Second Amendment to Credit Agreement



 Exhibit 10.1 
 EXECUTION VERSION 
 SAFEWAY INC. 
 SECOND AMENDMENT TO CREDIT AGREEMENT 
 DATED AS OF JUNE 1, 2007 

This SECOND AMENDMENT TO CREDIT AGREEMENT dated as of June 1, 2007 (this “Second Amendment”), is by and among Safeway
Inc., a Delaware corporation (“Company”) and Canada Safeway Limited, an Alberta corporation (“Canada Safeway” and together with Company, “Borrowers”), Deutsche Bank AG New York Branch, as
administrative agent (the “Administrative Agent”), Banc of America Securities LLC (“BAS”) and J.P. Morgan Securities Inc. (“JPMSI”, and together with BAS, as joint lead arrangers, the “Joint
Lead Arrangers”), the financial institutions named on the signature pages hereof (the “Lenders”), Bank of America, N.A. (“Bank of America”), JPMorgan Chase Bank, National Association
(“JPMorgan”), Citicorp USA, Inc. (“Citicorp”) and BNP Paribas (“BNP Paribas” and, collectively with Bank of America, JPMorgan and Citicorp, as syndication agents, the “Co-Syndication
Agents”) and U.S. Bank National Association, as documentation agent (the “Documentation Agent”). Capitalized terms used herein without definition shall have the same meanings herein as set forth in the Credit Agreement
dated as of June 1, 2005 as amended by the First Amendment to Credit Agreement dated as of June 15, 2006 (as so amended, and as it may be further amended or modified from time to time, the “Credit Agreement), by and among
Borrowers, Lenders, Administrative Agent, the Joint Lead Arrangers, the Co-Syndication Agents and Documentation Agent. 
 WHEREAS, the
existing Termination Date is June 1, 2011; 
 WHEREAS, Borrowers and the Lenders party hereto desire to extend the Termination
Date for an additional year to June 1, 2012 and amend the Credit Agreement to provide for two additional one-year extensions of the Termination Date in accordance with the terms herein; 
 WHEREAS, Borrowers and the Lenders party hereto desire to amend the pricing terms of the Credit Agreement as described herein; 
 AGREEMENT 
 NOW, THEREFORE, in
consideration of the terms and conditions herein contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 
 SECTION 1. 
 DEFINITIONS.

 A. Second Amendment Defined Terms. As used herein, the following terms shall have the following meanings: 
 “Amended Agreement” has the meaning set forth in Section 3 hereof. 
  


					
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 “Second Amendment Effective Date” has the meaning set forth in Section 4 hereof.

 B. Amended Definitions. The definitions of the following defined terms in subsection 1.1 of the Credit Agreement are hereby amended
by deleting such definitions in their entirety and substituting the following definitions therefor: 
 “Facility Fee
Percentage” means, as of any date, the percentage per annum set forth below that corresponds to the Pricing Level in effect on such date: 
  

			
	 Pricing Level
	  	 Facility
 Fee Percentage
(in basis points)

	 Pricing Level A:
	  	5.00
	 Pricing Level B:
	  	6.00
	 Pricing Level C:
	  	7.00
	 Pricing Level D:
	  	8.00
	 Pricing Level E:
	  	10.00
	 Pricing Level F:
	  	12.50
	 Pricing Level G:
	  	15.00

 The Facility Fee Percentage shall change as of the opening of business on any day that the Pricing
Level changes pursuant to the definition of “Pricing Level.” 
 “Pricing Level” means as of any date, the higher
Pricing Level, whether (in descending order from the highest Pricing Level to the lowest Pricing Level) Pricing Level A, Pricing Level B, Pricing Level C, Pricing Level D, Pricing Level E, Pricing Level F, or Pricing Level G, that corresponds to
either (a) Company’s unsecured senior debt ratings from Fitch, Moody’s and S&P or (b) Company’s Interest Coverage Ratio as set forth in the most recent effective Pricing Level Determination Certificate delivered in
accordance with the provisions of subsection 8.1(iv); provided that, notwithstanding anything herein to the contrary, the applicable Pricing Level shall not be more favorable to a Borrower than Pricing Level B until the receipt by the Lenders
of the Compliance Certificate and related financial statements required hereunder for the quarter ending December 29, 2007: 
  


					
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	 Pricing Level
	  	 Debt Ratings/Interest
 Coverage Ratio

	 Pricing Level A:
	  	(i) better than or equal to at least two of the following three ratings: AA- or better by Fitch or Aa3 or better by Moody’s or AA- or better by S&P or (ii) Interest Coverage Ratio of
6.75:1.00 or higher
		
	 Pricing Level B:
	  	(i) better than or equal to at least two of the following three ratings: A+ or better by Fitch or A1 or better by Moody’s or A+ or better by S&P or (ii) Interest Coverage Ratio of at
least 6.25:1.00 but less than 6.75:1.00
		
	 Pricing Level C:
	  	(i) better than or equal to at least two of the following three ratings: A by Fitch or A2 by Moody’s or A by S&P or (ii) Interest Coverage Ratio of at least 5.75:1.00 but less than
6.25:1.00
		
	 Pricing Level D:
	  	(i) better than or equal to at least two of the following three ratings: A- by Fitch or A3 by Moody’s or A- by S&P or (ii) Interest Coverage Ratio of at least 5.25:1.00 but less than
5.75:1.00
		
	 Pricing Level E:
	  	(i) better than or equal to at least two of the following three ratings: BBB+ by Fitch or Baa1 by Moody’s or BBB+ by S&P or (ii) Interest Coverage Ratio of at least 4.75:1.00 but less
than 5.25:1.00

  


					
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	 Pricing Level F:
	  	(i) better than or equal to at least two of the following three ratings: BBB by Fitch or Baa2 by Moody’s or BBB by S&P or (ii) Interest Coverage Ratio of at least 4.25:1.00 but less
than 4.75:1.00
		
	 Pricing Level G:
	  	(i) at least two of the following three ratings: Below BBB by Fitch or below Baa2 by Moody’s or below BBB by S&P or (ii) Interest Coverage Ratio below 4.25:1.00

 For the purposes of determining the Pricing Level, a Pricing Level Determination Certificate shall
be deemed effective on the next Business Day following Administrative Agent’s receipt thereof, and, subject to the foregoing proviso, the Pricing Level shall change on such Business Day to the extent necessary to reflect Company’s debt
rating and Interest Coverage Ratio as set forth in such Pricing Level Determination Certificate. 
 “Pricing Margin” means,
as of any date, the Pricing Margin set forth below that corresponds to the Pricing Level in effect on such date: 
  

			
	 Pricing Level
	  	Pricing Margin
(in basis points)
	 Pricing Level A:
	  	15.00
	 Pricing Level B:
	  	19.00
	 Pricing Level C:
	  	23.00
	 Pricing Level D:
	  	27.00
	 Pricing Level E:
	  	30.00
	 Pricing Level F:
	  	37.50
	 Pricing Level G:
	  	60.00

 The Pricing Margin shall change as of the opening of business on any day that the Pricing Level
changes pursuant to the definition of “Pricing Level.” 
 “Termination Date” means the later of
(a) June 1, 2012 or (b) if the term of this Agreement is extended pursuant to subsection 2.8, such extended termination date as determined pursuant to such subsection; provided, however, that, in each case, if such date
is not a Business Day, the next preceding Business Day; provided further that with respect to any Non-Extending Lender, the Termination Date of such Non-Extending Lender’s Commitment shall be the Existing Termination Date notwithstanding the
extension of Commitments by any other Lender pursuant to subsection 2.8. 
 C. Additional Definitions. Subsection 1.1 of the Credit
Agreement is hereby further amended by adding to such subsection the following definitions which shall be inserted in proper alphabetical order: 
 “Additional Commitment Lender” has the meaning assigned to that term in subsection 2.8. 
  


					
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 “Anniversary Date” has the meaning assigned to that term in subsection 2.8. 

“Existing Termination Date” has the meaning assigned to that term in subsection 2.8. 
 “Extending Lender” has the meaning assigned to that term in subsection 2.8. 
 “Non-Extending Lender” has the meaning assigned to that term in subsection 2.8. 
 “Notice Date” has the meaning assigned to that term in subsection 2.8. 
 “Request Period” has the meaning assigned to that term in subsection 2.8. 
 “Response Deadline” has the meaning assigned to that term in subsection 2.8. 
 “Second Amendment Effective Date” means June 1, 2007. 
 SECTION 2. 
 OTHER AMENDMENTS TO CREDIT AGREEMENT. 
 A. Amendments to Section 2: Amounts and Terms of Commitments and Loans. 
 Section 2 of the Credit Agreement is hereby amended by adding the following provision as subsection 2.8: 
 “2.8 Extension of Termination Date. 
 A. Requests for Extension. Company may, by notice to Administrative Agent, given not earlier than 60 days prior to each of the first and second anniversaries of the Second Amendment Effective Date (each such
anniversary being referred to herein as an “Anniversary Date” and each such 60 day period prior to an Anniversary Date being referred to herein as a “Request Period”), request that each Lender, effective as of the
first or second Anniversary Date, as the case may be, extend its Commitment beyond the Termination Date then in effect (the “Existing Termination Date”) for an additional one-year period from the Existing Termination Date; provided
that no more than one such request may be made during each Request Period. Administrative Agent shall promptly notify each Lender of Company’s request for such extension (the date such notice is given being referred to herein as the
“Notice Date”). 
 B. Lender Elections to Extend. Each Lender, acting in its sole discretion, shall,
by notice to Administrative Agent given not later than 30 days following the Notice Date (the “Response Deadline”), advise Administrative Agent whether or not such 

  


					
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Lender agrees to such extension (each such Lender that determines not to so extend its Commitment being referred to as a “Non-Extending
Lender”). Any Lender that does not so advise Administrative Agent on or before the Response Deadline shall be deemed to be a Non-Extending Lender. The election of any Lender to agree to such extension of the Termination Date shall not
obligate any other Lender to so agree. 
 C. Notification by
Administrative Agent. Administrative Agent shall notify Company of each Lender’s determination under this subsection 2.8 no later than the 5th Business Day after the Response Deadline. 
 D. Additional Commitment
Lenders. Company shall have the right on or before the related Anniversary Date to replace each Non-Extending Lender with, and add as “Lenders” under this Agreement in place thereof, one or more Eligible Assignees (each, an
“Additional Commitment Lender”) as provided in subsection 13.1, provided that each such Additional Commitment Lender shall enter into an Assignment and Assumption Agreement pursuant to which such Additional Commitment Lender
shall undertake a Commitment (and, if any such Additional Commitment Lender is already a Lender, its Commitment shall be in addition to such Lender’s Commitment hereunder on such date). 
 E. Minimum Extension Requirement. If (and only if) the total of the Commitments of the Lenders that have agreed to so extend the
Termination Date (each, an “Extending Lender”) and the Commitments of the Additional Commitment Lenders shall be more than 51% of the aggregate amount of the Commitments in effect immediately prior to the related Anniversary Date,
then, effective as of the related Anniversary Date (but subject to the prior satisfaction of the conditions set forth in subsection 2.8F below), the Termination Date of this Agreement and the Termination Date with respect to the Commitments of each
Extending Lender and of each Additional Commitment Lender shall be extended to the date falling one year after the Existing Termination Date (except that, if such date is not a Business Day, such Termination Date as so extended shall be the next
preceding Business Day) and each Additional Commitment Lender shall thereupon become a “Lender” for all purposes of this Agreement. Notwithstanding anything herein to the contrary, the Commitment of each Non-Extending Lender shall remain
in full force and effect until and shall terminate on the Existing Termination Date for such Non-Extending Lender, unless such Non-Extending Lender is replaced prior to the related Anniversary Date by an Additional Commitment Lender as provided in
subsection 2.8D above. 
 F. Conditions to Effectiveness of Extensions. Notwithstanding the foregoing, the extension of
the Termination Date pursuant to this subsection 2.8 shall not be effective with respect to any Lender unless: 
 (i) no event
shall have occurred and be continuing or would result from the extension of the Termination Date that would constitute an Event of Default or a Potential Event of Default on the date of such extension; and 
  


					
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 (ii) the representations and warranties contained herein and in the other Loan Documents
shall be true, correct and complete in all material respects on and as of the date of such extension and after giving effect thereto, to the same extent as though made on and as of that date, except to the extent that such representations and
warranties specifically relate to an earlier date, in which case, such representations and warranties shall be true, correct and complete in all material respects on and as of such earlier date. 
 G. Payment of Non-Extending Lenders. On the effective date of any extension of the Termination Date hereunder, Borrowers shall
prepay any Loans outstanding on such date (and pay any additional amounts required pursuant to subsections 2.3. 2.6D or 5.1) to the extent necessary to keep outstanding Loans ratable with any revised pro rata allocation of the Commitments of the
respective Lenders effective as of such date. 
 H. Conflicting Provisions. This subsection shall supersede any
provisions in subsection 13.6 to the contrary.” 
 B. Amendments to Section 5: Increased Costs, Taxes, Capital Adequacy and
Mitigation. 
 Subsection 5.3 of the Credit Agreement is hereby amended by adding the following clause after “any such Lender
being referred to herein as a “Defaulting Lender”),” and before “(x) such Borrower” in the seventh line of such subsection: 
 “or if any Lender is a Non-Extending Lender in respect of any extension of the Termination Date,” 
 SECTION 3. 
 REPRESENTATIONS AND WARRANTIES. 
 In order to induce Lenders to enter into this Second Amendment and to amend the Credit Agreement in the manner provided herein, Borrowers represent and
warrant to each Lender, as of the Second Amendment Effective Date, that the following statements are true, correct and complete: 
 A.
Corporate Power and Authority. Borrowers have all requisite corporate power and authority to enter into this Second Amendment and to carry out the transactions contemplated by the Credit Agreement, as amended by this Second Amendment (the
“Amended Agreement”). 
 B. Authorization of Agreements. The execution and delivery of this Second Amendment
and the performance of the Amended Agreement have been duly authorized by all necessary corporate action on the part of Borrowers. 
  


					
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 C. No Conflict. The execution and delivery by Borrowers of this Second Amendment and the
performance by Borrowers of the Amended Agreement do not and will not (i) violate any provision of any law or any governmental rule or regulation applicable to Borrowers, the Certificate or Articles of Incorporation or Bylaws of Borrowers or
any order, judgment or decree of any court or other agency of government binding on Borrowers, (ii) conflict with, result in a material breach of or constitute (with due notice or lapse of time or both) a default under any Contractual
Obligation of Borrowers, (iii) result in or require the creation or imposition of any Lien upon any of the properties or assets of Borrowers, or (iv) require any approval of stockholders or any approval or consent of any Person under any
Contractual Obligation of Borrowers, except for such approvals or consents which will be obtained on or before the Second Amendment Effective Date. 
 D. Governmental Consents. The execution and delivery by Borrowers of this Second Amendment and the performance by Borrowers of the Amended Agreement do not and will not require Borrowers to make or obtain any registration
with, consent or approval of, or notice to, or other action to, with or by, any United States or Canadian Governmental Authority. 
 E. Binding Obligation. This Second Amendment has been duly executed and delivered by Borrowers and this Second Amendment and the Amended Agreement are the legally valid and binding obligations of Borrowers, enforceable against
Borrowers in accordance with their respective terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or limiting creditors’ rights generally or by equitable principles relating to
enforceability. 
 F. Incorporation of Representations and Warranties From Credit Agreement. The representations and warranties
contained in Section 7 of the Credit Agreement are and will be true, correct and complete in all material respects to the same extent as though made on and as of the Second Amendment Effective Date, except to the extent such representations and
warranties specifically relate to an earlier date, in which case they were true, correct and complete in all material respects on and as of such earlier date. 
 G. Absence of Default. No event has occurred and is continuing or will result from the consummation of the transactions contemplated by this Second Amendment that would constitute an Event of Default or
a Potential Event of Default. 
 SECTION 4. 
 CONDITIONS TO EFFECTIVENESS. 
 This Second Amendment shall become effective upon the satisfaction of
all of the following conditions precedent, in form and substance satisfactory to the Joint Lead Arrangers (the “Second Amendment Effective Date”): 
 (i) On or before the Second Amendment Effective Date, Borrowers shall have delivered to the Joint Lead Arrangers resolutions of the Board of Directors of each Borrower authorizing and approving the execution, delivery
and performance of this Second Amendment, in each case certified by the corporate secretary or an assistant secretary of such Borrower, as the case may be, as of the Second Amendment Effective Date; 
  


					
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 (ii) On or before the Second Amendment Effective Date, Borrowers shall have delivered to the Joint Lead
Arrangers a certificate of the corporate secretary or an assistant secretary of each Borrower which shall certify, as of the Second Amendment Effective Date, the names and offices of the officers of each Borrower authorized to sign this Second
Amendment; 
 (iii) On or before the Second Amendment Effective Date, Borrowers shall have delivered to the Joint Lead Arrangers a certificate
of the corporate secretary or an assistant secretary of each Borrower which shall (i) certify, as of the Second Amendment Effective Date, that there have been no changes to the Certificate of Incorporation and Bylaws delivered by such Borrower
on the Closing Date, or (ii) attach current copies of the Certificate of Incorporation or Bylaws if they have been amended since the Closing Date; and 
 (iv) On or before the Second Amendment Effective Date, Borrowers shall have delivered to the Joint Lead Arrangers a counterpart hereof executed by a duly authorized officer of each Borrower and each Lender.

 SECTION 5. 
 LIMITATION OF AMENDMENTS. 
 Without limiting the generality of the provisions of subsection 13.6 of the Credit Agreement,
the consent and the amendments set forth above shall be limited precisely by their terms, shall not have any force or effect with respect to any other matter except as expressly provided above, and nothing in this Second Amendment shall be deemed
to: 
 (i) constitute a waiver or modification of any other term, provision or condition of the Credit Agreement or any other instrument or
agreement referred to therein; or 
 (ii) prejudice any right or remedy that Administrative Agent or any Lender may now have or may have in
the future under or in connection with the Credit Agreement or any other instrument or agreement referred to therein. 
 Except as expressly
set forth herein, the terms, provisions and conditions of the Credit Agreement and the other Loan Documents shall remain in full force and effect and in all other respects are hereby ratified and confirmed. 
  


					
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 SECTION 6. 
 MISCELLANEOUS. 
 A. Reference To and Effect on the Credit Agreement and the Loan Documents.

 (i) On and after the Second Amendment Effective Date, each reference in the Credit Agreement to “this Agreement”,
“hereunder”, “hereof”, “herein” or words of like import referring to the Credit Agreement, and each reference in the other Loan Documents to the “Credit Agreement”, “thereunder”, “thereof”
or words of like import referring to the Credit Agreement shall mean and be a reference to the Amended Agreement. 
 (ii) Except as
specifically amended by this Second Amendment, the Credit Agreement and the other Loan Documents shall remain in full force and effect and are hereby ratified and confirmed. 
 (iii) The execution, delivery and performance of this Second Amendment shall not, except as expressly provided herein, constitute a waiver of any
provision of, or operate as a waiver of any right, power or remedy of any Agent or any Lender under, the Credit Agreement or any of the other Loan Documents. 
 B. Fees and Expenses. Borrowers acknowledge that all costs, fees and expenses as described in subsection 13.2 of the Credit Agreement incurred by Administrative Agent and its counsel with respect to this
Second Amendment and the documents and transactions contemplated hereby shall be for the account of Company. 
 C. Headings.
Section and subsection headings in this Second Amendment are included herein for convenience of reference only and shall not constitute a part of this Second Amendment for any other purpose or be given any substantive effect. 
 D. Applicable Law. THIS SECOND AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND
ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK (INCLUDING WITHOUT LIMITATION SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK), WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES. 
 E. Counterparts; Effectiveness. This Second Amendment may be executed in any number of counterparts and by different parties hereto in separate
counterparts, each of which when so executed and delivered shall be deemed an original, but all such counterparts together shall constitute but one and the same instrument; signature pages may be detached from multiple separate counterparts and
attached to a single counterpart so that all signature pages are physically attached to the same document. This Second Amendment shall become effective upon the execution of a counterpart hereof by Borrowers, and all Lenders, and receipt by
Borrowers and Administrative Agent of written or telephonic notification of such execution and authorization of delivery thereof. 
  


					
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 IN WITNESS WHEREOF, the parties hereto have caused this Second Amendment to be duly executed as of
the date first written above. 
 BORROWERS: 

			
	SAFEWAY INC.
		
	 By:
	 	 /s/ Bradley S. Fox

	 Name:
	 	Bradley S. Fox
	 Title:
	 	Vice President & Treasurer
	
	CANADA SAFEWAY LIMITED
		
	 By:
	 	 /s/ Bradley S. Fox

	 Name:
	 	Bradley S. Fox
	 Title:
	 	Vice President & Treasurer


  


					
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	DEUTSCHE BANK AG NEW YORK BRANCH,
	as Administrative Agent, Domestic Lender, and Swing Line Lender
		
	By:	 	 /s/ Frederick W. Laird

	Name:	 	Frederick W. Laird
	Title:	 	Managing Director
		
	By:	 	 /s/ Heidi Sandquist

	Name:	 	Heidi Sandquist
	Title:	 	Vice President


  


					
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	BANC OF AMERICA SECURITIES LLC,
	as Joint Lead Arranger
		
	By:	 	 /s/ Peter C. Hall

	Name:	 	Peter C. Hall
	Title:	 	Managing Director


  


					
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	J.P. MORGAN SECURITIES INC.,
	as Joint Lead Arranger
		
	By:	 	 /s/ William Carney

	Name:	 	William Carney
	Title:	 	Vice President


  


					
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	BANK OF AMERICA, N.A.,
	as Domestic Lender, Co-Syndication Agent and Swing Line Lender
		
	By:	 	 /s/ Thomas J. Kane

	Name:	 	Thomas J. Kane
	Title:	 	Senior Vice President


  


					
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	JPMORGAN CHASE BANK, NATIONAL ASSOCIATION,
	as Domestic Lender, Co-Syndication Agent and Swing Line Lender
		
	By:	 	 /s/ Christine Herrick

	Name:	 	Christine Herrick
	Title:	 	Vice President
		 	JPMorgan Chase Bank, NA


  


					
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	 CITICORP USA, INC.,

	 as Domestic Lender and Co-Syndication Agent

		
	 By:
	 	 /s/ Marc C. Merlino

	 Name:
	 	Marc C. Merlino
	 Title:
	 	Vice President


  


					
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	 BNP PARIBAS,

	 as Domestic Lender and Co-Syndication Agent

		
	 By:
	 	 /s/ Pierre-Nicholas Rogers

	 Name:
	 	Pierre-Nicholas Rogers
	 Title:
	 	Managing Director
		
	 By:
	 	 /s/ Jamie Dillon

	 Name:
	 	Jamie Dillon
	 Title:
	 	Managing Director


  


					
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	U.S. BANK NATIONAL ASSOCIATION,
	as Domestic Lender and Documentation Agent
		
	By:	 	 /s/ Conan Schleicher

	Name:	 	Conan Schleicher
	Title:	 	Vice President


  


					
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	AGFIRST FARM CREDIT BANK,
	as Domestic Lender
		
	By:	 	 /s/ John W. Burnside, Jr.

	Name:	 	John W. Burnside, Jr.
	Title:	 	Vice President


  


					
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	BARCLAYS BANK PLC,
	as Domestic Lender
		
	By:	 	 /s/ Esther Carr

	Name:	 	Esther Carr
	Title:	 	Manager


  


					
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	Chang Hwa Commercial Bank, Ltd., New York,
	as Domestic Lender
		
	By:	 	 /s/ Jim C.Y. Chen

	Name:	 	Jim C.Y. Chen
	Title:	 	VP & General Manager


  


					
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	CIBC Inc.,
	as Domestic Lender
		
	By:	 	 /s/ Dominic J. Sorresso

	Name:	 	Dominic J. Sorresso
	Title:	 	Executive Director
	
	CIBC World Markets Corp.
	Authorized Signatory


  


					
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	CREDIT SUISSE, Cayman Islands Branch,
	as Domestic Lender
		
	By:	 	 /s/ Cassandra Droogan

	Name:	 	Cassandra Droogan
	Title:	 	Vice President
		
	By:	 	 /s/ Laurence Lapeyre

	Name:	 	Laurence Lapeyre
	Title:	 	Associate


  


					
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	 FIRST HAWAIIAN BANK,

	 as Domestic Lender

		
	 By:
	 	 /s/ Lisa A. Tomihama

	 Name:
	 	Lisa A. Tomihama
	 Title:
	 	Vice President


  


					
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	 Manufacturers and Traders Trust Company,

	 as Domestic Lender

		
	 By:
	 	 /s/ Heather Musick

	 Name:
	 	Heather Musick
	 Title:
	 	Vice President


  


					
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	 MERRILL LYNCH BANK USA,

	 as Domestic Lender

		
	 By:
	 	 /s/ David Millett

	 Name:
	 	David Millett
	 Title:
	 	Vice President


  


					
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	 MORGAN STANLEY BANK,

	 as Domestic Lender

		
	 By:
	 	 /s/ Daniel Twenge

	 Name:
	 	Daniel Twenge
	 Title:
	 	Authorized Signatory
		 	Morgan Stanley Bank


  


					
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	 The Northern Trust Company,

	 as Domestic Lender

		
	 By:
	 	 /s/ Anu Agarwal

	 Name:
	 	Anu Agarwal
	 Title:
	 	Second Vice President


  


					
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	 COÖPERATIEVE CENTRALE RAIFFEISEN-

	 BOERENLEENBANK B.A. “RABOBANK

	 INTERNATIONAL” NEW YORK BRANCH,

	 as Domestic Lender

		
	 By:
	 	 /s/ Eric Baymiller

	 Name:
	 	Eric Baymiller
	 Title:
	 	Executive Director
		
	 By:
	 	 /s/ Rebecca O. Morrow

	 Name:
	 	Rebecca O. Morrow
	 Title:
	 	Executive Director


  


					
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	 THE BANK OF NEW YORK,

	 as Domestic Lender

		
	 By:
	 	 /s/ Randolph E.J. Medrano

	 Name:
	 	Randolph E.J. Medrano
	 Title:
	 	Vice President


  


					
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	 The Royal Bank of Scotland plc

	 as Domestic Lender

		
	 By:
	 	 /s/ Belinda Tucker

	 Name:
	 	Belinda Tucker
	 Title:
	 	Senior Vice President


  


					
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	 TORONTO DOMINION BANK (TEXAS) LLC,

	 as Domestic Lender

		
	 By:
	 	 /s/ Debbi L. Brito

	 Name:
	 	Debbie L. Brito
	 Title:
	 	Authorized Signatory
	
	 Toronto Dominion Bank (Texas) LLC

	 Royal Trust Tower

	 77 King Street W., 18th Floor

	 Toronto, Ontario M5K 1A2

	 Telecopy 416-983-1708

	 Attention: Tara Harripaul



  


					
		 		 	 Second Amendment to
 Safeway Credit Agreement











			
	UBS Loan Finance LLC,
	as Domestic Lender
		
	 By:
	 	 /s/ Irja R. Otsa

	 Name:
	 	Irja R. Otsa
	 Title:
	 	Associate Director, Banking Products Services, US
		
	 By:
	 	 /s/ Mary E. Evans

	 Name:
	 	Mary E. Evans
	 Title:
	 	Associate Director, Banking Products Services, US


  


					
		 		 	 Second Amendment to
 Safeway Credit Agreement











			
	UNION BANK OF CALIFORNIA, N.A.,
	as Domestic Lender
		
	 By:
	 	 /s/ Marissa Petri

	 Name:
	 	Marissa Petri
	 Title:
	 	Investment Banking Officer


  


					
		 		 	 Second Amendment to
 Safeway Credit Agreement











			
	Wachovia Bank, National Association,
	as Domestic Lender
		
	 By:
	 	 /s/ Anthony D. Braxton

	 Name:
	 	Anthony D. Braxton
	 Title:
	 	Director


  


					
		 		 	 Second Amendment to
 Safeway Credit Agreement











			
	Wells Fargo Bank N.A.,
	as Domestic Lender
		
	 By:
	 	 /s/ Meggie Chichioco

	 Name:
	 	Meggie Chichioco
	 Title:
	 	Senior Vice President


  


					
		 		 	 Second Amendment to
 Safeway Credit Agreement











			
	WILLIAM STREET COMMITMENT
CORPORATION
	(Recourse only to assets of William Street
Commitment Corporation), as Domestic Lender
		
	 By:
	 	 /s/ Mark Walton

	 Name:
	 	Mark Walton
	 Title:
	 	Assistant Vice President


  


					
		 		 	 Second Amendment to
 Safeway Credit Agreement











			
	DEUTSCHE BANK AG, CANADA BRANCH,
	as Swing Line Lender and Canadian Lender
		
	By:	 	 /s/ Robert A. Johnston

	Name:	 	Robert A. Johnston
	Title:	 	Vice President
		
	By:	 	 /s/ Marcellus Leung

	Name:	 	Marcellus Leung
	Title:	 	Assistant Vice President


  


					
		 		 	 Second Amendment to
 Safeway Credit Agreement











			
	BANK OF AMERICA, N.A. (CANADA BRANCH),
	as Canadian Lender
		
	By:	 	 /s/ Medina Sales De Andrade

	Name:	 	Medina Sales De Andrade
	Title:	 	Vice President


  


					
		 		 	 Second Amendment to
 Safeway Credit Agreement











			
	JPMORGAN CHASE BANK, N.A., TORONTO BRANCH
	as Canadian Lender
		
	By:	 	 /s/ Drew McDonald

	Name:	 	Drew McDonald
	Title:	 	Executive Director


  


					
		 		 	 Second Amendment to
 Safeway Credit Agreement











			
	BANK OF MONTREAL,
	as Canadian Lender
		
	By:	 	 /s/ Joseph W. Linder

	Name:	 	Joseph W. Linder
	Title:	 	Vice President


  


					
		 		 	 Second Amendment to
 Safeway Credit Agreement











			
	 Canadian Imperial Bank of Commerce,

	as Canadian Lender
		
	By:	 	 /s/ Ian MacInnis

	Name:	 	Ian MacInnis, CMA
	Title:	 	Senior Director and Team Lender
		 	Authorized Signatory
		
	By:	 	 /s/ Brian Hierath

	Name:	 	Brian Hierath
	Title:	 	Director
		 	Authorized Signatory


  


					
		 		 	 Second Amendment to
 Safeway Credit Agreement











			
	Toronto Dominion Bank,
	as Canadian Lender
		
	By:	 	 /s/ Debbi L. Brito

	Name:	 	Debbi L. Brito
	Title:	 	Authorized Signatory
	
	Notice Address:
	Toronto Dominion Bank
	Royal Trust Tower
	77 King St. W., 18th Floor
	Toronto, Ontario M5K 1A2
	Telecopy 416-983-1708
	Attention: Tara Harripaul


  


					
		 		 	 Second Amendment to
 Safeway Credit Agreement