Safeway (SWY)

9.4 Transactions with Shareholders and Affiliates.

Each Borrower shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, enter into or permit to exist any transaction (including, without limitation, the purchase, sale, lease or exchange of any property or the rendering of any service) with any holder of 5% or more of any class of Company’s Common Stock or with any Affiliate of Company or of any such holder, on terms that are less favorable to Company or that Subsidiary, as the case may be, than those that might be obtained at the time from Persons who are not such a holder or Affiliate; provided that the foregoing restriction shall not apply to (i) any transaction between Company and any of its Wholly-Owned Subsidiaries (other than Unrestricted Subsidiaries) or between any of Company’s Wholly-Owned Subsidiaries and any other such Wholly-Owned Subsidiary (other than an Unrestricted Subsidiary); (ii) reasonable and customary fees paid to members of the Boards of Directors of Company and its Subsidiaries; (iii) except as restricted by clause (i), transactions by Unrestricted Subsidiaries; (iv) transactions approved by a majority of the disinterested directors of Company’s or the applicable Subsidiary’s, as the case may be, board of directors; (v) purchases from, sales of goods to, rendering of services to or from, and other transactions with, GroceryWorks Holdings, Inc. on terms not materially less favorable to Company and its Subsidiaries than generally available to Company and its Subsidiaries; and (vi) transactions with banks relating to cash or automated teller machines and cash advance services; and (vii) loans to officers of Borrowers for business or personal purposes in an aggregate outstanding principal amount not exceeding $20,000,000 at any time and otherwise in compliance with the U.S. Sarbanes-Oxley Act of 2002.

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