Safeway (SWY)

6.1 Conditions to Closing.

The obligations of Lenders to extend any credit hereunder on the Closing Date are, in addition to the conditions precedent specified in subsection 6.2, subject to prior or concurrent satisfaction of the following conditions:

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

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

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

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

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

(v) Executed originals of the Loan Documents to which such Person is a party; and

(vi) Such other documents as any Primary Agent may reasonably request.

B. Opinions of Company’s Counsel. On or before the Closing Date, Company shall deliver or cause to be delivered to Lenders (or to Administrative Agent for Lenders with sufficient copies for each Lender) (i) originally executed copies of one or more favorable written opinions of Latham & Watkins LLP, special counsel for Company, Robert A. Gordon, Esq., Senior Vice President and General Counsel, Parlee McLaws LLP, counsel for Canada Safeway, and M. Bruce Bowman, Esq., General Counsel for Canada Safeway, each in form and substance reasonably satisfactory to Joint Lead Arrangers, Administrative Agent and their counsel, dated as of the Closing Date and setting forth substantially the matters in the opinions designated in Exhibits VI-A, VI-B, VI-C, and VI-D annexed hereto and as to such other matters as Joint Lead Arrangers and Administrative Agent acting on behalf of Lenders may reasonably request and (ii) evidence satisfactory to Joint Lead Arrangers and Administrative Agent that Company has requested such counsel to deliver such opinions to Lenders.

C. Opinions of Joint Lead Arrangers’ and Administrative Agent Counsel. Lenders (or Administrative Agent for Lenders with sufficient copies for each Lender) shall have received originally executed copies of one or more favorable written opinions of O’Melveny & Myers LLP, counsel to Joint Lead Arrangers and Administrative Agent, dated as of the Closing Date, substantially in the form of Exhibit VII annexed hereto and as to such other matters as Joint Lead Arrangers and Administrative Agent acting on behalf of Lenders may reasonably request.

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

E. Repayment of Obligations under Existing Credit Agreement. On or before the Closing Date, Borrowers shall have paid in full all amounts outstanding under the Existing Credit Agreement and shall have terminated all commitments of the lenders thereunder (except with respect to the Existing Company Letters of Credit and Existing Acceptances issued pursuant to the Existing Credit Agreement, which shall remain issued notwithstanding the termination of all commitments thereunder). Without affecting the terms of the Existing Credit Agreement which expressly survive the termination of the Existing Credit Agreement each Lender party to the Existing Credit Agreement hereby waives any requirement of advance notice of termination required under the Existing Credit Agreement and hereby agrees that the Existing Credit Agreement and the commitments thereunder shall terminate simultaneously with or before the satisfaction by Borrowers of the conditions to closing set forth in this subsection 6.1.

F. No Material Adverse Effect. Since January 1, 2005, no event shall have occurred, and no condition shall have developed and persist, that could, in the reasonable opinion

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of Requisite Lenders have a Material Adverse Effect other than as disclosed to Lenders in Company’s public filings with the SEC prior to the date hereof.

G. Representations and Warranties. Each Borrower shall have delivered to Administrative Agent an Officers’ Certificate, in form and substance satisfactory to Joint Lead Arrangers and Administrative Agent, to the effect that the representations and warranties of such Borrower in Section 7 hereof are true, correct and complete in all material respects on and as of the Closing Date to the same extent as though made on and as of that date.

H. No Disruption of Financial Markets. From April 29, 2005 to the Closing Date, there shall have occurred no disruption or adverse change in the financial or capital markets which either Joint Lead Arranger, in its reasonable discretion, deems material.

I. Existing Company Letters of Credit. All accrued and outstanding fees as of the Closing Date with respect to the Existing Company Letters of Credit shall have been paid to the applicable Lender to which such fees are payable pursuant to the terms governing such Existing Company Letters of Credit prior to the Closing Date.

J. Completion of Proceedings. All corporate and other proceedings taken or to be taken in connection with the transactions contemplated hereby and all documents incidental thereto not previously found acceptable by each Primary Agent, acting on behalf of Lenders, and their counsel shall be reasonably satisfactory in form and substance to each Primary Agent and such counsel, and each Primary Agent and such counsel shall have received all such counterpart originals or certified copies of such documents as such Primary Agent may reasonably request.