{"id":41344,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/term-credit-agreement-safeway-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"term-credit-agreement-safeway-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/finance\/term-credit-agreement-safeway-inc.html","title":{"rendered":"Term Credit Agreement – Safeway Inc."},"content":{"rendered":"

$700,000,000 <\/strong><\/p>\n

TERM CREDIT AGREEMENT <\/strong><\/p>\n

DATED AS OF DECEMBER 19, 2011 <\/strong><\/p>\n

among <\/strong><\/p>\n

SAFEWAY INC., <\/strong><\/p>\n

as Borrower, <\/strong><\/p>\n

MERRILL LYNCH, PIERCE, FENNER & SMITH
\nINCORPORATED, <\/strong><\/p>\n

and <\/strong><\/p>\n

J.P. MORGAN SECURITIES LLC, <\/strong><\/p>\n

as Joint Bookrunners and Joint Lead Arrangers,
\n<\/strong><\/p>\n

BANK OF AMERICA, N.A., <\/strong><\/p>\n

as Administrative Agent, <\/strong><\/p>\n

JPMORGAN CHASE BANK, N.A., <\/strong><\/p>\n

as Syndication Agent <\/strong><\/p>\n

GOLDMAN SACHS BANK USA, <\/strong><\/p>\n

as Documentation Agent, <\/strong><\/p>\n

and <\/strong><\/p>\n

THE LENDERS LISTED HEREIN, <\/strong><\/p>\n

as Lenders <\/strong><\/p>\n

\n

SAFEWAY INC. <\/strong><\/p>\n

TERM CREDIT AGREEMENT <\/strong><\/p>\n

TABLE OF CONTENTS <\/u><\/strong><\/p>\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n\n

Page<\/strong><\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

SECTION 1.<\/p>\n<\/td>\n

<\/td>\n\n

DEFINITIONS<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

1<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

1.1<\/p>\n<\/td>\n

<\/td>\n\n

Certain Defined Terms<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

1<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

1.2<\/p>\n<\/td>\n

<\/td>\n\n

Accounting Terms; Utilization of GAAP for Purposes of Calculations Under
\nAgreement<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

18<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

1.3<\/p>\n<\/td>\n

<\/td>\n\n

Other Definitional Provisions<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

19<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

SECTION 2.<\/p>\n<\/td>\n

<\/td>\n\n

AMOUNTS AND TERMS OF COMMITMENTS AND LOANS<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

19<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

2.1<\/p>\n<\/td>\n

<\/td>\n\n

Commitments; Making of Loans; the Register; Notes<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

19<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

2.2<\/p>\n<\/td>\n

<\/td>\n\n

Interest on the Loans<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

23<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

2.3<\/p>\n<\/td>\n

<\/td>\n\n

Fees<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

26<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

2.4<\/p>\n<\/td>\n

<\/td>\n\n

Repayments; Prepayments and Reductions in Commitments; General Provisions
\nRegarding Payments<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

27<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

2.5<\/p>\n<\/td>\n

<\/td>\n\n

Use of Proceeds<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

30<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

2.6<\/p>\n<\/td>\n

<\/td>\n\n

Special Provisions Governing Eurodollar Rate Loans<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

30<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

2.7<\/p>\n<\/td>\n

<\/td>\n\n

Defaulting Lenders<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

33<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

SECTION 3.<\/p>\n<\/td>\n

<\/td>\n\n

INCREASED COSTS, TAXES, CAPITAL ADEQUACY, AND MITIGATION<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

34<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

3.1<\/p>\n<\/td>\n

<\/td>\n\n

Increased Costs; Taxes; Capital Adequacy<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

34<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

3.2<\/p>\n<\/td>\n

<\/td>\n\n

Obligation of Lenders to Mitigate<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

39<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

3.3<\/p>\n<\/td>\n

<\/td>\n\n

Replacement of Lenders<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

40<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

SECTION 4.<\/p>\n<\/td>\n

<\/td>\n\n

CONDITIONS TO LOANS<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

41<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

4.1<\/p>\n<\/td>\n

<\/td>\n\n

Conditions to Closing<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

41<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

4.2<\/p>\n<\/td>\n

<\/td>\n\n

Conditions to All Loans<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

42<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

SECTION 5.<\/p>\n<\/td>\n

<\/td>\n\n

BORROWER153S REPRESENTATIONS AND WARRANTIES<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

42<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

5.1<\/p>\n<\/td>\n

<\/td>\n\n

Organization, Powers, Qualification, Good Standing and Business<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

42<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

5.2<\/p>\n<\/td>\n

<\/td>\n\n

Authorization of Borrowing, etc.<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

43<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

5.3<\/p>\n<\/td>\n

<\/td>\n\n

Financial Condition<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

43<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

5.4<\/p>\n<\/td>\n

<\/td>\n\n

No Material Adverse Effect<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

44<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

5.5<\/p>\n<\/td>\n

<\/td>\n\n

Litigation; Adverse Facts<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

44<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

i<\/p>\n

\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

5.6<\/p>\n<\/td>\n

<\/td>\n\n

Payment of Taxes<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

44<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

5.7<\/p>\n<\/td>\n

<\/td>\n\n

Governmental Regulation<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

44<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

5.8<\/p>\n<\/td>\n

<\/td>\n\n

Securities Activities<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

44<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

5.9<\/p>\n<\/td>\n

<\/td>\n\n

Employee Benefit Plans<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

45<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

5.10<\/p>\n<\/td>\n

<\/td>\n\n

Disclosure<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

45<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

5.11<\/p>\n<\/td>\n

<\/td>\n\n

Foreign Assets Control Regulations, etc.<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

46<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

SECTION 6.<\/p>\n<\/td>\n

<\/td>\n\n

BORROWER153S AFFIRMATIVE COVENANTS<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

46<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

6.1<\/p>\n<\/td>\n

<\/td>\n\n

Financial Statements and Other Reports<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

46<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

6.2<\/p>\n<\/td>\n

<\/td>\n\n

Corporate Existence, etc.<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

49<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

6.3<\/p>\n<\/td>\n

<\/td>\n\n

Payment of Taxes and Claims<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

50<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

6.4<\/p>\n<\/td>\n

<\/td>\n\n

Maintenance of Properties; Insurance<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

50<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

6.5<\/p>\n<\/td>\n

<\/td>\n\n

Inspection<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

50<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

6.6<\/p>\n<\/td>\n

<\/td>\n\n

Compliance with Laws, etc.<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

50<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

SECTION 7.<\/p>\n<\/td>\n

<\/td>\n\n

BORROWER153S NEGATIVE COVENANTS<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

50<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

7.1<\/p>\n<\/td>\n

<\/td>\n\n

Liens and Related Matters<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

51<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

7.2<\/p>\n<\/td>\n

<\/td>\n\n

Financial Covenants<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

53<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

7.3<\/p>\n<\/td>\n

<\/td>\n\n

Restriction on Fundamental Changes; Material Asset Sales<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

53<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

7.4<\/p>\n<\/td>\n

<\/td>\n\n

Transactions with Shareholders and Affiliates<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

53<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

7.5<\/p>\n<\/td>\n

<\/td>\n\n

Conduct of Business<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

54<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

7.6<\/p>\n<\/td>\n

<\/td>\n\n

Unrestricted Subsidiaries<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

54<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

SECTION 8.<\/p>\n<\/td>\n

<\/td>\n\n

EVENTS OF DEFAULT<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

55<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

8.1<\/p>\n<\/td>\n

<\/td>\n\n

Failure to Make Payments When Due<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

55<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

8.2<\/p>\n<\/td>\n

<\/td>\n\n

Default in Other Agreements<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

55<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

8.3<\/p>\n<\/td>\n

<\/td>\n\n

Breach of Certain Covenants<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

56<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

8.4<\/p>\n<\/td>\n

<\/td>\n\n

Breach of Warranty<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

56<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

8.5<\/p>\n<\/td>\n

<\/td>\n\n

Other Defaults Under Loan Documents<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

56<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

8.6<\/p>\n<\/td>\n

<\/td>\n\n

Involuntary Bankruptcy; Appointment of Receiver, etc.<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

56<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

8.7<\/p>\n<\/td>\n

<\/td>\n\n

Voluntary Bankruptcy; Appointment of Receiver, etc.<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

57<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

8.8<\/p>\n<\/td>\n

<\/td>\n\n

Judgments and Attachments<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

57<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

8.9<\/p>\n<\/td>\n

<\/td>\n\n

Dissolution<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

57<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

8.10<\/p>\n<\/td>\n

<\/td>\n\n

Employee Benefit Plans<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

57<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

8.11<\/p>\n<\/td>\n

<\/td>\n\n

Change in Control<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

58<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

ii<\/p>\n

\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

SECTION 9.<\/p>\n<\/td>\n

<\/td>\n\n

AGENTS<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

58<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

9.1<\/p>\n<\/td>\n

<\/td>\n\n

Appointment and Authority<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

58<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

9.2<\/p>\n<\/td>\n

<\/td>\n\n

Rights as a Lender<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

59<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

9.3<\/p>\n<\/td>\n

<\/td>\n\n

Exculpatory Provisions<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

59<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

9.4<\/p>\n<\/td>\n

<\/td>\n\n

Reliance by Administrative Agent<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

60<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

9.5<\/p>\n<\/td>\n

<\/td>\n\n

Delegation of Duties<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

60<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

9.6<\/p>\n<\/td>\n

<\/td>\n\n

Resignation of Administrative Agent<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

61<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

9.7<\/p>\n<\/td>\n

<\/td>\n\n

Non-Reliance on Administrative Agent and Other Lenders<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

61<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

9.8<\/p>\n<\/td>\n

<\/td>\n\n

No Other Duties, Etc<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

61<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

9.9<\/p>\n<\/td>\n

<\/td>\n\n

Administrative Agent May File Proofs of Claim<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

62<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

SECTION 10.<\/p>\n<\/td>\n

<\/td>\n\n

MISCELLANEOUS<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

62<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

10.1<\/p>\n<\/td>\n

<\/td>\n\n

Successors and Assigns; Assignments and Participations in Loans<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

62<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

10.2<\/p>\n<\/td>\n

<\/td>\n\n

Expenses<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

69<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

10.3<\/p>\n<\/td>\n

<\/td>\n\n

Indemnity<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

69<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

10.4<\/p>\n<\/td>\n

<\/td>\n\n

Set-Off<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

70<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

10.5<\/p>\n<\/td>\n

<\/td>\n\n

Ratable Sharing<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

71<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

10.6<\/p>\n<\/td>\n

<\/td>\n\n

Amendments and Waivers; Replacement of Banks<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

72<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

10.7<\/p>\n<\/td>\n

<\/td>\n\n

Independence of Covenants<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

73<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

10.8<\/p>\n<\/td>\n

<\/td>\n\n

Notices; Platform<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

73<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

10.9<\/p>\n<\/td>\n

<\/td>\n\n

Survival of Representations, Warranties and Agreements<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

74<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

10.10<\/p>\n<\/td>\n

<\/td>\n\n

Failure or Indulgence Not Waiver; Remedies Cumulative<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

75<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

10.11<\/p>\n<\/td>\n

<\/td>\n\n

Marshalling; Payments Set Aside<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

75<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

10.12<\/p>\n<\/td>\n

<\/td>\n\n

Severability<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

75<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

10.13<\/p>\n<\/td>\n

<\/td>\n\n

Obligations Several; Independent Nature of Lenders153 Rights and Borrower153s
\nObligations<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

75<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

10.14<\/p>\n<\/td>\n

<\/td>\n\n

Headings<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

76<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

10.15<\/p>\n<\/td>\n

<\/td>\n\n

Successors and Assigns<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

76<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

10.16<\/p>\n<\/td>\n

<\/td>\n\n

GOVERNING LAW; SUBMISSION TO JURISDICTION; VENUE; WAIVER OF JURY TRIAL<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

76<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

10.17<\/p>\n<\/td>\n

<\/td>\n\n

Confidentiality<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

77<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

10.18<\/p>\n<\/td>\n

<\/td>\n\n

Counterparts; Effectiveness<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

78<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

10.19<\/p>\n<\/td>\n

<\/td>\n\n

USA Patriot Act<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

78<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

10.20<\/p>\n<\/td>\n

<\/td>\n\n

No Fiduciary Responsibility<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

79<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

iii<\/p>\n

\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

EXHIBITS<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

I<\/p>\n<\/td>\n

<\/td>\n\n

FORM OF NOTICE OF BORROWING<\/p>\n<\/td>\n<\/tr>\n

\n

II<\/p>\n<\/td>\n

<\/td>\n\n

FORM OF NOTICE OF CONVERSION\/CONTINUATION<\/p>\n<\/td>\n<\/tr>\n

\n

III<\/p>\n<\/td>\n

<\/td>\n\n

FORM OF NOTE<\/p>\n<\/td>\n<\/tr>\n

\n

IV<\/p>\n<\/td>\n

<\/td>\n\n

FORM OF COMPLIANCE CERTIFICATE<\/p>\n<\/td>\n<\/tr>\n

\n

V<\/p>\n<\/td>\n

<\/td>\n\n

FORM OF ASSIGNMENT AND ASSUMPTION AGREEMENT<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

SCHEDULES<\/strong><\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

2.1<\/p>\n<\/td>\n

<\/td>\n\n

LENDERS153 COMMITMENTS AND PRO RATA SHARES<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

iv<\/p>\n

\n

Execution Copy<\/em><\/strong><\/p>\n

SAFEWAY INC. <\/strong><\/p>\n

TERM CREDIT AGREEMENT <\/strong><\/p>\n

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

R<\/u><\/strong> E<\/u> C<\/u> I<\/u>
\nT<\/u> A<\/u> L<\/u> S<\/u> <\/strong><\/p>\n

WHEREAS, <\/strong>Borrower desires that Lenders extend credit
\nfacilities to Borrower for general corporate purposes, including, without
\nlimitation, to fund Borrower153s stock repurchase program, to repay or refinance
\nbank loans, commercial paper and other borrowings, and for working capital,
\ncapital expenditures and acquisitions;<\/p>\n

NOW, THEREFORE,<\/strong> in consideration of the premises and the
\nagreements, provisions and covenants herein contained, Borrower, Lenders, Joint
\nBookrunners, Joint Lead Arrangers, Syndication Agent, Documentation Agent and
\nAdministrative Agent agree as follows:<\/p>\n

Section 1. DEFINITIONS <\/strong><\/p>\n\n\n\n
\n

1.1<\/strong><\/p>\n<\/td>\n

\n

Certain Defined Terms<\/u><\/strong>.<\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

The following terms used in this Agreement shall have the following meanings:\n<\/p>\n

“Act<\/strong>” has the meaning assigned to that term in subsection
\n10.19.<\/p>\n

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

\n

Administrative Agent to be the rate at which deposits in Dollars for delivery
\non the first day of such Interest Period in same day funds in the approximate
\namount of the Eurodollar Rate Loan being made, continued or converted and with a
\nterm equivalent to such Interest Period would be offered by Administrative
\nAgent153s London Branch to major banks in the London interbank Eurodollar market
\nat their request at approximately 11:00 a.m. (London time) two Business Days
\nprior to the commencement of such Interest Period; and<\/p>\n

(b) for the purposes of clause (ii) of the definition of “Base Rate”, on any
\ndate, the rate per annum equal to (i) BBA LIBOR, as published by Reuters (or
\nsuch other commercially available source providing quotations of BBA LIBOR as
\nmay be designated by Administrative Agent from time to time), at approximately
\n11:00 a.m., London time, determined two Business Days prior to such date for
\nDollar deposits being delivered in the London interbank market for a term of one
\nmonth commencing on that date or (ii) if such published rate is not available at
\nsuch time for any reason, the rate per annum determined by Administrative Agent
\nto be the rate at which deposits in Dollars for delivery on the date of
\ndetermination in same day funds in the approximate amount of the Base Rate Loan
\nbeing made or maintained and with a term equal to one month would be offered by
\nAdministrative Agent153s London Branch to major banks in the London interbank
\nEurodollar market at their request at the date and time of determination.<\/p>\n

“Administrative Agent<\/strong>” has the meaning assigned to that term
\nin the introduction to this Agreement and also means and includes any successor
\nAdministrative Agent appointed pursuant to subsection 9.6.<\/p>\n

“Administrative Agent Fee Letter<\/strong>” means the letter agreement
\namong Borrower and Administrative Agent dated November 18, 2011.<\/p>\n

“Affected Lender<\/strong>” has the meaning assigned to that term in
\nsubsection 2.6C.<\/p>\n

“Affected Loans<\/strong>” has the meaning assigned to that term in
\nsubsection 2.6C.<\/p>\n

“Affiliate,<\/strong>” as applied to any Person, means any other
\nPerson directly or indirectly controlling, controlled by, or under common
\ncontrol with, that Person. For the purposes of this definition, “control”
\n(including, with correlative meanings, the terms “controlling,” “controlled by”
\nand “under common control with”), as applied to any Person, means the
\npossession, directly or indirectly, of the power to direct or cause the
\ndirection of the management and policies of that Person, whether through the
\nownership of voting securities or by contract or otherwise.<\/p>\n

“Agents<\/strong>” means Administrative Agent, Joint Bookrunners,
\nJoint Lead Arrangers, Syndication Agent and Documentation Agent.<\/p>\n

“Aggregate Amounts Due From Borrower<\/strong>” has the meaning
\nassigned to that term in subsection 10.5.<\/p>\n

“Agreement<\/strong>” means this Term Credit Agreement dated as of
\nDecember 19, 2011, as it may be amended, supplemented or otherwise modified from
\ntime to time.<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

2<\/p>\n<\/td>\n

<\/td>\n\n

SAFEWAY TERM CREDIT AGREEMENT<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

\n

“Approved Fund<\/strong>” means a fund that is administered or managed
\nby (i) a Lender, (ii) an Affiliate of a Lender or (iii) an entity or an
\nAffiliate of an entity that administers or manages a Lender.<\/p>\n

“Assignment Agreement<\/strong>” means an Assignment and Assumption
\nAgreement in substantially the form of Exhibit V<\/u> annexed hereto.<\/p>\n

“Authorized Officer<\/strong>” has the meaning assigned to that term
\nin subsection 4.2A.<\/p>\n

“Bankruptcy Code<\/strong>” means Title 11 of the United States Code
\nentitled “Bankruptcy,” as now and hereafter in effect, or any successor statute.\n<\/p>\n

“Bank of America<\/strong>” has the meaning assigned to that term in
\nthe introduction to this Agreement.<\/p>\n

“Base Rate<\/strong>” means, at any time, the higher of (i) the Prime
\nRate (ii) the one-month Adjusted Eurodollar Rate for a Eurodollar Rate Loan plus
\n1.0%, or (iii) the rate which is 1\/2 of 1.0% in excess of the Federal Funds
\nEffective Rate for Dollar denominated loans. Any change in the Base Rate due to
\na change in the Prime Rate or the Federal Funds Effective Rate shall be
\neffective on the effective date of such change.<\/p>\n

“Base Rate Loans<\/strong>” means Loans bearing interest at rates
\ndetermined by reference to the Base Rate as provided in subsection 2.2A.<\/p>\n

“Book Value<\/strong>” means, with respect to the assets of Borrower
\nor any of its Subsidiaries, the value of such Person153s assets recorded in the
\nconsolidated balance sheet of Borrower most recently delivered to Lenders
\npursuant to subsection 6.1(i) or 6.1(ii).<\/p>\n

“Borrower<\/strong>” has the meaning assigned to that term in the
\nintroduction to this Agreement.<\/p>\n

“Borrower Materials<\/strong>” has the meaning assigned to that term
\nin subsection 6.1.<\/p>\n

“Borrower153s Common Stock<\/strong>” means the common stock, $.01 par
\nvalue, of Borrower.<\/p>\n

“Business Day<\/strong>” means any day excluding Saturday and Sunday
\nand also excluding (i) for all purposes other than as covered by clause (ii)
\nbelow, any day which is a legal holiday under the laws of the States of New York
\nor California or is a day on which banking institutions located in any such
\nstate are authorized or required by law or other governmental action to close,
\nand (ii) with respect to all notices, determinations, fundings and payments in
\nconnection with the Adjusted Eurodollar Rate, any day which is not a Business
\nDay pursuant to clause (i) or which is not a day on which dealings in Dollar
\ndeposits are conducted by and between banks in the London interbank Eurodollar
\nmarket.<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

3<\/p>\n<\/td>\n

<\/td>\n\n

SAFEWAY TERM CREDIT AGREEMENT<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

\n

“Capital Lease,<\/strong>” as applied to any Person, means any lease
\nof any property (whether real, personal or mixed) by that Person as lessee that,
\nin conformity with GAAP, is accounted for as a capital lease on the balance
\nsheet of that Person.<\/p>\n

“Casa Ley<\/strong>” means Casa Ley, S.A. de C.V., a Mexican
\ncorporation.<\/p>\n

“Change in Law<\/strong>” means the occurrence, after the date of this
\nAgreement, of any of the following: (a) the adoption or taking effect of any
\nlaw, rule, regulation or treaty, (b) any change in any law, rule, regulation or
\ntreaty or in the administration, interpretation, implementation or application
\nthereof by any Governmental Authority or (c) the making or issuance of any
\nrequest, rule, guideline or directive (whether or not having the force of law)
\nby any Governmental Authority; provided<\/u> that notwithstanding anything
\nherein to the contrary, the Dodd-Frank Wall Street Reform and Consumer
\nProtection Act and all requests, rules, guidelines or directives thereunder or
\nissued in connection therewith shall be deemed to be a “Change in Law”,
\nregardless of the date enacted, adopted or issued.<\/p>\n

“Closing Date<\/strong>” means December 19, 2011.<\/p>\n

“Commitment<\/strong>” means the commitment of a Lender to make Loans
\nto Borrower pursuant to Section 2.1A and “Commitments<\/strong>” means
\nsuch commitments of all Lenders in the aggregate.<\/p>\n

“Commitment Fee Percentage<\/strong>” means, as of any date, the
\npercentage per annum expressed in basis points set forth in the definition of
\n“Pricing Margin”. The Commitment Fee Percentage shall change as of the opening
\nof business on any day that the Pricing Level changes pursuant to the definition
\nof “Index Debt Rating.”<\/p>\n

“Commitment Termination Date<\/strong>” means April 19, 2012.<\/p>\n

“Compliance Certificate<\/strong>” means a certificate substantially
\nin the form of Exhibit IV<\/u> annexed hereto delivered to Administrative
\nAgent and Lenders by Borrower pursuant to subsection 6.1(iii).<\/p>\n

“Consolidated Adjusted EBITDA<\/strong>” means, for any period,
\nConsolidated Net Income adjusted to exclude (without duplication) the effects of
\n(i) any LIFO expense or income, (ii) Consolidated Interest Expense, (iii)
\nprovisions for taxes based on income, (iv) depreciation expense, (v)
\namortization expense, (vi) equity in earnings or losses of unconsolidated
\naffiliates to the extent not actually received or paid by Borrower or its
\nSubsidiaries, (vii) material non-cash, non-recurring gains and losses, (viii)
\nnon-cash expenses recognized pursuant to Financial Accounting Standards Board
\nAccounting Standards Codification (“FASB ASC”) Topic 718, “Compensation : Stock
\nCompensation”, (ix) property impairment charges recognized pursuant to FASB ASC
\nTopic 360, “Property, Plant and Equipment”; and (x) non-cash goodwill impairment
\ncharges incurred pursuant to FASB ASC Topic 350, “Intangibles : Goodwill and
\nOther”, all of the foregoing as determined on a consolidated basis for Borrower
\nand its Subsidiaries (excluding any Unrestricted Subsidiaries) in conformity
\nwith GAAP; provided<\/u> that if Consolidated Adjusted EBITDA for any period
\nis increased as a result of any adjustment for a non-cash charge pursuant to
\nclauses (vii), (viii), (ix) or (x) and such non-cash charge represents a cash
\ncharge in any subsequent period, then Consolidated Adjusted EBITDA for such
\nsubsequent period shall be reduced by the amount of such cash charge.<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

4<\/p>\n<\/td>\n

<\/td>\n\n

SAFEWAY TERM CREDIT AGREEMENT<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

\n

“Consolidated Interest Expense<\/strong>” means, for any period,
\ninterest expense with respect to all outstanding Indebtedness (including,
\nwithout limitation, net costs under Interest Rate Agreements and any such
\nexpense attributable to Capital Leases in accordance with GAAP) of Borrower and
\nits Subsidiaries (excluding any Unrestricted Subsidiaries) for such period
\ndetermined on a consolidated basis in conformity with GAAP.<\/p>\n

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

“Consolidated Total Debt<\/strong>” means, as at any date of
\ndetermination, the aggregate stated balance sheet amount of all Indebtedness of
\nBorrower and its Subsidiaries (excluding any Unrestricted Subsidiaries),
\ndetermined on a consolidated basis in conformity with GAAP.<\/p>\n

“Contractual Obligation,<\/strong>” as applied to any Person, means
\nany provision of any material indenture, mortgage, deed of trust, contract,
\nundertaking, agreement or other instrument to which that Person is a party or by
\nwhich it or any of its properties is bound or to which it or any of its
\nproperties is subject.<\/p>\n

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

5<\/p>\n<\/td>\n

<\/td>\n\n

SAFEWAY TERM CREDIT AGREEMENT<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

\n

solely by virtue of the ownership or acquisition of any equity interest in
\nthat Lender or any direct or indirect parent company thereof by a Governmental
\nAuthority so long as such ownership interest does not result in or provide such
\nLender with immunity from the jurisdiction of courts within the United States or
\nfrom the enforcement of judgments or writs of attachment on its assets or permit
\nsuch Lender (or such Governmental Authority) to reject, repudiate, disavow or
\ndisaffirm any contracts or agreements made with such Lender. Any determination
\nby Administrative Agent that a Lender is a Defaulting Lender under clauses (a)
\nthrough (d) above shall be conclusive and binding absent manifest error, and
\nsuch Lender shall be deemed to be a Defaulting Lender (subject to subsection
\n2.7B) upon delivery of written notice of such determination to Borrower and each
\nother Lender.<\/p>\n

“Designating Lender<\/strong>” has the meaning assigned to that term
\nin subsection 10.1B.<\/p>\n

“Documentation Agent<\/strong>” has the meaning assigned to that term
\nin the introduction to this Agreement.<\/p>\n

“Dollars<\/strong>” and “$<\/strong>“mean the lawful money of
\nthe United States of America.<\/p>\n

“Eligible Assignee<\/strong>” means (i) any Lender, any Affiliate of
\nany Lender and any Approved Fund of any Lender; and (ii) (a) a commercial bank
\norganized under the laws of the United States or any state thereof; (b) a
\nsavings and loan association or savings bank organized under the laws of the
\nUnited States or any state thereof; (c) a commercial bank organized under the
\nlaws of any other country or a political subdivision thereof; provided<\/u>
\nthat (1) such bank is acting through a branch or agency located in the United
\nStates or (2) such bank is organized under the laws of a country that is a
\nmember of the Organization for Economic Cooperation and Development or a
\npolitical subdivision of such country; and (d) any other entity that is an
\n“accredited investor” (as defined in Regulation D under the Securities Act) that
\nextends credit or buys loans as one of its businesses including insurance
\ncompanies, mutual funds and lease financing companies; provided<\/u> that
\nneither Borrower nor any Affiliate of Borrower shall be an Eligible Assignee.\n<\/p>\n

“Employee Benefit Plan<\/strong>” means any “employee benefit plan” as
\ndefined in Section 3(3) of ERISA (other than a Multiemployer Plan) which is, or
\nwas at any time in the preceding five years, maintained or contributed to by
\nBorrower or, with respect to any such plan that is subject to Section 412 of the
\nCode or Title IV of ERISA, any of its ERISA Affiliates, or as to which Borrower
\nor, with respect to any such plan that is subject to Section 412 of the Code or
\nTitle IV of ERISA, any of its ERISA Affiliates may have any liability.<\/p>\n

“Environmental Laws<\/strong>” means all statutes, ordinances, orders,
\nrules, regulations, plans, guidelines, permits, policies or decrees and the like
\nrelating to (i) environmental matters, including, without limitation, those
\nrelating to fines, injunctions, penalties, damages, contribution, cost recovery
\ncompensation, losses or injuries resulting from the Release or threatened
\nRelease of Hazardous Materials, (ii) the generation, use, storage,
\ntransportation or disposal of Hazardous Materials, or (iii) occupational safety
\nand health, industrial hygiene, land use or the protection of human, plant or
\nanimal health or welfare, in any manner applicable to<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

6<\/p>\n<\/td>\n

<\/td>\n\n

SAFEWAY TERM CREDIT AGREEMENT<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

\n

Borrower or any of its Subsidiaries or any of their respective properties,
\nincluding, without limitation, the Comprehensive Environmental Response,
\nCompensation, and Liability Act (42 U.S.C. \u00a7 9601 et<\/u> seq<\/u>.), the
\nHazardous Materials Transportation Act (49 U.S.C. \u00a7 5101 et<\/u>
\nseq<\/u>.), the Resource Conservation and Recovery Act (42 U.S.C. \u00a7 6901
\net<\/u> seq<\/u>.), the Federal Water Pollution Control Act ( 33 U.S.C. \u00a7
\n1251 et<\/u> seq<\/u>.), the Clean Air Act (42 U.S.C. \u00a7 7401 et<\/u>
\nseq<\/u>.), the Toxic Substances Control Act (15 U.S.C. \u00a7 2601 et<\/u>
\nseq<\/u>.), the Federal Insecticide, Fungicide and Rodenticide Act (7 U.S.C.
\n \u00a7136 et<\/u> seq<\/u>.), the Occupational Safety and Health Act (29 U.S.C. \u00a7
\n651 et<\/u> seq<\/u>.) and the Emergency Planning and Community
\nRight-to-Know Act (42 U.S.C. \u00a7 11001 et<\/u> seq<\/u>.), each as amended or
\nsupplemented, and any analogous future or present local, state and federal
\nstatutes and regulations promulgated pursuant thereto, each as in effect as of
\nthe date of determination.<\/p>\n

“ERISA<\/strong>” means the U.S. Employee Retirement Income Security
\nAct of 1974, as amended from time to time, and any successor statute.<\/p>\n

“ERISA Affiliate,<\/strong>” as applied to any Person as of any date,
\nmeans (i) any corporation which is or was at any time during the preceding five
\nyears a member of a controlled group of corporations within the meaning of
\nSection 414(b) of the Internal Revenue Code of which that Person is (or was at
\nany time during such preceding five years) a member; (ii) any trade or business
\n(whether or not incorporated) which is or was at any time during the preceding
\nfive years a member of a group of trades or businesses under common control
\nwithin the meaning of Section 414(c) of the Internal Revenue Code of which that
\nPerson is (or was at any time during such preceding five years) a member; and
\n(iii) any member of an affiliated service group within the meaning of Section
\n414(m) or (o) of the Internal Revenue Code of which that Person, any corporation
\ndescribed in clause (i) above or any trade or business described in clause (ii)
\nabove is or was at any time during the preceding five years a member.<\/p>\n

“ERISA Event<\/strong>” means (i) a “reportable event” within the
\nmeaning of Section 4043(c) of ERISA and the regulations issued thereunder with
\nrespect to any Pension Plan (excluding those for which the provision for 30-day
\nnotice to the PBGC has been waived by regulation); (ii) the failure of Borrower
\nor any of its ERISA Affiliates to meet the minimum funding standard of Sections
\n412 and 430 of the Internal Revenue Code with respect to any Pension Plan
\n(whether or not waived in accordance with Section 412(c) of the Internal Revenue
\nCode) or the failure of Borrower or any of its ERISA Affiliates to make by its
\ndue date a required installment under Section 430(i)<\/strong> of the
\nInternal Revenue Code with respect to any Pension Plan or the failure of
\nBorrower or any of its ERISA Affiliates to make any required contribution to a
\nMultiemployer Plan; (iii) the filing of a notice by plan administrator of intent
\nto terminate or the treatment of a Pension Plan amendment as a termination under
\nSection 4041 of ERISA; (iv) the withdrawal (including any cessation of
\noperations treated as a withdrawal under Section 4062(e) of ERISA) by Borrower
\nor any of its ERISA Affiliates from any Pension Plan with two or more
\ncontributing sponsors during a plan year in which it was a “substantial
\nemployer” (as defined in Section 4001(a)(2) of ERISA), or the termination of any
\nPension Plan with two or more contributing sponsors, resulting in liability on
\nBorrower or any of its ERISA Affiliates pursuant to Section 4063 or 4064 of
\nERISA, respectively; (v) the institution by the PBGC of proceedings to terminate
\nany Pension Plan or Multiemployer Plan, or the occurrence of any event or
\ncondition which would constitute grounds under Section 4042 of ERISA for the\n<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

7<\/p>\n<\/td>\n

<\/td>\n\n

SAFEWAY TERM CREDIT AGREEMENT<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

\n

termination of, or the appointment of a trustee to administer, any Pension
\nPlan or Multiemployer Plan pursuant to Section 4042 of ERISA; (vi) the
\nimposition of liability on Borrower or any of its ERISA Affiliates pursuant to
\nSection 4062(e) or 4069 of ERISA, by reason of the application of Section
\n4212(c) of ERISA, or under any other provision of Title IV of ERISA, other than
\nfor PBGC premiums due but not delinquent under Section 4007 of ERISA; (vii) the
\nwithdrawal by Borrower or any of its ERISA Affiliates in a complete or partial
\nwithdrawal (within the meaning of Sections 4203 and 4205 of ERISA) from any
\nMultiemployer Plan, or the receipt by Borrower or any of its ERISA Affiliates of
\nnotice from any Multiemployer Plan that such Multiemployer Plan is in
\n“reorganization” or “insolvency” pursuant to Section 4241 or 4245 of ERISA,
\nrespectively, or that such Multiemployer Plan intends to terminate or has
\nterminated under Section 4041A or 4042 of ERISA; (viii) the imposition on
\nBorrower or any of its ERISA Affiliates of fines, penalties, taxes or
\nliabilities under Chapter 43 of the Internal Revenue Code or under Section 409
\nor 502(c), (i) or (l) or 4071 of ERISA in respect of any Employee Benefit Plan;
\n(ix) receipt from the Internal Revenue Service of notice of the failure of any
\nPension Plan (or any other Employee Benefit Plan other than a Multiemployer
\nPlan) intended to be qualified under Section 401(a) of the Internal Revenue
\nCode) to qualify under Section 401(a) of the Internal Revenue Code, or the
\nfailure of any trust forming part of any Pension Plan (or any other Employee
\nBenefit Plan other than a Multiemployer Plan) to qualify for exemption from
\ntaxation under Section 501(a) of the Internal Revenue Code; (x) the imposition
\nof a Lien upon the assets of Borrower or any of its ERISA Affiliates pursuant to
\nSection 401(a)(29) or 412(n) of the Internal Revenue Code or pursuant to ERISA
\nwith respect to any Pension Plan; or (xi) the termination of a Foreign Plan or
\nthe failure by Borrower or any of its Subsidiaries to make full payment when due
\nof all material contributions to any Foreign Plan required under such Foreign
\nPlan or under foreign law.<\/p>\n

“Eurodollar Rate Loans<\/strong>” means Loans denominated in Dollars
\nbearing interest at rates determined by reference to the Adjusted Eurodollar
\nRate as provided in subsection 2.2A.<\/p>\n

“Event of Default<\/strong>” means each of the events set forth in
\nSection 8.<\/p>\n

“Exchange Act<\/strong>” means the Securities Exchange Act of 1934, as
\namended from time to time, and any successor statute.<\/p>\n

“Excluded Taxes<\/strong>” means, with respect to any Person, (i)
\ntaxes imposed on or measured by its overall net income (however denominated) and
\nfranchise taxes imposed in lieu thereof by the jurisdiction (or any political
\nsubdivision thereof) under the laws of which such Person is organized, in which
\nits principal office is located, in the case of a Lender, in which its
\napplicable lending office is located or in which it is doing business (other
\nthan by virtue of having executed, delivered, become a party to, performed its
\nobligations under, received payments under, received or perfected a security
\ninterest under, engaged in any other transaction contemplated by, or enforced
\nthis Agreement or any other Loan Document) (ii) any branch profits taxes imposed
\nby the United States of America or any similar tax imposed by any other
\njurisdiction in which Borrower is located, and (iii) any withholding or backup
\nwithholding tax (except any such tax payable during the continuance of any Event
\nof Default) that (x) is imposed on amounts payable to such Person at the time
\nsuch Person becomes a party hereto (or designates a new lending office) except
\nfor any such taxes imposed as a result of any action taken by a<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

8<\/p>\n<\/td>\n

<\/td>\n\n

SAFEWAY TERM CREDIT AGREEMENT<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

\n

Lender pursuant to subsection 3.2, or (y) is attributable to such Person153s
\nfailure or inability (other than as a result of a Change in Law) to comply with
\nsubsection 3.1B(v) or to a change (other than a Change in Law) in the
\ndocumentation provided by such Person pursuant to subsection 3.1B(v), except to
\nthe extent that such Person (or its assignor, if any) was entitled, at the time
\nof designation of a new lending office (or assignment), to receive additional
\namounts from Borrower with respect to such withholding or backup withholding tax
\npursuant to any provision of subsection 3.1B, or (z) is required to be deducted
\nunder applicable law from any payment hereunder on the basis of the information
\nprovided by such Lender pursuant to clause (c) of Section 3.1B(v).<\/p>\n

“FATCA<\/strong>” means Sections 1471 through 1474 of the Internal
\nRevenue Code, as of the date of this Agreement (or any amended version that is
\nsubstantively comparable) and any current or future regulations or official
\ninterpretations thereof.<\/p>\n

“Federal Funds Effective Rate<\/strong>” means, for any day, the rate
\nper annum equal to the weighted average of the rates on overnight Federal funds
\ntransactions with members of the Federal Reserve System arranged by Federal
\nfunds brokers on such day, as published by the Federal Reserve Bank of New York
\non the Business Day next succeeding such day; provided<\/u> that (a) if such
\nday is not a Business Day, the Federal Funds Effective Rate for such day shall
\nbe such rate on such transactions on the next preceding Business Day as so
\npublished on the next succeeding Business Day, and (b) if no such rate is so
\npublished on such next succeeding Business Day, the Federal Funds Effective Rate
\nfor such day shall be the average rate (rounded upward, if necessary, to a whole
\nmultiple of 1\/100 of 1.0%) charged to Administrative Agent on such day on such
\ntransactions as determined by Administrative Agent.<\/p>\n

“Fee Letter<\/strong>” means the letter agreement among Borrower, Bank
\nof America, JPMorgan, MLPFS and JPMS dated November 18, 2011.<\/p>\n

“Fiscal Year<\/strong>” means, for any purpose, any of the 52-week or
\n53-week reporting periods used by Borrower in the financial reports it prepares
\nfor external reporting purposes.<\/p>\n

“Fitch<\/strong>” means Fitch Ratings, a wholly owned subsidiary of
\nFimalac, S.A.<\/p>\n

“Foreign Plan<\/strong>” means a “defined benefit plan” as defined
\nunder Section 3(35) of ERISA, which is described in Section 4(b)(4) of ERISA and
\nwhich is maintained or contributed to by Borrower or any of its Subsidiaries, or
\nunder which Borrower or any of its Subsidiaries may have any liability.<\/p>\n

“Funding Date<\/strong>” means the date any Loan is funded.<\/p>\n

“Funding and Payment Office<\/strong>” means the office of
\nAdministrative Agent located at 2001 Clayton Road, Concord, CA 94520-2405, Mail
\nCode: CA4-702-02-25,<\/u> Attention: Remy David, or such other location in the
\nUnited States of America as may from time to time be designated in writing by
\nAdministrative Agent.<\/p>\n

“GAAP<\/strong>” means accounting principles generally accepted in the
\nUnited States of America set forth in opinions and pronouncements of the
\nAccounting Principles Board of the<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

9<\/p>\n<\/td>\n

<\/td>\n\n

SAFEWAY TERM CREDIT AGREEMENT<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

\n

American Institute of Certified Public Accountants and statements and
\npronouncements of the Financial Accounting Standards Board or in such other
\nstatements by such other entity as may be approved by a significant segment of
\nthe accounting profession, in each case as the same are applicable to the
\ncircumstances as of the date of determination.<\/p>\n

“Goldman Sachs<\/strong>” has the meaning assigned to such term in the
\nintroduction to this Agreement.<\/p>\n

“Governmental Authority<\/strong>” means the government of the United
\nStates of America or any other nation, or agencies and political subdivisions
\nthereof, whether state or local, and any agency, authority, instrumentality,
\nregulatory body, court, central bank or other entity exercising executive,
\nlegislative, judicial, taxing, regulatory or administrative powers or functions
\nof or pertaining to government (including any supra-national bodies such as the
\nEuropean Union or the European Central Bank).<\/p>\n

“Hazardous Materials<\/strong>” means (i) any chemical, material or
\nsubstance at any time defined as or included in the definition of “hazardous
\nsubstances,” “hazardous wastes,” “hazardous materials,” “extremely hazardous
\nwaste,” “restricted hazardous waste,” “infectious waste,” “toxic substances” or
\nany other formulations intended to define, list or classify substances by reason
\nof deleterious properties such as ignitability, corrosivity, reactivity,
\ncarcinogenicity, toxicity, reproductive toxicity, “TCLP toxicity” or “EP
\ntoxicity” or words of similar import under any applicable Environmental Laws or
\npublications promulgated pursuant thereto; (ii) any oil, petroleum, petroleum
\nfraction or petroleum derived substance; (iii) any drilling fluids, produced
\nwaters and other wastes associated with the exploration, development or
\nproduction of crude oil, natural gas or geothermal resources; (iv) any flammable
\nsubstances or explosives; (v) any radioactive materials; (vi) asbestos in any
\nform; (vii) urea formaldehyde foam insulation; (viii) electrical equipment which
\ncontains any oil or dielectric fluid containing levels of polychlorinated
\nbiphenyls in excess of fifty parts per million; and (ix) pesticides.<\/p>\n

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

“Indemnified Liabilities<\/strong>” has the meaning assigned to that
\nterm in subsection 10.3.<\/p>\n

“Indemnified Taxes<\/strong>” means Taxes other than Excluded Taxes.\n<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

10<\/p>\n<\/td>\n

<\/td>\n\n

SAFEWAY TERM CREDIT AGREEMENT<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

\n

“Indemnitee<\/strong>” has the meaning assigned to that term in
\nsubsection 10.3.<\/p>\n

“Index Debt<\/strong>” has the meaning assigned to that term in the
\ndefinition of “Index Debt Rating”.<\/p>\n

“Index Debt Rating<\/strong>” means, as of any date, the rating that
\nhas been most recently announced by S&P and Moody153s for non-credit-enhanced,
\nsenior unsecured debt (the “Index Debt<\/strong>“) of Borrower. For
\npurposes of the foregoing, (i) if either Moody153s or S&P shall not have in
\neffect a rating for the Index Debt (other than by reason of the circumstances
\nreferred to in the last sentence of this definition), Borrower and
\nAdministrative Agent shall negotiate in good faith to amend this definition to
\nreflect the cessation of such rating, provided that if no amendment to this
\ndefinition has been effected within ten (10) Business Days from the date of such
\nratings cessation then such rating agency shall be deemed to have established a
\nrating in the lowest Pricing Level; (ii) if the ratings established or deemed to
\nhave been established by Moody153s and S&P for the Index Debt shall fall
\nwithin different Pricing Levels, the applicable Pricing Level shall be based on
\nthe higher of the two ratings unless the ratings differ by more than two
\ncategories, in which case the governing rating shall be the category next above
\nthe lower of the two; and (iii) if the ratings established or deemed to have
\nbeen established by Moody153s and S&P for the Index Debt shall be changed
\n(other than as a result of a change in the rating system of Moody153s or S&P),
\nsuch change shall be effective as of the date on which it is first announced by
\nthe applicable rating agency. If the rating system of Moody153s or S&P shall
\nchange, or if either such rating agency shall cease to be in the business of
\nrating corporate debt obligations, Borrower, Administrative Agent and the
\nSyndication Agent shall negotiate in good faith to amend this definition to
\nreflect such changed rating system or the non-availability of ratings from such
\nrating agency and, pending the effectiveness of any such amendment, the
\napplicable Pricing Level shall be determined by reference to the rating most
\nrecently in effect prior to such change or cessation.<\/p>\n

“Insolvency Laws<\/strong>” means the Bankruptcy Code, the Bankruptcy
\nand Insolvency Act (Canada) or any comparable law of Canada or any other
\napplicable bankruptcy, insolvency or similar law now or hereafter in effect in
\nthe United States of America or any state thereof or Canada or any province
\nthereof.<\/p>\n

“Interest Coverage Ratio<\/strong>” means, as at any date of
\ndetermination, the ratio (rounded down to the nearest one-hundredth) of (i)
\nConsolidated Adjusted EBITDA to (ii) Consolidated Interest Expense, in each case
\nfor the four fiscal quarter period ending with the most recently completed
\nfiscal quarter of Borrower.<\/p>\n

“Interest Payment Date<\/strong>” means (i) with respect to any Base
\nRate Loan, each Quarterly Payment Date, and (ii) with respect to any Eurodollar
\nRate Loan, the last day of each Interest Period applicable to such Loan;
\nprovided<\/u> that in the case of each Interest Period of longer than three
\nmonths “Interest Payment Date” shall also include each date that is three
\nmonths, or an integral multiple thereof, after the commencement of such Interest
\nPeriod.<\/p>\n

“Interest Period<\/strong>” has the meaning assigned to that term in
\nsubsection 2.2B.<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

11<\/p>\n<\/td>\n

<\/td>\n\n

SAFEWAY TERM CREDIT AGREEMENT<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

\n

“Interest Rate Agreement<\/strong>” means any interest rate swap
\nagreement, interest rate cap agreement, interest rate collar agreement or other
\nsimilar agreement or arrangement to which Borrower or any of its Subsidiaries is
\na party and which is used to manage the percentages of fixed and floating rate
\nIndebtedness of Borrower and its Subsidiaries.<\/p>\n

“Interest Rate Determination Date<\/strong>” means, with respect to
\nany Interest Period, the second Business Day prior to the first day of such
\nInterest Period.<\/p>\n

“Internal Revenue Code<\/strong>” means the U.S. Internal Revenue Code
\nof 1986, as amended to the date hereof and from time to time hereafter.<\/p>\n

“Joint Bookrunners<\/strong>” has the meaning assigned to that term in
\nthe introduction to this Agreement.<\/p>\n

“Joint Lead Arrangers<\/strong>” has the meaning assigned to that term
\nin the introduction to this Agreement.<\/p>\n

“JPMorgan<\/strong>” has the meaning assigned to that term in the
\nintroduction to this Agreement.<\/p>\n

“JPMS<\/strong>” has the meaning assigned to that term in the
\nintroduction to this Agreement.<\/p>\n

“Lender<\/strong>” and “Lenders<\/strong>” means the persons
\nidentified as “Lenders” and listed on the signature pages of this Agreement,
\ntogether with their successors and permitted assigns pursuant to subsection
\n10.1.<\/p>\n

“Lien<\/strong>” means any lien, mortgage, pledge, assignment,
\nsecurity interest, charge or encumbrance of any kind (including any conditional
\nsale or other title retention agreement, any lease in the nature thereof, and
\nany agreement to give any security interest).<\/p>\n

“Loan Documents<\/strong>” means this Agreement, the Notes, the
\nAdministrative Agent Fee Letter and the Fee Letter.<\/p>\n

“Loan Exposure<\/strong>” means, with respect to any Lender as of any
\ndate, (a) prior to the termination of the Commitments, that Lender153s unused
\nCommitment plus the aggregate outstanding principal amount of the Loans of that
\nLender, and (b) after the termination of the Commitments, the aggregate
\noutstanding principal amount of the Loans of that Lender.<\/p>\n

“Loans<\/strong>” means Loans made by Lenders to Borrower pursuant to
\nsubsection 2.1A.<\/p>\n

“Margin Stock<\/strong>” has the meaning assigned to that term in
\nRegulation U of the Board of Governors of the Federal Reserve System as in
\neffect from time to time.<\/p>\n

“Material Adverse Effect<\/strong>” means (i) a material adverse
\neffect upon the business, operations, properties, assets or condition (financial
\nor otherwise) of Borrower and its Subsidiaries (other than Unrestricted
\nSubsidiaries), taken as a whole, or (ii) the material impairment of
\nAdministrative Agent or any Lender to enforce the Obligations in the aggregate.\n<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

12<\/p>\n<\/td>\n

<\/td>\n\n

SAFEWAY TERM CREDIT AGREEMENT<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

\n

“Material Asset Sale<\/strong>” means the sale, in a single
\ntransaction or series of related transactions, by Borrower or any of its
\nSubsidiaries (other than Unrestricted Subsidiaries) to any Person other than
\nBorrower or any of its Wholly-Owned Subsidiaries of (i) any of the stock of any
\nof Borrower153s Subsidiaries, or (ii) any other assets (whether tangible or
\nintangible) of Borrower or any of its Subsidiaries outside of the ordinary
\ncourse of business; provided<\/u> that the aggregate Book Value of all assets
\ntransferred in such sale (including, without limitation, the assets of any
\nSubsidiary the stock of which is so transferred) equals or exceeds 20% of the
\nBook Value of the consolidated assets of Borrower and its Subsidiaries (other
\nthan Unrestricted Subsidiaries).<\/p>\n

“Material Subsidiary<\/strong>” means, at any date, any domestic
\nSubsidiary of Borrower (other than any Unrestricted Subsidiary) whose tangible
\nassets have a Book Value equal to or exceeding 5% of the Book Value of the
\nconsolidated tangible assets of Borrower and its Subsidiaries.<\/p>\n

“Maturity Date<\/strong>” means March 19, 2015; provided<\/u>,
\nhowever<\/u>, that if such date is not a Business Day, the preceding Business
\nDay.<\/p>\n

“MLPFS<\/strong>” has the meaning assigned to that term in the
\nintroduction to this Agreement.<\/p>\n

“Moody153s<\/strong>” means Moody153s Investors Service, Inc.<\/p>\n

“Multiemployer Plan<\/strong>” means a “multiemployer plan,” as
\ndefined in Section 3(37) of ERISA and which is subject to Title IV of ERISA, to
\nwhich Borrower or any of its ERISA Affiliates is contributing, or may have any
\nliability.<\/p>\n

“Non-Defaulting Lender<\/strong>” means, at any time, each Lender that
\nis not a Defaulting Lender at such time.<\/p>\n

“Notes<\/strong>” means any promissory notes issued by Borrower
\npursuant to subsection 2.1E, substantially in the form of Exhibit III<\/u>
\nannexed hereto, respectively, to evidence the Loans of any Lenders, as notes may
\nbe amended, supplemented or otherwise modified from time to time.<\/p>\n

“Notice of Borrowing<\/strong>” means a notice substantially in the
\nform of Exhibit I<\/u> annexed hereto delivered by Borrower to Administrative
\nAgent pursuant to subsection 2.1B with respect to a proposed borrowing.<\/p>\n

“Notice of Conversion\/Continuation<\/strong>” means a notice
\nsubstantially in the form of Exhibit II<\/u> annexed hereto delivered by
\nBorrower to Administrative Agent pursuant to subsection 2.2D with respect to a
\nproposed conversion or continuation of the applicable basis for determining the
\ninterest rate with respect to the Loans specified therein.<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

13<\/p>\n<\/td>\n

<\/td>\n\n

SAFEWAY TERM CREDIT AGREEMENT<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

\n

“Obligations<\/strong>” means all obligations of every nature of
\nBorrower from time to time owed to Agents, Lenders or any of them under the Loan
\nDocuments, whether for principal, interest, fees, expenses, indemnification or
\notherwise.<\/p>\n

“Officers153 Certificate<\/strong>” means, as applied to any
\ncorporation, a certificate executed on behalf of such corporation by any of its
\nAuthorized Officers.<\/p>\n

“Other Taxes<\/strong>” means all present or future stamp or
\ndocumentary taxes or any other excise or property taxes, charges or similar
\nlevies arising from any payment made hereunder or under any other Loan Document
\nor from the execution, delivery or enforcement of, or otherwise with respect to,
\nthis Agreement or any other Loan Document.<\/p>\n

“Participant<\/strong>” means a purchaser of a participation in the
\nrights and obligations under this Agreement pursuant to subsection 10.1C.<\/p>\n

“Participant Register<\/strong>” has the meaning set forth in
\nsubsection 10.1C.<\/p>\n

“PBGC<\/strong>” means the U.S. Pension Benefit Guaranty Corporation
\n(or any successor thereto).<\/p>\n

“Pension Plan<\/strong>” means any Employee Benefit Plan, other than a
\nMultiemployer Plan, which is subject to Section 412 of the Internal Revenue Code
\nor Title IV of ERISA.<\/p>\n

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

(i) Liens for taxes, assessments or governmental charges or claims the
\npayment of which is not, at the time, required by subsection 6.3;<\/p>\n

(ii) statutory Liens of landlords and Liens of carriers, warehousemen,
\nmechanics and materialmen and other Liens imposed by law incurred in the
\nordinary course of business for sums not yet delinquent or being contested in
\ngood faith, if such reserve or other appropriate provision, if any, as shall be
\nrequired by GAAP shall have been made therefor;<\/p>\n

(iii) Liens incurred or deposits made in the ordinary course of business in
\nconnection with workers153 compensation, unemployment insurance and other types of
\nsocial security (and related standby letters of credit), or to secure the
\nperformance of tenders, statutory obligations, surety and appeal bonds, bids,
\nleases, government contracts, trade contracts, performance and return-of-money
\nbonds and other similar obligations (exclusive of obligations for the payment of
\nborrowed money);<\/p>\n

(iv) any attachment or judgment Lien not constituting an Event of Default
\nunder subsection 8.8;<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

14<\/p>\n<\/td>\n

<\/td>\n\n

SAFEWAY TERM CREDIT AGREEMENT<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

\n

(v) leases or subleases or licenses of occupancy granted to others not
\ninterfering in any material respect with the ordinary conduct of the business of
\nBorrower or any of its Subsidiaries;<\/p>\n

(vi) easements, rights-of-way, restrictions, minor defects, encroachments or
\nirregularities in title and other similar charges or encumbrances not
\ninterfering in any material respect with the ordinary conduct of the business of
\nBorrower or any of its Subsidiaries;<\/p>\n

(vii) any (a) interest or title of a lessor or sublessor under any lease, (b)
\nrestriction or encumbrance that the interest or title of such lessor or
\nsublessor may be subject to, or (c) subordination of the interest of the lessee
\nor sublessee under such lease to any restriction or encumbrance referred to in
\nthe preceding clause (b);<\/p>\n

(viii) Liens arising from filing UCC financing statements relating solely to
\nleases not prohibited by this Agreement;<\/p>\n

(ix) Liens in favor of customs and revenue authorities arising as a matter of
\nlaw to secure payment of customs duties in connection with the importation of
\ngoods;<\/p>\n

(x) Liens encumbering deposits made to secure obligations arising from
\nstatutory, regulatory, contractual or warranty requirements of Borrower and its
\nSubsidiaries (excluding deposits securing the repayment of Indebtedness);<\/p>\n

(xi) Liens encumbering customary initial deposits and margin deposits, and
\nother Liens incurred in the ordinary course of business and which are within the
\ngeneral parameters customary in the industry securing obligations under
\ncommodities agreements; and<\/p>\n

(xii) Liens securing reimbursement obligations under commercial letters of
\ncredit or bankers153 acceptance facilities, which Liens encumber documents and
\nother property to be acquired by drawings under such commercial letters of
\ncredit or drafts accepted under such bankers153 acceptance facilities.<\/p>\n

“Person<\/strong>” means and includes natural persons, corporations,
\nlimited partnerships, general partnerships, limited liability companies, limited
\nliability partnerships, joint stock companies, joint ventures, associations,
\ncompanies, trusts, banks, trust companies, land trusts, business trusts or other
\norganizations, whether or not legal entities, and any Governmental Authority.\n<\/p>\n

“Platform<\/strong>” has the meaning given to it in Section
\n10.8(B)(i).<\/p>\n

“Potential Event of Default<\/strong>” means a condition or event
\nthat, after notice or lapse of time or both, would constitute an Event of
\nDefault.<\/p>\n

“Pricing Level<\/strong>” means, as of any date, the applicable
\nPricing Level set forth in the definition of “Pricing Margin”.<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

15<\/p>\n<\/td>\n

<\/td>\n\n

SAFEWAY TERM CREDIT AGREEMENT<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

\n

“Pricing Margin<\/strong>” means, as of any date, the Pricing Margin
\nset forth below that corresponds to the Index Debt Rating (determined with
\nreference to the definition of “Index Debt Rating”) set forth below in effect on
\nsuch date:<\/p>\n

Pricing Margin<\/p>\n

(in basis points)<\/p>\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Pricing Level<\/p>\n<\/td>\n

<\/td>\n\n

Index Debt Rating<\/p>\n

(S&P\/Moody153s)<\/p>\n<\/td>\n

<\/td>\n\n

Commitment Fee
\nPercentage<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

Eurodollar
\nRate Loans<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

Base Rate Loans<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Level I<\/p>\n<\/td>\n

<\/td>\n\n

BBB+\/Baa1<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

17.5<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n\n

112.5<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n\n

12.5<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Level II<\/p>\n<\/td>\n

<\/td>\n\n

BBB\/Baa2<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

17.5<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n\n

125.0<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n\n

25.0<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Level III<\/p>\n<\/td>\n

<\/td>\n\n

BBB-\/Baa3<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

17.5<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n\n

150.0<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n\n

50.0<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Level IV<\/p>\n<\/td>\n

<\/td>\n\n

BB+\/Ba1<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

17.5<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n\n

175.0<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n\n

75.0<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Level V<\/p>\n<\/td>\n

<\/td>\n\n

Lower than BB+\/Ba1<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

17.5<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n\n

225.0<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n\n

125.0<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

The Pricing Margin shall change as of the opening of business on any day that
\nthe Pricing Level changes pursuant to the definition of “Index Debt Rating”.\n<\/p>\n

“Primary Agent<\/strong>” and “Primary Agents<\/strong>” means
\nBank of America, in its capacity as Administrative Agent, JPMorgan, in its
\ncapacity as Syndication Agent and MLPFS and JPMS, in their respective capacities
\nas Joint Bookrunners.<\/p>\n

“Prime Rate<\/strong>” means the rate of interest in effect for such
\nday as publicly announced from time to time by Administrative Agent as its
\n“prime rate”. The “prime rate” is a rate set by Administrative Agent based upon
\nvarious factors including Administrative Agent153s costs and desired return,
\ngeneral economic conditions and other factors, and is used as a reference point
\nfor pricing some loans, which may be priced at, above, or below such announced
\nrate. Any change in such prime rate announced by Administrative Agent shall take
\neffect at the opening of business on the day specified in the public
\nannouncement of such change.<\/p>\n

“Proceedings<\/strong>” has the meaning assigned to that term in
\nsubsection 6.1(vii).<\/p>\n

“Pro Rata Share<\/strong>” means, with respect to any Lender, the
\npercentage obtained by dividing the Loan Exposure of that Lender by the
\naggregate Loan Exposure of all Lenders.<\/p>\n

“Public Lender<\/strong>” has the meaning assigned to that term in
\nsubsection 6.1.<\/p>\n

“Quarterly Payment Date<\/strong>” means the last Business Day of
\nMarch, June, September and December in each calendar year.<\/p>\n

“Register<\/strong>” has the meaning assigned to that term in
\nsubsection 2.1D.<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

16<\/p>\n<\/td>\n

<\/td>\n\n

SAFEWAY TERM CREDIT AGREEMENT<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

\n

“Regulation D<\/strong>” means Regulation D of the Board of Governors
\nof the Federal Reserve System, as in effect from time to time.<\/p>\n

“Related Parties<\/strong>” means, with respect to any Person, such
\nPerson153s Affiliates and the partners, directors, officers, employees, agents,
\ntrustees and advisors of such Person and of such Person153s Affiliates.<\/p>\n

“Release<\/strong>” means any release, spill, emission, leaking,
\npumping, pouring, injection, escaping, deposit, disposal, discharge, dispersal,
\ndumping, leaching or migration of Hazardous Materials into the indoor or outdoor
\nenvironment (including, without limitation, the abandonment or disposal of any
\nbarrels, containers or other closed receptacles containing any Hazardous
\nMaterials), including the movement of any Hazardous Material through the air,
\nsoil, surface water, groundwater or property.<\/p>\n

“Requisite Lenders<\/strong>” means Lenders having or holding more
\nthan 50% of the Loan Exposure of all Lenders; provided<\/u> that the Loan
\nExposure of any Defaulting Lender shall be excluded for purposes of making a
\ndetermination of Requisite Lenders, as further provided in subsection 10.6
\nhereof.<\/p>\n

“SEC<\/strong>” means the Securities and Exchange Commission or any
\nsuccessor thereto.<\/p>\n

“Securities Act<\/strong>” means the Securities Act of 1933, as
\namended from time to time, and any successor statute.<\/p>\n

“Settlement Service<\/strong>” has the meaning assigned to that term
\nin subsection 10.1B(i).<\/p>\n

“Solvent<\/strong>” means, with respect to any Person, that as of the
\ndate of determination, (i) the then fair saleable value of the property of such
\nPerson is (a) greater than the total amount of liabilities (including reasonably
\nanticipated liabilities with respect to contingent obligations) of such Person
\nand (b) greater than the amount that will be required to pay the probable
\nliabilities on such Person153s then existing debts as they become absolute and
\nmatured considering all financing alternatives and potential asset sales
\nreasonably available to such Person, and (ii) such person has not incurred and
\ndoes not intend to incur, or does not believe that it will incur, debts beyond
\nits ability to pay such debts as they become due.<\/p>\n

“S&P<\/strong>” means Standard & Poors Ratings Services, a
\ndivision of The McGraw-Hill Companies, Inc.<\/p>\n

“SPV<\/strong>” has the meaning assigned to that term in subsection
\n10.1B(i).<\/p>\n

“Subordinated Indebtedness<\/strong>” means the Indebtedness of
\nBorrower subordinated in right of payment to the Obligations.<\/p>\n

“Subsidiary<\/strong>” means, with respect to any Person, any
\ncorporation, partnership, association, joint venture or other business entity of
\nwhich more than 50% of the total voting power of shares of capital stock or
\nother ownership interests entitled (without regard to the<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

17<\/p>\n<\/td>\n

<\/td>\n\n

SAFEWAY TERM CREDIT AGREEMENT<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

\n

occurrence of any contingency) to vote in the election of the Person or
\nPersons (whether directors, managers, trustees or other Persons performing
\nsimilar functions) having the power to direct or cause the direction of the
\nmanagement and policies thereof is at the time owned or controlled, directly or
\nindirectly, by that Person or one or more of the other Subsidiaries of that
\nPerson or a combination thereof.<\/p>\n

“Syndication Agent<\/strong>” has the meaning assigned to that term in
\nthe introduction to this Agreement.<\/p>\n

“Tax<\/strong>” or “Taxes<\/strong>” means any present or
\nfuture tax, levy, impost, duty, charge, fee, assessment, deduction, withholding
\nor other similar charges of any nature imposed by any Governmental Authority,
\nincluding any interest, additions to tax or penalties applicable thereto.<\/p>\n

“Total Loan Amount<\/strong>” means the aggregate principal amount of
\nthe Loans made hereunder, without giving effect to any repayments or prepayments
\nthereof.<\/p>\n

“Unrestricted Cash<\/strong>” means, as at any date of determination,
\nthe aggregate amount of cash and cash equivalents denominated in U.S. or
\nCanadian Dollars (to the extent in any such case not classified as “restricted”
\nfor financial statement purposes) included on the most recent consolidated
\nbalance sheet of Borrower delivered pursuant to subsection 6.1, it being
\nunderstood that any cash or cash equivalents that secure any Indebtedness (other
\nthan the Obligations) shall not be unrestricted for purposes of this definition.\n<\/p>\n

“Unrestricted Subsidiary<\/strong>” means any Subsidiary designated by
\nBorrower as an Unrestricted Subsidiary in accordance with the provisions of
\nsubsection 7.6.<\/p>\n

“Wholly-Owned Subsidiary<\/strong>” means, with respect to any Person,
\nany Subsidiary of such Person that is directly or indirectly wholly-owned by
\nsuch Person.<\/p>\n\n\n\n
\n

1.2<\/strong><\/p>\n<\/td>\n

\n

Accounting Terms; Utilization of GAAP for Purposes of Calculations
\nUnder Agreement.<\/u><\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Except as otherwise expressly provided in this Agreement, all accounting
\nterms not otherwise defined herein shall have the meanings assigned to them in
\nconformity with GAAP. The financial statements to be furnished to the Lenders
\npursuant hereto shall be made and prepared in accordance with GAAP consistently
\napplied throughout the periods involved (except as set forth in the notes
\nthereto or as otherwise disclosed in writing by Borrower to the Lenders);
\nprovided<\/u> that, (a) except as otherwise specifically provided herein, all
\ncomputations and all definitions (including accounting terms) used in
\ndetermining compliance with subsection 7.2 shall utilize GAAP and policies in
\nconformity with those used to prepare the audited financial statements of
\nBorrower referred to in subsection 6.1 for the Fiscal Year ended January 1,
\n2011, and (b) notwithstanding anything to the contrary contained herein, all
\nsuch financial statements shall be prepared, and all financial covenants
\ncontained herein or in any other Loan Document shall be calculated, in each
\ncase, without giving effect to any election under FASB ASC 825 (or any similar
\naccounting principle) permitting a Person to value its financial liabilities at
\nthe fair value thereof.<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

18<\/p>\n<\/td>\n

<\/td>\n\n

SAFEWAY TERM CREDIT AGREEMENT<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

\n\n\n\n
\n

1.3<\/strong><\/p>\n<\/td>\n

\n

Other Definitional Provisions<\/u><\/strong>. <\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

References to “Sections” and “subsections” shall be to Sections and
\nsubsections, respectively, of this Agreement unless otherwise specifically
\nprovided. Any of the terms defined in subsection 1.1 may, unless the context
\notherwise requires, be used in the singular or the plural, depending on the
\nreference.<\/p>\n

Section 2. AMOUNTS AND TERMS OF COMMITMENTS AND LOANS <\/strong><\/p>\n\n\n\n
\n

2.1<\/strong><\/p>\n<\/td>\n

\n

Commitments; Making of Loans; the Register;
\nNotes<\/u><\/strong>.<\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

A. Commitments and Loans.<\/strong> Subject to the terms and
\nconditions of this Agreement and in reliance upon the representations and
\nwarranties of Borrower herein set forth, each Lender severally agrees to lend to
\nBorrower from time to time during the period from and after the Closing Date to
\nand including the Commitment Termination Date in an amount requested by Borrower
\nnot exceeding its Pro Rata Share of the aggregate amount of the Commitments at
\nsuch time to be used for the purposes identified in subsection 2.5A. The amount
\nof each Lender153s Commitment is set forth opposite its name in Schedule 2.1 and
\nthe original aggregate amount of the Commitments is $700,000,000;
\nprovided<\/u> that the amount of the Commitment of each Lender shall be
\nadjusted to give effect to any reduction or termination of Commitments pursuant
\nto Section 2.4 hereof (including as the result of the making of a Loan
\nhereunder) and to any assignment of such Commitment pursuant to subsection
\n10.1B. Borrower may make only two borrowings under the Commitments. The second
\nborrowing under the Commitments shall be for Loans in an aggregate amount not to
\nexceed the unused Commitments. The unused portion of each Lender153s Commitment
\nshall expire immediately and without further action on the Commitment
\nTermination Date if the Loans are not made on or before that date. Amounts
\nborrowed under this subsection 2.1A and subsequently repaid or prepaid may not
\nbe reborrowed. All Loans shall be denominated and funded in Dollars.<\/p>\n

B. Borrowing Mechanics.<\/strong><\/p>\n

(i) Loans<\/u>. Loans made on any Funding Date shall be in an aggregate
\nminimum amount of $100,000,000 and integral multiples of $25,000,000 in excess
\nof that amount. Whenever Borrower desires that Lenders make Loans, it shall
\ndeliver to Administrative Agent a Notice of Borrowing no later than 12:00 noon
\n(New York time) at least three (3) Business Days in advance of the proposed
\nFunding Date in the case of a Eurodollar Rate Loan, or on the proposed Funding
\nDate in the case of a Base Rate Loan; provided<\/u>, however, that if Borrower
\nwishes to request Eurodollar Rate Loans having an Interest Period other than
\n14-days, one, two, three or six months in duration as provided in subsection
\n2.2B, the Notice of Borrowing must be received by Administrative Agent not later
\nthan 12:00 noon (New York time) four Business Days in advance of the proposed
\nFunding Date, whereupon Administrative Agent shall give prompt notice to the
\nLenders of such request and determine whether the requested Interest Period is
\nacceptable to all of them. Not later than 12:00 noon (New York time), three
\nBusiness Days before the proposed Funding Date, Administrative Agent shall
\nnotify Borrower (which notice may be by telephone) whether or not the requested
\nInterest Period described in the<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

19<\/p>\n<\/td>\n

<\/td>\n\n

SAFEWAY TERM CREDIT AGREEMENT<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

\n

preceding proviso has been consented to by all the Lenders. Each Notice of
\nBorrowing shall specify (i) the proposed Funding Date (which shall be a Business
\nDay), (ii) the amount of Loans requested, (iii) whether such Loans are to be
\nBase Rate Loans or Eurodollar Rate Loans (it being agreed and understood that
\nEurodollar Rate Loans may not be borrowed before the date three (3) Business
\nDays after the Closing Date) and (iv) in the case of any Loans requested to be
\nmade as Eurodollar Rate Loans, the initial Interest Period requested therefor.
\nLoans may be continued as or converted into Base Rate Loans and Eurodollar Rate
\nLoans in the manner provided in subsection 2.2D. In lieu of delivering the
\nabove-described Notice of Borrowing, Borrower may give Administrative Agent
\ntelephonic notice by the required time of any proposed borrowing under this
\nsubsection 2.1B; provided<\/u> that such notice shall be promptly confirmed in
\nwriting by delivery of a Notice of Borrowing to Administrative Agent on or
\nbefore the applicable Funding Date.<\/p>\n

(ii) General Provisions Relating to Borrowing<\/u>. Neither Administrative
\nAgent nor any Lender shall incur any liability to Borrower in acting upon any
\ntelephonic notice referred to above that Administrative Agent believes in good
\nfaith to have been given by a duly authorized officer or other person authorized
\nto borrow on behalf of Borrower or for otherwise acting in good faith under this
\nsubsection 2.1B, and upon funding of Loans by Lenders in accordance with this
\nAgreement pursuant to any such telephonic notice, Borrower shall have effected
\nLoans hereunder.<\/p>\n

Borrower shall notify Administrative Agent prior to the funding of any Loans
\nthereby requested in the event that any of the matters to which Borrower is
\nrequired to certify in the applicable Notice of Borrowing is no longer true and
\ncorrect as of the applicable Funding Date, and the acceptance by Borrower of the
\nproceeds of any Loans shall constitute a re-certification by Borrower, as of the
\napplicable Funding Date, as to the matters to which Borrower is required to
\ncertify in the applicable Notice of Borrowing.<\/p>\n

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

C. Disbursement of Funds.<\/strong><\/p>\n

(i) Funding Loans<\/u>. All Loans under this Agreement shall be made by
\nLenders simultaneously and proportionately to their respective Pro Rata Shares.
\nPromptly after receipt by Administrative Agent of a Notice of Borrowing pursuant
\nto subsection 2.1B (or telephonic notice in lieu thereof) requesting a Loan,
\nAdministrative Agent shall notify each Lender of the proposed borrowing. Each
\nLender shall make the amount of its Loan available to Administrative Agent, in
\nDollars and same day funds, at the Funding and Payment Office not later than
\n12:00 noon (or in the case of Base Rate Loans, 2:00 p.m.) (New York time) on the
\napplicable Funding Date.<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

20<\/p>\n<\/td>\n

<\/td>\n\n

SAFEWAY TERM CREDIT AGREEMENT<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

\n

(ii) Disbursement of Loan Proceeds by Administrative Agent<\/u>. Upon
\nsatisfaction or waiver of the conditions precedent specified in subsections 4.1
\n(in the case of Loans made on the Closing Date, if any) and 4.2 (in the case of
\nall Loans), Administrative Agent shall make the proceeds of such Loans available
\nto Borrower on the applicable Funding Date by causing an amount of same day
\nfunds in Dollars equal to the proceeds of all such Loans received by
\nAdministrative Agent from Lenders to be credited to an account of Borrower at
\nthe Funding and Payment Office or to be wired to such account with another
\nfinancial institution as Borrower may specify in writing to Administrative
\nAgent, as applicable.<\/p>\n

(iii) Administrative Agent May Advance Funds; Failure of Lender to Fund
\nLoan<\/u>. Unless Administrative Agent shall have been notified by any Lender
\nprior to the Funding Date for any Loans (or in the case of Base Rate Loans prior
\nto 1:00 p.m. (New York time) on the Funding Date) to be funded by such Lender
\nthat such Lender does not intend to make available to Administrative Agent the
\namount of such Lender153s Loan requested on such Funding Date, Administrative
\nAgent may assume that such Lender has made such amount available to
\nAdministrative Agent on such Funding Date and Administrative Agent may, in its
\nsole discretion, but shall not be obligated to, make available to Borrower a
\ncorresponding amount on such Funding Date. If such corresponding amount is not
\nin fact made available to Administrative Agent by such Lender, Administrative
\nAgent shall be entitled to recover such corresponding amount on demand from such
\nLender together with interest thereon, for each day from such Funding Date until
\nthe date such amount is paid to Administrative Agent, at the customary rate set
\nby Administrative Agent for the correction of errors among banks in Dollars for
\nthree (3) Business Days and thereafter at the Base Rate. If such Lender does not
\npay such corresponding amount forthwith upon Administrative Agent153s demand
\ntherefor, Administrative Agent shall promptly notify Borrower and Borrower shall
\nimmediately pay such corresponding amount to Administrative Agent together with
\ninterest thereon, for each day from such Funding Date until the date such amount
\nis paid to Administrative Agent, at the Base Rate. Nothing in this subsection
\n2.1C shall be deemed to relieve any Lender from its obligation to fulfill its
\nCommitment hereunder or to prejudice any rights that Borrower may have against
\nany Lender as a result of any default by such Lender hereunder.<\/p>\n

No Lender shall be responsible for any default by any other Lender in that
\nother Lender153s obligation to make a Loan requested hereunder nor shall the
\nCommitment of any Lender be increased or decreased as a result of a default by
\nany other Lender in that other Lender153s obligation to make a Loan requested
\nhereunder.<\/p>\n

D. The Register.<\/strong><\/p>\n

(i) Administrative Agent shall maintain, at its address referred to in
\nsubsection 10.8, a register for the recordation of the names and addresses of
\nLenders, and the Commitment and Loans of each Lender from time to time (the
\n“Register<\/strong>“). The Register shall be available for inspection by
\nBorrower or any Lender (but only as to such Lender153s entry in the Register) at
\nany reasonable time and from time to time upon reasonable prior notice.<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

21<\/p>\n<\/td>\n

<\/td>\n\n

SAFEWAY TERM CREDIT AGREEMENT<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

\n

(ii) Administrative Agent shall record in the Register the Commitment and the
\nLoans (including the principal amounts thereof and interest owing thereon) from
\ntime to time of each Lender and each repayment or prepayment in respect of the
\nprincipal amount and interest of the Loans of each Lender. Any such recordation
\nshall be conclusive and binding on Borrower and each Lender, absent manifest or
\ndemonstrable error; provided<\/u> that failure to make any such recordation,
\nor any error in such recordation, shall not affect Borrower153s Obligations in
\nrespect of the applicable Loans.<\/p>\n

(iii) Each Lender shall record on its internal records (including, without
\nlimitation, any Note held by such Lender) the amount of each Loan made by it and
\neach payment in respect thereof. Any such recordation shall be conclusive and
\nbinding on Borrower and such Lender, absent manifest or demonstrable error;
\nprovided<\/u> that failure to make any such recordation, or any error in such
\nrecordation, shall not affect Borrower153s Obligations in respect of the
\napplicable Loans; and provided<\/u>, further<\/u> that in the event of any
\ninconsistency between the Register and any Lender153s records, the recordations in
\nthe Register shall govern.<\/p>\n

(iv) Borrower, Administrative Agent and Lenders shall deem and treat the
\nPersons listed as Lenders in the Register as the holders and owners of the
\ncorresponding Commitments and Loans listed therein for all purposes hereof, and
\nno assignment or transfer of any such Commitment or Loan shall be effective, in
\neach case unless and until an Assignment Agreement effecting the assignment or
\ntransfer thereof shall have been accepted by Administrative Agent and recorded
\nin the Register as provided in subsection 10.1B(ii). Prior to such recordation,
\nall amounts owed with respect to the applicable Commitment or Loan shall be owed
\nto the Lender listed in the Register as the owner thereof, and any request,
\nauthority or consent of any Person who, at the time of making such request or
\ngiving such authority or consent, is listed in the Register as a Lender shall be
\nconclusive and binding on any subsequent holder, assignee or transferee of the
\ncorresponding Commitment or Loan.<\/p>\n

(v) Borrower hereby designates Administrative Agent to serve as its Agent
\nsolely for purposes of maintaining the Register as provided in this subsection
\n2.1D, and Borrower hereby agrees that, to the extent Administrative Agent serves
\nin such capacity, Administrative Agent and its officers, directors, employees,
\nagents and affiliates shall constitute Indemnitees for all purposes under
\nsubsection 10.3.<\/p>\n

E. Optional Notes.<\/strong> If so requested by any Lender by written
\nnotice to Borrower (with a copy to Administrative Agent) at least two (2)
\nBusiness Days prior to the Closing Date or at any time thereafter, Borrower
\nshall execute and deliver to such Lender (and\/or, if applicable and if so
\nspecified in such notice, to any Person who is an assignee of such Lender
\npursuant to subsection 10.1) on the Closing Date (or, if such notice is
\ndelivered after the Closing Date, promptly after Borrower153s receipt of such
\nnotice) a promissory note to evidence such Lender153s Loans to Borrower,
\nsubstantially in the form of Exhibit III<\/u> annexed hereto with appropriate
\ninsertions.<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

22<\/p>\n<\/td>\n

<\/td>\n\n

SAFEWAY TERM CREDIT AGREEMENT<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

\n

Administrative Agent may deem and treat the payee of any Note as the owner
\nthereof for all purposes hereof unless and until an Assignment Agreement
\neffecting the assignment or transfer thereof shall have been accepted by
\nAdministrative Agent as provided in subsection 10.1B(ii). Any request, authority
\nor consent of any person or entity who, at the time of making such request or
\ngiving such authority or consent, is the record holder of any Note shall be
\nconclusive and binding on any subsequent holder, assignee or transferee of that
\nNote or of any Note or Notes issued in exchange therefor.<\/p>\n\n\n\n
\n

2.2<\/strong><\/p>\n<\/td>\n

\n

Interest on the Loans<\/u><\/strong>.<\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

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

(ii) Subject to the provisions of subsections 2.2E and 3.1, Loans shall bear
\ninterest as follows:<\/p>\n

(a) if a Base Rate Loan, then at a rate per annum equal to the sum of the
\nBase Rate plus the Pricing Margin; or<\/p>\n

(b) if a Eurodollar Rate Loan, then at a rate per annum equal to the sum of
\nthe Adjusted Eurodollar Rate for the applicable Interest Period plus the Pricing
\nMargin.<\/p>\n

B. Interest Periods.<\/strong> In connection with each Eurodollar Rate
\nLoan, Borrower may, pursuant to the applicable Notice of Borrowing or Notice of
\nConversion\/Continuation, as the case may be, select an interest period (each an
\n“Interest Period<\/strong>“) to be applicable to such Loan, which
\nInterest Period shall be, at Borrower153s option, either a 14-day or one, two,
\nthree or six month period or, if permitted under clause (vii) of this subsection
\n2.2B, a nine or twelve month period; provided<\/u> that:<\/p>\n

(i) the initial Interest Period for any Eurodollar Rate Loan shall commence
\non the Funding Date in respect of such Loan, in the case of a Loan initially
\nmade as a Eurodollar Rate Loan, or on the date specified in the applicable
\nNotice of Conversion\/Continuation, in the case of a Loan converted to a
\nEurodollar Rate Loan;<\/p>\n

(ii) in the case of immediately successive Interest Periods applicable to a
\nEurodollar Rate Loan continued as such pursuant to a Notice of
\nConversion\/Continuation, each successive Interest Period shall commence on the
\nday on which the next preceding Interest Period expires;<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

23<\/p>\n<\/td>\n

<\/td>\n\n

SAFEWAY TERM CREDIT AGREEMENT<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

\n

(iii) if an Interest Period would otherwise expire on a day that is not a
\nBusiness Day, such Interest Period shall expire on the next succeeding Business
\nDay; provided<\/u> that, if any Interest Period would otherwise expire on a
\nday that is not a Business Day but is a day of the month after which no further
\nBusiness Day occurs in such month, such Interest Period shall expire on the next
\npreceding Business Day;<\/p>\n

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

(v) no Interest Period with respect to any portion of the Loans shall extend
\nbeyond the Maturity Date;<\/p>\n

(vi) there shall be no more than 10 Interest Periods outstanding at any time;\n<\/p>\n

(vii) no Eurodollar Rate Loan shall have an Interest Period of nine or twelve
\nmonths without the consent of the Lenders; and<\/p>\n

(viii) in the event Borrower fails to specify an Interest Period for any
\nEurodollar Rate Loan in the applicable Notice of Borrowing or Notice of
\nConversion\/Continuation, Borrower shall be deemed to have selected an Interest
\nPeriod of one month.<\/p>\n

C. Interest Payments.<\/strong> Subject to the provisions of
\nsubsection 2.2E, interest on each Loan shall be payable in arrears on and to
\neach Interest Payment Date applicable to that Loan, upon any prepayment of that
\nLoan (to the extent accrued on the amount being prepaid) and at maturity
\n(including final maturity).<\/p>\n

D. Conversion or Continuation.<\/strong> Subject to the provisions of
\nsubsection 2.6, Borrower shall have the option (i) to continue all or any part
\nof its outstanding Eurodollar Rate Loans in an amount equal to $10,000,000 and
\nintegral multiples thereof or (ii) to convert all or any part of its outstanding
\nLoans in an amount equal to $10,000,000 and integral multiples of $10,000,000 in
\nexcess thereof from Loans bearing interest at a rate determined by reference to
\none basis to Loans bearing interest at a rate determined by reference to an
\nalternative basis provided<\/u> (a) Base Rate Loans may be converted into
\nEurodollar Rate Loans at any time, and, subject to subsection 2.6D, Eurodollar
\nRate Loans may be converted or continued at any time; and (c) no Loan may be
\ncontinued as or converted into a Eurodollar Rate Loan at any time that an Event
\nof Default has occurred and is continuing.<\/p>\n

Borrower shall deliver a Notice of Conversion\/Continuation to Administrative
\nAgent no later than 12:00 noon (New York time) at least one (1) Business Day in
\nadvance of the proposed conversion date in the case of a conversion to a Base
\nRate Loan and at least three (3) Business Days in advance of the proposed
\nconversion\/continuation date in the case of a<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

24<\/p>\n<\/td>\n

<\/td>\n\n

SAFEWAY TERM CREDIT AGREEMENT<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

\n

conversion to, or a continuation of, a Eurodollar Rate Loan;
\nprovided<\/u>, however, that if Borrower wishes to request Eurodollar Rate
\nLoans having an Interest Period other than 14-days, one, two, three or six
\nmonths in duration as provided in Section 2.2B, the Notice of
\nConversion\/Continuation must be received by Administrative Agent not later than
\n12:00 noon (New York time) four Business Days in advance of the proposed
\nconversion\/continuation date, whereupon Administrative Agent shall give prompt
\nnotice to the Lenders of such request and determine whether the requested
\nInterest Period is acceptable to all of them. Not later than 12:00 noon (New
\nYork time), three Business Days before the proposed conversion\/continuation
\ndate, Administrative Agent shall notify Borrower (which notice may be by
\ntelephone) whether or not the requested Interest Period described in the
\npreceding proviso has been consented to by all the Lenders. Each Notice of
\nConversion\/Continuation shall specify (i) the proposed conversion\/continuation
\ndate (which shall be a Business Day), (ii) the amount and type of the Loan to be
\nconverted\/continued, (iii) the nature of the proposed conversion\/continuation,
\n(iv) in the case of a conversion to, or a continuation of, a Eurodollar Rate
\nLoan, the requested Interest Period, and (v) in the case of a conversion to, or
\na continuation of, a Eurodollar Rate Loan, that no Event of Default has occurred
\nand is continuing. In lieu of delivering the above-described Notice of
\nConversion\/Continuation, Borrower may give Administrative Agent telephonic
\nnotice by the required time of any proposed conversion\/continuation under this
\nsubsection 2.2D; provided<\/u> that such notice shall be promptly confirmed in
\nwriting by delivery of a Notice of Conversion\/Continuation to Administrative
\nAgent on or before the proposed conversion\/continuation date.<\/p>\n

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

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

E. Post-Maturity Interest.<\/strong> Any principal payments on the
\nLoans not paid when due and, to the extent permitted by applicable law, any
\ninterest payments on the Loans not paid when due, in each case whether at stated
\nmaturity, by notice of prepayment, by acceleration or otherwise, shall
\nthereafter bear interest (including post-petition interest in any proceeding
\nunder the Bankruptcy Code or other applicable Insolvency Laws) payable on demand
\nat a rate which is 2% per annum in excess of the interest rate otherwise payable
\nunder this Agreement with respect to the applicable Loans; provided<\/u>
\nthat, in the case of Eurodollar Rate Loans, upon the expiration<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

25<\/p>\n<\/td>\n

<\/td>\n\n

SAFEWAY TERM CREDIT AGREEMENT<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

\n

of the Interest Period in effect at the time any such increase in interest
\nrate is effective, such Eurodollar Rate Loans shall thereupon become Base Rate
\nLoans and shall thereafter bear interest payable upon demand at a rate which is
\n2% per annum in excess of the Base Rate. Payment or acceptance of the increased
\nrates of interest provided for in this subsection 2.2E is not a permitted
\nalternative to timely payment and shall not constitute a waiver of any Event of
\nDefault or otherwise prejudice or limit any rights or remedies of any Agent or
\nLender.<\/p>\n

F. Computation of Interest.<\/strong> Interest on the Loans shall be
\ncomputed (i) in the case of Base Rate Loans, on the basis of a 365-day or
\n366-day year, as the case may be and (ii) in the case of Eurodollar Rate Loans,
\non the basis of a 360-day year, in each case for the actual number of days
\nelapsed in the period during which it accrues. In computing interest on any
\nLoan, the date of the making of such Loan or the first day of an Interest Period
\napplicable to such Loan or, with respect to a Base Rate Loan being converted
\nfrom a Eurodollar Rate Loan, the date of conversion of such Eurodollar Rate Loan
\nto such Base Rate Loan, as the case may be, shall be included, and the date of
\npayment of such Loan or the expiration date of an Interest Period applicable to
\nsuch Loan or, with respect to a Base Rate Loan being converted to a Eurodollar
\nRate Loan, the date of conversion of such Base Rate Loan to such Eurodollar Rate
\nLoan, as the case may be, shall be excluded; provided<\/u> that if a Loan is
\nrepaid on the same day on which it is made, one day153s interest shall be paid on
\nthat Loan. Administrative Agent shall, at any time and from time to time upon
\nrequest of Borrower, use its commercially reasonable efforts to deliver to
\nBorrower a statement showing any quotation used by that Administrative Agent in
\ndetermining any interest rate applicable to Loans pursuant to this Agreement;
\nprovided <\/u>that Administrative Agent shall not be required to provide any
\nsuch quotation for periods earlier than thirty (30) days prior to such request.\n<\/p>\n\n\n\n
\n

2.3<\/strong><\/p>\n<\/td>\n

\n

Fees<\/u><\/strong>.<\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

A. Commitment Fees.<\/strong> Borrower agrees to pay to Administrative
\nAgent, for distribution to each Lender in proportion to that Lender153s Pro Rata
\nShare, commitment fees for the period from and including the Closing Date to and
\nexcluding the Commitment Termination Date equal to the actual daily amount of
\nthe unused Commitments multiplied by<\/u> the Commitment Fee Percentage, as in
\neffect from time to time. All such commitment fees described in this subsection
\n2.3A are to be calculated on the basis of a 360-day year and the actual number
\nof days elapsed and to be payable quarterly in arrears on each Quarterly Payment
\nDate, commencing on the first such date to occur after the Closing Date, and on
\nthe Commitment Termination Date.<\/p>\n

B. Other Fees.<\/strong> Borrower agrees to pay such other fees in the
\namounts and at the times as may be separately agreed upon by Borrower in
\nconnection with this Agreement.<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

26<\/p>\n<\/td>\n

<\/td>\n\n

SAFEWAY TERM CREDIT AGREEMENT<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

\n\n\n\n
\n

2.4<\/strong><\/p>\n<\/td>\n

\n

Repayments; Prepayments and Reductions in Commitments; General
\nProvisions Regarding Payments<\/u><\/strong>.<\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

A. Scheduled Repayments of Loans.<\/strong> Borrower shall make
\nprincipal payments on the Loans in installments on the dates and in the amounts
\nset forth below:<\/p>\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Date<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

Scheduled Repayment<\/strong><\/p>\n<\/td>\n<\/tr>\n

\n

June 30, 2013<\/p>\n<\/td>\n

<\/td>\n\n

5.5% of the Total Loan Amount<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

December 31, 2013<\/p>\n<\/td>\n

<\/td>\n\n

5.5% of the Total Loan Amount<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

June 30, 2014<\/p>\n<\/td>\n

<\/td>\n\n

5.5% of the Total Loan Amount<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

December 31, 2014<\/p>\n<\/td>\n

<\/td>\n\n

5.5% of the Total Loan Amount<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

Maturity Date<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

The balance of the Total Loan Amount<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

; provided<\/u> that the scheduled installments of principal of the Loans
\nset forth above shall be reduced in connection with any prepayments of the Loans
\nin accordance with subsection 2.4B(iii); and provided<\/u>, further<\/u>
\nthat the Loans and all other amounts owed hereunder with respect to the Loans
\nshall be paid in full no later than the Maturity Date, and the final installment
\npayable by Borrower in respect of the Loans on such date shall be in an amount,
\nif such amount is different from that specified above, sufficient to repay all
\namounts owing by Borrower under this Agreement with respect to the Loans,
\ntogether with all accrued and unpaid interest and fees.<\/p>\n

B. Prepayments and Reductions\/Terminations of Commitments.<\/strong>\n<\/p>\n

(i) Voluntary Prepayments<\/u>. Borrower may upon not less than one (1)
\nBusiness Day153s prior written or telephonic notice, in the case of Base Rate
\nLoans, and three (3) Business Days153 prior written or telephonic notice, in the
\ncase of Eurodollar Rate Loans, in each case given to Administrative Agent by
\n12:00 noon (New York time) on the date required and, if given by telephone,
\npromptly confirmed in writing to Administrative Agent (which original written or
\ntelephonic notice Administrative Agent will promptly transmit by fax or
\ntelephone to each Lender), at any time and from time to time prepay any Loans on
\nany Business Day in whole or in part in an aggregate minimum amount of (a)
\n$25,000,000 and integral multiples of $10,000,000 in excess of that amount;
\nprovided<\/u>, however<\/u>, that a Eurodollar Rate Loan may only be prepaid
\nprior to the expiration of the Interest Period applicable thereto upon
\nBorrower153s payment of any amounts that may, as a result of such prepayment, be
\ndue and payable to Lenders pursuant to subsection 2.6D. Any prepayment notice in
\nconnection with the termination of this Agreement may state that such notice is
\nconditional upon the occurrence or non-occurrence of any event specified therein
\n(including the effectiveness of other credit<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

27<\/p>\n<\/td>\n

<\/td>\n\n

SAFEWAY TERM CREDIT AGREEMENT<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

\n

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

(ii) Voluntary Reductions of Commitments<\/u>. Borrower may, upon not less
\nthan three (3) Business Days153 prior written or telephonic notice confirmed in
\nwriting to Administrative Agent (which original written or telephonic notice
\nAdministrative Agent will promptly transmit by fax or telephone to each Lender),
\nat any time and from time to time terminate in whole or permanently reduce in
\npart, without premium or penalty, the Commitments in an amount up to the amount
\nby which the Commitments exceed the aggregate principal amount of all
\noutstanding Loans at the time of such proposed termination or reduction;
\nprovided<\/u> that any such partial reduction of the Commitments shall be in
\nan aggregate minimum amount of $25,000,000 and integral multiples of $10,000,000
\nin excess of that amount. Borrower153s notice to Administrative Agent shall
\ndesignate the date (which shall be a Business Day) of such termination or
\nreduction and the amount of any partial reduction, and such termination or
\nreduction of the Commitments shall be effective on the date specified in
\nBorrower153s notice and shall reduce the Commitment of each Lender proportionately
\nto its Pro Rata Share.<\/p>\n

(iii) Application of Prepayments to Base Rate Loans and Eurodollar Rate
\nLoans<\/u>. Any prepayment by Borrower of Loans shall be applied first<\/u> to
\nBase Rate Loans of Borrower to the full extent thereof and second<\/u> to
\nEurodollar Rate Loans of Borrower, in each case in a manner which minimizes the
\namount of any payments required to be made by Borrower pursuant to subsection
\n2.6D. Any prepayments of the Loans shall be applied as specified in writing to
\nAdministrative Agent by the Borrower or, if not so specified, such prepayments
\nshall be applied to reduce the scheduled installments of principal of the Loans
\nset forth in subsection 2.4A pro rata.<\/p>\n

(iv) Prepayments to Remove a Lender<\/u>. In the event Borrower is entitled
\nto replace a non-consenting Lender pursuant to subsection 10.6B, Borrower shall
\nhave the right, upon five (5) Business Days153 prior written notice to
\nAdministrative Agent (which notice Administrative Agent shall promptly transmit
\nto each of the Lenders), to prepay all Loans, together with accrued and unpaid
\ninterest, fees and other amounts owing to such Lender in accordance with
\nsubsection 10.6B so long as (1) all Commitments of such Lender are terminated
\nconcurrently with such prepayment pursuant to subsection 2.4B(v) (at which time
\nSchedule 2.1<\/u> shall be deemed modified to reflect the changed
\nCommitments), and (2) the consents required by subsection 10.6B in connection
\nwith the prepayment pursuant to this subsection 2.4B(iv) shall have been
\nobtained, and at such time, such Lender shall no longer constitute a “Lender”
\nfor purposes of this Agreement, except with respect to indemnifications under
\nthis Agreement (including, without limitation, subsections 2.6D, 10.2 and 10.3),
\nwhich shall survive as to such Lender.<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

28<\/p>\n<\/td>\n

<\/td>\n\n

SAFEWAY TERM CREDIT AGREEMENT<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

\n

(v) Reductions of Commitments to Remove a Lender<\/u>. In the event
\nBorrower is entitled to replace a non-consenting Lender pursuant to subsection
\n10.6B, Borrower shall have the right, upon five (5) Business Days153 prior written
\nnotice to Administrative Agent (which notice Administrative Agent shall promptly
\ntransmit to each of the Lenders), to terminate the entire Commitment of such
\nLender, so long as (1) all Loans, together with accrued and unpaid interest,
\nfees and other amounts owing to such Lender are repaid, including without
\nlimitation amounts owing to such Lender pursuant to subsection 2.6D, pursuant to
\nsubsection 2.4B(iv) concurrently with the effectiveness of such termination (at
\nwhich time Schedule 2.1<\/u> shall be deemed modified to reflect the changed
\nCommitments) and (2) the consents required by subsection 10.6B in connection
\nwith the prepayment pursuant to subsection 2.4B(iv) shall have been obtained,
\nand at such time, such Lender shall no longer constitute a “Lender” for purposes
\nof this Agreement, except with respect to indemnifications under this Agreement
\n(including, without limitation, subsections 2.6D, 10.2 and 10.3), which shall
\nsurvive as to such Lender.<\/p>\n

(vi) Terminations of Commitments<\/u>. Unless previously terminated, (i)
\nthe Commitments shall terminate on the Commitment Termination Date and (ii) the
\nCommitments shall be reduced upon the making of each Loan by an amount equal to
\nthe amount of such Loan.<\/p>\n

C. General Provisions Regarding Payments.<\/strong><\/p>\n

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

(ii) Application of Payments to Principal and Interest<\/u>. All payments
\nin respect of the principal amount of any Loan shall include payment of accrued
\ninterest on the principal amount being repaid or prepaid, and all such payments
\nshall be applied to the payment of interest before application to principal.\n<\/p>\n

(iii) Apportionment of Payments<\/u>. Aggregate principal and interest
\npayments shall be apportioned among all outstanding Loans to which such payments
\nrelate, in each case proportionately to Lenders153 respective Pro Rata Shares of
\nsuch Loans. Administrative Agent shall promptly distribute to each Lender, at
\nits primary address set forth below its name on the appropriate signature page
\nhereof or at such other address as<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

29<\/p>\n<\/td>\n

<\/td>\n\n

SAFEWAY TERM CREDIT AGREEMENT<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

\n

such Lender may request, its Pro Rata Share of all payments received by
\nAdministrative Agent in respect of Loans. Additionally, Administrative Agent
\nshall distribute to each Lender, at its primary address set forth below its name
\non the appropriate signature page hereof or at such other address as such Lender
\nmay request, its Pro Rata Share of the commitment fees when received by
\nAdministrative Agent pursuant to subsection 2.3.<\/p>\n

Notwithstanding the foregoing provisions of this subsection 2.4C(iii), if,
\npursuant to the provisions of subsection 2.6C, any Notice of
\nConversion\/Continuation is withdrawn as to any Affected Lender or if any
\nAffected Lender makes Base Rate Loans in lieu of its Pro Rata Share of any
\nEurodollar Rate Loans, Administrative Agent shall give effect thereto in
\napportioning payments received thereafter.<\/p>\n

(iv) Payments on Business Days<\/u>. Whenever any payment to be made
\nhereunder shall be stated to be due on a day that is not a Business Day, such
\npayment shall be made on the next succeeding Business Day and such extension of
\ntime shall be included in the computation of the payment of interest hereunder
\nor of the commitment fees hereunder, as the case may be.<\/p>\n

(v) Notation of Payment<\/u>. Each Lender agrees that before disposing of
\nany Note held by it, or any part thereof (other than by granting participations
\ntherein), that Lender will make a notation thereon of all Loans evidenced by
\nthat Note and all principal payments previously made thereon and of the date to
\nwhich interest thereon has been paid; provided<\/u> that the failure to make
\n(or any error in the making of) a notation of any Loan made under such Note
\nshall not limit or otherwise affect the obligations of Borrower hereunder or
\nunder such Note with respect to any Loan or any payments of principal or
\ninterest on such Note.<\/p>\n\n\n\n
\n

2.5<\/strong><\/p>\n<\/td>\n

\n

Use of Proceeds<\/u><\/strong>.<\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

A. Loans.<\/strong> Proceeds of the Loans shall be applied by Borrower
\nfor general corporate purposes, including, without limitation, to fund
\nBorrower153s stock repurchase program, to repay or refinance bank loans,
\ncommercial paper and other borrowings, and for working capital, capital
\nexpenditures and acquisitions.<\/p>\n

B. Margin Regulations.<\/strong> No portion of the proceeds of any
\nborrowing under this Agreement shall be used by Borrower or any of its
\nSubsidiaries in any manner that might cause the borrowing or the application of
\nsuch proceeds to violate Regulation U, Regulation T or Regulation X of the Board
\nof Governors of the Federal Reserve System or any other regulation of such Board
\nor to violate the Exchange Act, in each case as in effect on the date or dates
\nof such borrowing and such use of proceeds.<\/p>\n\n\n\n
\n

2.6<\/strong><\/p>\n<\/td>\n

\n

Special Provisions Governing Eurodollar Rate
\nLoans<\/u><\/strong>.<\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Notwithstanding any other provision of this Agreement to the contrary, the
\nfollowing provisions shall govern with respect to Eurodollar Rate Loans as to
\nthe matters covered:<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

30<\/p>\n<\/td>\n

<\/td>\n\n

SAFEWAY TERM CREDIT AGREEMENT<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

\n

A. Determination of Applicable Interest Rate.<\/strong> On or around
\n11:00 a.m. (New York time) on each Interest Rate Determination Date,
\nAdministrative Agent shall determine in accordance with the definition of
\n“Adjusted Eurodollar Rate” (which determination shall, absent manifest or
\ndemonstrable error, be final, conclusive and binding upon all parties) the
\ninterest rate that shall apply to the Eurodollar Rate Loans for which an
\ninterest rate is then being determined for the applicable Interest Period and
\nshall promptly give notice thereof (in writing or by telephone confirmed in
\nwriting) to Borrower requesting such Eurodollar Rate Loans and the Lenders
\nhaving commitments hereunder to fund such Eurodollar Rate Loans.<\/p>\n

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

C. Illegality or Impracticability of Eurodollar Rate Loans.<\/strong>
\nIn the event that on any date any Lender shall have determined (which
\ndetermination shall be final and conclusive and binding upon all parties hereto
\nbut shall be made only after consultation with Borrower and Administrative
\nAgent) that the making, maintaining or continuation of its Eurodollar Rate Loans
\n(i) has become unlawful as a result of compliance by such Lender in good faith
\nwith any law, treaty, governmental rule, regulation, guideline or order (or
\nwould conflict with any such treaty, governmental rule, regulation, guideline or
\norder not having the force of law even though the failure to comply therewith
\nwould not be unlawful) or (ii) has become impracticable, or would cause such
\nLender material hardship, as a result of contingencies occurring after the date
\nof this Agreement which materially and adversely affect the interbank Eurodollar
\nmarket or the position of such Lender in that market, then, and in any such
\nevent, such Lender shall be an “Affected Lender<\/strong>” and it shall
\non that day give notice (by fax or by telephone confirmed in writing) to
\nBorrower and Administrative Agent of such determination (which notice
\nAdministrative Agent shall promptly transmit to each other Lender). Thereafter
\n(a) the obligation of the Affected Lender to make Loans as, or to convert Loans
\nto, Eurodollar Rate Loans shall be suspended until such notice shall be
\nwithdrawn by the Affected Lender, (b) to the extent such determination by the
\nAffected Lender relates to a Eurodollar Rate Loan then being requested by
\nBorrower pursuant to a Notice of Borrowing or a Notice of
\nConversion\/Continuation, the Affected Lender shall make such Loan as (or convert
\nsuch Loan to, as the case may be) a Base Rate Loan bearing interest at the Base
\nRate, (c) the Affected Lender153s obligation to maintain its outstanding
\nEurodollar Rate Loans (the “Affected Loans<\/strong>“), shall be
\nterminated at the earlier to occur of the expiration of the Interest Period then
\nin effect with respect to the Affected Loans or when required by law, and (d)
\nthe Affected Loans shall automatically convert into Base Rate Loans<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

31<\/p>\n<\/td>\n

<\/td>\n\n

SAFEWAY TERM CREDIT AGREEMENT<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

\n

bearing interest at the Base Rate on the date of such termination.
\nNotwithstanding the foregoing, to the extent a determination by an Affected
\nLender as described above relates to a Eurodollar Rate Loan then being requested
\nby Borrower pursuant to a Notice of Borrowing or a Notice of
\nConversion\/Continuation, Borrower shall have the option, subject to the
\nprovisions of subsection 2.6D, to rescind such Notice of Borrowing or Notice of
\nConversion\/Continuation as to all Lenders by giving notice (by fax or by
\ntelephone confirmed in writing) to Administrative Agent of such rescission on
\nthe date on which the Affected Lender gives notice of its determination as
\ndescribed above (which notice of rescission Administrative Agent shall promptly
\ntransmit to each other Lender). Except as provided in the immediately preceding
\nsentence, nothing in this subsection 2.6C shall affect the obligation of any
\nLender other than an Affected Lender to make or maintain Loans as, or to convert
\nLoans to, Eurodollar Rate Loans in accordance with the terms of this Agreement.\n<\/p>\n

D. Compensation For Breakage or Non-Commencement of Interest
\nPeriods.<\/strong> Borrower shall compensate each Lender, upon written request by
\nthat Lender (which request shall set forth the basis for requesting such
\namounts), for all reasonable losses, expenses and liabilities (including,
\nwithout limitation, any interest paid by that Lender to lenders of funds
\nborrowed by it to make or carry its Eurodollar Rate Loans and any loss, expense
\nor liability sustained by that Lender in connection with the liquidation or
\nre-employment of such funds) which that Lender may sustain: (i) if for any
\nreason (other than a default by that Lender or Administrative Agent) a borrowing
\nof any Eurodollar Rate Loan does not occur on a date specified therefor in a
\nNotice of Borrowing or a telephonic request for borrowing, or a conversion to or
\ncontinuation of any Eurodollar Rate Loan does not occur on a date specified
\ntherefor in a Notice of Conversion\/Continuation or a telephonic request for
\nconversion or continuation, (ii) if any prepayment or other principal payment or
\nany conversion of any of its Eurodollar Rate Loans occurs on a date prior to the
\nlast day of an Interest Period applicable to that Loan, (iii) if any prepayment
\nof any of its Eurodollar Rate Loans is not made on any date specified in a
\nnotice of prepayment given by Borrower, or (iv) as a consequence of any other
\ndefault by Borrower in the repayment of its Eurodollar Rate Loans when required
\nby the terms of this Agreement.<\/p>\n

E. Booking of Eurodollar Rate Loans.<\/strong> Any Lender may make,
\ncarry or transfer Eurodollar Rate Loans at, to, or for the account of any of its
\nbranch offices or the office of an Affiliate of that Lender.<\/p>\n

F. Assumptions Concerning Funding of Eurodollar Rate Loans.<\/strong>
\nCalculation of all amounts payable to a Lender under this subsection 2.6 and
\nunder subsection 3.1A shall be made as though that Lender had funded each of its
\nrelevant Eurodollar Rate Loans through the purchase of a Eurodollar deposit
\nbearing interest at the rate obtained pursuant to the definition of Adjusted
\nEurodollar Rate, in an amount equal to the amount of such Eurodollar Rate Loan
\nand having a maturity comparable to the relevant Interest Period and through the
\ntransfer of such Eurodollar deposit from an offshore office of that Lender to an
\noffice of that Lender in the United States of America; provided<\/u>,
\nhowever<\/u>, that each Lender may fund each of its Eurodollar Rate Loans in
\nany manner it sees fit and the foregoing assumptions shall be utilized only for
\nthe purposes of calculating amounts payable under this subsection 2.6 and under
\nsubsection 3.1A.<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

32<\/p>\n<\/td>\n

<\/td>\n\n

SAFEWAY TERM CREDIT AGREEMENT<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

\n

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

2.7<\/strong><\/p>\n<\/td>\n

\n

Defaulting Lenders<\/u><\/strong>.<\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

A. Defaulting Lender Adjustments<\/u>.<\/strong> Notwithstanding
\nanything to the contrary contained in this Agreement, if any Lender becomes a
\nDefaulting Lender, then, until such time as such Lender is no longer a
\nDefaulting Lender, to the extent permitted by applicable law:<\/p>\n

(i) Waivers and Amendments<\/u>. Such Defaulting Lender153s right to approve
\nor disapprove any amendment, waiver or consent with respect to this Agreement
\nshall be restricted as set forth in subsection 10.6 and the definition of
\n“Requisite Lenders.”<\/p>\n

(ii) Defaulting Lender Waterfall<\/u>. Any payment of principal, interest,
\nfees or other amounts received under this Agreement by Administrative Agent for
\nthe account of such Defaulting Lender (whether voluntary or mandatory, at
\nmaturity, pursuant to Section 8 or otherwise) or received by Administrative
\nAgent from a Defaulting Lender pursuant to subsection 10.4 shall be applied at
\nsuch time or times as may be determined by Administrative Agent as follows:
\nfirst<\/em>, to the payment of any amounts owing by such Defaulting Lender to
\nAdministrative Agent hereunder; second<\/em>, Borrower may request (so long
\nas no Event of Default or Potential Event of Default exists), to the funding of
\nany Loan in respect of which such Defaulting Lender has failed to fund its
\nportion thereof as required by this Agreement, as determined by Administrative
\nAgent; third<\/em>, if so determined by Administrative Agent and Borrower, to
\nbe held in a deposit account and released in order to satisfy such Defaulting
\nLender153s potential future funding obligations with respect to Loans under this
\nAgreement; fourth<\/em>, to the payment of any amounts owing to the Lenders
\nas a result of any judgment of a court of competent jurisdiction obtained by any
\nLender against such Defaulting Lender as a result of such Defaulting Lender153s
\nbreach of its obligations under this Agreement; fifth<\/em>, so long as no
\nEvent of Default or Potential Event of Default exists, to the payment of any
\namounts owing to Borrower as a result of any judgment of a court of competent
\njurisdiction obtained by Borrower against such Defaulting Lender as a result of
\nsuch Defaulting Lender153s breach of its obligations under this Agreement; and
\nsixth<\/em>, to such Defaulting Lender or as otherwise directed by a court of
\ncompetent jurisdiction; provided<\/u> that if (x) such payment is a payment of
\nthe principal amount of any Loans in respect of which such Defaulting Lender has
\nnot fully funded its appropriate share, and (y) such Loans were made at a time
\nwhen the conditions set forth in subsection 4.2 were satisfied or waived, such
\npayment shall be applied solely to pay the Loans of all Non-Defaulting Lenders
\non a pro rata basis prior to being applied to the payment of any Loans of such
\nDefaulting Lender until such time as all Loans are held by the Lenders pro rata
\nin accordance with the Commitments. Any payments, prepayments or other amounts
\npaid or payable to a Defaulting Lender that<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

33<\/p>\n<\/td>\n

<\/td>\n\n

SAFEWAY TERM CREDIT AGREEMENT<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

\n

are applied (or held) to pay amounts owed by a Defaulting Lender shall be
\ndeemed paid to and redirected by such Defaulting Lender, and each Lender
\nirrevocably consents hereto.<\/p>\n

(iii) Certain Fees<\/u>. No Defaulting Lender shall be entitled to receive
\na commitment fee for any period during which that Lender is a Defaulting Lender.\n<\/p>\n

B. Defaulting Lender Cure<\/u>.<\/strong> If Borrower and
\nAdministrative Agent agree in writing that a Lender is no longer a Defaulting
\nLender, Administrative Agent will so notify the parties hereto, whereupon as of
\nthe effective date specified in such notice and subject to any conditions set
\nforth therein, that Lender will, to the extent applicable, purchase at par that
\nportion of outstanding Loans of the other Lenders or take such other actions as
\nAdministrative Agent may determine to be necessary to cause the Loans to be held
\nby the Lenders in accordance with their Pro Rata Share, whereupon such Lender
\nwill cease to be a Defaulting Lender; provided<\/u> that no adjustments will
\nbe made retroactively with respect to fees accrued or payments made by or on
\nbehalf of Borrower while that Lender was a Defaulting Lender; and
\nprovided<\/u>, further<\/u>, that except to the extent otherwise expressly
\nagreed by the affected parties, no change hereunder from Defaulting Lender to
\nLender will constitute a waiver or release of any claim of any party hereunder
\narising from that Lender153s having been a Defaulting Lender.<\/p>\n

Section 3. INCREASED COSTS, TAXES, CAPITAL ADEQUACY, AND MITIGATION
\n<\/strong><\/p>\n\n\n\n
\n

3.1<\/strong><\/p>\n<\/td>\n

\n

Increased Costs; Taxes; Capital
\nAdequacy<\/u><\/strong>.<\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

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

(i) subjects such Lender (or its applicable lending office) to any Tax with
\nrespect to this Agreement or any of its obligations hereunder (including,
\nwithout limitation, its obligation to make Loans), changes the basis of taxation
\napplicable to any payments to such Lender (or its applicable lending office) or
\nin respect thereof (except for Indemnified Taxes or Other Taxes covered by
\nsubsection 3.1B and the imposition of, or any change in the rate of, any
\nExcluded Tax payable by such Lender);<\/p>\n

(ii) imposes, modifies or holds applicable any reserve (including without
\nlimitation any marginal, emergency, supplemental, special or other reserve),
\nspecial deposit, compulsory loan, FDIC insurance or similar requirement
\n(excluding any such reserve or other requirements that are reflected in the
\ndefinition of Adjusted Eurodollar Rate with respect to Eurodollar Rate Loans)
\nagainst assets held by, or deposits or other liabilities in or for the account
\nof, or advances or loans by, or other credit extended by, or any other
\nacquisition of funds by, any office of such Lender (including, without
\nlimitation, the Commitments or Loans of such Lender); or<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

34<\/p>\n<\/td>\n

<\/td>\n\n

SAFEWAY TERM CREDIT AGREEMENT<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

\n

(iii) imposes any other condition (other than with respect to a Tax matter)
\non or affecting such Lender (or its applicable lending office) or its
\nobligations hereunder, its Loans or the interbank Eurodollar market;<\/p>\n

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

B. Taxes<\/strong>.<\/p>\n

(i) Except as otherwise required by law, all payments by or on account of an
\nobligation of Borrower to any Lender or Administrative Agent under this
\nAgreement and the other Loan Documents shall be made free and clear of and
\nwithout reduction or withholding for any Indemnified Taxes or Other Taxes. If
\nBorrower or any other Person is required by applicable law to deduct any Taxes
\n(including any Other Taxes) from any such payment, then (a) in the case of
\nIndemnified Taxes or Other Taxes, the sum payable shall be increased as
\nnecessary so that after making all required deductions (including deductions
\napplicable to additional sums payable under this Section) Administrative Agent
\nor Lender, as the case may be, receives an amount equal to the sum it would have
\nreceived had no deductions of Indemnified Taxes or Other Taxes been made, (b)
\nBorrower or other Person shall make all such deductions, (c) Borrower or other
\nPerson shall timely pay the full amount deducted to the relevant Governmental
\nAuthority in accordance with applicable law, and (d) within 30 days after such
\npayment, Borrower shall deliver to Administrative Agent evidence reasonably
\nsatisfactory to the other affected parties of such payment and of the remittance
\nthereof to the relevant Governmental Authority.<\/p>\n

(ii) In the event Borrower is required to pay any amount under clauses (i)(b)
\nor (i)(c) above, Borrower may do so under protest and may contest the imposition
\nor amount of any Tax giving rise to such payment, and each Lender agrees, at
\nBorrower153s cost and expense, to cooperate with and assist Borrower in any
\nproceeding related to any such contest.<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

35<\/p>\n<\/td>\n

<\/td>\n\n

SAFEWAY TERM CREDIT AGREEMENT<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

\n

(iii) Without limiting the provisions of paragraph (i) above, Borrower shall
\ntimely pay any Other Taxes to the relevant Governmental Authority in accordance
\nwith applicable law.<\/p>\n

(iv) Borrower shall indemnify Administrative Agent and each Lender, within
\nten (10) days after demand therefor, for the full amount of any Indemnified
\nTaxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or
\nasserted on or attributable to amounts payable under this subsection 3.1B) paid
\nby Administrative Agent or such Lender, as the case may be, and any penalties,
\ninterest and reasonable expenses arising therefrom or with respect thereto,
\nwhether or not such Indemnified Taxes or Other Taxes were correctly or legally
\nimposed or asserted by the relevant Governmental Authority; provided<\/u>
\nthat Borrower shall not have any obligation to any Lender or Administrative
\nAgent pursuant to this subsection 3.1B with respect to any penalties, interest
\nand other liabilities attributable to any Indemnified Taxes or Other Taxes to
\nthe extent such amounts arise solely from the gross negligence, willful
\nmisconduct or material breach of the obligations under the Agreement and other
\nLoan Documents, of that Lender or Administrative Agent as determined by a final
\njudgment of a court of competent jurisdiction. A certificate as to the amount of
\nsuch payment or liability delivered to Borrower by a Lender (with a copy to
\nAdministrative Agent), or by Administrative Agent on its own behalf or on behalf
\nof a Lender, shall be conclusive absent manifest error.<\/p>\n

(v) Status of Lenders. Unless not legally entitled to do so:<\/p>\n

(a) any Lender that is entitled to an exemption from or reduction of
\nwithholding tax under the law of the jurisdiction in which Borrower is resident
\nfor tax purposes, or any treaty to which such jurisdiction is a party, with
\nrespect to payments hereunder or under any other Loan Document shall deliver to
\nBorrower (with a copy to Administrative Agent), on or prior to the date on which
\nsuch Lender becomes a Lender under this Agreement (including pursuant to an
\nassignment) and thereafter at the time or times prescribed by applicable law or
\nreasonably requested by Borrower or Administrative Agent, such properly
\ncompleted and executed documentation prescribed by applicable law as will permit
\nsuch payments to be made without withholding or at a reduced rate of
\nwithholding; provided<\/u>, however, that in such Lender153s reasonable judgment
\nsuch completion, execution or submission would not have material adverse legal,
\neconomic or regulatory consequences to such Lender. In addition, any Lender, if
\nrequested by Borrower or Administrative Agent, shall deliver such other
\ndocumentation prescribed by applicable law or reasonably requested by Borrower
\nor Administrative Agent as will enable Borrower or Administrative Agent to
\ndetermine whether or not such Lender is subject to backup withholding or
\ninformation reporting requirements; provided<\/u>, however, that in such
\nLender153s reasonable judgment such completion, execution or submission would not
\nhave material adverse legal, economic or regulatory consequences to such Lender;\n<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

36<\/p>\n<\/td>\n

<\/td>\n\n

SAFEWAY TERM CREDIT AGREEMENT<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

\n

(b) without limiting the generality of the foregoing, with respect to
\npayments due hereunder or under any of the Loan Documents by Borrower, each
\nLender shall deliver to Borrower and Administrative Agent (in such number of
\ncopies as shall be requested by the recipient) on or prior to the date on which
\nsuch Lender becomes a Lender under this Agreement (and from time to time
\nthereafter upon the request of Borrower or Administrative Agent, but only if
\nsuch Lender is legally entitled to do so), whichever of the following is
\napplicable:<\/p>\n

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

(2) two (2) properly completed and duly executed copies of Internal Revenue
\nService Form W-8ECI (or any successor form),<\/p>\n

(3) in the case of a Lender claiming the benefits of the exemption for
\nportfolio interest under section 881(c) of the Code, (x) a certificate to the
\neffect that such Lender is not (A) a “bank” within the meaning of section
\n881(c)(3)(A) of the Code, (B) a “10 percent shareholder” of Borrower within the
\nmeaning of section 881(c)(3)(B) of the Code, or (C) a “controlled foreign
\ncorporation” described in section 881(c)(3)(C) of the Code and (y) two (2)
\nproperly completed and duly executed copies of Internal Revenue Service Form
\nW-8BEN (or any successor form),<\/p>\n

(4) if required to establish an exemption from United States backup
\nwithholding tax, two (2) properly completed and duly executed copies of Internal
\nRevenue Service Form W-9 (or any successor form);<\/p>\n

(c) without limiting the generality of the foregoing, with respect to
\npayments due hereunder or under any of the Loan Documents by Borrower, any
\nLender that has provided forms pursuant to clauses (1) through (3) of subsection
\n3.1B(v)(b) and that does not act or ceases to act for its own account with
\nrespect to any portion of any sums paid or payable to such Lender under any of
\nthe Loan Documents (for example, in the case of a typical participation by such
\nLender) shall deliver to Borrower and Administrative Agent (in such number of
\ncopies as shall be requested by the recipient), on or prior to the date such
\nLender becomes a Lender, or on such later date when such Lender ceases to act
\nfor its own account with respect to any portion of any such sums paid or
\npayable, and from time to time thereafter, as may be necessary in the
\ndetermination of Borrower or Administrative Agent (each in the reasonable
\nexercise of its discretion), duly executed and properly completed copies of the
\nforms and statements required to be provided by such Lender under clauses (1)
\nthrough (3) of subsection 3.1B(v)(b), to establish the portion of any such sums
\npaid or payable with respect to which such Lender acts for its own account and
\nmay be entitled to an exemption from or a reduction of the applicable Tax;<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

37<\/p>\n<\/td>\n

<\/td>\n\n

SAFEWAY TERM CREDIT AGREEMENT<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

\n

(d) with respect to payments due hereunder or under any of the Loan Documents
\nby Borrower, each Lender shall deliver to Borrower and Administrative Agent (in
\nsuch number of copies as shall be requested by the recipient) on or prior to the
\ndate on which such Lender becomes a Lender under this Agreement (and from time
\nto time thereafter upon the request of Borrower or Administrative Agent, but
\nonly if such Lender is legally entitled to do so), any other form prescribed by
\napplicable law as a basis for claiming exemption from or a reduction in
\nwithholding or backup withholding Tax properly completed and duly executed
\ntogether with such supplementary documentation as may be prescribed by
\napplicable law to permit Borrower to determine the withholding or deduction
\nrequired to be made; and<\/p>\n

(e) each non-U.S. Lender shall deliver to Borrower and Administrative Agent
\nat the time or times prescribed by law and at such time or times reasonably
\nrequested by Borrower or Administrative Agent such documentation prescribed by
\napplicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code)
\nand such additional documentation reasonably requested by Borrower or
\nAdministrative Agent as may be necessary for Borrower and Administrative Agent
\nto comply with their obligations under FATCA and to determine that such Lender
\nhas complied with such Lender153s obligations under FATCA or to determine the
\namount to deduct and withhold from such payment.<\/p>\n

(vi) Each Lender shall severally indemnify Administrative Agent, within 10
\ndays after demand therefor, for any Taxes attributable to such Lender that are
\npayable or paid by Administrative Agent in connection with any Loan Document,
\nand any reasonable expenses arising therefrom or with respect thereto, whether
\nor not such Taxes were correctly or legally imposed or asserted by the relevant
\nGovernmental Authority. A certificate as to the nature and amount of such
\npayment or liability delivered to any Lender by Administrative Agent shall be
\nconclusive absent manifest error. Each Lender hereby authorizes Administrative
\nAgent to set off and apply any and all amounts at any time owing to such Lender,
\nas the case may be, under this Agreement or any other Loan Document against any
\namount due to Administrative Agent under this subsection 3.1B(vi). The
\nagreements in this subsection 3.1B(vi) shall survive the resignation and\/or
\nreplacement of Administrative Agent, any assignment of rights by, or the
\nreplacement of, a Lender, the termination of the Commitments and the repayment,
\nsatisfaction or discharge of all other Obligations.<\/p>\n

(vii) Treatment of Certain Refunds. If Administrative Agent or a Lender
\ndetermines, in its sole discretion, that it has received a refund of any
\nIndemnified Taxes or Other Taxes as to which it has been indemnified by Borrower
\nor with respect to which Borrower has paid additional amounts pursuant to this
\nSection, it shall pay to Borrower an amount equal to such refund (but only to
\nthe extent of indemnity payments made, or additional amounts paid, by Borrower
\nunder this Section with respect to the Taxes or<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

38<\/p>\n<\/td>\n

<\/td>\n\n

SAFEWAY TERM CREDIT AGREEMENT<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

\n

Other Taxes giving rise to such refund), net of all out-of-pocket expenses of
\nAdministrative Agent or such Lender, and without interest (other than any
\ninterest paid by the relevant Governmental Authority with respect to such
\nrefund), provided that Borrower, upon the request of Administrative Agent or
\nsuch Lender, agrees to repay the amount paid over to Borrower (plus any
\npenalties, interest or other charges imposed by the relevant Governmental
\nAuthority) to Administrative Agent or such Lender in the event Administrative
\nAgent or such Lender is required to repay such refund to such Governmental
\nAuthority. This paragraph shall not be construed to require Administrative Agent
\nor any Lender to make available its tax returns (or any other information that
\nit deems confidential) to Borrower or any other Person.<\/p>\n

C. Capital Adequacy Adjustment.<\/strong> If any Lender shall have
\ndetermined that the adoption, effectiveness, phase-in or applicability after the
\ndate hereof of any law, rule or regulation (or any provision thereof) regarding
\ncapital adequacy (excluding those published as of the Closing Date but scheduled
\nto take effect thereafter), or any change therein or in the interpretation or
\nadministration thereof by any governmental authority, central bank or comparable
\nagency charged with the interpretation or administration thereof, or compliance
\nby any Lender or any corporation controlling such Lender (or its applicable
\nlending office) with any guideline, request or directive regarding capital
\nadequacy (whether or not having the force of law) of any such governmental
\nauthority, central bank or comparable agency, has or would have the effect of
\nreducing the rate of return on the capital of such Lender or such controlling
\ncorporation as a consequence of, or with reference to, such Lender153s Loans,
\nCommitment or other obligations hereunder with respect to the Loans, in the case
\nof any Lender, to a level below that which such Lender or such controlling
\ncorporation could have achieved but for such adoption, effectiveness, phase-in,
\napplicability, change or compliance (taking into consideration the policies of
\nsuch Lender or such controlling corporation with regard to capital adequacy),
\nthen from time to time, within 15 Business Days after receipt by Borrower from
\nsuch Lender of the statement referred to in the next sentence, Borrower shall
\npay to such Lender such additional amount or amounts as will compensate such
\nLender or such controlling corporation on an after-tax basis for such reduction;
\nprovided<\/u> no Lender shall be entitled to avail itself of the benefit of
\nthis subsection 3.1C to the extent that any such reduction in return was
\nincurred more than six months prior to the time it first makes a demand
\ntherefor, unless the circumstance giving rise to such reduced return arose or
\nbecame applicable retrospectively, in which case no time limit shall apply
\n(provided that such Lender has notified Borrower within six months from the date
\nsuch circumstances arose or became applicable). Each Lender, upon determining in
\ngood faith that any additional amounts will be payable pursuant to this
\nsubsection 3.1C, will give prompt written notice thereof to Borrower, which
\nnotice shall set forth in reasonable detail the basis of the calculation of such
\nadditional amounts, which statement shall be conclusive and binding upon all
\nparties hereto absent manifest or demonstrable error.<\/p>\n\n\n\n
\n

3.2<\/strong><\/p>\n<\/td>\n

\n

Obligation of Lenders to Mitigate<\/u><\/strong>. <\/strong>\n<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Each Lender agrees that, as promptly as practicable after the officer of such
\nLender responsible for administering the Loans becomes aware of the occurrence
\nof an event or the existence of a condition that would cause such Lender to
\nbecome an Affected Lender or that would entitle such Lender to receive payments
\nunder subsection 3.1 it will, to the extent not<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

39<\/p>\n<\/td>\n

<\/td>\n\n

SAFEWAY TERM CREDIT AGREEMENT<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

\n

inconsistent with the internal policies of such Lender and any applicable
\nlegal or regulatory restrictions, use reasonable efforts (i) to make, issue,
\nfund or maintain the Commitment of such Lender or the affected Loans of such
\nLender through another lending office of such Lender, or (ii) take such other
\nmeasures as such Lender may deem reasonable, if as a result thereof the
\ncircumstances which would cause such Lender to be an Affected Lender would cease
\nto exist or the additional amounts which would otherwise be required to be paid
\nto such Lender pursuant to subsection 3.1 would be materially reduced and if, as
\ndetermined by such Lender in its sole discretion, the making, issuing, funding
\nor maintaining of such Commitment or Loans through such other lending office or
\nin accordance with such other measures, as the case may be, would not otherwise
\nmaterially adversely affect such Commitment or Loans or the interests of such
\nLender; provided<\/u> that such Lender will not be obligated to utilize such
\nother lending office pursuant to this subsection 3.2 unless Borrower agrees to
\npay all reasonable expenses incurred by such Lender as a result of utilizing
\nsuch other lending office as described in clause (i) above. A certificate as to
\nthe amount of any such expenses payable by Borrower pursuant to this subsection
\n3.2 (setting forth in reasonable detail the basis for requesting such amount)
\nsubmitted by such Lender to Borrower (with a copy to Administrative Agent) shall
\nbe conclusive absent manifest or demonstrable error.<\/p>\n\n\n\n
\n

3.3<\/strong><\/p>\n<\/td>\n

\n

Replacement of Lenders<\/u><\/strong>. <\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

In the event (i) Borrower is required under the provisions of subsection 2.6C
\nor 3.1 to make payments to any Lender, (ii) any Lender refuses to consent to a
\nproposed amendment, modification, waiver, discharge, consent or termination with
\nrespect to this Agreement which has been approved by the Requisite Lenders as
\nprovided in the first sentence of subsection 10.6A, or (iii) any Lender is a
\nDefaulting Lender, (x) Borrower may within 120 days after the date of any notice
\nor demand requiring such payment under subsection 2.6C or 3.1 is given and so
\nlong as no Event of Default shall have occurred and be continuing, in the case
\nof clause (i) above, and (y) subject to subsection 10.6B, Borrower may at any
\ntime, so long as no Event of Default shall have occurred and be continuing, in
\nthe case of clause (ii) or (iii) above, elect to terminate such Lender as a
\nparty (or parties) to this Agreement; provided<\/u> that, concurrently with
\nsuch termination, (i) Borrower shall pay that Lender, without duplication, all
\nprincipal, interest and fees and other amounts (including, without limitation,
\namounts, if any, owed under subsections 3.1 or 2.6D) owed to such Lender through
\nsuch date of termination, (ii) another Lender or Eligible Assignee shall agree,
\nas of such date, in accordance with the provisions of subsection 10.1, to become
\na Lender for all purposes under this Agreement (whether by assignment or
\namendment, if necessary) and to assume all obligations of the Lender to be
\nterminated as of such date and (iii) all documents and supporting materials
\nnecessary, in the judgment of Administrative Agent to evidence the substitution
\nof such Lender shall have been received and approved by Administrative Agent as
\nof such date.<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

40<\/p>\n<\/td>\n

<\/td>\n\n

SAFEWAY TERM CREDIT AGREEMENT<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

\n

Section 4. CONDITIONS TO LOANS <\/strong><\/p>\n\n\n\n
\n

4.1<\/strong><\/p>\n<\/td>\n

\n

Conditions to Closing<\/u><\/strong>. <\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

The obligations of Lenders to extend any credit hereunder on the Closing Date
\nare, in addition to the conditions precedent specified in subsection 4.2,
\nsubject to prior or concurrent satisfaction of the following conditions:<\/p>\n

A. Borrower Documents.<\/strong> On or before the Closing Date,
\nBorrower shall deliver or cause to be delivered to Lenders (or to Administrative
\nAgent for Lenders with sufficient copies, where appropriate, for each Lender)
\nthe following, each, unless otherwise noted, dated the Closing Date:<\/p>\n

(i) Certified copies of its Articles or Certificate of Incorporation,
\ntogether with a good standing certificate from the Secretary of State (or
\ncomparable official) of its jurisdiction of incorporation, each dated a recent
\ndate prior to the Closing Date;<\/p>\n

(ii) Copies of its Bylaws, certified as of the Closing Date by its corporate
\nsecretary or an assistant secretary;<\/p>\n

(iii) Resolutions of its Board of Directors approving and authorizing the
\nexecution, delivery and performance of this Agreement and the other Loan
\nDocuments to which it is a party, certified as of the Closing Date by its
\ncorporate secretary or an assistant secretary as being in full force and effect
\nwithout modification or amendment;<\/p>\n

(iv) Signature and incumbency certificates of its officers executing this
\nAgreement and the other Loan Documents to which it is a party; and<\/p>\n

(v) Executed copies of the Loan Documents to which such Person is a party.\n<\/p>\n

B. Opinions of Borrower153s Counsel.<\/strong> On or before the Closing
\nDate, Borrower shall deliver or cause to be delivered to Lenders (or to
\nAdministrative Agent for Lenders with sufficient copies for each Lender) (i)
\nexecuted copies of one or more favorable written opinions of Latham &
\nWatkins LLP, special counsel for Borrower, and Robert A. Gordon, Esq., Corporate
\nSecretary, Senior Vice President and General Counsel for Borrower, each in form
\nand substance reasonably satisfactory to Administrative Agent and its counsel,
\ndated as of the Closing Date and covering such matters as Administrative Agent
\nacting on behalf of Lenders may reasonably request and (ii) evidence
\nsatisfactory to Administrative Agent that Borrower has requested such counsel to
\ndeliver such opinions to Lenders.<\/p>\n

C. Fees<\/strong>. Borrower shall have paid the fees payable on the
\nClosing Date referred to in subsection 2.3.<\/p>\n

D. No Material Adverse Effect.<\/strong> Since January 1, 2011, no
\nevent shall have occurred, and no condition shall have developed and persist,
\nthat could, in the reasonable opinion of Requisite Lenders have a Material
\nAdverse Effect other than as disclosed to Lenders in Borrower153s public filings
\nwith the SEC prior to the date hereof.<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

41<\/p>\n<\/td>\n

<\/td>\n\n

SAFEWAY TERM CREDIT AGREEMENT<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

\n

E. Representations and Warranties.<\/strong> Borrower shall have
\ndelivered to Administrative Agent an Officers153 Certificate, in form and
\nsubstance satisfactory to Administrative Agent, to the effect that the
\nrepresentations and warranties of Borrower in Section 5 hereof are true, correct
\nand complete in all material respects on and as of the Closing Date to the same
\nextent as though made on and as of that date.<\/p>\n

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

4.2<\/strong><\/p>\n<\/td>\n

\n

Conditions to All Loans<\/u><\/strong>. <\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

The obligations of Lenders to make Loans on each Funding Date are subject to
\nthe following further conditions precedent:<\/p>\n

A. <\/strong>Administrative Agent shall have received before that
\nFunding Date, in accordance with the provisions of subsection 2.1B, an executed
\nNotice of Borrowing, in each case signed by any executive officer or vice
\npresident of Borrower (each such person being an “Authorized
\nOfficer<\/strong>“).<\/p>\n

B. <\/strong>As of that Funding Date:<\/p>\n

(i) The representations and warranties contained herein and in the other Loan
\nDocuments shall be true, correct and complete in all material respects on and as
\nof that Funding Date to the same extent as though made on and as of that date,
\nexcept to the extent that such representations and warranties specifically
\nrelate to an earlier date, in which case, such representations and warranties
\nshall be true, correct and complete in all material respects on and as of such
\nearlier date; and<\/p>\n

(ii) No event shall have occurred and be continuing or would result from the
\nconsummation of the borrowing contemplated by such Notice of Borrowing that
\nwould constitute an Event of Default or a Potential Event of Default.<\/p>\n

Section 5. BORROWER153S REPRESENTATIONS AND WARRANTIES <\/strong><\/p>\n

In order to induce Lenders to enter into this Agreement and to make the
\nLoans, Borrower represents and warrants to each Lender, on the date of this
\nAgreement and on each Funding Date, that the following statements are true,
\ncorrect and complete:<\/p>\n\n\n\n
\n

5.1<\/strong><\/p>\n<\/td>\n

\n

Organization, Powers, Qualification, Good Standing and
\nBusiness<\/u><\/strong>. <\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

A. Organization and Powers.<\/strong> Borrower is a corporation duly
\nincorporated, validly existing and in good standing under the laws of its
\njurisdiction of incorporation. Borrower has all requisite corporate power and
\nauthority to own and operate its properties, to carry on its business as now
\nconducted, to enter into each Loan Document and to carry out the transactions
\ncontemplated hereby and thereby.<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

42<\/p>\n<\/td>\n

<\/td>\n\n

SAFEWAY TERM CREDIT AGREEMENT<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

\n

B. Qualification and Good Standing.<\/strong> Borrower is qualified to
\ndo business and in good standing in every jurisdiction where its assets are
\nlocated and wherever necessary to carry out its business and operations, except
\nin jurisdictions where the failure to be so qualified or in good standing has
\nnot had and will not have a Material Adverse Effect.<\/p>\n\n\n\n
\n

5.2<\/strong><\/p>\n<\/td>\n

\n

Authorization of Borrowing, etc.<\/u><\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

A. Authorization of Borrowing.<\/strong> The execution, delivery and
\nperformance of each of the Loan Documents by Borrower have been duly authorized
\nby all necessary corporate action on the part of Borrower.<\/p>\n

B. No Conflict.<\/strong> The execution, delivery and performance by
\nBorrower of the Loan Documents to which it is a party and the consummation of
\nthe transactions contemplated by the Loan Documents do not and will not (i)
\nviolate any provision of any material law or any material governmental rule or
\nregulation applicable to Borrower, its Certificate or Articles of Incorporation
\nor Bylaws or any order, judgment or decree of any court or other agency of
\ngovernment binding on Borrower, (ii) conflict with, result in a material breach
\nof or constitute (with due notice or lapse of time or both) a default under any
\nContractual Obligation of Borrower, (iii) result in or require the creation or
\nimposition of any Lien upon any of the properties or assets of Borrower, or (iv)
\nrequire any approval of stockholders or any approval or consent of any Person
\nunder any Contractual Obligation of Borrower, except for such approvals or
\nconsents which will be obtained on or before the Closing Date.<\/p>\n

C. Governmental Consents.<\/strong> The execution, delivery and
\nperformance by Borrower of the Loan Documents to which it is a party and the
\nconsummation of the transactions contemplated by the Loan Documents do not and
\nwill not require Borrower to make or obtain any registration with, consent or
\napproval of, or notice to, or other action to, with or by, any United States
\nGovernmental Authority.<\/p>\n

D. Binding Obligation.<\/strong> Each of the Loan Documents has been
\nduly executed and delivered by Borrower and is the legally valid and binding
\nobligation of Borrower, enforceable against Borrower in accordance with its
\nrespective terms, except as may be limited by bankruptcy, insolvency,
\nreorganization, moratorium or similar laws relating to or limiting creditors153
\nrights generally or by equitable principles relating to enforceability.<\/p>\n\n\n\n
\n

5.3<\/strong><\/p>\n<\/td>\n

\n

Financial Condition<\/u><\/strong>. <\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

The audited consolidated balance sheet of Borrower and its Subsidiaries as at
\nJanuary 1, 2011 and the related consolidated statements of income, stockholders153
\nequity and cash flows of Borrower and its Subsidiaries for the Fiscal Year then
\nended, in each case as presented in Borrower153s Annual Report on SEC Form 10-K
\nfor its fiscal year ended on such date, were prepared in conformity with GAAP
\nand fairly present, in all material respects, the financial position (on a
\nconsolidated basis) of the entities described in such financial statements as at
\nthe respective dates thereof and the results of operations and cash flows (on a
\nconsolidated basis) of the entities described therein for each of the periods
\nthen ended.<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

43<\/p>\n<\/td>\n

<\/td>\n\n

SAFEWAY TERM CREDIT AGREEMENT<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

\n\n\n\n
\n

5.4<\/strong><\/p>\n<\/td>\n

\n

No Material Adverse Effect<\/u><\/strong>. <\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

No event or change has occurred since January 1, 2011 that has caused or
\nevidences, either in any case or in the aggregate, a Material Adverse Effect
\nother than as disclosed to Lenders in Borrower153s public filings with the SEC
\nprior to the date hereof.<\/p>\n\n\n\n
\n

5.5<\/strong><\/p>\n<\/td>\n

\n

Litigation; Adverse Facts<\/u><\/strong>. <\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Except as set forth in Borrower153s Annual Report on SEC Form 10-K for its
\nfiscal year ended January 1, 2011 and Borrower153s 2010 Annual Report to
\nStockholders or any SEC Form 10-Q or 8-K filed with the SEC prior to the Closing
\nDate, there are no actions, suits, proceedings, arbitrations or governmental
\ninvestigations (whether or not purportedly on behalf of Borrower or any of its
\nSubsidiaries) at law or in equity or before or by any Governmental Authority,
\npending or, to the knowledge of Borrower, threatened against or affecting
\nBorrower or any of its Subsidiaries or any property of Borrower or any of its
\nSubsidiaries that, individually or in the aggregate, would reasonably be
\nexpected to result in a Material Adverse Effect. Neither Borrower nor any of its
\nSubsidiaries is (i) in violation of any applicable laws that, individually or in
\nthe aggregate, would reasonably be expected to result in a Material Adverse
\nEffect or (ii) subject to or in default with respect to any final judgments,
\nwrits, injunctions, decrees, rules or regulations of any court or any other
\nGovernmental Authority, that, individually or in the aggregate, would reasonably
\nbe expected to result in a Material Adverse Effect.<\/p>\n\n\n\n
\n

5.6<\/strong><\/p>\n<\/td>\n

\n

Payment of Taxes<\/u><\/strong>. <\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Except to the extent permitted by subsection 6.3, all material tax returns
\nand reports of Borrower and its Subsidiaries required to be filed by any of them
\nhave been timely filed, and all material taxes, assessments, fees and other
\ngovernmental charges upon Borrower and its Subsidiaries and upon their
\nrespective properties, assets, income, businesses and franchises which are due
\nand payable have been paid when due and payable.<\/p>\n\n\n\n
\n

5.7<\/strong><\/p>\n<\/td>\n

\n

Governmental Regulation<\/u><\/strong>. <\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

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

5.8<\/strong><\/p>\n<\/td>\n

\n

Securities Activities<\/u><\/strong>. <\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

A. <\/strong>Neither Borrower nor any of its Subsidiaries is engaged
\nprincipally, or as one of its important activities, in the business of extending
\ncredit for the purpose of purchasing or carrying any Margin Stock.<\/p>\n

B. <\/strong>Following application of the proceeds of each Loan, not
\nmore than 25% of the value of the assets (either of Borrower only or of Borrower
\nand its Subsidiaries on a consolidated basis) subject to the provisions of
\nsubsection 7.1 or 7.3 or subject to any restriction contained in any agreement
\nor instrument between Borrower and any Lender or any Affiliate of any Lender,
\nrelating to Indebtedness and within the scope of subsection 8.2, will be Margin
\nStock.<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

44<\/p>\n<\/td>\n

<\/td>\n\n

SAFEWAY TERM CREDIT AGREEMENT<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

\n\n\n\n
\n

5.9<\/strong><\/p>\n<\/td>\n

\n

Employee Benefit Plans<\/u><\/strong>. <\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

A. <\/strong>Borrower and each of its ERISA Affiliates are in
\ncompliance in all respects with the terms of each Employee Benefit Plan and
\nForeign Plan and all applicable provisions and requirements of ERISA and the
\nregulations thereunder with respect to each Employee Benefit Plan and applicable
\nforeign law with respect to each Foreign Plan, and have performed all of their
\nobligations under each Employee Benefit Plan, except to the extent that the
\nfailure to so comply or perform would not individually or in the aggregate
\nreasonably be expected to result in a Material Adverse Effect.<\/p>\n

B. <\/strong>No ERISA Event has occurred or is reasonably expected to
\noccur, except as individually or in the aggregate would not reasonably be
\nexpected to result in a Material Adverse Effect.<\/p>\n

C. <\/strong>The amount of any unfunded benefit liabilities for each
\nPension Plan, determined as of the date of the most recent actuarial valuation
\nfor such Pension Plan and based on the assumptions used in such actuarial
\nvaluation for such Pension Plan, would not, individually or in the aggregate
\nwith any unfunded benefit or withdrawal liabilities under any Foreign Plans or
\nMultiemployer Plans, reasonably be expected to result in a Material Adverse
\nEffect. The amount of any unfunded benefit liabilities for each Foreign Plan,
\ndetermined as of the date of the most recent actuarial valuation for such
\nForeign Plan and based on the assumptions used in such actuarial valuation for
\nsuch Foreign Plan, would not, individually or in the aggregate with any unfunded
\nbenefit or withdrawal liabilities under any Pension Plans or Multiemployer
\nPlans, reasonably be expected to result in a Material Adverse Effect.<\/p>\n

D. <\/strong>Borrower and each of its Subsidiaries have made full
\npayment when due of all material contributions to any Foreign Plan required
\nunder such Foreign Plan or under applicable foreign law, except as individually
\nor in the aggregate, would not reasonably be expected to result in a Material
\nAdverse Effect.<\/p>\n

E. <\/strong>To the knowledge of Borrower, none of Borrower or any of
\nits ERISA Affiliates has any potential withdrawal liability to any Multiemployer
\nPlans, except as would not, individually or in the aggregate with any unfunded
\nbenefit liabilities under any Pension Plans or Foreign Plans, reasonably be
\nexpected to result in a Material Adverse Effect.<\/p>\n\n\n\n
\n

5.10<\/strong><\/p>\n<\/td>\n

\n

Disclosure<\/u><\/strong>. <\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

The information heretofore furnished by Borrower and any of its Subsidiaries
\nfor purposes of or in connection with any Loan Document or in any other
\ndocument, certificate or written statement furnished to Lenders by or on behalf
\nof Borrower or any of its Subsidiaries for use in connection with the
\ntransactions contemplated by this Agreement, taken as a whole, does not contain
\nany untrue statement of a material fact or omit to state a material fact (known
\nto Borrower, in the case of any document not furnished by it) necessary in order
\nto make the statements contained herein or therein not misleading in light of
\nthe circumstances in which the<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

45<\/p>\n<\/td>\n

<\/td>\n\n

SAFEWAY TERM CREDIT AGREEMENT<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

\n

same were made, provided<\/u> that with respect to any projections and pro
\nforma financial information contained in such materials, Borrower represents
\nonly that such information is based upon good faith estimates and assumptions
\nbelieved by Borrower to be reasonable at the time made, it being recognized by
\nLenders that such projections as to future events are not to be viewed as facts
\nand that actual results during the period or periods covered by any such
\nprojections may differ from the projected results, and such differences may be
\nmaterial. As of the Closing Date, there are no facts known to Borrower (other
\nthan matters of a general economic nature) that, individually or in the
\naggregate, would reasonably be expected to result in a Material Adverse Effect
\nand that have not been disclosed herein or in such other documents, certificates
\nand written statements furnished to Lenders for use in connection with the
\ntransactions contemplated hereby.<\/p>\n\n\n\n
\n

5.11<\/strong><\/p>\n<\/td>\n

\n

Foreign Assets Control Regulations, etc.<\/u><\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Neither the making of any Loans, nor the use of the proceeds thereof will
\nviolate the Trading with the Enemy Act, as amended, or any of the foreign assets
\ncontrol regulations of the United States Treasury Department (31 CFR, Subtitle
\nB, Chapter V, as amended) or any enabling legislation or executive order
\nrelating thereto. Without limiting the foregoing, neither Borrower nor any of
\nits Subsidiaries or Affiliates (a) is or will become a Person whose property or
\ninterests in property are blocked pursuant to Section 1 of Executive Order 13224
\nof September 23, 2001 Blocking Property and Prohibiting Transactions With
\nPersons Who Commit, Threaten to Commit, or Support Terrorism (66 Fed. Reg. 49079
\n(2001)) or (b) engages or will engage in any dealings or transactions, or be
\notherwise associated, with any such Person. Borrower and its Subsidiaries and
\nAffiliates are in compliance, in all material respects, with the Uniting And
\nStrengthening America By Providing Appropriate Tools Required To Intercept And
\nObstruct Terrorism (USA Patriot Act of 2001).<\/p>\n

Section 6. BORROWER153S AFFIRMATIVE COVENANTS <\/strong><\/p>\n

Borrower covenants and agrees that, so long as the Commitments hereunder
\nshall remain in effect or until payment in full of all of the Loans and other
\nObligations, unless Requisite Lenders shall otherwise give prior written
\nconsent, Borrower shall perform, and shall cause each of its Subsidiaries to
\nperform, all covenants in this Section 6.<\/p>\n\n\n\n
\n

6.1<\/strong><\/p>\n<\/td>\n

\n

Financial Statements and Other Reports<\/u><\/strong>.
\n<\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Borrower shall maintain, and cause each of its Subsidiaries to maintain, a
\nsystem of accounting established and administered in accordance with sound
\nbusiness practices to permit preparation of financial statements in conformity
\nwith GAAP. Borrower shall deliver to Administrative Agent and Lenders:<\/p>\n

(i) Quarterly Financials<\/u>: As soon as available and in any event within
\n45 days after the close of each of the first three fiscal quarters in each
\nfiscal year of Borrower, to the extent prepared to comply with SEC requirements,
\na copy of Borrower153s report on SEC Form 10-Q filed with the SEC for such fiscal
\nquarter, or, if no such Form 10-Q was filed by Borrower, the unaudited
\nconsolidated condensed balance sheet of Borrower and its Subsidiaries as at the
\nend of such fiscal quarter, the related unaudited<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

46<\/p>\n<\/td>\n

<\/td>\n\n

SAFEWAY TERM CREDIT AGREEMENT<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

\n

consolidated condensed statements of income of Borrower and its Subsidiaries
\nfor such fiscal quarter and for the elapsed portion of the fiscal year ended as
\nof the end of such fiscal quarter and the related unaudited consolidated
\ncondensed statement of cash flows of Borrower and its Subsidiaries for the
\nelapsed portion of the fiscal year ended as of the end of such fiscal quarter,
\nin each case setting forth the comparative consolidated figures for the
\ncorresponding periods in the prior fiscal year of Borrower or, in the case of
\nsuch consolidated balance sheet, for the last day of the corresponding fiscal
\nquarter in the prior fiscal year of Borrower, all of which shall be certified by
\nthe chief financial officer of Borrower as fairly presenting in all material
\nrespects the consolidated financial condition of Borrower and its Subsidiaries
\nat the respective dates indicated and the results of their consolidated
\noperations and cash flows for each of the periods indicated, subject to changes
\nresulting from audit and normal year-end adjustments;<\/p>\n

(ii) Year-End Financials<\/u>: as soon as available and in any event within
\n90 days after the end of each Fiscal Year, to the extent prepared to comply with
\nSEC requirements, a copy of Borrower153s report on SEC Form 10-K filed with the
\nSEC for such fiscal year, or, if no such Form 10-K was filed by Borrower, the
\nconsolidated balance sheet of Borrower and its Subsidiaries as at the end of
\nsuch fiscal year and the related consolidated statements of income,
\nstockholders153 equity and cash flows of Borrower and its Subsidiaries for such
\nFiscal Year, in each case setting forth the comparative figures for the previous
\nFiscal Year and certified by independent certified public accountants of
\nrecognized national standing selected by Borrower and satisfactory to
\nAdministrative Agent, whose opinion shall be unqualified as to the scope of
\naudit or as to the ability of Borrower and its Subsidiaries to continue as a
\ngoing concern and shall state that such consolidated financial statements fairly
\npresent in all material respects the consolidated financial position of Borrower
\nand its Subsidiaries as at the dates indicated and the results of their
\noperations and their cash flows for the periods indicated in conformity with
\nGAAP and that the audit by such accountants in connection with such consolidated
\nfinancial statements has been made in accordance with generally accepted
\nauditing standards;<\/p>\n

(iii) Officers153 and Compliance Certificates<\/u>: together with each
\ndelivery of financial statements of Borrower and its Subsidiaries pursuant to
\nsubdivisions (i) and (ii) above, (a) to the extent not otherwise included in the
\nrelevant Compliance Certificate, an Officers153 Certificate of Borrower stating
\nthat no Event of Default or Potential Event of Default has occurred and is
\ncontinuing or, if an Event of Default or Potential Event of Default has occurred
\nand is continuing, specifying the nature and period of existence thereof and
\nwhat action Borrower has taken, is taking and proposes to take with respect
\nthereto; and (b) a Compliance Certificate demonstrating in reasonable detail
\ncompliance during and at the end of the applicable accounting periods with the
\nrestrictions contained in subsections 7.1 and 7.2;<\/p>\n

(iv) Accountants153 Certification<\/u>: together with each delivery of
\nconsolidated financial statements of Borrower and its Subsidiaries pursuant to
\nsubdivision (ii) above, a written statement by the independent certified public
\naccountants giving the report thereon (a) stating that their audit has included
\na review of the terms of this Agreement<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

47<\/p>\n<\/td>\n

<\/td>\n\n

SAFEWAY TERM CREDIT AGREEMENT<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

\n

insofar as they relate to financial and accounting matters and (b) stating
\nwhether, in connection with their audit examination, any condition or event that
\nconstitutes an Event of Default or Potential Event of Default has come to their
\nattention and, if such a condition or event has come to their attention,
\nspecifying the nature and period of existence thereof; provided<\/u> that such
\naccountants shall not be liable by reason of any failure to obtain knowledge of
\nany such Event of Default or Potential Event of Default that would not be
\ndisclosed in the course of their audit;<\/p>\n

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

(vi) Events of Default, etc.<\/u>: promptly upon any executive officer, the
\nvice president-treasurer or the vice president-corporate accounting of Borrower
\nobtaining actual knowledge (a) of any condition or event that constitutes an
\nEvent of Default or Potential Event of Default, or becoming aware that any
\nLender has given any notice (other than to Administrative Agent) or taken any
\nother action with respect to a claimed Event of Default or Potential Event of
\nDefault, or (b) of the occurrence of any event or change that has caused or
\nevidences, either in any case or in the aggregate, a Material Adverse Effect, an
\nOfficers153 Certificate specifying the nature and period of existence of such
\ncondition, event or change, or specifying the notice given or action taken by
\nany such Person and the nature of such claimed Event of Default, Potential Event
\nof Default, default, event or condition, and what action Borrower has taken, is
\ntaking and proposes to take with respect thereto;<\/p>\n

(vii) Litigation or Other Proceedings<\/u>: promptly upon any executive
\nofficer of Borrower obtaining actual knowledge of (a) the institution of, or
\nnon-frivolous threat of, any action, suit, proceeding (whether administrative,
\njudicial or otherwise), governmental investigation or arbitration against or
\naffecting Borrower or any of its Subsidiaries or any property of Borrower or any
\nof its Subsidiaries (collectively, “Proceedings<\/strong>“) not
\npreviously disclosed in writing by Borrower to Lenders or (b) any material
\ndevelopment in any Proceeding, that, in either case, has a reasonable
\npossibility of giving rise to a Material Adverse Effect, written notice thereof
\ntogether with such other information as may be reasonably available to Borrower
\nto enable Lenders and their counsel to evaluate such matters; and<\/p>\n

(viii) Other Information<\/u>: with reasonable promptness, such other
\ninformation and data with respect to Borrower or any of its Subsidiaries as from
\ntime to time may be reasonably requested by any Lender.<\/p>\n

Documents required to be delivered pursuant to subdivisions (i), (ii) and (v)
\nof this subsection 6.1 (to the extent any such documents are included in
\nmaterials otherwise filed<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

48<\/p>\n<\/td>\n

<\/td>\n\n

SAFEWAY TERM CREDIT AGREEMENT<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

\n

with the SEC) may be delivered electronically and if so delivered, shall be
\ndeemed to have been delivered on the date (i) on which Borrower posts such
\ndocuments, or provides a link thereto on Borrower153s website on the Internet at
\nthe website address listed on the signature page hereof; or (ii) on which such
\ndocuments are posted on Borrower153s behalf on an Internet or intranet website, if
\nany, to which each Lender and Administrative Agent have access (whether a
\ncommercial, third-party website or whether sponsored by Administrative Agent);
\nprovided<\/u> that: (i) Borrower shall deliver paper copies of such documents
\nto Administrative Agent or any Lender upon its request to Borrower to deliver
\nsuch paper copies until a written request to cease delivering paper copies is
\ngiven by Administrative Agent or such Lender and (ii) Borrower shall notify
\nAdministrative Agent and each Lender (by telecopier or electronic mail) of the
\nposting of any such documents and provide to Administrative Agent by electronic
\nmail electronic versions (i.e., soft copies) of such documents. Administrative
\nAgent shall have no obligation to request the delivery of or to maintain paper
\ncopies of the documents referred to above, and in any event shall have no
\nresponsibility to monitor compliance by Borrower with any such request by a
\nLender for delivery, and each Lender shall be solely responsible for requesting
\ndelivery to it or maintaining its copies of such documents.<\/p>\n

Borrower hereby acknowledges that (a) Administrative Agent and\/or the Joint
\nLead Arrangers will make available to the Lenders materials and\/or information
\nprovided by or on behalf of Borrower hereunder (collectively, “Borrower
\nMaterials<\/strong>“) by posting Borrower Materials on the Platform and (b)
\ncertain of the Lenders (each, a “Public Lender<\/strong>“) may have
\npersonnel who do not wish to receive material non-public information with
\nrespect to Borrower or its Affiliates, or the respective securities of any of
\nthe foregoing, and who may be engaged in investment and other market-related
\nactivities with respect to such Persons153 securities. Borrower hereby agrees that
\n(w) all Borrower Materials that are to be made available to Public Lenders shall
\nbe clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean
\nthat the word “PUBLIC” shall appear prominently on the first page thereof; (x)
\nby marking Borrower Materials “PUBLIC,” Borrower shall be deemed to have
\nauthorized Administrative Agent, the Joint Lead Arrangers and the Lenders to
\ntreat such Borrower Materials as not containing any material non-public
\ninformation with respect to Borrower or its securities for purposes of United
\nStates Federal and state securities laws (provided, however, that such Borrower
\nMaterials shall be subject to the provisions of Section 10.17 to the extent
\napplicable); (y) all Borrower Materials marked “PUBLIC” are permitted to be made
\navailable through a portion of the Platform designated “Public Side
\nInformation;” and (z) Administrative Agent and the Joint Lead Arrangers shall be
\nentitled to treat any Borrower Materials that are not marked “PUBLIC” as being
\nsuitable only for posting on a portion of the Platform not designated “Public
\nSide Information.”<\/p>\n\n\n\n
\n

6.2<\/strong><\/p>\n<\/td>\n

\n

Corporate Existence, etc.<\/u><\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Except as permitted under subsection 7.3, Borrower shall, and shall cause
\neach of its Subsidiaries (other than Unrestricted Subsidiaries) to, at all times
\npreserve and keep in full force and effect its corporate existence and all
\nrights and franchises material to its business; provided<\/u> that nothing in
\nthis subsection 6.2 shall prevent the withdrawal by Borrower or any of its
\nSubsidiaries of qualification to do business as a foreign corporation in any
\njurisdiction where such withdrawal would not reasonably be expected to have a
\nMaterial Adverse Effect.<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

49<\/p>\n<\/td>\n

<\/td>\n\n

SAFEWAY TERM CREDIT AGREEMENT<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

\n\n\n\n
\n

6.3<\/strong><\/p>\n<\/td>\n

\n

Payment of Taxes and Claims<\/u><\/strong>.<\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

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

6.4<\/strong><\/p>\n<\/td>\n

\n

Maintenance of Properties;
\nInsurance<\/u><\/strong>.<\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Borrower shall, and shall cause each of its Subsidiaries to, maintain or
\ncause to be maintained in good repair, working order and condition, ordinary
\nwear and tear excepted, all properties used or useful in the business of
\nBorrower and its Subsidiaries and from time to time will make or cause to be
\nmade all appropriate repairs, renewals and replacements thereof if, in each
\ncase, failure to so maintain would result in a Material Adverse Effect. Borrower
\nwill, and will cause each Subsidiary to, maintain insurance (including
\nself-insurance) in such amounts and covering such risks as is customarily
\ncarried or maintained under similar circumstances by corporations engaged in
\nsimilar businesses.<\/p>\n\n\n\n
\n

6.5<\/strong><\/p>\n<\/td>\n

\n

Inspection<\/u><\/strong>.<\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Borrower shall, and shall cause each of its Subsidiaries to, permit any
\nauthorized representatives designated by any Lender to visit and inspect any of
\nthe properties of Borrower or any of its Subsidiaries, including its and their
\nfinancial and accounting records, and to make copies and take extracts
\ntherefrom, and to discuss its and their affairs, finances and accounts with its
\nand their officers and independent public accountants (provided that Borrower
\n(through its authorized representatives) may, if it so chooses, be present at or
\nparticipate in any such discussion), all upon reasonable notice and at such
\nreasonable times during normal business hours and as often as may be reasonably
\nrequested.<\/p>\n\n\n\n
\n

6.6<\/strong><\/p>\n<\/td>\n

\n

Compliance with Laws, etc.<\/u><\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Borrower shall, and shall cause each of its Subsidiaries to, comply with the
\nrequirements of all applicable laws, rules, regulations and orders of any
\ngovernmental authority, noncompliance with which would reasonably be expected to
\nresult in a Material Adverse Effect.<\/p>\n

Section 7. BORROWER153S NEGATIVE COVENANTS <\/strong><\/p>\n

Borrower covenants and agrees that, so long as the Commitments hereunder
\nshall remain in effect or until payment in full of all of the Loans and other
\nObligations, unless Requisite Lenders shall otherwise give prior written
\nconsent, Borrower shall perform, and shall cause each of its Subsidiaries to
\nperform, all covenants in this Section 7.<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

50<\/p>\n<\/td>\n

<\/td>\n\n

SAFEWAY TERM CREDIT AGREEMENT<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

\n\n\n\n
\n

7.1<\/strong><\/p>\n<\/td>\n

\n

Liens and Related Matters<\/u><\/strong>.<\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

A. Prohibition on Liens.<\/strong> Borrower shall not, and shall not
\npermit any of its Subsidiaries (other than Unrestricted Subsidiaries) to,
\ndirectly or indirectly, create, incur, assume or permit to exist any Lien on or
\nwith respect to any property or asset of any kind (including any document or
\ninstrument in respect of goods or accounts receivable) of Borrower or any such
\nSubsidiary, whether now owned or hereafter acquired, or any income or profits
\ntherefrom, or file or authorize the filing of, or permit to remain in effect,
\nany financing statement or other similar notice of any Lien with respect to any
\nsuch property, asset, income or profits under the Uniform Commercial Code of any
\nState or under any similar recording or notice statute, except:<\/p>\n

(i) Permitted Encumbrances;<\/p>\n

(ii) Liens existing as of the Closing Date securing Indebtedness in an
\naggregate amount not exceeding the principal amount of the Indebtedness or
\nrelated commitment secured by such Liens on the Closing Date;<\/p>\n

(iii) Liens arising pursuant (a) to purchase money mortgages securing
\nIndebtedness representing the purchase price (or financing of the purchase price
\nwithin 180 days after the respective purchase) of property or other assets
\nacquired by Borrower or any of its Subsidiaries (including, without limitation,
\nLiens arising under Capital Leases) or (b) mortgages or security agreements
\nsecuring financing incurred to refurbish, renovate or otherwise improve existing
\nassets, provided<\/u>, in any event, that any such Liens attach only to the
\nassets so purchased, refurbished, renovated or improved;<\/p>\n

(iv) Liens existing on specific tangible assets at the time acquired
\n(including by acquisition, merger or consolidation) by Borrower or any of its
\nSubsidiaries or on assets of a Person at the time such Person first becomes a
\nSubsidiary of Borrower, provided<\/u> that (a) any such Liens were not created
\nat the time of or in contemplation of the acquisition of such assets or Person
\nby Borrower or any of its Subsidiaries and (b) in the case of any such
\nacquisition of a Person other than Casa Ley, any such Lien attached only to
\nspecific tangible assets of such Person and not assets of such Person generally;\n<\/p>\n

(v) Liens securing extensions, renewals or refinancings of any Indebtedness
\nsecured by Liens permitted under any of the preceding clauses (i), (ii), (iii)
\nand (iv) of this subsection 7.1A, provided<\/u> that the principal or
\ncommitted amount of any such Indebtedness (a) is not increased over the
\nprincipal or committed amount outstanding at the time of any such extension or
\nrenewal and (b) is not secured by Liens on any additional assets, except that
\nall or any portion of the aggregate amount of the Indebtedness described in such
\nclauses (i), (ii), (iii) or (iv) may be extended, renewed or refinanced in a
\nsingle financing that does not increase the aggregate principal amount of such
\nIndebtedness but which may provide for cross-collateralization with respect to
\nproperty and assets theretofore encumbered to secure all or any portion of the
\nIndebtedness being extended, renewed or refinanced;<\/p>\n

(vi) Liens on assets substituted for assets theretofore encumbered pursuant
\nto Liens permitted pursuant to the preceding clauses (i), (ii), (iii), (iv) and
\n(v) of this<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

51<\/p>\n<\/td>\n

<\/td>\n\n

SAFEWAY TERM CREDIT AGREEMENT<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

\n

subsection 7.1A to secure the Indebtedness or obligations theretofore
\nsecured, provided<\/u> that the fair market value of such assets at the time
\nsuch Liens are created, as reasonably determined by Borrower, shall not exceed
\nthe fair market value of such previously encumbered assets for which such assets
\nhave been substituted;<\/p>\n

(vii) Liens on Borrower153s and its Subsidiaries153 accounts receivable securing
\nreceivable securitizations and similar receivable financing programs;<\/p>\n

(viii) Liens on assets of Borrower153s Subsidiaries securing Indebtedness owed
\nto Borrower or any of its Wholly-Owned Subsidiaries; provided<\/u> that the
\nholder of such secured Indebtedness may not transfer any such secured
\nIndebtedness to any Person other than Borrower or a Wholly-Owned Subsidiary of
\nBorrower unless, upon giving effect to such transfer, such Liens would be
\npermitted under the provisions of this subsection 7.1A (other than this clause
\n(viii)); and<\/p>\n

(ix) Other Liens securing Indebtedness or other obligations in an aggregate
\namount not to exceed 5% of the Book Value of the consolidated tangible assets of
\nBorrower and its Subsidiaries (other than Unrestricted Subsidiaries) at any
\ntime.<\/p>\n

B. No Restrictions on Subsidiary Distributions to Borrower or Other
\nSubsidiaries.<\/strong> Except as provided herein, Borrower will not, and will
\nnot permit any of its Subsidiaries (other than Unrestricted Subsidiaries) to,
\ncreate or otherwise cause or suffer to exist or become effective any consensual
\nencumbrance or restriction of any kind on the ability of any such Subsidiary to
\n(i) pay dividends or make any other distributions on any of such Subsidiary153s
\ncapital stock owned by Borrower or any Subsidiary of Borrower, (ii) repay or
\nprepay any Indebtedness owed by such Subsidiary to Borrower or any Subsidiary of
\nBorrower, (iii) make loans or advances to Borrower or any Subsidiary of
\nBorrower, or (iv) transfer any of its property or assets to Borrower or any
\nSubsidiary of Borrower, except for such restrictions or encumbrances existing by
\nreason of (a) any restrictions existing under any of the Loan Documents or any
\nother agreements or contracts in effect on the Closing Date or any restrictions
\nunder any Subordinated Indebtedness, (b) any restrictions with respect to a
\nSubsidiary that is not a Subsidiary on the Closing Date under any agreement in
\nexistence at the time such Subsidiary becomes a Subsidiary of Borrower, (c) any
\nrestrictions with respect to a Subsidiary of Borrower imposed pursuant to an
\nagreement which has been entered into for the sale or disposition of all or
\nsubstantially all of the capital stock or assets of such Subsidiary, (d) any
\nrestrictions with respect to any Subsidiary of Borrower all or substantially all
\nof whose assets consist of property encumbered by Liens permitted under
\nsubsection 7.1A, (e) restrictions imposed by applicable laws, (f) restrictions
\nunder leases of, or mortgages and other agreements relating to Liens on,
\nspecified property or assets limiting or prohibiting transfers of such property
\nor assets (including, without limitation, non-assignment clauses, due-on-sale
\nclauses and clauses prohibiting junior Liens), and (g) any restrictions existing
\nunder any agreement that amends, refinances or replaces any agreement containing
\nrestrictions permitted under the preceding clauses (a) through (f),
\nprovided<\/u> that the terms and conditions of any such agreement, taken as a
\nwhole, are not materially less favorable to Borrower than those under the
\nagreement so amended, refinanced or replaced.<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

52<\/p>\n<\/td>\n

<\/td>\n\n

SAFEWAY TERM CREDIT AGREEMENT<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

\n\n\n\n
\n

7.2<\/strong><\/p>\n<\/td>\n

\n

Financial Covenants<\/u><\/strong>.<\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

A. Minimum Interest Coverage Ratio.<\/strong> Borrower shall not
\npermit the Interest Coverage Ratio for any four-fiscal quarter period ending as
\nof the last day of any fiscal quarter of Borrower to be less than 2.00:1.00.\n<\/p>\n

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

7.3<\/strong><\/p>\n<\/td>\n

\n

Restriction on Fundamental Changes; Material Asset
\nSales<\/u><\/strong>.<\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Borrower shall not, and shall not permit any of its Subsidiaries (other than
\nUnrestricted Subsidiaries) to, (A) liquidate, wind-up or dissolve itself (or
\nsuffer any liquidation or dissolution), or (B) enter into any transaction of
\nmerger or consolidation, or convey, sell, lease, sub-lease, transfer or
\notherwise dispose of, in one transaction or a series of transactions, all or any
\npart of its business, property or fixed assets, whether now owned or hereafter
\nacquired, except:<\/p>\n

(i) any Subsidiary of Borrower or any other Person may be merged or
\namalgamated with or into Borrower or any Wholly-Owned Subsidiary of Borrower, or
\nbe liquidated, wound up or dissolved into, or all or any part of its business,
\nproperty or assets may be conveyed, sold, leased, transferred or otherwise
\ndisposed of, in one transaction or a series of transactions, to Borrower or any
\nWholly-Owned Subsidiary of Borrower; provided<\/u> that, (a) in the case of
\nany such merger involving Borrower, Borrower shall be the surviving corporation,
\nand (b) in the case of such a merger involving a Wholly-Owned Subsidiary and not
\ncovered by clause (a) above or permitted by clause (ii) below, the surviving
\ncorporation shall be a Wholly-Owned Subsidiary of Borrower; and<\/p>\n

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

7.4<\/strong><\/p>\n<\/td>\n

\n

Transactions with Shareholders and
\nAffiliates<\/u><\/strong>.<\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Borrower shall not, and shall not permit any of its Subsidiaries to, directly
\nor indirectly, enter into or permit to exist any transaction (including, without
\nlimitation, the purchase, sale, lease or exchange of any property or the
\nrendering of any service) with any holder of 5% or more of any class of
\nBorrower153s Common Stock or with any Affiliate of Borrower or of any such holder,
\non terms that are less favorable to Borrower or that Subsidiary, as the case may
\nbe, than those that might be obtained at the time from Persons who are not such
\na holder or<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

53<\/p>\n<\/td>\n

<\/td>\n\n

SAFEWAY TERM CREDIT AGREEMENT<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

\n

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

7.5<\/strong><\/p>\n<\/td>\n

\n

Conduct of Business<\/u><\/strong>.<\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

From and after the Closing Date, Borrower shall not, and shall not permit any
\nof its Subsidiaries (other than Unrestricted Subsidiaries) to, fundamentally or
\nsubstantively alter the character of its business from that conducted by
\nBorrower and its Subsidiaries, taken as a whole, as of the Closing Date.<\/p>\n\n\n\n
\n

7.6<\/strong><\/p>\n<\/td>\n

\n

Unrestricted Subsidiaries<\/u><\/strong>.<\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Borrower may from time to time deliver to Administrative Agent an Officers153
\nCertificate designating one or more of its Subsidiaries as Unrestricted
\nSubsidiaries; provided<\/u> no Subsidiary shall be designated as an
\nUnrestricted Subsidiary if, upon giving effect to such designation, the
\naggregate Book Value of all assets of all Unrestricted Subsidiaries would exceed
\n15% of the Book Value of the consolidated assets of Borrower and its
\nSubsidiaries or if doing so would cause an Event of Default under subsection
\n7.2. Borrower will not, and will not permit its Subsidiaries, including any
\nUnrestricted Subsidiary, to enter into any contract, agreement, financing or
\nother arrangement that would provide the creditors of any Unrestricted
\nSubsidiary (including Persons with contingent claims against any Unrestricted
\nSubsidiary) with any recourse to or against Borrower or any of its Subsidiaries
\n(other than Unrestricted Subsidiaries) or any of their respective assets or
\nrevenues. Any Officers153 Certificate designating any Unrestricted Subsidiaries
\nshall show, in reasonable detail, the Book Value of such Subsidiary153s assets and
\nthe consolidated assets of Borrower and its Subsidiaries, shall provide pro
\nforma financial statements demonstrating Borrower will continue to be in
\ncompliance with subsection 7.2 upon giving effect to such designation, and shall
\ncertify that Borrower and its Subsidiaries are not parties to any contract or
\nagreement that would provide any such creditors of such Subsidiary with recourse
\nto or against Borrower or any of its Subsidiaries (other than Unrestricted
\nSubsidiaries) and that no such creditor of such Subsidiary would have recourse
\nto or against Borrower or any of its Subsidiaries (other than Unrestricted
\nSubsidiaries) as a matter of law. Any Person designated as an Unrestricted
\nSubsidiary in any such Officers153 Certificate shall, without further action,
\nbecome an Unrestricted Subsidiary on the fifth Business Day after Administrative
\nAgent receives such Officers153 Certificate.<\/p>\n

Borrower shall not, and shall not permit any of its Subsidiaries (other than
\nUnrestricted Subsidiaries) to convey, transfer, sell or otherwise dispose of
\n(including in<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

54<\/p>\n<\/td>\n

<\/td>\n\n

SAFEWAY TERM CREDIT AGREEMENT<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

\n

connection with any merger or consolidation) any of its assets or properties
\nto any Unrestricted Subsidiary if, after giving effect thereto, the aggregate
\nBook Value of all assets of all Unrestricted Subsidiaries would exceed 15% of
\nthe Book Value of all assets of Borrower and its Subsidiaries.<\/p>\n

Borrower may from time to time deliver to Administrative Agent an Officers153
\nCertificate changing the designation of an Unrestricted Subsidiary so that such
\nSubsidiary ceases to be an Unrestricted Subsidiary, which change shall be
\neffective on the third Business Day after Administrative Agent receives such
\nOfficers153 Certificate. Upon effectiveness of such change, such formerly
\nUnrestricted Subsidiary shall be subject to the provisions of this Agreement
\napplicable to all other Subsidiaries of Borrower that are not Unrestricted
\nSubsidiaries and such formerly Unrestricted Subsidiary shall not maintain any
\ncontract or condition that is not permitted hereunder for any Subsidiary of
\nBorrower that is not an Unrestricted Subsidiary regardless of when it first
\nentered into such contract or permitted such condition to exist.<\/p>\n

Section 8. EVENTS OF DEFAULT <\/strong><\/p>\n

If any of the following conditions or events (“Events of
\nDefault<\/strong>“) shall occur and be continuing:<\/p>\n\n\n\n
\n

8.1<\/strong><\/p>\n<\/td>\n

\n

Failure to Make Payments When Due<\/u><\/strong>.<\/strong>\n<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Failure by Borrower to pay any installment of principal of any Loan when due,
\nwhether at stated maturity, by acceleration, by notice of voluntary prepayment,
\nby mandatory prepayment or otherwise; or failure by Borrower to pay any interest
\non any Loan or any fee or any other amount due under this Agreement within five
\ndays after the date due; or<\/p>\n\n\n\n
\n

8.2<\/strong><\/p>\n<\/td>\n

\n

Default in Other Agreements<\/u><\/strong>.<\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

(i) Failure of Borrower or any of its Subsidiaries (other than Unrestricted
\nSubsidiaries) to pay when due any principal of or interest on any items of
\nIndebtedness (other than items of Indebtedness referred to in subsection 8.1)
\nwith an aggregate principal amount of $100,000,000 or more and such failure
\ncontinues beyond the end of any grace period provided therefor; or (ii) breach
\nor default by Borrower or any of its Subsidiaries (other than Unrestricted
\nSubsidiaries) with respect to any other material term of any Indebtedness with
\nan aggregate principal amount of $100,000,000 or more or any loan agreement,
\nmortgage, indenture or other agreement relating to such Indebtedness and such
\nbreach or default continues beyond the end of any grace period provided
\ntherefor, if the effect of such breach or default is to cause, or to permit the
\nholder or holders of that Indebtedness (or a trustee on behalf of such holder or
\nholders) to cause, that Indebtedness to become or be declared due and payable
\nprior to its stated maturity (in each case after the giving or receiving of any
\nrequisite notice or after the lapse of any requisite period); provided<\/u>
\nthat in the event that any non-payment described in clause (i) above or any
\nbreach or default described in clause (ii) above is, prior to any acceleration
\nof the Obligations pursuant to this Section 8, cured or waived by the holders of
\nsuch Indebtedness without (a) any consent, waiver or other fee being paid to
\nsuch holders, (b) prepayments or theretofore unscheduled reductions of such
\nIndebtedness, (c) any<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

55<\/p>\n<\/td>\n

<\/td>\n\n

SAFEWAY TERM CREDIT AGREEMENT<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

\n

additional collateral (or if such Indebtedness was theretofore unsecured, any
\ncollateral) being encumbered to secure such Indebtedness or any additional
\nguaranties thereof (or if such Indebtedness was not theretofore guarantied, any
\nguaranty thereof), (d) any amendment to or modification of the terms of such
\nIndebtedness, except any such amendment or modification as may be necessary to
\nrelax the provisions thereof to cure such non-payment, breach or default, then
\nsuch non-payment, breach or default shall not constitute an Event of Default
\nhereunder; or<\/p>\n\n\n\n
\n

8.3<\/strong><\/p>\n<\/td>\n

\n

Breach of Certain Covenants<\/u><\/strong>.<\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Failure of Borrower to perform or comply with any term or condition contained
\nin subsections 2.5, 6.1(vi) or Section 7 of this Agreement or the failure of
\nBorrower to maintain its corporate existence to the extent required under
\nsubsection 6.2 of this Agreement; or<\/p>\n\n\n\n
\n

8.4<\/strong><\/p>\n<\/td>\n

\n

Breach of Warranty<\/u><\/strong>.<\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Any written representation, warranty, certification or other statement made
\nby Borrower or any of its Subsidiaries in any Loan Document or in any written
\nstatement or certificate at any time given by Borrower or any of its
\nSubsidiaries (or deemed to be given in connection with any borrowing hereunder)
\npursuant hereto or thereto or in connection herewith or therewith shall be false
\nin any material respect on the date as of which made; or<\/p>\n\n\n\n
\n

8.5<\/strong><\/p>\n<\/td>\n

\n

Other Defaults Under Loan Documents<\/u><\/strong>.<\/strong>\n<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Borrower shall default in the performance of or compliance with any term
\ncontained in this Agreement or any of the other Loan Documents, other than any
\nsuch term referred to in any other subsection of this Section 8, and such
\ndefault shall not have been remedied or waived within 30 days after receipt by
\nBorrower of notice from Administrative Agent or any Lender of such default; or\n<\/p>\n\n\n\n
\n

8.6<\/strong><\/p>\n<\/td>\n

\n

Involuntary Bankruptcy; Appointment of Receiver,
\netc<\/u><\/strong>.<\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

(i) A court having jurisdiction in the premises shall enter a decree or order
\nfor relief in respect of Borrower or any Material Subsidiary in an involuntary
\ncase under any Insolvency Laws which decree or order is not stayed; or any other
\nsimilar relief shall be granted under any applicable Insolvency Laws; or (ii) an
\ninvoluntary case shall be commenced against Borrower or any Material Subsidiary
\nunder any Insolvency Laws; or a decree or order of a court having jurisdiction
\nin the premises for the appointment of a receiver, liquidator, sequestrator,
\ntrustee, custodian or other officer having similar powers over Borrower or any
\nMaterial Subsidiary, or over all or a substantial part of its property, shall
\nhave been entered; or there shall have occurred the involuntary appointment of
\nan interim receiver, trustee or other custodian of Borrower or any Material
\nSubsidiary for all or a substantial part of its property; or a warrant of
\nattachment, execution or similar process shall have been issued against any
\nsubstantial part of the property of Borrower or any Material Subsidiary, and any
\nsuch event described in this clause (ii) shall continue for 60 days unless
\ndismissed, bonded or discharged; or<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

56<\/p>\n<\/td>\n

<\/td>\n\n

SAFEWAY TERM CREDIT AGREEMENT<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

\n\n\n\n
\n

8.7<\/strong><\/p>\n<\/td>\n

\n

Voluntary Bankruptcy; Appointment of Receiver,
\netc<\/u><\/strong>.<\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

(i) Borrower or any Material Subsidiary shall have an order for relief
\nentered with respect to it or commence a voluntary case under any Insolvency
\nLaws, or shall consent to the entry of an order for relief in an involuntary
\ncase, or to the conversion of an involuntary case to a voluntary case, under any
\nsuch laws, or shall consent to the appointment of or taking possession by a
\nreceiver, trustee or other custodian for all or a substantial part of its
\nproperty; or Borrower or any Material Subsidiary shall make any assignment for
\nthe benefit of creditors; or (ii) Borrower or any Material Subsidiary shall be
\nunable, or shall fail generally, or shall admit in writing its inability, to pay
\nits debts as such debts become due; or the Board of Directors of Borrower or any
\nMaterial Subsidiary (or any committee thereof) shall adopt any resolution or
\notherwise authorize any action to approve any of the actions referred to in
\nclause (i) above or this clause (ii); or<\/p>\n\n\n\n
\n

8.8<\/strong><\/p>\n<\/td>\n

\n

Judgments and Attachments<\/u><\/strong>.<\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

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

8.9<\/strong><\/p>\n<\/td>\n

\n

Dissolution<\/u><\/strong>.<\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Any order, judgment or decree shall be entered against Borrower or any
\nMaterial Subsidiaries decreeing the dissolution or split up of Borrower or that
\nMaterial Subsidiary (which dissolution, in the case of a Material Subsidiary is
\nnot permitted under subsection 7.3) and such order shall remain undischarged or
\nunstayed for a period in excess of 30 days; or<\/p>\n\n\n\n
\n

8.10<\/strong><\/p>\n<\/td>\n

\n

Employee Benefit Plans<\/u><\/strong>.<\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

There shall occur any ERISA Event which individually results in or would
\nreasonably be expected to result in a Material Adverse Effect or, if taken
\ntogether with all other ERISA Events results in or would reasonably be expected
\nto result in a Material Adverse Effect during the term of this Agreement; or
\nthere shall exist an amount of unfunded benefit liabilities (for each Pension
\nPlan and each Foreign Plan which is required to be funded, determined as of the
\ndate of the most recent actuarial valuation for such Pension Plan or Foreign
\nPlan and based on the assumptions used in such actuarial valuation for such
\nPension Plan or Foreign Plan), individually or in the aggregate for all Pension
\nPlans and all Foreign Plans which are required to be funded (excluding for
\npurposes of such computation any such plans with respect to which assets exceed
\nbenefit liabilities), which would reasonably be expected to result in a Material
\nAdverse Effect; or<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

57<\/p>\n<\/td>\n

<\/td>\n\n

SAFEWAY TERM CREDIT AGREEMENT<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

\n\n\n\n
\n

8.11<\/strong><\/p>\n<\/td>\n

\n

Change in Control<\/u><\/strong>.<\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

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

THEN<\/strong> (i) upon the occurrence of any Event of Default
\ndescribed in subsection 8.6 or 8.7, each of (a) the unpaid principal amount of
\nand accrued interest on the Loans, and (b) all other Obligations shall
\nautomatically become immediately due and payable, without presentment, demand,
\nprotest or other requirements of any kind, all of which are hereby expressly
\nwaived by Borrower and the obligation of each Lender to make any Loan shall
\nthereupon terminate, and (ii) upon the occurrence and during the continuation of
\nany other Event of Default, Administrative Agent shall, upon the written request
\nor with the written consent of Requisite Lenders, by written notice to Borrower,
\ndeclare all or any portion of the amounts described in clauses (a) through (b)
\nabove to be, and the same shall forthwith become, immediately due and payable,
\nand the obligation of each Lender to make any Loan shall thereupon terminate.\n<\/p>\n

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

Section 9. AGENTS <\/strong><\/p>\n\n\n\n
\n

9.1<\/strong><\/p>\n<\/td>\n

\n

Appointment and Authority<\/u><\/strong>.<\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Each of the Lenders hereby irrevocably appoints Bank of America to act on its
\nbehalf as Administrative Agent hereunder and under the other Loan Documents and
\nauthorizes Administrative Agent to take such actions on its behalf and to
\nexercise such powers as are delegated to Administrative Agent by the terms
\nhereof or thereof, together with such actions and powers as are reasonably
\nincidental thereto. Except as expressly provided herein, the provisions of this
\nSection are solely for the benefit of Administrative Agent and the Lenders, and
\nBorrower shall not have rights as a third party beneficiary of any of such
\nprovisions.<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

58<\/p>\n<\/td>\n

<\/td>\n\n

SAFEWAY TERM CREDIT AGREEMENT<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

\n\n\n\n
\n

9.2<\/strong><\/p>\n<\/td>\n

\n

Rights as a Lender<\/u><\/strong>.<\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

The Person serving as Administrative Agent hereunder shall have the same
\nrights and powers in its capacity as a Lender as any other Lender and may
\nexercise the same as though it were not Administrative Agent and the term
\n“Lender” or “Lenders” shall, unless otherwise expressly indicated or unless the
\ncontext otherwise requires, include the Person serving as Administrative Agent
\nhereunder in its individual capacity. Such Person and its Affiliates may accept
\ndeposits from, lend money to, act as the financial advisor or in any other
\nadvisory capacity for and generally engage in any kind of business with Borrower
\nor any Subsidiary or other Affiliate thereof as if such Person were not
\nAdministrative Agent hereunder and without any duty to account therefor to the
\nLenders.<\/p>\n\n\n\n
\n

9.3<\/strong><\/p>\n<\/td>\n

\n

Exculpatory Provisions<\/u><\/strong>.<\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Each Agent shall have only those duties and responsibilities that are
\nexpressly specified for such Agent in this Agreement and the other Loan
\nDocuments, and it may exercise such powers, rights and remedies and perform such
\nduties by or through its agents or employees, it being understood that, except
\nas expressly specified herein, no Agent other than the Administrative Agent
\nshall have any duties or responsibilities under this Agreement and the other
\nLoan Documents. Administrative Agent shall not have any duties or obligations
\nexcept those expressly set forth herein and in the other Loan Documents. Without
\nlimiting the generality of the foregoing, Administrative Agent:<\/p>\n

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

(ii) shall not have any duty to take any discretionary action or exercise any
\ndiscretionary powers, except discretionary rights and powers expressly
\ncontemplated hereby or by the other Loan Documents that Administrative Agent is
\nrequired to exercise as directed in writing by the Requisite Lenders (or such
\nother number or percentage of the Lenders as shall be expressly provided for
\nherein or in the other Loan Documents), provided<\/u> that Administrative
\nAgent shall not be required to take any action that, in its opinion or the
\nopinion of its counsel, may expose Administrative Agent to liability or that is
\ncontrary to any Loan Document or applicable law; and<\/p>\n

(iii) shall not, except as expressly set forth herein and in the other Loan
\nDocuments, have any duty to disclose, and shall not be liable for the failure to
\ndisclose, any information relating to Borrower or any of its Affiliates that is
\ncommunicated to or obtained by the Person serving as Administrative Agent or any
\nof its Affiliates in any capacity.<\/p>\n

Administrative Agent shall not be liable for any action taken or not taken by
\nit (i) with the consent or at the request of the Requisite Lenders (or such
\nother number or percentage of the Lenders as shall be necessary, or as
\nAdministrative Agent shall believe in good faith shall be<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

59<\/p>\n<\/td>\n

<\/td>\n\n

SAFEWAY TERM CREDIT AGREEMENT<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

\n

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

Administrative Agent shall not be responsible for or have any duty to
\nascertain or inquire into (i) any statement, warranty or representation made in
\nor in connection with this Agreement or any other Loan Document, (ii) the
\ncontents of any certificate, report or other document delivered hereunder or
\nthereunder or in connection herewith or therewith, (iii) the performance or
\nobservance of any of the covenants, agreements or other terms or conditions set
\nforth herein or therein or the occurrence of any Potential Event of Default,
\n(iv) the validity, enforceability, effectiveness or genuineness of this
\nAgreement, any other Loan Document or any other agreement, instrument or
\ndocument or (v) the satisfaction of any condition set forth in Section 4<\/u>
\nor elsewhere herein, other than to confirm receipt of items expressly required
\nto be delivered to Administrative Agent.<\/p>\n\n\n\n
\n

9.4<\/strong><\/p>\n<\/td>\n

\n

Reliance by Administrative Agent<\/u><\/strong>.<\/strong>\n<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Administrative Agent shall be entitled to rely upon, and shall not incur any
\nliability for relying upon, any notice, request, certificate, consent,
\nstatement, instrument, document or other writing (including any electronic
\nmessage, Internet or intranet website posting or other distribution) believed by
\nit to be genuine and to have been signed, sent or otherwise authenticated by the
\nproper Person. Administrative Agent also may rely upon any statement made to it
\norally or by telephone and believed by it to have been made by the proper
\nPerson, and shall not incur any liability for relying thereon. In determining
\ncompliance with any condition hereunder to the making of a Loan that by its
\nterms must be fulfilled to the satisfaction of a Lender, Administrative Agent
\nmay presume that such condition is satisfactory to such Lender unless
\nAdministrative Agent shall have received notice to the contrary from such Lender
\nprior to the making of such Loan. Administrative Agent may consult with legal
\ncounsel (who may be counsel for Borrower), independent accountants and other
\nexperts selected by it, and shall not be liable for any action taken or not
\ntaken by it in accordance with the advice of any such counsel, accountants or
\nexperts.<\/p>\n\n\n\n
\n

9.5<\/strong><\/p>\n<\/td>\n

\n

Delegation of Duties<\/u><\/strong>.<\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Administrative Agent may perform any and all of its duties and exercise its
\nrights and powers hereunder or under any other Loan Document by or through any
\none or more sub-agents appointed by Administrative Agent. Administrative Agent
\nand any such sub-agent may perform any and all of its duties and exercise its
\nrights and powers by or through their respective Related Parties. The
\nexculpatory provisions of this Section shall apply to any such sub-agent and to
\nthe Related Parties of Administrative Agent and any such sub-agent, and shall
\napply to their respective activities in connection with the syndication of the
\ncredit facilities provided for herein as well as activities as Administrative
\nAgent.<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

60<\/p>\n<\/td>\n

<\/td>\n\n

SAFEWAY TERM CREDIT AGREEMENT<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

\n\n\n\n
\n

9.6<\/strong><\/p>\n<\/td>\n

\n

Resignation of Administrative Agent.<\/u><\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Administrative Agent may at any time give notice of its resignation to the
\nLenders and Borrower. Upon receipt of any such notice of resignation, the
\nRequisite Lenders shall have the right, upon five (5) Business Days written
\nnotice to the Borrower and with the Borrower153s prior written consent as long as
\nno Event of Default under subsection 8.1, 8.6 or 8.7 has occurred and is
\ncontinuing, to appoint a successor, which shall be a bank with an office in the
\nUnited States, or an Affiliate of any such bank with an office in the United
\nStates. If no such successor shall have been so appointed by the Requisite
\nLenders and shall have accepted such appointment within 30 days after the
\nretiring Administrative Agent gives notice of its resignation, then the retiring
\nAdministrative Agent may on behalf of the Lenders, appoint a successor
\nAdministrative Agent meeting the qualifications set forth above; provided<\/u>
\nthat if Administrative Agent shall notify Borrower and the Lenders that no
\nqualifying Person has accepted such appointment, then such resignation shall
\nnonetheless become effective in accordance with such notice and (1) the retiring
\nAdministrative Agent shall be discharged from its duties and obligations
\nhereunder and under the other Loan Documents and (2) all payments,
\ncommunications and determinations provided to be made by, to or through
\nAdministrative Agent shall instead be made by or to each Lender directly, until
\nsuch time as the Requisite Lenders appoint a successor Administrative Agent as
\nprovided for above in this subsection. Upon the acceptance of a successor153s
\nappointment as Administrative Agent hereunder, such successor shall succeed to
\nand become vested with all of the rights, powers, privileges and duties of the
\nretiring (or retired) Administrative Agent, and the retiring Administrative
\nAgent shall be discharged from all of its duties and obligations hereunder or
\nunder the other Loan Documents (if not already discharged therefrom as provided
\nabove in this subsection). The fees payable by Borrower to a successor
\nAdministrative Agent shall be the same as those payable to its predecessor
\nunless otherwise agreed between Borrower and such successor. After the retiring
\nAdministrative Agent153s resignation hereunder and under the other Loan Documents,
\nthe provisions of this Section and Section 10.2 and 10.3 shall continue in
\neffect for the benefit of such retiring Administrative Agent, its sub agents and
\ntheir respective Related Parties in respect of any actions taken or omitted to
\nbe taken by any of them while the retiring Administrative Agent was acting as
\nAdministrative Agent.<\/p>\n\n\n\n
\n

9.7<\/strong><\/p>\n<\/td>\n

\n

Non-Reliance on Administrative Agent and Other
\nLenders<\/u><\/strong>. <\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Each Lender acknowledges that it has, independently and without reliance upon
\nAdministrative Agent or any other Lender or any of their Related Parties and
\nbased on such documents and information as it has deemed appropriate, made its
\nown credit analysis and decision to enter into this Agreement. Each Lender also
\nacknowledges that it will, independently and without reliance upon
\nAdministrative Agent or any other Lender or any of their Related Parties and
\nbased on such documents and information as it shall from time to time deem
\nappropriate, continue to make its own decisions in taking or not taking action
\nunder or based upon this Agreement, any other Loan Document or any related
\nagreement or any document furnished hereunder or thereunder.<\/p>\n\n\n\n
\n

9.8<\/strong><\/p>\n<\/td>\n

\n

No Other Duties, Etc.<\/u><\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Anything herein to the contrary notwithstanding, none of the Agents listed on
\nthe cover page hereof shall have any powers, duties or responsibilities under
\nthis Agreement or any of the other Loan Documents, except in its capacity, as
\napplicable, as Administrative Agent, or a Lender hereunder.<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

61<\/p>\n<\/td>\n

<\/td>\n\n

SAFEWAY TERM CREDIT AGREEMENT<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

\n\n\n\n
\n

9.9<\/strong><\/p>\n<\/td>\n

\n

Administrative Agent May File Proofs of
\nClaim<\/u><\/strong>. <\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

In case of the pendency of any proceeding under any Insolvency Law or any
\nother judicial proceeding relative to Borrower, Administrative Agent
\n(irrespective of whether the principal of any Loan shall then be due and payable
\nas herein expressed or by declaration or otherwise and irrespective of whether
\nAdministrative Agent shall have made any demand on Borrower) shall be entitled
\nand empowered, by intervention in such proceeding or otherwise.<\/p>\n

(i) to file and prove a claim for the whole amount of the principal and
\ninterest owing and unpaid in respect of the Loans and all other Obligations that
\nare owing and unpaid and to file such other documents as may be necessary or
\nadvisable in order to have the claims of the Lenders and Administrative Agent
\n(including any claim for the reasonable compensation, expenses, disbursements
\nand advances of the Lenders and Administrative Agent and their respective agents
\nand counsel and all other amounts due the Lenders and Administrative Agent under
\nsubsections 2.3, 10.2 and 10.3) allowed in such judicial proceeding; and<\/p>\n

(ii) to collect and receive any monies or other property payable or
\ndeliverable on any such claims and to distribute the same;<\/p>\n

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or
\nother similar official in any such judicial proceeding is hereby authorized by
\neach Lender to make such payments to Administrative Agent and, in the event that
\nAdministrative Agent shall consent to the making of such payments directly to
\nthe Lenders, to pay to Administrative Agent any amount due for the reasonable
\ncompensation, expenses, disbursements and advances of Administrative Agent and
\nits agents and counsel, and any other amounts due Administrative Agent under
\nsubsections 2.3, 10.2 and 10.3.<\/p>\n

Nothing contained herein shall be deemed to authorize Administrative Agent to
\nauthorize or consent to or accept or adopt on behalf of any Lender any plan of
\nreorganization, arrangement, adjustment or composition affecting the Obligations
\nor the rights of any Lender to authorize Administrative Agent to vote in respect
\nof the claim of any Lender in any such proceeding.<\/p>\n

Section 10. MISCELLANEOUS <\/strong><\/p>\n\n\n\n
\n

10.1<\/strong><\/p>\n<\/td>\n

\n

Successors and Assigns; Assignments and Participations in
\nLoans<\/u><\/strong>. <\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

A. General.<\/strong> This Agreement shall be binding upon the parties
\nhereto and their respective successors and assigns and shall inure to the
\nbenefit of the parties hereto and the successors and assigns of Lenders (it
\nbeing understood that Lenders153 rights of assignment are subject to the further
\nprovisions of this subsection 10.1). Neither Borrower153s rights or obligations
\nhereunder nor any interest therein may be assigned or delegated by Borrower
\nwithout<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

62<\/p>\n<\/td>\n

<\/td>\n\n

SAFEWAY TERM CREDIT AGREEMENT<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

\n

the prior written consent of all Lenders (and any attempted assignment or
\ntransfer by Borrower without such consent shall be null and void). Nothing in
\nthis Agreement, expressed or implied, shall be construed to confer upon any
\nPerson (other than the parties hereto, their respective successors and assigns
\npermitted hereby and, to the extent expressly contemplated hereby, the
\nIndemnitees) any legal or equitable right, remedy or claim under or by reason of
\nthis Agreement.<\/p>\n

B. Assignments. <\/strong><\/p>\n

(i) Amounts and Terms of Assignments<\/u>. Any Lender may assign to one or
\nmore Eligible Assignees all or any portion of its rights and obligations under
\nthis Agreement; provided<\/u> that (a), except (1) in the case of an
\nassignment of the entire remaining amount of the assigning Lender153s rights and
\nobligations under this Agreement or (2) in the case of an assignment to a Lender
\nor an Affiliate of a Lender or an Approved Fund of a Lender, the aggregate
\namount of the Loan Exposure of the assigning Lender and the assignee subject to
\neach such assignment shall not be less than $10,000,000, in the case of any
\nassignment of a Loan, unless Administrative Agent and, so long as no Event of
\nDefault under subsection 8.1, 8.6 or 8.7 has occurred and is continuing,
\nBorrower consents (each such consent not to be unreasonably withheld);
\nprovided<\/u> that Borrower shall be deemed to have consented to any such
\nassignment unless it shall object thereto by written notice to the
\nAdministrative Agent within fifteen (15) Business Days after having received
\nwritten notice thereof, (b) each partial assignment shall be made as an
\nassignment of a proportionate part of all the assigning Lender153s rights and
\nobligations under this Agreement with respect to the Loan or the Commitment
\nassigned, and any assignment of all or any portion of a Commitment or Loan shall
\nbe made only as an assignment of the same proportionate part of the assigning
\nLender153s Commitment and Loans, (c) the parties to each assignment shall execute
\nand deliver to Administrative Agent an Assignment Agreement, together with a
\nprocessing and recordation fee of $3,500 (unless the assignee is an Affiliate or
\nan Approved Fund of the assignor, in which case no fee shall be required),
\nprovided<\/u> that Administrative Agent may, in its sole discretion, elect to
\nwaive such processing and recordation fee in the case of any assignment, and
\n(d), except in the case of an assignment to another Lender, an Affiliate of a
\nLender or an Approved Fund of a Lender, Administrative Agent and, if no Event of
\nDefault under subsection 8.1, 8.6 or 8.7 has occurred and is continuing,
\nBorrower consents (each such consent not to be unreasonably withheld);
\nprovided<\/u> that Borrower shall be deemed to have consented to any such
\nassignment unless it shall object thereto by written notice to the
\nAdministrative Agent within fifteen (15) Business Days after having received
\nwritten notice thereof. The Eligible Assignee, if it shall not be a Lender,
\nshall deliver to Administrative Agent information reasonably requested by
\nAdministrative Agent, including such forms, certificates or other evidence, if
\nany, with respect to Tax matters as the assignee under such Assignment Agreement
\nmay be required to deliver to Administrative Agent pursuant to subsection 3.1B.
\nTo the extent that an assignment of all or any portion of a Lender153s Commitment,
\nLoans and related outstanding Obligations pursuant to subsection 3.3 or this
\nsubsection 10.1B would, at the time of such assignment, result in increased
\ncosts under subsection 3.1 from those being charged by the respective assigning
\nLender prior to such assignment, then Borrower shall not be obligated to pay
\nsuch increased costs (although Borrower, in accordance with and<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

63<\/p>\n<\/td>\n

<\/td>\n\n

SAFEWAY TERM CREDIT AGREEMENT<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

\n

pursuant to the other provisions of this Agreement, shall be obligated to pay
\nany other increased costs of the type described above resulting from changes
\nafter the date of the respective assignment).<\/p>\n

No such assignment shall be made (A) to Borrower or any of Borrower153s
\nAffiliates or Subsidiaries, or (B) to any Defaulting Lender or any of its
\nSubsidiaries, or any Person who, upon becoming a Lender hereunder, would
\nconstitute any of the foregoing Persons described in this clause (B), or (C) to
\na natural person.<\/p>\n

In connection with any assignment of rights and obligations of any Defaulting
\nLender hereunder, no such assignment shall be effective unless and until, in
\naddition to the other conditions thereto set forth herein, the parties to the
\nassignment shall make such additional payments to Administrative Agent in an
\naggregate amount sufficient, upon distribution thereof as appropriate (which may
\nbe outright payment, purchases by the assignee of participations or
\nsubparticipations, or other compensating actions, including funding, with the
\nconsent of Borrower and Administrative Agent, the applicable pro rata share of
\nLoans previously requested but not funded by the Defaulting Lender, to each of
\nwhich the applicable assignee and assignor hereby irrevocably consent), to (x)
\npay and satisfy in full all payment liabilities then owed by such Defaulting
\nLender to Administrative Agent and each other Lender hereunder (and interest
\naccrued thereon), and (y) acquire (and fund as appropriate) its full pro rata
\nshare of all Loans in accordance with its Pro Rata Share. Notwithstanding the
\nforegoing, in the event that any assignment of rights and obligations of any
\nDefaulting Lender hereunder shall become effective under applicable law without
\ncompliance with the provisions of this paragraph, then the assignee of such
\ninterest shall be deemed to be a Defaulting Lender for all purposes of this
\nAgreement until such compliance occurs.<\/p>\n

Upon the execution and delivery of an Assignment Agreement (together with any
\nconsents required in connection therewith), from and after the effective date
\nspecified in the Assignment Agreement, (y) the assignee thereunder shall be a
\nparty hereto and, to the extent that rights and obligations hereunder have been
\nassigned to it pursuant to such Assignment Agreement, shall have the rights and
\nobligations of a Lender hereunder and (z) the assigning Lender thereunder shall,
\nto the extent that rights and obligations hereunder have been assigned by it
\npursuant to such Assignment Agreement, relinquish its rights (other than any
\nrights which survive the termination of this Agreement under subsection 10.9B)
\nand be released from its obligations under this Agreement (and, in the case of
\nan Assignment Agreement covering all or the remaining portion of an assigning
\nLender153s rights and obligations under this Agreement, such Lender shall cease to
\nbe a party hereto; provided<\/u> that, except to the extent otherwise
\nexpressly agreed by the affected parties, no assignment by a Defaulting Lender
\nwill constitute a waiver or release of any claim of any party hereunder arising
\nfrom such Lender153s having been a Defaulting Lender. The assigning Lender shall,
\nupon the effectiveness of such assignment or as promptly thereafter as
\npracticable, surrender its Notes, if any, to Administrative Agent for
\ncancellation, and thereupon new Notes shall, if so requested by the assignee
\nand\/or the assigning Lender in accordance with subsection 2.1E, be issued to the
\nassignee and\/or to the assigning Lender, substantially in the form of
\nExhibit III<\/u> annexed hereto with<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

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\n

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

Notwithstanding anything to the contrary contained herein, any Lender (a
\n“Designating Lender<\/strong>“) may grant to one or more special purpose
\nfunding vehicles (each, an “SPV<\/strong>“), identified as such in
\nwriting from time to time by Designating Lender to Administrative Agent and
\nBorrower, the option to provide to Borrower all or any part of any Loan that
\nsuch Designating Lender would otherwise be obligated to make to that Borrower
\npursuant to this Agreement; provided that (i) nothing herein shall constitute a
\ncommitment by any SPV to make any Loan, (ii) if an SPV elects not to exercise
\nsuch option or otherwise fails to provide all or any part of such Loan, the
\nDesignating Lender shall be obligated to make such Loan pursuant to the terms
\nhereof, (iii) the Designating Lender shall remain liable for any indemnity or
\nother payment obligation or other obligation with respect to its Commitment
\nhereunder and (iv) there shall be no increased cost to Borrower as a result
\nthereof (including without limitation as a result of taxes or otherwise). The
\nmaking of a Loan by an SPV hereunder shall utilize the Commitment of Designating
\nLender to the same extent, and as if, such Loan were made by such Designating
\nLender.<\/p>\n

As to any Loans or portion thereof made by it, each SPV (in lieu of its
\nDesignating Lender, unless otherwise agreed by such Designating Lender and such
\nSPV) shall have all the rights that a Lender making such Loans or portion
\nthereof would have had under this Agreement; provided, however, that each SPV
\nshall have granted to its Designating Lender an irrevocable power of attorney,
\nto deliver and receive all communications and notices under this Agreement (and
\nany Loan Documents) and to exercise on such SPV153s behalf, all of such SPV153s
\nvoting rights under this Agreement. No additional Note shall be required to
\nevidence the Loans or portion thereof made by an SPV; and the related
\nDesignating Lender shall be deemed to hold its Note as agent for such SPV to the
\nextent of the Loans or portion thereof funded by such SPV. In addition, any
\npayments for the account of any SPV shall be paid to its Designating Lender as
\nagent for such SPV.<\/p>\n

Each party hereto hereby agrees that no SPV shall be liable for any indemnity
\nor payment under this Agreement for which a Lender would otherwise be liable. In
\nfurtherance of the foregoing, each party hereto hereby agrees (which agreements
\nshall survive the termination of this Agreement) that, prior to the date that is
\none year and one day after the payment in full of all outstanding commercial
\npaper or other senior indebtedness of any SPV, it will not institute against, or
\njoin any other person in instituting against, such SPV any bankruptcy,
\nreorganization, arrangement, insolvency or liquidation proceedings under the
\nlaws of the United States or any State thereof.<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

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\n

In addition, notwithstanding anything to the contrary contained in this
\nsubsection 10.1 or otherwise in this Agreement, any SPV may (i) at any time and
\nwithout paying any processing fee therefor, assign or participate all or a
\nportion of its interest in any Loans (x) to the Designating Lender or (y) to any
\nfinancial institutions providing liquidity and\/or credit support to or for the
\naccount of such SPV to support the funding or maintenance of Loans, provided
\nthat, in the case of this clause (y), there shall be no increased cost to
\nBorrower as a result thereof (including, without limitation, as a result of
\ntaxes or otherwise), and (ii) disclose on a confidential basis any non-public
\ninformation relating to its Loans to any rating agency, commercial paper dealer
\nor provider of any surety, guarantee or credit or liquidity enhancements to such
\nSPV, provided<\/u> that prior to Designating Lender granting the option to SPV
\nor prior to making any such disclosure to a dealer or provider, Designating
\nLender shall cause such SPV or such dealer or provider, as the case may be, to
\ndeliver to Administrative Agent an agreement in writing to be bound by the
\nprovisions of subsection 10.17.<\/p>\n

Notwithstanding the foregoing provisions of this subsection 10.1B(i) or any
\nother provision of this Agreement, if Borrower shall have consented thereto in
\nwriting in its sole discretion, Administrative Agent shall have the right, but
\nnot the obligation, to effectuate assignments of Loans and Commitments via an
\nelectronic settlement system acceptable to Administrative Agent and Borrower as
\ndesignated in writing from time to time to the applicable Lenders by
\nAdministrative Agent (the “Settlement Service<\/strong>“). At any time
\nwhen Administrative Agent elects, in its sole discretion, to implement such
\nSettlement Service, each such assignment shall be effected by the assigning
\nLender and proposed Eligible Assignee pursuant to the procedures then in effect
\nunder the Settlement Service, which procedures shall be subject to the prior
\nwritten approval of Borrower and shall be consistent with the other provisions
\nof this subsection 10.1B(i). Each assigning Lender and proposed Eligible
\nAssignee shall comply with the requirements of the Settlement Service in
\nconnection with effecting any assignment of Loans and Commitments pursuant to
\nthe Settlement Service. Assignments and assumptions of Loans and Commitments
\nshall be effected by the provisions otherwise set forth herein until
\nAdministrative Agent notifies the applicable Lenders of the Settlement Service
\nas set forth herein. Borrower may withdraw its consent to the use of the
\nSettlement Service at any time upon notice to Administrative Agent, and
\nthereafter assignments and assumptions of the Loans and Commitments shall be
\neffected by the provisions otherwise set forth herein.<\/p>\n

(ii) Acceptance by Administrative Agent; Recordation in Register<\/u>. Upon
\nits receipt of an Assignment Agreement executed by an assigning Lender and an
\nassignee representing that it is an Eligible Assignee, together with the
\nprocessing and recordation fee referred to in subsection 10.1B(i) and any forms,
\ncertificates or other evidence with respect to Tax matters that such assignee
\nmay be required to deliver to Administrative Agent pursuant to subsection 3.1B,
\nAdministrative Agent shall, if each of Administrative Agent and (to the extent
\nrequired by subsection 10.1B(i)) the Borrower has consented to the assignment
\nevidenced thereby (in each case to the extent such consent is required pursuant
\nto subsection 10.1B(i)), (a) accept such Assignment Agreement by executing a
\ncounterpart thereof as provided therein (which acceptance shall evidence any
\nrequired<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

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\n

consent of Administrative Agent to such assignment), (b) record the
\ninformation contained therein in the Register, and (c) give prompt notice
\nthereof to Borrower. Administrative Agent shall maintain a copy of each
\napplicable Assignment Agreement delivered to and accepted by it as provided in
\nthis subsection 10.1B(ii).<\/p>\n

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

C. Participations.<\/strong> Any Lender may, without the consent of,
\nor notice to, Borrower or Administrative Agent, sell participations to one or
\nmore Persons (other than a natural Person or Borrower or any of its Affiliates)
\nin all or a portion of such Lender153s rights and\/or obligations under this
\nAgreement; provided<\/u> that (i) such Lender153s obligations under this
\nAgreement shall remain unchanged, (ii) such Lender shall remain solely
\nresponsible to the other parties hereto for the performance of such obligations
\nand (iii) Borrower, Administrative Agent and Lenders shall continue to deal
\nsolely and directly with such Lender in connection with such Lender153s rights and
\nobligations under this Agreement. Any agreement or instrument pursuant to which
\na Lender sells such a participation shall provide that such Lender shall retain
\nthe sole right to enforce this Agreement and to approve any amendment,
\nmodification or waiver of any provision of this Agreement; provided<\/u> that
\nsuch agreement or instrument may provide that such Lender will not, without the
\nconsent of the Participant, agree to any amendment, modification or waiver
\ndirectly affecting (a) the extension of the scheduled final maturity date of any
\nLoan allocated to such participation or (b) a reduction, or extension of time
\nfor payment, of the principal amount of or the rate of interest payable on any
\nLoan allocated to such participation. Subject to the further provisions of this
\nsubsection 10.1C, Borrower agrees that each Participant shall be entitled to the
\nbenefits of subsections 2.6D and 3.1 to the same extent as if it were a Lender
\nand had acquired its interest by assignment pursuant to subsection 10.1B. To the
\nextent permitted by law, each Participant also shall be entitled to the benefits
\nof subsection 10.4 as though it were a Lender, provided such Participant agrees
\nto be subject to subsection 10.5 as though it were a Lender. A Participant shall
\nnot be entitled to receive any greater payment under subsections 2.6D and 3.1
\nthan the applicable Lender would have been entitled to receive, at the time of
\nthe participation, with respect to the participation sold to such Participant
\nunless Borrower has given its prior<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

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\n

written consent to the sale of the participation to such Participant and to
\nsuch greater payment. No Participant shall be entitled to the benefits of
\nsubsection 3.1B unless Borrower is notified of the participation sold to such
\nParticipant and such Participant agrees, for the benefit of Borrower, to provide
\nto the applicable Lender the forms described in subsection 3.1B as though it
\nwere a Lender providing such forms to Borrower and agrees to be bound by the
\nprovisions of subsection 3.2 as if it were a Lender. Each Lender that sells a
\nparticipation shall, acting solely for this purpose as a non-fiduciary agent of
\nBorrower, maintain a register on which it enters the name and address of each
\nParticipant and the principal amounts (and stated interest) of each
\nParticipant153s interest in the Loans or other obligations under the Loan
\nDocuments owing to Borrower (the “Participant Register<\/strong>“);
\nprovided that no Lender shall have any obligation to disclose all or any portion
\nof the Participant Register to any Person (including the identity of any
\nParticipant or any information relating to a Participant153s interest in any
\ncommitments, loans or its other obligations under any Loan Document) except to
\nthe extent that such disclosure to such Person is necessary to establish to a
\nGovernmental Authority that such commitment, loan or other obligation is in
\nregistered form under Section 5f.103-1(c) of the United States Treasury
\nRegulations as a result of a request or inquiry by such Governmental Authority.
\nThe entries in the Participant Register shall be conclusive absent manifest
\nerror, and such Lender shall treat each Person whose name is recorded in the
\nParticipant Register as the owner of such participation for all purposes of this
\nAgreement notwithstanding any notice to the contrary. For the avoidance of
\ndoubt, each Lender shall be responsible for the indemnity under subsection
\n3.1B(iv) with respect to any payments made by such Lender to its Participant(s).\n<\/p>\n

D. Pledges and Assignments to Federal Reserve Banks.<\/strong> Any
\nLender may at any time pledge or assign security interest in all or any portion
\nof its Loans, and the other Obligations owed to such Lender, to secure
\nobligations of such Lender, including without limitation any pledge or
\nassignment to secure obligations to any Federal Reserve Bank; provided<\/u>
\nthat (i) no Lender shall be relieved of any of its obligations hereunder as a
\nresult of any such assignment or pledge and (ii) in no event shall any assignee
\nor pledgee be considered to be a “Lender” or be entitled to require the
\nassigning Lender to take or omit to take any action hereunder.<\/p>\n

E. Information.<\/strong> Each Lender may furnish any information
\nconcerning Borrower and its Subsidiaries in the possession of that Lender from
\ntime to time to assignees and participants (including prospective assignees and
\nparticipants), subject to subsection 10.17.<\/p>\n

F. Agreements of Lenders.<\/strong> Each Lender listed on the
\nsignature pages hereof hereby agrees, and each Lender that becomes a party
\nhereto pursuant to an Assignment Agreement shall be deemed to agree, (i) that it
\nis an Eligible Assignee described in clause (ii) of the definition thereof; (ii)
\nthat it has experience and expertise in the making of or purchasing loans such
\nas the Loans; and (iii) that it will make or purchase Loans for its own account
\nin the ordinary course of its business and without a view to distribution of
\nsuch Loans within the meaning of the Securities Act or the Exchange Act or other
\nfederal securities laws (it being understood that, subject to the provisions of
\nthis subsection 10.1, the disposition of such Loans or any interests therein
\nshall at all times remain within its exclusive control).<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

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\n\n\n\n
\n

10.2<\/strong><\/p>\n<\/td>\n

\n

Expenses<\/u><\/strong>.<\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Whether or not the transactions contemplated hereby shall be consummated,
\nBorrower agrees to pay promptly (i) all the actual and reasonable out-of-pocket
\ncosts and expenses of preparation of the Loan Documents; (ii) all the reasonable
\ncosts of furnishing all opinions by counsel for Borrower (including without
\nlimitation any opinions requested by Lenders as to any legal matters arising
\nhereunder) and of Borrower153s performance of and compliance with all agreements
\nand conditions on their parts to be performed or complied with under this
\nAgreement and the other Loan Documents; (iii) the reasonable fees, expenses and
\ndisbursements of O153Melveny & Myers LLP (or any successor counsel) in
\nconnection with the negotiation, preparation, execution and administration of
\nthe Loan Documents and the Loans and any consents, amendments, waivers or other
\nmodifications hereto or thereto and any other documents or matters requested by
\nBorrower; (iv) all other actual and reasonable out-of-pocket travel costs and
\nexpenses incurred by Joint Bookrunners and out-of-pocket expenses paid to
\nIntralinks in connection with the primary syndication of the Commitments and the
\nnegotiation, preparation and execution of the Loan Documents and the
\ntransactions contemplated hereby and thereby; and (v) after the occurrence and
\nduring the continuation of an Event of Default, all costs and expenses,
\nincluding reasonable attorneys153 fees and costs of settlement, incurred by any
\nPrimary Agent or any Lender in enforcing any Obligations of or in collecting any
\npayments due from Borrower hereunder or under the other Loan Documents by reason
\nof such Event of Default or in connection with any refinancing or restructuring
\nof the credit arrangements provided under this Agreement in the nature of a
\n“work-out” or pursuant to any insolvency or bankruptcy proceedings.<\/p>\n\n\n\n
\n

10.3<\/strong><\/p>\n<\/td>\n

\n

Indemnity<\/u><\/strong>.<\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

A. <\/strong>In addition to the payment of expenses pursuant to
\nsubsection 10.2, whether or not the transactions contemplated hereby shall be
\nconsummated, Borrower agrees to defend, indemnify, pay and hold harmless each of
\nAdministrative Agent, Documentation Agent, Syndication Agent, Joint Bookrunners,
\nJoint Lead Arrangers and Lenders, and the officers, directors, employees, agents
\nand affiliates of each of Administrative Agent, Documentation Agent, Syndication
\nAgent, Joint Bookrunners, Joint Lead Arrangers and Lenders (collectively called
\nthe “Indemnitees<\/strong>“) from and against any and all other
\nliabilities, obligations, losses, damages, penalties, actions, judgments, suits,
\nclaims, costs, expenses and disbursements of any kind or nature whatsoever
\n(including without limitation the reasonable fees and disbursements of counsel
\nfor such Indemnitees in connection with any investigative, administrative or
\njudicial proceeding commenced or threatened by any Person, whether or not any
\nsuch Indemnitee shall be designated as a party or a potential party thereto),
\nwhether direct, indirect or consequential and whether based on any federal,
\nstate or foreign laws, statutes, rules or regulations (including without
\nlimitation securities and commercial laws, statutes, rules or regulations and
\nEnvironmental Laws), on common law or equitable cause or on contract or
\notherwise, that may be imposed on, incurred by, or asserted against any such
\nIndemnitee, in any manner relating to or arising out of this Agreement or the
\nother Loan Documents or the transactions contemplated hereby or thereby
\n(including without limitation Lenders153 agreement to make the Loans hereunder or
\nthe use or intended use of the proceeds of any of the Loans) or the statements
\ncontained in the commitment letter delivered by any Lender to Borrower with
\nrespect thereto (collectively called<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

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\n

the “Indemnified Liabilities<\/strong>“); provided<\/u> that
\nBorrower shall not have any obligation to any Indemnitee hereunder with respect
\nto any Indemnified Liabilities to the extent such Indemnified Liabilities arise
\nsolely from the gross negligence, willful misconduct or material breach of its
\nobligations under the Agreement and other Loan Documents, of that Indemnitee as
\ndetermined by a final judgment of a court of competent jurisdiction. To the
\nextent that the undertaking to defend, indemnify, pay and hold harmless set
\nforth in the preceding sentence may be unenforceable because it is violative of
\nany law or public policy, Borrower shall contribute the maximum portion that it
\nis permitted to pay and satisfy under applicable law to the payment and
\nsatisfaction of all Indemnified Liabilities incurred by the Indemnitees or any
\nof them. This subsection 10.3 shall not apply to the extent that the Indemnified
\nLiabilities relate to any Taxes described in subsection 3.1.<\/p>\n

B. <\/strong>To the fullest extent permitted by applicable law,
\nBorrower shall not assert, and hereby waives, any claim against any Indemnitees,
\non any theory of liability, for special, indirect, consequential or incidental
\ndamages (as opposed to direct or actual damages) arising out of, in connection
\nwith, or as a result of, this Agreement or any agreement or instrument
\ncontemplated hereby, the transactions contemplated hereby or thereby, any Loan
\nor the use of the proceeds thereof. No Indemnitee shall be liable for any
\ndamages arising from the use by unintended recipients of any information or
\nother materials distributed by it through telecommunications, electronic or
\nother information transmission systems in connection with this Agreement or the
\nother Loan Documents or the transactions contemplated hereby or thereby, except
\nto the extent the liability of such Indemnitee results from such Indemnitee153s
\ngross negligence or willful misconduct (as determined by a court of competent
\njurisdiction in a final and non appealable decision).<\/p>\n

C. <\/strong>To the extent that Borrower for any reason fails to
\nindefeasibly pay any amount required under Section 10.2 or subsections 10.3A or
\n10.3B to be paid by it to any Agent (or any sub-agent thereof) or any Related
\nParty of any of the foregoing, each Lender severally agrees to pay to such Agent
\n(or any such sub-agent) or such Related Party, as the case may be, such Lender153s
\nPro Rata Share (determined as of the time that the applicable unreimbursed
\nexpense or indemnity payment is sought) of such unpaid amount, provided<\/u>
\nthat the unreimbursed expense or indemnified loss, claim, damage, liability or
\nrelated expense, as the case may be, was incurred by or asserted against any
\nAgent (or any such sub-agent) in its capacity as such, or against any Related
\nParty of any of the foregoing acting for such Agent (or any such sub-agent) in
\nconnection with such capacity.<\/p>\n\n\n\n
\n

10.4<\/strong><\/p>\n<\/td>\n

\n

Set-Off<\/u><\/strong>.<\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

In addition to any rights now or hereafter granted under applicable law and
\nnot by way of limitation of any such rights, upon the occurrence of any Event of
\nDefault each Lender is hereby authorized by Borrower at any time or from time to
\ntime, without notice to Borrower or to any other Person, any such notice being
\nhereby expressly waived, to set off and to appropriate and to apply any and all
\ndeposits (general or special, including, but not limited to, Indebtedness
\nevidenced by certificates of deposit, whether matured or unmatured, but not
\nincluding trust accounts) and any other Indebtedness at any time held or owing
\nby that Lender or any bank controlling that Lender to or for the credit or the
\naccount of Borrower against and on account of<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

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\n

the obligations and liabilities of Borrower to that Lender under this
\nAgreement and the other Loan Documents, including, but not limited to, all
\nclaims of any nature or description arising out of or connected with this
\nAgreement or any other Loan Document, irrespective of whether or not (i) that
\nLender shall have made any demand hereunder or (ii) the principal of or the
\ninterest on the Loans or any other amounts due hereunder or any other Loan
\nDocument shall have become due and payable pursuant to Section 8 and although
\nsaid obligations and liabilities, or any of them, may be contingent or
\nunmatured; provided<\/u> that in the event that any Defaulting Lender shall
\nexercise any such right of set-off, (x) all amounts so set off shall be paid
\nover immediately to Administrative Agent for further application in accordance
\nwith the provisions of subsection 2.7 and, pending such payment, shall be
\nsegregated by such Defaulting Lender from its other funds and deemed held in
\ntrust for the benefit of Administrative Agent and the Lenders, and (y) the
\nDefaulting Lender shall provide promptly to Administrative Agent a statement
\ndescribing in reasonable detail the Obligations owing to such Defaulting Lender
\nas to which it exercised such right of set-off. The rights of each Lender and
\nits respective Affiliates under this Section are in addition to other rights and
\nremedies (including other rights of set-off) that such Lender or its respective
\nAffiliates may have. Each Lender agrees to notify Borrower and Administrative
\nAgent promptly after any such set-off and application; provided that the failure
\nto give such notice shall not affect the validity of such set-off and
\napplication.<\/p>\n\n\n\n
\n

10.5<\/strong><\/p>\n<\/td>\n

\n

Ratable Sharing<\/u><\/strong>.<\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Lenders hereby agree among themselves that if any of them shall, whether by
\nvoluntary payment, by realization upon security, through the exercise of any
\nright of set-off or banker153s lien, by counterclaim or cross action or by the
\nenforcement of any right under the Loan Documents or otherwise, or as adequate
\nprotection of a deposit treated as cash collateral under applicable Insolvency
\nLaws, receive payment or reduction of a proportion of the aggregate amount of
\nprincipal, interest, fees and other amounts then due and owing to that Lender
\nfrom Borrower hereunder or under the other Loan Documents (collectively, the
\n“Aggregate Amounts Due From Borrower<\/strong>” to such Lender) which is
\ngreater than the proportion received by any other Lender in respect of the
\nAggregate Amounts Due From Borrower then due to such other Lender, then the
\nLender receiving such proportionately greater payment shall (i) notify
\nAdministrative Agent and each other Lender of the receipt of such payment and
\n(ii) apply a portion of such payment to purchase participations (which it shall
\nbe deemed to have purchased from each seller of a participation simultaneously
\nupon the receipt by such seller of its portion of such payment) in the Aggregate
\nAmounts Due From Borrower then due to the other Lenders so that all such
\nrecoveries of Aggregate Amounts Due From Borrower then due shall be shared by
\nall Lenders in proportion to the Aggregate Amounts Due From Borrower then due to
\nthem (as calculated prior to such recovery); provided<\/u> that if all or part
\nof such proportionately greater payment received by such purchasing Lender is
\nthereafter recovered from such Lender upon the bankruptcy or reorganization of
\nBorrower or otherwise, those purchases shall be rescinded and the purchase
\nprices paid for such participations shall be returned to such purchasing Lender
\nratably to the extent of such recovery, but without interest. Borrower expressly
\nconsents to the foregoing arrangement and agrees that any holder of a
\nparticipation so purchased may exercise any and all rights of banker153s lien,
\nset-off or counterclaim with respect to any and all monies owing by Borrower to
\nthat holder with respect thereto as fully as if that holder were owed the amount
\nof the participation held by that holder.<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

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\n\n\n\n
\n

10.6<\/strong><\/p>\n<\/td>\n

\n

Amendments and Waivers; Replacement of
\nBanks<\/u><\/strong>.<\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

A. Amendments and Waivers.<\/strong> No amendment, modification,
\ntermination or waiver of any provision of this Agreement or of the Notes, or
\nconsent to any departure by Borrower therefrom, shall in any event be effective
\nwithout the written concurrence of Requisite Lenders; provided<\/u> that any
\nsuch amendment, modification, termination, waiver or consent which (i) increases
\nthe amount of any of the Commitments or reduces the principal amount of any of
\nthe Loans; (ii) changes any Lender153s Pro Rata Share (other than pursuant to
\nsubsection 10.6B); (iii) changes in any manner the definition of “Requisite
\nLenders”; (iv) changes in any manner any provision of this Agreement which, by
\nits terms, expressly requires the approval or concurrence of all Lenders; (v)
\npostpones the scheduled final maturity date of any of the Loans; (vi) postpones
\nthe date on which any interest or any fees are payable (except in accordance
\nwith the provisions of the last paragraph of Section 8); (vii) decreases the
\ninterest rate borne by any of the Loans (other than any waiver of any increase
\nin the interest rate applicable to any of the Loans pursuant to subsection 2.2E)
\nor the amount of any fees payable hereunder; (viii) increases the maximum
\nduration of Interest Periods permitted hereunder; or (ix) changes in any manner
\nthe provisions contained in subsection 8.1, 10.5 or this subsection 10.6, shall
\nbe effective only if evidenced by a writing signed by or on behalf of all
\nLenders with Obligations directly affected thereby. In addition, (i) any
\namendment, modification, termination or waiver of any of the provisions
\ncontained in Section 4 shall be effective only if evidenced by a writing signed
\nby or on behalf of Administrative Agent and Requisite Lenders, (ii) no
\namendment, modification, termination or waiver of any provision of any Note
\nshall be effective without the written concurrence of the Lender which is the
\nholder of that Note, (iii) no amendment, modification, termination or waiver of
\nany provision of Section 9 or of any other provision of this Agreement which, by
\nits terms, expressly requires the approval or concurrence of Administrative
\nAgent shall be effective without the written concurrence of Administrative Agent
\nand (iv) no amendment, modification, termination or waiver of any provision
\nrelating to subsection 10.1B(i) shall be effective without the written
\nconcurrence of each Designating Lender all or any part of whose Loans are being
\nfunded by an SPV at the time of such amendment, modification, termination or
\nwaiver. Administrative Agent may, but shall have no obligation to, with the
\nconcurrence of any Lender, execute amendments, modifications, waivers or
\nconsents on behalf of that Lender. Any waiver or consent shall be effective only
\nin the specific instance and for the specific purpose for which it was given. No
\nnotice to or demand on Borrower in any case shall entitle Borrower to any other
\nor further notice or demand in similar or other circumstances. Any amendment,
\nmodification, termination, waiver or consent effected in accordance with this
\nsubsection 10.6 shall be binding upon each Lender at the time outstanding, each
\nfuture Lender and, if signed by Borrower, on Borrower. Notwithstanding anything
\nto the contrary herein, no Defaulting Lender shall have any right to approve or
\ndisapprove any amendment, waiver or consent hereunder (and any amendment, waiver
\nor consent which by its terms requires the consent of all Lenders or each
\naffected Lender may be effected with the consent of the applicable Lenders other
\nthan Defaulting Lenders), except that (x) the Commitment of any Defaulting
\nLender may not be increased or extended without the consent of such Lender and
\n(y) any waiver, amendment or modification requiring the consent of all Lenders
\nor each affected Lender that by its terms affects any Defaulting Lender more
\nadversely than other affected Lenders shall require the consent of such
\nDefaulting Lender.<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

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\n

B. Replacement of Banks.<\/strong> If, in connection with any proposed
\namendment, modification, termination, waiver or consent to any of the provisions
\nof this Agreement or the Notes as contemplated by clauses (i) through (ix) of
\nthe proviso of the first sentence of subsection 10.6A, the consent of Requisite
\nLenders is obtained but the consent of one or more of such other Lenders whose
\nconsent is required is not obtained, then Borrower shall have the right, so long
\nas all non-consenting Lenders whose individual consent is required are treated
\nas described in either clause (i) or (ii) below, to either (i) replace each such
\nnon-consenting Lender or Lenders pursuant to subsection 3.3 so long as at the
\ntime of such replacement, each such replacement Lender consents to the proposed
\namendment, modification, termination, waiver or consent, or (ii) terminate such
\nnon-consenting Lender153s Commitments and repay in full its outstanding Loans and
\nall other amounts due hereunder in accordance with subsections 2.4B(iv) and
\n2.4B(v); provided<\/u> that unless the Commitments that are terminated and the
\nLoans that are repaid pursuant to the preceding clause (ii) are immediately
\nreplaced in full at such time through the addition of new Lenders or the
\nincrease of the Commitments and\/or outstanding Loans of existing Lenders (who in
\neach case must specifically consent thereto), then in the case of any action
\npursuant to the preceding clause (ii), the Requisite Lenders (determined before
\ngiving effect to the proposed action) shall specifically consent thereto;
\nprovided<\/u> further<\/u> that, prior to the Commitment Termination Date,
\nBorrower shall not have the right to terminate any such non-consenting Lender153s
\nCommitment and repay in full its outstanding Loans pursuant to clause (ii) of
\nthis subsection 10.6B if, immediately after the termination of such Lender153s
\nCommitments in accordance with subsection 2.4B(v), the Loan Exposure of all
\nLenders would exceed the Commitments of all Lenders; provided<\/u>
\nfurther<\/u> that Borrower shall not have the right to replace a Lender solely
\nas a result of the exercise of such Lender153s rights (and the withholding of any
\nrequired consent by such Lender) pursuant to the second sentence of subsection
\n10.6A.<\/p>\n\n\n\n
\n

10.7<\/strong><\/p>\n<\/td>\n

\n

Independence of Covenants<\/u><\/strong>.<\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

All covenants hereunder shall be given independent effect so that if a
\nparticular action or condition is not permitted by any of such covenants, the
\nfact that it would be permitted by an exception to, or would otherwise be within
\nthe limitations of, another covenant shall not avoid the occurrence of an Event
\nof Default or Potential Event of Default if such action is taken or condition
\nexists.<\/p>\n\n\n\n
\n

10.8<\/strong><\/p>\n<\/td>\n

\n

Notices; Platform<\/u><\/strong>.<\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

A. Notices. <\/strong>Unless otherwise specifically provided herein,
\nany notice or other communication herein required or permitted to be given shall
\nbe in writing and may be personally served, telexed or sent by fax or United
\nStates mail or courier service and shall be deemed to have been given when
\ndelivered in person or by courier service, upon receipt of fax or telex, or
\nthree (3) Business Days after depositing it in the United States mail with
\npostage prepaid and properly addressed; provided<\/u> that notices to each
\nPrimary Agent shall not be effective until received. For the purposes hereof,
\nthe address of each party hereto shall be as set forth under such party153s name
\non the signature pages hereof or (i) as to Borrower and Primary Agents, such
\nother address as shall be designated by any such Person in a written notice
\ndelivered to the other parties hereto and (ii) as to each other party, such
\nother address as shall be designated by such party in a written notice delivered
\nto Administrative Agent. Electronic mail<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

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\n

and Internet and intranet websites may be used to distribute routine
\ncommunications, such as financial statements and other information as provided
\nin subsection 6.1. Each Primary Agent or Borrower may, in its discretion, agree
\nto accept notices and other communications to it hereunder by electronic
\ncommunications pursuant to procedures approved by it, provided<\/u> that
\napproval of such procedures may be limited to particular notices or
\ncommunications.<\/p>\n

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

B. Platform.<\/strong><\/p>\n

(i) Borrower agrees that Administrative Agent may, but shall not be obligated
\nto, make the Communications (as defined below) available to the Lenders by
\nposting the Communications on Debt Domain, Intralinks, Syndtrak or a
\nsubstantially similar electronic transmission system (the “Platform<\/u>“).\n<\/p>\n

(ii) The Platform is provided “as is” and “as available.” Administrative
\nAgent does not warrant the adequacy of the Platform and expressly disclaims
\nliability for errors or omissions in the Communications. No warranty of any
\nkind, express, implied or statutory, including, without limitation, any warranty
\nof merchantability, fitness for a particular purpose, non-infringement of
\nthird-party rights or freedom from viruses or other code defects, is made by
\nAdministrative Agent in connection with the Communications or the Platform. In
\nno event shall Administrative Agent have any liability to Borrower, any Lender
\nor any other Person or entity for damages of any kind, including, without
\nlimitation, direct or indirect, special, incidental or consequential damages,
\nlosses or expenses (whether in tort, contract or otherwise) arising out of
\nBorrower153s or Administrative Agent153s transmission of communications through the
\nPlatform. “Communications<\/u>” means, collectively, any notice, demand,
\ncommunication, information, document or other material that Borrower provides to
\nAdministrative Agent pursuant to any Loan Document or the transactions
\ncontemplated therein which is distributed to Administrative Agent or any Lender
\nby means of electronic communications pursuant to this subsection, including
\nthrough the Platform.<\/p>\n\n\n\n
\n

10.9<\/strong><\/p>\n<\/td>\n

\n

Survival of Representations, Warranties and
\nAgreements<\/u><\/strong>.<\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

A. <\/strong>All representations, warranties and agreements made
\nherein shall survive the execution and delivery of this Agreement and the making
\nof the Loans or other extensions of credit hereunder.<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

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\n

B. <\/strong>Notwithstanding anything in this Agreement or implied by
\nlaw to the contrary, the agreements of Borrower set forth in subsections 2.6D,
\n3.1, 10.2 and 10.3 and the agreements of Lenders set forth in subsections 9.3,
\n10.3C and 10.5 shall survive the payment of the Loans and the termination of
\nthis Agreement.<\/p>\n\n\n\n
\n

10.10<\/strong><\/p>\n<\/td>\n

\n

Failure or Indulgence Not Waiver; Remedies
\nCumulative<\/u><\/strong>.<\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

No failure or delay on the part of any Agent or any Lender in the exercise of
\nany power, right or privilege hereunder or under any other Loan Document shall
\nimpair such power, right or privilege or be construed to be a waiver of any
\ndefault or acquiescence therein, nor shall any single or partial exercise of any
\nsuch power, right or privilege preclude other or further exercise thereof or of
\nany other power, right or privilege. All rights and remedies existing under this
\nAgreement and the other Loan Documents are cumulative to, and not exclusive of,
\nany rights or remedies otherwise available.<\/p>\n\n\n\n
\n

10.11<\/strong><\/p>\n<\/td>\n

\n

Marshalling; Payments Set Aside<\/u><\/strong>.<\/strong>\n<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Neither any Agent nor any Lender shall be under any obligation to marshal any
\nassets in favor of Borrower or any other party or against or in payment of any
\nor all of the Obligations. To the extent that Borrower makes a payment or
\npayments to any Agent or Lender (or to any Agent for the benefit of Lenders), or
\nany Agent or Lender enforces any security interest or exercises its rights of
\nset-off, and such payment or payments or the proceeds of such enforcement or
\nsetoff or any part thereof are subsequently invalidated, declared to be
\nfraudulent or preferential, set aside and\/or required to be repaid to a trustee,
\nreceiver or any other party under any bankruptcy law, any other state or federal
\nlaw, common law or any equitable cause, then, to the extent of such recovery,
\nthe obligation or part thereof originally intended to be satisfied, and all
\nLiens, rights and remedies therefor or related thereto, shall be revived and
\ncontinued in full force and effect as if such payment or payments had not been
\nmade or such enforcement or setoff had not occurred.<\/p>\n\n\n\n
\n

10.12<\/strong><\/p>\n<\/td>\n

\n

Severability<\/u><\/strong>.<\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

In case any provision in or obligation under this Agreement, or the Notes
\nshall be invalid, illegal or unenforceable in any jurisdiction, the validity,
\nlegality and enforceability of the remaining provisions or obligations, or of
\nsuch provision or obligation in any other jurisdiction, shall not in any way be
\naffected or impaired thereby.<\/p>\n\n\n\n
\n

10.13<\/strong><\/p>\n<\/td>\n

\n

Obligations Several; Independent Nature of Lenders153 Rights and
\nBorrower153s Obligations<\/u><\/strong>.<\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

The obligations of Lenders hereunder are several and no Lender shall be
\nresponsible for the obligations or Commitments of any other Lender hereunder.
\nNothing contained herein or in any other Loan Document, and no action taken by
\nLenders pursuant hereto or thereto, shall be deemed to constitute Lenders as a
\npartnership, an association, a joint venture or any other kind of entity. The
\namounts payable at any time hereunder to each Lender shall be a separate and
\nindependent debt, and, subject to Section 8, each Lender shall be entitled to
\nprotect and enforce its rights arising out of this Agreement and it shall not be
\nnecessary for any other Lender or Agent to be joined as an additional party in
\nany proceeding for such purpose.<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

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\n\n\n\n
\n

10.14<\/strong><\/p>\n<\/td>\n

\n

Headings<\/u><\/strong>.<\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Section and subsection headings in this Agreement are included herein for
\nconvenience of reference only and shall not constitute a part of this Agreement
\nfor any other purpose or be given any substantive effect.<\/p>\n\n\n\n
\n

10.15<\/strong><\/p>\n<\/td>\n

\n

Successors and Assigns<\/u><\/strong>.<\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

This Agreement shall be binding upon the parties hereto and their respective
\nsuccessors and assigns and shall inure to the benefit of the parties hereto and
\nthe successors and assigns of Lenders (it being understood that Lenders153 rights
\nof assignment are subject to subsection 10.1). Borrower153s rights or obligations
\nhereunder or any interest therein may not be assigned or delegated by Borrower
\nwithout the prior written consent of all Lenders.<\/p>\n\n\n\n
\n

10.16<\/strong><\/p>\n<\/td>\n

\n

GOVERNING LAW; SUBMISSION TO JURISDICTION; VENUE; WAIVER OF JURY
\nTRIAL<\/u><\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS AND THE RIGHTS AND OBLIGATIONS OF
\nTHE PARTIES HEREUNDER AND THEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND
\nBE GOVERNED BY THE LAW OF THE STATE OF NEW YORK (WITHOUT REGARD TO CONFLICTS OF
\nLAW PRINCIPLES). ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT
\nOR ANY OTHER LOAN DOCUMENT SHALL BE BROUGHT IN THE COURTS OF THE STATE OF NEW
\nYORK OR OF THE UNITED STATES FOR THE SOUTHERN DISTRICT OF NEW YORK, IN EACH CASE
\nWHICH ARE LOCATED IN THE COUNTY OF NEW YORK, AND, BY EXECUTION AND DELIVERY OF
\nTHIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, BORROWER HEREBY IRREVOCABLY ACCEPTS
\nFOR ITSELF AND IN RESPECT OF ITS PROPERTY, GENERALLY AND UNCONDITIONALLY, THE
\nEXCLUSIVE JURISDICTION OF THE AFORESAID COURTS. BORROWER HEREBY FURTHER
\nIRREVOCABLY WAIVES ANY CLAIM THAT ANY SUCH COURTS LACK PERSONAL JURISDICTION
\nOVER BORROWER, AND AGREES NOT TO PLEAD OR CLAIM, IN ANY LEGAL ACTION PROCEEDING
\nWITH RESPECT TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT BROUGHT IN ANY OF THE
\nAFOREMENTIONED COURTS, THAT SUCH COURTS LACK PERSONAL JURISDICTION OVER
\nBORROWER. BORROWER FURTHER IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS OUT OF
\nANY OF THE AFOREMENTIONED COURTS IN ANY SUCH ACTION OR PROCEEDING BY THE MAILING
\nOF COPIES THEREOF BY REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID, TO BORROWER
\nAT ITS ADDRESS SET FORTH OPPOSITE ITS SIGNATURE BELOW, SUCH SERVICE TO BECOME
\nEFFECTIVE 30 DAYS AFTER SUCH MAILING. BORROWER HEREBY IRREVOCABLY WAIVES ANY
\nOBJECTION TO SUCH SERVICE OF PROCESS AND FURTHER IRREVOCABLY WAIVES AND AGREES
\nNOT TO PLEAD OR CLAIM IN ANY ACTION OR PROCEEDING COMMENCED HEREUNDER OR UNDER
\nANY OTHER<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
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\n

LOAN DOCUMENT THAT SERVICE OF PROCESS WAS IN ANY WAY INVALID OR INEFFECTIVE.
\nNOTHING HEREIN SHALL AFFECT THE RIGHT OF ANY PRIMARY AGENT, ANY LENDER OR THE
\nHOLDER OF ANY NOTE TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR TO
\nCOMMENCE LEGAL PROCEEDINGS OR OTHERWISE PROCEED AGAINST BORROWER IN ANY OTHER
\nJURISDICTION.<\/p>\n

BORROWER HEREBY IRREVOCABLY WAIVES ANY OBJECTION WHICH IT MAY NOW OR
\nHEREAFTER HAVE TO THE LAYING OF VENUE OF ANY OF THE AFORESAID ACTIONS OR
\nPROCEEDINGS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR ANY OTHER
\nLOAN DOCUMENT BROUGHT IN THE COURTS REFERRED TO ABOVE AND HEREBY FURTHER
\nIRREVOCABLY WAIVES AND AGREES NOT TO PLEAD OR CLAIM IN ANY SUCH COURT THAT ANY
\nSUCH ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN
\nINCONVENIENT FORUM.<\/p>\n

EACH OF THE PARTIES TO THIS AGREEMENT HEREBY IRREVOCABLY WAIVES ALL RIGHT TO
\nA TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR
\nRELATING TO THIS AGREEMENT, THE OTHER LOAN DOCUMENTS OR THE TRANSACTIONS
\nCONTEMPLATED HEREBY OR THEREBY.<\/p>\n\n\n\n
\n

10.17<\/strong><\/p>\n<\/td>\n

\n

Confidentiality.<\/u><\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

A. <\/strong>Subject to the provisions of clause (B) of this
\nsubsection 10.17, each Lender (whether, for the purposes of any references to
\n“Lender” in this subsection 10.17, in its capacity as a Lender or an Agent)
\nagrees that it will not disclose without the prior consent of Borrower (other
\nthan to its employees, members, partners, officers, auditors, advisors or
\ncounsel or to another Lender if such Lender or such Lender153s holding or parent
\ncompany in its sole discretion determines that any such party should have access
\nto such information, provided such Persons shall be subject to the provisions of
\nthis subsection 10.17 to the same extent as such Lender) any information with
\nrespect to Borrower or any of their Subsidiaries which was, or is now or in the
\nfuture, furnished pursuant to or in connection with this Agreement or any other
\nLoan Document, provided<\/u> that any Lender may disclose any such information
\n(i) as has become generally available to the public other than by virtue of a
\nbreach of this subsection 10.17A by the respective Lender, (ii) as may be
\nrequired in any report, statement or testimony submitted to any municipal, state
\nor Federal regulatory body having or claiming to have jurisdiction over such
\nLender or to the Federal Reserve Board or the Federal Deposit Insurance
\nCorporation or similar organizations (whether in the United States or elsewhere)
\nor their successors, (iii) as may be required in respect to any summons or
\nsubpoena or in connection with any litigation, (iv) in order to comply with any
\nlaw, order, regulation or ruling applicable to such Lender, (v) to
\nAdministrative Agent, (vi) to any direct or indirect contractual counterparty in
\nany swap, hedge or similar agreement (or to any such contractual counterparty153s
\nprofessional advisor), so long as such contractual counterparty (or such
\nprofessional advisor) agrees to be bound by the provisions of this subsection
\n10.17 (or provisions at least as restrictive as those in this subsection 10.17)
\nand (vii) to any prospective or actual transferee or participant in connection
\nwith any contemplated transfer or participation of any of the Notes or
\nCommitments or any interest therein by such<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

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\n

Lender, provided<\/u> that such prospective transferee or participant (as
\napplicable) agrees to be bound by the confidentiality provisions contained in
\nthis subsection 10.17 (or provisions at least as restrictive as those in this
\nsubsection 10.17).<\/p>\n

B. <\/strong>Borrower hereby acknowledges and agrees that each Lender
\nmay share with any of its affiliates and their respective agents and advisers,
\nand such affiliates may share with such Lender, any information related to
\nBorrower or any of its Subsidiaries (including, without limitation, any
\nnon-public customer information regarding the creditworthiness of Borrower and
\nits Subsidiaries), provided such Persons shall be subject to the provisions of
\nthis subsection 10.17 (or provisions at least as restrictive as those in this
\nsubsection 10.17) to the same extent as such Lender.<\/p>\n\n\n\n
\n

10.18<\/strong><\/p>\n<\/td>\n

\n

Counterparts; Effectiveness.<\/u><\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

(a) Counterparts; Integration; Effectiveness<\/u>. This Agreement may be
\nexecuted in counterparts (and by different parties hereto in different
\ncounterparts), each of which shall constitute an original or copy (as the case
\nmay be), but all of which when taken together shall constitute a single
\ncontract. This Agreement and the other Loan Documents, and any separate letter
\nagreements with respect to fees payable to the Agent, constitute the entire
\ncontract among the parties relating to the subject matter hereof and supersede
\nany and all previous agreements and understandings, oral or written, relating to
\nthe subject matter hereof. Except as provided in subsection 4.2, this Agreement
\nshall become effective when it shall have been executed by Administrative Agent
\nand when Administrative Agent shall have received counterparts hereof that, when
\ntaken together, bear the signatures of each of the other parties hereto.
\nDelivery of an executed counterpart of a signature page of this Agreement by
\nfacsimile or in electronic (i.e., “pdf” or “tif”) format shall be effective as
\ndelivery of a manually executed counterpart of this Agreement.<\/p>\n

(b) Electronic Execution of Assignments<\/u>. The words “execution,”
\n“signed,” “signature,” and words of like import in any Assignment and Assumption
\nshall be deemed to include electronic signatures or the keeping of records in
\nelectronic form, each of which shall be of the same legal effect, validity or
\nenforceability as a manually executed signature or the use of a paper-based
\nrecordkeeping system, as the case may be, to the extent and as provided for in
\nany applicable law, including the Federal Electronic Signatures in Global and
\nNational Commerce Act, the New York State Electronic Signatures and Records Act,
\nor any other similar state laws based on the Uniform Electronic Transactions
\nAct.<\/p>\n\n\n\n
\n

10.19<\/strong><\/p>\n<\/td>\n

\n

USA Patriot Act.<\/u><\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Each Lender hereby notifies Borrower that pursuant to the requirements of the
\nUSA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001))
\n(the “Act<\/strong>“), it is required to obtain, verify and record
\ninformation that identifies Borrower, which information includes the name and
\naddress of Borrower and other information that will allow such Lender to
\nidentify Borrower in accordance with the Act.<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

78<\/p>\n<\/td>\n

<\/td>\n\n

SAFEWAY TERM CREDIT AGREEMENT<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

\n\n\n\n
\n

10.20<\/strong><\/p>\n<\/td>\n

\n

No Fiduciary Responsibility.<\/u><\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

In connection with all aspects of each transaction contemplated hereby
\n(including in connection with any amendment, waiver or other modification hereof
\nor of any other Loan Document), Borrower acknowledges and agrees that: (a) (i)
\nthe arranging of the Commitments and Loans, and provision of other services, in
\nconnection with this Agreement are arm153s-length commercial transactions between
\nBorrower, on the one hand, and the Lenders and the Agents, on the other hand,
\n(ii) Borrower has consulted its own legal, accounting, regulatory and tax
\nadvisors to the extent it has deemed appropriate, and (iii) Borrower is capable
\nof evaluating, and understand and accept, the terms, risks and conditions of the
\ntransactions contemplated hereby and by the other Loan Documents; (b) (i) each
\nof the Lenders and the Agents has been, is, and will be acting solely as a
\nprincipal and, except as otherwise expressly agreed in writing by the relevant
\nparties, has not been, is not, and will not be acting as an advisor, agent or
\nfiduciary for Borrower, any of its Affiliates or any other person or entity and
\n(ii) no Lender or Agent has any obligation to Borrower or its Affiliates with
\nrespect to the transactions contemplated hereby except those obligations
\nexpressly set forth herein and in the other Loan Documents; and (c) each of the
\nLenders, Agents and their respective Affiliates may be engaged in a broad range
\nof transactions that involve interests that differ from Borrower and its
\nAffiliates, and none of the Lenders or Agents have any obligation to disclose
\nany of such interests to Borrower or its Affiliates. To the fullest extent
\npermitted by law, Borrower hereby waives and releases any claims that it may
\nhave against any of the Lenders or Agents with respect to any breach or alleged
\nbreach of agency or fiduciary duty in connection with any aspect of any
\ntransaction contemplated hereby.<\/p>\n

[Remainder of page intentionally left blank]<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

79<\/p>\n<\/td>\n

<\/td>\n\n

SAFEWAY TERM CREDIT AGREEMENT<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

\n

IN WITNESS WHEREOF<\/strong>, the parties hereto have caused this
\nAgreement to be duly executed and delivered by their respective officers
\nthereunto duly authorized as of the date first written above.<\/p>\n

BORROWER: SAFEWAY INC. <\/strong><\/p>\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

By:<\/p>\n<\/td>\n

<\/td>\n\n

\/s\/ MELISSA C. PLAISANCE<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

Name: Melissa C. Plaisance<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

Title: Senior Vice President, Finance and Investor Relations<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/tr>\n
\n

Notice Address:<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/tr>\n
\n

Safeway Inc.<\/p>\n<\/td>\n<\/tr>\n

\n

5918 Stoneridge Mall Road<\/p>\n<\/td>\n<\/tr>\n

\n

Pleasanton, California 94588<\/p>\n<\/td>\n<\/tr>\n

\n

Fax: (925) 467-3270<\/p>\n<\/td>\n<\/tr>\n

\n

Email: melissa.plaisance@safeway.com; brad.fox@safeway.com<\/p>\n<\/td>\n<\/tr>\n

\n

Website: www.safeway.com<\/p>\n<\/td>\n<\/tr>\n

\n

Attention: Ms. Melissa Plaisance and Mr. Bradley S. Fox<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n\n

SAFEWAY TERM CREDIT AGREEMENT<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

\n

IN WITNESS WHEREOF<\/strong>, the parties hereto have caused this
\nAgreement to be duly executed and delivered by their respective officers
\nthereunto duly authorized as of the date first written above.<\/p>\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

BANK OF AMERICA, N.A.,<\/strong><\/p>\n<\/td>\n<\/tr>\n

\n

as Administrative Agent, Syndication Agent and Lender<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

By:<\/p>\n<\/td>\n

<\/td>\n\n

\/s\/ JAIME ENG<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

Name: Jaime Eng<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

Title: Vice President<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/tr>\n
\n

Notice Address:<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/tr>\n
\n

One Bryant Park, 34th Floor<\/p>\n<\/td>\n<\/tr>\n

\n

New York, NY 10036<\/p>\n<\/td>\n<\/tr>\n

\n

Fax: 415-796-1253<\/p>\n<\/td>\n<\/tr>\n

\n

Email: jaime.eng@baml.com<\/p>\n<\/td>\n<\/tr>\n

\n

Attention: Ms. Jaime Eng<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n\n

SAFEWAY TERM CREDIT AGREEMENT<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

\n

IN WITNESS WHEREOF<\/strong>, the parties hereto have caused this
\nAgreement to be duly executed and delivered by their respective officers
\nthereunto duly authorized as of the date first written above.<\/p>\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED,<\/strong><\/p>\n<\/td>\n<\/tr>\n

\n

as Joint Bookrunner and Joint Lead Arranger<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

By:<\/p>\n<\/td>\n

<\/td>\n\n

\/s\/ WAJEEH FAHEEM<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

Name: Wajeeh Faheem<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

Title: Managing Director<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/tr>\n
\n

Notice Address:<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/tr>\n
\n

One Bryant Park, 8th Floor<\/p>\n<\/td>\n<\/tr>\n

\n

New York, NY 10036<\/p>\n<\/td>\n<\/tr>\n

\n

Fax: 917-267-7168<\/p>\n<\/td>\n<\/tr>\n

\n

Email: wajeeh.faheem@baml.com<\/p>\n<\/td>\n<\/tr>\n

\n

Attention: Mr. Wajeeh Faheem<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n\n

SAFEWAY TERM CREDIT AGREEMENT<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

\n

IN WITNESS WHEREOF<\/strong>, the parties hereto have caused this
\nAgreement to be duly executed and delivered by their respective officers
\nthereunto duly authorized as of the date first written above.<\/p>\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

J.P. MORGAN SECURITIES LLC,<\/strong><\/p>\n<\/td>\n<\/tr>\n

\n

as Joint Bookrunner and Joint Lead Arranger<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

By:<\/p>\n<\/td>\n

<\/td>\n\n

\/s\/ THOMAS D. CASSIN<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

Name: Thomas D. Cassin<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

Title: Managing Director<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/tr>\n
\n

Notice Address:<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/tr>\n
\n

383 Madison Avenue, 27th Floor<\/p>\n<\/td>\n<\/tr>\n

\n

New York, NY 10179<\/p>\n<\/td>\n<\/tr>\n

\n

Fax: 212-270-1063<\/p>\n<\/td>\n<\/tr>\n

\n

Email: thomas.gsf.delaney@jpmchase.com<\/p>\n<\/td>\n<\/tr>\n

\n

Attention: Mr. Thomas Delaney<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n\n

SAFEWAY TERM CREDIT AGREEMENT<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

\n

IN WITNESS WHEREOF<\/strong>, the parties hereto have caused this
\nAgreement to be duly executed and delivered by their respective officers
\nthereunto duly authorized as of the date first written above.<\/p>\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

GOLDMAN SACHS BANK USA,<\/strong><\/p>\n<\/td>\n<\/tr>\n

\n

as Lender and Documentation Agent<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

By:<\/p>\n<\/td>\n

<\/td>\n\n

\/s\/ MARK WALTON<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

Name: Mark Walton<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

Title: Authorized Signatory<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/tr>\n
\n

Notice Address:<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/tr>\n
\n

Fax:<\/p>\n<\/td>\n<\/tr>\n

\n

Email:<\/p>\n<\/td>\n<\/tr>\n

\n

Attention:<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n\n

SAFEWAY TERM CREDIT AGREEMENT<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

\n

IN WITNESS WHEREOF<\/strong>, the parties hereto have caused this
\nAgreement to be duly executed and delivered by their respective officers
\nthereunto duly authorized as of the date first written above.<\/p>\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

JPMORGAN CHASE BANK, N.A.,<\/strong><\/p>\n<\/td>\n<\/tr>\n

\n

as Lender and Syndication Agent<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

By:<\/p>\n<\/td>\n

<\/td>\n\n

\/s\/ SARAH L. FREEDMAN<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

Name: Sarah L. Freedman<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

Title: Vice President<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/tr>\n
\n

Notice Address:<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/tr>\n
\n

383 Madison Avenue, 24th Floor<\/p>\n<\/td>\n<\/tr>\n

\n

New York, NY 10179<\/p>\n<\/td>\n<\/tr>\n

\n

Fax: 212-270-6637<\/p>\n<\/td>\n<\/tr>\n

\n

Email: Jocelyn.t.shields@jpmorgan.com<\/p>\n<\/td>\n<\/tr>\n

\n

Attention: Ms. Jocelyn Shields<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n\n

SAFEWAY TERM CREDIT AGREEMENT<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

\n

IN WITNESS WHEREOF<\/strong>, the parties hereto have caused this
\nAgreement to be duly executed and delivered by their respective officers
\nthereunto duly authorized as of the date first written above.<\/p>\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Wells Fargo Bank, N.A.,<\/u><\/strong><\/p>\n<\/td>\n<\/tr>\n

\n

as Lender<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

By:<\/p>\n<\/td>\n

<\/td>\n\n

\/s\/ GAVIN HOLLES<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

Name: Gavin Holles<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

Title: Managing Director<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Notice Address:<\/p>\n<\/td>\n

<\/td>\n\n

550 California Street, 10th Floor<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

MAC A0112-101<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

San Francisco, CA 94104<\/p>\n<\/td>\n<\/tr>\n

\n

Fax: 415-837-0610<\/p>\n<\/td>\n<\/tr>\n

\n

Email: gavin.s.holles@wellsfargo.com<\/p>\n<\/td>\n<\/tr>\n

\n

Attention: Gavin Holles<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n\n

SAFEWAY CREDIT AGREEMENT<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

\n

IN WITNESS WHEREOF<\/strong>, the parties hereto have caused this
\nAgreement to be duly executed and delivered by their respective officers
\nthereunto duly authorized as of the date first written above.<\/p>\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

U.S. Bank National Association,<\/strong><\/p>\n<\/td>\n<\/tr>\n

\n

as Lender<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

By:<\/p>\n<\/td>\n

<\/td>\n\n

\/s\/ JANET E. JORDAN<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

Name: Janet E. Jordan<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

Title: Senior Vice President<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/tr>\n
\n

Notice Address:<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/tr>\n
\n

PD-OR-P4CB<\/p>\n<\/td>\n<\/tr>\n

\n

555 SW Oak St., #400<\/p>\n<\/td>\n<\/tr>\n

\n

Portland, OR 09204<\/p>\n<\/td>\n<\/tr>\n

\n

Fax: 503-275-5428<\/p>\n<\/td>\n<\/tr>\n

\n

Email: conan.schleicher@usbank.com<\/p>\n<\/td>\n<\/tr>\n

\n

Attention: Conan Schleicher<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n\n

SAFEWAY CREDIT AGREEMENT<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

\n

IN WITNESS WHEREOF<\/strong>, the parties hereto have caused this
\nAgreement to be duly executed and delivered by their respective officers
\nthereunto duly authorized as of the date first written above.<\/p>\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Credit Suisse AG, Cayman Islands Branch,<\/strong><\/p>\n<\/td>\n<\/tr>\n

\n

as Lender<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

By:<\/p>\n<\/td>\n

<\/td>\n\n

\/s\/ DOREEN BARR<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

Name: Doreen Barr<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

Title: Director<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

By:<\/p>\n<\/td>\n

<\/td>\n\n

\/s\/ SANJA GAZAHI<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

Name: Sanja Gazahi<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

Title: Associate<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/tr>\n
\n

Notice Address:<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/tr>\n
\n

7033 Louis Stephens Drive<\/p>\n<\/td>\n<\/tr>\n

\n

PO Box 110047<\/p>\n<\/td>\n<\/tr>\n

\n

Research Triangle Park, NC 27709<\/p>\n<\/td>\n<\/tr>\n

\n

Fax: (212) 322-2291<\/p>\n<\/td>\n<\/tr>\n

\n

Email: agency.loanops@credit-suisse.com<\/p>\n<\/td>\n<\/tr>\n

\n

Attention: Anna Green<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n\n

SAFEWAY CREDIT AGREEMENT<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

\n

IN WITNESS WHEREOF<\/strong>, the parties hereto have caused this
\nAgreement to be duly executed and delivered by their respective officers
\nthereunto duly authorized as of the date first written above.<\/p>\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

THE ROYAL BANK OF SCOTLAND PLC,<\/u><\/strong><\/p>\n<\/td>\n<\/tr>\n

\n

as Lender<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

By:<\/p>\n<\/td>\n

<\/td>\n\n

\/s\/ TIMOTHY J. MCNAUGHT<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

Name: Timothy J. McNaught<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

Title: Managing Director<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/tr>\n
\n

Notice Address:<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/tr>\n
\n

Fax: 203-873-5019<\/p>\n<\/td>\n<\/tr>\n

\n

Email: GBMUSOCLendingOperations@rbs.com<\/p>\n<\/td>\n<\/tr>\n

\n

Attention: Mark Woodhead<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n\n

SAFEWAY CREDIT AGREEMENT<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

\n

IN WITNESS WHEREOF<\/strong>, the parties hereto have caused this
\nAgreement to be duly executed and delivered by their respective officers
\nthereunto duly authorized as of the date first written above.<\/p>\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Canadian Imperial Bank of Commerce<\/strong><\/p>\n<\/td>\n<\/tr>\n

\n

New York Agency,<\/strong><\/p>\n<\/td>\n<\/tr>\n

\n

as Lender<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

By:<\/p>\n<\/td>\n

<\/td>\n\n

\/s\/ DOMINIC J. SORRESSO<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

Name: Dominic J. Sorresso<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

Title: Executive Director<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

By:<\/p>\n<\/td>\n

<\/td>\n\n

\/s\/ EOIN ROCHE<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

Name: EOIN ROCHE<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

Title: Executive Director<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/tr>\n
\n

Notice Address:<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/tr>\n
\n

Fax: 212-856-3761<\/p>\n<\/td>\n<\/tr>\n

\n

Email: dominic.sorresso@us.cibc.com<\/p>\n<\/td>\n<\/tr>\n

\n

Attention: Dominic Sorresso<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n\n

SAFEWAY CREDIT AGREEMENT<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

\n

IN WITNESS WHEREOF<\/strong>, the parties hereto have caused this
\nAgreement to be duly executed and delivered by their respective officers
\nthereunto duly authorized as of the date first written above.<\/p>\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Farm Credit Bank of Texas,<\/strong><\/p>\n<\/td>\n<\/tr>\n

\n

as Lender<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

By:<\/p>\n<\/td>\n

<\/td>\n\n

\/s\/ LUIS M.H. REQUEJO<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

Name: Luis M.H. Requejo<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

Title: Director Capital Markets<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/tr>\n
\n

Notice Address: 4801 Plaza on the Lake Drive, Austin TX 78746<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/tr>\n
\n

Fax: (512) 233-0790<\/p>\n<\/td>\n<\/tr>\n

\n

Email: luis.requejo@farmcreditbank.com<\/p>\n<\/td>\n<\/tr>\n

\n

Attention: Legal Documentation : Luis M.H. Requejo<\/p>\n<\/td>\n<\/tr>\n

\n

Operation Documentation : Sarah Shumate<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n\n

SAFEWAY CREDIT AGREEMENT<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

\n

IN WITNESS WHEREOF<\/strong>, the parties hereto have caused this
\nAgreement to be duly executed and delivered by their respective officers
\nthereunto duly authorized as of the date first written above.<\/p>\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

COBANK, ACB,<\/strong><\/p>\n<\/td>\n<\/tr>\n

\n

as Lender<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

By:<\/p>\n<\/td>\n

<\/td>\n\n

\/s\/ RICK METZGER<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

Name: Rick Metzger<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

Title: Vice President<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/tr>\n
\n

Notice Address:<\/p>\n<\/td>\n<\/tr>\n

\n

5500 S. Quebec Street<\/p>\n<\/td>\n<\/tr>\n

\n

Greenwood Village, CO 80111<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/tr>\n
\n

Email: rmetzger@cobank.com<\/p>\n<\/td>\n<\/tr>\n

\n

Attention: Rick Metzger<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n\n

SAFEWAY CREDIT AGREEMENT<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

\n

IN WITNESS WHEREOF<\/strong>, the parties hereto have caused this
\nAgreement to be duly executed and delivered by their respective officers
\nthereunto duly authorized as of the date first written above.<\/p>\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

First Hawaiian Bank,<\/strong><\/p>\n<\/td>\n<\/tr>\n

\n

as Lender<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

By:<\/p>\n<\/td>\n

<\/td>\n\n

\/s\/ SUSAN TAKEDA<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

Name: Susan Takeda<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

Title: Vice President<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/tr>\n
\n

Notice Address: 999 Bishop Street; 11th Floor; Honolulu, Hi 96813<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/tr>\n
\n

Fax: 808.525.6200<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/tr>\n
\n

Email: stakeda@fhb.com<\/p>\n<\/td>\n<\/tr>\n

\n

Attention: Susan Takeda<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n\n

SAFEWAY CREDIT AGREEMENT<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

\n

IN WITNESS WHEREOF<\/strong>, the parties hereto have caused this
\nAgreement to be duly executed and delivered by their respective officers
\nthereunto duly authorized as of the date first written above.<\/p>\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Bank of the West,<\/strong><\/p>\n<\/td>\n<\/tr>\n

\n

as Lender<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

By:<\/p>\n<\/td>\n

<\/td>\n\n

\/s\/ PHITSANU J. KOCHAPHUM<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

Name: Phitsanu J. Kochaphum<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

Title: Senior Vice President<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/tr>\n
\n

Notice Address: 2527 Camino Ramon<\/p>\n<\/td>\n<\/tr>\n

\n

NC-B07-3D-G<\/p>\n<\/td>\n<\/tr>\n

\n

San Ramon, CA 94583<\/p>\n<\/td>\n<\/tr>\n

\n

Fax: 925-843-9980<\/p>\n<\/td>\n<\/tr>\n

\n

Email: jojo.kochaphum@bankofthewest.com<\/p>\n<\/td>\n<\/tr>\n

\n

Attention: Phitsanu J. Kochaphum<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n\n

SAFEWAY CREDIT AGREEMENT<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

\n

IN WITNESS WHEREOF<\/strong>, the parties hereto have caused this
\nAgreement to be duly executed and delivered by their respective officers
\nthereunto duly authorized as of the date first written above.<\/p>\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Toronto Dominion (Texas) LLC<\/u><\/strong>,<\/strong><\/p>\n<\/td>\n<\/tr>\n

\n

as Lender<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

By:<\/p>\n<\/td>\n

<\/td>\n\n

\/s\/ KELLY HUNDAL<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

Name: Kelly Hundal<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

Title: Authorized Signatory<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/tr>\n
\n

Notice Address: 31 W. 52nd Street, New York,<\/p>\n

NY 10019, U.S.A.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/tr>\n
\n

Fax: 212-827-7232<\/p>\n<\/td>\n<\/tr>\n

\n

Email: betty.chang@tdsecurities.com<\/p>\n<\/td>\n<\/tr>\n

\n

Attention: Betty Chang<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n\n

SAFEWAY CREDIT AGREEMENT<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

\n

IN WITNESS WHEREOF<\/strong>, the parties hereto have caused this
\nAgreement to be duly executed and delivered by their respective officers
\nthereunto duly authorized as of the date first written above.<\/p>\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Union Bank N.A.<\/u><\/strong>,<\/strong><\/p>\n<\/td>\n<\/tr>\n

\n

as Lender<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

By:<\/p>\n<\/td>\n

<\/td>\n\n

\/s\/ CHARLES CORBISIERO<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

Name: Charles Corbisiero<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

Title: SVP<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/tr>\n
\n

Notice Address: Union Bank, NA; 222 W Adams Suite 18 Chicago IL 60606<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/tr>\n
\n

Fax: 312 601 3955<\/p>\n<\/td>\n<\/tr>\n

\n

Email: Thomas.Lass@Unionbank.com<\/p>\n<\/td>\n<\/tr>\n

\n

Attention: Tom Lass<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n\n

SAFEWAY CREDIT AGREEMENT<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

\n

IN WITNESS WHEREOF<\/strong>, the parties hereto have caused this
\nAgreement to be duly executed and delivered by their respective officers
\nthereunto duly authorized as of the date first written above.<\/p>\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

The Northern Trust Company,<\/strong><\/p>\n<\/td>\n<\/tr>\n

\n

as Lender<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

By:<\/p>\n<\/td>\n

<\/td>\n\n

\/s\/ JOHN LASCODY<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

Name: John Lascody<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

Title: Second Vice President<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/tr>\n
\n

Notice Address:<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/tr>\n
\n

Fax: (312) 557-1425<\/p>\n<\/td>\n<\/tr>\n

\n

Email: JL98@ntrs.com<\/p>\n<\/td>\n<\/tr>\n

\n

Attention: John Lascody<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n\n

SAFEWAY CREDIT AGREEMENT<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

\n

IN WITNESS WHEREOF<\/strong>, the parties hereto have caused this
\nAgreement to be duly executed and delivered by their respective officers
\nthereunto duly authorized as of the date first written above.<\/p>\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

AgFirst Farm Credit Bank,<\/strong><\/p>\n<\/td>\n<\/tr>\n

\n

as Lender<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

By:<\/p>\n<\/td>\n

<\/td>\n\n

\/s\/ MATTHEW H. JEFFORDS<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

Name: Matthew H. Jeffords<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

Title: Asst. Vice President<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/tr>\n
\n

Notice Address: 1401 Hampton Street, Columbia, SC 29201<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/tr>\n
\n

Fax: 803-254-4219<\/p>\n<\/td>\n<\/tr>\n

\n

Email: mjeffords-servicing@agfirst.com<\/p>\n<\/td>\n<\/tr>\n

\n

Attention: Matt Jeffords<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n\n

SAFEWAY CREDIT AGREEMENT<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

\n

IN WITNESS WHEREOF<\/strong>, the parties hereto have caused this
\nAgreement to be duly executed and delivered by their respective officers
\nthereunto duly authorized as of the date first written above.<\/p>\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

COMERICA BANK,<\/strong><\/p>\n<\/td>\n<\/tr>\n

\n

as Lender<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

By:<\/p>\n<\/td>\n

<\/td>\n\n

\/s\/ STEVE D. CLEAR<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

Name:_Steve D. Clear<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

Title:_Vice President<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/tr>\n
\n

Notice Address: 611 Anton Blvd., Costa Mesa, Ca 92626<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/tr>\n
\n

Fax: (714) 433-3236<\/p>\n<\/td>\n<\/tr>\n

\n

Email: sdclear@comerica.com<\/p>\n<\/td>\n<\/tr>\n

\n

Attention: Steve D. Clear<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n\n

SAFEWAY CREDIT AGREEMENT<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

\n

IN WITNESS WHEREOF<\/strong>, the parties hereto have caused this
\nAgreement to be duly executed and delivered by their respective officers
\nthereunto duly authorized as of the date first written above.<\/p>\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

THE CHIBA BANK, LTD., NEW YORK BRANCH,<\/strong><\/p>\n<\/td>\n<\/tr>\n

\n

as Lender<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

By:<\/p>\n<\/td>\n

<\/td>\n\n

\/s\/ YUKIHITO INAMURA<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

Name: Yukihito Inamura<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

Title: General Manager<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/tr>\n
\n

Notice Address:<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/tr>\n
\n

Fax: 212-354-8575<\/p>\n<\/td>\n<\/tr>\n

\n

Email: caugust@chibabank.co.jp<\/p>\n<\/td>\n<\/tr>\n

\n

Attention: Carmen A. Augustino<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n\n

SAFEWAY CREDIT AGREEMENT<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

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