Safeway (SWY)

A. Prepayments and Reductions in Commitments.

(i) Voluntary Prepayments. Each Borrower may, upon written or telephonic notice delivered to Administrative Agent not later than 12:00 noon (New York time) on any prepayment date, prepay the Swing Line Loans in whole or in part in an aggregate minimum amount of U.S./Cdn.$1,000,000 and integral multiples of U.S./Cdn.$500,000 in excess thereof. Each Borrower may upon not less than one Business Day’s prior written or telephonic notice, in the case of Floating Rate Loans, and three Business Days’ prior written or telephonic notice, in the case of Fixed Rate Loans, in each case given to Administrative Agent by 12:00 noon (New York time) on the date required and, if given by telephone, promptly confirmed in writing to Administrative Agent (which original written or telephonic notice Administrative Agent will promptly transmit by telecopy or telephone to each Lender), at any time and from time to time prepay any Loans on any Business Day in whole or in part in an aggregate minimum amount of (a) U.S.$50,000,000 and integral multiples of U.S.$10,000,000 in excess of that amount, in the case of Domestic Loans, or (b) U.S./Cdn.$10,000,000 and integral multiples of U.S./Cdn.$1,000,000 in excess of that amount, in the case of Canadian Loans; provided, however, that a Fixed Rate Loan may only be prepaid prior to the expiration of the Interest Period applicable thereto upon the applicable Borrower’s payment of any amounts that may, as a result of such prepayment, be due and payable to Lenders pursuant to subsection 2.6D. Any Negotiated Rate Loan may be prepaid only upon such terms and conditions as are agreed to by the Lender funding such Negotiated Rate Loan. Notice of prepayment having been given as aforesaid, the principal amount of the Loans specified in such notice shall become due and payable on the prepayment date specified therein. Any such voluntary prepayment shall be applied as specified in subsection 2.4A(iv).

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(ii) Voluntary Reductions of Commitments. Company may, upon not less than three Business Days’ prior written or telephonic notice confirmed in writing to Administrative Agent (which original written or telephonic notice Administrative Agent will promptly transmit by telecopy or telephone to each Domestic Lender or Canadian Lender, as the case may be), at any time and from time to time terminate in whole or permanently reduce in part, without premium or penalty, the Domestic Commitments or the Canadian Commitments in an amount up to the amount by which the Domestic Commitments exceed the Total Utilization of Domestic Commitments or the Canadian Commitments exceed the Total Utilization of Canadian Commitments, respectively, at the time of such proposed termination or reduction; provided that any such partial reduction of the Domestic Commitments shall be in an aggregate minimum amount of U.S. $50,000,000 and integral multiples of U.S.$10,000,000 in excess of that amount and any such partial reduction of the Canadian Commitments shall be in an aggregate minimum amount of U.S.$10,000,000 and integral multiples of U.S.$1,000,000 in excess of that amount. Company’s notice to Administrative Agent shall designate the date (which shall be a Business Day) of such termination or reduction and the amount of any partial reduction, and such termination or reduction of the Domestic Commitments or Canadian Commitments shall be effective on the date specified in Company’s notice and shall reduce the Domestic Commitment of each Domestic Lender or Canadian Commitment of each Canadian Lender, as applicable, proportionately to its Domestic Pro Rata Share or Canadian Pro Rata Share, respectively.

(iii) Mandatory Prepayments. Borrowers shall from time to time prepay their respective Loans (and in the case of Canada Safeway, after repayment of its outstanding Loans, its outstanding Acceptances) to the extent necessary (1) so that the Total Utilization of Domestic Commitments shall not at any time exceed the Domestic Commitments and (2) so that the Total Utilization of Canadian Commitments shall not at any time exceed the Canadian Commitments; provided that if the Total Utilization of Canadian Commitments at any time exceeds the Canadian Commitments solely as a result of a change in the relative exchange rate for Dollars and Canadian Dollars, Canada Safeway shall within five Business Days of such change in such exchange rate prepay Canadian Loans or, to the extent no Canadian Loans are outstanding, Acceptances in an amount necessary so that the Total Utilization of Canadian Commitments is equal to or less than the Canadian Commitments. Any mandatory prepayments pursuant to this subsection 2.4A(iii) shall be applied as specified in subsection 2.4A(iv).

(iv) Application of Prepayments to Swing Line Loans, Floating Rate Loans and Fixed Rate Loans. Any prepayment by Company of Domestic Loans shall be applied first to Domestic Swing Line Loans of Company to the full extent thereof, second to Domestic Base Rate Loans of Company to the full extent thereof and third to Domestic Eurodollar Rate Loans of Company, in each case in a manner which minimizes the amount of any payments required to be made by Company pursuant to subsection 2.6D. Any prepayment by Company of Canadian/U.S. Loans shall be applied first to Canadian/U.S. Base Rate Loans to the full extent thereof and second to Canadian/U.S. Eurodollar Rate Loans, in each case in a manner which minimizes the amount of any payments required to be made by Company pursuant to subsection 2.6D. Any

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prepayment in any currency (whether Dollars or Canadian Dollars) by Canada Safeway of Canadian Loans shall be applied first to Canadian Swing Line Loans denominated in such currency to the full extent thereof, second to Floating Rate Loans of Canada Safeway denominated in such currency to the full extent thereof and third to Fixed Rate Loans of Canada Safeway denominated in such currency, in each case in a manner which minimizes the amount of any payments required to be made by Canada Safeway pursuant to subsection 2.6D. The applicable Borrower shall, upon making any prepayment, specify whether such prepayment is to be applied to Domestic Loans or Canadian Loans, as applicable.

(v) Prepayments to Remove a Lender. In the event Company is entitled to replace a non-consenting Lender pursuant to subsection 13.6B, each Borrower shall have the right, upon five Business Days’ prior written notice to Administrative Agent (which notice Administrative Agent shall promptly transmit to each of the Lenders), to prepay all Loans, together with accrued and unpaid interest, fees and other amounts owing to such Lender (including the U.S. Affiliate of such Lender, if any) in accordance with subsection 13.6B so long as and subject to subsection 2.4A(vii) (1) all Commitments of such Lender (including the U.S. Affiliate of such Lender, if any) are terminated concurrently with such prepayment pursuant to subsection 2.4A(vi) (at which time Schedule 2.1 shall be deemed modified to reflect the changed Commitments), and (2) the consents required by subsection 13.6B in connection with the prepayment pursuant to this subsection 2.4A(v) shall have been obtained, and at such time, such Lender (including the U.S. Affiliate of such Lender, if any) shall no longer constitute a “Lender” for purposes of this Agreement, except with respect to indemnifications under this Agreement (including, without limitation, subsections 2.6D, 3.5A, 13.2 and 13.3), which shall survive as to such Lender (including the U.S. Affiliate of such Lender, if any).

(vi) Reductions of Commitments to Remove a Lender. In the event Company is entitled to replace a non-consenting Lender pursuant to subsection 13.6B, each Borrower shall have the right, upon five Business Days’ prior written notice to Administrative Agent (which notice Administrative Agent shall promptly transmit to each of the Lenders), to terminate the entire Commitment of such Lender (including the U.S. Affiliate of such Lender, if any), so long as (1) all Loans, together with accrued and unpaid interest, fees and other amounts owing to such Lender (including the U.S. Affiliate of such Lender, if any) are repaid, including without limitation amounts owing to such Lender (including the U.S. Affiliate of such Lender, if any) pursuant to subsection 2.6D, pursuant to subsection 2.4A(v) concurrently with the effectiveness of such termination (at which time Schedule 2.1 shall be deemed modified to reflect the changed Commitments) and (2) the consents required by subsection 13.6B in connection with the prepayment pursuant to subsection 2.4A(v) shall have been obtained, and at such time, such Lender (including the U.S. Affiliate of such Lender, if any) shall no longer constitute a “Lender” for purposes of this Agreement, except with respect to indemnifications under this Agreement (including, without limitation, subsections 2.6D, 3.5A, 13.2 and 13.3), which shall survive as to such Lender (including the U.S. Affiliate of such Lender, if any).

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(vii) Replacement of Outstanding Letters of Credit and Prepayment of Acceptances. If the Lender being replaced or terminated as contemplated by subsection 2.4A(v) or 2.4A(vi) (1) is an Issuing Lender which has agreed to issue any Letter of Credit (but has not yet issued such Letter of Credit), such agreement shall be automatically terminated without any further act of the parties hereto, (2) is a Lender which has agreed to create any Acceptances (but such Acceptances are not yet outstanding), such agreement shall be automatically terminated without any further act of the parties and (3) is an Issuing Lender that has issued any Letter of Credit and such Letter of Credit is still outstanding or any amounts drawn under such Letter of Credit have not been reimbursed by Company pursuant to subsection 3.3B, or such Lender has created any Acceptances which are outstanding, then the replacement or termination of such Lender shall not take effect until (y) in the case of an Issuing Lender, any Letters of Credit issued by such Lender shall have been returned to such Issuing Lender and such Issuing Lender shall have been reimbursed in full for all amounts drawn under such Letters of Credit pursuant to subsection 3.3B and (z) in the case of a Lender which has created any Acceptances, such Lender shall have been paid in full for all sums due or to become due pursuant to such Acceptances.