Safeway (SWY)

2.3 Fees.

A. Facility Fees. Company agrees to pay to Administrative Agent, for distribution to each Domestic Lender in proportion to that Lender’s Domestic Pro Rata Share, facility fees for the period from and including the Closing Date to and excluding the Termination Date equal to the average of the daily Domestic Commitments during each fiscal quarter of Company multiplied by the Facility Fee Percentage, as in effect from time to time. Canada Safeway agrees to pay to Administrative Agent, for distribution to each Canadian Lender (excluding any U.S. Affiliate) in proportion to that Lender’s Canadian Pro Rata Share, facility fees for the period from and including Closing Date to and excluding the Termination Date equal to the average of the daily Canadian Commitments during each fiscal quarter of Company multiplied by the Facility Fee Percentage, as in effect from time to time. In the event any Domestic Loans or Canadian Loans remain outstanding beyond the Termination Date, the facility fees described in this subsection 2.3A shall continue to accrue on such Loans and be due and payable as described in this subsection 2.3A. All such facility fees described in this subsection 2.3A are to be calculated on the basis of a 360-day year and the actual number of days elapsed and to be payable quarterly in arrears on each Quarterly Payment Date, commencing on the first such date to occur after the Closing Date, and on the Termination Date.

Notwithstanding the foregoing, if Company fails to deliver a Pricing Level Determination Certificate when due in accordance with the provisions of subsection 8.1(iv) or delivers an incorrect Pricing Level Determination Certificate, and as the result thereof, the amount of facility fees paid by Company for any period is less than it would have been if a correct Pricing Level Determination Certificate had been timely delivered in accordance with the provisions of subsection 8.1(iv), the amount of facility fees payable on the next Quarterly Payment Date following the delivery of a correct Pricing Level Determination Certificate (or the

47

Termination Date, if no Quarterly Payment Date will occur prior thereto) shall be increased by any additional amount of facility fees that would have accrued during such period if the Pricing Level had been correctly and timely determined.

B. Other Fees. Company agrees to pay such other fees in the amounts and at the times as may be separately agreed upon by Company in connection with this Agreement.

C. Utilization Fee. Company shall pay to the Agent for distribution to each Lender as provided herein, a utilization fee based on the actual Aggregate Total Utilization with respect to each day on which Aggregate Total Utilization outstanding exceeds 50% of the Aggregate Commitments. The amount of the utilization fee will equal 0.10% per annum of the Aggregate Total Utilization during each day the Aggregate Total Utilization exceeds 50% of the Aggregate Commitments. The utilization fee shall be payable to each Lender in proportion to such Lender’s Aggregate Pro Rata Share. All such utilization fees described in this subsection 2.3C are to be payable quarterly in arrears on each Quarterly Payment Date and on the Termination Date.