{"id":40848,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/officers-certificate-opinion-on-notes-issued-under-indenture.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"officers-certificate-opinion-on-notes-issued-under-indenture","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/corporate\/officers-certificate-opinion-on-notes-issued-under-indenture.html","title":{"rendered":"Officers&#8217; Certificate &#8211; Opinion on Notes Issued Under Indenture &#8211; Safeway Inc."},"content":{"rendered":"<p align=\"center\"><strong>SAFEWAY INC. <\/strong><\/p>\n<p align=\"center\">OFFICERS153 CERTIFICATE PURSUANT TO<\/p>\n<p align=\"center\">SECTIONS 2.2 AND 10.4 OF THE INDENTURE<\/p>\n<p align=\"center\">December 5, 2011<\/p>\n<p>Steven A. Burd and Bradley S. Fox do hereby certify that they are the<br \/>\nPresident and Chief Executive Officer, and the Vice President and Treasurer,<br \/>\nrespectively, of Safeway Inc., a Delaware corporation (the &#8220;<u>Company<\/u>&#8220;),<br \/>\nand do further certify, pursuant to resolutions of the Board of Directors of the<br \/>\nCompany adopted on October 19, 2011 (the &#8220;<u>Resolutions<\/u>&#8220;), and in<br \/>\naccordance with Sections 2.2 and 10.4 of the Indenture (the &#8220;<u>Indenture<\/u>&#8220;)<br \/>\ndated as of September 10, 1997 between the Company and The Bank of New York<br \/>\nMellon Trust Company, N.A., formerly known as The Bank of New York Trust<br \/>\nCompany, N.A., as successor to The Bank of New York, as trustee (the<br \/>\n&#8220;<u>Trustee<\/u>&#8220;), as follows:<\/p>\n<p>1. Attached hereto as <u>Annex A<\/u> is a true and correct copy of a specimen<br \/>\nnote (the &#8220;<u>Form of Note<\/u>&#8220;) representing the Company153s 3.400% Notes Due<br \/>\n2016 (the &#8220;<u>Notes<\/u>&#8220;). The Notes are a separate series of Securities under<br \/>\nthe Indenture.<\/p>\n<p>The Company is issuing initially $400 million in aggregate principal amount<br \/>\nof the Notes. The Company may issue additional Notes from time to time after the<br \/>\ndate hereof, and such additional Notes will be treated as a single class with<br \/>\nthe previously issued Notes for all purposes under the Indenture. No additional<br \/>\nNotes may be issued if an Event of Default has occurred with respect to such<br \/>\nNotes.<\/p>\n<p>2. The Form of Note sets forth certain of the terms required to be set forth<br \/>\nin this certificate pursuant to Section 2.2 of the Indenture, and said terms are<br \/>\nincorporated herein by reference. The Notes were offered at an initial public<br \/>\noffering price of 99.946% of the principal amount thereof.<\/p>\n<p>3. In addition to the covenants set forth in Article IV of the Indenture, the<br \/>\nNotes shall include the following additional covenants, and such additional<br \/>\ncovenants shall be subject to covenant defeasance pursuant to Section 8.4 of the<br \/>\nIndenture:<\/p>\n<p>&#8220;Section 4.7 <u>Limitation on Liens<\/u>.<\/p>\n<p>The Company shall not, nor shall it permit any of its Subsidiaries to,<br \/>\ncreate, incur, or permit to exist, any Lien on any of their respective<br \/>\nproperties or assets, whether now owned or hereafter acquired, or upon any<br \/>\nincome or profits therefrom, in order to secure any Indebtedness of the Company,<br \/>\nwithout effectively providing that the Notes shall be equally and ratably<br \/>\nsecured until such time as such Indebtedness is no longer secured by such Lien,<br \/>\nexcept: (i) Liens existing as of December 5, 2011 (the &#8220;<u>Closing Date<\/u>&#8220;);<br \/>\n(ii) Liens granted after the Closing Date on any assets or properties of the<br \/>\nCompany or any of its Subsidiaries securing Indebtedness of the Company created<br \/>\nin favor of the Holders of the Notes; (iii) Liens securing Indebtedness of the<br \/>\nCompany which is incurred to extend, renew or refinance Indebtedness which is<br \/>\nsecured by Liens permitted to be incurred under the Indenture; provided that<br \/>\nsuch Liens do not extend to or cover any property or assets of the Company or<br \/>\nany of its Subsidiaries other than the property or assets securing the<br \/>\nIndebtedness being refinanced and that the principal amount of such Indebtedness<br \/>\ndoes not exceed the principal amount of the Indebtedness being refinanced; (iv)<br \/>\nPermitted Liens; and (v) Liens created in substitution of or as replacements for<br \/>\nany Liens permitted by the preceding clauses (i) through (iv), provided that,<br \/>\nbased on a good faith<\/p>\n<hr>\n<p>determination of an officer of the Company, the property or asset encumbered<br \/>\nunder any such substitute or replacement Lien is substantially similar in nature<br \/>\nto the property or asset encumbered by the otherwise permitted Lien which is<br \/>\nbeing replaced.<\/p>\n<p>Notwithstanding the foregoing, the Company and any Subsidiary of the Company<br \/>\nmay, without securing the Notes, create, incur or permit to exist Liens which<br \/>\nwould otherwise be subject to the restrictions set forth in the preceding<br \/>\nparagraph, if after giving effect thereto and at the time of determination,<br \/>\nExempted Debt does not exceed the greater of (i) 10% of Consolidated Net<br \/>\nTangible Assets or (ii) $350,000,000.<\/p>\n<p>Section 4.8 <u>Limitation on Sale and Lease-Back Transactions.<\/u><\/p>\n<p>The Company shall not, nor shall it permit any of its Subsidiaries to, enter<br \/>\ninto any sale and lease-back transaction for the sale and leasing back of any<br \/>\nproperty or asset, whether now owned or hereafter acquired, of the Company or<br \/>\nany of its Subsidiaries (except such transactions (i) entered into prior to the<br \/>\nClosing Date or (ii) for the sale and leasing back of any property or asset by a<br \/>\nSubsidiary of the Company to the Company or (iii) involving leases for less than<br \/>\nthree years or (iv) in which the lease for the property or asset is entered into<br \/>\nwithin 120 days after the later of the date of acquisition, completion of<br \/>\nconstruction or commencement of full operations of such property or asset)<br \/>\nunless (a) the Company or such Subsidiary would be entitled under Section 4.7 to<br \/>\ncreate, incur or permit to exist a Lien on the assets to be leased in an amount<br \/>\nat least equal to the Attributable Liens in respect of such transaction without<br \/>\nequally and ratably securing the Notes or (b) the proceeds of the sale of the<br \/>\nassets to be leased are at least equal to their fair market value and the<br \/>\nproceeds are applied to the purchase or acquisition (or in the case of real<br \/>\nproperty, the construction) of assets or to the repayment of Indebtedness of the<br \/>\nCompany or a Subsidiary of the Company which by its terms matures not earlier<br \/>\nthan one year after the date of such repayment.<\/p>\n<p>Section 4.9 <u>Offer to Purchase Upon Change of Control Triggering Event<\/u>\n<\/p>\n<p>If a Change of Control Triggering Event occurs, unless the Company has<br \/>\nexercised its option to redeem the Notes as described in the Notes, the Company<br \/>\nwill make an offer (the &#8220;Change of Control Offer&#8221;) to each Holder of the Notes<br \/>\nto repurchase all or any part (equal to $2,000 or an integral multiple of $1,000<br \/>\nin excess thereof) of that Holder153s Notes. In the Change of Control Offer, the<br \/>\nCompany will offer payment in cash equal to 101% of the aggregate principal<br \/>\namount of Notes repurchased, plus accrued and unpaid interest, if any, on the<br \/>\nNotes repurchased to the date of repurchase (the &#8220;Change of Control Payment&#8221;).<br \/>\nWithin 30 days following any Change of Control Triggering Event or, at the<br \/>\nCompany153s option, prior to any Change of Control, but after public announcement<br \/>\nof the transaction that constitutes or may constitute the Change of Control, the<br \/>\nCompany will mail a notice to Holders of the Notes describing the transaction<br \/>\nthat constitutes or may constitute the Change of Control Triggering Event and<br \/>\noffering to repurchase the Notes on the date specified in the notice, which date<br \/>\nwill be no earlier than 30 days and no later than 60 days from the date such<br \/>\nnotice is mailed (the &#8220;Change of Control Payment Date&#8221;). The notice will, if<br \/>\nmailed prior to the date of consummation of the Change of Control, state that<br \/>\nthe offer to purchase is conditioned on the Change of Control Triggering Event<br \/>\noccurring on or prior to the Change of Control Payment Date.<\/p>\n<p>On the Change of Control Payment Date, the Company will, to the extent<br \/>\nlawful:<\/p>\n<p>(i) accept for payment all Notes or portions of Notes properly tendered<br \/>\npursuant to the Change of Control Offer;<\/p>\n<p align=\"center\">2<\/p>\n<hr>\n<p>(ii) deposit with the Paying Agent an amount equal to the Change of Control<br \/>\nPayment in respect of all Notes or portions of Notes properly tendered; and<\/p>\n<p>(iii) deliver or cause to be delivered to the Trustee the Notes properly<br \/>\naccepted together with an Officers153 Certificate stating the aggregate principal<br \/>\namount of Notes or portions of Notes being repurchased.<\/p>\n<p>The Company will not be required to make a Change of Control Offer upon the<br \/>\noccurrence of a Change of Control Triggering Event if a third party makes such<br \/>\nan offer in the manner, at the times and otherwise in compliance with the<br \/>\nrequirements for an offer made by the Company and the third party repurchases<br \/>\nall Notes properly tendered and not withdrawn under its offer. In addition, the<br \/>\nCompany will not repurchase any Notes if there has occurred and is continuing on<br \/>\nthe Change of Control Payment Date an Event of Default under this Indenture,<br \/>\nother than a default in the payment of the Change of Control Payment upon a<br \/>\nChange of Control Triggering Event.<\/p>\n<p>The Paying Agent will promptly pay to each Holder of Notes so tendered the<br \/>\nChange of Control Payment for such Notes, and the Trustee will promptly<br \/>\nauthenticate and mail (or cause to be transferred by book entry) to each Holder<br \/>\na new Note equal in principal amount to any unpurchased portion of the Notes<br \/>\nsurrendered, if any; provided that each such new Note will be in a principal<br \/>\namount of $2,000 or an integral multiple of $1,000 in excess thereof.<\/p>\n<p>The Company will comply with the requirements of Rule 14e-1 under the<br \/>\nExchange Act and any other securities laws and regulations thereunder to the<br \/>\nextent those laws and regulations are applicable in connection with the<br \/>\nrepurchase of the Notes as a result of a Change of Control Triggering Event. To<br \/>\nthe extent that the provisions of any such securities laws or regulations<br \/>\nconflict with the Change of Control Offer provisions of the Notes, the Company<br \/>\nwill comply with those securities laws and regulations and will not be deemed to<br \/>\nhave breached its obligations hereunder by virtue of any such conflict.&#8221;<\/p>\n<p>4. In addition to the Events of Default set forth in Section 6.1 of the<br \/>\nIndenture, the Notes shall include the following additional Event of Default,<br \/>\nwhich shall be deemed an Event of Default under Section 6.1(g) of the Indenture:\n<\/p>\n<p>&#8220;acceleration of $150,000,000 or more, individually or in the aggregate, in<br \/>\nprincipal amount of Indebtedness of the Company under the terms of the<br \/>\ninstrument under which such Indebtedness is issued or secured, except as a<br \/>\nresult of compliance with applicable laws, orders or decrees, if such<br \/>\nIndebtedness shall not have been discharged or such acceleration is not annulled<br \/>\nwithin 10 days after written notice.&#8221;<\/p>\n<p>5. In addition to the definitions set forth in Article I of the Indenture,<br \/>\nthe Notes shall include the following additional definitions, which, in the<br \/>\nevent of a conflict with the definition of terms in the Indenture, shall<br \/>\ncontrol:<\/p>\n<p>&#8220;Attributable Liens&#8221; means in connection with a sale and lease-back<br \/>\ntransaction the lesser of (a) the fair market value of the assets subject to<br \/>\nsuch transaction and (b) the present value (discounted at a rate per annum equal<br \/>\nto the average interest borne by all outstanding Securities issued under the<br \/>\nIndenture determined on a weighted average basis and compounded semi-annually)<br \/>\nof the obligations of the lessee for rental payments during the term of the<br \/>\nrelated lease.<\/p>\n<p align=\"center\">3<\/p>\n<hr>\n<p>&#8220;Bank Credit Agreement&#8221; means the Credit Agreement as of June 1, 2011, by and<br \/>\namong Safeway Inc. and Canada Safeway Limited, as borrowers, Merrill Lynch,<br \/>\nPierce, Fenner &amp; Smith Incorporated and JP Morgan Securities, Inc., as joint<br \/>\nlead arrangers and joint bookrunners, Deutsche Bank AG New York Branch, as<br \/>\ndomestic administrative agent, Deutsche Bank AG Canada Branch as Canadian<br \/>\nadministrative agent, Deutsche Bank Securities Inc., BNP Paribas Securities<br \/>\nCorp., U.S. Bank National Association and Wells Fargo Securities, LLC, as joint<br \/>\nlead arrangers, Bank of America, N.A. and JPMorgan Chase Bank, N.A. as<br \/>\nsyndication agents, BNP Paribas, U.S. Bank National Association and Wells Fargo<br \/>\nBank, National Association, as documentation agents, and the lenders that are<br \/>\nparties thereto, as such agreement may be amended (including any amendment,<br \/>\nrestatement, refinancing and successors thereof), supplemented or otherwise<br \/>\nmodified from time to time, including any increase in the principal amount of<br \/>\nthe obligations thereunder.<\/p>\n<p>&#8220;Capital Lease&#8221; means any Indebtedness represented by a lease obligation of a<br \/>\nperson incurred with respect to real property or equipment acquired or leased by<br \/>\nsuch person and used in its business that is required to be recorded as a<br \/>\ncapital lease in accordance with GAAP.<\/p>\n<p>&#8220;Change of Control&#8221; means the occurrence of any of the following: (1) the<br \/>\ndirect or indirect sale, transfer, conveyance or other disposition (other than<br \/>\nby way of merger or consolidation), in one or a series of related transactions,<br \/>\nof all or substantially all of the Company153s properties or assets and those of<br \/>\nits Subsidiaries taken as a whole to any &#8220;person&#8221; (as that term is used in<br \/>\nSection 13(d)(3) of the Exchange Act) other than the Company or one of its<br \/>\nSubsidiaries; (2) the consummation of any transaction (including, without<br \/>\nlimitation, any merger or consolidation) the result of which is that any<br \/>\n&#8220;person&#8221; (as that term is used in Section 13(d)(3) of the Exchange Act) (other<br \/>\nthan the Company or one of its Subsidiaries) becomes the beneficial owner (as<br \/>\ndefined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or<br \/>\nindirectly, of more than 50% of the Company153s Voting Stock or other Voting Stock<br \/>\ninto which the Company153s Voting Stock is reclassified, consolidated, exchanged<br \/>\nor changed, measured by voting power rather than number of shares; or (3) the<br \/>\nfirst day on which a majority of the members of the Board of Directors are not<br \/>\nContinuing Directors. Notwithstanding the foregoing, a transaction will not be<br \/>\ndeemed to involve a Change of Control if (1) the Company becomes a direct or<br \/>\nindirect wholly-owned Subsidiary of a holding company and (2)(A) the direct or<br \/>\nindirect holders of the Voting Stock of such holding company immediately<br \/>\nfollowing that transaction are substantially the same as the holders of the<br \/>\nCompany153s Voting Stock immediately prior to that transaction or (B) immediately<br \/>\nfollowing that transaction no person (other than a holding company satisfying<br \/>\nthe requirements of this sentence) is the beneficial owner, directly or<br \/>\nindirectly, of more than 50% of the Voting Stock of such holding company.<\/p>\n<p>&#8220;Change of Control Triggering Event&#8221; means the occurrence of both a Change of<br \/>\nControl and a Rating Event.<\/p>\n<p>&#8220;Consolidated Net Tangible Assets&#8221; means the total amount of assets of the<br \/>\nCompany and its Subsidiaries (less applicable depreciation, amortization and<br \/>\nother valuation reserves) after deducting therefrom (i) all current liabilities<br \/>\nof the Company and its Subsidiaries and (ii) all goodwill, trade names,<br \/>\ntrademarks, patents, unamortized debt discount and expenses and other like<br \/>\nintangibles, determined on a consolidated basis in accordance with GAAP.<\/p>\n<p>&#8220;Continuing Directors&#8221; means, as of any date of determination, any member of<br \/>\nthe Board of Directors who (1) was a member of the Board of Directors on the<br \/>\ndate the Notes were issued or (2) was nominated for election, elected or<br \/>\nappointed to the Board of Directors with the approval of a majority of the<br \/>\nContinuing Directors who were members of the Board of Directors at the times of<br \/>\nsuch nomination, election or appointment (either by a specific vote or by<br \/>\napproval of the<\/p>\n<p align=\"center\">4<\/p>\n<hr>\n<p>Company153s proxy statement in which such member was named as a nominee for<br \/>\nelection as a director, without objection to such nomination).<\/p>\n<p>&#8220;Currency Agreement&#8221; means any foreign exchange contract, currency swap<br \/>\nagreement or other similar agreement or arrangement designed to protect the<br \/>\nCompany or any of its Subsidiaries against fluctuations in currency values.<\/p>\n<p>&#8220;Exempted Debt&#8221; means the sum of the following as of the date of<br \/>\ndetermination: (i) Indebtedness of the Company incurred after the Closing Date<br \/>\nand secured by Liens not otherwise permitted by the first sentence under Section<br \/>\n4.7, and (ii) Attributable Liens of the Company and its Subsidiaries in respect<br \/>\nof sale and lease-back transactions entered into after the Closing Date, other<br \/>\nthan sale and lease-back transactions permitted by the limitation on sale and<br \/>\nlease-back transactions set forth under Section 4.8. For purposes of determining<br \/>\nwhether or not a sale and lease-back transaction is &#8220;permitted&#8221; by Section<br \/>\n4.8<em>, <\/em>the last paragraph under Section 4.7 (creating an exception for<br \/>\nExempted Debt) will be disregarded.<\/p>\n<p>&#8220;Fitch&#8221; means Fitch Ratings Ltd.<\/p>\n<p>&#8220;Indebtedness&#8221; of any person means, without duplication, any indebtedness,<br \/>\nwhether or not contingent, in respect of borrowed money or evidenced by bonds,<br \/>\nnotes, debentures or similar instruments or letters of credit (or reimbursement<br \/>\nagreements with respect thereto) or representing the balance deferred and unpaid<br \/>\nof the purchase price of any property (including pursuant to Capital Leases),<br \/>\nexcept any such balance that constitutes an accrued expense or trade payable, if<br \/>\nand to the extent any of the foregoing indebtedness would appear as a liability<br \/>\nupon a balance sheet of such person prepared on a consolidated basis in<br \/>\naccordance with GAAP (but does not include contingent liabilities which appear<br \/>\nonly in a footnote to a balance sheet), and shall also include, to the extent<br \/>\nnot otherwise included, the guaranty of items which would be included within<br \/>\nthis definition.<\/p>\n<p>&#8220;Interest Swap Obligations&#8221; means the obligations of any person pursuant to<br \/>\nany interest rate swap agreement, interest rate collar agreement or other<br \/>\nsimilar agreement or arrangement designed to protect such person or any of its<br \/>\nSubsidiaries against fluctuations in interest rates.<\/p>\n<p>&#8220;Investment Grade Rating&#8221; means a rating equal to or higher than BBB- (or the<br \/>\nequivalent) by Fitch, Baa3 (or the equivalent) by Moody153s and BBB- (or the<br \/>\nequivalent) by S&amp;P, and the equivalent investment grade credit rating from<br \/>\nany additional Rating Agency or Rating Agencies selected by the Company.<\/p>\n<p>&#8220;Joint Venture&#8221; means a joint venture, partnership or other similar<br \/>\narrangement, whether in corporate, partnership or other legal form; provided<br \/>\nthat, as to any such arrangement in corporate form, such corporation shall not,<br \/>\nas to any person of which such corporation is a Subsidiary, be considered to be<br \/>\na Joint Venture to which such person is a party.<\/p>\n<p>&#8220;Lien&#8221; means any lien, security interest, charge or encumbrance of any kind<br \/>\n(including any conditional sale or other title retention agreement, any lease in<br \/>\nthe nature thereof, and any agreement to give any security interest).<\/p>\n<p>&#8220;Moody153s&#8221; means Moody153s Investors Service, Inc.<\/p>\n<p>&#8220;Permitted Liens&#8221; means (i) Liens securing Indebtedness of the Company under<br \/>\nthe Bank Credit Agreement and any initial or subsequent renewal, extension,<br \/>\nrefinancing, replacement or refunding thereof; (ii) Liens on accounts<br \/>\nreceivable, merchandise inventory, equipment, and<\/p>\n<p align=\"center\">5<\/p>\n<hr>\n<p>patents, trademarks, trade names and other intangibles, securing Indebtedness<br \/>\nof the Company; (iii) Liens on any asset of the Company, any Subsidiary of the<br \/>\nCompany, or any Joint Venture to which the Company or any of its Subsidiaries is<br \/>\na party, created solely to secure obligations incurred to finance the<br \/>\nrefurbishment, improvement or construction of such asset, which obligations are<br \/>\nincurred no later than 24 months after completion of such refurbishment,<br \/>\nimprovement or construction, and all renewals, extensions, refinancings,<br \/>\nreplacements or refundings of such obligations; (iv)(a) Liens given to secure<br \/>\nthe payment of the purchase price incurred in connection with the acquisition<br \/>\n(including acquisition through merger or consolidation) of property (including<br \/>\nshares of stock), including Capital Lease transactions in connection with any<br \/>\nsuch acquisition, and (b) Liens existing on property at the time of acquisition<br \/>\nthereof or at the time of acquisition by the Company or a Subsidiary of the<br \/>\nCompany of any person then owning such property whether or not such existing<br \/>\nLiens were given to secure the payment of the purchase price of the property to<br \/>\nwhich they attach; <em>provided<\/em> that, with respect to clause (a), the Liens<br \/>\nshall be given within 24 months after such acquisition and shall attach solely<br \/>\nto the property acquired or purchased and any improvements then or thereafter<br \/>\nplaced thereon; (v) Liens in favor of customs and revenue authorities arising as<br \/>\na matter of law to secure payment of customs duties in connection with the<br \/>\nimportation of goods; (vi) Liens upon specific items of inventory or other goods<br \/>\nand proceeds of any person securing such person153s obligations in respect of<br \/>\nbankers153 acceptances issued or created for the account of such person to<br \/>\nfacilitate the purchase, shipment or storage of such inventory or other goods;<br \/>\n(vii) Liens securing reimbursement obligations with respect to letters of credit<br \/>\nthat encumber documents and other property relating to such letters of credit<br \/>\nand the products and proceeds thereof; (viii) Liens on key-man life insurance<br \/>\npolicies granted to secure Indebtedness of the Company against the cash<br \/>\nsurrender value thereof; (ix) Liens encumbering customary initial deposits and<br \/>\nmargin deposits and other Liens in the ordinary course of business, in each case<br \/>\nsecuring Indebtedness of the Company under Interest Swap Obligations and<br \/>\nCurrency Agreements and forward contract, option, futures contracts, futures<br \/>\noptions or similar agreements or arrangements designed to protect the Company or<br \/>\nany of its Subsidiaries from fluctuations in interest rates, currencies or the<br \/>\nprice of commodities; (x) Liens arising out of conditional sale, title<br \/>\nretention, consignment or similar arrangements for the sale of goods entered<br \/>\ninto by the Company or any of its Subsidiaries in the ordinary course of<br \/>\nbusiness; and (xi) Liens in favor of the Company or any Subsidiary of the<br \/>\nCompany.<\/p>\n<p>&#8220;Rating Agencies&#8221; means (1) each of Fitch, Moody153s and S&amp;P; and (2) if<br \/>\nany of Fitch, Moody153s or S&amp;P ceases to rate the Notes or fails to make a<br \/>\nrating of the Notes publicly available for reasons outside of the Company153s<br \/>\ncontrol, a &#8220;nationally recognized statistical rating organization&#8221; within the<br \/>\nmeaning of Rule 15c3-1(c)(2)(vi)(F) under the Exchange Act selected by the<br \/>\nCompany as a replacement agency for Fitch, Moody153s or S&amp;P, or all of them,<br \/>\nas the case may be.<\/p>\n<p>&#8220;Rating Event&#8221; means the rating on the Notes is lowered by each of the Rating<br \/>\nAgencies, and the Notes are rated below an Investment Grade Rating by each of<br \/>\nthe Rating Agencies on any day within the 60-day period (which 60-day period<br \/>\nwill be extended so long as the rating of the Notes is under publicly announced<br \/>\nconsideration for a possible downgrade by any of the Rating Agencies) after the<br \/>\nearlier of (1) the occurrence of a Change of Control and (2) public notice of<br \/>\nthe occurrence of a Change of Control or the Company153s intention to effect a<br \/>\nChange of Control; <em>provided, however, <\/em>that a Rating Event otherwise<br \/>\narising by virtue of a particular reduction in rating will not be deemed to have<br \/>\noccurred in respect of a particular Change of Control (and thus will not be<br \/>\ndeemed a Rating Event for purposes of the definition of Change of Control<br \/>\nTriggering Event) if the Rating Agencies making the reduction in rating to which<br \/>\nthis definition would otherwise apply do not announce or publicly confirm or<br \/>\ninform the Trustee in writing at the<\/p>\n<p align=\"center\">6<\/p>\n<hr>\n<p>Company153s or the Trustee153s request that the reduction was the result, in<br \/>\nwhole or in part, of any event or circumstance comprised of or arising as a<br \/>\nresult of, or in respect of, the applicable Change of Control (whether or not<br \/>\nthe applicable Change of Control has occurred at the time of the Rating Event).\n<\/p>\n<p>&#8220;S&amp;P&#8221; means Standard &amp; Poor153s Rating Services, a division of The<br \/>\nMcGraw-Hill Companies, Inc.<\/p>\n<p>&#8220;Voting Stock&#8221; means, with respect to any specified &#8220;person&#8221; (as that term is<br \/>\nused in Section 13(d)(3) of the Exchange Act) as of any date, the Capital Stock<br \/>\nof such person that is at the time entitled to vote generally in the election of<br \/>\nthe board of directors of such person.<\/p>\n<p>6. Each of the undersigned is authorized to approve the form, terms and<br \/>\nconditions of the Notes pursuant to the Resolutions.<\/p>\n<p>7. Attached hereto as <u>Annex B<\/u> is a true and correct copy of the<br \/>\nResolutions.<\/p>\n<p>8. The Notes shall be issued as Global Securities (subject to exchange for<br \/>\ndefinitive certificated Notes under the circumstances provided in the Indenture)<br \/>\nand The Depository Trust Company shall be Depository for the Notes.<\/p>\n<p>9. Attached hereto as <u>Annex C<\/u> is a true and correct copy of the letter<br \/>\naddressed to the Trustee entitling the Trustee to rely on certain paragraphs of<br \/>\nthe Opinion of Counsel attached thereto, which Opinion relates to the Notes and<br \/>\nis delivered in compliance with Section 10.4(b) of the Indenture.<\/p>\n<p>10. Each of the undersigned has reviewed the provisions of the Indenture,<br \/>\nincluding the covenants and conditions precedent pertaining to the<br \/>\nauthentication and issuance of the Notes.<\/p>\n<p>11. In connection with this certificate each of the undersigned has examined<br \/>\ndocuments, corporate records and certificates and has spoken with other officers<br \/>\nof the Company.<\/p>\n<p>12. Each of the undersigned has made such examination and investigation as is<br \/>\nnecessary to enable the undersigned to express an informed opinion as to whether<br \/>\nor not the covenants and conditions precedent of the Indenture pertaining to the<br \/>\nauthentication and issuance of the Notes have been satisfied.<\/p>\n<p>13. In our opinion all of the covenants and conditions precedent provided for<br \/>\nin the Indenture for the authentication and issuance of the Notes have been<br \/>\nsatisfied.<\/p>\n<p>Terms used herein that are not otherwise defined shall have the meanings<br \/>\nascribed thereto in the Indenture or the Notes, as the case may be.<\/p>\n<p align=\"center\">[Signature Page Follows]<\/p>\n<p align=\"center\">7<\/p>\n<hr>\n<p>IN WITNESS WHEREOF, each of the undersigned officers has executed this<br \/>\ncertificate as of the date first written above.<\/p>\n<table style=\"width: 40%; border-collapse: collapse;\" width=\"40%\" cellpadding=\"0\" class=\" \" border=\"0\" cellspacing=\"0\">\n<tbody>\n<tr>\n<td width=\"100%\"><\/td>\n<\/tr>\n<tr>\n<td valign=\"top\">\n<p>\/s\/ Steven A. Burd<\/p>\n<\/td>\n<\/tr>\n<tr>\n<td valign=\"top\">\n<p>Steven A. Burd<\/p>\n<\/td>\n<\/tr>\n<tr>\n<td valign=\"top\">\n<p>President and Chief Executive Officer<\/p>\n<\/td>\n<\/tr>\n<tr>\n<td><\/td>\n<\/tr>\n<tr>\n<td valign=\"top\">\n<p>\/s\/ Bradley S. Fox<\/p>\n<\/td>\n<\/tr>\n<tr>\n<td valign=\"top\">\n<p>Bradley S. Fox<\/p>\n<\/td>\n<\/tr>\n<tr>\n<td valign=\"top\">\n<p>Vice President and Treasurer<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table><\/p>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[8740],"corporate_contracts_industries":[9499],"corporate_contracts_types":[9553,9554],"class_list":["post-40848","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-safeway-inc","corporate_contracts_industries-retail__food","corporate_contracts_types-corporate","corporate_contracts_types-corporate__cert"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/40848","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=40848"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=40848"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=40848"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=40848"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}