Safeway (SWY)

1.1 Certain Defined Terms.

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

“Acceptance” has the meaning assigned to that term in subsection 4.1.

“Acceptance Facility” means the bankers’ acceptance facility established under Section 4.

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“Acceptance Usage” means, as at any date, the sum (without duplication) of the aggregate Face Amount of all Acceptances created by Canadian Lenders pursuant to Section 4 which have not been repaid by Canada Safeway whether or not due and whether or not held by any Lender. For purposes of this definition, any Acceptance which has been prepaid in full shall not be deemed to be outstanding and all Acceptances shall be valued in Dollar Equivalents as of any date of determination.

“Act” has the meaning assigned to that term in subsection 13.22.

“Adjusted Eurodollar Rate” means, for any Interest Rate Determination Date with respect to an Interest Period for a Domestic Eurodollar Rate Loan or a Canadian/U.S. Eurodollar Rate Loan, the rate per annum obtained by dividing (i) (A) the rate per annum (rounded upward to the nearest 1/16 of one percent) that appears on the Moneyline Telerate page 3750 (or such other comparable page as may, in the opinion of Administrative Agent, replace such page for the purpose of displaying such rate) as the interbank offered rate for Dollar deposits with maturities comparable to such Interest Period as of approximately 11:00 a.m. (London time) on such Interest Rate Determination Date or (B) if such rate is not available at such time for any reason, the arithmetic average (rounded upward to the nearest 1/16 of one percent) of the offered quotation, if any, to first class banks in the interbank Eurodollar market by each of the Domestic Reference Banks for Dollar deposits of amounts in same day funds comparable to the principal amount of the Domestic Eurodollar Rate Loan of that Domestic Reference Bank for which the Adjusted Eurodollar Rate is then being determined with maturities comparable to such Interest Period as of approximately 11:00 A.M. (New York time) on such Interest Rate Determination Date by (ii) a percentage equal to 100% minus the stated maximum rate of all reserve requirements (including, any marginal, emergency, supplemental, special or other reserves) applicable on such Interest Rate Determination Date to any member bank of the Federal Reserve System in respect of “Eurocurrency liabilities” as defined in Regulation D (or any successor category of liabilities under Regulation D); provided that if any Domestic Reference Bank fails to provide Administrative Agent with its aforementioned quotation then the Adjusted Eurodollar Rate shall be determined based on the quotation(s) provided to Administrative Agent by the other Domestic Reference Bank(s).

“Administrative Agent” has the meaning assigned to that term in the introduction to this Agreement and also means and includes any successor Administrative Agent appointed pursuant to subsection 11.5A.

“Administrative Agent Fee Letter” means the letter agreement among Company and Administrative Agent dated May     , 2005.

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

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

“Affiliate,” as applied to any Person, means any other Person directly or indirectly controlling, controlled by, or under common control with, that Person. For the purposes of this definition, “control” (including, with correlative meanings, the terms “controlling”, “controlled by” and “under common control with”), as applied to any Person,

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means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of that Person, whether through the ownership of voting securities or by contract or otherwise.