Safeway (SWY)

2.7 Increase in Commitments.

A. Request for Increase. Provided no Event of Default has occurred and is continuing, upon written notice to Administrative Agent (which shall promptly notify Lenders), Company may from time to time request an increase in the Domestic Commitments or the Canadian Commitments by an amount (for all such requests in the aggregate) not exceeding $500,000,000; provided that any such request for an increase shall be in a minimum amount of $50,000,000.

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B. Increase in Commitments; Additional Lenders. Concurrently with any request by Company for an increase in Commitments pursuant to this subsection 2.7, Company shall notify Administrative Agent of each Lender that has agreed to increase its Commitment and the amount of each such agreed increase. Company and such Lender shall execute and deliver to Administrative Agent an assumption agreement in form and substance satisfactory to Administrative Agent and its counsel to evidence the increase in its Commitment. To achieve the full amount of a requested increase in Commitments Company may also invite additional Eligible Assignees to become Lenders pursuant to a joinder agreement in form and substance satisfactory to Administrative Agent and its counsel, provided that Administrative Agent, each Joint Lead Arranger, each affected Issuing Lender and each affected Swing Line Lender shall have consented to any such Eligible Assignee becoming a Lender (such consents not to be unreasonably withheld). Company shall have no right to increase Commitments pursuant to this subsection 2.7 except to the extent Company obtains the agreement of one or more Lenders and/or Eligible Assignees (and, in the case of any such Eligible Assignee, any requisite consents) to accept such increase in Commitments.

C. Effective Date and Allocations. If the Commitments are increased in accordance with this subsection 2.7, Joint Lead Arrangers and Company shall determine the effective date (each, an “Increase Effective Date”) and the final allocation of such increase in Commitments. Joint Lead Arrangers shall promptly notify Company, Administrative Agent and the Lenders (and any designated Eligible Assignees) of the final allocation of such increase and the applicable Increase Effective Date.

D. Conditions to Effectiveness of Increase. As a condition precedent to each such increase in Commitments, Company shall deliver to Administrative Agent an Officer’s Certificate of Company dated as of the applicable Increase Effective Date (i) certifying and attaching the resolutions adopted by Company approving or consenting to such increase in Commitments, and (ii) certifying that, before and after giving effect to such increase in Commitments:

(i) the representations and warranties contained herein and in the other Loan Documents are true, correct and complete in all material respects on and as of the applicable Increase Effective Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties are true, correct and complete in all material respects on and as of such earlier date and

(ii) no event has occurred and is continuing that would constitute an Event of Default or a Potential Event of Default.

Company shall either (1) prepay any Loans outstanding on the applicable Increase Effective Date or (2) submit a Notice of Borrowing requesting Loans as of the applicable Increase Effective Date (which Loans shall be funded solely by the Lenders that have increased their respective Commitments as of such Increase Effective Date), in each case solely to the extent necessary to keep the outstanding Loans ratable with any revised Aggregate Pro Rata Shares arising from any

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nonratable increase in the Commitments under this subsection 2.7. This Section 2.7 shall supersede any provisions in subsection 13.6 to the contrary.