FLOATING RATE NOTES DUE 2013 UNDERWRITING AGREEMENTUnderwriting Agreement • June 15th, 2012 • Safeway Inc • Retail-grocery stores • New York
Safeway Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several Underwriters named in Schedule I hereto (the “Underwriters”), for whom Barclays Capital Inc. and U.S. Bancorp Investments, Inc. are acting as representatives (together, the “Representatives”), $250,000,000 in aggregate principal amount of its Floating Rate Notes due 2013 (the “Securities”) to be issued pursuant to the provisions of an Indenture dated as of September 10, 1997 (the “Indenture”) between the Company and The Bank of New York Mellon Trust Company, N.A., formerly known as The Bank of New York Trust Company, N.A., as successor in interest to The Bank of New York, as Trustee (the “Trustee”).
ContractGlobal Security Agreement • June 15th, 2012 • Safeway Inc • Retail-grocery stores • New York
THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (THE “DEPOSITARY”), OR A NOMINEE THEREOF. THIS SECURITY IS EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY, BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.
