a date specified therefor in a
Notice of Borrowing or a telephonic request for borrowing, or a conversion to or
continuation of any Eurodollar Rate Loan does not occur on a date specified
therefor in a Notice of Conversion/Continuation or a telephonic request for
conversion or continuation, (ii) if any prepayment or other principal payment or
any conversion of any of its Eurodollar Rate Loans occurs on a date prior to the
last day of an Interest Period applicable to that Loan, (iii) if any prepayment
of any of its Eurodollar Rate Loans is not made on any date specified in a
notice of prepayment given by Borrower, or (iv) as a consequence of any other
default by Borrower in the repayment of its Eurodollar Rate Loans when required
by the terms of this Agreement.

E. Booking of Eurodollar Rate Loans. Any Lender may make,
carry or transfer Eurodollar Rate Loans at, to, or for the account of any of its
branch offices or the office of an Affiliate of that Lender.

F. Assumptions Concerning Funding of Eurodollar Rate Loans.
Calculation of all amounts payable to a Lender under this subsection 2.6 and
under subsection 3.1A shall be made as though that Lender had funded each of its
relevant Eurodollar Rate Loans through the purchase of a Eurodollar deposit
bearing interest at the rate obtained pursuant to the definition of Adjusted
Eurodollar Rate, in an amount equal to the amount of such Eurodollar Rate Loan
and having a maturity comparable to the relevant Interest Period and through the
transfer of such Eurodollar deposit from an offshore office of that Lender to an
office of that Lender in the United States of America; provided,
however, that each Lender may fund each of its Eurodollar Rate Loans in
any manner it sees fit and the foregoing assumptions shall be utilized only for
the purposes of calculating amounts payable under this subsection 2.6 and under
subsection 3.1A.

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G. Eurodollar Rate Loans After Default. After the occurrence
of and during the continuation of an Event of Default, (i) Borrower may not
elect to have a Loan be made or maintained as, or converted to, a Eurodollar
Rate Loan after the expiration of any Interest Period then in effect for that
Loan and (ii) subject to the provisions of subsection 2.6D, any Notice of
Borrowing or Notice of Conversion/Continuation given by Borrower with respect to
a requested borrowing or conversion/continuation that has not yet occurred shall
be deemed to be rescinded by Borrower.

2.7	Defaulting Lenders.

A. Defaulting Lender Adjustments. Notwithstanding
anything to the contrary contained in this Agreement, if any Lender becomes a
Defaulting Lender, then, until such time as such Lender is no longer a
Defaulting Lender, to the extent permitted by applicable law:

(i) Waivers and Amendments. Such Defaulting Lender153s right to approve
or disapprove any amendment, waiver or consent with respect to this Agreement
shall be restricted as set forth in subsection 10.6 and the definition of
“Requisite Lenders.”

(ii) Defaulting Lender Waterfall. Any payment of principal, interest,
fees or other amounts received under this Agreement by Administrative Agent for
the account of such Defaulting Lender (whether voluntary or mandatory, at
maturity, pursuant to Section 8 or otherwise) or received by Administrative
Agent from a Defaulting Lender pursuant to subsection 10.4 shall be applied at
such time or times as may be determined by Administrative Agent as follows:
first, to the payment of any amounts owing by such Defaulting Lender to
Administrative Agent hereunder; second, Borrower may request (so long
as no Event of Default or Potential Event of Default exists), to the funding of
any Loan in respect of which such Defaulting Lender has failed to fund its
portion thereof as required by this Agreement, as determined by Administrative
Agent; third, if so determined by Administrative Agent and Borrower, to
be held in a deposit account and released in order to satisfy such Defaulting
Lender153s potential future funding obligations with respect to Loans under this
Agreement; fourth, to the payment of any amounts owing to the Lenders
as a result of any judgment of a court of competent jurisdiction obtained by any
Lender against such Defaulting Lender as a result of such Defaulting Lender153s
breach of its obligations under this Agreement; fifth, so long as no
Event of Default or Potential Event of Default exists, to the payment of any
amounts owing to Borrower as a result of any judgment of a court of competent
jurisdiction obtained by Borrower against such Defaulting Lender as a result of
such Defaulting Lender153s breach of its obligations under this Agreement; and
sixth, to such Defaulting Lender or as otherwise directed by a court of
competent jurisdiction; provided that if (x) such payment is a payment of
the principal amount of any Loans in respect of which such Defaulting Lender has
not fully funded its appropriate share, and (y) such Loans were made at a time
when the conditions set forth in subsection 4.2 were satisfied or waived, such
payment shall be applied solely to pay the Loans of all Non-Defaulting Lenders
on a pro rata basis prior to being applied to the payment of any Loans of such
Defaulting Lender until such time as all Loans are held by the Lenders pro rata
in accordance with the Commitments. Any payments, prepayments or other amounts
paid or payable to a Defaulting Lender that

		33		SAFEWAY TERM CREDIT AGREEMENT

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are applied (or held) to pay amounts owed by a Defaulting Lender shall be
deemed paid to and redirected by such Defaulting Lender, and each Lender
irrevocably consents hereto.

(iii) Certain Fees. No Defaulting Lender shall be entitled to receive
a commitment fee for any period during which that Lender is a Defaulting Lender.

B. Defaulting Lender Cure. If Borrower and
Administrative Agent agree in writing that a Lender is no longer a Defaulting
Lender, Administrative Agent will so notify the parties hereto, whereupon as of
the effective date specified in such notice and subject to any conditions set
forth therein, that Lender will, to the extent applicable, purchase at par that
portion of outstanding Loans of the other Lenders or take such other actions as
Administrative Agent may determine to be necessary to cause the Loans to be held
by the Lenders in accordance with their Pro Rata Share, whereupon such Lender
will cease to be a Defaulting Lender; provided that no adjustments will
be made retroactively with respect to fees accrued or payments made by or on
behalf of Borrower while that Lender was a Defaulting Lender; and
provided, further, that except to the extent otherwise expressly
agreed by the affected parties, no change hereunder from Defaulting Lender to
Lender will constitute a waiver or release of any claim of any party hereunder
arising from that Lender153s having been a Defaulting Lender.

Section 3. INCREASED COSTS, TAXES, CAPITAL ADEQUACY, AND MITIGATION

3.1	Increased Costs; Taxes; Capital Adequacy.

A. Compensation for Increased Costs and Taxes. Subject to
the provisions of subsection 3.1B, in the event that any Lender shall determine
(which determination shall, absent manifest or demonstrable error, be final and
conclusive and binding upon all parties hereto) that any Change in Law:

(i) subjects such Lender (or its applicable lending office) to any Tax with
respect to this Agreement or any of its obligations hereunder (including,
without limitation, its obligation to make Loans), changes the basis of taxation
applicable to any payments to such Lender (or its applicable lending office) or
in respect thereof (except for Indemnified Taxes or Other Taxes covered by
subsection 3.1B and the imposition of, or any change in the rate of, any
Excluded Tax payable by such Lender);

(ii) imposes, modifies or holds applicable any reserve (including without
limitation any marginal, emergency, supplemental, special or other reserve),
special deposit, compulsory loan, FDIC insurance or similar requirement
(excluding any such reserve or other requirements that are reflected in the
definition of Adjusted Eurodollar Rate with respect to Eurodollar Rate Loans)
against assets held by, or deposits or other liabilities in or for the account
of, or advances or loans by, or other credit extended by, or any other
acquisition of funds by, any office of such Lender (including, without
limitation, the Commitments or Loans of such Lender); or

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(iii) imposes any other condition (other than with respect to a Tax matter)
on or affecting such Lender (or its applicable lending office) or its
obligations hereunder, its Loans or the interbank Eurodollar market;

and the result of any of the foregoing is (1) to increase the cost to such
Lender of agreeing to make, making or maintaining Loans hereunder, or (2) to
reduce any amount received or receivable by such Lender (or its applicable
lending office) with respect to its Loans; then, in any such case, Borrower
shall promptly pay to such Lender, upon receipt of the statement referred to in
the next sentence, such additional amount or amounts (in the form of an
increased rate of, or a different method of calculating, interest or otherwise
as such Lender in its sole discretion shall determine) as may be necessary to
compensate such Lender for any such increased cost or reduction in amounts
received or receivable hereunder; provided that such Lender shall not be
entitled to avail itself of the benefits of this subsection 3.1A to the extent
that any such increased cost or reduction was incurred more than six months
prior to the time it gives notice to Borrower unless such circumstances arose or
became applicable retrospectively, in which case no time limit shall apply
(provided such Lender has notified Borrower within six months from the date such
circumstance arose or became applicable). Such Lender shall deliver to Borrower
(with a copy to Administrative Agent) a written statement, setting forth in
reasonable detail the basis for calculating the additional amounts owed to such
Lender under this subsection 3.1A, which statement shall be conclusive and
binding upon all parties hereto absent manifest or demonstrable error.

B. Taxes.

(i) Except as otherwise required by law, all payments by or on account of an
obligation of Borrower to any Lender or Administrative Agent under this
Agreement and the other Loan Documents shall be made free and clear of and
without reduction or withholding for any Indemnified Taxes or Other Taxes. If
Borrower or any other Person is required by applicable law to deduct any Taxes
(including any Other Taxes) from any such payment, then (a) in the case of
Indemnified Taxes or Other Taxes, the sum payable shall be increased as
necessary so that after making all required deductions (including deductions
applicable to additional sums payable under this Section) Administrative Agent
or Lender, as the case may be, receives an amount equal to the sum it would have
received had no deductions of Indemnified Taxes or Other Taxes been made, (b)
Borrower or other Person shall make all such deductions, (c) Borrower or other
Person shall timely pay the full amount deducted to the relevant Governmental
Authority in accordance with applicable law, and (d) within 30 days after such
payment, Borrower shall deliver to Administrative Agent evidence reasonably
satisfactory to the other affected parties of such payment and of the remittance
thereof to the relevant Governmental Authority.

(ii) In the event Borrower is required to pay any amount under clauses (i)(b)
or (i)(c) above, Borrower may do so under protest and may contest the imposition
or amount of any Tax giving rise to such payment, and each Lender agrees, at
Borrower153s cost and expense, to cooperate with and assist Borrower in any
proceeding related to any such contest.

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(iii) Without limiting the provisions of paragraph (i) above, Borrower shall
timely pay any Other Taxes to the relevant Governmental Authority in accordance
with applicable law.

(iv) Borrower shall indemnify Administrative Agent and each Lender, within
ten (10) days after demand therefor, for the full amount of any Indemnified
Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or
asserted on or attributable to amounts payable under this subsection 3.1B) paid
by Administrative Agent or such Lender, as the case may be, and any penalties,
interest and reasonable expenses arising therefrom or with respect thereto,
whether or not such Indemnified Taxes or Other Taxes were correctly or legally
imposed or asserted by the relevant Governmental Authority; provided
that Borrower shall not have any obligation to any Lender or Administrative
Agent pursuant to this subsection 3.1B with respect to any penalties, interest
and other liabilities attributable to any Indemnified Taxes or Other Taxes to
the extent such amounts arise solely from the gross negligence, willful
misconduct or material breach of the obligations under the Agreement and other
Loan Documents, of that Lender or Administrative Agent as determined by a final
judgment of a court of competent jurisdiction. A certificate as to the amount of
such payment or liability delivered to Borrower by a Lender (with a copy to
Administrative Agent), or by Administrative Agent on its own behalf or on behalf
of a Lender, shall be conclusive absent manifest error.

(v) Status of Lenders. Unless not legally entitled to do so:

(a) any Lender that is entitled to an exemption from or reduction of
withholding tax under the law of the jurisdiction in which Borrower is resident
for tax purposes, or any treaty to which such jurisdiction is a party, with
respect to payments hereunder or under any other Loan Document shall deliver to
Borrower (with a copy to Administrative Agent), on or prior to the date on which
such Lender becomes a Lender under this Agreement (including pursuant to an
assignment) and thereafter at the time or times prescribed by applicable law or
reasonably requested by Borrower or Administrative Agent, such properly
completed and executed documentation prescribed by applicable law as will permit
such payments to be made without withholding or at a reduced rate of
withholding; provided, however, that in such Lender153s reasonable judgment
such completion, execution or submission would not have material adverse legal,
economic or regulatory consequences to such Lender. In addition, any Lender, if
requested by Borrower or Administrative Agent, shall deliver such other
documentation prescribed by applicable law or reasonably requested by Borrower
or Administrative Agent as will enable Borrower or Administrative Agent to
determine whether or not such Lender is subject to backup withholding or
information reporting requirements; provided, however, that in such
Lender153s reasonable judgment such completion, execution or submission would not
have material adverse legal, economic or regulatory consequences to such Lender;

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(b) without limiting the generality of the foregoing, with respect to
payments due hereunder or under any of the Loan Documents by Borrower, each
Lender shall deliver to Borrower and Administrative Agent (in such number of
copies as shall be requested by the recipient) on or prior to the date on which
such Lender becomes a Lender under this Agreement (and from time to time
thereafter upon the request of Borrower or Administrative Agent, but only if
such Lender is legally entitled to do so), whichever of the following is
applicable:

(1) two (2) properly completed and duly executed copies of Internal Revenue
Service Form W-8BEN (or any successor form) claiming eligibility for benefits of
an income tax treaty to which the United States of America is a party,

(2) two (2) properly completed and duly executed copies of Internal Revenue
Service Form W-8ECI (or any successor form),

(3) in the case of a Lender claiming the benefits of the exemption for
portfolio interest under section 881(c) of the Code, (x) a certificate to the
effect that such Lender is not (A) a “bank” within the meaning of section
881(c)(3)(A) of the Code, (B) a “10 percent shareholder” of Borrower within the
meaning of section 881(c)(3)(B) of the Code, or (C) a “controlled foreign
corporation” described in section 881(c)(3)(C) of the Code and (y) two (2)
properly completed and duly executed copies of Internal Revenue Service Form
W-8BEN (or any successor form),

(4) if required to establish an exemption from United States backup
withholding tax, two (2) properly completed and duly executed copies of Internal
Revenue Service Form W-9 (or any successor form);

(c) without limiting the generality of the foregoing, with respect to
payments due hereunder or under any of the Loan Documents by Borrower, any
Lender that has provided forms pursuant to clauses (1) through (3) of subsection
3.1B(v)(b) and that does not act or ceases to act for its own account with
respect to any portion of any sums paid or payable to such Lender under any of
the Loan Documents (for example, in the case of a typical participation by such
Lender) shall deliver to Borrower and Administrative Agent (in such number of
copies as shall be requested by the recipient), on or prior to the date such
Lender becomes a Lender, or on such later date when such Lender ceases to act
for its own account with respect to any portion of any such sums paid or
payable, and from time to time thereafter, as may be necessary in the
determination of Borrower or Administrative Agent (each in the reasonable
exercise of its discretion), duly executed and properly completed copies of the
forms and statements required to be provided by such Lender under clauses (1)
through (3) of subsection 3.1B(v)(b), to establish the portion of any such sums
paid or payable with respect to which such Lender acts for its own account and
may be entitled to an exemption from or a reduction of the applicable Tax;

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(d) with respect to payments due hereunder or under any of the Loan Documents
by Borrower, each Lender shall deliver to Borrower and Administrative Agent (in
such number of copies as shall be requested by the recipient) on or prior to the
date on which such Lender becomes a Lender under this Agreement (and from time
to time thereafter upon the request of Borrower or Administrative Agent, but
only if such Lender is legally entitled to do so), any other form prescribed by
applicable law as a basis for claiming exemption from or a reduction in
withholding or backup withholding Tax properly completed and duly executed
together with such supplementary documentation as may be prescribed by
applicable law to permit Borrower to determine the withholding or deduction
required to be made; and

(e) each non-U.S. Lender shall deliver to Borrower and Administrative Agent
at the time or times prescribed by law and at such time or times reasonably
requested by Borrower or Administrative Agent such documentation prescribed by
applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code)
and such additional documentation reasonably requested by Borrower or
Administrative Agent as may be necessary for Borrower and Administrative Agent
to comply with their obligations under FATCA and to determine that such Lender
has complied with such Lender153s obligations under FATCA or to determine the
amount to deduct and withhold from such payment.

(vi) Each Lender shall severally indemnify Administrative Agent, within 10
days after demand therefor, for any Taxes attributable to such Lender that are
payable or paid by Administrative Agent in connection with any Loan Document,
and any reasonable expenses arising therefrom or with respect thereto, whether
or not such Taxes were correctly or legally imposed or asserted by the relevant
Governmental Authority. A certificate as to the nature and amount of such
payment or liability delivered to any Lender by Administrative Agent shall be
conclusive absent manifest error. Each Lender hereby authorizes Administrative
Agent to set off and apply any and all amounts at any time owing to such Lender,
as the case may be, under this Agreement or any other Loan Document against any
amount due to Administrative Agent under this subsection 3.1B(vi). The
agreements in this subsection 3.1B(vi) shall survive the resignation and/or
replacement of Administrative Agent, any assignment of rights by, or the
replacement of, a Lender, the termination of the Commitments and the repayment,
satisfaction or discharge of all other Obligations.

(vii) Treatment of Certain Refunds. If Administrative Agent or a Lender
determines, in its sole discretion, that it has received a refund of any
Indemnified Taxes or Other Taxes as to which it has been indemnified by Borrower
or with respect to which Borrower has paid additional amounts pursuant to this
Section, it shall pay to Borrower an amount equal to such refund (but only to
the extent of indemnity payments made, or additional amounts paid, by Borrower
under this Section with respect to the Taxes or

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Other Taxes giving rise to such refund), net of all out-of-pocket expenses of
Administrative Agent or such Lender, and without interest (other than any
interest paid by the relevant Governmental Authority with respect to such
refund), provided that Borrower, upon the request of Administrative Agent or
such Lender, agrees to repay the amount paid over to Borrower (plus any
penalties, interest or other charges imposed by the relevant Governmental
Authority) to Administrative Agent or such Lender in the event Administrative
Agent or such Lender is required to repay such refund to such Governmental
Authority. This paragraph shall not be construed to require Administrative Agent
or any Lender to make available its tax returns (or any other information that
it deems confidential) to Borrower or any other Person.

C. Capital Adequacy Adjustment. If any Lender shall have
determined that the adoption, effectiveness, phase-in or applicability after the
date hereof of any law, rule or regulation (or any provision thereof) regarding
capital adequacy (excluding those published as of the Closing Date but scheduled
to take effect thereafter), or any change therein or in the interpretation or
administration thereof by any governmental authority, central bank or comparable
agency charged with the interpretation or administration thereof, or compliance
by any Lender or any corporation controlling such Lender (or its applicable
lending office) with any guideline, request or directive regarding capital
adequacy (whether or not having the force of law) of any such governmental
authority, central bank or comparable agency, has or would have the effect of
reducing the rate of return on the capital of such Lender or such controlling
corporation as a consequence of, or with reference to, such Lender153s Loans,
Commitment or other obligations hereunder with respect to the Loans, in the case
of any Lender, to a level below that which such Lender or such controlling
corporation could have achieved but for such adoption, effectiveness, phase-in,
applicability, change or compliance (taking into consideration the policies of
such Lender or such controlling corporation with regard to capital adequacy),
then from time to time, within 15 Business Days after receipt by Borrower from
such Lender of the statement referred to in the next sentence, Borrower shall
pay to such Lender such additional amount or amounts as will compensate such
Lender or such controlling corporation on an after-tax basis for such reduction;
provided no Lender shall be entitled to avail itself of the benefit of
this subsection 3.1C to the extent that any such reduction in return was
incurred more than six months prior to the time it first makes a demand
therefor, unless the circumstance giving rise to such reduced return arose or
became applicable retrospectively, in which case no time limit shall apply
(provided that such Lender has notified Borrower within six months from the date
such circumstances arose or became applicable). Each Lender, upon determining in
good faith that any additional amounts will be payable pursuant to this
subsection 3.1C, will give prompt written notice thereof to Borrower, which
notice shall set forth in reasonable detail the basis of the calculation of such
additional amounts, which statement shall be conclusive and binding upon all
parties hereto absent manifest or demonstrable error.

3.2	Obligation of Lenders to Mitigate.

Each Lender agrees that, as promptly as practicable after the officer of such
Lender responsible for administering the Loans becomes aware of the occurrence
of an event or the existence of a condition that would cause such Lender to
become an Affected Lender or that would entitle such Lender to receive payments
under subsection 3.1 it will, to the extent not

		39		SAFEWAY TERM CREDIT AGREEMENT

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inconsistent with the internal policies of such Lender and any applicable
legal or regulatory restrictions, use reasonable efforts (i) to make, issue,
fund or maintain the Commitment of such Lender or the affected Loans of such
Lender through another lending office of such Lender, or (ii) take such other
measures as such Lender may deem reasonable, if as a result thereof the
circumstances which would cause such Lender to be an Affected Lender would cease
to exist or the additional amounts which would otherwise be required to be paid
to such Lender pursuant to subsection 3.1 would be materially reduced and if, as
determined by such Lender in its sole discretion, the making, issuing, funding
or maintaining of such Commitment or Loans through such other lending office or
in accordance with such other measures, as the case may be, would not otherwise
materially adversely affect such Commitment or Loans or the interests of such
Lender; provided that such Lender will not be obligated to utilize such
other lending office pursuant to this subsection 3.2 unless Borrower agrees to
pay all reasonable expenses incurred by such Lender as a result of utilizing
such other lending office as described in clause (i) above. A certificate as to
the amount of any such expenses payable by Borrower pursuant to this subsection
3.2 (setting forth in reasonable detail the basis for requesting such amount)
submitted by such Lender to Borrower (with a copy to Administrative Agent) shall
be conclusive absent manifest or demonstrable error.

3.3	Replacement of Lenders.

In the event (i) Borrower is required under the provisions of subsection 2.6C
or 3.1 to make payments to any Lender, (ii) any Lender refuses to consent to a
proposed amendment, modification, waiver, discharge, consent or termination with
respect to this Agreement which has been approved by the Requisite Lenders as
provided in the first sentence of subsection 10.6A, or (iii) any Lender is a
Defaulting Lender, (x) Borrower may within 120 days after the date of any notice
or demand requiring such payment under subsection 2.6C or 3.1 is given and so
long as no Event of Default shall have occurred and be continuing, in the case
of clause (i) above, and (y) subject to subsection 10.6B, Borrower may at any
time, so long as no Event of Default shall have occurred and be continuing, in
the case of clause (ii) or (iii) above, elect to terminate such Lender as a
party (or parties) to this Agreement; provided that, concurrently with
such termination, (i) Borrower shall pay that Lender, without duplication, all
principal, interest and fees and other amounts (including, without limitation,
amounts, if any, owed under subsections 3.1 or 2.6D) owed to such Lender through
such date of termination, (ii) another Lender or Eligible Assignee shall agree,
as of such date, in accordance with the provisions of subsection 10.1, to become
a Lender for all purposes under this Agreement (whether by assignment or
amendment, if necessary) and to assume all obligations of the Lender to be
terminated as of such date and (iii) all documents and supporting materials
necessary, in the judgment of Administrative Agent to evidence the substitution
of such Lender shall have been received and approved by Administrative Agent as
of such date.

		40		SAFEWAY TERM CREDIT AGREEMENT

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Section 4. CONDITIONS TO LOANS

4.1	Conditions to Closing.

The obligations of Lenders to extend any credit hereunder on the Closing Date
are, in addition to the conditions precedent specified in subsection 4.2,
subject to prior or concurrent satisfaction of the following conditions:

A. Borrower Documents. On or before the Closing Date,
Borrower shall deliver or cause to be delivered to Lenders (or to Administrative
Agent for Lenders with sufficient copies, where appropriate, for each Lender)
the following, each, unless otherwise noted, dated the Closing Date:

(i) Certified copies of its Articles or Certificate of Incorporation,
together with a good standing certificate from the Secretary of State (or
comparable official) of its jurisdiction of incorporation, each dated a recent
date prior to the Closing Date;

(ii) Copies of its Bylaws, certified as of the Closing Date by its corporate
secretary or an assistant secretary;

(iii) Resolutions of its Board of Directors approving and authorizing the
execution, delivery and performance of this Agreement and the other Loan
Documents to which it is a party, certified as of the Closing Date by its
corporate secretary or an assistant secretary as being in full force and effect
without modification or amendment;

(iv) Signature and incumbency certificates of its officers executing this
Agreement and the other Loan Documents to which it is a party; and

(v) Executed copies of the Loan Documents to which such Person is a party.

B. Opinions of Borrower153s Counsel. On or before the Closing
Date, Borrower shall deliver or cause to be delivered to Lenders (or to
Administrative Agent for Lenders with sufficient copies for each Lender) (i)
executed copies of one or more favorable written opinions of Latham &
Watkins LLP, special counsel for Borrower, and Robert A. Gordon, Esq., Corporate
Secretary, Senior Vice President and General Counsel for Borrower, each in form
and substance reasonably satisfactory to Administrative Agent and its counsel,
dated as of the Closing Date and covering such matters as Administrative Agent
acting on behalf of Lenders may reasonably request and (ii) evidence
satisfactory to Administrative Agent that Borrower has requested such counsel to
deliver such opinions to Lenders.

C. Fees. Borrower shall have paid the fees payable on the
Closing Date referred to in subsection 2.3.

D. No Material Adverse Effect. Since January 1, 2011, no
event shall have occurred, and no condition shall have developed and persist,
that could, in the reasonable opinion of Requisite Lenders have a Material
Adverse Effect other than as disclosed to Lenders in Borrower153s public filings
with the SEC prior to the date hereof.

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E. Representations and Warranties. Borrower shall have
delivered to Administrative Agent an Officers153 Certificate, in form and
substance satisfactory to Administrative Agent, to the effect that the
representations and warranties of Borrower in Section 5 hereof are true, correct
and complete in all material respects on and as of the Closing Date to the same
extent as though made on and as of that date.

F. Debt Ratings. Borrower shall have provided evidence to
Administrative Agent that (i) its senior unsecured long-term debt ratings are
equal to or better than: (a) BBB- by S&P, (b) Baa3 by Moody153s and (c) BBB-
by Fitch, and (ii) such ratings are designated stable or better (taking into
account the Loans to be incurred hereunder and the issuance of any senior notes
by Borrower).

4.2	Conditions to All Loans.

The obligations of Lenders to make Loans on each Funding Date are subject to
the following further conditions precedent:

A. Administrative Agent shall have received before that
Funding Date, in accordance with the provisions of subsection 2.1B, an executed
Notice of Borrowing, in each case signed by any executive officer or vice
president of Borrower (each such person being an “Authorized
Officer“).

B. As of that Funding Date:

(i) The representations and warranties contained herein and in the other Loan
Documents shall be true, correct and complete in all material respects on and as
of that Funding Date to the same extent as though made on and as of that date,
except to the extent that such representations and warranties specifically
relate to an earlier date, in which case, such representations and warranties
shall be true, correct and complete in all material respects on and as of such
earlier date; and

(ii) No event shall have occurred and be continuing or would result from the
consummation of the borrowing contemplated by such Notice of Borrowing that
would constitute an Event of Default or a Potential Event of Default.

Section 5. BORROWER153S REPRESENTATIONS AND WARRANTIES

In order to induce Lenders to enter into this Agreement and to make the
Loans, Borrower represents and warrants to each Lender, on the date of this
Agreement and on each Funding Date, that the following statements are true,
correct and complete:

5.1	Organization, Powers, Qualification, Good Standing and Business.

A. Organization and Powers. Borrower is a corporation duly
incorporated, validly existing and in good standing under the laws of its
jurisdiction of incorporation. Borrower has all requisite corporate power and
authority to own and operate its properties, to carry on its business as now
conducted, to enter into each Loan Document and to carry out the transactions
contemplated hereby and thereby.

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B. Qualification and Good Standing. Borrower is qualified to
do business and in good standing in every jurisdiction where its assets are
located and wherever necessary to carry out its business and operations, except
in jurisdictions where the failure to be so qualified or in good standing has
not had and will not have a Material Adverse Effect.

5.2	Authorization of Borrowing, etc.

A. Authorization of Borrowing. The execution, delivery and
performance of each of the Loan Documents by Borrower have been duly authorized
by all necessary corporate action on the part of Borrower.

B. No Conflict. The execution, delivery and performance by
Borrower of the Loan Documents to which it is a party and the consummation of
the transactions contemplated by the Loan Documents do not and will not (i)
violate any provision of any material law or any material governmental rule or
regulation applicable to Borrower, its Certificate or Articles of Incorporation
or Bylaws or any order, judgment or decree of any court or other agency of
government binding on Borrower, (ii) conflict with, result in a material breach
of or constitute (with due notice or lapse of time or both) a default under any
Contractual Obligation of Borrower, (iii) result in or require the creation or
imposition of any Lien upon any of the properties or assets of Borrower, or (iv)
require any approval of stockholders or any approval or consent of any Person
under any Contractual Obligation of Borrower, except for such approvals or
consents which will be obtained on or before the Closing Date.

C. Governmental Consents. The execution, delivery and
performance by Borrower of the Loan Documents to which it is a party and the
consummation of the transactions contemplated by the Loan Documents do not and
will not require Borrower to make or obtain any registration with, consent or
approval of, or notice to, or other action to, with or by, any United States
Governmental Authority.

D. Binding Obligation. Each of the Loan Documents has been
duly executed and delivered by Borrower and is the legally valid and binding
obligation of Borrower, enforceable against Borrower in accordance with its
respective terms, except as may be limited by bankruptcy, insolvency,
reorganization, moratorium or similar laws relating to or limiting creditors153
rights generally or by equitable principles relating to enforceability.

5.3	Financial Condition.

The audited consolidated balance sheet of Borrower and its Subsidiaries as at
January 1, 2011 and the related consolidated statements of income, stockholders153
equity and cash flows of Borrower and its Subsidiaries for the Fiscal Year then
ended, in each case as presented in Borrower153s Annual Report on SEC Form 10-K
for its fiscal year ended on such date, were prepared in conformity with GAAP
and fairly present, in all material respects, the financial position (on a
consolidated basis) of the entities described in such financial statements as at
the respective dates thereof and the results of operations and cash flows (on a
consolidated basis) of the entities described therein for each of the periods
then ended.

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5.4	No Material Adverse Effect.

No event or change has occurred since January 1, 2011 that has caused or
evidences, either in any case or in the aggregate, a Material Adverse Effect
other than as disclosed to Lenders in Borrower153s public filings with the SEC
prior to the date hereof.

5.5	Litigation; Adverse Facts.

Except as set forth in Borrower153s Annual Report on SEC Form 10-K for its
fiscal year ended January 1, 2011 and Borrower153s 2010 Annual Report to
Stockholders or any SEC Form 10-Q or 8-K filed with the SEC prior to the Closing
Date, there are no actions, suits, proceedings, arbitrations or governmental
investigations (whether or not purportedly on behalf of Borrower or any of its
Subsidiaries) at law or in equity or before or by any Governmental Authority,
pending or, to the knowledge of Borrower, threatened against or affecting
Borrower or any of its Subsidiaries or any property of Borrower or any of its
Subsidiaries that, individually or in the aggregate, would reasonably be
expected to result in a Material Adverse Effect. Neither Borrower nor any of its
Subsidiaries is (i) in violation of any applicable laws that, individually or in
the aggregate, would reasonably be expected to result in a Material Adverse
Effect or (ii) subject to or in default with respect to any final judgments,
writs, injunctions, decrees, rules or regulations of any court or any other
Governmental Authority, that, individually or in the aggregate, would reasonably
be expected to result in a Material Adverse Effect.

5.6	Payment of Taxes.

Except to the extent permitted by subsection 6.3, all material tax returns
and reports of Borrower and its Subsidiaries required to be filed by any of them
have been timely filed, and all material taxes, assessments, fees and other
governmental charges upon Borrower and its Subsidiaries and upon their
respective properties, assets, income, businesses and franchises which are due
and payable have been paid when due and payable.

5.7	Governmental Regulation.

Neither Borrower nor any of its Subsidiaries is required to register as an
“investment company” under the Investment Company Act of 1940.

5.8	Securities Activities.

A. Neither Borrower nor any of its Subsidiaries is engaged
principally, or as one of its important activities, in the business of extending
credit for the purpose of purchasing or carrying any Margin Stock.

B. Following application of the proceeds of each Loan, not
more than 25% of the value of the assets (either of Borrower only or of Borrower
and its Subsidiaries on a consolidated basis) subject to the provisions of
subsection 7.1 or 7.3 or subject to any restriction contained in any agreement
or instrument between Borrower and any Lender or any Affiliate of any Lender,
relating to Indebtedness and within the scope of subsection 8.2, will be Margin
Stock.

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5.9	Employee Benefit Plans.

A. Borrower and each of its ERISA Affiliates are in
compliance in all respects with the terms of each Employee Benefit Plan and
Foreign Plan and all applicable provisions and requirements of ERISA and the
regulations thereunder with respect to each Employee Benefit Plan and applicable
foreign law with respect to each Foreign Plan, and have performed all of their
obligations under each Employee Benefit Plan, except to the extent that the
failure to so comply or perform would not individually or in the aggregate
reasonably be expected to result in a Material Adverse Effect.

B. No ERISA Event has occurred or is reasonably expected to
occur, except as individually or in the aggregate would not reasonably be
expected to result in a Material Adverse Effect.

C. The amount of any unfunded benefit liabilities for each
Pension Plan, determined as of the date of the most recent actuarial valuation
for such Pension Plan and based on the assumptions used in such actuarial
valuation for such Pension Plan, would not, individually or in the aggregate
with any unfunded benefit or withdrawal liabilities under any Foreign Plans or
Multiemployer Plans, reasonably be expected to result in a Material Adverse
Effect. The amount of any unfunded benefit liabilities for each Foreign Plan,
determined as of the date of the most recent actuarial valuation for such
Foreign Plan and based on the assumptions used in such actuarial valuation for
such Foreign Plan, would not, individually or in the aggregate with any unfunded
benefit or withdrawal liabilities under any Pension Plans or Multiemployer
Plans, reasonably be expected to result in a Material Adverse Effect.

D. Borrower and each of its Subsidiaries have made full
payment when due of all material contributions to any Foreign Plan required
under such Foreign Plan or under applicable foreign law, except as individually
or in the aggregate, would not reasonably be expected to result in a Material
Adverse Effect.

E. To the knowledge of Borrower, none of Borrower or any of
its ERISA Affiliates has any potential withdrawal liability to any Multiemployer
Plans, except as would not, individually or in the aggregate with any unfunded
benefit liabilities under any Pension Plans or Foreign Plans, reasonably be
expected to result in a Material Adverse Effect.

5.10	Disclosure.

The information heretofore furnished by Borrower and any of its Subsidiaries
for purposes of or in connection with any Loan Document or in any other
document, certificate or written statement furnished to Lenders by or on behalf
of Borrower or any of its Subsidiaries for use in connection with the
transactions contemplated by this Agreement, taken as a whole, does not contain
any untrue statement of a material fact or omit to state a material fact (known
to Borrower, in the case of any document not furnished by it) necessary in order
to make the statements contained herein or therein not misleading in light of
the circumstances in which the

		45		SAFEWAY TERM CREDIT AGREEMENT

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same were made, provided that with respect to any projections and pro
forma financial information contained in such materials, Borrower represents
only that such information is based upon good faith estimates and assumptions
believed by Borrower to be reasonable at the time made, it being recognized by
Lenders that such projections as to future events are not to be viewed as facts
and that actual results during the period or periods covered by any such
projections may differ from the projected results, and such differences may be
material. As of the Closing Date, there are no facts known to Borrower (other
than matters of a general economic nature) that, individually or in the
aggregate, would reasonably be expected to result in a Material Adverse Effect
and that have not been disclosed herein or in such other documents, certificates
and written statements furnished to Lenders for use in connection with the
transactions contemplated hereby.

5.11	Foreign Assets Control Regulations, etc.

Neither the making of any Loans, nor the use of the proceeds thereof will
violate the Trading with the Enemy Act, as amended, or any of the foreign assets
control regulations of the United States Treasury Department (31 CFR, Subtitle
B, Chapter V, as amended) or any enabling legislation or executive order
relating thereto. Without limiting the foregoing, neither Borrower nor any of
its Subsidiaries or Affiliates (a) is or will become a Person whose property or
interests in property are blocked pursuant to Section 1 of Executive Order 13224
of September 23, 2001 Blocking Property and Prohibiting Transactions With
Persons Who Commit, Threaten to Commit, or Support Terrorism (66 Fed. Reg. 49079
(2001)) or (b) engages or will engage in any dealings or transactions, or be
otherwise associated, with any such Person. Borrower and its Subsidiaries and
Affiliates are in compliance, in all material respects, with the Uniting And
Strengthening America By Providing Appropriate Tools Required To Intercept And
Obstruct Terrorism (USA Patriot Act of 2001).

Section 6. BORROWER153S AFFIRMATIVE COVENANTS

Borrower covenants and agrees that, so long as the Commitments hereunder
shall remain in effect or until payment in full of all of the Loans and other
Obligations, unless Requisite Lenders shall otherwise give prior written
consent, Borrower shall perform, and shall cause each of its Subsidiaries to
perform, all covenants in this Section 6.

6.1	Financial Statements and Other Reports.

Borrower shall maintain, and cause each of its Subsidiaries to maintain, a
system of accounting established and administered in accordance with sound
business practices to permit preparation of financial statements in conformity
with GAAP. Borrower shall deliver to Administrative Agent and Lenders:

(i) Quarterly Financials: As soon as available and in any event within
45 days after the close of each of the first three fiscal quarters in each
fiscal year of Borrower, to the extent prepared to comply with SEC requirements,
a copy of Borrower153s report on SEC Form 10-Q filed with the SEC for such fiscal
quarter, or, if no such Form 10-Q was filed by Borrower, the unaudited
consolidated condensed balance sheet of Borrower and its Subsidiaries as at the
end of such fiscal quarter, the related unaudited

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consolidated condensed statements of income of Borrower and its Subsidiaries
for such fiscal quarter and for the elapsed portion of the fiscal year ended as
of the end of such fiscal quarter and the related unaudited consolidated
condensed statement of cash flows of Borrower and its Subsidiaries for the
elapsed portion of the fiscal year ended as of the end of such fiscal quarter,
in each case setting forth the comparative consolidated figures for the
corresponding periods in the prior fiscal year of Borrower or, in the case of
such consolidated balance sheet, for the last day of the corresponding fiscal
quarter in the prior fiscal year of Borrower, all of which shall be certified by
the chief financial officer of Borrower as fairly presenting in all material
respects the consolidated financial condition of Borrower and its Subsidiaries
at the respective dates indicated and the results of their consolidated
operations and cash flows for each of the periods indicated, subject to changes
resulting from audit and normal year-end adjustments;

(ii) Year-End Financials: as soon as available and in any event within
90 days after the end of each Fiscal Year, to the extent prepared to comply with
SEC requirements, a copy of Borrower153s report on SEC Form 10-K filed with the
SEC for such fiscal year, or, if no such Form 10-K was filed by Borrower, the
consolidated balance sheet of Borrower and its Subsidiaries as at the end of
such fiscal year and the related consolidated statements of income,
stockholders153 equity and cash flows of Borrower and its Subsidiaries for such
Fiscal Year, in each case setting forth the comparative figures for the previous
Fiscal Year and certified by independent certified public accountants of
recognized national standing selected by Borrower and satisfactory to
Administrative Agent, whose opinion shall be unqualified as to the scope of
audit or as to the ability of Borrower and its Subsidiaries to continue as a
going concern and shall state that such consolidated financial statements fairly
present in all material respects the consolidated financial position of Borrower
and its Subsidiaries as at the dates indicated and the results of their
operations and their cash flows for the periods indicated in conformity with
GAAP and that the audit by such accountants in connection with such consolidated
financial statements has been made in accordance with generally accepted
auditing standards;

(iii) Officers153 and Compliance Certificates: together with each
delivery of financial statements of Borrower and its Subsidiaries pursuant to
subdivisions (i) and (ii) above, (a) to the extent not otherwise included in the
relevant Compliance Certificate, an Officers153 Certificate of Borrower stating
that no Event of Default or Potential Event of Default has occurred and is
continuing or, if an Event of Default or Potential Event of Default has occurred
and is continuing, specifying the nature and period of existence thereof and
what action Borrower has taken, is taking and proposes to take with respect
thereto; and (b) a Compliance Certificate demonstrating in reasonable detail
compliance during and at the end of the applicable accounting periods with the
restrictions contained in subsections 7.1 and 7.2;

(iv) Accountants153 Certification: together with each delivery of
consolidated financial statements of Borrower and its Subsidiaries pursuant to
subdivision (ii) above, a written statement by the independent certified public
accountants giving the report thereon (a) stating that their audit has included
a review of the terms of this Agreement

		47		SAFEWAY TERM CREDIT AGREEMENT

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insofar as they relate to financial and accounting matters and (b) stating
whether, in connection with their audit examination, any condition or event that
constitutes an Event of Default or Potential Event of Default has come to their
attention and, if such a condition or event has come to their attention,
specifying the nature and period of existence thereof; provided that such
accountants shall not be liable by reason of any failure to obtain knowledge of
any such Event of Default or Potential Event of Default that would not be
disclosed in the course of their audit;

(v) SEC Filings and Earnings Releases: promptly upon their becoming
available, copies of (a) annual reports and proxy statements sent or made
available by Borrower to its security holders or by any Subsidiary of Borrower
to its security holders other than Borrower or another Subsidiary of Borrower,
(b) all reports and registration statements of Borrower or its Subsidiaries
filed with the SEC on SEC Forms S-2, S-3, S-4, 10-Q and 8-K and (c) all press
releases concerning Borrower153s earnings made available generally by Borrower or
any of its Subsidiaries to the public;

(vi) Events of Default, etc.: promptly upon any executive officer, the
vice president-treasurer or the vice president-corporate accounting of Borrower
obtaining actual knowledge (a) of any condition or event that constitutes an
Event of Default or Potential Event of Default, or becoming aware that any
Lender has given any notice (other than to Administrative Agent) or taken any
other action with respect to a claimed Event of Default or Potential Event of
Default, or (b) of the occurrence of any event or change that has caused or
evidences, either in any case or in the aggregate, a Material Adverse Effect, an
Officers153 Certificate specifying the nature and period of existence of such
condition, event or change, or specifying the notice given or action taken by
any such Person and the nature of such claimed Event of Default, Potential Event
of Default, default, event or condition, and what action Borrower has taken, is
taking and proposes to take with respect thereto;

(vii) Litigation or Other Proceedings: promptly upon any executive
officer of Borrower obtaining actual knowledge of (a) the institution of, or
non-frivolous threat of, any action, suit, proceeding (whether administrative,
judicial or otherwise), governmental investigation or arbitration against or
affecting Borrower or any of its Subsidiaries or any property of Borrower or any
of its Subsidiaries (collectively, “Proceedings“) not
previously disclosed in writing by Borrower to Lenders or (b) any material
development in any Proceeding, that, in either case, has a reasonable
possibility of giving rise to a Material Adverse Effect, written notice thereof
together with such other information as may be reasonably available to Borrower
to enable Lenders and their counsel to evaluate such matters; and

(viii) Other Information: with reasonable promptness, such other
information and data with respect to Borrower or any of its Subsidiaries as from
time to time may be reasonably requested by any Lender.

Documents required to be delivered pursuant to subdivisions (i), (ii) and (v)
of this subsection 6.1 (to the extent any such documents are included in
materials otherwise filed

		48		SAFEWAY TERM CREDIT AGREEMENT

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with the SEC) may be delivered electronically and if so delivered, shall be
deemed to have been delivered on the date (i) on which Borrower posts such
documents, or provides a link thereto on Borrower153s website on the Internet at
the website address listed on the signature page hereof; or (ii) on which such
documents are posted on Borrower153s behalf on an Internet or intranet website, if
any, to which each Lender and Administrative Agent have access (whether a
commercial, third-party website or whether sponsored by Administrative Agent);
provided that: (i) Borrower shall deliver paper copies of such documents
to Administrative Agent or any Lender upon its request to Borrower to deliver
such paper copies until a written request to cease delivering paper copies is
given by Administrative Agent or such Lender and (ii) Borrower shall notify
Administrative Agent and each Lender (by telecopier or electronic mail) of the
posting of any such documents and provide to Administrative Agent by electronic
mail electronic versions (i.e., soft copies) of such documents. Administrative
Agent shall have no obligation to request the delivery of or to maintain paper
copies of the documents referred to above, and in any event shall have no
responsibility to monitor compliance by Borrower with any such request by a
Lender for delivery, and each Lender shall be solely responsible for requesting
delivery to it or maintaining its copies of such documents.

Borrower hereby acknowledges that (a) Administrative Agent and/or the Joint
Lead Arrangers will make available to the Lenders materials and/or information
provided by or on behalf of Borrower hereunder (collectively, “Borrower
Materials“) by posting Borrower Materials on the Platform and (b)
certain of the Lenders (each, a “Public Lender“) may have
personnel who do not wish to receive material non-public information with
respect to Borrower or its Affiliates, or the respective securities of any of
the foregoing, and who may be engaged in investment and other market-related
activities with respect to such Persons153 securities. Borrower hereby agrees that
(w) all Borrower Materials that are to be made available to Public Lenders shall
be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean
that the word “PUBLIC” shall appear prominently on the first page thereof; (x)
by marking Borrower Materials “PUBLIC,” Borrower shall be deemed to have
authorized Administrative Agent, the Joint Lead Arrangers and the Lenders to
treat such Borrower Materials as not containing any material non-public
information with respect to Borrower or its securities for purposes of United
States Federal and state securities laws (provided, however, that such Borrower
Materials shall be subject to the provisions of Section 10.17 to the extent
applicable); (y) all Borrower Materials marked “PUBLIC” are permitted to be made
available through a portion of the Platform designated “Public Side
Information;” and (z) Administrative Agent and the Joint Lead Arrangers shall be
entitled to treat any Borrower Materials that are not marked “PUBLIC” as being
suitable only for posting on a portion of the Platform not designated “Public
Side Information.”

6.2	Corporate Existence, etc.

Except as permitted under subsection 7.3, Borrower shall, and shall cause
each of its Subsidiaries (other than Unrestricted Subsidiaries) to, at all times
preserve and keep in full force and effect its corporate existence and all
rights and franchises material to its business; provided that nothing in
this subsection 6.2 shall prevent the withdrawal by Borrower or any of its
Subsidiaries of qualification to do business as a foreign corporation in any
jurisdiction where such withdrawal would not reasonably be expected to have a
Material Adverse Effect.

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6.3	Payment of Taxes and Claims.

Borrower shall, and shall cause each of its Subsidiaries to, pay all material
taxes, assessments and other governmental charges imposed upon it or any of its
properties or assets or in respect of any of its income, businesses or
franchises before any penalty accrues thereon, and all material claims
(including, without limitation, claims for labor, services, materials and
supplies) for sums that have become due and payable and that by law have or may
become a Lien upon any of its properties or assets, prior to the time when any
penalty or fine shall be incurred with respect thereto; provided that no
such charge or claim need be paid if being contested in good faith by
appropriate proceedings promptly instituted and diligently conducted and if such
reserve or other appropriate provision, if any, as shall be required in
conformity with GAAP shall have been made therefor.

6.4	Maintenance of Properties; Insurance.

Borrower shall, and shall cause each of its Subsidiaries to, maintain or
cause to be maintained in good repair, working order and condition, ordinary
wear and tear excepted, all properties used or useful in the business of
Borrower and its Subsidiaries and from time to time will make or cause to be
made all appropriate repairs, renewals and replacements thereof if, in each
case, failure to so maintain would result in a Material Adverse Effect. Borrower
will, and will cause each Subsidiary to, maintain insurance (including
self-insurance) in such amounts and covering such risks as is customarily
carried or maintained under similar circumstances by corporations engaged in
similar businesses.

6.5	Inspection.

Borrower shall, and shall cause each of its Subsidiaries to, permit any
authorized representatives designated by any Lender to visit and inspect any of
the properties of Borrower or any of its Subsidiaries, including its and their
financial and accounting records, and to make copies and take extracts
therefrom, and to discuss its and their affairs, finances and accounts with its
and their officers and independent public accountants (provided that Borrower
(through its authorized representatives) may, if it so chooses, be present at or
participate in any such discussion), all upon reasonable notice and at such
reasonable times during normal business hours and as often as may be reasonably
requested.

6.6	Compliance with Laws, etc.

Borrower shall, and shall cause each of its Subsidiaries to, comply with the
requirements of all applicable laws, rules, regulations and orders of any
governmental authority, noncompliance with which would reasonably be expected to
result in a Material Adverse Effect.

Section 7. BORROWER153S NEGATIVE COVENANTS

Borrower covenants and agrees that, so long as the Commitments hereunder
shall remain in effect or until payment in full of all of the Loans and other
Obligations, unless Requisite Lenders shall otherwise give prior written
consent, Borrower shall perform, and shall cause each of its Subsidiaries to
perform, all covenants in this Section 7.

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7.1	Liens and Related Matters.

A. Prohibition on Liens. Borrower shall not, and shall not
permit any of its Subsidiaries (other than Unrestricted Subsidiaries) to,
directly or indirectly, create, incur, assume or permit to exist any Lien on or
with respect to any property or asset of any kind (including any document or
instrument in respect of goods or accounts receivable) of Borrower or any such
Subsidiary, whether now owned or hereafter acquired, or any income or profits
therefrom, or file or authorize the filing of, or permit to remain in effect,
any financing statement or other similar notice of any Lien with respect to any
such property, asset, income or profits under the Uniform Commercial Code of any
State or under any similar recording or notice statute, except:

(i) Permitted Encumbrances;

(ii) Liens existing as of the Closing Date securing Indebtedness in an
aggregate amount not exceeding the principal amount of the Indebtedness or
related commitment secured by such Liens on the Closing Date;

(iii) Liens arising pursuant (a) to purchase money mortgages securing
Indebtedness representing the purchase price (or financing of the purchase price
within 180 days after the respective purchase) of property or other assets
acquired by Borrower or any of its Subsidiaries (including, without limitation,
Liens arising under Capital Leases) or (b) mortgages or security agreements
securing financing incurred to refurbish, renovate or otherwise improve existing
assets, provided, in any event, that any such Liens attach only to the
assets so purchased, refurbished, renovated or improved;

(iv) Liens existing on specific tangible assets at the time acquired
(including by acquisition, merger or consolidation) by Borrower or any of its
Subsidiaries or on assets of a Person at the time such Person first becomes a
Subsidiary of Borrower, provided that (a) any such Liens were not created
at the time of or in contemplation of the acquisition of such assets or Person
by Borrower or any of its Subsidiaries and (b) in the case of any such
acquisition of a Person other than Casa Ley, any such Lien attached only to
specific tangible assets of such Person and not assets of such Person generally;

(v) Liens securing extensions, renewals or refinancings of any Indebtedness
secured by Liens permitted under any of the preceding clauses (i), (ii), (iii)
and (iv) of this subsection 7.1A, provided that the principal or
committed amount of any such Indebtedness (a) is not increased over the
principal or committed amount outstanding at the time of any such extension or
renewal and (b) is not secured by Liens on any additional assets, except that
all or any portion of the aggregate amount of the Indebtedness described in such
clauses (i), (ii), (iii) or (iv) may be extended, renewed or refinanced in a
single financing that does not increase the aggregate principal amount of such
Indebtedness but which may provide for cross-collateralization with respect to
property and assets theretofore encumbered to secure all or any portion of the
Indebtedness being extended, renewed or refinanced;

(vi) Liens on assets substituted for assets theretofore encumbered pursuant
to Liens permitted pursuant to the preceding clauses (i), (ii), (iii), (iv) and
(v) of this

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subsection 7.1A to secure the Indebtedness or obligations theretofore
secured, provided that the fair market value of such assets at the time
such Liens are created, as reasonably determined by Borrower, shall not exceed
the fair market value of such previously encumbered assets for which such assets
have been substituted;

(vii) Liens on Borrower153s and its Subsidiaries153 accounts receivable securing
receivable securitizations and similar receivable financing programs;

(viii) Liens on assets of Borrower153s Subsidiaries securing Indebtedness owed
to Borrower or any of its Wholly-Owned Subsidiaries; provided that the
holder of such secured Indebtedness may not transfer any such secured
Indebtedness to any Person other than Borrower or a Wholly-Owned Subsidiary of
Borrower unless, upon giving effect to such transfer, such Liens would be
permitted under the provisions of this subsection 7.1A (other than this clause
(viii)); and

(ix) Other Liens securing Indebtedness or other obligations in an aggregate
amount not to exceed 5% of the Book Value of the consolidated tangible assets of
Borrower and its Subsidiaries (other than Unrestricted Subsidiaries) at any
time.

B. No Restrictions on Subsidiary Distributions to Borrower or Other
Subsidiaries. Except as provided herein, Borrower will not, and will
not permit any of its Subsidiaries (other than Unrestricted Subsidiaries) to,
create or otherwise cause or suffer to exist or become effective any consensual
encumbrance or restriction of any kind on the ability of any such Subsidiary to
(i) pay dividends or make any other distributions on any of such Subsidiary153s
capital stock owned by Borrower or any Subsidiary of Borrower, (ii) repay or
prepay any Indebtedness owed by such Subsidiary to Borrower or any Subsidiary of
Borrower, (iii) make loans or advances to Borrower or any Subsidiary of
Borrower, or (iv) transfer any of its property or assets to Borrower or any
Subsidiary of Borrower, except for such restrictions or encumbrances existing by
reason of (a) any restrictions existing under any of the Loan Documents or any
other agreements or contracts in effect on the Closing Date or any restrictions
under any Subordinated Indebtedness, (b) any restrictions with respect to a
Subsidiary that is not a Subsidiary on the Closing Date under any agreement in
existence at the time such Subsidiary becomes a Subsidiary of Borrower, (c) any
restrictions with respect to a Subsidiary of Borrower imposed pursuant to an
agreement which has been entered into for the sale or disposition of all or
substantially all of the capital stock or assets of such Subsidiary, (d) any
restrictions with respect to any Subsidiary of Borrower all or substantially all
of whose assets consist of property encumbered by Liens permitted under
subsection 7.1A, (e) restrictions imposed by applicable laws, (f) restrictions
under leases of, or mortgages and other agreements relating to Liens on,
specified property or assets limiting or prohibiting transfers of such property
or assets (including, without limitation, non-assignment clauses, due-on-sale
clauses and clauses prohibiting junior Liens), and (g) any restrictions existing
under any agreement that amends, refinances or replaces any agreement containing
restrictions permitted under the preceding clauses (a) through (f),
provided that the terms and conditions of any such agreement, taken as a
whole, are not materially less favorable to Borrower than those under the
agreement so amended, refinanced or replaced.

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7.2	Financial Covenants.

A. Minimum Interest Coverage Ratio. Borrower shall not
permit the Interest Coverage Ratio for any four-fiscal quarter period ending as
of the last day of any fiscal quarter of Borrower to be less than 2.00:1.00.

B. Maximum Leverage Ratio. Borrower shall not permit the
ratio of (i)(a) Consolidated Total Debt as of the last day of any fiscal quarter
of Borrower minus (b) the aggregate amount of Unrestricted Cash in excess
of $75,000,000, as of such day, of Borrower and its Subsidiaries (excluding any
Unrestricted Subsidiaries), determined on a consolidated basis) to (ii)
Consolidated Adjusted EBITDA for the four-fiscal quarter period ending as of
such day, to exceed 3.50:1.00.

7.3	Restriction on Fundamental Changes; Material Asset Sales.

Borrower shall not, and shall not permit any of its Subsidiaries (other than
Unrestricted Subsidiaries) to, (A) liquidate, wind-up or dissolve itself (or
suffer any liquidation or dissolution), or (B) enter into any transaction of
merger or consolidation, or convey, sell, lease, sub-lease, transfer or
otherwise dispose of, in one transaction or a series of transactions, all or any
part of its business, property or fixed assets, whether now owned or hereafter
acquired, except:

(i) any Subsidiary of Borrower or any other Person may be merged or
amalgamated with or into Borrower or any Wholly-Owned Subsidiary of Borrower, or
be liquidated, wound up or dissolved into, or all or any part of its business,
property or assets may be conveyed, sold, leased, transferred or otherwise
disposed of, in one transaction or a series of transactions, to Borrower or any
Wholly-Owned Subsidiary of Borrower; provided that, (a) in the case of
any such merger involving Borrower, Borrower shall be the surviving corporation,
and (b) in the case of such a merger involving a Wholly-Owned Subsidiary and not
covered by clause (a) above or permitted by clause (ii) below, the surviving
corporation shall be a Wholly-Owned Subsidiary of Borrower; and

(ii) subject to the provisions of subsections 7.1, 7.4 and 7.6, Borrower and
its Subsidiaries may convey, lease, sublease, transfer, sell or otherwise
dispose, including by merger, consolidation or amalgamation, of all or any part
of its business, property or fixed assets, whether now owned or hereafter
acquired in transactions that do not constitute Material Asset Sales.

7.4	Transactions with Shareholders and Affiliates.

Borrower shall not, and shall not permit any of its Subsidiaries to, directly
or indirectly, enter into or permit to exist any transaction (including, without
limitation, the purchase, sale, lease or exchange of any property or the
rendering of any service) with any holder of 5% or more of any class of
Borrower153s Common Stock or with any Affiliate of Borrower or of any such holder,
on terms that are less favorable to Borrower or that Subsidiary, as the case may
be, than those that might be obtained at the time from Persons who are not such
a holder or

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Affiliate; provided that the foregoing restriction shall not apply to
(i) any transaction between Borrower and any of its Subsidiaries (other than
Unrestricted Subsidiaries) or between any of Borrower153s Subsidiaries and any
other such Subsidiary (other than an Unrestricted Subsidiary); (ii) reasonable
and customary fees paid to members of the Boards of Directors of Borrower and
its Subsidiaries; (iii) except as restricted by clause (i), transactions by
Unrestricted Subsidiaries; (iv) transactions approved by a majority of the
disinterested directors of Borrower153s or the applicable Subsidiary153s, as the
case may be, board of directors; (v) transactions with banks relating to cash or
automated teller machines and cash advance services; and (vi) loans to officers
of Borrower for business or personal purposes in an aggregate outstanding
principal amount not exceeding $20,000,000 at any time and otherwise in
compliance with the U.S. Sarbanes-Oxley Act of 2002.

7.5	Conduct of Business.

From and after the Closing Date, Borrower shall not, and shall not permit any
of its Subsidiaries (other than Unrestricted Subsidiaries) to, fundamentally or
substantively alter the character of its business from that conducted by
Borrower and its Subsidiaries, taken as a whole, as of the Closing Date.

7.6	Unrestricted Subsidiaries.

Borrower may from time to time deliver to Administrative Agent an Officers153
Certificate designating one or more of its Subsidiaries as Unrestricted
Subsidiaries; provided no Subsidiary shall be designated as an
Unrestricted Subsidiary if, upon giving effect to such designation, the
aggregate Book Value of all assets of all Unrestricted Subsidiaries would exceed
15% of the Book Value of the consolidated assets of Borrower and its
Subsidiaries or if doing so would cause an Event of Default under subsection
7.2. Borrower will not, and will not permit its Subsidiaries, including any
Unrestricted Subsidiary, to enter into any contract, agreement, financing or
other arrangement that would provide the creditors of any Unrestricted
Subsidiary (including Persons with contingent claims against any Unrestricted
Subsidiary) with any recourse to or against Borrower or any of its Subsidiaries
(other than Unrestricted Subsidiaries) or any of their respective assets or
revenues. Any Officers153 Certificate designating any Unrestricted Subsidiaries
shall show, in reasonable detail, the Book Value of such Subsidiary153s assets and
the consolidated assets of Borrower and its Subsidiaries, shall provide pro
forma financial statements demonstrating Borrower will continue to be in
compliance with subsection 7.2 upon giving effect to such designation, and shall
certify that Borrower and its Subsidiaries are not parties to any contract or
agreement that would provide any such creditors of such Subsidiary with recourse
to or against Borrower or any of its Subsidiaries (other than Unrestricted
Subsidiaries) and that no such creditor of such Subsidiary would have recourse
to or against Borrower or any of its Subsidiaries (other than Unrestricted
Subsidiaries) as a matter of law. Any Person designated as an Unrestricted
Subsidiary in any such Officers153 Certificate shall, without further action,
become an Unrestricted Subsidiary on the fifth Business Day after Administrative
Agent receives such Officers153 Certificate.

Borrower shall not, and shall not permit any of its Subsidiaries (other than
Unrestricted Subsidiaries) to convey, transfer, sell or otherwise dispose of
(including in

		54		SAFEWAY TERM CREDIT AGREEMENT

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connection with any merger or consolidation) any of its assets or properties
to any Unrestricted Subsidiary if, after giving effect thereto, the aggregate
Book Value of all assets of all Unrestricted Subsidiaries would exceed 15% of
the Book Value of all assets of Borrower and its Subsidiaries.

Borrower may from time to time deliver to Administrative Agent an Officers153
Certificate changing the designation of an Unrestricted Subsidiary so that such
Subsidiary ceases to be an Unrestricted Subsidiary, which change shall be
effective on the third Business Day after Administrative Agent receives such
Officers153 Certificate. Upon effectiveness of such change, such formerly
Unrestricted Subsidiary shall be subject to the provisions of this Agreement
applicable to all other Subsidiaries of Borrower that are not Unrestricted
Subsidiaries and such formerly Unrestricted Subsidiary shall not maintain any
contract or condition that is not permitted hereunder for any Subsidiary of
Borrower that is not an Unrestricted Subsidiary regardless of when it first
entered into such contract or permitted such condition to exist.

Section 8. EVENTS OF DEFAULT

If any of the following conditions or events (“Events of
Default“) shall occur and be continuing:

8.1	Failure to Make Payments When Due.

Failure by Borrower to pay any installment of principal of any Loan when due,
whether at stated maturity, by acceleration, by notice of voluntary prepayment,
by mandatory prepayment or otherwise; or failure by Borrower to pay any interest
on any Loan or any fee or any other amount due under this Agreement within five
days after the date due; or

8.2	Default in Other Agreements.

(i) Failure of Borrower or any of its Subsidiaries (other than Unrestricted
Subsidiaries) to pay when due any principal of or interest on any items of
Indebtedness (other than items of Indebtedness referred to in subsection 8.1)
with an aggregate principal amount of $100,000,000 or more and such failure
continues beyond the end of any grace period provided therefor; or (ii) breach
or default by Borrower or any of its Subsidiaries (other than Unrestricted
Subsidiaries) with respect to any other material term of any Indebtedness with
an aggregate principal amount of $100,000,000 or more or any loan agreement,
mortgage, indenture or other agreement relating to such Indebtedness and such
breach or default continues beyond the end of any grace period provided
therefor, if the effect of such breach or default is to cause, or to permit the
holder or holders of that Indebtedness (or a trustee on behalf of such holder or
holders) to cause, that Indebtedness to become or be declared due and payable
prior to its stated maturity (in each case after the giving or receiving of any
requisite notice or after the lapse of any requisite period); provided
that in the event that any non-payment described in clause (i) above or any
breach or default described in clause (ii) above is, prior to any acceleration
of the Obligations pursuant to this Section 8, cured or waived by the holders of
such Indebtedness without (a) any consent, waiver or other fee being paid to
such holders, (b) prepayments or theretofore unscheduled reductions of such
Indebtedness, (c) any

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additional collateral (or if such Indebtedness was theretofore unsecured, any
collateral) being encumbered to secure such Indebtedness or any additional
guaranties thereof (or if such Indebtedness was not theretofore guarantied, any
guaranty thereof), (d) any amendment to or modification of the terms of such
Indebtedness, except any such amendment or modification as may be necessary to
relax the provisions thereof to cure such non-payment, breach or default, then
such non-payment, breach or default shall not constitute an Event of Default
hereunder; or

8.3	Breach of Certain Covenants.

Failure of Borrower to perform or comply with any term or condition contained
in subsections 2.5, 6.1(vi) or Section 7 of this Agreement or the failure of
Borrower to maintain its corporate existence to the extent required under
subsection 6.2 of this Agreement; or

8.4	Breach of Warranty.

Any written representation, warranty, certification or other statement made
by Borrower or any of its Subsidiaries in any Loan Document or in any written
statement or certificate at any time given by Borrower or any of its
Subsidiaries (or deemed to be given in connection with any borrowing hereunder)
pursuant hereto or thereto or in connection herewith or therewith shall be false
in any material respect on the date as of which made; or

8.5	Other Defaults Under Loan Documents.

Borrower shall default in the performance of or compliance with any term
contained in this Agreement or any of the other Loan Documents, other than any
such term referred to in any other subsection of this Section 8, and such
default shall not have been remedied or waived within 30 days after receipt by
Borrower of notice from Administrative Agent or any Lender of such default; or

8.6	Involuntary Bankruptcy; Appointment of Receiver, etc.

(i) A court having jurisdiction in the premises shall enter a decree or order
for relief in respect of Borrower or any Material Subsidiary in an involuntary
case under any Insolvency Laws which decree or order is not stayed; or any other
similar relief shall be granted under any applicable Insolvency Laws; or (ii) an
involuntary case shall be commenced against Borrower or any Material Subsidiary
under any Insolvency Laws; or a decree or order of a court having jurisdiction
in the premises for the appointment of a receiver, liquidator, sequestrator,
trustee, custodian or other officer having similar powers over Borrower or any
Material Subsidiary, or over all or a substantial part of its property, shall
have been entered; or there shall have occurred the involuntary appointment of
an interim receiver, trustee or other custodian of Borrower or any Material
Subsidiary for all or a substantial part of its property; or a warrant of
attachment, execution or similar process shall have been issued against any
substantial part of the property of Borrower or any Material Subsidiary, and any
such event described in this clause (ii) shall continue for 60 days unless
dismissed, bonded or discharged; or

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8.7	Voluntary Bankruptcy; Appointment of Receiver, etc.

(i) Borrower or any Material Subsidiary shall have an order for relief
entered with respect to it or commence a voluntary case under any Insolvency
Laws, or shall consent to the entry of an order for relief in an involuntary
case, or to the conversion of an involuntary case to a voluntary case, under any
such laws, or shall consent to the appointment of or taking possession by a
receiver, trustee or other custodian for all or a substantial part of its
property; or Borrower or any Material Subsidiary shall make any assignment for
the benefit of creditors; or (ii) Borrower or any Material Subsidiary shall be
unable, or shall fail generally, or shall admit in writing its inability, to pay
its debts as such debts become due; or the Board of Directors of Borrower or any
Material Subsidiary (or any committee thereof) shall adopt any resolution or
otherwise authorize any action to approve any of the actions referred to in
clause (i) above or this clause (ii); or

8.8	Judgments and Attachments.

Any money judgment, writ or warrant of attachment or similar process
involving in the aggregate at any time an amount in excess of $100,000,000 (not
adequately covered by insurance as to which a solvent and unaffiliated insurance
company has acknowledged coverage) shall be entered or filed against Borrower or
any of its Subsidiaries other than an Unrestricted Subsidiary or any of their
respective assets and shall remain undischarged, unvacated, unbonded or unstayed
for a period of 60 days after entry or filing thereof (or in any event later
than five days prior to the date of any proposed sale thereunder); or

8.9	Dissolution.

Any order, judgment or decree shall be entered against Borrower or any
Material Subsidiaries decreeing the dissolution or split up of Borrower or that
Material Subsidiary (which dissolution, in the case of a Material Subsidiary is
not permitted under subsection 7.3) and such order shall remain undischarged or
unstayed for a period in excess of 30 days; or

8.10	Employee Benefit Plans.

There shall occur any ERISA Event which individually results in or would
reasonably be expected to result in a Material Adverse Effect or, if taken
together with all other ERISA Events results in or would reasonably be expected
to result in a Material Adverse Effect during the term of this Agreement; or
there shall exist an amount of unfunded benefit liabilities (for each Pension
Plan and each Foreign Plan which is required to be funded, determined as of the
date of the most recent actuarial valuation for such Pension Plan or Foreign
Plan and based on the assumptions used in such actuarial valuation for such
Pension Plan or Foreign Plan), individually or in the aggregate for all Pension
Plans and all Foreign Plans which are required to be funded (excluding for
purposes of such computation any such plans with respect to which assets exceed
benefit liabilities), which would reasonably be expected to result in a Material
Adverse Effect; or

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8.11	Change in Control.

Any Person or any two or more Persons acting in concert shall have acquired
beneficial ownership (within the meaning of Rule 13d-3 of the Securities and
Exchange Commission under the Exchange Act), directly or indirectly, of capital
stock of Borrower (or other securities at the time convertible into capital
stock) representing 40% or more of the combined voting power of all capital
stock (on a fully-diluted basis) of Borrower entitled to vote in the election of
directors,

THEN (i) upon the occurrence of any Event of Default
described in subsection 8.6 or 8.7, each of (a) the unpaid principal amount of
and accrued interest on the Loans, and (b) all other Obligations shall
automatically become immediately due and payable, without presentment, demand,
protest or other requirements of any kind, all of which are hereby expressly
waived by Borrower and the obligation of each Lender to make any Loan shall
thereupon terminate, and (ii) upon the occurrence and during the continuation of
any other Event of Default, Administrative Agent shall, upon the written request
or with the written consent of Requisite Lenders, by written notice to Borrower,
declare all or any portion of the amounts described in clauses (a) through (b)
above to be, and the same shall forthwith become, immediately due and payable,
and the obligation of each Lender to make any Loan shall thereupon terminate.

Notwithstanding anything contained in the second preceding paragraph, if at
any time within 60 days after an acceleration of the Loans pursuant to such
paragraph Borrower shall pay all arrears of interest and all payments on account
of principal which shall have become due otherwise than as a result of such
acceleration (with interest on principal and, to the extent permitted by law, on
overdue interest, at the rates specified in this Agreement) and all Events of
Default and Potential Events of Default (other than non-payment of the principal
of and accrued interest on the Loans, in each case which is due and payable
solely by virtue of acceleration) shall be remedied or waived pursuant to
subsection 10.6, then Requisite Lenders, by written notice to Borrower, may at
their option rescind and annul such acceleration and its consequences; but such
action shall not affect any subsequent Event of Default or Potential Event of
Default or impair any right consequent thereon. The provisions of this paragraph
are intended merely to bind Lenders to a decision which may be made at the
election of Requisite Lenders and are not intended to benefit Borrower and do
not grant Borrower the right to require Lenders to rescind or annul any
acceleration hereunder, even if the conditions set forth herein are met.

Section 9. AGENTS

9.1	Appointment and Authority.

Each of the Lenders hereby irrevocably appoints Bank of America to act on its
behalf as Administrative Agent hereunder and under the other Loan Documents and
authorizes Administrative Agent to take such actions on its behalf and to
exercise such powers as are delegated to Administrative Agent by the terms
hereof or thereof, together with such actions and powers as are reasonably
incidental thereto. Except as expressly provided herein, the provisions of this
Section are solely for the benefit of Administrative Agent and the Lenders, and
Borrower shall not have rights as a third party beneficiary of any of such
provisions.

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9.2	Rights as a Lender.

The Person serving as Administrative Agent hereunder shall have the same
rights and powers in its capacity as a Lender as any other Lender and may
exercise the same as though it were not Administrative Agent and the term
“Lender” or “Lenders” shall, unless otherwise expressly indicated or unless the
context otherwise requires, include the Person serving as Administrative Agent
hereunder in its individual capacity. Such Person and its Affiliates may accept
deposits from, lend money to, act as the financial advisor or in any other
advisory capacity for and generally engage in any kind of business with Borrower
or any Subsidiary or other Affiliate thereof as if such Person were not
Administrative Agent hereunder and without any duty to account therefor to the
Lenders.

9.3	Exculpatory Provisions.

Each Agent shall have only those duties and responsibilities that are
expressly specified for such Agent in this Agreement and the other Loan
Documents, and it may exercise such powers, rights and remedies and perform such
duties by or through its agents or employees, it being understood that, except
as expressly specified herein, no Agent other than the Administrative Agent
shall have any duties or responsibilities under this Agreement and the other
Loan Documents. Administrative Agent shall not have any duties or obligations
except those expressly set forth herein and in the other Loan Documents. Without
limiting the generality of the foregoing, Administrative Agent:

(i) shall not be subject to any fiduciary or other implied duties, regardless
of whether a Potential Event of Default has occurred and is continuing;

(ii) shall not have any duty to take any discretionary action or exercise any
discretionary powers, except discretionary rights and powers expressly
contemplated hereby or by the other Loan Documents that Administrative Agent is
required to exercise as directed in writing by the Requisite Lenders (or such
other number or percentage of the Lenders as shall be expressly provided for
herein or in the other Loan Documents), provided that Administrative
Agent shall not be required to take any action that, in its opinion or the
opinion of its counsel, may expose Administrative Agent to liability or that is
contrary to any Loan Document or applicable law; and

(iii) shall not, except as expressly set forth herein and in the other Loan
Documents, have any duty to disclose, and shall not be liable for the failure to
disclose, any information relating to Borrower or any of its Affiliates that is
communicated to or obtained by the Person serving as Administrative Agent or any
of its Affiliates in any capacity.

Administrative Agent shall not be liable for any action taken or not taken by
it (i) with the consent or at the request of the Requisite Lenders (or such
other number or percentage of the Lenders as shall be necessary, or as
Administrative Agent shall believe in good faith shall be

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necessary, under the circumstances as provided in subsections 10.6 and
Section 8) or (ii) in the absence of its own gross negligence or willful
misconduct. Administrative Agent shall be deemed not to have knowledge of any
Potential Event of Default unless and until notice describing such Potential
Event of Default is given to Administrative Agent by Borrower or a Lender.

Administrative Agent shall not be responsible for or have any duty to
ascertain or inquire into (i) any statement, warranty or representation made in
or in connection with this Agreement or any other Loan Document, (ii) the
contents of any certificate, report or other document delivered hereunder or
thereunder or in connection herewith or therewith, (iii) the performance or
observance of any of the covenants, agreements or other terms or conditions set
forth herein or therein or the occurrence of any Potential Event of Default,
(iv) the validity, enforceability, effectiveness or genuineness of this
Agreement, any other Loan Document or any other agreement, instrument or
document or (v) the satisfaction of any condition set forth in Section 4
or elsewhere herein, other than to confirm receipt of items expressly required
to be delivered to Administrative Agent.

9.4	Reliance by Administrative Agent.

Administrative Agent shall be entitled to rely upon, and shall not incur any
liability for relying upon, any notice, request, certificate, consent,
statement, instrument, document or other writing (including any electronic
message, Internet or intranet website posting or other distribution) believed by
it to be genuine and to have been signed, sent or otherwise authenticated by the
proper Person. Administrative Agent also may rely upon any statement made to it
orally or by telephone and believed by it to have been made by the proper
Person, and shall not incur any liability for relying thereon. In determining
compliance with any condition hereunder to the making of a Loan that by its
terms must be fulfilled to the satisfaction of a Lender, Administrative Agent
may presume that such condition is satisfactory to such Lender unless
Administrative Agent shall have received notice to the contrary from such Lender
prior to the making of such Loan. Administrative Agent may consult with legal
counsel (who may be counsel for Borrower), independent accountants and other
experts selected by it, and shall not be liable for any action taken or not
taken by it in accordance with the advice of any such counsel, accountants or
experts.

9.5	Delegation of Duties.

Administrative Agent may perform any and all of its duties and exercise its
rights and powers hereunder or under any other Loan Document by or through any
one or more sub-agents appointed by Administrative Agent. Administrative Agent
and any such sub-agent may perform any and all of its duties and exercise its
rights and powers by or through their respective Related Parties. The
exculpatory provisions of this Section shall apply to any such sub-agent and to
the Related Parties of Administrative Agent and any such sub-agent, and shall
apply to their respective activities in connection with the syndication of the
credit facilities provided for herein as well as activities as Administrative
Agent.

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9.6	Resignation of Administrative Agent.

Administrative Agent may at any time give notice of its resignation to the
Lenders and Borrower. Upon receipt of any such notice of resignation, the
Requisite Lenders shall have the right, upon five (5) Business Days written
notice to the Borrower and with the Borrower153s prior written consent as long as
no Event of Default under subsection 8.1, 8.6 or 8.7 has occurred and is
continuing, to appoint a successor, which shall be a bank with an office in the
United States, or an Affiliate of any such bank with an office in the United
States. If no such successor shall have been so appointed by the Requisite
Lenders and shall have accepted such appointment within 30 days after the
retiring Administrative Agent gives notice of its resignation, then the retiring
Administrative Agent may on behalf of the Lenders, appoint a successor
Administrative Agent meeting the qualifications set forth above; provided
that if Administrative Agent shall notify Borrower and the Lenders that no
qualifying Person has accepted such appointment, then such resignation shall
nonetheless become effective in accordance with such notice and (1) the retiring
Administrative Agent shall be discharged from its duties and obligations
hereunder and under the other Loan Documents and (2) all payments,
communications and determinations provided to be made by, to or through
Administrative Agent shall instead be made by or to each Lender directly, until
such time as the Requisite Lenders appoint a successor Administrative Agent as
provided for above in this subsection. Upon the acceptance of a successor153s
appointment as Administrative Agent hereunder, such successor shall succeed to
and become vested with all of the rights, powers, privileges and duties of the
retiring (or retired) Administrative Agent, and the retiring Administrative
Agent shall be discharged from all of its duties and obligations hereunder or
under the other Loan Documents (if not already discharged therefrom as provided
above in this subsection). The fees payable by Borrower to a successor
Administrative Agent shall be the same as those payable to its predecessor
unless otherwise agreed between Borrower and such successor. After the retiring
Administrative Agent153s resignation hereunder and under the other Loan Documents,
the provisions of this Section and Section 10.2 and 10.3 shall continue in
effect for the benefit of such retiring Administrative Agent, its sub agents and
their respective Related Parties in respect of any actions taken or omitted to
be taken by any of them while the retiring Administrative Agent was acting as
Administrative Agent.

9.7	Non-Reliance on Administrative Agent and Other Lenders.

Each Lender acknowledges that it has, independently and without reliance upon
Administrative Agent or any other Lender or any of their Related Parties and
based on such documents and information as it has deemed appropriate, made its
own credit analysis and decision to enter into this Agreement. Each Lender also
acknowledges that it will, independently and without reliance upon
Administrative Agent or any other Lender or any of their Related Parties and
based on such documents and information as it shall from time to time deem
appropriate, continue to make its own decisions in taking or not taking action
under or based upon this Agreement, any other Loan Document or any related
agreement or any document furnished hereunder or thereunder.

9.8	No Other Duties, Etc.

Anything herein to the contrary notwithstanding, none of the Agents listed on
the cover page hereof shall have any powers, duties or responsibilities under
this Agreement or any of the other Loan Documents, except in its capacity, as
applicable, as Administrative Agent, or a Lender hereunder.

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9.9	Administrative Agent May File Proofs of Claim.

In case of the pendency of any proceeding under any Insolvency Law or any
other judicial proceeding relative to Borrower, Administrative Agent
(irrespective of whether the principal of any Loan shall then be due and payable
as herein expressed or by declaration or otherwise and irrespective of whether
Administrative Agent shall have made any demand on Borrower) shall be entitled
and empowered, by intervention in such proceeding or otherwise.

(i) to file and prove a claim for the whole amount of the principal and
interest owing and unpaid in respect of the Loans and all other Obligations that
are owing and unpaid and to file such other documents as may be necessary or
advisable in order to have the claims of the Lenders and Administrative Agent
(including any claim for the reasonable compensation, expenses, disbursements
and advances of the Lenders and Administrative Agent and their respective agents
and counsel and all other amounts due the Lenders and Administrative Agent under
subsections 2.3, 10.2 and 10.3) allowed in such judicial proceeding; and

(ii) to collect and receive any monies or other property payable or
deliverable on any such claims and to distribute the same;

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or
other similar official in any such judicial proceeding is hereby authorized by
each Lender to make such payments to Administrative Agent and, in the event that
Administrative Agent shall consent to the making of such payments directly to
the Lenders, to pay to Administrative Agent any amount due for the reasonable
compensation, expenses, disbursements and advances of Administrative Agent and
its agents and counsel, and any other amounts due Administrative Agent under
subsections 2.3, 10.2 and 10.3.

Nothing contained herein shall be deemed to authorize Administrative Agent to
authorize or consent to or accept or adopt on behalf of any Lender any plan of
reorganization, arrangement, adjustment or composition affecting the Obligations
or the rights of any Lender to authorize Administrative Agent to vote in respect
of the claim of any Lender in any such proceeding.

Section 10. MISCELLANEOUS

10.1	Successors and Assigns; Assignments and Participations in Loans.

A. General. This Agreement shall be binding upon the parties
hereto and their respective successors and assigns and shall inure to the
benefit of the parties hereto and the successors and assigns of Lenders (it
being understood that Lenders153 rights of assignment are subject to the further
provisions of this subsection 10.1). Neither Borrower153s rights or obligations
hereunder nor any interest therein may be assigned or delegated by Borrower
without

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the prior written consent of all Lenders (and any attempted assignment or
transfer by Borrower without such consent shall be null and void). Nothing in
this Agreement, expressed or implied, shall be construed to confer upon any
Person (other than the parties hereto, their respective successors and assigns
permitted hereby and, to the extent expressly contemplated hereby, the
Indemnitees) any legal or equitable right, remedy or claim under or by reason of
this Agreement.

B. Assignments.

(i) Amounts and Terms of Assignments. Any Lender may assign to one or
more Eligible Assignees all or any portion of its rights and obligations under
this Agreement; provided that (a), except (1) in the case of an
assignment of the entire remaining amount of the assigning Lender153s rights and
obligations under this Agreement or (2) in the case of an assignment to a Lender
or an Affiliate of a Lender or an Approved Fund of a Lender, the aggregate
amount of the Loan Exposure of the assigning Lender and the assignee subject to
each such assignment shall not be less than $10,000,000, in the case of any
assignment of a Loan, unless Administrative Agent and, so long as no Event of
Default under subsection 8.1, 8.6 or 8.7 has occurred and is continuing,
Borrower consents (each such consent not to be unreasonably withheld);
provided that Borrower shall be deemed to have consented to any such
assignment unless it shall object thereto by written notice to the
Administrative Agent within fifteen (15) Business Days after having received
written notice thereof, (b) each partial assignment shall be made as an
assignment of a proportionate part of all the assigning Lender153s rights and
obligations under this Agreement with respect to the Loan or the Commitment
assigned, and any assignment of all or any portion of a Commitment or Loan shall
be made only as an assignment of the same proportionate part of the assigning
Lender153s Commitment and Loans, (c) the parties to each assignment shall execute
and deliver to Administrative Agent an Assignment Agreement, together with a
processing and recordation fee of $3,500 (unless the assignee is an Affiliate or
an Approved Fund of the assignor, in which case no fee shall be required),
provided that Administrative Agent may, in its sole discretion, elect to
waive such processing and recordation fee in the case of any assignment, and
(d), except in the case of an assignment to another Lender, an Affiliate of a
Lender or an Approved Fund of a Lender, Administrative Agent and, if no Event of
Default under subsection 8.1, 8.6 or 8.7 has occurred and is continuing,
Borrower consents (each such consent not to be unreasonably withheld);
provided that Borrower shall be deemed to have consented to any such
assignment unless it shall object thereto by written notice to the
Administrative Agent within fifteen (15) Business Days after having received
written notice thereof. The Eligible Assignee, if it shall not be a Lender,
shall deliver to Administrative Agent information reasonably requested by
Administrative Agent, including such forms, certificates or other evidence, if
any, with respect to Tax matters as the assignee under such Assignment Agreement
may be required to deliver to Administrative Agent pursuant to subsection 3.1B.
To the extent that an assignment of all or any portion of a Lender153s Commitment,
Loans and related outstanding Obligations pursuant to subsection 3.3 or this
subsection 10.1B would, at the time of such assignment, result in increased
costs under subsection 3.1 from those being charged by the respective assigning
Lender prior to such assignment, then Borrower shall not be obligated to pay
such increased costs (although Borrower, in accordance with and

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pursuant to the other provisions of this Agreement, shall be obligated to pay
any other increased costs of the type described above resulting from changes
after the date of the respective assignment).

No such assignment shall be made (A) to Borrower or any of Borrower153s
Affiliates or Subsidiaries, or (B) to any Defaulting Lender or any of its
Subsidiaries, or any Person who, upon becoming a Lender hereunder, would
constitute any of the foregoing Persons described in this clause (B), or (C) to
a natural person.

In connection with any assignment of rights and obligations of any Defaulting
Lender hereunder, no such assignment shall be effective unless and until, in
addition to the other conditions thereto set forth herein, the parties to the
assignment shall make such additional payments to Administrative Agent in an
aggregate amount sufficient, upon distribution thereof as appropriate (which may
be outright payment, purchases by the assignee of participations or
subparticipations, or other compensating actions, including funding, with the
consent of Borrower and Administrative Agent, the applicable pro rata share of
Loans previously requested but not funded by the Defaulting Lender, to each of
which the applicable assignee and assignor hereby irrevocably consent), to (x)
pay and satisfy in full all payment liabilities then owed by such Defaulting
Lender to Administrative Agent and each other Lender hereunder (and interest
accrued thereon), and (y) acquire (and fund as appropriate) its full pro rata
share of all Loans in accordance with its Pro Rata Share. Notwithstanding the
foregoing, in the event that any assignment of rights and obligations of any
Defaulting Lender hereunder shall become effective under applicable law without
compliance with the provisions of this paragraph, then the assignee of such
interest shall be deemed to be a Defaulting Lender for all purposes of this
Agreement until such compliance occurs.

Upon the execution and delivery of an Assignment Agreement (together with any
consents required in connection therewith), from and after the effective date
specified in the Assignment Agreement, (y) the assignee thereunder shall be a
party hereto and, to the extent that rights and obligations hereunder have been
assigned to it pursuant to such Assignment Agreement, shall have the rights and
obligations of a Lender hereunder and (z) the assigning Lender thereunder shall,
to the extent that rights and obligations hereunder have been assigned by it
pursuant to such Assignment Agreement, relinquish its rights (other than any
rights which survive the termination of this Agreement under subsection 10.9B)
and be released from its obligations under this Agreement (and, in the case of
an Assignment Agreement covering all or the remaining portion of an assigning
Lender153s rights and obligations under this Agreement, such Lender shall cease to
be a party hereto; provided that, except to the extent otherwise
expressly agreed by the affected parties, no assignment by a Defaulting Lender
will constitute a waiver or release of any claim of any party hereunder arising
from such Lender153s having been a Defaulting Lender. The assigning Lender shall,
upon the effectiveness of such assignment or as promptly thereafter as
practicable, surrender its Notes, if any, to Administrative Agent for
cancellation, and thereupon new Notes shall, if so requested by the assignee
and/or the assigning Lender in accordance with subsection 2.1E, be issued to the
assignee and/or to the assigning Lender, substantially in the form of
Exhibit III annexed hereto with

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appropriate insertions to reflect the amounts of the new Commitments and/or
outstanding Loans, as the case may be, of the assignee and/or the assigning
Lender. Other than as provided in subsection 10.5, any assignment or transfer by
a Lender of rights or obligations under this Agreement that does not comply with
this subsection 10.1B shall be treated for purposes of this Agreement as a sale
by such Lender of a participation in such rights and obligations in accordance
with subsection 10.1C.

Notwithstanding anything to the contrary contained herein, any Lender (a
“Designating Lender“) may grant to one or more special purpose
funding vehicles (each, an “SPV“), identified as such in
writing from time to time by Designating Lender to Administrative Agent and
Borrower, the option to provide to Borrower all or any part of any Loan that
such Designating Lender would otherwise be obligated to make to that Borrower
pursuant to this Agreement; provided that (i) nothing herein shall constitute a
commitment by any SPV to make any Loan, (ii) if an SPV elects not to exercise
such option or otherwise fails to provide all or any part of such Loan, the
Designating Lender shall be obligated to make such Loan pursuant to the terms
hereof, (iii) the Designating Lender shall remain liable for any indemnity or
other payment obligation or other obligation with respect to its Commitment
hereunder and (iv) there shall be no increased cost to Borrower as a result
thereof (including without limitation as a result of taxes or otherwise). The
making of a Loan by an SPV hereunder shall utilize the Commitment of Designating
Lender to the same extent, and as if, such Loan were made by such Designating
Lender.

As to any Loans or portion thereof made by it, each SPV (in lieu of its
Designating Lender, unless otherwise agreed by such Designating Lender and such
SPV) shall have all the rights that a Lender making such Loans or portion
thereof would have had under this Agreement; provided, however, that each SPV
shall have granted to its Designating Lender an irrevocable power of attorney,
to deliver and receive all communications and notices under this Agreement (and
any Loan Documents) and to exercise on such SPV153s behalf, all of such SPV153s
voting rights under this Agreement. No additional Note shall be required to
evidence the Loans or portion thereof made by an SPV; and the related
Designating Lender shall be deemed to hold its Note as agent for such SPV to the
extent of the Loans or portion thereof funded by such SPV. In addition, any
payments for the account of any SPV shall be paid to its Designating Lender as
agent for such SPV.

Each party hereto hereby agrees that no SPV shall be liable for any indemnity
or payment under this Agreement for which a Lender would otherwise be liable. In
furtherance of the foregoing, each party hereto hereby agrees (which agreements
shall survive the termination of this Agreement) that, prior to the date that is
one year and one day after the payment in full of all outstanding commercial
paper or other senior indebtedness of any SPV, it will not institute against, or
join any other person in instituting against, such SPV any bankruptcy,
reorganization, arrangement, insolvency or liquidation proceedings under the
laws of the United States or any State thereof.

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In addition, notwithstanding anything to the contrary contained in this
subsection 10.1 or otherwise in this Agreement, any SPV may (i) at any time and
without paying any processing fee therefor, assign or participate all or a
portion of its interest in any Loans (x) to the Designating Lender or (y) to any
financial institutions providing liquidity and/or credit support to or for the
account of such SPV to support the funding or maintenance of Loans, provided
that, in the case of this clause (y), there shall be no increased cost to
Borrower as a result thereof (including, without limitation, as a result of
taxes or otherwise), and (ii) disclose on a confidential basis any non-public
information relating to its Loans to any rating agency, commercial paper dealer
or provider of any surety, guarantee or credit or liquidity enhancements to such
SPV, provided that prior to Designating Lender granting the option to SPV
or prior to making any such disclosure to a dealer or provider, Designating
Lender shall cause such SPV or such dealer or provider, as the case may be, to
deliver to Administrative Agent an agreement in writing to be bound by the
provisions of subsection 10.17.

Notwithstanding the foregoing provisions of this subsection 10.1B(i) or any
other provision of this Agreement, if Borrower shall have consented thereto in
writing in its sole discretion, Administrative Agent shall have the right, but
not the obligation, to effectuate assignments of Loans and Commitments via an
electronic settlement system acceptable to Administrative Agent and Borrower as
designated in writing from time to time to the applicable Lenders by
Administrative Agent (the “Settlement Service“). At any time
when Administrative Agent elects, in its sole discretion, to implement such
Settlement Service, each such assignment shall be effected by the assigning
Lender and proposed Eligible Assignee pursuant to the procedures then in effect
under the Settlement Service, which procedures shall be subject to the prior
written approval of Borrower and shall be consistent with the other provisions
of this subsection 10.1B(i). Each assigning Lender and proposed Eligible
Assignee shall comply with the requirements of the Settlement Service in
connection with effecting any assignment of Loans and Commitments pursuant to
the Settlement Service. Assignments and assumptions of Loans and Commitments
shall be effected by the provisions otherwise set forth herein until
Administrative Agent notifies the applicable Lenders of the Settlement Service
as set forth herein. Borrower may withdraw its consent to the use of the
Settlement Service at any time upon notice to Administrative Agent, and
thereafter assignments and assumptions of the Loans and Commitments shall be
effected by the provisions otherwise set forth herein.

(ii) Acceptance by Administrative Agent; Recordation in Register. Upon
its receipt of an Assignment Agreement executed by an assigning Lender and an
assignee representing that it is an Eligible Assignee, together with the
processing and recordation fee referred to in subsection 10.1B(i) and any forms,
certificates or other evidence with respect to Tax matters that such assignee
may be required to deliver to Administrative Agent pursuant to subsection 3.1B,
Administrative Agent shall, if each of Administrative Agent and (to the extent
required by subsection 10.1B(i)) the Borrower has consented to the assignment
evidenced thereby (in each case to the extent such consent is required pursuant
to subsection 10.1B(i)), (a) accept such Assignment Agreement by executing a
counterpart thereof as provided therein (which acceptance shall evidence any
required

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consent of Administrative Agent to such assignment), (b) record the
information contained therein in the Register, and (c) give prompt notice
thereof to Borrower. Administrative Agent shall maintain a copy of each
applicable Assignment Agreement delivered to and accepted by it as provided in
this subsection 10.1B(ii).

With respect to any Lender, the transfer of the Commitments of such Lender
and the rights to the principal of, and interest on, any Loan made pursuant to
such Commitments shall not be effective until such transfer is recorded on the
Register maintained by Administrative Agent with respect to ownership of such
Commitments and Loans and prior to such recordation all amounts owing to the
transferor with respect to such Commitments and Loans shall remain owing to the
transferor. The registration of assignment or transfer of all or part of any
Commitments and Loans shall be recorded by Administrative Agent on the Register
upon and only upon the acceptance by Administrative Agent of a properly executed
and delivered Assignment Agreement pursuant to this subsection 10.1(B)(ii). Upon
such acceptance and recordation, the assignee specified therein shall be treated
as a Lender for all purposes of this Agreement. Coincident with the delivery of
such an Assignment Agreement to Administrative Agent for acceptance and
registration of assignment or transfer of all or part of a Loan, or as soon
thereafter as practicable, the assigning or transferor Lender shall surrender
the Note (if any) evidencing such Loan, and thereupon one or more new Notes in
the same aggregate principal amount shall be issued to the assigning or
transferor Lender and/or the new Lender at the request of any such Lender.

C. Participations. Any Lender may, without the consent of,
or notice to, Borrower or Administrative Agent, sell participations to one or
more Persons (other than a natural Person or Borrower or any of its Affiliates)
in all or a portion of such Lender153s rights and/or obligations under this
Agreement; provided that (i) such Lender153s obligations under this
Agreement shall remain unchanged, (ii) such Lender shall remain solely
responsible to the other parties hereto for the performance of such obligations
and (iii) Borrower, Administrative Agent and Lenders shall continue to deal
solely and directly with such Lender in connection with such Lender153s rights and
obligations under this Agreement. Any agreement or instrument pursuant to which
a Lender sells such a participation shall provide that such Lender shall retain
the sole right to enforce this Agreement and to approve any amendment,
modification or waiver of any provision of this Agreement; provided that
such agreement or instrument may provide that such Lender will not, without the
consent of the Participant, agree to any amendment, modification or waiver
directly affecting (a) the extension of the scheduled final maturity date of any
Loan allocated to such participation or (b) a reduction, or extension of time
for payment, of the principal amount of or the rate of interest payable on any
Loan allocated to such participation. Subject to the further provisions of this
subsection 10.1C, Borrower agrees that each Participant shall be entitled to the
benefits of subsections 2.6D and 3.1 to the same extent as if it were a Lender
and had acquired its interest by assignment pursuant to subsection 10.1B. To the
extent permitted by law, each Participant also shall be entitled to the benefits
of subsection 10.4 as though it were a Lender, provided such Participant agrees
to be subject to subsection 10.5 as though it were a Lender. A Participant shall
not be entitled to receive any greater payment under subsections 2.6D and 3.1
than the applicable Lender would have been entitled to receive, at the time of
the participation, with respect to the participation sold to such Participant
unless Borrower has given its prior

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written consent to the sale of the participation to such Participant and to
such greater payment. No Participant shall be entitled to the benefits of
subsection 3.1B unless Borrower is notified of the participation sold to such
Participant and such Participant agrees, for the benefit of Borrower, to provide
to the applicable Lender the forms described in subsection 3.1B as though it
were a Lender providing such forms to Borrower and agrees to be bound by the
provisions of subsection 3.2 as if it were a Lender. Each Lender that sells a
participation shall, acting solely for this purpose as a non-fiduciary agent of
Borrower, maintain a register on which it enters the name and address of each
Participant and the principal amounts (and stated interest) of each
Participant153s interest in the Loans or other obligations under the Loan
Documents owing to Borrower (the “Participant Register“);
provided that no Lender shall have any obligation to disclose all or any portion
of the Participant Register to any Person (including the identity of any
Participant or any information relating to a Participant153s interest in any
commitments, loans or its other obligations under any Loan Document) except to
the extent that such disclosure to such Person is necessary to establish to a
Governmental Authority that such commitment, loan or other obligation is in
registered form under Section 5f.103-1(c) of the United States Treasury
Regulations as a result of a request or inquiry by such Governmental Authority.
The entries in the Participant Register shall be conclusive absent manifest
error, and such Lender shall treat each Person whose name is recorded in the
Participant Register as the owner of such participation for all purposes of this
Agreement notwithstanding any notice to the contrary. For the avoidance of
doubt, each Lender shall be responsible for the indemnity under subsection
3.1B(iv) with respect to any payments made by such Lender to its Participant(s).

D. Pledges and Assignments to Federal Reserve Banks. Any
Lender may at any time pledge or assign security interest in all or any portion
of its Loans, and the other Obligations owed to such Lender, to secure
obligations of such Lender, including without limitation any pledge or
assignment to secure obligations to any Federal Reserve Bank; provided
that (i) no Lender shall be relieved of any of its obligations hereunder as a
result of any such assignment or pledge and (ii) in no event shall any assignee
or pledgee be considered to be a “Lender” or be entitled to require the
assigning Lender to take or omit to take any action hereunder.

E. Information. Each Lender may furnish any information
concerning Borrower and its Subsidiaries in the possession of that Lender from
time to time to assignees and participants (including prospective assignees and
participants), subject to subsection 10.17.

F. Agreements of Lenders. Each Lender listed on the
signature pages hereof hereby agrees, and each Lender that becomes a party
hereto pursuant to an Assignment Agreement shall be deemed to agree, (i) that it
is an Eligible Assignee described in clause (ii) of the definition thereof; (ii)
that it has experience and expertise in the making of or purchasing loans such
as the Loans; and (iii) that it will make or purchase Loans for its own account
in the ordinary course of its business and without a view to distribution of
such Loans within the meaning of the Securities Act or the Exchange Act or other
federal securities laws (it being understood that, subject to the provisions of
this subsection 10.1, the disposition of such Loans or any interests therein
shall at all times remain within its exclusive control).

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10.2

Expenses.

Whether or not the transactions contemplated hereby shall be consummated,
Borrower agrees to pay promptly (i) all the actual and reasonable out-of-pocket
costs and expenses of preparation of the Loan Documents; (ii) all the reasonable
costs of furnishing all opinions by counsel for Borrower (including without
limitation any opinions requested by Lenders as to any legal matters arising
hereunder) and of Borrower153s performance of and compliance with all agreements
and conditions on their parts to be performed or complied with under this
Agreement and the other Loan Documents; (iii) the reasonable fees, expenses and
disbursements of O153Melveny & Myers LLP (or any successor counsel) in
connection with the negotiation, preparation, execution and administration of
the Loan Documents and the Loans and any consents, amendments, waivers or other
modifications hereto or thereto and any other documents or matters requested by
Borrower; (iv) all other actual and reasonable out-of-pocket travel costs and
expenses incurred by Joint Bookrunners and out-of-pocket expenses paid to
Intralinks in connection with the primary syndication of the Commitments and the
negotiation, preparation and execution of the Loan Documents and the
transactions contemplated hereby and thereby; and (v) after the occurrence and
during the continuation of an Event of Default, all costs and expenses,
including reasonable attorneys153 fees and costs of settlement, incurred by any
Primary Agent or any Lender in enforcing any Obligations of or in collecting any
payments due from Borrower hereunder or under the other Loan Documents by reason
of such Event of Default or in connection with any refinancing or restructuring
of the credit arrangements provided under this Agreement in the nature of a
“work-out” or pursuant to any insolvency or bankruptcy proceedings.

10.3	Indemnity.

A. In addition to the payment of expenses pursuant to
subsection 10.2, whether or not the transactions contemplated hereby shall be
consummated, Borrower agrees to defend, indemnify, pay and hold harmless each of
Administrative Agent, Documentation Agent, Syndication Agent, Joint Bookrunners,
Joint Lead Arrangers and Lenders, and the officers, directors, employees, agents
and affiliates of each of Administrative Agent, Documentation Agent, Syndication
Agent, Joint Bookrunners, Joint Lead Arrangers and Lenders (collectively called
the “Indemnitees“) from and against any and all other
liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
claims, costs, expenses and disbursements of any kind or nature whatsoever
(including without limitation the reasonable fees and disbursements of counsel
for such Indemnitees in connection with any investigative, administrative or
judicial proceeding commenced or threatened by any Person, whether or not any
such Indemnitee shall be designated as a party or a potential party thereto),
whether direct, indirect or consequential and whether based on any federal,
state or foreign laws, statutes, rules or regulations (including without
limitation securities and commercial laws, statutes, rules or regulations and
Environmental Laws), on common law or equitable cause or on contract or
otherwise, that may be imposed on, incurred by, or asserted against any such
Indemnitee, in any manner relating to or arising out of this Agreement or the
other Loan Documents or the transactions contemplated hereby or thereby
(including without limitation Lenders153 agreement to make the Loans hereunder or
the use or intended use of the proceeds of any of the Loans) or the statements
contained in the commitment letter delivered by any Lender to Borrower with
respect thereto (collectively called

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the “Indemnified Liabilities“); provided that
Borrower shall not have any obligation to any Indemnitee hereunder with respect
to any Indemnified Liabilities to the extent such Indemnified Liabilities arise
solely from the gross negligence, willful misconduct or material breach of its
obligations under the Agreement and other Loan Documents, of that Indemnitee as
determined by a final judgment of a court of competent jurisdiction. To the
extent that the undertaking to defend, indemnify, pay and hold harmless set
forth in the preceding sentence may be unenforceable because it is violative of
any law or public policy, Borrower shall contribute the maximum portion that it
is permitted to pay and satisfy under applicable law to the payment and
satisfaction of all Indemnified Liabilities incurred by the Indemnitees or any
of them. This subsection 10.3 shall not apply to the extent that the Indemnified
Liabilities relate to any Taxes described in subsection 3.1.

B. To the fullest extent permitted by applicable law,
Borrower shall not assert, and hereby waives, any claim against any Indemnitees,
on any theory of liability, for special, indirect, consequential or incidental
damages (as opposed to direct or actual damages) arising out of, in connection
with, or as a result of, this Agreement or any agreement or instrument
contemplated hereby, the transactions contemplated hereby or thereby, any Loan
or the use of the proceeds thereof. No Indemnitee shall be liable for any
damages arising from the use by unintended recipients of any information or
other materials distributed by it through telecommunications, electronic or
other information transmission systems in connection with this Agreement or the
other Loan Documents or the transactions contemplated hereby or thereby, except
to the extent the liability of such Indemnitee results from such Indemnitee153s
gross negligence or willful misconduct (as determined by a court of competent
jurisdiction in a final and non appealable decision).

C. To the extent that Borrower for any reason fails to
indefeasibly pay any amount required under Section 10.2 or subsections 10.3A or
10.3B to be paid by it to any Agent (or any sub-agent thereof) or any Related
Party of any of the foregoing, each Lender severally agrees to pay to such Agent
(or any such sub-agent) or such Related Party, as the case may be, such Lender153s
Pro Rata Share (determined as of the time that the applicable unreimbursed
expense or indemnity payment is sought) of such unpaid amount, provided
that the unreimbursed expense or indemnified loss, claim, damage, liability or
related expense, as the case may be, was incurred by or asserted against any
Agent (or any such sub-agent) in its capacity as such, or against any Related
Party of any of the foregoing acting for such Agent (or any such sub-agent) in
connection with such capacity.

10.4

Set-Off.

In addition to any rights now or hereafter granted under applicable law and
not by way of limitation of any such rights, upon the occurrence of any Event of
Default each Lender is hereby authorized by Borrower at any time or from time to
time, without notice to Borrower or to any other Person, any such notice being
hereby expressly waived, to set off and to appropriate and to apply any and all
deposits (general or special, including, but not limited to, Indebtedness
evidenced by certificates of deposit, whether matured or unmatured, but not
including trust accounts) and any other Indebtedness at any time held or owing
by that Lender or any bank controlling that Lender to or for the credit or the
account of Borrower against and on account of

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the obligations and liabilities of Borrower to that Lender under this
Agreement and the other Loan Documents, including, but not limited to, all
claims of any nature or description arising out of or connected with this
Agreement or any other Loan Document, irrespective of whether or not (i) that
Lender shall have made any demand hereunder or (ii) the principal of or the
interest on the Loans or any other amounts due hereunder or any other Loan
Document shall have become due and payable pursuant to Section 8 and although
said obligations and liabilities, or any of them, may be contingent or
unmatured; provided that in the event that any Defaulting Lender shall
exercise any such right of set-off, (x) all amounts so set off shall be paid
over immediately to Administrative Agent for further application in accordance
with the provisions of subsection 2.7 and, pending such payment, shall be
segregated by such Defaulting Lender from its other funds and deemed held in
trust for the benefit of Administrative Agent and the Lenders, and (y) the
Defaulting Lender shall provide promptly to Administrative Agent a statement
describing in reasonable detail the Obligations owing to such Defaulting Lender
as to which it exercised such right of set-off. The rights of each Lender and
its respective Affiliates under this Section are in addition to other rights and
remedies (including other rights of set-off) that such Lender or its respective
Affiliates may have. Each Lender agrees to notify Borrower and Administrative
Agent promptly after any such set-off and application; provided that the failure
to give such notice shall not affect the validity of such set-off and
application.

10.5	Ratable Sharing.

Lenders hereby agree among themselves that if any of them shall, whether by
voluntary payment, by realization upon security, through the exercise of any
right of set-off or banker153s lien, by counterclaim or cross action or by the
enforcement of any right under the Loan Documents or otherwise, or as adequate
protection of a deposit treated as cash collateral under applicable Insolvency
Laws, receive payment or reduction of a proportion of the aggregate amount of
principal, interest, fees and other amounts then due and owing to that Lender
from Borrower hereunder or under the other Loan Documents (collectively, the
“Aggregate Amounts Due From Borrower” to such Lender) which is
greater than the proportion received by any other Lender in respect of the
Aggregate Amounts Due From Borrower then due to such other Lender, then the
Lender receiving such proportionately greater payment shall (i) notify
Administrative Agent and each other Lender of the receipt of such payment and
(ii) apply a portion of such payment to purchase participations (which it shall
be deemed to have purchased from each seller of a participation simultaneously
upon the receipt by such seller of its portion of such payment) in the Aggregate
Amounts Due From Borrower then due to the other Lenders so that all such
recoveries of Aggregate Amounts Due From Borrower then due shall be shared by
all Lenders in proportion to the Aggregate Amounts Due From Borrower then due to
them (as calculated prior to such recovery); provided that if all or part
of such proportionately greater payment received by such purchasing Lender is
thereafter recovered from such Lender upon the bankruptcy or reorganization of
Borrower or otherwise, those purchases shall be rescinded and the purchase
prices paid for such participations shall be returned to such purchasing Lender
ratably to the extent of such recovery, but without interest. Borrower expressly
consents to the foregoing arrangement and agrees that any holder of a
participation so purchased may exercise any and all rights of banker153s lien,
set-off or counterclaim with respect to any and all monies owing by Borrower to
that holder with respect thereto as fully as if that holder were owed the amount
of the participation held by that holder.

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10.6	Amendments and Waivers; Replacement of Banks.

A. Amendments and Waivers. No amendment, modification,
termination or waiver of any provision of this Agreement or of the Notes, or
consent to any departure by Borrower therefrom, shall in any event be effective
without the written concurrence of Requisite Lenders; provided that any
such amendment, modification, termination, waiver or consent which (i) increases
the amount of any of the Commitments or reduces the principal amount of any of
the Loans; (ii) changes any Lender153s Pro Rata Share (other than pursuant to
subsection 10.6B); (iii) changes in any manner the definition of “Requisite
Lenders”; (iv) changes in any manner any provision of this Agreement which, by
its terms, expressly requires the approval or concurrence of all Lenders; (v)
postpones the scheduled final maturity date of any of the Loans; (vi) postpones
the date on which any interest or any fees are payable (except in accordance
with the provisions of the last paragraph of Section 8); (vii) decreases the
interest rate borne by any of the Loans (other than any waiver of any increase
in the interest rate applicable to any of the Loans pursuant to subsection 2.2E)
or the amount of any fees payable hereunder; (viii) increases the maximum
duration of Interest Periods permitted hereunder; or (ix) changes in any manner
the provisions contained in subsection 8.1, 10.5 or this subsection 10.6, shall
be effective only if evidenced by a writing signed by or on behalf of all
Lenders with Obligations directly affected thereby. In addition, (i) any
amendment, modification, termination or waiver of any of the provisions
contained in Section 4 shall be effective only if evidenced by a writing signed
by or on behalf of Administrative Agent and Requisite Lenders, (ii) no
amendment, modification, termination or waiver of any provision of any Note
shall be effective without the written concurrence of the Lender which is the
holder of that Note, (iii) no amendment, modification, termination or waiver of
any provision of Section 9 or of any other provision of this Agreement which, by
its terms, expressly requires the approval or concurrence of Administrative
Agent shall be effective without the written concurrence of Administrative Agent
and (iv) no amendment, modification, termination or waiver of any provision
relating to subsection 10.1B(i) shall be effective without the written
concurrence of each Designating Lender all or any part of whose Loans are being
funded by an SPV at the time of such amendment, modification, termination or
waiver. Administrative Agent may, but shall have no obligation to, with the
concurrence of any Lender, execute amendments, modifications, waivers or
consents on behalf of that Lender. Any waiver or consent shall be effective only
in the specific instance and for the specific purpose for which it was given. No
notice to or demand on Borrower in any case shall entitle Borrower to any other
or further notice or demand in similar or other circumstances. Any amendment,
modification, termination, waiver or consent effected in accordance with this
subsection 10.6 shall be binding upon each Lender at the time outstanding, each
future Lender and, if signed by Borrower, on Borrower. Notwithstanding anything
to the contrary herein, no Defaulting Lender shall have any right to approve or
disapprove any amendment, waiver or consent hereunder (and any amendment, waiver
or consent which by its terms requires the consent of all Lenders or each
affected Lender may be effected with the consent of the applicable Lenders other
than Defaulting Lenders), except that (x) the Commitment of any Defaulting
Lender may not be increased or extended without the consent of such Lender and
(y) any waiver, amendment or modification requiring the consent of all Lenders
or each affected Lender that by its terms affects any Defaulting Lender more
adversely than other affected Lenders shall require the consent of such
Defaulting Lender.

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B. Replacement of Banks. If, in connection with any proposed
amendment, modification, termination, waiver or consent to any of the provisions
of this Agreement or the Notes as contemplated by clauses (i) through (ix) of
the proviso of the first sentence of subsection 10.6A, the consent of Requisite
Lenders is obtained but the consent of one or more of such other Lenders whose
consent is required is not obtained, then Borrower shall have the right, so long
as all non-consenting Lenders whose individual consent is required are treated
as described in either clause (i) or (ii) below, to either (i) replace each such
non-consenting Lender or Lenders pursuant to subsection 3.3 so long as at the
time of such replacement, each such replacement Lender consents to the proposed
amendment, modification, termination, waiver or consent, or (ii) terminate such
non-consenting Lender153s Commitments and repay in full its outstanding Loans and
all other amounts due hereunder in accordance with subsections 2.4B(iv) and
2.4B(v); provided that unless the Commitments that are terminated and the
Loans that are repaid pursuant to the preceding clause (ii) are immediately
replaced in full at such time through the addition of new Lenders or the
increase of the Commitments and/or outstanding Loans of existing Lenders (who in
each case must specifically consent thereto), then in the case of any action
pursuant to the preceding clause (ii), the Requisite Lenders (determined before
giving effect to the proposed action) shall specifically consent thereto;
provided further that, prior to the Commitment Termination Date,
Borrower shall not have the right to terminate any such non-consenting Lender153s
Commitment and repay in full its outstanding Loans pursuant to clause (ii) of
this subsection 10.6B if, immediately after the termination of such Lender153s
Commitments in accordance with subsection 2.4B(v), the Loan Exposure of all
Lenders would exceed the Commitments of all Lenders; provided
further that Borrower shall not have the right to replace a Lender solely
as a result of the exercise of such Lender153s rights (and the withholding of any
required consent by such Lender) pursuant to the second sentence of subsection
10.6A.

10.7	Independence of Covenants.

All covenants hereunder shall be given independent effect so that if a
particular action or condition is not permitted by any of such covenants, the
fact that it would be permitted by an exception to, or would otherwise be within
the limitations of, another covenant shall not avoid the occurrence of an Event
of Default or Potential Event of Default if such action is taken or condition
exists.

10.8	Notices; Platform.

A. Notices. Unless otherwise specifically provided herein,
any notice or other communication herein required or permitted to be given shall
be in writing and may be personally served, telexed or sent by fax or United
States mail or courier service and shall be deemed to have been given when
delivered in person or by courier service, upon receipt of fax or telex, or
three (3) Business Days after depositing it in the United States mail with
postage prepaid and properly addressed; provided that notices to each
Primary Agent shall not be effective until received. For the purposes hereof,
the address of each party hereto shall be as set forth under such party153s name
on the signature pages hereof or (i) as to Borrower and Primary Agents, such
other address as shall be designated by any such Person in a written notice
delivered to the other parties hereto and (ii) as to each other party, such
other address as shall be designated by such party in a written notice delivered
to Administrative Agent. Electronic mail

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and Internet and intranet websites may be used to distribute routine
communications, such as financial statements and other information as provided
in subsection 6.1. Each Primary Agent or Borrower may, in its discretion, agree
to accept notices and other communications to it hereunder by electronic
communications pursuant to procedures approved by it, provided that
approval of such procedures may be limited to particular notices or
communications.

Loan Documents and notices under or in connection with the Loan Documents may
be transmitted and/or signed by fax and by signatures delivered in PDF153 format
by electronic mail. The effectiveness of any such documents and signatures
(whether by counterpart or otherwise) shall, subject to applicable law, have the
same force and effect as an original copy with manual signatures and shall be
binding on Borrower, Agents and Lenders. Administrative Agent may also require
that any such documents and signatures be confirmed by a manually-signed copy
thereof; provided, however, that the failure to request or deliver
any such manually-signed copy shall not affect the effectiveness of any
facsimile document or signature.

B. Platform.

(i) Borrower agrees that Administrative Agent may, but shall not be obligated
to, make the Communications (as defined below) available to the Lenders by
posting the Communications on Debt Domain, Intralinks, Syndtrak or a
substantially similar electronic transmission system (the “Platform“).

(ii) The Platform is provided “as is” and “as available.” Administrative
Agent does not warrant the adequacy of the Platform and expressly disclaims
liability for errors or omissions in the Communications. No warranty of any
kind, express, implied or statutory, including, without limitation, any warranty
of merchantability, fitness for a particular purpose, non-infringement of
third-party rights or freedom from viruses or other code defects, is made by
Administrative Agent in connection with the Communications or the Platform. In
no event shall Administrative Agent have any liability to Borrower, any Lender
or any other Person or entity for damages of any kind, including, without
limitation, direct or indirect, special, incidental or consequential damages,
losses or expenses (whether in tort, contract or otherwise) arising out of
Borrower153s or Administrative Agent153s transmission of communications through the
Platform. “Communications” means, collectively, any notice, demand,
communication, information, document or other material that Borrower provides to
Administrative Agent pursuant to any Loan Document or the transactions
contemplated therein which is distributed to Administrative Agent or any Lender
by means of electronic communications pursuant to this subsection, including
through the Platform.

10.9	Survival of Representations, Warranties and Agreements.

A. All representations, warranties and agreements made
herein shall survive the execution and delivery of this Agreement and the making
of the Loans or other extensions of credit hereunder.

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B. Notwithstanding anything in this Agreement or implied by
law to the contrary, the agreements of Borrower set forth in subsections 2.6D,
3.1, 10.2 and 10.3 and the agreements of Lenders set forth in subsections 9.3,
10.3C and 10.5 shall survive the payment of the Loans and the termination of
this Agreement.

10.10

Failure or Indulgence Not Waiver; Remedies Cumulative.

No failure or delay on the part of any Agent or any Lender in the exercise of
any power, right or privilege hereunder or under any other Loan Document shall
impair such power, right or privilege or be construed to be a waiver of any
default or acquiescence therein, nor shall any single or partial exercise of any
such power, right or privilege preclude other or further exercise thereof or of
any other power, right or privilege. All rights and remedies existing under this
Agreement and the other Loan Documents are cumulative to, and not exclusive of,
any rights or remedies otherwise available.

10.11

Marshalling; Payments Set Aside.

Neither any Agent nor any Lender shall be under any obligation to marshal any
assets in favor of Borrower or any other party or against or in payment of any
or all of the Obligations. To the extent that Borrower makes a payment or
payments to any Agent or Lender (or to any Agent for the benefit of Lenders), or
any Agent or Lender enforces any security interest or exercises its rights of
set-off, and such payment or payments or the proceeds of such enforcement or
setoff or any part thereof are subsequently invalidated, declared to be
fraudulent or preferential, set aside and/or required to be repaid to a trustee,
receiver or any other party under any bankruptcy law, any other state or federal
law, common law or any equitable cause, then, to the extent of such recovery,
the obligation or part thereof originally intended to be satisfied, and all
Liens, rights and remedies therefor or related thereto, shall be revived and
continued in full force and effect as if such payment or payments had not been
made or such enforcement or setoff had not occurred.

10.12

Severability.

In case any provision in or obligation under this Agreement, or the Notes
shall be invalid, illegal or unenforceable in any jurisdiction, the validity,
legality and enforceability of the remaining provisions or obligations, or of
such provision or obligation in any other jurisdiction, shall not in any way be
affected or impaired thereby.

10.13

Obligations Several; Independent Nature of Lenders153 Rights and Borrower153s Obligations.

The obligations of Lenders hereunder are several and no Lender shall be
responsible for the obligations or Commitments of any other Lender hereunder.
Nothing contained herein or in any other Loan Document, and no action taken by
Lenders pursuant hereto or thereto, shall be deemed to constitute Lenders as a
partnership, an association, a joint venture or any other kind of entity. The
amounts payable at any time hereunder to each Lender shall be a separate and
independent debt, and, subject to Section 8, each Lender shall be entitled to
protect and enforce its rights arising out of this Agreement and it shall not be
necessary for any other Lender or Agent to be joined as an additional party in
any proceeding for such purpose.

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10.14

Headings.

Section and subsection headings in this Agreement are included herein for
convenience of reference only and shall not constitute a part of this Agreement
for any other purpose or be given any substantive effect.

10.15

Successors and Assigns.

This Agreement shall be binding upon the parties hereto and their respective
successors and assigns and shall inure to the benefit of the parties hereto and
the successors and assigns of Lenders (it being understood that Lenders153 rights
of assignment are subject to subsection 10.1). Borrower153s rights or obligations
hereunder or any interest therein may not be assigned or delegated by Borrower
without the prior written consent of all Lenders.

10.16

GOVERNING LAW; SUBMISSION TO JURISDICTION; VENUE; WAIVER OF JURY TRIAL

THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS AND THE RIGHTS AND OBLIGATIONS OF
THE PARTIES HEREUNDER AND THEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND
BE GOVERNED BY THE LAW OF THE STATE OF NEW YORK (WITHOUT REGARD TO CONFLICTS OF
LAW PRINCIPLES). ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT
OR ANY OTHER LOAN DOCUMENT SHALL BE BROUGHT IN THE COURTS OF THE STATE OF NEW
YORK OR OF THE UNITED STATES FOR THE SOUTHERN DISTRICT OF NEW YORK, IN EACH CASE
WHICH ARE LOCATED IN THE COUNTY OF NEW YORK, AND, BY EXECUTION AND DELIVERY OF
THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, BORROWER HEREBY IRREVOCABLY ACCEPTS
FOR ITSELF AND IN RESPECT OF ITS PROPERTY, GENERALLY AND UNCONDITIONALLY, THE
EXCLUSIVE JURISDICTION OF THE AFORESAID COURTS. BORROWER HEREBY FURTHER
IRREVOCABLY WAIVES ANY CLAIM THAT ANY SUCH COURTS LACK PERSONAL JURISDICTION
OVER BORROWER, AND AGREES NOT TO PLEAD OR CLAIM, IN ANY LEGAL ACTION PROCEEDING
WITH RESPECT TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT BROUGHT IN ANY OF THE
AFOREMENTIONED COURTS, THAT SUCH COURTS LACK PERSONAL JURISDICTION OVER
BORROWER. BORROWER FURTHER IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS OUT OF
ANY OF THE AFOREMENTIONED COURTS IN ANY SUCH ACTION OR PROCEEDING BY THE MAILING
OF COPIES THEREOF BY REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID, TO BORROWER
AT ITS ADDRESS SET FORTH OPPOSITE ITS SIGNATURE BELOW, SUCH SERVICE TO BECOME
EFFECTIVE 30 DAYS AFTER SUCH MAILING. BORROWER HEREBY IRREVOCABLY WAIVES ANY
OBJECTION TO SUCH SERVICE OF PROCESS AND FURTHER IRREVOCABLY WAIVES AND AGREES
NOT TO PLEAD OR CLAIM IN ANY ACTION OR PROCEEDING COMMENCED HEREUNDER OR UNDER
ANY OTHER

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LOAN DOCUMENT THAT SERVICE OF PROCESS WAS IN ANY WAY INVALID OR INEFFECTIVE.
NOTHING HEREIN SHALL AFFECT THE RIGHT OF ANY PRIMARY AGENT, ANY LENDER OR THE
HOLDER OF ANY NOTE TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR TO
COMMENCE LEGAL PROCEEDINGS OR OTHERWISE PROCEED AGAINST BORROWER IN ANY OTHER
JURISDICTION.

BORROWER HEREBY IRREVOCABLY WAIVES ANY OBJECTION WHICH IT MAY NOW OR
HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY OF THE AFORESAID ACTIONS OR
PROCEEDINGS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR ANY OTHER
LOAN DOCUMENT BROUGHT IN THE COURTS REFERRED TO ABOVE AND HEREBY FURTHER
IRREVOCABLY WAIVES AND AGREES NOT TO PLEAD OR CLAIM IN ANY SUCH COURT THAT ANY
SUCH ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN
INCONVENIENT FORUM.

EACH OF THE PARTIES TO THIS AGREEMENT HEREBY IRREVOCABLY WAIVES ALL RIGHT TO
A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR
RELATING TO THIS AGREEMENT, THE OTHER LOAN DOCUMENTS OR THE TRANSACTIONS
CONTEMPLATED HEREBY OR THEREBY.

10.17

Confidentiality.

A. Subject to the provisions of clause (B) of this
subsection 10.17, each Lender (whether, for the purposes of any references to
“Lender” in this subsection 10.17, in its capacity as a Lender or an Agent)
agrees that it will not disclose without the prior consent of Borrower (other
than to its employees, members, partners, officers, auditors, advisors or
counsel or to another Lender if such Lender or such Lender153s holding or parent
company in its sole discretion determines that any such party should have access
to such information, provided such Persons shall be subject to the provisions of
this subsection 10.17 to the same extent as such Lender) any information with
respect to Borrower or any of their Subsidiaries which was, or is now or in the
future, furnished pursuant to or in connection with this Agreement or any other
Loan Document, provided that any Lender may disclose any such information
(i) as has become generally available to the public other than by virtue of a
breach of this subsection 10.17A by the respective Lender, (ii) as may be
required in any report, statement or testimony submitted to any municipal, state
or Federal regulatory body having or claiming to have jurisdiction over such
Lender or to the Federal Reserve Board or the Federal Deposit Insurance
Corporation or similar organizations (whether in the United States or elsewhere)
or their successors, (iii) as may be required in respect to any summons or
subpoena or in connection with any litigation, (iv) in order to comply with any
law, order, regulation or ruling applicable to such Lender, (v) to
Administrative Agent, (vi) to any direct or indirect contractual counterparty in
any swap, hedge or similar agreement (or to any such contractual counterparty153s
professional advisor), so long as such contractual counterparty (or such
professional advisor) agrees to be bound by the provisions of this subsection
10.17 (or provisions at least as restrictive as those in this subsection 10.17)
and (vii) to any prospective or actual transferee or participant in connection
with any contemplated transfer or participation of any of the Notes or
Commitments or any interest therein by such

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Lender, provided that such prospective transferee or participant (as
applicable) agrees to be bound by the confidentiality provisions contained in
this subsection 10.17 (or provisions at least as restrictive as those in this
subsection 10.17).

B. Borrower hereby acknowledges and agrees that each Lender
may share with any of its affiliates and their respective agents and advisers,
and such affiliates may share with such Lender, any information related to
Borrower or any of its Subsidiaries (including, without limitation, any
non-public customer information regarding the creditworthiness of Borrower and
its Subsidiaries), provided such Persons shall be subject to the provisions of
this subsection 10.17 (or provisions at least as restrictive as those in this
subsection 10.17) to the same extent as such Lender.

10.18

Counterparts; Effectiveness.

(a) Counterparts; Integration; Effectiveness. This Agreement may be
executed in counterparts (and by different parties hereto in different
counterparts), each of which shall constitute an original or copy (as the case
may be), but all of which when taken together shall constitute a single
contract. This Agreement and the other Loan Documents, and any separate letter
agreements with respect to fees payable to the Agent, constitute the entire
contract among the parties relating to the subject matter hereof and supersede
any and all previous agreements and understandings, oral or written, relating to
the subject matter hereof. Except as provided in subsection 4.2, this Agreement
shall become effective when it shall have been executed by Administrative Agent
and when Administrative Agent shall have received counterparts hereof that, when
taken together, bear the signatures of each of the other parties hereto.
Delivery of an executed counterpart of a signature page of this Agreement by
facsimile or in electronic (i.e., “pdf” or “tif”) format shall be effective as
delivery of a manually executed counterpart of this Agreement.

(b) Electronic Execution of Assignments. The words “execution,”
“signed,” “signature,” and words of like import in any Assignment and Assumption
shall be deemed to include electronic signatures or the keeping of records in
electronic form, each of which shall be of the same legal effect, validity or
enforceability as a manually executed signature or the use of a paper-based
recordkeeping system, as the case may be, to the extent and as provided for in
any applicable law, including the Federal Electronic Signatures in Global and
National Commerce Act, the New York State Electronic Signatures and Records Act,
or any other similar state laws based on the Uniform Electronic Transactions
Act.

10.19

USA Patriot Act.

Each Lender hereby notifies Borrower that pursuant to the requirements of the
USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001))
(the “Act“), it is required to obtain, verify and record
information that identifies Borrower, which information includes the name and
address of Borrower and other information that will allow such Lender to
identify Borrower in accordance with the Act.

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10.20

No Fiduciary Responsibility.

In connection with all aspects of each transaction contemplated hereby
(including in connection with any amendment, waiver or other modification hereof
or of any other Loan Document), Borrower acknowledges and agrees that: (a) (i)
the arranging of the Commitments and Loans, and provision of other services, in
connection with this Agreement are arm153s-length commercial transactions between
Borrower, on the one hand, and the Lenders and the Agents, on the other hand,
(ii) Borrower has consulted its own legal, accounting, regulatory and tax
advisors to the extent it has deemed appropriate, and (iii) Borrower is capable
of evaluating, and understand and accept, the terms, risks and conditions of the
transactions contemplated hereby and by the other Loan Documents; (b) (i) each
of the Lenders and the Agents has been, is, and will be acting solely as a
principal and, except as otherwise expressly agreed in writing by the relevant
parties, has not been, is not, and will not be acting as an advisor, agent or
fiduciary for Borrower, any of its Affiliates or any other person or entity and
(ii) no Lender or Agent has any obligation to Borrower or its Affiliates with
respect to the transactions contemplated hereby except those obligations
expressly set forth herein and in the other Loan Documents; and (c) each of the
Lenders, Agents and their respective Affiliates may be engaged in a broad range
of transactions that involve interests that differ from Borrower and its
Affiliates, and none of the Lenders or Agents have any obligation to disclose
any of such interests to Borrower or its Affiliates. To the fullest extent
permitted by law, Borrower hereby waives and releases any claims that it may
have against any of the Lenders or Agents with respect to any breach or alleged
breach of agency or fiduciary duty in connection with any aspect of any
transaction contemplated hereby.

[Remainder of page intentionally left blank]

		79		SAFEWAY TERM CREDIT AGREEMENT

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IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed and delivered by their respective officers
thereunto duly authorized as of the date first written above.

BORROWER: SAFEWAY INC.

By:		/s/ MELISSA C. PLAISANCE
		Name: Melissa C. Plaisance
		Title: Senior Vice President, Finance and Investor Relations
Notice Address:
Safeway Inc.
5918 Stoneridge Mall Road
Pleasanton, California 94588
Fax: (925) 467-3270
Email: melissa.plaisance@safeway.com; brad.fox@safeway.com
Website: www.safeway.com
Attention: Ms. Melissa Plaisance and Mr. Bradley S. Fox

				SAFEWAY TERM CREDIT AGREEMENT

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IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed and delivered by their respective officers
thereunto duly authorized as of the date first written above.

BANK OF AMERICA, N.A.,
as Administrative Agent, Syndication Agent and Lender
By:		/s/ JAIME ENG
		Name: Jaime Eng
		Title: Vice President
Notice Address:
One Bryant Park, 34th Floor
New York, NY 10036
Fax: 415-796-1253
Email: jaime.eng@baml.com
Attention: Ms. Jaime Eng

				SAFEWAY TERM CREDIT AGREEMENT

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IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed and delivered by their respective officers
thereunto duly authorized as of the date first written above.

MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED,
as Joint Bookrunner and Joint Lead Arranger
By:		/s/ WAJEEH FAHEEM
		Name: Wajeeh Faheem
		Title: Managing Director
Notice Address:
One Bryant Park, 8th Floor
New York, NY 10036
Fax: 917-267-7168
Email: wajeeh.faheem@baml.com
Attention: Mr. Wajeeh Faheem

				SAFEWAY TERM CREDIT AGREEMENT

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IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed and delivered by their respective officers
thereunto duly authorized as of the date first written above.

J.P. MORGAN SECURITIES LLC,
as Joint Bookrunner and Joint Lead Arranger
By:		/s/ THOMAS D. CASSIN
		Name: Thomas D. Cassin
		Title: Managing Director
Notice Address:
383 Madison Avenue, 27th Floor
New York, NY 10179
Fax: 212-270-1063
Email: thomas.gsf.delaney@jpmchase.com
Attention: Mr. Thomas Delaney

				SAFEWAY TERM CREDIT AGREEMENT

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IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed and delivered by their respective officers
thereunto duly authorized as of the date first written above.

GOLDMAN SACHS BANK USA,
as Lender and Documentation Agent
By:		/s/ MARK WALTON
		Name: Mark Walton
		Title: Authorized Signatory
Notice Address:
Fax:
Email:
Attention:

				SAFEWAY TERM CREDIT AGREEMENT

---

IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed and delivered by their respective officers
thereunto duly authorized as of the date first written above.

JPMORGAN CHASE BANK, N.A.,
as Lender and Syndication Agent
By:		/s/ SARAH L. FREEDMAN
		Name: Sarah L. Freedman
		Title: Vice President
Notice Address:
383 Madison Avenue, 24th Floor
New York, NY 10179
Fax: 212-270-6637
Email: Jocelyn.t.shields@jpmorgan.com
Attention: Ms. Jocelyn Shields

				SAFEWAY TERM CREDIT AGREEMENT

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IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed and delivered by their respective officers
thereunto duly authorized as of the date first written above.

Wells Fargo Bank, N.A.,
as Lender
By:		/s/ GAVIN HOLLES
		Name: Gavin Holles
		Title: Managing Director

Notice Address:		550 California Street, 10th Floor
		MAC A0112-101
		San Francisco, CA 94104
Fax: 415-837-0610
Email: gavin.s.holles@wellsfargo.com
Attention: Gavin Holles

				SAFEWAY CREDIT AGREEMENT

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IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed and delivered by their respective officers
thereunto duly authorized as of the date first written above.

U.S. Bank National Association,
as Lender
By:		/s/ JANET E. JORDAN
		Name: Janet E. Jordan
		Title: Senior Vice President
Notice Address:
PD-OR-P4CB
555 SW Oak St., #400
Portland, OR 09204
Fax: 503-275-5428
Email: conan.schleicher@usbank.com
Attention: Conan Schleicher

				SAFEWAY CREDIT AGREEMENT

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IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed and delivered by their respective officers
thereunto duly authorized as of the date first written above.

Credit Suisse AG, Cayman Islands Branch,
as Lender
By:		/s/ DOREEN BARR
		Name: Doreen Barr
		Title: Director
By:		/s/ SANJA GAZAHI
		Name: Sanja Gazahi
		Title: Associate
Notice Address:
7033 Louis Stephens Drive
PO Box 110047
Research Triangle Park, NC 27709
Fax: (212) 322-2291
Email: agency.loanops@credit-suisse.com
Attention: Anna Green

				SAFEWAY CREDIT AGREEMENT

---

IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed and delivered by their respective officers
thereunto duly authorized as of the date first written above.

THE ROYAL BANK OF SCOTLAND PLC,
as Lender
By:		/s/ TIMOTHY J. MCNAUGHT
		Name: Timothy J. McNaught
		Title: Managing Director
Notice Address:
Fax: 203-873-5019
Email: GBMUSOCLendingOperations@rbs.com
Attention: Mark Woodhead

				SAFEWAY CREDIT AGREEMENT

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IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed and delivered by their respective officers
thereunto duly authorized as of the date first written above.

Canadian Imperial Bank of Commerce
New York Agency,
as Lender
By:		/s/ DOMINIC J. SORRESSO
		Name: Dominic J. Sorresso
		Title: Executive Director
By:		/s/ EOIN ROCHE
		Name: EOIN ROCHE
		Title: Executive Director
Notice Address:
Fax: 212-856-3761
Email: dominic.sorresso@us.cibc.com
Attention: Dominic Sorresso

				SAFEWAY CREDIT AGREEMENT

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IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed and delivered by their respective officers
thereunto duly authorized as of the date first written above.

Farm Credit Bank of Texas,
as Lender
By:		/s/ LUIS M.H. REQUEJO
		Name: Luis M.H. Requejo
		Title: Director Capital Markets
Notice Address: 4801 Plaza on the Lake Drive, Austin TX 78746
Fax: (512) 233-0790
Email: luis.requejo@farmcreditbank.com
Attention: Legal Documentation : Luis M.H. Requejo
Operation Documentation : Sarah Shumate

				SAFEWAY CREDIT AGREEMENT

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IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed and delivered by their respective officers
thereunto duly authorized as of the date first written above.

COBANK, ACB,
as Lender
By:		/s/ RICK METZGER
		Name: Rick Metzger
		Title: Vice President
Notice Address:
5500 S. Quebec Street
Greenwood Village, CO 80111
Email: rmetzger@cobank.com
Attention: Rick Metzger

				SAFEWAY CREDIT AGREEMENT

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IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed and delivered by their respective officers
thereunto duly authorized as of the date first written above.

First Hawaiian Bank,
as Lender
By:		/s/ SUSAN TAKEDA
		Name: Susan Takeda
		Title: Vice President
Notice Address: 999 Bishop Street; 11th Floor; Honolulu, Hi 96813
Fax: 808.525.6200
Email: stakeda@fhb.com
Attention: Susan Takeda

				SAFEWAY CREDIT AGREEMENT

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IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed and delivered by their respective officers
thereunto duly authorized as of the date first written above.

Bank of the West,
as Lender
By:		/s/ PHITSANU J. KOCHAPHUM
		Name: Phitsanu J. Kochaphum
		Title: Senior Vice President
Notice Address: 2527 Camino Ramon
NC-B07-3D-G
San Ramon, CA 94583
Fax: 925-843-9980
Email: jojo.kochaphum@bankofthewest.com
Attention: Phitsanu J. Kochaphum

				SAFEWAY CREDIT AGREEMENT

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IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed and delivered by their respective officers
thereunto duly authorized as of the date first written above.

Toronto Dominion (Texas) LLC,
as Lender
By:		/s/ KELLY HUNDAL
		Name: Kelly Hundal
		Title: Authorized Signatory
Notice Address: 31 W. 52nd Street, New York, NY 10019, U.S.A.
Fax: 212-827-7232
Email: betty.chang@tdsecurities.com
Attention: Betty Chang

				SAFEWAY CREDIT AGREEMENT

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IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed and delivered by their respective officers
thereunto duly authorized as of the date first written above.

Union Bank N.A.,
as Lender
By:		/s/ CHARLES CORBISIERO
		Name: Charles Corbisiero
		Title: SVP
Notice Address: Union Bank, NA; 222 W Adams Suite 18 Chicago IL 60606
Fax: 312 601 3955
Email: Thomas.Lass@Unionbank.com
Attention: Tom Lass

				SAFEWAY CREDIT AGREEMENT

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IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed and delivered by their respective officers
thereunto duly authorized as of the date first written above.

The Northern Trust Company,
as Lender
By:		/s/ JOHN LASCODY
		Name: John Lascody
		Title: Second Vice President
Notice Address:
Fax: (312) 557-1425
Email: JL98@ntrs.com
Attention: John Lascody

				SAFEWAY CREDIT AGREEMENT

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IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed and delivered by their respective officers
thereunto duly authorized as of the date first written above.

AgFirst Farm Credit Bank,
as Lender
By:		/s/ MATTHEW H. JEFFORDS
		Name: Matthew H. Jeffords
		Title: Asst. Vice President
Notice Address: 1401 Hampton Street, Columbia, SC 29201
Fax: 803-254-4219
Email: mjeffords-servicing@agfirst.com
Attention: Matt Jeffords

				SAFEWAY CREDIT AGREEMENT

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IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed and delivered by their respective officers
thereunto duly authorized as of the date first written above.

COMERICA BANK,
as Lender
By:		/s/ STEVE D. CLEAR
		Name:_Steve D. Clear
		Title:_Vice President
Notice Address: 611 Anton Blvd., Costa Mesa, Ca 92626
Fax: (714) 433-3236
Email: sdclear@comerica.com
Attention: Steve D. Clear

				SAFEWAY CREDIT AGREEMENT

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IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed and delivered by their respective officers
thereunto duly authorized as of the date first written above.

THE CHIBA BANK, LTD., NEW YORK BRANCH,
as Lender
By:		/s/ YUKIHITO INAMURA
		Name: Yukihito Inamura
		Title: General Manager
Notice Address:
Fax: 212-354-8575
Email: caugust@chibabank.co.jp
Attention: Carmen A. Augustino

				SAFEWAY CREDIT AGREEMENT

---