Safeway (SWY)

“Termination Date” means June 1, 2010.

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“Total Utilization of Canadian Commitments” means, (i) as to Canadian Lenders at any date, the sum of (a) the aggregate principal amount of all outstanding Canadian Loans, with all Canadian Loans denominated in Canadian Dollars valued in Dollar Equivalents, plus (b) the aggregate Acceptance Usage in respect to the Canadian Commitments; or (ii) as to any Canadian Lender at any date of determination, the sum of (x) the aggregate principal amount of all outstanding Canadian Loans (other than Canadian Swing Line Loans) made by such Lender (and its U.S. Affiliate) with all such Loans denominated in Canadian Dollars valued in Dollar Equivalents plus (y) the Acceptance Usage of such Lender in respect to the Canadian Commitments, plus (z) the aggregate principal amount of such Lender’s participations (if any) in Canadian Swing Line Loans with all such Loans denominated in Canadian Dollars valued in Dollar Equivalents. Unless the context otherwise requires, Total Utilization of Canadian Commitments shall be calculated in accordance with clause (i) above.

“Total Utilization of Domestic Commitments” means, (i) as to Domestic Lenders at any date, the sum of (a) the aggregate principal amount of all outstanding Domestic Loans plus (b) the Letter of Credit Usage or (ii) as to any Domestic Lender at any date of determination, the sum of (x) the aggregate principal amount of all outstanding Domestic Loans (other than Domestic Swing Line Loans and Negotiated Rate Loans) made by such Lender plus (y) the Letter of Credit Usage of such Lender plus (z) the aggregate principal amount of such Lender’s participations (if any) in Domestic Swing Line Loans. Unless the context otherwise requires, Total Utilization of Domestic Commitments shall be calculated in accordance with clause (i) above.

“Triggering Event” has the meaning assigned to that term in subsection 13.23.

“Unrestricted Subsidiary” means any Subsidiary designated by Company as an Unrestricted Subsidiary in accordance with the provisions of subsection 9.6.

“U.S. Affiliate” means, with respect to any Canadian Lender any payment to which, with respect to Canadian/U.S. Loans, would be subject to U.S. withholding tax if it were to directly fund such Canadian/U.S. Loans pursuant to subsection 2.1A(ii), the Affiliate of such Canadian Lender that is resident in the United States of America for U.S. withholding tax purposes to which such Canadian Lender shall have assigned its obligation to fund Canadian/U.S. Loans in accordance with the provisions of subsections 2.1A(ii) and subsection 13.1.

“U.S. Bank” has the meaning assigned to that term in the introduction to this Agreement.