Safeway (SWY)

“Pricing Margin” means, as of any date, the Pricing Margin set forth below that corresponds to the Pricing Level in effect on such date:

The Pricing Margin shall change as of the opening of business on any day that the Pricing Level changes pursuant to the definition of “Pricing Level.”

“Primary Agent” and “Primary Agents” means Deutsche Bank, in its capacity as Administrative Agent, Bank of America and JPMorgan, in their respective capacities as Co-Syndication Agents and BAS and JPMSI, in their respective capacities as Joint Lead Arrangers, and also means and includes any successor to Administrative Agent or Joint Lead Arrangers appointed pursuant to subsection 11.5A.

“Proceedings” has the meaning assigned to that term in subsection 8.1(viii).

“Quarterly Payment Date” means the last Business Day of March, June, September and December in each calendar year.

“Refunded Canadian Swing Line Loans,” has the meaning assigned to that term in subsection 2.1A(iii).

“Refunded Domestic Swing Line Loans” has the meaning assigned to that term in subsection 2.1A(iii).

“Register” has the meaning assigned to that term in subsection 2.1D.

“Regulation D” means Regulation D of the Board of Governors of the Federal Reserve System, as in effect from time to time.

“Reimbursement Date” has the meaning assigned to that term in subsection 3.3B.

“Related Parties” has the meaning assigned to that term in subsection 11.1.

“Release” means any release, spill, emission, leaking, pumping, pouring, injection, escaping, deposit, disposal, discharge, dispersal, dumping, leaching or migration of Hazardous Materials into the indoor or outdoor environment (including, without limitation, the abandonment or disposal of any barrels, containers or other closed receptacles containing any Hazardous Materials), including the movement of any Hazardous Material through the air, soil, surface water, groundwater or property.

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“Requisite Lenders” means Lenders having or holding more than 50% of the aggregate Domestic Loan Exposure and Canadian Loan Exposure of all Lenders; provided that the Domestic Loan Exposure and Canadian Loan Exposure of any Defaulting Lender shall be excluded for purposes of making a determination of Requisite Lenders.

“Schedule I Lender” means any Canadian Lender that is a bank referred to in Schedule I to the Bank Act (Canada), S.C. 1991, c.46, as amended.

“Schedule I Reference Banks” means CIBC and Bank of Montreal.

“Schedule II/Schedule III Lender” means any Canadian Lender that is not a Schedule I Lender.

“Schedule II/Schedule III Reference Banks” means Deutsche Bank Canada, Bank of America, N.A. (Canada Branch) and JPMorgan Chase Bank, N.A., Toronto Branch.

“SEC” means the Securities and Exchange Commission or any successor thereto.

“Securities Act” means the Securities Act of 1933, as amended from time to time, and any successor statute.

“Solvent” means, with respect to any Person, that as of the date of determination, (i) the then fair saleable value of the property of such Person is (a) greater than the total amount of liabilities (including reasonably anticipated liabilities with respect to contingent obligations) of such Person and (b) greater than the amount that will be required to pay the probable liabilities on such Person’s then existing debts as they become absolute and matured considering all financing alternatives and potential asset sales reasonably available to such Person, and (ii) such person has not incurred and does not intend to incur, or does not believe that it will incur, debts beyond its ability to pay such debts as they become due.

“S&P” means Standard & Poors Ratings Services, a division of The McGraw-Hill Companies, Inc.

“SPV” has the meaning assigned to that term in subsection 13.1.

“Standby Letter of Credit” means any standby letter of credit or similar instrument issued for the purpose of supporting (i) Indebtedness incurred by any joint venture to which Company or any of its Subsidiaries is a party for working capital and general business purposes, (ii) obligations of Company or any of its Subsidiaries with respect to capital calls or similar requirements in respect of joint ventures to which Company or such Subsidiary is a party, (iii) workers’ compensation liabilities and directors and officers insurance of Company or any of its Subsidiaries, (iv) the obligations of third party insurers of Company or any of its Subsidiaries arising by virtue of the laws of any jurisdiction requiring third party insurers, (v) Indebtedness of Company or any of its Subsidiaries or Casa Ley in respect of industrial revenue or development bonds or financings, (vi) obligations with respect to capital or operating leases, (vii) performance, payment, deposit or surety obligations of Company or any of its Subsidiaries, in any case if required by law or governmental rule or regulation or in accordance with custom

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and practice in the industry, (viii) the performance of obligations of Company and its Subsidiaries incurred in connection with the sale of any asset of Company or any of its Subsidiaries, (ix) the payment of trade payables of Company or any of its Subsidiaries which payables are incurred on terms customary in the industry, (x) indebtedness (other than Subordinated Indebtedness) which was previously secured in whole or in part by assets which were but are no longer owned by Company and its Subsidiaries, (xi) the obligations of Company or any of its Subsidiaries with respect to any judgments that are stayed pending appeal (including, any appeal bonds or other security required to obtain a stay pending appeal), or (xii) other obligations approved by the applicable Issuing Lender and Administrative Agent, in their reasonable discretion.

“Subordinated Indebtedness” means (i) the Indebtedness of Company evidenced by the Subordinated Securities and (ii) any other Indebtedness of Company subordinated in right of payment to the Obligations.

“Subordinated Securities” means Company’s 9.875% Senior Subordinated Debentures due 2007.

“Subsidiary” means, with respect to any Person, any corporation, partnership, association, joint venture or other business entity of which more than 50% of the total voting power of shares of capital stock or other ownership interests entitled (without regard to the occurrence of any contingency) to vote in the election of the Person or Persons (whether directors, managers, trustees or other Persons performing similar functions) having the power to direct or cause the direction of the management and policies thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person or a combination thereof.

“Subsidiary Borrower Guaranty” means the guaranty by Company of the Subsidiary Borrower Obligations set forth in Section 12.

“Subsidiary Borrower Obligations” has the meaning assigned to that term in Section 12.

“Swing Line Lenders” means, in respect of the Domestic Swing Line Loans, Bank of America, JPMorgan, Deutsche Bank or any Lender succeeding such Lender as a Swing Line Lender, and in respect of the Canadian Swing Line Loans, Deutsche Bank Canada, and also means and includes any successor Swing Line Lender appointed pursuant to subsection 11.5B.

“Swing Line Loans” means any Domestic Swing Line Loans, any Canadian Swing Lines Loans or any combination thereof.

“Tax” or “Taxes” means any present or future tax, levy, impost, duty, charge, fee, assessment, deduction, withholding or other similar charges of any nature imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.