Exhibit 4.3
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.
UNLESS THIS CERTIFICATE IS
PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY TO THE
COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR
PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF
CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY (AND ANY PAYMENT IS
MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY), ANY TRANSFER,
PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY
PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF,
CEDE & CO., HAS AN INTEREST HEREIN.
SAFEWAY INC.
5.000% Note Due 2019
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No. AA-1
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$500,000,000
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CUSIP No. 786514BR9
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SAFEWAY INC., a Delaware corporation
(the “Company,” which term includes any successor
corporation under the Indenture hereinafter referred to), for value
received promises to pay to
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CEDE &
CO.
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, or registered assigns,
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the principal
sum of
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FIVE HUNDRED
MILLION
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DOLLARS
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on August 15, 2019, and to pay
interest thereon from August 7, 2009, or the most recent
interest payment date to which interest has been paid or provided
for, as the case may be, payable on February 15 and
August 15 (each, an “Interest Payment Date”),
beginning February 15, 2010, at the rate of 5.000% per
annum, until the principal hereof is paid or made available for
payment, and (to the extent that the payment of such interest is
permitted by law) to pay interest at the rate per annum borne by
this Security on any overdue principal and on any overdue
installment of interest until paid. If any Interest Payment Date
falls on a date that is not a Business Day, interest will be paid
on the next succeeding Business Day. The interest so payable and
punctually paid or duly provided for on any Interest Payment Date
will, except as otherwise provided in the Indenture, be paid to the
person in whose name this Security (or one or more predecessor
Securities) is registered at the close of business on the regular
record date for such interest, which shall be the February 1
and August 1, respectively (whether or not a Business Day),
immediately preceding such Interest Payment Date. Any such interest
not so punctually paid or duly provided for will forthwith cease to
be payable to the Holder on such regular record date and may either
be paid to the person in whose name this Security (or one or more
predecessor Securities) is registered
at the close of business on a special record
date for the payment of such defaulted interest to be fixed by the
Company, notice whereof shall be given to the Trustee and the
Holders not less than 10 days prior to such special record
date, or be paid at any time in any other lawful manner. Interest
on the Securities shall be computed on the basis of a 360-day year
of twelve 30-day months.
Principal of and interest on the
Securities will be payable in such coin or currency of the United
States of America as at the time of payment is legal tender for
payment of public and private debts. The transfer of the Securities
will be registrable, the Securities may be presented for exchange,
and notices and demands to or upon the Company in respect of this
Security and the Indenture may be served, at the office or agency
of the Company maintained for such purpose (which initially will be
The Bank of New York Mellon Trust Company, N.A. at 700 South Flower
Street, Suite 500, Los Angeles, CA 90017, Attention: Corporate
Trust Administration); provided that, unless all of the outstanding
Securities are Global Securities, the Company will at all times
maintain an office or agency for such purposes in Los Angeles,
California; and provided, further, that, except as provided in the
next sentence, payment of interest may, at the option of the
Company, be made by check mailed to the address of the person
entitled thereto. If this Security is a Global Security, the
interest payable on this Security will be paid to Cede &
Co., the nominee of the Depositary, or its registered assigns as
the registered owner of this Security, by wire transfer of
immediately available funds on each of the applicable Interest
Payment Dates.
Reference is hereby made to the
further provisions of this Security which further provisions shall
for all purposes have the same effect as if set forth at this
place.
Unless the certificate of
authentication hereon has been executed by the Trustee by manual
signature, this Security shall not be entitled to any benefit under
the Indenture or be valid or obligatory for any purpose.
IN WITNESS WHEREOF, the Company has
caused this Security to be signed manually or by facsimile by its
duly authorized officers.
Date: August 7, 2009
SAFEWAY INC.
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BY
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BY
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Bradley S.
Fox
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Robert A.
Gordon
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Vice President
and Treasurer
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Senior Vice
President, Secretary and Counsel
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TRUSTEE’S
CERTIFICATE
OF AUTHENTICATION
This is one of the 5.000% Notes Due
2019
described in the
within-mentioned Indenture.
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THE BANK OF
NEW YORK MELLON TRUST COMPANY, N.A.
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BY
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AUTHORIZED
SIGNATORY
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SAFEWAY INC.
5.000% Note Due 2019
This Security is one of a duly
authorized series of securities of the Company issued and to be
issued under an Indenture, dated as of September 10, 1997, as
amended, modified or supplemented from time to time (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 to The Bank of New York, as
Trustee (the “Trustee”, which term includes any
successor trustee under the Indenture), to which Indenture and all
indentures supplemental thereto reference is hereby made for a
statement of the respective rights, limitations of rights, duties
and immunities thereunder of the Company, the Trustee and the
Holders of the Securities, and of the terms upon which the
Securities are, and are to be, authenticated and delivered. This
Security is one of the series designated on the face hereof,
originally issued in $500,000,000 aggregate principal amount,
subject to increase in accordance with the Indenture (herein called
the “Securities”). All terms used but not defined in
this Security shall have the meanings assigned to them in the
Indenture.
No reference herein to the Indenture
and no provision of this Security or of the Indenture shall alter
or impair the obligation of the Company, which is absolute and
unconditio