Exhibit 10.28
[5-Year Agreement]                                                EXECUTION COPY

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                                CREDIT AGREEMENT

                           Dated as of March 22, 2000

                                      among

                               ALBERTSON'S, INC.,

                              BANK OF AMERICA, N.A.

                            as Administrative Agent,

                               WACHOVIA BANK, N.A.

                              as Syndication Agent,

                                  BANK ONE, NA,

                             as Documentation Agent,

                           FIRST UNION NATIONAL BANK,
                         UNION BANK OF CALIFORNIA, N.A.,
                       U.S. BANK NATIONAL ASSOCIATION, and
                             WELLS FARGO BANK, N.A.,

                           as Senior Managing Agents,

                          FIRST SECURITY BANK, N.A. and
                           THE NORTHERN TRUST COMPANY,

                                as Managing Agent

                                       and

                  THE OTHER FINANCIAL INSTITUTIONS PARTY HERETO

                                   Arranged by


                         Banc of America Securities LLC,

                               Sole Lead Arranger
                              and Sole Book Manager

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                                TABLE OF CONTENTS

Section                                                                     Page

ARTICLE I DEFINITIONS 1

1.01       Certain Defined Terms...............................................1
1.02       Other Interpretive Provisions......................................14
1.03       Accounting Principles..............................................15

ARTICLE II THE CREDITS........................................................16

2.01       Amounts and Terms of Commitments...................................16
2.02       Loan Accounts......................................................16
2.03       Procedure for Committed Borrowing..................................16
2.04       Conversion and Continuation Elections for Committed Borrowings.....17
2.05       Bid Borrowings.....................................................19
2.06       Procedure for Bid Borrowings.......................................19
2.07       Swingline Loans....................................................22
2.08       Voluntary Termination or Reduction of Commitments..................24
2.09       Optional Prepayments...............................................25
2.10       Repayment..........................................................25
2.11       Interest...........................................................26
2.12       Fees...............................................................27
2.13       Computation of Fees and Interest...................................27
2.14       Payments by the Company............................................28
2.15       Payments by the Banks to the Agent.................................28
2.16       Sharing of Payments, Etc...........................................29
2.17       Revolving Termination Date Extensions..............................30
2.18       Optional Increase in Commitments...................................30

ARTICLE III TAXES, YIELD PROTECTION AND ILLEGALITY............................32

3.01       Taxes..............................................................32
3.02       Illegality.........................................................34
3.03       Increased Costs and Reduction of Return............................34
3.04       Funding Losses.....................................................35
3.05       Inability to Determine Rates.......................................36
3.06       Certificates of Banks and Designated Bidders.......................37
3.07       Base Rate Committed Loans Substituted for Affected Offshore Rate
           Committed Loans....................................................37
3.08       Reserves on Offshore Rate Committed Loans..........................37
3.09       Substitution of Banks..............................................37
3.10       Survival...........................................................38

ARTICLE IV CONDITIONS PRECEDENT...............................................38

4.01       Conditions of Initial Loans........................................38
4.02       Conditions to All Borrowings.......................................40

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ARTICLE V REPRESENTATIONS AND WARRANTIES......................................40

5.01       Corporate Existence and Power......................................40
5.02       Subsidiaries.......................................................41
5.03       Corporate and Governmental Authorization; No Contravention.........41
5.04       Binding Effect.....................................................41
5.05       Litigation.........................................................41
5.06       ERISA Compliance...................................................41
5.07       Use of Proceeds; Margin Regulations................................41
5.08       Title to Properties; Liens.........................................41
5.09       Taxes..............................................................41
5.10       Financial Information..............................................42
5.11       Environmental Matters..............................................42
5.12       Regulated Entities.................................................42
5.13       Insurance..........................................................42
5.14       Full Disclosure....................................................43
5.15       Year 2000..........................................................43

ARTICLE VI AFFIRMATIVE COVENANTS..............................................43

6.01       Information........................................................43
6.02       Conduct of Business and Maintenance of Existence...................45
6.03       Maintenance of Property............................................45
6.04       Insurance..........................................................45
6.05       Payment of Obligations.............................................45
6.06       Compliance with Laws...............................................45
6.07       Inspection of Property, Books and Records..........................45
6.08       Use of Proceeds....................................................46
6.09       Further Assurances.................................................46

ARTICLE VII NEGATIVE COVENANTS................................................46

7.01       Limitation on Liens................................................46
7.02       Disposition of Assets..............................................47
7.03       Limitation on Subsidiary Indebtedness and Swap Contracts...........48
7.04       Use of Proceeds....................................................48
7.05       Minimum Consolidated Tangible Net Worth............................49

ARTICLE VIII EVENTS OF DEFAULT................................................49

8.01       Event of Default...................................................49
8.02       Remedies...........................................................51
8.03       Rights Not Exclusive...............................................51

ARTICLE IX THE AGENT  51

9.01       Appointment and Authorization; "Agent."............................51
9.02       Delegation of Duties...............................................52
9.03       Liability of Agent.................................................52
9.04       Reliance by Agent..................................................52


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9.05       Notice of Default..................................................53
9.06       Credit Decision....................................................53
9.07       Indemnification of Agent...........................................53
9.08       Agent in Individual Capacity.......................................54
9.09       Successor Agent....................................................54
9.10       Withholding Tax....................................................54
9.11       Co-Agents..........................................................56

ARTICLE X MISCELLANEOUS.......................................................56

10.01      Amendments and Waivers.............................................56
10.02      Notices............................................................57
10.03      No Waiver; Cumulative Remedies.....................................57
10.04      Costs and Expenses.................................................57
10.05      Company Indemnification............................................58
10.06      Payments Set Aside.................................................58
10.07      Binding Effect; Successors and Assigns.............................58
10.08      Assignments, Participations, Etc...................................59
10.09      Designated Bidders.................................................60
10.10      Confidentiality....................................................61
10.11      Set-off............................................................61
10.12      Notification of Addresses, Lending Offices, Etc....................62
10.13      Counterparts.......................................................62
10.14      Severability.......................................................62
10.15      No Third Parties Benefited.........................................62
10.16      Governing Law and Jurisdiction.....................................62
10.17      Waiver of Jury Trial...............................................63
10.18      Entire Agreement...................................................63


ANNEXES

Annex I                        Pricing Grid


SCHEDULES

Schedule 2.01                  Commitments and Pro Rata Shares
Schedule 10.02                 Payment Offices; Addresses for Notices; Lending
                               Offices

EXHIBITS

Exhibit A                      Form of Notice of Borrowing
Exhibit B                      Form of Notice of Conversion/Continuation
Exhibit C                      Form of Compliance Certificate
Exhibit D                      Form of Legal Opinion of Counsel to the Company
Exhibit E                      Form of Assignment and Acceptance


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Exhibit F                      Form of Invitation for Competitive Bids
Exhibit G                      Form of Competitive Bid Request
Exhibit H                      Form of Competitive Bid
Exhibit I                      Form of Committed Loan Note
Exhibit J                      Form of Bid Loan Note
Exhibit K                      Form of Designation Agreement
Exhibit L                      Form of Commitment Increase Agreement
Exhibit M                      Form of New Bank Agreement


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                                CREDIT AGREEMENT


         This  CREDIT  AGREEMENT  is entered  into as of March 22,  2000,  among
Albertson's, Inc., a Delaware corporation (the "Company"), the several financial
institutions from time to time party to this Agreement  (individually,  a "Bank"
and,  collectively,  the  "Banks"),  Bank One, NA, as  documentation  agent (the
"Documentation  Agent"),  Wachovia  Bank,  N.A., as  syndication  agent (in such
capacity,  the "Syndication Agent"),  First Security Bank, N.A. and The Northern
Trust Company,  as managing  agents (in such capacity,  the "Managing  Agents"),
First Union National Bank,  Union Bank Of California,  N.A.,  U.S. Bank National
Association  and Wells  Fargo Bank,  N.A.,  as senior  managing  agents (in such
capacity, the "Senior Managing Agents"), and Bank of America, N.A., as Swingline
Bank and as  administrative  agent for itself,  the  Designated  Bidders and the
Banks (in such capacity, the "Agent").

         WHEREAS,  the Banks  have  agreed to make  available  to the  Company a
revolving  credit and bid loan facility with a swingline  subfacility,  upon the
terms and conditions set forth in this Agreement;

         NOW, THEREFORE,  in consideration of the mutual agreements,  provisions
and covenants contained herein, the parties agree as follows:

ARTICLE I.........
                                   DEFINITIONS
1.01     Certain Defined Terms.  The following terms have the following meanings
when used herein (including in the recitals hereof):

                  "Absolute  Rate"  has  the  meaning  specified  in  subsection
         2.06(c).

                  "Absolute Rate Auction"  means a  solicitation  of Competitive
         Bids setting forth Absolute Rates pursuant to Section 2.06.

                  "Absolute  Rate Bid Loan" means a Bid Loan that bears interest
         at a rate determined with reference to the Absolute Rate.

                  "Affiliate"  means, as to any Person,  any other Person which,
         directly or indirectly, is in control of, is controlled by, or is under
         common control with,  such Person.  A Person shall be deemed to control
         another  Person  if  the  controlling  Person  possesses,  directly  or
         indirectly,  the  power  to  direct  or  cause  the  direction  of  the
         management  and  policies  of the other  Person,  whether  through  the
         ownership of voting securities,  membership interests,  by contract, or
         otherwise.

                  "Agent" means BofA in its capacity as administrative agent for
         the Banks and the Designated Bidders hereunder, and any successor agent
         arising under Section 9.09.

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                  "Agent-Related  Persons"  means BofA and any  successor  agent
         arising under Section 9.09,  together with their respective  Affiliates
         (including,  in the case of BofA, the Lead Arranger), and the officers,
         directors,  employees, agents and attorneys-in-fact of such Persons and
         Affiliates.

                  "Agent's  Payment  Office"  means the address for payments set
         forth on  Schedule  10.02 or such  other  address as the Agent may from
         time to time specify.

                  "Aggregate  Commitment" means the combined  Commitments of the
         Banks.

                  "Agreement" means this Credit Agreement.

                  "Applicable Fee Amount" means with respect to the fees payable
         hereunder,  the amount set forth  opposite the  indicated  Indebtedness
         Rating or  Facility  Usage  Percentage,  as the case may be,  below the
         headings  "Facility Fee" and "Utilization  Fee" in the pricing grid set
         forth on Annex I in accordance with the parameters for  calculations of
         such amount also set forth on Annex I.

                  "Applicable Margin" means, with respect to Base Rate Committed
         Loans and Offshore Rate Committed  Loans, the amount set forth opposite
         the indicated  Indebtedness Rating below the heading "Base Rate Spread"
         or  "Offshore  Rate Spread" in the pricing grid set forth on Annex I in
         accordance  with the parameters for  calculations  of such amounts also
         set forth on Annex I.

                  "Assignee" has the meaning specified in subsection 10.08(a).

                  "Attorney  Costs" means and includes all  reasonable  fees and
         disbursements of any law firm or other external counsel.

                  "Bank" has the meaning  specified in the  introductory  clause
         hereto.  References to the "Banks" shall include the Swingline  Bank in
         its capacity as such unless the context otherwise clearly requires. For
         purposes of  clarification  only, to the extent that the Swingline Bank
         may have any rights or  obligations  in  addition to those of the Banks
         due to its  status  as  Swingline  Bank,  its  status  as such  will be
         specifically referenced.

                  "Bankruptcy Code" means the Federal Bankruptcy Reform Act of
         1978 (11 U.S.C.ss.101, et seq.).

                  "Base Rate"  means,  for any day, the higher of: (a) 0.50% per
         annum above the latest Federal Funds Rate; and (b) the rate of interest
         in effect for such day as publicly  announced from time to time by BofA
         as its "prime  rate." The "prime rate" is a rate set by BofA based upon
         various  factors  including  BofA's costs and desired  return,  general
         economic conditions and other factors, and is used as a reference point
         for pricing some loans,  which may be priced at,  above,  or below such
         announced  rate.  Any change in the prime rate  announced by BofA shall
         take  effect at the opening of  business  on the day  specified  in the
         public announcement of such change.

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                  "Base Rate  Committed  Loan" means a Committed Loan that bears
         interest based on the Base Rate.

                  "Benefit  Arrangement"  means at any time an employee  benefit
         plan within the meaning of Section 3(3) of ERISA which is not a Plan or
         Multiemployer Plan and which is maintained or otherwise  contributed to
         by any member of the ERISA Group.

                  "Bid  Borrowing"  means a borrowing of Loans under  Article II
         consisting of one or more Bid Loans made to the Company on the same day
         by the Bid Loan  Banks and  Designated  Bidders  participating  in such
         borrowing.

                  "Bid Loan" means an Absolute  Rate Bid Loan by a Bid Loan Bank
         or a Designated Bidder to the Company under Section 2.05.

                  "Bid Loan Bank" means each Bank party hereto.

                  "Bid Loan Note" has the meaning specified in Section 2.02.

                  "BofA" means Bank of America, N.A., a national banking
         association.

                  "Borrowing" means (i) a Committed Borrowing or a Bid Borrowing
         and (ii) a  borrowing  hereunder  consisting  of a  Swingline  Loan (or
         Swingline  Loans) made to the Company on the same day by the  Swingline
         Bank, and, other than in the case of Base Rate Committed Loans,  having
         the same Interest Period.

                  "Borrowing Date" means any date on which a Committed Borrowing
         occurs under Section 2.03 or a Bid Borrowing occurs under Section 2.06.

                  "Business Day" means any day other than a Saturday,  Sunday or
         other day on which  commercial  banks in New York City or San Francisco
         are  authorized  or  required  by law to close and,  if the  applicable
         Business Day relates to any Offshore Rate Committed Loan,  means such a
         day on which dealings are carried on in the applicable  offshore Dollar
         interbank market.

                  "Capital Adequacy Regulation" means any guideline,  request or
         directive of any central bank or other Governmental  Authority,  or any
         other law, rule or regulation,  whether or not having the force of law,
         in  each  case,  regarding  capital  adequacy  of  any  bank  or of any
         corporation controlling a bank.

                  "Change  of  Control"  means any  person  or group of  persons
         (within the meaning of Section 13 or 14 of the Exchange Act) shall have
         acquired  beneficial  ownership  (within  the  meaning  of  Rule  13d-3
         promulgated  by  the  SEC  under  said  Act)  of  40%  or  more  of the
         outstanding  shares of common  stock of the  Company;  or,  during  any
         period of twelve  consecutive  calendar  months,  individuals  who were
         directors of the Company on the first day of such period shall cease to
         constitute a majority of the board of directors of the Company.

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                  "Closing Date" means the date occurring on or before March 29,
         2000 on which all  conditions  precedent  set forth in Section 4.01 are
         satisfied  or  waived  by all  Banks  (or,  in the  case of  subsection
         4.01(e), waived by the Person entitled to receive such payment).

                  "Co-Agents" means each of the Syndication Agent, Documentation
         Agent,  Senior Managing Agents and Managing  Agents,  in its respective
         capacity as a syndication agent,  documentation  agent, senior managing
         agents or managing agent hereunder.

                  "Code" means the Internal Revenue Code of 1986.

                  "Commitment"  as to each Bank,  has the meaning  specified  in
         Section 2.01.

                  "Committed Borrowing" means a borrowing of Loans under Article
         II consisting of Committed  Loans of the same Type made on the same day
         by the Banks ratably according to their respective Pro Rata Shares and,
         in the case of Offshore Rate Committed Loans,  having the same Interest
         Periods.

                  "Committed  Loan"  means a Loan made by a Bank to the  Company
         under Section 2.01 or a Swingline Loan made by the Swingline Bank under
         Section 2.07.

                  "Committed  Loan Note" has the  meaning  specified  in Section
         2.02.

                  "Company's  1998 Form 10-K" means the Company's  Annual Report
         on Form 10-K for the fiscal year ended January  28,1999,  as filed with
         the SEC pursuant to the Exchange Act.

                  "Competitive  Bid"  means an  offer  by a Bid  Loan  Bank or a
         Designated  Bidder  to make a Bid Loan in  accordance  with  subsection
         2.06(c).

                  "Competitive  Bid  Request"  has  the  meaning   specified  in
         subsection 2.06(a).

                  "Compliance Certificate" means a certificate  substantially in
         the form of Exhibit C.

                  "Consolidated  Subsidiary" means at any date any Subsidiary or
         other Person the accounts of which would be consolidated  with those of
         the Company in its consolidated financial statements as of such date.

                  "Consolidated  Tangible  Net Worth"  means at any date (a) the
         consolidated  stockholders'  equity of the Company and its Consolidated
         Subsidiaries as reflected on the Company's  consolidated balance sheet,
         plus their consolidated deferred investment tax credits as reflected on
         the Company's  consolidated balance sheet, minus (b) their consolidated
         Intangible Assets, all determined as of such date. For purposes of this
         definition,  "Intangible  Assets"  means  the  amount  (to  the  extent
         reflected in determining such consolidated stockholders' equity) of (i)
         all write-ups  (other than write-ups  resulting  from foreign  currency
         translations  and write-ups of assets of a going concern  business made
         within twelve months after the acquisition of such business) subsequent
         to January 28, 1999 in the book value of any asset owned by the Company

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         or a Consolidated  Subsidiary,  (ii) all investments in  unconsolidated
         Subsidiaries  and all  equity  investments  in  Persons  which  are not
         Subsidiaries  and (iii) all  unamortized  debt  discount  and  expense,
         unamortized deferred charges (except deferred income taxes),  goodwill,
         patents,   trademarks,   service   marks,   trade  names,   copyrights,
         organization  or  developmental  expenses  and other  intangible  items
         (except leasehold improvements and liquor licenses).

                  "Conversion/Continuation  Date" means any date on which, under
         Section 2.04, the Company (a) converts  Committed  Loans of one Type to
         another Type, or (b) continues as Committed Loans of the same Type, but
         with a new Interest  Period,  Committed Loans having  Interest  Periods
         expiring on such date.

                  "Default"  means any  event or  circumstance  which,  with the
         giving of notice,  the lapse of time,  or both,  would (if not cured or
         otherwise remedied during such time) constitute an Event of Default.

                  "Designated Bidder" means an Affiliate of a Bid Loan Bank that
         is a Person  described in clause  (c)(i) or (ii) of the  definition  of
         "Eligible  Assignee"  and that has become a party  hereto  pursuant  to
         Section 10.09.

                  "Designation  Agreement" means a Designation Agreement entered
         into by a Bank and a Designated  Bidder and  accepted by the Agent,  in
         substantially the form of Exhibit K.

                  "Documentation  Agent"  means Bank One, NA in its  capacity as
         documentation agent hereunder.

                  "Dollars",  "dollars"  and "$" each mean  lawful  money of the
         United States.

                  "Eligible  Assignee"  means (a) a  commercial  bank  organized
         under the laws of the United States, or any state thereof, and having a
         combined capital and surplus of at least $250,000,000; (b) a commercial
         bank organized under the laws of any other country which is a member of
         the Organization for Economic Cooperation and Development (the "OECD"),
         or a political  subdivision of any such country,  and having a combined
         capital and surplus of at least  $250,000,000,  provided that such bank
         is acting through a branch or agency located in the United States;  and
         (c) a Person that is primarily  engaged in the  business of  commercial
         lending and that is (i) a Subsidiary of a Bank,  (ii) a Subsidiary of a
         Person  of which a Bank is a  Subsidiary,  or (iii) a Person of which a
         Bank is a Subsidiary.

                  "Environmental  Laws"  means  all  federal,  state,  local  or
         foreign  laws,  statutes,   common  law  duties,  rules,   regulations,
         ordinances and codes, together with all administrative orders, directed
         duties,  requests,   licenses,   authorizations  and  permits  of,  and
         agreements with, any Governmental Authorities, in each case relating to
         the environment or to emissions,  discharges or releases of pollutants,
         contaminants, petroleum or petroleum products, chemicals or industrial,
         toxic or hazardous substances or wastes into the environment  including
         ambient  air,  surface  water,  ground  water,  or land,  or  otherwise
         relating to the manufacture,  processing, distribution, use, treatment,
         storage, disposal,  transport or handling of pollutants,  contaminants,

                                     Page 5
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         petroleum or petroleum  products,  chemicals  or  industrial,  toxic or
         hazardous  substances  or wastes or the  clean-up or other  remediation
         thereof.

                  "ERISA" means the Employee  Retirement  Income Security Act of
         1974.

                  "ERISA   Group"  means  the  Company  and  all  members  of  a
         controlled group of corporations and all trades or businesses  (whether
         or not  incorporated)  under common  control  which,  together with the
         Company,  are  treated as a single  employer  under  Section 414 of the
         Code.

                  "Event of  Default"  means any of the events or  circumstances
         specified in Section 8.01.

                  "Exchange Act" means the Securities Exchange Act of 1934.

                  "Excluded  Taxes"  means any and all present or future  taxes,
         levies, assessments,  imposts, duties, deductions, fees, withholding or
         similar charges and all liabilities  with respect  thereto,  other than
         those taxes included in the definition of Taxes.

                  "Existing  Credit  Facilities"  means (i) the Credit Agreement
         dated as of March 30, 1999,  among the Company,  BofA as agent, and the
         other  financial  institutions  party  thereto,  and  (ii)  the  Credit
         Agreement  dated as of  October  5, 1994,  among the  Company,  BofA as
         co-agent,  Morgan Guaranty Trust Company of New York as agent,  and the
         other financial institutions party thereto.

                  "Facility  Period"  means the period from the Closing  Date to
         the Revolving Termination Date, or, if earlier, the date of termination
         of the  Aggregate  Commitment  in its entirety and the repayment of all
         Loans outstanding hereunder.

                  "Federal Funds Rate" means, for any day, the rate set forth in
         the  weekly  statistical  release  designated  as  H.15(519),   or  any
         successor  publication,  published  by the Federal  Reserve Bank of New
         York with  respect to the  preceding  Business Day opposite the caption
         "Federal Funds  (Effective)";  or, if for any relevant day such rate is
         not so published with respect to any such  preceding  Business Day, the
         rate  for such day will be the  arithmetic  mean as  determined  by the
         Agent of the rates for the last transaction in overnight  Federal funds
         arranged prior to 9:00 a.m. (New York City time) on that day by each of
         three leading  brokers of Federal funds  transactions  in New York City
         selected by the Agent.

                  "Fee Letter" has the meaning specified in subsection 2.12(a).

                  "Foundation Stock Agreement" means the agreement dated May 21,
         1997, between the Company and the J.A.and Kathryn Albertson Foundation,
         Inc. and any successor agreement.

                  "FRB"  means the Board of  Governors  of the  Federal  Reserve
         System,  and  any  Governmental  Authority  succeeding  to  any  of its
         principal functions.

                                     Page 6
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                  "GAAP" means generally  accepted  accounting  principles as in
         effect from time to time.

                  "Governmental  Authority" means any nation or government,  any
         state or other  political  subdivision  thereof,  any central  bank (or
         similar  monetary  or  regulatory   authority)   thereof,   any  entity
         exercising   executive,    legislative,    judicial,    regulatory   or
         administrative  functions  of or  pertaining  to  government,  and  any
         corporation  or other  entity  owned or  controlled,  through  stock or
         capital ownership or otherwise, by any of the foregoing.

                  "Guaranty  Obligation"  means, as to any Person, any direct or
         indirect liability of that Person,  whether or not contingent,  with or
         without  recourse,   with  respect  to  any  obligation  (the  "primary
         obligations") of another Person (the "primary obligor"),  including any
         obligation  of that Person (i) to  purchase,  repurchase  or  otherwise
         acquire such primary  obligations  or any  security  therefor,  (ii) to
         advance  or provide  funds for the  payment  or  discharge  of any such
         primary obligation, or to maintain working capital or equity capital of
         the primary  obligor or otherwise to maintain the net worth or solvency
         or any balance  sheet item,  level of income or financial  condition of
         the primary obligor, (iii) to purchase property, securities or services
         primarily  for the  purpose of assuring  the owner of any such  primary
         obligation  of the  ability of the primary  obligor to make  payment of
         such primary  obligation,  or (iv) otherwise to assure or hold harmless
         the  holder of any such  primary  obligation  against  loss in  respect
         thereof. The amount of any Guaranty Obligation shall be deemed equal to
         the stated or determinable  amount of the primary obligation in respect
         of which  such  Guaranty  Obligation  is made or,  if not  stated or if
         indeterminable, the maximum reasonably anticipated liability in respect
         thereof.

                  "Increased  Commitment  Date"  has the  meaning  specified  in
         subsection 2.18(b).

                  "Indebtedness" of any Person means, without  duplication,  (a)
         all indebtedness  for borrowed money; (b) all obligations  evidenced by
         notes, bonds,  debentures or similar  instruments,  (c) all obligations
         issued,  undertaken  or  assumed  as the  deferred  purchase  price  of
         property  or  services,  (d) all  obligations  with  respect to capital
         leases (but not obligations with respect to operating leases),  (e) all
         obligations  of such Person to purchase  securities  or other  property
         which  arise  out of or in  connection  with  the  sale of the  same or
         substantially  similar  securities or property,  (f) all non-contingent
         obligations  (and,  for purposes of Section 7.01 and the  definition of
         Material  Indebtedness  all contingent  obligations)  of such Person to
         reimburse any bank or other Person in respect of amounts paid under any
         Surety Instrument,  (g) all indebtedness of others of the type referred
         to in clauses  (a)  through  (f) secured by a Lien on any asset of such
         Person, whether or not such indebtedness is assumed by such Person, (h)
         all Guaranty  Obligations of such Person in respect of  indebtedness of
         others of the type  referred to in clauses (a) through (f), and (i) all
         preferred  stock of such Person  redeemable at the option of the holder
         during the  Facility  Period.  Insurance  reserves,  tax  reserves  and
         interest thereon,  salaries payable, taxes payable,  dividends payable,
         trade  accounts  payable  arising in the  ordinary  course of business,
         deferred investment tax credits, deferred compensation,  deferred rents
         payable under non-capital leases, benefits payable, unearned income and
         other similar liabilities shall not constitute "Indebtedness."

                                     Page 7
<PAGE>


                  "Indebtedness Rating" has the meaning set forth in Annex I.

                  "Indemnified Liabilities" has the meaning specified in Section
              10.05.

                  "Indemnified  Person"  has the  meaning  specified  in Section
              10.05.

                  "Independent  Auditor" has the meaning specified in subsection
              6.01(a).

                  "Insolvency Proceeding" means, with respect to any Person, (a)
         any case,  action or proceeding  with respect to such Person before any
         court  or  other   Governmental   Authority   relating  to  bankruptcy,
         reorganization,  insolvency,  liquidation,  receivership,  dissolution,
         winding-up or relief of debtors,  or (b) any general assignment for the
         benefit of creditors, composition, marshalling of assets for creditors,
         or other similar  arrangement in respect of its creditors  generally or
         any  substantial  portion of its creditors,  in either case  undertaken
         under U.S.  Federal,  state or foreign law,  including  the  Bankruptcy
         Code.

                  "Interest Payment Date" means, (i) as to any Loan other than a
         Base  Rate  Committed  Loan,  the  last  day of  each  Interest  Period
         applicable to such Loan,  (ii) as to any Base Rate Committed Loan which
         is not a Swingline Loan, or any Bid Loan, the last day of each calendar
         quarter  and the  Revolving  Termination  Date and (iii) as to any Base
         Rate  Committed  Loan which is a Swingline  Loan,  the  Business Day on
         which the  principal of such  Swingline  Loan is repaid or as otherwise
         provided  in  Section  2.07(e);  provided,  however,  that  (a)  if any
         Interest  Period for an Offshore  Rate  Committed  Loan  exceeds  three
         months,  the date that falls three months  after the  beginning of such
         Interest Period and after each Interest Payment Date thereafter is also
         an  Interest  Payment  Date,  and (b) as to any Bid  Loan,  such  other
         intervening  date prior to the maturity  thereof as may be specified by
         the Company and agreed to by the applicable Bid Loan Bank or Designated
         Bidder in the applicable Competitive Bid shall also be Interest Payment
         Dates.

                  "Interest Period" means, (a) as to any Offshore Rate Committed
         Loan,  the period  commencing on the Borrowing Date of such Loan, or on
         the Conversion/Continuation Date on which the Loan is converted into or
         continued as an Offshore Rate  Committed  Loan,  and ending on the date
         one, two, three or six months  thereafter as selected by the Company in
         its  Notice  of  Borrowing,   Notice  of   Conversion/Continuation   or
         Competitive Bid Request, as the case may be; and (b) as to any Absolute
         Rate Bid  Loan,  a period of not less than 7 days and not more than 183
         days as  selected  by the  Company in the  applicable  Competitive  Bid
         Request;

         provided that:

                          (i) if any Interest  Period would  otherwise  end on a
                  day that is not a Business Day, that Interest  Period shall be
                  extended to the following  Business Day unless, in the case of
                  an Offshore Rate Committed  Loan, the result of such extension
                  would be to carry such Interest  Period into another  calendar
                  month,  in which event such  Interest  Period shall end on the
                  preceding Business Day;

                                     Page 8
<PAGE>


                          (ii) any  Interest  Period  pertaining  to an Offshore
                  Rate  Committed Loan that begins on the last Business Day of a
                  calendar  month (or on a day for which there is no numerically
                  corresponding  day in the  calendar  month  at the end of such
                  Interest  Period)  shall end on the last  Business  Day of the
                  calendar month at the end of such Interest Period; and

                         (iii)no  Interest  Period  for any  Loan  shall  extend
                    beyond the Revolving Termination Date.

                  "Invitation  for  Competitive  Bids" means an  Invitation  for
         Competitive Bids, substantially in the form of Exhibit F.

                  "IRS" means the Internal Revenue Service, and any Governmental
         Authority succeeding to any of its principal functions under the Code.

                  "Lead  Arranger"  means  Banc of  America  Securities  LLC,  a
         Delaware  limited  liability  company,  in its  capacity  as Sole  Lead
         Arranger and Sole Book Manager.

                  "Lending  Office"  means,  (i) as to any Bank,  the  office or
         offices of such Bank  specified  as its  "Lending  Office" or "Domestic
         Lending Office" or "Offshore  Lending  Office",  as the case may be, on
         Schedule  10.02;  (ii),  as to any  Designated  Bidder,  the  office or
         offices of such Designated  Bidder specified as its "Lending Office" in
         its  Designation  Agreement;  and (iii) such other office or offices as
         such Bank or  Designated  Bidder  may from  time to time  notify to the
         Company and the Agent.

                  "Lien" means with respect to any asset,  any  mortgage,  lien,
         pledge, charge, security interest or encumbrance of any kind in respect
         of such asset.  For the purposes of this Agreement,  the Company or any
         Subsidiary  shall be deemed to own subject to a Lien any asset which it
         has  acquired  or holds  subject to the  interest of a vendor or lessor
         under any  conditional  sale  agreement,  capital  lease or other title
         retention agreement relating to such asset.

                  "Loan"  means an extension of credit by a Bank or a Designated
         Bidder to the  Company in the form of a  Revolving  Loan or a Swingline
         Loan under Article II, and may be a Committed Loan or a Bid Loan.

                  "Loan  Documents"   means  this  Agreement,   the  Notes,  any
         Commitment  Increase  Agreement (as defined in Section  2.18),  any New
         Bank  Agreement  (as defined in Section  2.18),  the Fee Letter and all
         other documents delivered to the Agent or any Bank or Designated Bidder
         in connection herewith.

                  "Majority Banks" means at any time Banks then having more than
         50% of the  Aggregate  Commitment  or,  if the  Commitments  have  been
         terminated,  Banks  then  holding  more than 50% of the then  aggregate
         unpaid  principal  amount  of the  Credit  Exposure.  As  used  in this
         definition, the "Credit Exposure" of any Bank means (i) with respect to
         any  outstanding   Revolving   Loans  or  Term  Loans,   the  aggregate
         outstanding  principal  amount of the Loans made by such Bank, and (ii)
         with respect to any  outstanding  Swingline  Loans,  the  participating
         interest  therein  equal to such  Bank's  Pro Rata Share  thereof.  For


                                     Page 9
<PAGE>



         purposes  of this  definition,  each  Bank  shall be deemed to hold all
         outstanding Bid Loans of such Bank's Designated Bidders.

                  "Managing Agents" means each of First Security Bank, N.A. and
         The Northern Trust Company in its capacity as a managing agent
         hereunder.

                  "Margin Stock" means "margin stock" as such term is defined in
         Regulation T, U or X of the FRB.

                  "Markus-Stiftung  Stock  Agreement"  means the agreement dated
         February 15, 1980, among the Company, Theo Albrecht Stiftung (now known
         as  Markus-Stiftung)  and  Theo  Albrecht,  as  amended  by  the  First
         Amendment  thereto  dated as of April 11,  1984,  the Second  Amendment
         thereto dated as of September 25, 1989 and the Third Amendment  thereto
         dated as of December 5, 1994 and any successor agreement.

                  "Material  Adverse Effect" means (a) a material adverse change
         in, or a  material  adverse  effect  upon,  the  operations,  business,
         assets,  liabilities  or  financial  condition  of the  Company and its
         Consolidated  Subsidiaries taken as a whole; (b) a material  impairment
         of the ability of the Company to perform under any Loan Document and to
         avoid any Event of Default;  or (c) a material  adverse effect upon the
         legality,  validity,  binding  effect  or  enforceability  against  the
         Company of any Loan Document.

                  "Material  Indebtedness"  means  Indebtedness  (other than the
         Loans) of the Company and/or one or more of its  Subsidiaries,  arising
         in one or more  related  or  unrelated  transactions,  in an  aggregate
         outstanding principal amount exceeding $30,000,000.

                  "Material  Plan"  means  at any  time a Plan or  Plans  having
         aggregate Unfunded Liabilities in excess of $30,000,000.

                  "Minimum  Amount"  means  (i)  in  respect  of  any  Committed
         Borrowing,  conversion or continuation of Committed  Loans,  (a) in the
         case of Base Rate  Committed  Loans (other than  Swingline  Loans),  an
         aggregate  minimum  amount of  $5,000,000  or any integral  multiple of
         $1,000,000 in excess  thereof,  (b) in the case of Swingline  Loans, an
         aggregate  minimum  amount of  $500,000  or any  integral  multiple  of
         $100,000  in  excess  thereof,  and (c) in the  case of  Offshore  Rate
         Committed  Loans,  an aggregate  minimum  amount of  $5,000,000  or any
         integral multiple of $1,000,000 in excess thereof, and (ii) in the case
         of any  reduction of the  Commitments  under  Section 2.08, or optional
         prepayment of Committed  Loans under  Section  2.09,  $5,000,000 or any
         multiple of $1,000,000 in excess thereof.

                   "Multiemployer  Plan" means at any time an  employee  pension
         benefit  plan within the  meaning of Section  4001(a)(3)  of ERISA,  to
         which any  member  of the ERISA  Group is then  making or  accruing  an
         obligation to make  contributions or has within the preceding five plan
         years made contributions, including for these purposes any Person which
         ceased to be a member of the ERISA Group during such five year period.


                                     Page 10
<PAGE>


                  "Non-Continuing  Bank"  means,  at any  time,  each  Bank  the
         Revolving  Termination Date of which has not been extended  pursuant to
         Section 2.17.

                  "Notes" means the Committed Loan Notes and the Bid Loan Notes.

                  "Notice of Borrowing" means a notice in substantially the form
         of Exhibit A.

                  "Notice   of   Conversion/Continuation"   means  a  notice  in
         substantially the form of Exhibit B.

                  "Obligations"   means  all   advances,   debts,   liabilities,
         obligations,  covenants  and duties  arising  under any Loan  Document,
         owing by the Company to any Bank, any Designated  Bidder, the Swingline
         Bank, the Agent, or any Indemnified Person,  whether direct or indirect
         (including those acquired by assignment),  absolute or contingent,  due
         or to become due, now existing or hereafter arising.

                  "Offshore Rate" means, for any Interest  Period,  with respect
         to Offshore Rate Committed Loans comprising part of the same Borrowing:

                  (i) the rate of interest per annum  determined by the Agent to
         be the rate of  interest  per annum  (rounded  upwards  to the  nearest
         1/100th of 1%) appearing on Dow Jones Page 3750 (as defined  below) for
         deposits  in Dollars  having a  maturity  comparable  to such  Interest
         Period,  at  approximately  11:00 a.m.  (London time) two Business Days
         prior to the  commencement of such Interest  Period,  subject to clause
         (ii) below; or

                  (ii) if for any reason the rate is not  available  as provided
         in the preceding  clause (i) of this  definition,  the "Offshore  Rate"
         instead means the rate of interest per annum determined by the Agent to
         be the arithmetic mean (rounded upward to the nearest 1/100th of 1%) of
         the rates of interest per annum notified to the Agent by each Reference
         Bank as the  rate of  interest  at which  deposits  in  Dollars  in the
         approximate  amount of the  Offshore  Rate  Committed  Loan to be made,
         continued or converted by such  Reference  Bank,  and having a maturity
         comparable to such Interest Period,  would be offered to major banks in
         the London  interbank  market or other  applicable  interbank market at
         their request at  approximately  11:00 a.m.  (London time) two Business
         Days prior to the commencement of such Interest Period. As used in this
         definition,  "Dow Jones  Page 3750"  means the  display  designated  as
         "3750" on the Dow Jones Market Service  (formerly known as the Telerate
         Service) or any replacement page thereof.

                  "Offshore Rate  Committed  Loan" means any Committed Loan that
         bears interest based on the Offshore Rate.

                  "Other Taxes" means any present or future stamp or documentary
         taxes or any other excise taxes,  charges or similar levies which arise
         from  any  payment  made  hereunder  or from the  execution,  delivery,
         performance,  enforcement or registration of, or otherwise with respect
         to, this Agreement or any other Loan Documents.

                  "Participant"   has  the  meaning   specified  in   subsection
         10.08(d).


                                     Page 11
<PAGE>



                  "PBGC" means the Pension Benefit Guaranty Corporation,  or any
         Governmental  Authority  succeeding to any of its  principal  functions
         under ERISA.

                  "Person"  means  an  individual,   partnership,   corporation,
         limited liability company,  business trust, joint stock company, trust,
         unincorporated  association,  joint venture,  Governmental Authority or
         any other entity of whatever nature.

                  "Plan"  means at any time an  employee  pension  benefit  plan
         (other than a Multiemployer Plan) which is covered by Title IV of ERISA
         or subject to the minimum  funding  standards  under Section 412 of the
         Code and either (i) is maintained,  or contributed to, by any member of
         the ERISA Group for  employees of any member of the ERISA Group or (ii)
         has at any time within the  preceding  five years been  maintained,  or
         contributed  to, by any  Person  which was at such time a member of the
         ERISA Group for employees of any Person which was at such time a member
         of the ERISA Group.

                  "Pro  Rata  Share"  means,  as to any  Bank at any  time,  the
         percentage  equivalent  (expressed  as a decimal,  rounded to the ninth
         decimal  place) at such time of such Bank's  Commitment  divided by the
         Aggregate Commitment (or, if all Commitments have been terminated,  the
         aggregate  principal  amount  of  such  Bank's  Loans  divided  by  the
         aggregate  principal  amount of the Loans then held by all Banks).  The
         initial Pro Rata Share of each Bank is set forth  opposite  such Bank's
         name in Schedule 2.01 under the heading "Pro Rata Share."

                  "Reference Bank" means each of BofA, Wachovia Bank, N.A. and
         Bank One, NA.

                  "Replacement Bank" has the meaning specified in Section 3.09.

                  "Requirement  of  Law"  means,  as  to  any  Person,  any  law
         (statutory or common),  treaty,  rule or regulation or determination of
         an arbitrator or of a Governmental  Authority,  in each case applicable
         to or binding  upon the Person or any of its  property  or to which the
         Person or any of its property is subject.

                  "Responsible  Officer"  means,  as to any  Person,  the  chief
         executive officer, the chief financial officer, or the treasurer or the
         president of such Person, or any other officer having substantially the
         same authority and responsibility;  or, with respect to compliance with
         financial  covenants,  the chief financial  officer or the treasurer of
         such  Person,  or any  other  officer  having  substantially  the  same
         authority and responsibility.

                  "Revolving Loan" has the meaning specified in Section 2.01.

                  "Revolving Termination Date" means the earlier to occur of:

                          (a)  March 22, 2005 as the same may be extended from
                   time to time pursuant to Section 2.17; and

                          (b)  the date on which the Commitments terminate in
                   accordance with the provisions of this Agreement.


                                     Page 12
<PAGE>



                  "SEC" means the  Securities  and Exchange  Commission,  or any
         Governmental Authority succeeding to any of its principal functions.

                  "Senior Managing Agents" means each of First Union National
         Bank, Union Bank Of California, N.A., U.S.Bank National Association and
         Wells Fargo Bank, N.A in its capacity as a senior managing agent
         hereunder.

                  "Subsidiary"  of a  Person  means  any  corporation  or  other
         business entity of which more than 50% of the voting stock,  membership
         interests or other equity  interests (in the case of Persons other than
         corporations),  is owned or  controlled  directly or  indirectly by the
         Person,  or one  or  more  of the  Subsidiaries  of  the  Person,  or a
         combination  thereof.  Unless the context  otherwise  clearly requires,
         references  herein  to a  "Subsidiary"  refer  to a  Subsidiary  of the
         Company.

                  "Surety  Instruments"  means all letters of credit  (including
         standby  and  commercial),   banker's  acceptances,   bank  guaranties,
         shipside bonds, surety bonds and similar instruments.

                  "Swap  Contract"  means  any  agreement,  whether  or  not  in
         writing,  relating to any transaction  that is a rate swap, basis swap,
         forward rate transaction,  commodity swap, commodity option,  equity or
         equity index swap or option,  bond, note or bill option,  interest rate
         option,  forward  foreign  exchange  transaction,  cap, collar or floor
         transaction,   currency  swap,   cross-currency  rate  swap,  swaption,
         currency option or any other, similar transaction (including any option
         to  enter  into  any  of  the  foregoing)  or  any  combination  of the
         foregoing,  and, unless the context  otherwise  clearly  requires,  any
         master agreement relating to or governing any or all of the foregoing.

                  "Swap Termination  Value" means, in respect of any one or more
         Swap  Contracts,  after  taking into  account the effect of any legally
         enforceable netting agreement relating to such Swap Contracts,  (a) for
         any date on or after the date such Swap  Contracts have been closed out
         and  termination  value(s)  determined  in accordance  therewith,  such
         termination value(s), and (b) for any date prior to the date referenced
         in clause (a) the amount(s)  determined as the mark-to-market  value(s)
         for such Swap Contracts, as determined by the Company based upon one or
         more mid- market or other readily available  quotations provided by any
         recognized dealer in such Swap Contracts (which may include any Bank).

                  "Swingline  Bank"  means  BofA,  in its  capacity  as maker of
         Swingline  Loans  hereunder.  Specific  reference to the Swingline Bank
         shall exclude the Swingline Bank in its capacity as a Bank hereunder.

                  "Swingline Commitment" has the meaning specified in subsection
         2.07(a).

                  "Swingline  Loan"  has the  meaning  specified  in  subsection
         2.07(a).

                  "Swingline Loan Borrowing" means a Borrowing consisting of one
         or more Swingline Loans.

                                     Page 13
<PAGE>



                  "Syndication Agent" means Wachovia Bank, N.A., in its capacity
          as syndication agent hereunder.

                  "Taxes"  means any and all  present or future  taxes,  levies,
         assessments, imposts, duties, deductions, fees, withholdings or similar
         charges,  and all liabilities with respect thereto,  excluding,  in the
         case of each Bank and the Agent, respectively,  (a) income or franchise
         taxes  imposed  on or  measured  by its net  income,  (i) by the United
         States, (ii) by the jurisdiction under the laws of which such recipient
         is organized or in which its principal office is located,  (iii) by any
         jurisdiction solely as a result of such Bank's activities in or contact
         with such  jurisdiction  unrelated to the transactions  contemplated by
         this  Agreement,  or (iv) by the  jurisdiction  in which in the Lending
         Office of the  recipient is located,  and (b) any branch  profits taxes
         imposed by the United  States or any  similar  tax imposed by any other
         jurisdiction in which any recipient is located.

                  "364-Day Credit Agreement" means the Credit Agreement dated as
         of the date  hereof,  among the Company,  BofA as agent,  and the other
         financial institutions party thereto, providing for a 364 day revolving
         credit facility.

                  "Type"  means,  as to any  Committed  Loan,  its  nature as an
         Offshore Rate Committed Loan or a Base Rate Committed Loan.

                  "Unfunded  Liability"  means  with  respect to any Plan at any
         time,  the  amount  (if  any) by  which  (i) the  present  value of all
         benefits under such Plan exceeds (ii) the fair market value of all Plan
         assets  allocable to such  benefits  (excluding  any accrued but unpaid
         contributions),  all  determined  as of the then most recent  valuation
         date for such Plan, but only to the extent that such excess  represents
         a potential liability of a member of the ERISA Group to the PBGC or any
         other Person under Title IV of ERISA.

                  "United States" and "U.S." each  means  the  United  States of
         America.

                  "Wholly-Owned  Consolidated Subsidiary" means any Consolidated
         Subsidiary  all of the  shares  of  capital  stock or  other  ownership
         interests of which  (except  directors'  qualifying  shares) are at the
         time directly or indirectly owned by the Company.

     1.02 Other  Interpretive  Provisions(a) . (a) The meanings of defined terms
are equally applicable to the singular and plural forms of the defined terms.

          (b) The words "hereof", "herein",  "hereunder" and similar words refer
     to this  Agreement as a whole and not to any  particular  provision of this
     Agreement; and subsection,  Section, Schedule and Exhibit references are to
     this Agreement unless otherwise specified.

          (c) (i)  The  term  "documents"  includes  any  and  all  instruments,
     documents,   agreements,   certificates,   indentures,  notices  and  other
     writings, however evidenced.

               (ii) The term  "including"  is not limiting and means  "including
          without limitation."

                                     Page 14
<PAGE>


               (iii) In the computation of periods of time from a specified date
          to a later specified date, the word "from" means "from and including";
          the words "to" and "until" each mean "to but excluding",  and the word
          "through" means "to and including."

               (iv) The term "property"  includes any kind of property or asset,
          real, personal or mixed, tangible or intangible.

          (d) Unless  otherwise  expressly  provided  herein,  (i) references to
     agreements(including  this  Agreement)  and other  contractual  instruments
     shall  be  deemed  to  include   all   subsequent   amendments   and  other
     modifications  thereto,  but only to the extent such  amendments  and other
     modifications  are not  prohibited by the terms of any Loan  Document,  and
     (ii)  references  to any  statute  or  regulation  are to be  construed  as
     including all statutory and regulatory provisions consolidating,  amending,
     replacing, supplementing or interpreting the statute or regulation.

          (e) The captions and headings of this Agreement are for convenience of
     reference only and shall not affect the interpretation of this Agreement.

          (f) This Agreement and other Loan Documents may use several  different
     limitations, tests or measurements to regulate the same or similar matters.
     All such limitations,  tests and measurements are cumulative and shall each
     be performed in accordance with their terms.

          (g) This  Agreement  and the other  Loan  Documents  are the result of
     negotiations among the Agent, the Company and the other parties,  have been
     reviewed by counsel to the Agent,  the Company and such other parties,  and
     are the products of all parties.  Accordingly,  they shall not be construed
     against  the Banks or the Agent  merely  because  of the  Agent's or Banks'
     involvement in their preparation.

    1.03  Accounting  Principles.  (a)  Unless  the  context  otherwise  clearly
requires,  all accounting terms not expressly defined herein shall be construed,
and all financial  computations  required under this Agreement shall be made, in
accordance  with  GAAP,  applied  on a  basis  consistent  (except  for  changes
concurred in by the Company's  Independent Auditor) with the most recent audited
consolidated   financial   statements  of  the  Company  and  its   Consolidated
Subsidiaries  delivered  to the  Banks,  except  that  accounting  terms used in
Sections  7.01,  7.03  and  7.05  shall  be  interpreted,   and  all  accounting
determinations and calculations  required to establish whether the Company is or
was in compliance  with the  requirements  of said Sections shall be prepared in
accordance  with generally  accepted  accounting  principles as in effect on the
date  hereof,  applied  on a basis  consistent  with  the  audited  consolidated
financial statements of the Company and its Consolidated  Subsidiaries  referred
to in Section 5.10(a).

          (b) References  herein to "fiscal year" and "fiscal  quarter" refer to
     such fiscal periods of the Company.

                                     Page 15
<PAGE>



                                   ARTICLE II
                                   THE CREDITS

     2.01 Amounts and Terms of Commitments.  Each Bank severally  agrees, on the
terms and conditions  set forth herein,  to make loans to the Company (each such
loan,  a  "Revolving  Loan")  from time to time on any  Business  Day during the
period from the Closing Date to the Revolving  Termination Date, in an aggregate
amount not to exceed at any time  outstanding the amount set forth opposite such
Bank's name on Schedule 2.01 under the heading  "Commitment" (such amount as the
same may be reduced  under  Section  2.08 or reduced or increased as a result of
one  or  more  assignments  under  Section  10.08,  such  Bank's  "Commitment");
provided,  however,  that,  after giving  effect to any  Committed  Borrowing of
Revolving  Loans, the aggregate  principal  amount of all outstanding  Committed
Loans plus the aggregate  principal  amount of all outstanding Bid Loans,  shall
not at any time  exceed  the  Aggregate  Commitment.  Within  the limits of each
Bank's  Commitment,  and subject to the other terms and conditions  hereof,  the
Company may borrow  under this  Section  2.01,  prepay  under  Section  2.09 and
reborrow under this Section 2.01.

     2.02 Loan  Accounts.  (a) The Loans made by each Bank or Designated  Bidder
shall be evidenced by one or more loan  accounts or records  maintained  by such
Bank or Designated Bidder in the ordinary course of business.  The loan accounts
or records  maintained by the Agent and each Bank or Designated  Bidder shall be
conclusive  absent  manifest  error of the amount of the Loans made by the Banks
and Designated Bidders to the Company and the interest and payments thereon. Any
failure  so to  record  or any error in doing so shall  not,  however,  limit or
otherwise affect the obligation of the Company hereunder to pay any amount owing
with respect to the Loans.

          (b) The Committed Loans made by such Bank shall be evidenced by one or
     more  notes of the  Company,  substantially  in the form of Exhibit I, with
     appropriate  insertions (the "Committed Loan Notes"),  and upon the request
     of any Bank or Designated Bidder made through the Agent, the Bid Loans made
     by such Bank or  Designated  Bidder shall be evidenced by one or more notes
     of the Company,  substantially  in the form of Exhibit J, with  appropriate
     insertions  (the "Bid  Loan  Notes"),  instead  of or in  addition  to loan
     accounts.  Each  such  Bank  or  Designated  Bidder  shall  endorse  on the
     schedules  annexed to its  Note(s) the date and amount of each Loan made by
     it,  the  maturity  (in the case of any Bid  Loan)and  the  amount  of each
     payment of principal  made by the Company with respect  thereto.  Each such
     Bank and  Designated  Bidder is  irrevocably  authorized  by the Company to
     endorse its Note(s) and each Bank's or Designated  Bidder's record shall be
     conclusive absent manifest error; provided,  however, that the failure of a
     Bank or  Designated  Bidder  to make,  or an error in  making,  a  notation
     thereon with  respect to any Loan shall not limit or  otherwise  affect the
     obligations of the Company hereunder or under any such Note to such Bank or
     Designated Bidder.

     2.03 Procedure for Committed Borrowing.  (a) Each Committed Borrowing shall
be made upon the Company's  irrevocable written notice delivered to the Agent in
the form of a Notice of  Borrowing  (which  notice must be received by the Agent
prior to 11:00 a.m. (San Francisco time) (i) at least three Business Days


                                     Page 16
<PAGE>



prior to the requested  Borrowing  Date, in the case of Offshore Rate  Committed
Loans,  and (ii) on the  requested  Borrowing  Date,  in the  case of Base  Rate
Committed Loans, specifying:

               (A) the amount of the  Committed  Borrowing,  which shall be in a
          Minimum Amount;

               (B) the requested Borrowing Date, which shall be a Business Day;

               (C) the Type of Loans comprising the Committed Borrowing; and

               (D)  the  duration  of the  Interest  Period  applicable  to such
          Committed  Loans included in such notice (subject to the provisions of
          the  definition  of  "Interest  Period"  herein).  If  the  Notice  of
          Borrowing fails to specify the duration of the Interest Period for any
          Committed  Borrowing  comprised of Offshore Rate Committed Loans, such
          Interest Period shall be three months.

          (b) The Agent will  promptly  notify  each Bank of its  receipt of any
     Notice of Borrowing and of the amount of such Bank's Pro Rata Share of that
     Committed Borrowing.

          (c) Each  Bank  will  make the  amount  of its Pro Rata  Share of each
     Committed  Borrowing  available to the Agent for the account of the Company
     at the  Agent's  Payment  Office by 1:00 p.m.  San  Francisco  time) on the
     Borrowing Date requested by the Company in funds  immediately  available to
     the Agent. The proceeds of each such Committed  Borrowing will then be made
     available  to the  Company  by the Agent at such  office by  crediting  the
     account  of the  Company  on the  books of BofA with the  aggregate  of the
     amounts  made  available  to the Agent by the  Banks  and in like  funds as
     received by the Agent, or if requested by the Company,  by wire transfer in
     accordance with written  instructions  provided to the Agent by the Company
     of such funds as received by the Agent, unless on the date of the Committed
     Borrowing all or any portion of the proceeds thereof shall then be required
     to be applied to the repayment of any outstanding Loans, in which case such
     proceeds or portion  thereof shall be applied to the payment of such Loans.
     (d) After giving effect to any Committed Borrowing,  unless the Agent shall
     otherwise  consent,  there may not be more than fifteen different  Interest
     Periods in effect in respect of all Committed Loans then outstanding.

     2.04 Conversion and Continuation Elections for Committed Borrowings(a). (a)
The Company may, upon irrevocable written notice to the Agent in accordance with
subsection 2.04(b):

               (i)  elect,  as of any  Business  Day,  in the case of Base  Rate
          Committed Loans (other than Swingline Loans), or as of the last day of
          the  applicable  Interest  Period  in the  case of any  other  Type of
          Committed Loans, to convert into Committed Loans of any other Type any
          such  Committed  Loans (or any part thereof in a Minimum  Amount);  or


                                    Page 17
 <PAGE>


               (ii) elect, as of the last day of the applicable Interest Period,
          to continue any Offshore Rate Committed Loans having Interest  Periods
          expiring on such day (or any part thereof in a Minimum Amount);

provided,  that if at any time the aggregate  amount of Offshore Rate  Committed
Loans in respect of any Committed Borrowing is reduced, by payment,  prepayment,
or  conversion  of part thereof to be less than  $5,000,000,  such Offshore Rate
Committed Loans shall automatically  convert into Base Rate Committed Loans, and
on and after such date the right of the Company to continue such Committed Loans
as, and convert such Committed  Loans into,  Offshore Rate Committed Loans shall
terminate.

     (b) The Company  shall  deliver a Notice of  Conversion/Continuation  to be
received  by the Agent not later  than 11:00 a.m.  (San  Francisco  time) (i) at
least three Business Days in advance of the  Conversion/  Continuation  Date, if
the  Committed  Loans are to be converted  into or  continued  as Offshore  Rate
Committed Loans, and (ii) on the Conversion/Continuation  Date, if the Committed
Loans are to be converted into Base Rate Committed Loans, specifying:

               (A) the proposed Conversion/Continuation Date;

               (B) the  aggregate  amount of Committed  Loans to be converted or
          continued;

               (C) the Type of  Committed  Loans  resulting  from  the  proposed
          conversion or continuation; and

               (D)  other  than  in the  case  of  conversions  into  Base  Rate
          Committed  Loans,  the  duration  of  the  requested  Interest  Period
          (subject to the  provisions  of the  definition  of "Interest  Period"
          herein).

     (c) If upon the  expiration of any Interest  Period  applicable to Offshore
Rate  Committed  Loans,  the Company has failed to select  timely a new Interest
Period to be applicable to such Offshore Rate Committed Loans, or if any Default
or Event of Default then exists,  the Company shall be deemed to have elected to
convert  such  Offshore  Rate  Committed  Loans into Base Rate  Committed  Loans
effective as of the expiration date of such Interest Period.

     (d) The Agent will promptly  notify each Bank of its receipt of a Notice of
Conversion/Continuation, or, if no timely notice is provided by the Company, the
Agent will promptly notify each Bank of the details of any automatic conversion.
All  conversions  and  continuations  shall  be made  ratably  according  to the
respective  outstanding  principal  amounts of the Committed  Loans held by each
Bank with respect to which the notice was given.

     (e) Unless the Majority Banks otherwise consent,  during the existence of a
Default or Event of Default,  the Company may not elect to have a Committed Loan
converted into or continued as an Offshore Rate Committed Loan.

                                     Page 18
<PAGE>



     (f) After giving  effect to any  conversion  or  continuation  of Committed
Loans,  unless the Agent  shall  otherwise  consent,  there may not be more than
fifteen  different  Interest Periods in effect in respect of all Committed Loans
and Bid Loans together then outstanding.

     2.05 Bid  Borrowings.  In  addition  to  Committed  Borrowings  pursuant to
Section 2.03,  each Bid Loan Bank severally  agrees that the Company may, as set
forth in Section 2.06, from time to time request the Bid Loan Banks prior to the
Revolving  Termination  Date to submit  offers to make Bid Loans to the Company;
provided, however, that the Bid Loan Banks may, but shall have no obligation to,
submit such offers and the Company may, but shall have no obligation  to, accept
any such offers, and any Bid Loan Bank may designate  Designated Bidders to make
such offers from time to time and, if such offers are  accepted by the  Company,
to make such Bid Loans;  and  provided,  further,  that at no time shall (a) the
outstanding  aggregate  principal  amount of all Bid Loans  made by all Bid Loan
Banks and Designated Bidders, plus the outstanding aggregate principal amount of
all Committed Loans made by all Banks, exceed the Aggregate  Commitment;  or (b)
unless the Agent shall otherwise consent, the number of Interest Periods for Bid
Loans then outstanding,  plus the number of Interest Periods for Committed Loans
then outstanding, exceed fifteen.

     2.06  Procedure  for Bid  Borrowings(a)  . (a) When the  Company  wishes to
request  the Bid Loan  Banks to submit  offers to make Bid Loans  hereunder,  it
shall  transmit to the Agent by telephone  call  followed  promptly by facsimile
transmission a notice in substantially the form of Exhibit G (a "Competitive Bid
Request") so as to be received no later than 8:00 a.m. (San Francisco  time) one
Business Day prior to the date of a proposed Bid Borrowing, specifying:

               (i) the date of such Bid  Borrowing,  which  shall be a  Business
          Day;

               (ii) the aggregate amount of such Bid Borrowing, which shall be a
          minimum amount of $5,000,000 or in integral multiples of $1,000,000 in
          excess thereof; and

               (iii) the duration of the  Interest  Period  applicable  thereto,
          subject to the  provisions  of the  definition  of  "Interest  Period"
          herein.

Subject to subsection 2.06(c),  the Company may not request Competitive Bids for
more than three Interest Periods in a single Competitive Bid Request and may not
request Competitive Bids more than once in any period of five Business Days.

     (b) Upon receipt of a Competitive Bid Request, the Agent will promptly send
to the Bid Loan  Banks and  Designated  Bidders  by  facsimile  transmission  an
Invitation for  Competitive  Bids,  which shall  constitute an invitation by the
Company to each Bid Loan Bank and Designated  Bidder to submit  Competitive Bids
offering to make the Bid Loans to which such  Competitive Bid Request relates in
accordance with this Section 2.06.

     (c) (i) Each Bid Loan  Bank and  Designated  Bidder  may at its  discretion
submit a  Competitive  Bid  containing  an offer or  offers to make Bid Loans in
response to any Invitation for  Competitive  Bids.  Each  Competitive  Bid shall
comply with the  requirements of this subsection  2.06(c) and shall be submitted


                                     Page 19
<PAGE>



to the Agent by  facsimile  transmission  at the Agent's  office for notices set
forth on Schedule  10.02 not later than 7:30 a.m.  (San  Francisco  time) on the
proposed  Borrowing Date;  provided that Competitive Bids submitted by the Agent
(or any Affiliate of the Agent) in the capacity of a Bid Loan Bank or Designated
Bidder  may be  submitted,  and may  only be  submitted,  if the  Agent  or such
Affiliate  notifies  the  Company of the terms of the offer or offers  contained
therein not later than 7:15 a.m. (San Francisco time) on the proposed  Borrowing
Date.

               (ii) Each Competitive Bid shall be in  substantially  the form of
          Exhibit H, specifying therein:

                    (A) the proposed Borrowing Date;

                    (B) the  principal  amount of each Bid Loan for  which  such
               Competitive Bid is being made,  which principal amount (1) may be
               equal to, greater than or less than the Commitment of the quoting
               Bid Loan Bank or the quoting Designated  Bidder's  affiliated Bid
               Loan Bank,  (2) shall be $5,000,000  or in integral  multiples of
               $1,000,000  in  excess  thereof,  and  (3)  may  not  exceed  the
               principal  amount of Bid Loans  for which  Competitive  Bids were
               requested;

                    (C) the rate of interest per annum expressed in multiples of
               1/1000th of one basis  point (the  "Absolute  Rate")  offered for
               each such Bid Loan and the Interest  Period  applicable  thereto;
               and

                    (D) the identity of the quoting Bid Loan Bank or  Designated
               Bidder.

A  Competitive  Bid may contain up to three  separate  offers by the quoting Bid
Loan Bank or Designated Bidder with respect to each Interest Period specified in
the related Invitation for Competitive Bids.

               (iii) Any Competitive Bid shall be disregarded if it:

                    (A) is not  substantially  in  conformity  with Exhibit H or
               does not specify all of the  information  required by  subsection
               (c)(ii) of this Section;

                    (B) contains qualifying, conditional or similar language;

                    (C)  proposes  terms  other than or in addition to those set
               forth in the applicable Invitation for Competitive Bids; or

                    (D) arrives after the time set forth in subsection (c)(i).

               (iv)  Notwithstanding  anything to the contrary contained in this
          subsection  2.06(c),  a Competitive Bid by BofA may contain,  and will
          not be  disregarded  if it does contain,  a restriction  on the use of
          proceeds thereof.


                                     Page 20
<PAGE>



     (d) Promptly on receipt and not later than 8:00 a.m. (San  Francisco  time)
on the proposed  Borrowing  Date, the Agent will notify the Company of the terms
(i) of any  Competitive  Bid submitted by a Bid Loan Bank or  Designated  Bidder
that is in accordance with subsection  2.06(c),  and (ii) of any Competitive Bid
that amends,  modifies or is otherwise  inconsistent with a previous Competitive
Bid  submitted  by such Bid Loan Bank or  Designated  Bidder with respect to the
same  Competitive  Bid Request.  Any such  subsequent  Competitive  Bid shall be
disregarded  by the Agent unless such  subsequent  Competitive  Bid is submitted
solely to correct a manifest  error in such former  Competitive  Bid and only if
received within the times set forth in subsection 2.06(c). The Agent's notice to
the Company shall specify (1) the  aggregate  principal  amount of Bid Loans for
which  offers have been  received  for each  Interest  Period  specified  in the
related  Competitive Bid Request;  and (2) the respective  principal amounts and
Absolute Rates so offered. Subject only to the provisions of Sections 3.02, 3.05
and 4.02 hereof and the provisions of this  subsection  (d), any Competitive Bid
shall be irrevocable  except with the written  consent of the Agent given on the
written instructions of the Company.

     (e) Not later than 8:30 a.m. (San Francisco time) on the proposed Borrowing
Date,  in the case of an Absolute  Rate  Auction,  the Company  shall notify the
Agent of its  acceptance  or  non-acceptance  of the  offers so  notified  to it
pursuant to  subsection  2.06(d).  The Company  shall be under no  obligation to
accept any offer and may choose to reject all offers. In the case of acceptance,
such notice  shall  specify the  aggregate  principal  amount of offers for each
Interest Period that is accepted.  The Company may accept any Competitive Bid in
whole or in part; provided that:

               (i) the aggregate  principal amount of each Bid Borrowing may not
          exceed the applicable amount set forth in the related  Competitive Bid
          Request;

               (ii)  the  principal  amount  of  each  Bid  Borrowing  shall  be
          $5,000,000  or in  any  integral  multiple  of  $1,000,000  in  excess
          thereof;

               (iii)  acceptance  of  offers  may  only be made on the  basis of
          ascending Absolute Rates within each Interest Period; and

               (iv) the  Company may not accept any offer that is  described  in
          subsection  2.06(c)(iii)  or that  otherwise  fails to comply with the
          requirements of this Agreement.

     (f) If offers are made by two or more Bid Loan Banks or Designated  Bidders
with the same Absolute Rates for a greater  aggregate  principal amount than the
amount in respect of which such offers are  accepted  for the  related  Interest
Period,  the  principal  amount of Bid Loans in respect of which such offers are
accepted shall be allocated by the Agent among such Bid Loan Banks or Designated
Bidders as nearly as possible (in such multiples,  not less than $1,000,000,  as
the Agent may deem appropriate) in proportion to the aggregate principal amounts
of such offers.  Determination by the Agent of the amounts of Bid Loans shall be
conclusive in the absence of manifest error.


                                     Page 21
<PAGE>




     (g) (i) The Agent will  promptly  notify  each Bid Loan Bank or  Designated
Bidder having submitted a Competitive Bid if its offer has been accepted and, if
its offer has been  accepted,  of the  amount of the Bid Loan or Bid Loans to be
made by it on the Borrowing Date.

          (ii) Each Bid Loan Bank or Designated Bidder which has received notice
     pursuant  to  subsection  2.06(g)(i)  that  its  Competitive  Bid has  been
     accepted  shall make the amounts of such Bid Loans  available  to the Agent
     for the account of the Company at the Agent's Payment Office, by 11:00 a.m.
     (San  Francisco  time),  on  such  Borrowing  Date,  in  funds  immediately
     available  to the Agent  for the  account  of the  Company  at the  Agent's
     Payment  Office.  The  proceeds of such Bid Loans will in each case then be
     made  available to the Company by the Agent at such office by crediting the
     account  of the  Company  on the  books of BofA with the  aggregate  of the
     amounts made available to the Agent by the Bid Loan Banks and in like funds
     as received by the Agent.

          (iii) Promptly  following  each Bid  Borrowing,  the Agent will notify
     each Bank and  Designated  Bidder of the ranges of bids  submitted  and the
     highest and lowest Bids accepted for each Interest Period  requested by the
     Company and the aggregate amount borrowed pursuant to such Bid Borrowing.

          (iv)  From  time to  time,  the  Company  and the Bid Loan  Banks  and
     Designated Bidders shall furnish such information to the Agent as the Agent
     may request  relating to the making of Bid Loans,  including  the  amounts,
     interest rates, dates of borrowings and maturities thereof, for purposes of
     the  allocation  of amounts  received  from the  Company for payment of all
     amounts owing hereunder.

     (h) Nothing in this  Section  2.06 shall be  construed  as a right of first
offer in favor of the Bid Loan Banks or Designated Bidders or otherwise to limit
the  ability of the  Company to request and accept  credit  facilities  from any
Person  (including  any of the Bid Loan Banks or Designated  Bidders),  provided
that no Default or Event of Default would  otherwise  arise or exist as a result
of the Company executing, delivering or performing under such credit facilities.

   2.07 Swingline  Loans(a) . (a) Subject to the  terms  and conditions  hereof,
the  Swingline  Bank  agrees  to  make a  portion  of the  Aggregate  Commitment
available to the Company by making swingline loans  (individually,  a "Swingline
Loan", and, collectively,  the "Swingline Loans") to the Company on any Business
Day during the period from the Closing Date to the Revolving Termination Date in
accordance  with the  procedures  set forth in this Section 2.07 in an aggregate
principal amount at any one time outstanding not to exceed  Twenty-Five  Million
Dollars ($25,000,000),  notwithstanding the fact that such Swingline Loans, when
aggregated  with any other  Loans made by or  participated  in by the  Swingline
Bank, may exceed the Swingline Bank's  Commitment (the amount of such commitment
of the Swingline  Bank to make Swingline  Loans to the Company  pursuant to this
subsection  2.07(a), as the same shall be reduced pursuant to subsection 2.08(b)
or as a result of any assignment pursuant to Section 10.08, the Swingline Bank's
"Swingline  Commitment");  provided,  that at no time  shall  (i) the sum of the



                                     Page 22
<PAGE>



aggregate principal amount of all outstanding Swingline Loans plus the aggregate
principal amount of all outstanding Revolving Loans plus the aggregate principal
amount of all Bid Loans exceed the Aggregate  Commitment,  or (ii) the aggregate
principal amount of outstanding Swingline Loans exceed the Swingline Commitment.
Additionally,  no more than three  Swingline Loans may be outstanding at any one
time, and all Swingline Loans shall at all times be Base Rate Committed Loans or
accrue interest at such other rate as may be agreed to by the Swingline Bank and
the Company.  Within the  foregoing  limits,  and subject to the other terms and
conditions hereof, the Company may borrow under this subsection 2.07(a),  prepay
pursuant to Section 2.09 and reborrow pursuant to this subsection 2.07(a).

     (b)  The  Company  shall  provide  the  Agent  irrevocable  written  notice
(including  notice by a telephone call confirmed  immediately  via facsimile) in
the form of a Notice of  Borrowing of any  Swingline  Loan  requested  hereunder
(which  notice must be received by the Agent prior to 1:00 p.m.  (San  Francisco
time) on the requested Borrowing Date) specifying (i) the amount to be borrowed,
which shall be in a Minimum  Amount  (unless  otherwise  agreed by the Swingline
Bank),  and (ii) the requested  Borrowing  Date,  which shall be a Business Day.
Unless the Swingline Bank has received  notice prior to 1:00 p.m. (San Francisco
time) on such  Borrowing  Date from the Agent  (including  at the request of any
Bank) (A) directing the Swingline Bank not to make the requested  Swingline Loan
as a result of the  limitations  set forth in the proviso set forth in the first
sentence of subsection 2.07(a); or (B) that one or more conditions  specified in
Article IV are not then  satisfied;  then,  subject to the terms and  conditions
hereof,  the Swingline Bank will, not later than 3:00 p.m. (San Francisco  time)
on the Borrowing Date specified in such Notice of Borrowing,  make the amount of
its  Swingline  Loan  available to the Company by  crediting  the account of the
Company on the books of BofA or if requested by the Company, by wire transfer in
accordance with written  instructions  provided to the Agent by the Company. The
Agent  will  notify  the  Banks  on a  quarterly  basis  if any  Swingline  Loan
Borrowings occurred during such quarter.

     (c) The Company shall repay to the Swingline  Bank in full on the Revolving
Termination  Date  the  aggregate   principal  amount  of  the  Swingline  Loans
outstanding on the Revolving Termination Date.

     (d) For one Business Day during each  successive 30 Business Day period the
aggregate  principal  amount of Swingline Loans shall be $0 (a "Clean-Up  Day").
The Company shall prepay the outstanding principal amount of the Swingline Loans
in whole to the extent required so that a Clean-Up Day may occur in each such 30
Business  Day period as provided in this  subsection  2.07(d)  (which  Swingline
Loans may not be reborrowed  until such  Clean-Up Day has ended);  provided that
the foregoing may be from the proceeds of Revolving Loans hereunder.

     (e) If:(i) any Swingline  Loans shall remain  outstanding at 5:00 p.m. (San
Francisco time) on the Business Day  immediately  prior to a Clean-Up Day and by
such time on such Business Day the Agent shall have received neither:

               (A) a Notice of  Borrowing  delivered  pursuant  to Section  2.03
          requesting that Revolving Loans be made pursuant to subsection 2.01 on
          the  Clean-Up  Day in an  amount  at  least  equal  to  the  aggregate
          principal amount of such Swingline Loans; nor


                                     Page 23
<PAGE>




               (B) any other notice  indicating  the  Company's  intent to repay
          such Swingline Loans with funds obtained from other sources; or

     (ii) any Swingline Loans shall remain outstanding during the existence of a
Default or Event of Default and the Swingline Bank shall in its sole  discretion
notify the Agent that the Swingline  Bank desires that such  Swingline  Loans be
converted into Revolving Loans;

then the Agent shall be deemed to have  received a Notice of Borrowing  from the
Company  pursuant to Section 2.03  requesting  that Base Rate Committed Loans be
made  pursuant  to  subsection  2.01 on such  Clean-Up  Day (in the  case of the
circumstances  described  in clause  (i)  above) or on the  first  Business  Day
subsequent  to the date of such notice from the  Swingline  Bank (in the case of
the  circumstances  described  in clause (ii)  above) in an amount  equal to the
aggregate  amount  of such  Swingline  Loans,  and the  procedures  set forth in
subsections  2.03(b)  and  2.03(c)  shall be  followed  in making such Base Rate
Committed  Loans;  provided  that such Base Rate  Committed  Loans shall be made
notwithstanding the Company's failure to comply with Section 4.02; and provided,
further,  that if a Borrowing of Revolving Loans becomes  legally  impracticable
and if so required by the Swingline  Bank at the time such  Revolving  Loans are
required to be made by the Banks in  accordance  with this  subsection  2.07(e),
each Bank agrees that in lieu of making  Revolving  Loans as  described  in this
subsection 2.07(e),  such Bank shall purchase a participation from the Swingline
Bank in the  applicable  Swingline  Loans in an amount  equal to such Bank's Pro
Rata Share of such Swingline  Loans, and the procedures set forth in subsections
2.03(b) and 2.03(c) shall be followed in  connection  with the purchases of such
participations.   Upon  such   purchases  of   participations   the   prepayment
requirements  of subsection  2.07(d) shall be deemed waived with respect to such
Swingline  Loans.  If any Swingline  Loan shall remain  outstanding in lieu of a
Borrowing of Revolving Loans as provided above,  interest on such Swingline Loan
shall be due and  payable  on  demand,  and 1% per  annum  shall be added to the
interest rate  applicable to such Swingline Loan. The proceeds of such Base Rate
Committed  Loans, or  participations  purchased,  shall be applied to repay such
Swingline  Loans. A copy of each notice given by the Agent to the Banks pursuant
to this subsection 2.07(e) with respect to the making of Revolving Loans, or the
purchases  of  participations,  shall be promptly  delivered by the Agent to the
Company.  Each Bank's  obligation in accordance  with this Agreement to make the
Revolving  Loans,  or  purchase  the  participations,  as  contemplated  by this
subsection  2.07(e),  shall be  absolute  and  unconditional  and  shall  not be
affected  by  any  circumstance,   including  (1)  any  set-off,   counterclaim,
recoupment,  defense  or other  right  which  such  Bank may  have  against  the
Swingline Bank, the Company or any other Person for any reason  whatsoever;  (2)
the occurrence or  continuance  of a Default,  an Event of Default or a Material
Adverse Effect;  or (3) any other  circumstance,  happening or event whatsoever,
whether or not similar to any of the foregoing.

     2.08 Voluntary Termination or Reduction of Commitments. (a) (a) The Company
may,  upon not less  than  three  Business  Days'  prior  notice  to the  Agent,
terminate the Commitments, or permanently reduce the Commitments,  provided that
the aggregate  amount of any partial  reduction is in a Minimum Amount;  unless,
after  giving  effect  thereto and to any  prepayments  of any Loans made on the



                                     Page 24
<PAGE>



effective date thereof, the then outstanding principal amount of the Loans would
exceed the amount of the Aggregate  Commitment.  A notice of  termination of the
Commitments  delivered by the Company may state that such notice is  conditioned
upon the effectiveness of other credit facilities, in which case such notice may
be  revoked by the  Company by notice to the Agent on or prior to the  specified
date if such  condition is not satisfied.  Once reduced in accordance  with this
Section  2.08,  the  Commitments  may not be  increased.  Any  reduction  of the
Commitments  shall be applied to each Bank  according to its Pro Rata Share.  If
and to the extent  specified by the Company in the notice to the Agent,  some or
all of the reduction in the Aggregate  Commitment shall be applied to reduce the
Swingline  Commitment.  All accrued  commitment fees to, but not including,  the
effective date of any reduction or termination of the Commitments, shall be paid
on the effective date of such reduction or termination.

     (b)  At no  time  shall  the  Swingline  Commitment  exceed  the  Aggregate
Commitment,  and any  reduction of the  Commitments  which reduces the Aggregate
Commitment  below the  then-current  amount of the  Swingline  Commitment  shall
result in an automatic  corresponding  reduction of the Swingline  Commitment to
the amount of the Aggregate Commitment, as so reduced, without any action on the
part of the Swingline Bank. At no time shall the Swingline Commitment exceed the
Commitment of the Swingline  Bank,  and any reduction of the  Commitments  which
reduces the  Commitment of the Swingline Bank below the  then-current  amount of
the Swingline Commitment shall result in an automatic corresponding reduction of
the Swingline  Commitment to the amount of the Commitment of the Swingline Bank,
as so reduced, without any action on the part of the Swingline Bank.

     2.09  Optional  Prepayments(a)  . (a) Committed  Loans.  Subject to Section
3.04,  the  Company  may,  at any time or from time to time,  upon notice to the
Agent,  ratably prepay  Committed Loans in whole or in part, in Minimum Amounts,
or, with respect to Swingline  Loans,  in other  amounts with the consent of the
Swingline  Bank.  The Company shall deliver a notice of prepayment in accordance
with  Section  10.02 to be received by the Agent not later than 10:00 a.m.  (San
Francisco  time) (i) at least three  Business Days in advance of the  prepayment
date if the Loans to be prepaid are Offshore  Rate  Committed  Loans and (ii) at
least one  Business  Day in  advance of the  prepayment  date if the Loans to be
prepaid are Base Rate  Committed  Loans.  Such notice  shall not  thereafter  be
revocable by the Company and the Agent will promptly  notify the Swingline  Bank
thereof (in the case of any prepayment of Swingline Loans) and each Bank thereof
and of such  Bank's Pro Rata Share of such  prepayment  if any.  Such  notice of
prepayment  shall specify the date and amount of such prepayment and the Type(s)
of Loans to be prepaid and whether  such  prepayment  is of Base Rate  Committed
Loans,  Offshore Rate  Committed  Loans or Swingline  Loans (or any  combination
thereof).  If such notice is given by the Company,  the Company  shall make such
prepayment  and the payment  amount  specified  in such notice  shall be due and
payable on the date specified  therein,  together with accrued  interest to each
such date on the amount of Offshore Rate Committed Loans prepaid and any amounts
required pursuant to Section 3.04.

     (b) Bid Loans. Bid Loans may not be voluntarily prepaid.

  2.10  Repayment.


                                     Page 25
<PAGE>




     (a) The  Committed  Loans.  The  Company  shall  repay to the Agent for the
account of the Banks on the Revolving  Termination Date the aggregate  principal
amount of Committed Loans outstanding on such date.

     (b) The Bid Loans.  The Company shall repay to the Agent for the account of
each Bid Loan Bank or Designated  Bidder, as the case may be, that makes any Bid
Loan the  principal  amount  of such  Bid  Loan on the last day of the  relevant
Interest Period for such Bid Loan.

  2.11  Interest(a)  . (a) (i) Each  Committed  Loan  (other than a Swingline
Loan) shall bear interest on the outstanding  principal  amount thereof from the
applicable  Borrowing Date at a rate per annum equal to the Offshore Rate or the
Base Rate, as the case may be (and subject to the Company's  right to convert to
other Types of Loans under Section 2.04), plus the Applicable Margin.  (ii) Each
Bid Loan shall bear interest on the  outstanding  principal  amount thereof from
the  relevant  Borrowing  Date at a rate per annum equal to the  Absolute  Rate.
(iii) Each  Swingline  Loan shall bear  interest  on the  outstanding  principal
amount thereof from the  applicable  Borrowing Date at a rate per annum equal to
the Base Rate plus the Applicable Margin, or at such other rate as may be agreed
to by the Swingline Bank.

     (b) Interest on each Loan shall be paid in arrears on each Interest Payment
Date.  Interest  shall also be paid on the date of any  prepayment  of Committed
Loans  under  Section  2.09 for the  portion  of the Loans so  prepaid  and upon
payment (including prepayment) in full thereof.

     (c)  Notwithstanding  subsection  (a) of this  Section,  if any  amount  of
principal of or interest on any Loan, or any other amount  payable  hereunder or
under any other Loan  Document  is not paid in full when due  (whether at stated
maturity,  by  acceleration,  demand or  otherwise),  the Company  agrees to pay
interest on such unpaid  principal  or other  amount,  from the date such amount
becomes  due until the date  such  amount is paid in full,  and after as well as
before any entry of judgment  thereon to the extent permitted by law, payable on
demand,  at a rate per annum which is  determined  by adding 1% per annum to the
Applicable  Margin then in effect for such Loans and, in the case of Obligations
not subject to an Applicable Margin, at a rate per annum equal to the Base Rate,
plus the Applicable Margin then in effect for Base Rate Committed Loans, plus 1%
per annum.

     (d) Anything herein to the contrary notwithstanding, the obligations of the
Company  to any Bank or  Designated  Bidder  hereunder  shall be  subject to the
limitation  that  payments of interest  shall not be required for any period for
which  interest  is computed  hereunder,  to the extent (but only to the extent)
that contracting for or receiving such payment by such Bank or Designated Bidder
would be  contrary  to the  provisions  of any law  applicable  to such  Bank or
Designated  Bidder  limiting the highest  rate of interest  that may be lawfully
contracted for,  charged or received by such Bank or Designated  Bidder,  and in
such event the Company shall pay such Bank or Designated  Bidder interest at the
highest rate permitted by applicable law.


                                     Page 26
<PAGE>




     2.12 Fees(a)... (a) Arrangement and Agency Fees. The Company shall pay fees
as required by the letter  agreement (the "Fee Letter")  between the Company and
the Lead Arranger and Agent dated February 29, 2000.

     (b)  Competitive  Bid Fee.  The  Company  shall pay to the  Agent,  for the
Agent's own account,  a  competitive  bid fee in the amount set forth in the Fee
Letter,  each time the Company  requests the Bid Loan Banks to submit  offers to
make Bid Loans.

     (c)  Facility  Fee.  The Company  shall pay to the Agent for the account of
each  Bank a  facility  fee on such  Bank's  Commitment,  regardless  of  usage,
computed  on a  quarterly  basis in  arrears  on the last  Business  Day of each
calendar  quarter at a rate per annum equal to the Applicable  Fee Amount.  Such
facility  fee shall accrue from the Closing  Date to the  Revolving  Termination
Date and shall be due and payable  quarterly in arrears on the last Business Day
of each quarter  following  the Closing Date through the  Revolving  Termination
Date,  with the final  payment  to be made on the  Revolving  Termination  Date;
provided  that, in connection  with any reduction or  termination of Commitments
under Section 2.08, the accrued facility fee calculated for the period ending on
such date shall also be paid on the date of such reduction or termination,  with
the following quarterly payment being calculated on the basis of the period from
such reduction or termination date to such quarterly  payment date. The facility
fee  provided  in  this   subsection   shall  accrue  at  all  times  after  the
above-mentioned  commencement  date,  including  at any time during which one or
more conditions in Article IV are not met.

     (d) Utilization  Fee. The Company shall pay to the Agent for the account of
each Bank a utilization fee on the outstanding Loans (including  Swingline Loans
and Bid  Loans) at any time that the  aggregate  outstanding  Loans  exceed  the
levels of the Aggregate  Commitment  determined in accordance with Annex I, at a
rate per annum equal to the Applicable Fee Amount. Such utilization fee shall be
computed  on a  quarterly  basis in  arrears  on the last  Business  Day of each
calendar  quarter,   shall  accrue  from  the  Closing  Date  to  the  Revolving
Termination  Date and shall be payable in  arrears on the last  Business  Day of
each quarter commencing on the last Business Day of the fiscal quarter following
the Closing Date through the Revolving  Termination Date, with the final payment
to  be  made  on  the  Revolving  Termination  Date.  The  utilization  fee,  if
applicable, will be added to the Applicable Margin.

  2.13 Computation  of  Fees  and Interest(a).  (a) All computations of interest
hereunder  when the Base Rate is determined by BofA's "prime rate" shall be made
on the basis of a year of 365 or 366 days,  as the case may be, and actual  days
elapsed.  All other computations of fees and interest shall be made on the basis
of a 360-day year and actual days elapsed  (which results in more interest being
paid than if computed on the basis of a 365-day  year).  Interest and fees shall
accrue during each period  during which  interest or such fees are computed from
the first day thereof to the last day thereof.

     (b) Each determination of an interest rate by the Agent shall be conclusive
and binding on the Company,  the Banks and the Designated Bidders in the absence
of manifest error.

     (c) The Agent will, at the request of the Company or any Bank or Designated
Bidder,  deliver to the Company or such Bank or Designated  Bidder,  as the case
may be, a statement  showing the quotations used by the Agent in determining any
interest rate.


                                     Page 27
<PAGE>



     (d)  If  any  Reference  Bank's   Commitment   terminates  (other  than  on
termination of all the Commitments),  or for any reason whatsoever any Reference
Bank ceases to be a Bank hereunder, that Reference Bank shall thereupon cease to
be a Reference  Bank,  and the Offshore Rate shall be determined on the basis of
the rates as notified by the remaining  Reference Banks;  provided that if, as a
result,  there shall only be one  Reference  Bank  remaining,  the Agent  (after
consultation with the Banks and with the consent of the Company (which shall not
be  unreasonably  withheld))  shall,  by notice to the  Company  and the  Banks,
designate  another Bank as a Reference  Bank so that there shall at all times be
at least two Reference Banks.

     (e) Each Reference Bank shall use its best efforts to furnish quotations of
rates to the Agent as contemplated  hereby.  If any of the Reference Banks fails
to supply such rates to the Agent upon its request,  the rate of interest  shall
be determined on the basis of the quotations of the remaining Reference Bank(s).

  2.14  Payments  by the  Company(a)  . (a)  Except  as  otherwise  expressly
provided herein,  all payments by the Company shall be made to the Agent for the
account of the Banks and Designated  Bidders at the Agent's Payment Office,  and
shall be made from an  account  of the  Company  maintained  within  the  United
States, in Dollars, and in immediately available funds, no later than 12:00 noon
(San  Francisco  time) on the date  specified  herein.  The Agent will  promptly
distribute  to each Bank (or  Designated  Bidder)  its Pro Rata  Share (or other
applicable share as expressly  provided herein) of such payment in like funds as
received. Any payment received by the Agent later than 12:00 noon (San Francisco
time) shall be deemed to have been  received on the  following  Business Day and
any applicable interest or fee shall continue to accrue.

     (b) Subject to the  provisions  set forth in the  definition  of  "Interest
Period" herein,  whenever any payment is due on a day other than a Business Day,
such payment shall be made on the following  Business Day, and such extension of
time shall in such case be included in the  computation  of interest or fees, as
the case may be.

     (c) Unless the Agent receives  notice from the Company prior to the date on
which any  payment is due to the Banks or  Designated  Bidders  that the Company
will not make such  payment in full as and when  required,  the Agent may assume
that the  Company  has made  such  payment  in full to the Agent on such date in
immediately available funds and the Agent may (but shall not be so required), in
reliance upon such assumption,  distribute to each Bank or Designated  Bidder on
such due date an amount  equal to the  amount  then due such Bank or  Designated
Bidder.  If and to the extent the Company  has not made such  payment in full to
the Agent,  each Bank or  Designated  Bidder  shall repay to the Agent on demand
such  amount  distributed  to such  Bank or  Designated  Bidder,  together  with
interest  thereon  at the  Federal  Funds  Rate for each day from the date  such
amount is distributed to such Bank or Designated Bidder until the date repaid.

     2.15 Payments by the Banks to the Agent(a) . (a) Unless the Agent  receives
notice from a Bank or Designated  Bidder, as the case may be, on or prior to the
Closing Date or, with respect to any  Borrowing  after the Closing  Date, on the
date of such  Borrowing,  that  such  Bank or  Designated  Bidder  will not make
available  as and when  required  hereunder  to the Agent for the account of the
Company the amount of that Bank's or  Designated  Bidder's  Loan,  the Agent may


                                     Page 28
<PAGE>



assume that such Bank or Designated Bidder has made such amount available to the
Agent in  immediately  available  funds on the Borrowing  Date and the Agent may
(but shall not be so required), in reliance upon such assumption, make available
to the  Company on such date a  corresponding  amount.  If and to the extent any
Bank or Designated  Bidder shall not have made its full amount  available to the
Agent in immediately  available  funds and the Agent in such  circumstances  has
made available to the Company such amount,  that Bank or Designated Bidder shall
on the Business Day following such Borrowing Date make such amount  available to
the Agent,  together with interest at the Federal Funds Rate for each day during
such period.  A notice of the Agent  submitted to any Bank or Designated  Bidder
with respect to amounts  owing under this  subsection  (a) shall be  conclusive,
absent manifest error. If such amount is so made available,  such payment to the
Agent shall constitute such Bank's or Designated  Bidder's Loan on the Borrowing
Date for all purposes of this Agreement. If such amount is not made available to
the Agent on the Business  Day  following  the  Borrowing  Date,  the Agent will
notify the Company of such  failure to fund and,  upon demand by the Agent,  the
Company  shall pay such  amount to the Agent for the Agent's  account,  together
with interest thereon for each day elapsed since the date of such Borrowing,  at
a rate per annum equal to the interest rate  applicable at the time to the Loans
comprising such Borrowing.

     (b) The  failure of any Bank or  Designated  Bidder to make any Loan on any
Borrowing  Date shall not  relieve  any other Bank or  Designated  Bidder of any
obligation  hereunder  to  make a Loan on such  Borrowing  Date,  but no Bank or
Designated  Bidder  shall be  responsible  for the  failure of any other Bank or
Designated  Bidder to make the Loan to be made by such other Bank or  Designated
Bidder on any Borrowing Date.

     2.16  Sharing  of  Payments,  Etc.  If,  other than as  expressly  provided
elsewhere  herein,  any Bank or Designated Bidder shall obtain on account of the
Loans  made by it any  payment  (whether  voluntary,  involuntary,  through  the
exercise of any right of set-off,  or otherwise) in excess of its Pro Rata Share
(or other  share  contemplated  hereunder)  of (i)  payments  in  respect of the
Committed  Loans  obtained by all the Banks,  or (ii) payments in respect of Bid
Loans having the same Borrowing Date,  Interest  Payment Date and maturity date,
such Bank or Designated  Bidder shall  immediately  (a) notify the Agent of such
fact,  and (b)  purchase  from the other  Banks and, if  applicable,  Designated
Bidders, such participations in the Committed Loans or Bid Loans, as applicable,
made by them as shall be necessary to cause such  purchasing  Bank or Designated
Bidder  to share  the  excess  payment  pro rata  with  each of them;  provided,
however,  that  if all or any  portion  of such  excess  payment  is  thereafter
recovered from the purchasing Bank or Designated Bidder,  such purchase shall to
that extent be rescinded and each other Bank or Designated Bidder shall repay to
the  purchasing  Bank or  Designated  Bidder the purchase  price paid  therefor,
together  with an amount  equal to such  paying  Bank's or  Designated  Bidder's
ratable  share  (according  to the  proportion  of (i) the amount of such paying
Bank's or  Designated  Bidder's  required  repayment to (ii) the total amount so
recovered  from the  purchasing  Bank or  Designated  Bidder) of any interest or
other  amount paid or payable by the  purchasing  Bank or  Designated  Bidder in
respect of the total amount so  recovered.  The Company  agrees that any Bank or
Designated Bidder so purchasing a participation  from another Bank or Designated
Bidder may, to the fullest extent  permitted by law,  exercise all its rights of
payment  (including  the right of set-off,  but  subject to Section  10.11) with
respect to such participation as fully as if such Bank or Designated Bidder were
the direct  creditor  of the  Company in the amount of such  participation.  The
Agent will keep records (which shall be conclusive and binding in the absence of

                                     Page 29
<PAGE>



manifest error) of participations  purchased under this Section 2.16 and will in
each case notify the Banks and, if applicable, Designated Bidders, following any
such purchases or repayments.

  2.17 Revolving  Termination  Date  Extensions.  (a) (a) Not  less than 30 days
and not  more  than 60 days  prior to the  Revolving  Termination  Date  then in
effect, the Company may make a written request to the Agent, who shall forward a
copy of each such request to each of the Banks,  that the Revolving  Termination
Date then in effect be  extended  to the date  which  occurs  one year after the
Revolving  Termination Date then in effect. Each request by the Company pursuant
to the  immediately  preceding  sentence  shall  specify a date (the  "Requested
Extension  Effective  Date"),  which shall be not earlier than 20 days after the
giving  of the  respective  notice  and not  later  than 15  days  prior  to the
Revolving Termination Date then in effect, as the date by which the Banks should
respond to the  requested  extension  request and which would be the date of the
effectiveness  of the change to the  Revolving  Termination  Date.  Each request
pursuant to the first sentence of this Section 2.17 shall also be accompanied by
a certificate  of an officer of the Company  stating that no Default or Event of
Default has occurred and is continuing. Each Bank, acting in its sole discretion
and with no  obligation  to grant any  extension  pursuant to this Section 2.17,
shall,  by written notice to the Company and the Agent,  such notice to be given
on or prior to the Requested  Extension  Effective Date,  advise the Company and
the Agent whether or not such Bank agrees to such  extension,  provided that any
Bank which fails to so notify the Company and the Agent as provided  above shall
be deemed to have  elected  not to grant  such  extension.  If less than all the
Banks shall agree to such extension,  the extension contemplated in this Section
may nonetheless  occur with respect to the consenting  Banks,  provided that any
such extension shall be conditioned upon an agreement to such extension by Banks
with at least 75% of the  Aggregate  Commitment.  The  Agent  shall  notify  the
Company and each of the Banks as to which  Banks have  agreed to such  extension
and as to the new Revolving  Termination Date as a result thereof,  or that such
extension shall not occur, as the case may be.

     (b) In the event that the  Revolving  Termination  Date is extended by some
but not all of the Banks,  on the existing  Revolving  Termination  Date for any
Bank not extending (each a "Non-Continuing  Bank"),  the Company shall repay all
Revolving  Loans of such  Non-Continuing  Bank,  together  with all  accrued and
unpaid  interest  thereon,  and  all  fees  and  other  amounts  owing  to  such
Non-Continuing  Bank, and upon such payment each such  Non-Continuing Bank shall
cease to constitute a Bank hereunder, except with respect to the indemnification
provisions under this Agreement,  which shall survive as to such  Non-Continuing
Bank.

  2.18 Optional  Increase in  Commitments(a).  (a) Effective  as of  the Closing
Date, or at any time thereafter  prior to the Revolving  Termination Date but no
more than once per month,  if no Default or Event of Default has occurred and is
continuing both before and after giving effect to an increase, the Company shall
have the option to increase  the  Aggregate  Commitment  by (i)  increasing  the
Commitment of one or more Banks already party to this Agreement  (each such Bank
increasing its  Commitment,  an "Increasing  Bank"),  in each case pursuant to a
Commitment  Increase  Agreement,  in  substantially  the  form of  Exhibit  L (a
"Commitment  Increase  Agreement")  and/or  (ii)  adding  one  or  more  lending
institutions not a party hereto (each such new bank, a "New Bank") as a party to
this Agreement,  in each case pursuant to a New Bank Agreement, in substantially
the form of Exhibit M (a "New Bank  Agreement").  The  effectiveness of any such
increase is subject to the satisfaction of the following conditions:

                                     Page 30
<PAGE>




                    (A) that any request for  increase of the  Commitment  of an
               Increasing  Bank be made  through the Agent (it being  understood
               that an Increasing Bank may accept or reject any increase request
               in its sole and absolute discretion);

                    (B) that the Company shall  provide prior written  notice of
               any proposed increase (whether  involving an Increasing Bank or a
               New  Bank)  to the  Agent,  at least  15  Business  Days (or such
               shorter  period as the Agent may agree to in the given  instance)
               prior to the  effectiveness of such increase,  who shall promptly
               notify the Banks;

                    (C) in the case of a  Commitment  increase by an  Increasing
               Bank,  that the  Company  and such  Increasing  Bank  shall  have
               entered into a Commitment Increase Agreement, and such Commitment
               Increase Agreement shall have been delivered to the Agent;

                    (D) in the case of an accession  hereto by a New Bank,  that
               the Company and such New Bank shall have  entered into a New Bank
               Agreement,  and such New Bank Agreement shall have been delivered
               to the Agent;

                    (E)  that  the  Swingline  Bank  and the  Agent  shall  have
               acknowledged  and accepted the Commitment  Increase  Agreement or
               New Bank Agreement,  as the case may be (such  acknowledgment and
               acceptance not to be unreasonably withheld);

                    (F) that each New Bank shall be an Eligible Assignee;

                    (G) that the Aggregate Commitment,  following such increase,
               shall not exceed $1,250,000,000;

                    (H) that any fees payable to any Increasing Bank or New Bank
               in connection with such increase shall have been paid; and

                    (I) that any other  amounts then due hereunder in connection
               therewith,  including any amounts payable under Section 3.04 as a
               result of any  assignments of Offshore Rate Committed Loans under
               subsection  2.18(b)  on a day  other  than  the  last  day  of an
               Interest Period, shall have been paid.

     (b)  Upon the  effectiveness  of any  Commitment  Increase  Agreement,  the
Commitment of the Increasing Bank party thereto shall be increased in the amount
set forth in the Commitment  Increase  Agreement,  and upon the effectiveness of
any New Bank  Agreement,  the New Bank party thereto shall be and become a party
hereto and shall  constitute a Bank hereunder with the rights and obligations of
a Bank under the Loan Documents (each such date of effectiveness,  an "Increased
Commitment  Date").  Effective on each Increased  Commitment Date, the amount of
Loans then  outstanding  and held by each Bank shall be  adjusted to reflect any
such changes in such Bank's Pro Rata Share,  subject to Section 3.04.  Each Bank

                                     Page 31
<PAGE>



having Loans then  outstanding  and whose Pro Rata Share has been decreased as a
result  of the  increase  in the  Aggregate  Commitment  shall be deemed to have
assigned, without recourse, to any Increasing Banks increasing their Commitments
and New Banks,  such portion of such Loans as shall be  necessary to  effectuate
such  adjustment.  Each Increasing Bank and New Bank shall (A) be deemed to have
assumed such portion of such Loans and (B) fund on the Increased Commitment Date
such  assumed  amounts to the Agent for the  account of the  assigning  Banks in
accordance with the provisions hereof.

     (c) The Agent shall  promptly  notify the Banks of the  Agent's  receipt of
notice of any  proposed  Commitment  increase  under  clause  (B) of  subsection
2.18(a).  Additionally,  promptly following the Increased  Commitment Date for a
Commitment  increase  the Agent  shall  cause  Schedule  2.01 to be  modified to
accurately  reflect the Commitments and Pro Rata Shares of the Banks,  whereupon
such amended  Schedule 2.01 shall be substituted for the  pre-existing  Schedule
2.01, be deemed a part of this  Agreement  without any further action or consent
of any party and be  promptly  distributed  to each Bank and the  Company by the
Agent. Within five Business Days of any Increased Commitment Date (whether as to
an Increasing Bank or a New Bank),  the Company shall execute and deliver to the
Agent (i) a replacement  Committed Loan Note in favor of each  Increasing  Bank,
evidencing  the increased  Commitment of such  Increasing  Bank,  and (ii) a new
Committed  Loan Note in favor of each New Bank, in the principal  amount of such
New Bank's  Commitment.  Additionally,  the Agent  shall  promptly  notify  each
Increasing  Bank and New Bank of the  amount of its  funding  obligations  under
subsection 2.18(b).

     (d) Any  fees  paid by the  Company  for any  such  increase  shall  not be
required to be ratable and shall be paid only to Increasing Banks, or New Banks,
as the case  may be,  as shall be  separately  agreed  from  time to time by the
Company and any such Increasing Bank or New Bank.

                                   ARTICLE III
                     TAXES, YIELD PROTECTION AND ILLEGALITY

     3.01 Taxes(a)..  (a) Unless  otherwise  required by applicable law, any and
all payments by the Company to each Bank, each Designated  Bidder,  or the Agent
under this  Agreement and any other Loan  Document  shall be made free and clear
of, and without deduction or withholding for, any Taxes.

     (b) If the  Company  shall be  required  by law to deduct or  withhold  any
United States  federal Taxes from or in respect of any sum payable  hereunder to
any Bank, any Designated Bidder or the Agent, and subject to Section 9.10, then:

          (i) the sum payable  shall be increased  as  necessary so that,  after
     making all required deductions and withholdings  (including  deductions and
     withholdings  applicable  to additional  sums payable under this  Section),
     such Bank, such Designated Bidder or the Agent, as the


                                     Page 32
<PAGE>



     case may be,  receives and retains an amount equal to the sum it would have
     received and retained had no such deductions or withholdings been made;

          (ii) the Company shall make such deductions and withholdings; and

          (iii) the Company  shall pay the full  amount  deducted or withheld to
     the relevant taxing authority in accordance with applicable law

     (c) In addition, the Company shall pay any Other Taxes.

     (d) The Company  agrees to  indemnify  and hold  harmless  each Bank,  each
Designated Bidder and the Agent for the full amount of Other Taxes, and, subject
to Section 9.10, Taxes referred to in Subsection  3.01(b).  Without limiting the
generality of the foregoing,  if the Company fails to pay any Other Taxes or any
such Taxes when due to the appropriate taxing authority or fails to remit to the
Banks and the Agent the required  documentary evidence referred to in Subsection
3.01(c)  and the  Company  received  from the Agent or the  affected  Bank prior
notice of its  obligation to make the payment of Other Taxes or such Taxes,  the
Company  agrees to indemnify  and hold  harmless each Bank and the Agent for any
incremental taxes,  interest or penalties that may become payable by any Bank or
the  Agent  as  a  result  of  any  such  failure.   Payment  pursuant  to  this
indemnification  shall be made  within  30 days  after the date such Bank or the
Agent makes written demand therefor setting forth in reasonable detail the basis
of the Company's obligation to indemnify such Bank or the Agent pursuant to this
Section 3.01.

     (e)  Within  60 days  after the date of any  payment  of any Taxes or Other
Taxes pursuant to Subsections  3.01(a), (b) or (c), the Company shall furnish to
each Bank, each Designated  Bidder and the Agent, at its address  referred to in
Section 10.02,  documentary evidence reasonably  satisfactory to each Bank, each
Designated Bidder and the Agent of payment thereof,  but only to the extent such
documentary  evidence  is  furnished  to  the  Company  by the  relevant  taxing
authority.

     (f) If the Company is required to pay any  additional  amount to the Agent,
any Designated Bidder or any Bank or any taxing authority for the account of the
Agent,  any  Designated  Bidder or any Bank pursuant to this Section  3.01,  the
Company  shall  have the  right,  upon  notice to such  Bank or such  Designated
Bidder,  to (i) prepay,  on a non-pro rata basis,  the  principal  amount or any
portion thereof held by such Bank or such  Designated  Bidder plus all interest,
fees, and other amounts owing to such Bank or such  Designated  Bidder as of the
date of such  prepayment  (including any amounts owing under Section  3.04),  or
(ii) require such Bank or such  Designated  Bidder to use reasonable  efforts to
designate  a  different  Lending  Office for funding or booking its Loan (or any
Loan participation)  hereunder or to assign its rights and obligations hereunder
to another of its offices,  branches or Affiliates,  if, in the sole judgment of
such Bank, such  designation or assignment (A) would eliminate or reduce amounts
payable  pursuant to Subsection  3.01(b) in the future and (B) would not subject
such Bank or such  Designated  Bidder to any  unreimbursed  cost or expense  and
would not otherwise be  disadvantageous  to such Bank or such Designated Bidder.
With respect to the foregoing  clause (ii) the Company  hereby agrees to pay all
reasonable costs and expenses  incurred by any Bank or any Designated  Bidder in
connection with any such designation or assignment.

                                     Page 33
<PAGE>




     (g) Each Bank and each  Designated  Bidder agrees that it will (i) take all
reasonable actions requested in writing by the Company that are without material
cost or risk to such Bank to maintain all  exemptions,  if any,  available to it
from withholding taxes (whether  available by treaty or existing  administrative
waiver),  and (ii) to the extent reasonable and without material cost or risk to
it, otherwise  cooperate with the Company to minimize any amounts payable by the
Company under this Section 3.01.

     (h) Each  non-United  States  Bank and each  non-United  States  Designated
Bidder  represents  and  warrants  to the Agent and the  Company  as of the date
hereof  that under  applicable  law and  treaties  such Bank or such  Designated
Bidder is entitled to claim the benefit of complete exemption from imposition of
United States  withholding  tax or that the income  receivable  pursuant to this
Agreement is  effectively  connected  with the conduct of a trade or business in
the United States.

  3.02  Illegality(a) . (a) If any  Bank  determines  that  the  introduction of
any  Requirement  of Law,  or any change in any  Requirement  of Law,  or in the
interpretation  or  administration  of any  Requirement  of  Law,  has  made  it
unlawful, or that any central bank or other Governmental  Authority has asserted
that it is  unlawful,  for any Bank or its  applicable  Lending  Office  to make
Offshore  Rate  Committed  Loans,  then,  on notice  thereof by such Bank to the
Company  through the Agent,  any  obligation  of that Bank to make Offshore Rate
Committed  Loans or  convert  Base  Rate  Committed  Loans  into  Offshore  Rate
Committed  Loans shall be suspended  until such Bank  notifies the Agent and the
Company  that the  circumstances  giving  rise to such  determination  no longer
exist.

     (b) If a Bank  determines that it is unlawful for such Bank to maintain any
Offshore Rate Committed  Loan, the Company shall,  upon its receipt of notice of
such fact and demand from such Bank (with a copy to the  Agent),  prepay in full
such Offshore Rate Committed Loans of that Bank then outstanding,  together with
interest accrued thereon and amounts required under Section 3.04,  either on the
last day of the Interest Period thereof,  if such Bank may lawfully  continue to
maintain such Offshore Rate Committed Loans to such day, or immediately, if such
Bank may not lawfully continue to maintain such Offshore Rate Committed Loan. If
the Company is required so to prepay any  Offshore  Rate  Committed  Loan,  then
concurrently  with such  prepayment,  the Company shall borrow from the affected
Bank, in the amount of such repayment, a Base Rate Committed Loan.

     (c) If the  obligation  of any  Bank  to  make or  maintain  Offshore  Rate
Committed  Loans has been so terminated or suspended,  the Company may elect, by
giving  notice  to such  Bank  through  the Agent  that all  Loans  which  would
otherwise be made by such Bank as Offshore Rate Committed Loans shall be instead
Base Rate Committed Loans.

     (d) Before  giving any notice to the Agent  under this  Section  3.02,  the
affected  Bank shall  designate a different  Lending  Office with respect to its
Offshore Rate Committed Loans if such designation will avoid the need for giving
such notice or making such demand and will not, in the judgment of such Bank, be
illegal or otherwise disadvantageous to such Bank.

     3.03  Increased  Costs  and  Reduction  of  Return(a)  . (a)  If  any  Bank
determines  that, due to either (i) the  introduction  of or any change in or in
the interpretation of any law or regulation (other than any such introduction or

                                     Page 34
<PAGE>



change in respect of any law or regulation  relating to Taxes or Excluded  Taxes
which shall be governed  solely by Section 3.01) or (ii) the  compliance by such
Bank with any  guideline or request from any central bank or other  Governmental
Authority  (whether or not having the force of law), there shall be any increase
in the cost to such Bank of agreeing to make or making,  funding or  maintaining
any  Offshore  Rate  Committed  Loans,  by an  amount  deemed by such Bank to be
material,  then the Company  shall be liable  for,  and shall from time to time,
within 15 days after  demand by such Bank (with a copy of such demand to be sent
to the Agent), pay to the Agent for the account of such Bank, additional amounts
as are sufficient to compensate such Bank for such increased costs.

     (b) If any Bank or  Designated  Bidder shall have  determined  that (i) the
introduction of any Capital Adequacy Regulation,  (ii) any change in any Capital
Adequacy Regulation, (iii) any change in the interpretation or administration of
any  Capital  Adequacy  Regulation  by any  central  bank or other  Governmental
Authority charged with the  interpretation or  administration  thereof,  or (iv)
compliance  by such Bank or  Designated  Bidder (or its  Lending  Office) or any
corporation controlling such Bank or Designated Bidder with any Capital Adequacy
Regulation,  affects or would affect the amount of capital  required or expected
to  be  maintained  by  such  Bank  or  Designated  Bidder  or  any  corporation
controlling such Bank or Designated Bidder and (taking into  consideration  such
Bank's, such Designated Bidder's or such corporation's  policies with respect to
capital  adequacy  and such  Bank's or  Designated  Bidder's  desired  return on
capital)  determines  that  the  amount  of  such  capital  is  increased  as  a
consequence  of  its  Commitment,  Loans,  credits  or  obligations  under  this
Agreement,  by an amount  deemed by such  Bank or such  Designated  Bidder to be
material, then, within 15 days after demand by such Bank or Designated Bidder to
the Company through the Agent,  the Company shall pay to such Bank or Designated
Bidder,  as the case may be,  from  time to time as  specified  by such  Bank or
Designated Bidder,  such additional amounts as are sufficient to compensate such
Bank or Designated Bidder for such increase.

     (c) Each Bank and each  Designated  Bidder will promptly notify the Company
and the Agent of any event of which it has knowledge,  occurring  after the date
hereof,  which will entitle such Bank or such Designated  Bidder to compensation
pursuant to this Section and will  designate a different  Lending Office if such
designation will avoid the need for, or reduce the amount of, such  compensation
and will not, in the sole judgment of such Bank or such  Designated  Bidder,  be
otherwise   disadvantageous   to   such   Bank  or   such   Designated   Bidder.
Notwithstanding the foregoing  subsections (a) and (b) of this Section 3.03, the
Company shall only be obligated to compensate any Bank or any Designated  Bidder
for any amount arising or accruing during (i) any time or period  commencing not
more than 30 days prior to the date on which such Bank or such Designated Bidder
notifies the Agent and the Company that it proposes to demand such  compensation
and  identifies  to the Agent and the Company the statute,  regulation  or other
basis upon which the claimed  compensation is or will be based and (ii) any time
or period during which, because of the retroactive  application of such statute,
regulation or other such basis, such Bank or such Designated Bidder did not know
that such amount would arise or accrue.

     3.04  Funding  Losses.  The  Company  shall  reimburse  each  Bank and each
Designated  Bidder, and hold each Bank and each Designated Bidder harmless from,
any loss or expense  which such Bank or such  Designated  Bidder may  sustain or
incur as a consequence of:

                                     Page 35
<PAGE>



     (a) the  failure of the  Company to make on a timely  basis any  payment of
principal of any Offshore Rate Committed Loan;

     (b) the failure of the  Company to borrow,  continue or convert a Committed
Loan  after the  Company  has  given  (or is  deemed to have  given) a Notice of
Borrowing or a Notice of Conversion/Continuation;

     (c) the failure of the Company to make any prepayment of any Committed Loan
in accordance with any notice delivered under Section 2.09;

     (d) the prepayment (including pursuant to Section 2.09 or 3.02(b)) or other
payment  (including after  acceleration  thereof) of any Offshore Rate Committed
Loan or Absolute Rate Bid Loan on a day that is not the last day of the relevant
Interest Period; or

     (e) the  conversion  under Section 2.04 of any Offshore Rate Committed Loan
to a Base Rate  Committed Loan on a day that is not the last day of the relevant
Interest Period;

including any such loss or expense  arising from the liquidation or reemployment
of funds  obtained by it to maintain its Offshore Rate  Committed  Loans or from
fees payable to terminate the deposits from which such funds were obtained.  For
purposes  of  calculating  amounts  payable by the  Company to the Banks and the
Designated  Bidders  under  this  Section  and under  subsection  3.03(a),  each
Offshore  Rate  Committed  Loan made by a Bank or  Designated  Bidder  (and each
related reserve,  special deposit or similar  requirement) shall be conclusively
deemed  to have  been  funded  at the  London  interbank  offered  rate  used in
determining  the  Offshore  Rate  for such  Offshore  Rate  Committed  Loan by a
matching  deposit or other  borrowing in the interbank  eurodollar  market for a
comparable amount and for a comparable period, whether or not such Offshore Rate
Committed Loan is in fact so funded.

     3.05 Inability to Determine  Rates.  If on or prior to the first day of any
Interest Period:

     (a) the Agent is advised by the  Reference  Banks that  deposits in Dollars
(in the applicable  amounts) are not being offered to the Reference Banks in the
relevant market for such Interest Period, or

     (b) the  Majority  Banks  advise  the  Agent  that the  Offshore  Rate,  as
determined by the Agent, will not adequately and fairly reflect the cost to such
Banks of funding their Offshore Rate Committed  Loans for such Interest  Period,
the Agent will  promptly so notify the Company  and each Bank.  Thereafter,  the
obligation  of the Banks to make or  maintain  Offshore  Rate  Committed  Loans,
hereunder  shall be  suspended  until  the  Agent  upon the  instruction  of the
Majority Banks revokes such notice in writing.  Upon receipt of such notice, the
Company may revoke any Notice of Borrowing or Notice of  Conversion/Continuation
then  submitted by it. If the Company does not revoke such Notice as to any such
proposed  Committed  Loans,  the Banks shall make,  convert or continue any such
Committed  Loans,  as proposed by the  Company,  in the amount  specified in the
applicable  Notice  submitted by the Company,  but such Committed Loans shall be
made,  converted or continued as Base Rate  Committed  Loans instead of Offshore
Rate Committed Loans.

                                     Page 36
<PAGE>



     3.06 Certificates of Banks and Designated  Bidders.  Any Bank or Designated
Bidder  claiming  reimbursement  or  compensation  under this  Article III shall
deliver to the Company (with a copy to the Agent) a certificate setting forth in
reasonable  detail the amount  payable  to such Bank or such  Designated  Bidder
hereunder and such certificate shall be conclusive and binding on the Company in
the absence of manifest  error. In determining any amount due under this Article
III,  a  Bank  or  Designated  Bidder  may  use  any  reasonable  averaging  and
attribution methods.

     3.07 Base Rate  Committed  Loans  Substituted  for Affected  Offshore  Rate
Committed  Loans.  If (i) the  obligation  of any  Bank to  make  Offshore  Rate
Committed Loans has been suspended pursuant to Section 3.02 or (ii) any Bank has
demanded  compensation  under Section 3.03(a) and the Company shall, by at least
five  Business  Days' prior notice to such Bank through the Agent,  have elected
that the provisions of this Section shall apply to such Bank,  then,  unless and
until such Bank notifies the Company that the circumstances  giving rise to such
suspension or demand for compensation no longer apply:

     (a) all Loans which would  otherwise be made by such Bank as Offshore  Rate
Committed  Loans,  shall be made instead as Base Rate Committed  Loans (on which
interest  and  principal  shall be payable  contemporaneously  with the  related
Offshore Rate Committed Loans of the other Banks); and

     (b) after each of its Offshore Rate  Committed  Loans has been repaid,  all
payments of principal  which would  otherwise be applied to repay such  Offshore
Rate  Committed  Loans shall be applied to repay its Base Rate  Committed  Loans
instead.

     3.08 Reserves on Offshore Rate  Committed  Loans.  The Company shall pay to
each Bank, as long as such Bank shall be required  under  regulations of the FRB
to maintain  reserves  with respect to  liabilities  or assets  consisting of or
including  Eurocurrency  funds or  deposits  (currently  known as  "Eurocurrency
liabilities"),  additional costs on the unpaid principal amount of each Offshore
Rate Committed Loan equal to the actual costs of such reserves allocated to such
Offshore  Rate  Committed  Loan by the Bank (as  determined  by the Bank in good
faith, which determination  shall be conclusive),  payable on each date on which
interest is payable on such  Committed  Loan,  provided  the Company  shall have
received at least 15 days' prior  written  notice  (with a copy to the Agent) of
such  additional  interest from the Bank. If a Bank fails to give notice 15 days
prior to the relevant  Interest Payment Date, such additional  interest shall be
payable 15 days from receipt of such notice.

     3.09  Substitution of Banks.  Upon the receipt by the Company from any Bank
(an "Affected Bank") of a claim for compensation under Section 3.03, upon notice
to the Agent from any Bank that it shall not consent to a request by the Company
for an  extension  of the  Revolving  Termination  Date  pursuant to  subsection
2.17(a), or if the Company is required to pay any additional amount to the Agent
or any Bank pursuant to Section  3.01,  the Company may: (i) request one or more
of the other  Banks to acquire  and assume all or part of such  Affected  Bank's
Loans and  Commitment;  or (ii) designate a replacement  commercial  bank (which
shall be an Eligible Assignee) satisfactory to the Company to acquire and assume
all  or a  ratable  part  of  such  Affected  Bank's  Loans  and  Commitment  (a
"Replacement Bank"); provided, however, that the Company shall be liable for the
payment upon demand of all costs and other amounts arising under Section 3.04

                                     Page 37
<PAGE>



that result from the acquisition of any Affected  Bank's Loan and/or  Commitment
(or any portion thereof) by a Bank or Replacement Bank, as the case may be, on a
date other than the last day of the applicable  Interest  Period with respect to
any Offshore Rate Committed  Loan then  outstanding.  Any such  designation of a
Replacement  Bank under  clause (i) shall be effected in  accordance  with,  and
subject to the terms and conditions of, the assignment  provisions  contained in
Section 10.08, and shall in any event be subject to the prior written consent of
the Agent and the  Swingline  Bank  (which  consents  shall not be  unreasonably
withheld).

  3.10  Survival.  The  agreements  and  obligations  of the  Company in this
Article III shall survive the payment of all other Obligations.

                                   ARTICLE IV
                              CONDITIONS PRECEDENT

     4.01  Conditions  of Initial  Loans.  The  obligation  of each Bank and the
Swingline Bank to make its initial Committed Loan hereunder,  and the obligation
of each Bid Loan Bank and  Designated  Bidder to receive  through  the Agent the
initial  Competitive  Bid Request,  is subject to the  condition  that the Agent
shall have received on or before the Closing Date all of the following,  in form
and substance  satisfactory to the Agent and each Bank, and in sufficient copies
for each Bank:

     (a) Credit  Agreement  and Notes.  This  Agreement  executed  by each party
hereto, and the Committed Loan Notes executed by the Company;

     (b) Resolutions; Incumbency.

               (i) Copies of the  resolutions  of the board of  directors of the
          Company authorizing the transactions contemplated hereby, certified as
          of the Closing Date by the Secretary or an Assistant  Secretary of the
          Company; and

               (ii) A certificate of the Secretary or Assistant Secretary of the
          Company, dated the Closing Date, certifying the names, titles and true
          signatures  of the  officers  of the  Company  authorized  to execute,
          deliver and perform, as applicable, this Agreement, and all other Loan
          Documents to be delivered by it hereunder;

     (c) Organization Documents; Good Standing. Each of the following documents:

               (i) the articles or certificate of  incorporation  and the bylaws
          of the  Company as in effect on the  Closing  Date,  certified  by the
          Secretary  or  Assistant  Secretary  of the  Company as of the Closing
          Date; and


                                     Page 38
<PAGE>




               (ii)  good  standing   certificates  for  the  Company  from  the
          Secretary of State (or similar,  applicable Governmental Authority) of
          its state of incorporation and the state of its principal offices;

     (d) Legal Opinions.

               (i) an opinion of Thomas R. Saldin,  Executive Vice-President and
          General  Counsel  to the  Company,  dated as of the  Closing  Date and
          addressed  to the Agent and the  Banks,  substantially  in the form of
          Exhibit D; and

               (ii) a  favorable  opinion of  Brobeck,  Phleger & Harrison  LLP,
          special counsel to the Agent, dated as of the Closing Date.

     (e) Payment of Fees.  Evidence of payment by the Company of all accrued and
unpaid  fees,  costs and  expenses  to the  extent  then due and  payable on the
Closing Date,  together with Attorney Costs of BofA and the Lead Arranger to the
extent invoiced prior to or on the Closing Date, plus such additional amounts of
Attorney Costs as shall constitute BofA's reasonable  estimate of Attorney Costs
incurred or to be incurred by it through the closing proceedings  (provided that
such estimate shall not thereafter  preclude final settling of accounts  between
the Company and BofA), including any such costs, fees and expenses arising under
or referenced in Sections 2.12 and 10.04;

     (f) Certificate. A certificate signed by a Responsible Officer, dated as of
the Closing Date, stating that:

               (i) the representations and warranties contained in Article V are
          true and  correct on and as of such date,  as though made on and as of
          such date;

               (ii) no Default or Event of Default  exists or would  result from
          the initial Borrowing; and

               (iii)  there has  occurred  since  January 28, 1999 (or since the
          date of any Form 10-Q or other public disclosure document filed by the
          Company with the SEC prior to the Closing Date, to the extent any such
          event or  circumstance  is  disclosed in such  document),  no event or
          circumstance  that has  resulted  or could  reasonably  be expected to
          result in a Material Adverse Effect;

     (g) Existing Credit Facilities. Evidence satisfactory to the Agent that the
commitments  to extend  credit under the Existing  Credit  Facilities  have been
terminated  and that all  principal,  interest,  charges and fees due thereunder
have been paid or that arrangements reasonably satisfactory to the Agent for the
payment  thereof  have been made by the Company (the Company and each Bank party
hereto that is a lender under the Existing Credit Facilities  acknowledging that
such commitments shall be terminated simultaneously with the closing hereunder);

     (h)  Documents  and Actions  Relating to the 364-Day  Credit  Agreement.  A
certificate  of a  Responsible  Officer  of  the  Company  certifying  that  all
conditions  precedent to the closing of the 364-Day Credit  Agreement shall have

                                     Page 39
<PAGE>



been satisfied in accordance  with the terms and conditions  thereof (other than
any conditions relating to the closing of the transactions  contemplated by this
Agreement); and

               (i) Other Documents. Such other approvals, opinions, documents or
         materials as the Agent or any Bank may reasonably request.

     4.02  Conditions  to All  Borrowings.  The  obligation of each Bank and the
Swingline  Bank to make any Committed  Loan to be made by it, and the obligation
of any Bid Loan Bank or  Designated  Bidder to make any Bid Loan as to which the
Company has accepted the relevant  Competitive Bid (including its initial Loan),
is subject to the  satisfaction  of the  following  conditions  precedent on the
relevant Borrowing Date:

     (a) Notice of  Borrowing.  As to any Committed  Loan,  the Agent shall have
received a Notice of Borrowing;


     (b) Continuation of Representations and Warranties. The representations and
warranties  in Article V shall be true and  correct on and as of such  Borrowing
Date with the same effect as if made on and as of such Borrowing Date (except to
the extent such  representations  and warranties  expressly  refer to an earlier
date, in which case they shall be true and correct as of such earlier date;  and
except that this subsection (b) shall be deemed instead to refer to the last day
of the most recent  quarter and year for which  financial  statements  have then
been  delivered,  and to the most recent Form 10-K filed by the Company with the
SEC, in respect of the representations and warranties made in Section 5.10(a));

     (c) No Material  Adverse Effect.  There has occurred since January 28, 1999
(or since the date of any Form 10-Q or other public disclosure document filed by
the Company with the SEC prior to the Closing Date, to the extent any such event
or circumstance is disclosed in such  document),  no event or circumstance  that
has  resulted or could  reasonably  be expected to result in a Material  Adverse
Effect; and

     (d) No  Existing  Default.  No Default or Event of Default  shall  exist or
shall result from such Borrowing.

Each Notice of Borrowing and  Competitive  Bid Request  submitted by the Company
hereunder  shall  constitute  a  representation  and  warranty  by  the  Company
hereunder,  as of the  date  of  each  such  notice  or  request  and as of each
Borrowing Date, that the conditions in this Section 4.02 are satisfied.

                                   ARTICLE V
                         REPRESENTATIONS AND WARRANTIES

         The Company represents and warrants to the Agent and each Bank that:

     5.01  Corporate  Existence  and Power.  The Company is a  corporation  duly
incorporated,  validly existing and in good standing under the laws of Delaware,
and has all corporate powers and all material governmental licenses,

                                     Page 40
<PAGE>



authorizations,  consents and approvals required to carry on its business as now
conducted.

     5.02  Subsidiaries.  Each  of the  Company's  corporate  Subsidiaries  is a
corporation duly  incorporated,  validly existing and in good standing under the
laws of its jurisdiction of incorporation,  and has all corporate powers and all
material governmental licenses, authorizations,  consents and approvals required
to carry on its business as now conducted.

     5.03  Corporate  and  Governmental  Authorization;  No  Contravention.  The
execution,  delivery and  performance  by the Company of the Loan  Documents are
within  the  Company's  corporate  powers,  have  been  duly  authorized  by all
necessary  corporate  action,  require no action by or in respect  of, or filing
with, any Governmental Authority and do not contravene,  or constitute a default
under,  any provision of applicable  law or regulation or of the  certificate of
incorporation  or  by-laws  of  the  Company  or  of  any  agreement,  judgment,
injunction, order, decree or other instrument binding upon the Company or result
in the creation or  imposition of any Lien on any asset of the Company or any of
its Subsidiaries.

     5.04 Binding  Effect.  This Agreement and each other Loan Document to which
the Company is a party constitutes a valid and binding agreement of the Company,
and each Note,  when executed and delivered in accordance  with this  Agreement,
will  constitute  a valid and binding  obligation  of the  Company,  enforceable
against the Company in accordance with their respective terms.

     5.05 Litigation. Except as disclosed in the Company's 1998 Form 10-K, there
is no action,  suit or proceeding  pending  against,  or to the knowledge of the
Company threatened against or affecting,  the Company or any of its Subsidiaries
before any court or arbitrator or any Governmental Authority in which there is a
reasonable  possibility  of an  adverse  decision  which  could  have a Material
Adverse Effect.

     5.06 ERISA  Compliance.  Each member of the ERISA Group has  fulfilled  its
obligations  under  the  minimum  funding  standards  of ERISA and the Code with
respect to each Plan and is in  compliance  in all  material  respects  with the
presently applicable provisions of ERISA and the Code with respect to each Plan.

     5.07 Use of Proceeds; Margin Regulations.  The proceeds of the Loans are to
be used solely for the purposes  set forth in and  permitted by Section 6.08 and
Section 7.04.

     5.08 Title to Properties;  Liens. The Company and each Subsidiary have good
record and marketable  title in fee simple to, or valid leasehold  interests in,
all real property  necessary or used in the ordinary conduct of their respective
businesses,  except for such defects in title as could not,  individually  or in
the aggregate,  have a Material Adverse Effect.  The property of the Company and
its  Subsidiaries  is subject to no Liens,  other  than  Liens  permitted  under
Section 7.01.

     5.09 Taxes. The Company and its  Subsidiaries  have filed all United States
Federal income tax returns and all other material tax returns which are required
to be filed by them and have paid all  taxes due  pursuant  to such  returns  or
pursuant to any assessment received by the Company or any Subsidiary, other than
any such taxes being contested in good faith and for which appropriate reserves

                                     Page 41
<PAGE>



have been established on the books and records of the Company in accordance with
GAAP.  The  charges,  accruals  and reserves on the books of the Company and its
Subsidiaries  in  respect of taxes or other  governmental  charges  are,  in the
opinion of the Company, adequate.

     5.10 Financial  Information(a) . (a) The consolidated  balance sheet of the
Company and its Consolidated Subsidiaries as of January 28, 1999 and the related
consolidated statements of earnings, cash flows and stockholders' equity for the
fiscal  year then  ended,  reported  on by Deloitte & Touche and set forth or as
incorporated  by reference in the Company's  1998 Form 10-K, a copy of which has
been delivered to each of the Banks,  fairly  present,  in conformity with GAAP,
the  consolidated  financial  position  of  the  Company  and  its  Consolidated
Subsidiaries  as of such date and their  consolidated  results of operations and
cash flows for such fiscal year.

     (b)  The  unaudited  consolidated  balance  sheet  of the  Company  and its
Consolidated  Subsidiaries  as of October  29,  1999 and the  related  unaudited
consolidated  statements  of earnings and cash flows for the  thirty-nine  weeks
then ended,  set forth in the Company's  quarterly  report for the third quarter
ended October 29, 1999 filed with the SEC on Form 10-Q, a copy of which has been
delivered to each of the Banks,  fairly present, in conformity with GAAP applied
on a basis  consistent with the financial  statements  referred to in Subsection
5.10(a), the consolidated financial position of the Company and its Consolidated
Subsidiaries  as of such date and their  consolidated  results of operations and
cash  flows  for such  thirty-nine  week  period  (subject  to  normal  year-end
adjustments).

     (c)  Since  January  28,  1999 (or since the date of any Form 10-Q or other
public  disclosure  document  filed by the  Company  with  the SEC  prior to the
Closing Date, to the extent any such event or  circumstance is disclosed in such
document), there has been no Material Adverse Effect.

     5.11  Environmental  Matters.  In the ordinary course of its business,  the
Company considers the effect of Environmental  Laws on the business,  operations
and properties of the Company and its Subsidiaries as such business,  operations
and  properties  exist at the time.  On this basis,  the Company has  reasonably
concluded that  Environmental  Laws at the time in effect are unlikely to have a
Material Adverse Effect.

     5.12 Regulated Entities.  The Company is not an "Investment Company" within
the meaning of the Investment Company Act of 1940. The Company is not subject to
regulation  under the Public  Utility  Holding  Company Act of 1935, the Federal
Power Act, the Interstate  Commerce Act, any state public utilities code, or any
other  Federal or state  statute or  regulation  limiting  its  ability to incur
Indebtedness.

     5.13  Insurance.  The  properties  of  the  Company  and  its  Consolidated
Subsidiaries  are  insured  with  financially  sound  and  reputable   insurance
companies not Affiliates of the Company, in such amounts,  with such deductibles
(and  with such risk  retention)  and  covering  such  risks as are  customarily
carried by companies engaged in similar businesses and owning similar properties
in localities where the Company or such Subsidiary operates.

                                     Page 42
<PAGE>



     5.14 Full Disclosure.  All information  heretofore furnished by the Company
to the Agent or any Bank for purposes of or in connection with this Agreement or
any  transaction  contemplated  hereby  is, and all such  information  hereafter
furnished  by the Company to the Agent or any Bank will be, true and accurate in
all  material  respects  on the date as of which such  information  is stated or
certified.

     5.15 Year 2000.  The Company has (a)  completed a review and  assessment of
critical areas within its and each of its Subsidiaries'  business and operations
(including  those  affected by customers  and  vendors)  that could be adversely
affected  by  the  "Year  2000  Problem"   (that  is,  the  risk  that  computer
applications and devices containing  imbedded computer chips used by the Company
or any of its Subsidiaries  (or their  respective  customers and vendors) may be
unable to recognize  and perform  properly  date-sensitive  functions  involving
certain dates prior to and after  December 31,  1999),  (b) developed a plan and
timeline  for  addressing  the Year  2000  Problem  on a timely  basis,  and (c)
substantially  completed  implementation  of that plan in  accordance  with that
timetable. The Year 2000 Problem has not resulted in, and the Company reasonably
believes  that the Year 2000  Problem  will not result  in, a  Material  Adverse
Effect.

                                   ARTICLE VI
                              AFFIRMATIVE COVENANTS

         So long as any Bank shall have any Commitment hereunder, or any Loan or
other Obligation  shall remain unpaid or unsatisfied,  unless the Majority Banks
waive compliance in writing:

  6.01 Information. The Company will deliver to each of the Banks:

     (a) as soon as available  and in any event within 120 days after the end of
each fiscal year of the Company, a consolidated balance sheet of the Company and
its Consolidated  Subsidiaries as of the end of such fiscal year and the related
consolidated  statements of earnings,  cash flows and  stockholders'  equity for
such fiscal year, setting forth in each case in comparative form the figures for
the previous  fiscal year, all reported on in a manner  acceptable to the SEC by
Deloitte  &  Touche  or  other  independent  public  accountants  of  nationally
recognized  standing  (the  "Independent  Auditor").  Such  report  shall not be
qualified  as to (i) going  concern or (ii) any  limitation  in the scope of the
audit;

     (b) as soon as  available  and in any event within 60 days after the end of
each  of the  first  three  quarters  of each  fiscal  year  of the  Company,  a
consolidated  balance sheet of the Company and its Consolidated  Subsidiaries as
of the end of such quarter and the related  consolidated  statements of earnings
for such quarter and for the portion of the  Company's  fiscal year ended at the
end of such quarter and the related consolidated statement of cash flows for the
portion of the Company's  fiscal year ended at the end of such quarter,  setting
forth in comparative  form the  corresponding  statements for the  corresponding
portions of the Company's previous fiscal year, all certified (subject to normal
year-end  adjustments) as to fairness of  presentation,  GAAP and consistency by
the chief financial officer or the chief accounting officer of the Company;

                                     Page 43
<PAGE>




     (c)  simultaneously  with the delivery of each set of financial  statements
referred to in clauses (a) and (b) above, a Compliance  Certificate of the chief
financial officer or the chief accounting officer of the Company;

     (d)  simultaneously  with the delivery of each set of financial  statements
referred to in  subsection  (a), a statement of the  Independent  Auditor  which
reported on such statements (i) whether  anything has come to their attention to
cause them to believe  that any Default  existed on the date of such  statements
and (ii)  confirming the  calculations  set forth in the Compliance  Certificate
delivered simultaneously therewith pursuant to subsection (c);

     (e)  forthwith  upon the  occurrence of any Default,  a certificate  of the
chief financial  officer or the chief accounting  officer of the Company setting
forth the details thereof and the action which the Company is taking or proposes
to take with respect thereto;

     (f) promptly upon the mailing  thereof to the  shareholders  of the Company
generally,  copies of all financial statements,  reports and proxy statements so
mailed and not previously delivered to each Bank pursuant to this Section 6.01;

     (g) promptly upon the filing thereof, copies of all registration statements
(other than the exhibits thereto and any registration  statements on Form S-8 or
its equivalent)  and reports on Forms 10-K, l0-Q and 8-K (or their  equivalents)
which the Company shall have filed with the SEC and not previously  delivered to
each Bank pursuant to this Section 6.01;

     (h) if and when any member of the ERISA  Group (i) gives or is  required to
give notice to the PBGC of any "reportable event" (as defined in Section 4043 of
ERISA) with respect to any Plan which might constitute grounds for a termination
of such Plan under Title IV of ERISA,  or knows that the plan  administrator  of
any Plan has given or is required to give notice of any such reportable event, a
copy of the notice of such reportable event given or required to be given to the
PBGC;  (ii) receives  notice of complete or partial  withdrawal  liability under
Title IV of ERISA, or notice that any Multiemployer  Plan is in  reorganization,
is  insolvent or has been  terminated,  a copy of such  notice;  (iii)  receives
notice from the PBGC under Title IV of ERISA of an intent to  terminate,  impose
liability  (other than for premiums  under Section 4007 of ERISA) in respect of,
or appoint a trustee to administer any Plan, a copy of such notice; (iv) applies
for a waiver of the minimum  funding  standard  under Section 412 of the Code, a
copy of such application; (v) gives notice of intent to terminate any Plan under
Section 4041(c) of ERISA, a copy of such notice and other information filed with
the PBGC; (vi) gives notice of withdrawal from any Plan pursuant to Section 4063
of  ERISA,  a copy of such  notice;  or  (vii)  fails  to make  any  payment  or
contribution  to any Plan or  Multiemployer  Plan or in respect  of any  Benefit
Arrangement or makes any amendment to any Plan or Benefit  Arrangement which has
resulted or could result in the imposition of a Lien or the posting of a bond or
other  security,  a  certificate  of the chief  financial  officer  or the chief
accounting  officer of the Company  setting forth details as to such  occurrence
and action, if any, which the Company or applicable member of the ERISA Group is
required or proposes to take; and

          (i)  from  time to time  such  additional  information  regarding  the
     consolidated financial position of the Company as the Agent, at the request
     of any Bank, may reasonably request.

                                     Page 44
<PAGE>



As to any information  contained in materials  furnished  pursuant to subsection
6.01(g),   the  Company  shall  not  be  separately  required  to  furnish  such
information under subsection (a) or (b) above, but the foregoing shall not be in
derogation  of the  obligation  of the  Company to furnish the  information  and
materials  described  in  subsection  (a) and (b) above at the  times  specified
therein.

     6.02 Conduct of Business and  Maintenance  of  Existence.  The Company will
continue,  and will cause each Subsidiary to continue,  to engage in business of
the same general type as now conducted by the Company and its Subsidiaries,  and
will  preserve,  renew and keep in full  force and  effect,  and will cause each
Subsidiary to preserve, renew and keep in full force and effect their respective
corporate  existence and their  respective  rights,  privileges  and  franchises
necessary  or desirable in the normal  conduct of  business;  provided  that the
Company  may (a)  discontinue  operations  or dispose of  property in the normal
conduct of its business and (b) cause the  dissolution  of  Subsidiaries  or the
merger of a  Subsidiary  into the Company or into another  Subsidiary  as it may
from time to time  reasonably  deem necessary or desirable in the conduct of its
business.

     6.03  Maintenance  of Property.  The Company will keep, and will cause each
Subsidiary  to keep,  all property  useful and necessary in its business in good
working order and condition,  ordinary wear and tear excepted; provided that the
Company and each of its Subsidiaries  may discontinue  operations and dispose of
property in the normal conduct of its business.

     6.04 Insurance.  The Company will maintain,  and will cause each Subsidiary
to maintain with financially sound and reputable insurance companies,  insurance
on all their real and personal  property in at least such amounts and against at
least such risks (and with such risk  retention) as are usually  insured against
by companies of established  repute  engaged in the same or similar  business as
the Company or such  Subsidiary,  and the Company will  promptly  furnish to the
Banks such information as to insurance carried as may be reasonably requested in
writing by the Agent.

     6.05 Payment of Obligations.  The Company will pay and discharge,  and will
cause each  Subsidiary to pay and discharge,  at or before  maturity,  all their
respective  material  obligations and  liabilities,  including tax  liabilities,
except where the same may be contested in good faith by appropriate proceedings,
and will  maintain,  and will cause each  Subsidiary to maintain,  in accordance
with GAAP, appropriate reserves for the accrual of any of the same.

     6.06  Compliance  with  Laws.  The  Company  will  comply,  and cause  each
Subsidiary  to  comply,  in all  material  respects  with all  applicable  laws,
ordinances,  rules,  regulations,  and requirements of Governmental  Authorities
(including  Environmental  Laws  and  ERISA),  except  where  the  necessity  of
compliance  therewith is contested in good faith by appropriate  proceedings and
non-compliance  during  the  period  of such  contest  could not  reasonably  be
expected to have a Material Adverse Effect.

     6.07 Inspection of Property,  Books and Records. The Company will keep, and
will cause each Subsidiary to keep,  proper books of record and account in which
full, true and correct entries shall be made of all dealings and transactions in
relation to its business and activities. Upon the occurrence and during the

                                     Page 45
<PAGE>



continuance  of a  Default,  the  Company  will  permit,  and  will  cause  each
Subsidiary to permit,  representatives  of any Bank at such Bank's  expense,  to
examine any of their  respective books and records (except as they relate to the
Company's  trade secrets or other  proprietary  information of the Company other
than any information  required to be delivered to the Banks by the Company under
Section 6.01) and to discuss their  respective  finances and accounts with their
respective officers,  employees and independent public accountants,  all at such
reasonable times and as often as may reasonably be desired.

     6.08 Use of Proceeds.  The proceeds of the Loans made under this  Agreement
will be used by the Company for  commercial  paper  back-up  liquidity and other
lawful corporate purposes.

     6.09 Further Assurances. Promptly upon request by the Agent or the Majority
Banks, the Company shall do, execute, acknowledge, and deliver, any and all such
further acts,  certificates,  assurances and other instruments the Agent or such
Banks, as the case may be, may reasonably  require from time to time in order to
carry out more  effectively  the  purposes of this  Agreement  or any other Loan
Document.

                                  ARTICLE VII
                               NEGATIVE COVENANTS

         So long as any Bank shall have any Commitment hereunder, or any Loan or
other Obligation  shall remain unpaid or unsatisfied,  unless the Majority Banks
waive compliance in writing:

     7.01  Limitation  on  Liens.  Neither  the  Company  nor  any  Consolidated
Subsidiary  will  create,  assume  or  suffer to exist any Lien on any asset now
owned or hereafter acquired by it, except:

     (a) Liens  existing  on the date of this  Agreement  securing  Indebtedness
outstanding on the date of this Agreement in an aggregate  principal  amount not
exceeding $500,000,000;

     (b) any Lien  existing  on any  specific  tangible  asset or  assets of any
Person at the time such Person becomes a Consolidated Subsidiary and not created
in contemplation of such event, subject to subsection 7.01(e);

     (c) any Lien on any asset securing Indebtedness incurred or assumed for the
purpose  of  financing  all or any part of the  cost of  acquiring  such  asset,
provided that (i) in the case of land  acquired for the purpose of  constructing
new business or operating  facilities  thereon,  (A) such Lien  attaches to such
land within 24 months after the acquisition thereof and (B) construction of such
new business or operating facilities thereon is substantially complete within 24
months  after  the  acquisition  of such  land and (ii) in the case of any asset
other than an asset of the type described in the preceding clause (i), such Lien
attaches  to  such  asset  concurrently  with  or  within  180  days  after  the
acquisition thereof;

                                     Page 46
<PAGE>



     (d) any  Lien on any  specific  tangible  asset  or  assets  of any  Person
existing  at the time such  Person is  merged or  consolidated  with or into the
Company or a Consolidated  Subsidiary and not created in  contemplation  of such
event, subject to subsection 7.01(e);

     (e) any Lien existing on any specific tangible asset or assets prior to the
acquisition thereof by the Company or a Consolidated  Subsidiary and not created
in  contemplation  of such  acquisition;  provided  that in the case of any Lien
permitted under this  subsection (e) or under  subsections (b) and (d), any such
Lien does not by its terms  cover any such  tangible  assets  after the time the
Company  directly or  indirectly  acquires  such  assets  which were not covered
immediately  prior  thereto,  and any such Lien does not by its terms secure any
Indebtedness other than Indebtedness  existing  immediately prior to the time of
acquisition of such assets;

     (f)  any  Lien  arising  out  of the  refinancing,  extension,  renewal  or
refunding  of any  Indebtedness  secured  by any  Lien  permitted  by any of the
foregoing  clauses  of this  Section,  provided  that such  Indebtedness  is not
increased and is not secured by any additional  assets; (g) Liens arising in the
ordinary course of its business which (i) do not secure Indebtedness and (ii) do
not in the  aggregate  materially  detract  from  the  value  of its  assets  or
materially impair the use thereof in the operation of its business;

     (h)  Liens  arising  from  the  Company's  or a  Subsidiary's  pledging  of
equipment,  not otherwise  permitted by the  foregoing  clauses of this Section,
securing  Indebtedness in an aggregate  principal amount at any time outstanding
not to exceed $500,000,000; and

     (i)  Liens on real  property;  provided  that the  aggregate  value of real
property  owned by the Company (not  including  for purposes of this proviso any
real  property  acquired  or held by the  Company  subject to the  interest of a
lessor under a capital lease relating to such real property), as determined on a
lower of cost or Fair  Market  Value  basis  (as  defined  below),  exceeds  the
aggregate  principal  amount  of  Indebtedness  secured  by Liens  on such  real
property in an amount not less than $250,000,000.

         For the  purposes  of Section  7.01,  "Fair  Market  Value"  means with
respect to any real  property of the Company or any  Subsidiary  at any date the
open market cash purchase price that an informed and willing purchaser would pay
for such real property in an arm's-length  transaction to a willing and informed
owner  under no  compulsion  to sell,  all as  determined  (i) if no Default has
occurred and is  continuing,  at the option of the Majority  Banks either (A) in
good  faith by the Board of  Directors  of the  Company  or (B) by an  appraisal
conducted by an independent appraiser satisfactory to the Agent and the Company,
the cost of such  appraisal  to be shared  equally by the Company and the Banks,
and (ii) if a Default has occurred and is continuing,  by an appraisal conducted
by an independent appraiser  satisfactory to the Agent and the Company, the cost
of such appraisal to be borne solely by the Company.

     7.02  Disposition of Assets.  The Company will not (i) consolidate or merge
with or into any other  Person or (ii)  directly or  indirectly  sell,  lease or
otherwise  transfer all or any substantial part of the assets of the Company and
its Consolidated Subsidiaries, considered as a whole, to any other Person;


                                     Page 47
<PAGE>



provided  that the Company may merge with  another  Person if (A) the Company is
the Person surviving such merger and (B) immediately after giving effect to such
merger, no Default shall have occurred and be continuing.

     7.03 Limitation on Subsidiary Indebtedness and Swap Contracts.  The Company
shall not permit any Subsidiary to create,  incur,  assume,  suffer to exist, or
otherwise  become or remain  directly or indirectly  liable with respect to, any
Indebtedness or Swap Contracts except:

     (a) Indebtedness incurred pursuant to this Agreement;

     (b)  endorsements  for  collection  or  deposit in the  ordinary  course of
business;

     (c) Swap  Contracts  outstanding  as of the  Closing  Date or entered  into
thereafter in the ordinary course of business;

     (d) Surety Instruments in the ordinary course of business;

     (e)  Indebtedness  existing on the Closing  Date in an amount not to exceed
$3,200,000,000;

     (f) Indebtedness  secured by Liens permitted by subsections  7.01(b),  (c),
(d), (e) and (i);

     (g) capital leases entered into by any Subsidiary after the Closing Date to
finance the acquisition of equipment;

     (h) Indebtedness of Wholly-Owned  Consolidated  Subsidiaries of the Company
to  the  Company  or to  other  Wholly-Owned  Consolidated  Subsidiaries  of the
Company; and

     (i) additional  Indebtedness  incurred after the Closing Date not exceeding
$500,000,000 in aggregate principal amount at any time outstanding.

  7.04 Use of Proceeds.

     (a) The Company  shall not,  and shall not suffer or permit any  Subsidiary
to,  use any  portion  of the Loan  proceeds,  directly  or  indirectly,  (i) to
purchase  or  carry  Margin  Stock,   (ii)  to  repay  or  otherwise   refinance
Indebtedness  of the Company or others  incurred  to  purchase  or carry  Margin
Stock,  (iii) to extend  credit for the purpose of  purchasing  or carrying  any
Margin Stock or (iv) for any other purpose which violates  Regulations T, U or X
of the FRB.

     (b) The Company shall not,  directly or indirectly,  use any portion of the
Loan proceeds to purchase  during the  underwriting  period,  or for thirty days
thereafter,  Ineligible Securities underwritten by the Arranger. The Arranger is
a  wholly-owned   subsidiary  of  BankAmerica   Corporation   and  a  registered
broker-dealer  which is permitted to underwrite  and deal in certain  Ineligible
Securities;  and  "Ineligible  Securities"  means  securities  which  may not be
underwritten  or dealt in by member  banks of the Federal  Reserve  System under
Section 16 of the Banking Act of 1933 (12 U.S.C. ss. 24, Seventh).


                                     Page 48
<PAGE>



     7.05 Minimum Consolidated  Tangible Net Worth. The Company shall not permit
its Consolidated  Tangible Net Worth at any time to be less than $2,100,000,000;
provided  that upon (a) the  purchase  from time to time of common  stock of the
Company  by the  Company  from one or more of the  J.A.  and  Kathryn  Albertson
Foundation,  Inc.,  or  donees  pursuant  to the terms of the  Foundation  Stock
Agreement,  or (b) the purchase from time to time of common stock of the Company
by the Company from Theo Albrecht or from Markus-Stiftung  pursuant to the terms
of the Markus-Stiftung Stock Agreement, Consolidated Tangible Net Worth shall be
increased,  for purposes of subsequent calculations hereunder, by an amount (the
"CTNW  Adjustment")  equal to the excess (if any) of (i) the amount by which the
purchase price of such common stock reduces Consolidated Tangible Net Worth over
(ii) the  amount by which  Consolidated  Tangible  Net Worth has been  increased
through  the sale of  common  stock  subsequent  to the  date of such  purchase,
excluding  the  effect  of  the  exercise  of  employee  stock  options,  all as
determined in accordance with GAAP.

                                  ARTICLE VIII
                                EVENTS OF DEFAULT

     8.01 Event of Default.  Any of the following shall  constitute an "Event of
Default":

     (a) Non-Payment.  The Company fails to make, (i) when and as required to be
made herein,  payments of any amount of  principal  of any Loan,  or (ii) within
five Business Days after the same becomes due,  payment of any interest,  fee or
any other amount payable hereunder or under any other Loan Document; or

     (b) Representation or Warranty. Any representation, warranty, certification
or  statement  made by the  Company  in this  Agreement  or in any  certificate,
financial statement or other document delivered pursuant to this Agreement shall
prove to have been  incorrect in any material  respect on or as of the date made
(or deemed made); or

     (c)  Specific  Defaults.  The Company  shall fail to observe or perform any
covenant contained in Sections 7.01 through 7.05, inclusive; or

     (d) Other  Defaults.  The  Company  shall fail to  observe  or perform  any
covenant or agreement  contained in this Agreement  (other than those covered by
clause (a), (b) or (c) above) for 15 Business  Days after the earlier of (i) the
date upon which the chief financial  officer,  chief accounting officer or other
senior  officer of the  Company  knew or  reasonably  should  have known of such
failure or (ii) notice thereof has been given to the Company by the Agent at the
request of any Bank; or

     (e) Cross-Default.  (i) The Company or any Subsidiary (A) fails to make any
payment in respect of any Material  Indebtedness  (other than in respect of Swap
Contracts),  when due  (whether  by  scheduled  maturity,  required  prepayment,
acceleration,  demand,  or  otherwise)  and such  failure  continues  after  the
applicable grace or notice period, if any, specified in the relevant document on
the date of such failure; or (B) fails to perform or observe any other condition
or  covenant,  or any other  event  shall occur or  condition  exist,  under any
agreement or instrument relating to any Material Indebtedness,  and such failure


                                     Page 49
<PAGE>



continues after the applicable grace or notice period, if any,  specified in the
relevant  document  on the date of such  failure if the effect of such  failure,
event or  condition  is to cause,  or to permit  the  holder or  holders of such
Material   Indebtedness  or  beneficiary  or   beneficiaries  of  such  Material
Indebtedness  (or a  trustee  or agent on behalf of such  holder or  holders  or
beneficiary or beneficiaries) to cause such Material Indebtedness to be declared
to be due and  payable,  or to be prepaid  prior to its stated  maturity,  or to
become payable,  or cash  collateral in respect thereof to be demanded;  or (ii)
there occurs under any Swap  Contract an Early  Termination  Date (as defined in
such Swap  Contract)  resulting  from (1) any event of  default  under such Swap
Contract as to which the Company or any Subsidiary is the  Defaulting  Party (as
defined in such Swap Contract) or (2) any  Termination  Event (as so defined) as
to which the Company or any  Subsidiary  is an Affected  Party (as so  defined),
and, in either  event,  the Swap  Termination  Value owed by the Company or such
Subsidiary as a result thereof is greater than $30,000,000; or

     (f) Insolvency;  Voluntary  Proceedings.  The Company or any Subsidiary (i)
ceases or fails to be solvent,  or generally  fails to pay, or admits in writing
its inability to pay, its debts as they become due,  subject to applicable grace
periods,  if any,  whether at stated  maturity or  otherwise;  (ii)  voluntarily
ceases to conduct its  business in the  ordinary  course;  (iii)  consents to or
commences a voluntary  Insolvency  Proceeding  with  respect to itself,  or (iv)
takes any corporate action to authorize any of the foregoing; or

     (g) Involuntary Proceedings. (i) An involuntary Insolvency Proceeding shall
be  commenced  or filed  against  the  Company or any  Subsidiary,  or any writ,
judgment,  warrant of  attachment,  execution or similar  process,  is issued or
levied  against  a  substantial  part  of  the  Company's  or  any  Subsidiary's
properties,  and any such proceeding or petition shall not be dismissed, or such
writ, judgment, warrant of attachment, execution or similar process shall not be
released,  vacated or fully bonded within 60 days after commencement,  filing or
levy;  (ii) the Company or any Subsidiary  admits the material  allegations of a
petition  against it in any  Insolvency  Proceeding,  or an order for relief (or
similar order under non-U.S.  law) is ordered in any Insolvency  Proceeding;  or
(iii) the Company or any Subsidiary acquiesces in the appointment of a receiver,
trustee, custodian,  conservator,  liquidator, mortgagee in possession (or agent
therefor),  or other similar  Person for itself or a substantial  portion of its
property or business; or

     (h)  ERISA.  Any  member of the ERISA  Group  shall fail to pay when due an
amount or  amounts  aggregating  in excess of  $30,000,000  which it shall  have
become liable to pay under Title IV of ERISA; or notice of intent to terminate a
Material  Plan shall be filed under Title IV of ERISA by any member of the ERISA
Group, any plan  administrator or any combination of the foregoing;  or the PBGC
shall  institute  proceedings  under Title IV of ERISA to  terminate,  to impose
liability (other than for premiums under Section 4007 of ERISA) in respect of or
to cause a trustee  to be  appointed  to  administer  any  Material  Plan;  or a
condition  shall exist by reason of which the PBGC would be entitled to obtain a
decree  adjudicating  that any Material Plan must be terminated;  or there shall
occur a complete or partial withdrawal from, or a default, within the meaning of
Section  4219(c)(5) of ERISA, with respect to, one or more  Multiemployer  Plans
which  could  cause one or more  members  of the ERISA  Group to incur a current
payment obligation in excess of $30,000,000; or


                                     Page 50
<PAGE>



     (i)  Monetary  Judgments.  A judgment  or order for the payment of money in
excess of  $30,000,000  shall be rendered  against the Company or any Subsidiary
and such judgment or order shall continue  unsatisfied and unstayed for a period
of 30 days; or

     (j) Change of Control. There occurs any Change of Control.

     8.02  Remedies.  If any Event of Default  occurs,  then,  and in every such
event,  the Agent shall (i) if requested or consented to by the Majority  Banks,
by notice to the Company  terminate  the  Commitments  and they shall  thereupon
terminate, (ii) if requested or consented to by the Majority Banks, by notice to
the Company  declare the Loans (together with accrued  interest  thereon and all
other  amounts  owing under the Loan  Documents)  to be, and the Loans (and such
interest and other amounts) shall thereupon become,  immediately due and payable
without presentment,  demand,  protest or other notice of any kind, all of which
are hereby  waived by the Company and (iii) if  requested or consented to by the
Majority  Banks,  exercise  on  behalf of itself  and the Banks all  rights  and
remedies  available to it and the Banks under the Loan  Documents or  applicable
law;  provided  that in the case of any of the  Events of Default  specified  in
subsections  (f) or (g) (in the case of clause  (i) of  subsection  (g) upon the
expiration of the 60-day period  mentioned  therein),  without any notice to the
Company  or any other  act by the  Agent or the  Banks,  the  Commitments  shall
thereupon  terminate and the Loans (together with accrued  interest  thereon and
all other amounts owing under the Loan Documents)  shall become  immediately due
and payable without  presentment,  demand,  protest or other notice of any kind,
all of which are hereby waived by the Company.

     8.03 Rights Not  Exclusive.  The rights  provided for in this Agreement and
the other Loan  Documents  are  cumulative  and are not  exclusive  of any other
rights,  powers,  privileges or remedies  provided by law or in equity, or under
any other instrument, document or agreement now existing or hereafter arising.

                                   ARTICLE IX
                                    THE AGENT

     9.01 Appointment and  Authorization;  "Agent." Each Bank hereby irrevocably
(subject to Section 9.09) appoints,  designates and authorizes the Agent to take
such action on its behalf under the  provisions of this Agreement and each other
Loan  Document  and to  exercise  such  powers and  perform  such  duties as are
expressly  delegated  to it by the terms of this  Agreement  or any  other  Loan
Document,  together  with such  powers  as are  reasonably  incidental  thereto.
Notwithstanding  any  provision  to the  contrary  contained  elsewhere  in this
Agreement or in any other Loan Document,  the Agent shall not have any duties or
responsibilities,  except those expressly set forth herein,  nor shall the Agent
have or be  deemed to have any  fiduciary  relationship  with any  Bank,  and no
implied  covenants,   functions,   responsibilities,   duties,   obligations  or
liabilities  shall be read into this  Agreement  or any other Loan  Document  or
otherwise  exist  against the Agent.  Without  limiting  the  generality  of the
foregoing sentence, the use of the term "agent" in this Agreement with reference
to the Agent is not  intended  to connote  any  fiduciary  or other  implied (or
express) obligations arising under agency doctrine of any applicable law.

                                     Page 51
<PAGE>



Instead,  such term is used merely as a matter of market custom, and is intended
to create or reflect only an  administrative  relationship  between  independent
contracting parties.

     9.02  Delegation  of Duties.  The Agent may execute any of its duties under
this  Agreement or any other Loan  Document by or through  agents,  employees or
attorneys-in-fact  and shall be  entitled  to advice of counsel  concerning  all
matters  pertaining to such duties.  The Agent shall not be responsible  for the
negligence or misconduct of any agent or  attorney-in-fact  that it selects with
reasonable care.

     9.03  Liability of Agent.  None of the  Agent-Related  Persons shall (i) be
liable  for any  action  taken or omitted to be taken by any of them under or in
connection  with this  Agreement or any other Loan Document or the  transactions
contemplated hereby (except for its own gross negligence or willful misconduct),
or (ii) be  responsible  in any  manner  to any of the  Banks  for any  recital,
statement,  representation  or warranty made by the Company or any Subsidiary or
Affiliate of the Company, or any officer thereof, contained in this Agreement or
in any other Loan Document,  or in any certificate,  report,  statement or other
document  referred to or  provided  for in, or received by the Agent under or in
connection  with,  this Agreement or any other Loan  Document,  or the validity,
effectiveness,  genuineness,  enforceability or sufficiency of this Agreement or
any other Loan Document, or for any failure of the Company or any other party to
any Loan  Document  to perform  its  obligations  hereunder  or  thereunder.  No
Agent-Related  Person shall be under any  obligation to any Bank to ascertain or
to  inquire  as to the  observance  or  performance  of  any  of the  agreements
contained in, or conditions of, this Agreement or any other Loan Document, or to
inspect the properties,  books or records of the Company or any of the Company's
Subsidiaries or Affiliates.

     9.04  Reliance by  Agent(a) . (a) The Agent shall be entitled to rely,  and
shall be fully  protected  in relying,  upon any  writing,  resolution,  notice,
consent, certificate, affidavit, letter, telegram, facsimile, telex or telephone
message,  statement  or other  document  or  conversation  believed  by it to be
genuine and correct and to have been signed,  sent or made by the proper  Person
or Persons,  and upon advice and statements of legal counsel  (including counsel
to the  Company),  independent  accountants  and other  experts  selected by the
Agent.  The Agent  shall be fully  justified  in failing or refusing to take any
action  under this  Agreement or any other Loan  Document  unless it shall first
receive such advice or concurrence of the Majority Banks as it deems appropriate
and, if it so requests, it shall first be indemnified to its satisfaction by the
Banks  against any and all  liability and expense which may be incurred by it by
reason of taking or continuing  to take any such action.  The Agent shall in all
cases be fully  protected in acting,  or in refraining  from acting,  under this
Agreement or any other Loan Document in accordance  with a request or consent of
the  Majority  Banks and such  request  and any  action  taken or failure to act
pursuant thereto shall be binding upon all of the Banks.

     (b) For purposes of determining compliance with the conditions specified in
Section 4.01, each Bank that has executed this Agreement shall be deemed to have
consented  to,  approved or accepted or to be satisfied  with,  each document or
other  matter  either  sent (or made  available)  by the  Agent to such Bank for
consent,  approval,  acceptance or  satisfaction,  or required  thereunder to be
consented to or approved by or acceptable or satisfactory to such Bank.

                                     Page 52
<PAGE>




     9.05 Notice of Default.  The Agent shall not be deemed to have knowledge or
notice of the occurrence of any Default or Event of Default, except with respect
to defaults in the payment of  principal,  interest and fees required to be paid
to the Agent for the account of the Banks,  unless the Agent shall have received
written  notice  from a  Bank  or  the  Company  referring  to  this  Agreement,
describing  such  Default or Event of Default and stating  that such notice is a
"notice of default".  The Agent will notify the Banks of its receipt of any such
notice.  The Agent shall take such action with  respect to such Default or Event
of Default as may be requested  by the Banks in  accordance  with Article  VIII;
provided,  however,  that  unless  and until the  Agent  has  received  any such
request,  the Agent may (but shall not be  obligated  to) take such  action,  or
refrain  from  taking  such  action,  with  respect to such  Default or Event of
Default as it shall deem advisable or in the best interest of the Banks.

     9.06 Credit Decision. Each Bank acknowledges that none of the Agent-Related
Persons  has made any  representation  or warranty to it, and that no act by the
Agent hereinafter taken,  including any review of the affairs of the Company and
its Subsidiaries,  shall be deemed to constitute any  representation or warranty
by any Agent-Related  Person to any Bank. Each Bank represents to the Agent that
it has,  independently  and without reliance upon any  Agent-Related  Person and
based on such documents and information as it has deemed  appropriate,  made its
own appraisal of and  investigation  into the business,  prospects,  operations,
property,  financial and other condition and creditworthiness of the Company and
its  Subsidiaries,  and all  applicable  bank  regulatory  laws  relating to the
transactions  contemplated  hereby, and made its own decision to enter into this
Agreement  and to  extend  credit  to the  Company  hereunder.  Each  Bank  also
represents  that  it  will,   independently   and  without   reliance  upon  any
Agent-Related  Person and based on such  documents and  information  as it shall
deem  appropriate  at the  time,  continue  to  make  its own  credit  analysis,
appraisals and decisions in taking or not taking action under this Agreement and
the other Loan Documents,  and to make such investigations as it deems necessary
to inform itself as to the business, prospects,  operations, property, financial
and other  condition and  creditworthiness  of the Company.  Except for notices,
reports and other  documents  expressly  herein  required to be furnished to the
Banks by the  Agent,  the  Agent  shall not have any duty or  responsibility  to
provide any Bank with any credit or other  information  concerning the business,
prospects,    operations,   property,   financial   and   other   condition   or
creditworthiness  of the  Company  or any  Subsidiary  which  may come  into the
possession of any of the Agent-Related Persons.

     9.07 Indemnification of Agent. Whether or not the transactions contemplated
hereby are consummated,  the Banks shall indemnify upon demand the Agent-Related
Persons (to the extent not reimbursed by or on behalf of the Company and without
limiting the obligation of the Company to do so), in accordance  with the Banks'
Pro Rata Shares, from and against any and all Indemnified Liabilities; provided,
however,  that no Bank  shall be liable  for the  payment  to the  Agent-Related
Persons  of any  portion of such  Indemnified  Liabilities  resulting  from such
Person's  gross  negligence  or willful  misconduct.  Without  limitation of the
foregoing, each Bank shall reimburse the Agent upon demand for its ratable share
of any costs or out-of-pocket  expenses  (including  Attorney Costs) incurred by
the   Agent  in   connection   with  the   preparation,   execution,   delivery,
administration,   modification,   amendment  or  enforcement   (whether  through
negotiations,  legal proceedings or otherwise) of, or legal advice in respect of
rights or responsibilities  under, this Agreement,  any other Loan Document,  or
any document contemplated by or referred to herein, to the extent that the Agent
is not reimbursed for such expenses by or on behalf of the Company. The

                                     Page 53
<PAGE>



undertaking  in this  Section  shall  survive  the  payment  of all  Obligations
hereunder and the resignation or replacement of the Agent.

     9.08 Agent in Individual  Capacity.  BofA and its Affiliates may make loans
to, issue letters of credit for the account of, accept  deposits  from,  acquire
equity  interests  in and  generally  engage  in any  kind  of  banking,  trust,
financial  advisory,  underwriting  or other  business  with the Company and its
Subsidiaries  and  Affiliates  as though BofA were not the Agent  hereunder  and
without notice to or consent of the Banks. The Banks acknowledge that,  pursuant
to such activities, BofA or its Affiliates may receive information regarding the
Company  or  its  Affiliates  (including  information  that  may be  subject  to
confidentiality  obligations  in favor of the  Company or such  Subsidiary)  and
acknowledge  that  the  Agent  shall  be under no  obligation  to  provide  such
information to them. With respect to its Loans,  BofA shall have the same rights
and powers  under this  Agreement as any other Bank and may exercise the same as
though it were not the Agent,  and the terms "Bank" and "Banks"  include BofA in
its individual capacity.

     9.09  Successor  Agent.  The Agent may,  and at the request of the Majority
Banks  shall,  resign as Agent upon 30 days'  notice to the Banks.  If the Agent
resigns under this  Agreement,  the Majority  Banks shall appoint from among the
Banks a successor agent for the Banks which successor agent shall be approved by
the Company (such  approval not to be  unreasonably  withheld).  If no successor
agent is appointed  prior to the effective date of the resignation of the Agent,
the Agent may  appoint,  after  consulting  with the  Banks and the  Company,  a
successor agent from among the Banks.  Upon the acceptance of its appointment as
successor agent hereunder, such successor agent shall succeed to all the rights,
powers and duties of the  retiring  Agent and the term  "Agent"  shall mean such
successor agent and the retiring Agent's appointment, powers and duties as Agent
shall be terminated.  After any retiring Agent's resignation hereunder as Agent,
the  provisions  of this Article IX and Sections  10.04 and 10.05 shall inure to
its  benefit as to any  actions  taken or omitted to be taken by it while it was
Agent under this Agreement.  If no successor  agent has accepted  appointment as
Agent by the date  which is 30 days  following  a  retiring  Agent's  notice  of
resignation,  the retiring  Agent's  resignation  shall  nevertheless  thereupon
become  effective  and the Banks  shall  perform  all of the duties of the Agent
hereunder  until such time,  if any, as the Majority  Banks  appoint a successor
agent as provided for above.  Notwithstanding the foregoing,  however,  BofA may
not be removed as the Agent at the  request of the  Majority  Banks  unless BofA
shall also  simultaneously be replaced as "Swingline Bank" hereunder pursuant to
documentation in form and substance reasonably satisfactory to BofA.

     9.10  Withholding  Tax.  (a) (a) Each  Bank  organized  under the laws of a
jurisdiction  outside the United  States  shall,  on or prior to the date of its
execution and delivery of this  Agreement,  and on the Assignment and Acceptance
Date pursuant to which it becomes a party to this  Agreement in the case of each
other Bank,  and from time to time  thereafter  if  requested  in writing by the
Company or the Agent (but only so long thereafter as such Bank remains  lawfully
able to do  so),  provide  the  Agent  and the  Company  with  (i) an  accurate,
complete,  and duly executed  Internal Revenue Service form W-8BEN or W-8ECI, as
appropriate,  or any successor or substitute form prescribed or permitted by the
Internal  Revenue  Service,  certifying  that such Bank is entitled to claim the
benefit of complete  exemption from imposition of United States  withholding tax
under an income tax  treaty to which the United  States is a party in respect of
payments  made under this  Agreement or  certifying  that the income  receivable
pursuant to this Agreement is effectively connected with the conduct of a trade

                                     Page 54
<PAGE>



or  business  in the United  States and (ii) in the event  that,  by virtue of a
change in law or  regulations,  such  forms are no longer  valid  evidence  of a
Person's  exemption from  withholding  which is reasonably  satisfactory  to the
Company,  other  appropriate  evidence  supporting such Person's  exemption from
withholding as the Company may reasonably request.

     (b) For any period with  respect to which a Bank or an Assignee  has failed
to provide the Company with the appropriate form described in Subsection 9.10(a)
(other than if such failure is due to a change in law  occurring  after the date
on which a form originally was required to be provided or if such form otherwise
is not required under  Subsection  9.10(a)),  such Bank or Assignee shall not be
entitled to  indemnification  under Section 3.01(b) or (d) with respect to Taxes
imposed by the United States.

     (c) If any Bank claims  exemption  from, or reduction of,  withholding  tax
under a United  States tax  treaty by  providing  IRS Form  W-8BEN and such Bank
sells, assigns, grants a participation in, or otherwise transfers all or part of
the  Obligations  of the Company owing to such Bank,  such Bank agrees to notify
the  Company  and Agent of the  percentage  amount in which it is no longer  the
beneficial owner of Obligations of the Company owing to such Bank. To the extent
of such percentage  amount,  the Agent will treat such Bank's IRS Form W-8BEN as
no longer valid.

     (d) If any Bank claiming  exemption from United States  withholding  tax by
filing IRS Form W-8ECI with the Agent sells, assigns, grants a participation in,
or otherwise  transfers all or part of the  Obligations  of the Company owing to
such Bank, such Bank agrees to undertake sole  responsibility for complying with
the withholding tax requirements imposed by Sections 1441 and 1442 of the Code.

     (e) If any Bank is entitled to a reduction  in the  applicable  withholding
tax,  the Agent may withhold  from any  interest  payment to such Bank an amount
equivalent  to the  applicable  withholding  tax after  taking into account such
reduction.  However, if the forms or other documentation  required by subsection
(a) of this Section are not delivered to the Company and Agent, then the Company
or Agent may withhold from any interest  payment to such Bank not providing such
forms or other documentation an amount equivalent to the applicable  withholding
tax imposed by Sections 1441 and 1442 of the Code, without reduction.

     (f) If the IRS or any other Governmental  Authority of the United States or
other jurisdiction  asserts a claim that the Agent did not properly withhold tax
from  amounts paid to or for the account of any Bank  (because  the  appropriate
form was not delivered or was not properly executed, or because such Bank failed
to notify the Agent of a change in  circumstances  which  rendered the exemption
from, or reduction of,  withholding  tax  ineffective,  or for any other reason)
such Bank shall  indemnify  the Company or the Agent,  as the case may be, fully
for all amounts paid,  directly or indirectly,  by the Company or the Agent,  as
the case may be, as tax or otherwise,  including  penalties  and  interest,  and
including any taxes imposed by any  jurisdiction  on the amounts  payable to the
Company or the Agent, as the case may be, under this Section,  together with all
costs and expenses (including Attorney Costs). The obligation of the Banks under
this subsection shall survive the payment of all Obligations and the resignation
or replacement of the Agent.

                                     Page 55
<PAGE>




     9.11  Co-Agents.  None  of the  Banks  identified  on the  facing  page  or
signature  pages of this  Agreement  as a  "Documentation  Agent,"  "Syndication
Agent," "Senior Managing Agent" or "Managing Agent" shall have any right, power,
obligation,  liability,  responsibility  or duty under this Agreement other than
those applicable to all Banks as such.  Without limiting the foregoing,  none of
the  Banks  so  identified  shall  have  or be  deemed  to  have  any  fiduciary
relationship with any Bank. Each Bank  acknowledges that it has not relied,  and
will not rely,  on any of the Banks so identified in deciding to enter into this
Agreement or in taking or not taking action hereunder.

                                   ARTICLE X
                                  MISCELLANEOUS

     10.01  Amendments  and Waivers.  No amendment or waiver of any provision of
this  Agreement or any other Loan  Document,  and no consent with respect to any
departure  by the  Company  or any  applicable  Subsidiary  therefrom,  shall be
effective  unless the same shall be in writing and signed by the Majority  Banks
(or by the Agent at the written  request of the Majority  Banks) and the Company
and  acknowledged  by the Agent,  and then any such  waiver or consent  shall be
effective only in the specific  instance and for the specific  purpose for which
given;  provided,  however,  that no such waiver,  amendment,  or consent shall,
unless in writing and signed by all the Banks and the  Company and  acknowledged
by the Agent, do any of the following:

     (a)  increase  or  extend  the  Commitment  of any  Bank  or the  Swingline
Commitment  of the  Swingline  Bank  (or  reinstate  any  Commitment  terminated
pursuant to Section 8.02);

     (b)  postpone or delay any date fixed by this  Agreement  or any other Loan
Document for any payment of  principal,  interest,  fees or other amounts due to
the Banks (or any of them) hereunder or under any other Loan Document (including
the date of any mandatory prepayment hereunder);

     (c) reduce the  principal of, or the rate of interest  specified  herein on
any Loan,  or (subject to clause (ii) below) any fees or other  amounts  payable
hereunder or under any other Loan Document;

     (d) change the  percentage of the  Commitments  or of the aggregate  unpaid
principal  amount of the Loans which is required for the Banks or any of them to
take any action hereunder; or

     (e) amend this Section 10.01,  subsection  2.04(e),  Section 2.17,  Section
2.18,  the  definition  of "Majority  Banks"  herein,  or any  provision  herein
providing for consent or other action by all Banks or some  specified  amount of
Banks;

and, provided further, that (i) no amendment, waiver or consent shall, unless in
writing  and signed by the Agent in addition  to the  Majority  Banks or all the
Banks,  as the case may be,  affect the rights or duties of the Agent under this
Agreement  or any other  Loan  Document,  (ii) no  amendment,  waiver or consent
shall,  unless in writing  and signed by the  Swingline  Bank in addition to the

                                     Page 56
<PAGE>



Majority  Banks or all the Banks,  as the case may be,  increase  the  Swingline
Commitment or otherwise  affect the rights or duties of the Swingline Bank under
this Agreement, and (iii) the Fee Letter may be amended, or rights or privileges
thereunder waived, in a writing executed by the parties thereto.

     10.02 Notices(a) . (a) All notices, requests, consents,  approvals, waivers
and other  communications  shall be in writing  (including,  unless the  context
expressly otherwise provides,  by facsimile  transmission) and mailed,  faxed or
delivered,  to the address or facsimile number specified for notices on Schedule
10.02;  or, as directed to the  Company or the Agent,  to such other  address as
shall be designated by such party in a written notice to the other parties,  and
as directed to any other party,  at such other address as shall be designated by
such party in a written notice to the Company and the Agent.

     (b) All such notices,  requests and communications  shall, when transmitted
by overnight  delivery,  or faxed,  be effective  when  delivered  for overnight
(next-day)  delivery,  or  transmitted  in legible  form by  facsimile  machine,
respectively, or if mailed, upon the third Business Day after the date deposited
into the mails, or if delivered,  upon delivery; except that notices pursuant to
Article II or IX to the Agent shall not be effective until actually  received by
the Agent; and notices pursuant to Article II to the Swingline Bank shall not be
effective until actually received by the Swingline Bank at the address specified
for such Person on Schedule 10.02.

     (c) Any  agreement  of the Agent and the Banks  herein to  receive  certain
notices by  telephone  or  facsimile  is solely for the  convenience  and at the
request of the Company. The Agent and the Banks shall be entitled to rely on the
authority of any Person  purporting to be a Person  authorized by the Company to
give such notice and the Agent and the Banks shall not have any liability to the
Company or other Person on account of any action taken or not taken by the Agent
or the  Banks  in  reliance  upon  such  telephonic  or  facsimile  notice.  The
obligation of the Company to repay the Loans shall not be affected in any way or
to any  extent by any  failure  by the Agent  and the Banks to  receive  written
confirmation  of any telephonic or facsimile  notice or the receipt by the Agent
and the Banks of a confirmation  which is at variance with the terms  understood
by the  Agent and the  Banks to be  contained  in the  telephonic  or  facsimile
notice.

     10.03 No Waiver;  Cumulative Remedies.  No failure to exercise and no delay
in exercising,  on the part of the Agent, any Designated Bidder or any Bank, any
right, remedy, power or privilege hereunder,  shall operate as a waiver thereof;
nor  shall  any  single or  partial  exercise  of any  right,  remedy,  power or
privilege  hereunder  preclude  any other or  further  exercise  thereof  or the
exercise of any other right, remedy, power or privilege.

  10.04 Costs and Expenses. The Company shall:

     (a) whether or not the  transactions  contemplated  hereby are consummated,
pay or reimburse BofA  (including in its capacity as Agent) within five Business
Days after demand (subject to subsection  4.01(e)) for all reasonable  costs and
expenses  incurred  by BofA  (including  in its  capacity as Agent) and the Lead
Arranger in  connection  with (i) the  development,  preparation,  delivery  and
execution of, and any amendment,  supplement, waiver or modification to (in each

                                     Page 57
<PAGE>



case,  whether or not  consummated),  this Agreement,  any Loan Document and any
other  documents  prepared  in  connection  herewith or  therewith  and (ii) the
consummation  of the  transactions  contemplated  hereby and thereby,  including
reasonable  Attorney Costs incurred by BofA (including in its capacity as Agent)
with respect thereto; and

     (b) pay or reimburse the Agent, the Lead Arranger,  each Designated  Bidder
and each Bank within five  Business  Days after  demand  (subject to  subsection
4.01(e)) for all costs and expenses  (including Attorney Costs) incurred by them
in connection with the enforcement,  attempted  enforcement,  or preservation of
any rights or remedies  under this  Agreement or any other Loan Document  during
the  existence  of an  Event  of  Default  or after  acceleration  of the  Loans
(including  in  connection  with any  "workout" or  restructuring  regarding the
Loans, and including in any Insolvency Proceeding or appellate proceeding).

     10.05 Company Indemnification. Whether or not the transactions contemplated
hereby  are  consummated,  the  Company  shall  indemnify,  defend  and hold the
Agent-Related  Persons,  and each Bank, each  Designated  Bidder and each of its
respective officers, directors, employees, counsel, agents and attorneys-in-fact
(each  an  "Indemnified   Person")   harmless  from  and  against  any  and  all
liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
costs,  charges,  expenses and disbursements  (including  Attorney Costs) of any
kind or nature whatsoever which may at any time (including at any time following
repayment of the Loans and the  termination,  resignation  or replacement of the
Agent or replacement of any Bank) be imposed on, incurred by or asserted against
any such Person in any way  relating to or arising  out of this  Agreement,  the
other Loan Documents or any document  contemplated by or referred to therein, or
the transactions contemplated hereby, or any action taken or omitted by any such
Indemnified  Person under or in connection with any of the foregoing,  including
with respect to any  investigation,  litigation  or  proceeding  (including  any
Insolvency Proceeding or appellate proceeding) related to or arising out of this
Agreement  or the Loans or the use of the proceeds  thereof,  whether or not any
Indemnified  Person is a party  thereto (all the  foregoing,  collectively,  the
"Indemnified  Liabilities");  provided that the Company shall have no obligation
hereunder to any Indemnified  Person with respect to Indemnified  Liabilities to
the extent  resulting  from the gross  negligence or willful  misconduct of such
Indemnified  Person.  The  agreements in this Section and in Section 10.04 shall
survive payment of all other Obligations.

     10.06 Payments Set Aside. To the extent that the Company makes a payment to
the Agent, any Designated Bidder or any Bank or the Agent, any Designated Bidder
or any Bank exercises its right of set-off,  and such payment or the proceeds of
such set-off or any part thereof are  subsequently  invalidated,  declared to be
fraudulent or  preferential,  set aside or required  (including  pursuant to any
settlement entered into by the Agent, such Designated Bidder or such Bank in its
discretion)  to be  repaid  to a  trustee,  receiver  or  any  other  party,  in
connection with any Insolvency  Proceeding or otherwise,  then (a) to the extent
of such  recovery  the  obligation  or part  thereof  originally  intended to be
satisfied  shall be revived  and  continued  in full force and effect as if such
payment had not been made or such  set-off had not  occurred,  and (b) each Bank
and each Designated  Bidder severally agrees to pay to the Agent upon demand its
pro rata share of any amount so recovered from or repaid by the Agent.

     10.07 Binding Effect;  Successors and Assigns.  This Agreement shall become
effective  when it shall have been  executed by the  Company,  the Agent and the
Banks and thereafter shall be binding upon and inure to the benefit of the

                                     Page 58
<PAGE>



parties  hereto and their  respective  successors  and assigns,  except that the
Company may not assign or transfer any of its rights or  obligations  under this
Agreement without the prior written consent of the Agent and each Bank.

     10.08  Assignments,  Participations,  Etc(a).  (a) Any Bank  may,  with the
written consent of the Company,  the Swingline Bank and the Agent (which in each
case shall not be unreasonably withheld), at any time assign and delegate to one
or more Eligible Assignees (each an "Assignee") all, or any ratable part of all,
of the Loans,  the Commitment and the other rights and  obligations of such Bank
hereunder;  provided,  however, that (i) no written consent of the Company shall
be required  during the  existence of a Default or an Event of Default;  (ii) no
written  consent  of the  Company  or the Agent or the  Swingline  Bank shall be
required  in  connection  with any  assignment  and  delegation  by a Bank to an
Eligible  Assignee  that is a United  States  Affiliate  of such Bank or another
Bank;  and (iii)  except in  connection  with an  assignment  of all of a Bank's
rights and  obligations  with  respect  to its  Commitment  and Loans,  any such
assignment (A) to an Eligible  Assignee that is a Bank or an Affiliate of a Bank
hereunder  shall be equal to or greater  than  $5,000,000  or (B) to an Eligible
Assignee that is not a Bank or an Affiliate of a Bank  hereunder  shall be equal
to or greater than $10,000,000;  and (iv) each such partial  assignment shall be
of a ratable part of the Loans, the Commitment and the other  interests,  rights
and obligations hereunder of such assigning Bank; and provided further, however,
that the Company,  the Swingline  Bank and the Agent may continue to deal solely
and directly  with such Bank in  connection  with the interest so assigned to an
Assignee  until (A) such  Bank and its  Assignee  shall  have  delivered  to the
Company and the Agent an Assignment and Acceptance  Agreement  substantially  in
the form of Exhibit E (an "Assignment and Acceptance") together with any Note or
Notes  subject  to such  assignment;  (B) a written  notice of such  assignment,
together  with payment  instructions,  addresses  and related  information  with
respect to the Assignee,  in substantially  the form of the Notice of Assignment
and Acceptance  attached as Schedule 1 to the Assignment and  Acceptance,  shall
have been given to the Company and the Agent by such Bank and the Assignee;  and
(C) the assignor Bank or Assignee  shall have paid to the Agent a processing fee
in the amount of $3,500;  and (D) the Agent,  the Swingline Bank and the Company
each shall have provided any required  consent to such  assignment in accordance
with this Section.  In  connection  with any  assignment by BofA,  its Swingline
Commitment  may be assigned in whole (and not part) and only in connection  with
an assignment  transaction  involving an assignment of all of its Commitment and
Loans,  and the  Assignment  and  Acceptance  may be  appropriately  modified to
include  an  assignment  and  delegation  of its  Swingline  Commitment  and any
outstanding Swingline Loans.

     (b) From and after the date that the Agent  notifies the assignor Bank that
the Agent has  received  (and,  if  required,  provided its consent with respect
thereto and, if  necessary,  received  any other  consents  required  under this
Section  10.08)  an  executed  Assignment  and  Acceptance  and  payment  of the
above-referenced processing fee (such date referred to herein as the "Assignment
and Acceptance  Date", (i) the Assignee  thereunder shall be a party hereto and,
to the extent that rights and  obligations  hereunder  have been  assigned to it
pursuant  to  such  Assignment  and  Acceptance,   shall  have  the  rights  and
obligations of a Bank under the Loan  Documents,  (ii) this  Agreement  shall be
deemed to be amended to the extent, but only to the extent, necessary to reflect
the addition of the Assignee and the  resulting  adjustment  of the  Commitments
arising therefrom,  and (iii) the assignor Bank shall, to the extent that rights
and obligations  hereunder and under the other Loan Documents have been assigned
by it pursuant to such Assignment and  Acceptance,  relinquish its rights and be


                                     Page 59
<PAGE>



released from its obligations under the Loan Documents;  provided, however, that
the assignor  Bank shall not  relinquish  its rights under  Article III or under
Sections  10.04 and  10.05  (and any  equivalent  provisions  of the other  Loan
Documents)  to the extent such rights  relate to the time prior to the effective
date of the Assignment and Acceptance. The Commitment allocated to each Assignee
shall reduce the Commitment of the assigning Bank pro tanto.

     (c) Within five Business  Days after the  Company's  receipt of notice from
the Agent that it has received  (and,  if  necessary,  consented to) an executed
Assignment  and  Acceptance and payment of the processing fee (and provided that
the Company and the Swingline Bank consent to such assignment in accordance with
subsection 10.08(a)), the Company shall execute and deliver to the Agent any new
Notes requested by such Assignee  evidencing such Assignee's  assigned Loans and
Commitment and, if the assignor Bank has retained a portion of its Loans and its
Commitment,  replacement  Notes as requested by the assignor Bank evidencing the
Loans and Commitment retained by the assignor Bank (such Notes to be in exchange
for, but not in payment of, the Notes held by such Bank, if any).

     (d) Any  Bank or  Designated  Bidder  may at any  time  sell to one or more
commercial   banks  or  other   Persons  not   Affiliates   of  the  Company  (a
"Participant") participating interests in any Loans, the Commitment of that Bank
and the other  interests of that Bank or  Designated  Bidder (the  "Originator")
hereunder and under the other Loan Documents;  provided,  however,  that (i) the
Originator's  obligations under this Agreement shall remain unchanged,  (ii) the
Originator  shall  remain  solely   responsible  for  the  performance  of  such
obligations,  (iii) the Company and the Agent shall  continue to deal solely and
directly  with the  Originator in connection  with the  Originator's  rights and
obligations under this Agreement and the other Loan Documents,  and (iv) no Bank
shall transfer or grant any  participating  interest under which the Participant
has rights to approve any  amendment  to, or any consent or waiver with  respect
to,  this  Agreement  or any other  Loan  Document,  except to the  extent  such
amendment,  consent or waiver would  require  unanimous  consent of the Banks as
described  in the  first  proviso  to  Section  10.01.  In the  case of any such
participation,  the Participant  shall not have any rights under this Agreement,
or any of the other Loan  Documents,  and all  amounts  payable  by the  Company
hereunder  shall  be  determined  as  if  such  Originator  had  not  sold  such
participation;  except that, if amounts outstanding under this Agreement are due
and  unpaid,  or shall have been  declared  or shall have become due and payable
upon the occurrence of an Event of Default,  each Participant shall be deemed to
have the right of set-off in respect of its  participating  interest  in amounts
owing  under  this  Agreement  to  the  same  extent  as if  the  amount  of its
participating  interest were owing directly to it as a Bank or Designated Bidder
(as the case may be) under this Agreement.

     (e)  Notwithstanding  any other  provision in this  Agreement,  any Bank or
Designated Bidder may at any time create a security interest in, or pledge,  all
or any portion of its rights under and interest in this  Agreement  and any Note
held by it (other  than in respect of  Swingline  Loans) in favor of any Federal
Reserve  Bank in  accordance  with  Regulation  A of the  FRB or  U.S.  Treasury
Regulation  31 CFR  ss.203.14,  and such  Federal  Reserve Bank may enforce such
pledge or security interest in any manner permitted under applicable law.

     10.09  Designated  Bidders.  Any Bid Loan Bank may designate one Designated
Bidder to have a right to offer and make Bid Loans  pursuant  to  Section  2.06;
provided, however, that (i) no such Bid Loan Bank may make more than one such


                                     Page 60
<PAGE>



designation,  (ii) each such Bid Loan Bank  making  any such  designation  shall
retain  the  right to make  Bid  Loans,  and  (iii)  the  parties  to each  such
designation shall execute and deliver to the Agent a Designation Agreement. Upon
its receipt of an appropriately  completed  Designation  Agreement executed by a
designating  Bid Loan Bank and a designee  representing  that it is a Designated
Bidder, the Agent will accept such Designation  Agreement and give prompt notice
thereof to the Company,  whereupon such  designation of such  Designated  Bidder
shall become  effective and such Designated  Bidder shall become a party to this
Agreement as a "Designated Bidder."

     10.10 Confidentiality.  Each Bank and each Designated Bidder agrees to take
and to cause its  Affiliates  to take  normal  and  reasonable  precautions  and
exercise due care to maintain the confidentiality of all information  identified
as  "confidential"  or "secret" by the Company and provided to it by the Company
or any Subsidiary, or by the Agent on the Company's or such Subsidiary's behalf,
under this Agreement or any other Loan  Document,  and neither it nor any of its
Affiliates  shall use any such  information  other than in connection with or in
enforcement of this Agreement and the other Loan Documents or in connection with
other business now or hereafter existing or contemplated with the Company or any
Subsidiary;  except to the extent such information (i) was or becomes  generally
available  to the public  other than as a result of  disclosure  by such Bank or
Designated Bidder, or (ii) was or becomes available on a non-confidential  basis
from a source other than the Company,  provided that such source is not bound by
a  confidentiality  agreement  with the Company known to such Bank or Designated
Bidder; provided,  however, that any Bank or Designated Bidder may disclose such
information   (A)  at  the  request  or  pursuant  to  any  requirement  of  any
Governmental  Authority to which such Bank or Designated Bidder is subject or in
connection  with an  examination  of such Bank or Designated  Bidder by any such
authority; (B) pursuant to subpoena or other court process; (C) when required to
do so in accordance  with the provisions of any  applicable  Requirement of Law;
(D) to the extent  required in connection  with any  litigation or proceeding to
which the Agent, any Bank,  Designated Bidder or their respective Affiliates may
be party;  (E) to the extent  required in  connection  with the  exercise of any
remedy  hereunder  or under  any  other  Loan  Document;  (F) to such  Bank's or
Designated Bidder's independent  auditors,  legal counsel and other professional
advisors; (G) to any Participant or Assignee, actual or potential, provided that
such Person agrees in writing to keep such information  confidential to the same
extent required of the Banks hereunder;  (H) as to any Bank or Designated Bidder
or its Affiliate,  as expressly  permitted under the terms of any other document
or agreement regarding confidentiality to which the Company or any Subsidiary is
party or is deemed party with such Bank or Designated  Bidder or such Affiliate;
and (I) to its Affiliates.

     10.11 Set-off. In addition to any rights and remedies of the Banks provided
by law, if an Event of Default exists or the Loans have been  accelerated,  each
Bank and  Designated  Bidder  is  authorized  at any time and from time to time,
without prior notice to the Company, any such notice being waived by the Company
to the  fullest  extent  permitted  by law,  to set off  and  apply  any and all
deposits (general or special, time or demand,  provisional or final) at any time
held by, and other  indebtedness  at any time owing by, such Bank or  Designated
Bidder to or for the credit or the  account of the  Company  against any and all
Obligations owing to such Bank or Designated Bidder, now or hereafter  existing.
Each Bank and  Designated  Bidder agrees  promptly to notify the Company and the
Agent after any such  set-off and  application  made by such Bank or  Designated
Bidder; provided, however, that the failure to give such notice shall not affect

                                     Page 61
<PAGE>



the validity of such set-off and application.  Any Bank having  outstanding both
Committed  Loans and Bid Loans at any time a right of  set-off is  exercised  by
such Bank and applying such setoff to the Loans shall apply the proceeds of such
set-off first to such Bank's  Committed  Loans,  until its  Committed  Loans are
reduced to zero, and thereafter to its Bid Loans.

     10.12 Notification of Addresses,  Lending Offices,  Etc. Each Bank and each
Designated  Bidder  shall  notify  the Agent in  writing  of any  changes in the
address to which notices to such Bank or  Designated  Bidder should be directed,
of addresses of any Lending  Office,  of payment  instructions in respect of all
payments to be made to it hereunder and of such other administrative information
as the Agent shall reasonably request.

     10.13  Counterparts.  This  Agreement  may be  executed  in any  number  of
separate  counterparts,  each of  which,  when so  executed,  shall be deemed an
original,  and all of said  counterparts  taken  together  shall  be  deemed  to
constitute but one and the same instrument.

     10.14 Severability.  The illegality or unenforceability of any provision of
this Agreement or any instrument or agreement  required  hereunder  shall not in
any way  affect  or impair  the  legality  or  enforceability  of the  remaining
provisions of this Agreement or any instrument or agreement required hereunder.

     10.15 No Third Parties  Benefited.  This Agreement is made and entered into
for the sole  protection  and legal  benefit  of the  Company,  the  Banks,  the
Designated  Bidders,  the Agent,  the  Agent-Related  Persons,  the  Indemnified
Persons and their permitted successors and assigns, and no other Person shall be
a direct or indirect legal  beneficiary of, or have any direct or indirect cause
of action or claim in connection  with,  this Agreement or any of the other Loan
Documents.

     10.16 Governing Law and  Jurisdiction(a) . (a) THIS AGREEMENT AND THE NOTES
SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE  WITH, THE LAW OF THE STATE OF
NEW YORK;  PROVIDED  THAT THE COMPANY,  THE AGENT AND THE BANKS SHALL RETAIN ALL
RIGHTS ARISING UNDER FEDERAL LAW.

     (b) ANY LEGAL ACTION OR  PROCEEDING  WITH RESPECT TO THIS  AGREEMENT OR ANY
OTHER LOAN  DOCUMENT MAY BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK OR OF
THE UNITED  STATES FOR THE SOUTHERN  DISTRICT OF NEW YORK,  AND BY EXECUTION AND
DELIVERY OF THIS  AGREEMENT,  EACH OF THE  COMPANY,  THE AGENT,  THE  DESIGNATED
BIDDERS AND THE BANKS  CONSENTS,  FOR ITSELF AND IN RESPECT OF ITS PROPERTY,  TO
THE NON-EXCLUSIVE  JURISDICTION OF THOSE COURTS. EACH OF THE COMPANY, THE AGENT,
THE DESIGNATED BIDDERS AND THE BANKS IRREVOCABLY WAIVES ANY OBJECTION, INCLUDING
ANY  OBJECTION  TO THE  LAYING  OF VENUE OR BASED ON THE  GROUNDS  OF FORUM  NON
CONVENIENS,  WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY ACTION OR
PROCEEDING  IN SUCH  JURISDICTION  IN RESPECT OF THIS  AGREEMENT OR ANY DOCUMENT
RELATED HERETO.  THE COMPANY,  THE AGENT,  THE DESIGNATED  BIDDERS AND THE BANKS
EACH WAIVE PERSONAL  SERVICE OF ANY SUMMONS,  COMPLAINT OR OTHER PROCESS,  WHICH
MAY BE MADE BY ANY OTHER MEANS PERMITTED BY NEW YORK LAW.


                                     Page 62
<PAGE>




10.17 Waiver of Jury Trial. THE COMPANY,  THE BANKS, THE DESIGNATED  BIDDERS AND
THE AGENT EACH WAIVE THEIR RESPECTIVE  RIGHTS TO A TRIAL BY JURY OF ANY CLAIM OR
CAUSE OF ACTION BASED UPON OR ARISING OUT OF OR RELATED TO THIS  AGREEMENT,  THE
OTHER LOAN DOCUMENTS, OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY, IN ANY
ACTION, PROCEEDING OR OTHER LITIGATION OF ANY TYPE BROUGHT BY ANY OF THE PARTIES
AGAINST ANY OTHER PARTY OR ANY  AGENT-RELATED  PERSON,  PARTICIPANT OR ASSIGNEE,
WHETHER WITH RESPECT TO CONTRACT CLAIMS, TORT CLAIMS, OR OTHERWISE. THE COMPANY,
THE BANKS,  THE DESIGNATED  BIDDERS AND THE AGENT EACH AGREE THAT ANY SUCH CLAIM
OR CAUSE OF  ACTION  SHALL BE TRIED BY A COURT  TRIAL  WITHOUT  A JURY.  WITHOUT
LIMITING THE FOREGOING, THE PARTIES FURTHER AGREE THAT THEIR RESPECTIVE RIGHT TO
A TRIAL  BY JURY IS  WAIVED  BY  OPERATION  OF THIS  SECTION  AS TO ANY  ACTION,
COUNTERCLAIM OR OTHER  PROCEEDING WHICH SEEKS, IN WHOLE OR IN PART, TO CHALLENGE
THE VALIDITY OR  ENFORCEABILITY OF THIS AGREEMENT OR THE OTHER LOAN DOCUMENTS OR
ANY  PROVISION  HEREOF OR  THEREOF.  THIS WAIVER  SHALL APPLY TO ANY  SUBSEQUENT
AMENDMENTS,  RENEWALS,  SUPPLEMENTS OR  MODIFICATIONS  TO THIS AGREEMENT AND THE
OTHER LOAN DOCUMENTS.

     10.18  Entire  Agreement.  This  Agreement,  together  with the other  Loan
Documents,  embodies the entire agreement and  understanding  among the Company,
the Banks,  the  Designated  Bidders,  the  Swingline  Bank and the  Agent,  and
supersedes all prior or  contemporaneous  agreements and  understandings of such
Persons, oral or written, relating to the subject matter hereof and thereof.

                (remainder of page intentionally left blank)



                                     Page 63
<PAGE>




         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly  executed and  delivered in San  Francisco,  California by their proper and
duly authorized officers as of the day and year first above written.

                                ALBERTSON'S, INC.

                                By:
                                Title:

                                BANK OF AMERICA, N.A., as Agent

                                By:
                                Title:

                                BANK OF AMERICA, N.A., as Swingline Bank and as
                                a Bank

                                By:
                                Title:

                                BANK ONE, NA, as Documentation Agent and as a
                                Bank

                                By:
                                Title:



                                     Page 64
<PAGE>


                               WACHOVIA BANK, N.A., as Syndication Agent and as
                               a Bank

                               By:
                               Title:

                               BANCA DI ROMA, SAN FRANCISCO BRANCH

                               By:
                               Title:

                               THE BANK OF NEW YORK

                               By:
                               Title:

                               BANK OF OKLAHOMA, N.A.

                               By:
                               Title:

                               FIRSTAR BANK, NATIONAL ASSOCIATION

                               By:
                               Title:


                                     Page 65
<PAGE>




                               FIRST UNION NATIONAL BANK

                               By:
                               Title:

                               FIRST SECURITY BANK, N.A.

                               By:
                               Title:

                               HUNTINGTON NATIONAL BANK

                               By:
                               Title:

                               INTERNATIONAL BANK OF COMMERCE

                               By:
                               Title:

                               KEYBANK NATIONAL ASSOCIATION

                               By:
                               Title:



                                     Page 66
<PAGE>


                               THE NORTHERN TRUST COMPANY

                               By:
                               Title:

                               SOUTHTRUST BANK, N.A.

                               By:
                               Title:

                               SUNTRUST BANK, CENTRAL FLORIDA, N.A.

                               By:
                               Title:

                               UMB BANK, N.A.

                               By:
                               Title:

                               UNION BANK OF CALIFORNIA, N.A.

                               By:
                               Title:



                                     Page 67
<PAGE>


                               U.S. BANK NATIONAL ASSOCIATION

                               By:
                               Title:

                               WELLS FARGO BANK, N.A.

                               By:
                               Title:

                               MERRILL LYNCH BANK USA

                               By:
                               Title:





                                     Page 68
<PAGE>



                                     ANNEX I
                                  PRICING GRID

Applicable Margin and Applicable Fee Amount (Facility Fee): The Facility Fee and
the Applicable  Margin for Offshore Rate Committed Loans and Base Rate Committed
Loans shall be, at any time,  the rate per annum set forth in the tables  below.
"Indebtedness Rating" means the long term unsecured senior,  non-credit enhanced
debt  rating of the  Company  by  Standard  & Poor's  Ratings  Group or  Moody's
Investors  Service Inc. (in the case of a split  rating,  the higher rating will
apply,  unless the split  results in a  difference  of more than one rating,  in
which case the rating one rating  below the  highest  rating  will  apply).  Any
change in the  Applicable  Margin or Applicable  Fee Amount for the Facility Fee
shall become  effective  five  Business  Days after any public  announcement  of
Indebtedness Rating requiring such a change.
<TABLE>
<CAPTION>
<S>     <C>                    <C>                    <C>                       <C>
        Indebtedness                                          Offshore
           Rating                  Facility Fee             Rate Spread               Base Rate Spread
           ------                  ------------             -----------               ----------------
------------------------------ ---------------------- ------------------------- -----------------------------
------------------------------ ---------------------- ------------------------- -----------------------------

         => A or A2                   8.0 bps                 17.0 bps                     0 bps
------------------------------ ---------------------- ------------------------- -----------------------------
------------------------------ ---------------------- ------------------------- -----------------------------

         => A- or A3                  9.0 bps                 21.0 bps                     0 bps
------------------------------ ---------------------- ------------------------- -----------------------------
------------------------------ ---------------------- ------------------------- -----------------------------

       => BBB+ or Baa1               10.0 bps                 25.0 bps                     0 bps
------------------------------ ---------------------- ------------------------- -----------------------------
------------------------------ ---------------------- ------------------------- -----------------------------

       < BBB+ or Baa1                12.5 bps                 32.5 bps                     0 bps
------------------------------ ---------------------- ------------------------- -----------------------------

</TABLE>
Applicable Fee Amount (Utilization Fee): The Utilization Fee applicable to Loans
shall  be,  at any  time,  the rate per  annum  set  forth in the  table  below,
determined in accordance with usage:
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
<S>                             <C>                   <C>

                           -------------------------- -----------------------
                                   Facility
                                    Usage %              Utilization Fee
                           -------------------------- -----------------------
                           -------------------------- -----------------------

                                      50%                    10.0 bps
                           -------------------------- -----------------------
</TABLE>
If usage shall equal or exceed the applicable  percentage  specified  above, the
utilization fee corresponding to such percentage shall apply with respect to all
outstanding Loans.

                                    Annex 1-1.
<PAGE>



                                  SCHEDULE 2.01

                                   COMMITMENTS
                               AND PRO RATA SHARES
<TABLE>
<CAPTION>


                                                                                 PRO RATA
 BANK                                            COMMITMENT                       SHARE
 ----                                           ------------                    -------------

<S>                                             <C>                            <C>

BANK OF AMERICA, N.A.                           $135,000,000                   14.594594595%*

WACHOVIA BANK, N.A.                             $125,000,000                   13.513513514%*

BANK ONE, NA                                    $125,000,000                   13.513513514%*

WELLS FARGO BANK, N.A.                           $75,000,000                    8.108108108%*

U.S. BANK NATIONAL ASSOCIATION                   $75,000,000                    8.108108108%*

FIRST UNION NATIONAL BANK                        $75,000,000                    8.108108108%*

UNION BANK OF CALIFORNIA, N.A.                   $75,000,000                    8.108108108%*

THE NORTHERN TRUST COMPANY                       $42,500,000                    4.594594595%*

FIRST SECURITY BANK, N.A.                        $42,500,000                    4.594594595%*

SUNTRUST BANK                                    $25,000,000                    2.702702703%*

KEYBANK NATIONAL ASSOCIATION                     $25,000,000                    2.702702703%*

THE HUNTINGTON NATIONAL BANK                     $25,000,000                    2.702702703%*

THE BANK OF NEW YORK                             $12,500,000                    1.351351351%*

INTERNATIONAL BANK OF COMMERCE                   $12,500,000                    1.351351351%*

UMB BANK, N.A.                                   $12,500,000                    1.351351351%*

SOUTHTRUST BANK, N.A.                            $12,500,000                    1.351351351%*

BANCA DI ROMA, SAN FRANCISCO BRANCH              $12,500,000                    1.351351351%*

FIRSTAR BANK, NATIONAL ASSOCIATION               $12,500,000                    1.351351351%*

BANK OF OKLAHOMA, N.A.                            $5,000,000                    0.540540541%*


TOTAL                                          $925,000,000.00                          100%
</TABLE>
* [9 DECIMAL PTS.]

                                    S-2.01-1.
<PAGE>


                                 SCHEDULE 10.02

             PAYMENT OFFICES; ADDRESSES FOR NOTICES; LENDING OFFICES

COMPANY

Address for Notices:

Albertson's, Inc.
250 Park Center Blvd.
Box 20
Boise, Idaho  83726
Attention:      Finance Department
Telephone:      (208) 395-6534
Facsimile:      (208) 395-6631

BANK OF AMERICA, N.A.
     as Agent

Notices for Borrowing, Conversions/Continuations, and Payments:

Bank of America, N.A.
Mail Code:  CA4-706-05-09
Agency Services #5596
1850 Gateway Boulevard, 5th Floor
Concord, California  94520
Attention:      Tosha Clements
Telephone:      (925) 675-8409
Facsimile:      (925) 969-2805

Other Notices:

Bank of America, N.A.
Retail Industry Group #33751
Mail Code:  CA5-705-41-89
555 California Street, 41st Floor
San Francisco, California  94104
Attention:      James P. Johnson
Telephone:      (415) 622-6177
Facsimile:      (415) 622-4585


                                     S-10.02-1.
<PAGE>



Agent's Payment Office:

Bank of America, N.A.
Attention:      Agency Services #5596
Reference:      Albertson's, Inc.
For credit to Acct. No. 3750836479
ABA No. 111000012


BANK OF AMERICA, N.A.
     as Swingline Bank and as a Bank

Domestic and Offshore Lending Office:
(Borrowing Notices, Notices of Conversion/Continuation and Payments)

Bank of America, N.A.
Mail Code: CA4-706-05-09
1850 Gateway Boulevard, 4th Floor
Concord, California  94520
Attention:      Tosha Clements
Telephone:      (925) 675-8409
Facsimile:      (925) 969-2805

All other Notices:

Bank of America, N.A.
Retail Industry Group # 33751
Mail Code: CA5-705-41-89
555 California Street, 41st Floor
San Francisco, California  94104
Attention:      James P. Johnson
Telephone:      (415) 622-6177
Facsimile:      (415) 622-4585

WACHOVIA BANK, N.A.
         as Syndication Agent and as a Bank

Domestic and Offshore Lending Office:
Wachovia Bank, N.A.
191 Peachtree Street NE
MC-GA 370
Atlanta, Georgia  30303
Attention:        Bill Allen
Telephone:        (404) 332-5271
Facsimile:        (404) 332-4320


                                     S-10.02-2.
<PAGE>




Notices (other than Borrowing Notice and Notices of Conversion/Continuation):

Wachovia Bank, N.A.
191 Peachtree Street NE
MC-GA 370
Atlanta, Georgia  30303
Attention:        John A. Whitner
Telephone:        (404) 332-6738
Facsimile:        (404) 332-6898

BANK ONE, NA
         as Documentation Agent and as a Bank

Domestic and Offshore Lending Office:

Bank One, NA
One Bank One Plaza
IL1-0088, 14th Floor
Chicago, Illinois  60670
Attention:        Karen Hannusch
Telephone:        (312) 732-9868
Facsimile:        (312) 732-2715

Notices (other than Borrowing Notices and Notices of Conversion/Continuation):

Bank One, NA
One Bank One Plaza
IL1-0086, 14th Floor
Chicago, Illinois  60670
Attention:        Eva Drinis
Telephone:        (312) 732-5037
Facsimile:        (312) 336-4380

WELLS FARGO BANK, N.A.
         as Senior Managing Agent and as a Bank

Domestic and Offshore Lending Office:

Wells Fargo Bank, N.A.
707 Wilshire Boulevard, 16th Floor
MAC E28-18-165
Los Angeles, California  90017
Attention:        Matthew Frey
Telephone:        (213) 614-5038
Facsimile:        (213) 614-2305


                                     S-10.02-3.
<PAGE>




Notices (other than Borrowing Notices and Notices of Conversion/Continuation):

Wells Fargo Bank, N.A.
999 Third Avenue
Seattle, Washington  98104
Attention:        Steve Andersen
Telephone:        (206) 292-3666
Facsimile:        (206) 292-3595

U.S. BANK NATIONAL ASSOCIATION
         as Senior Managing Agent and as a Bank

Domestic and Offshore Lending Office:

U.S. Bank National Association
101 South Capital Boulevard
Boise, Idaho  83702
Attention:        Kathy O'Grady
Telephone:        (503) 275-3805
Facsimile:        (503) 275-8181

Notices (other than Borrowing Notices and Notices of Conversion/Continuation):

U.S. Bank National Association
101 South Capital Boulevard
Boise, Idaho  83702
Attention:        James W. Henken
Telephone:        (208) 383-7823
Facsimile:        (208) 383-7563

FIRST UNION NATIONAL BANK
         as Senior Managing Agent and as a Bank

Domestic and Offshore Lending Office:

First Union National Bank
301 South College Street, 4th Floor
Charlotte, North Carolina  28288-0479
Attention:        Todd Tucker
Telephone:        (704) 383-0905
Facsimile:        (704) 383-7999



                                     S-10.02-4.
<PAGE>




Notices (other than Borrowing Notices and Notices of Conversion/Continuation):

First Union National Bank
One First Union Center
Charlotte, North Carolina  28288
Attention:        Mike Grady
Telephone:        (704) 383-7514
Facsimile:        (704) 383-7236

UNION BANK OF CALIFORNIA, N.A.
         as Senior Managing Agent and as a Bank

Domestic and Offshore Lending Office:

Union Bank of California, N.A.
Commercial Customer Service Unit
1980 Saturn Street
Monterey Park, California  91755
Attention:        Ruby Gonzales
Telephone:        (323) 720-7055
Facsimile:        (323) 724-6198

Notices (other than Borrowing Notices and Notices of Conversion/Continuation):

Union Bank of California, N.A.
350 California Street, 6th Floor
San Francisco, California  94104
Attention:        Timothy P. Streb
Telephone:        (415) 705-7021
Facsimile:        (415) 705-7085

THE NORTHERN TRUST COMPANY
         as Managing Agent and as a Bank

Domestic and Offshore Lending Office:

The Northern Trust Company
50 South LaSalle
Chicago, Illinois  60675
Attention:        Linda Honda
Telephone:        (312) 444-3532
Facsimile:        (312) 630-1566

Notices (other than Borrowing Notices and Notices of Conversion/Continuation):

The Northern Trust Company
50 South LaSalle
Chicago, Illinois  60675
Attention:        Patrick J. Connelly
Telephone:        (312) 444-5048
Facsimile:        (312) 444-5055

FIRST SECURITY BANK, N.A.
         as Managing Agent and as a Bank

Domestic and Offshore Lending Office:

First Security Bank, N.A.
Commercial Loan Account Center
P.O. Box 7666
Boise, Idaho  83707-1666
Attention:        Mary Wissel
Telephone:        (208) 393-4046
Facsimile:        (208) 393-4540



                                     S-10.02-5.
<PAGE>




Notices (other than Borrowing Notices and Notices of Conversion/Continuation):

First Security Bank, N.A.
Idaho Corporate Banking
119 North 9th Street
Boise, Idaho  83702
Attention:        Mary Monroe
Telephone:        (208) 393-2106
Facsimile:        (208) 393-2472


THE BANKS

SUNTRUST BANK, CENTRAL FLORIDA, N.A.

Domestic and Offshore Lending Office:

Suntrust Bank, Central Florida, N.A.
200 South Orange Avenue
Orlando, Florida  32801
Attention:        Joanna Contreras
Telephone:        (407) 237-5283
Facsimile:        (407) 237-5342


                                     S-10.02-6.
<PAGE>




Notices (other than Borrowing Notices and Notices of Conversion/Continuation):

Suntrust Bank, Central Florida, N.A.
303 Peachtree Street, 3rd Floor
Atlanta, Georgia  30308
Attention:        Ann Ford
Telephone:        (407) 724-3899
Facsimile:        (407) 827-6270


KEYBANK NATIONAL ASSOCIATION

Domestic and Offshore Lending Office:

KeyBank National Association
831 East Parkcenter Boulevard
Boise, Idaho  88705
Attention:        Specialty Services Team
Telephone:        (800) 297-5518
Facsimile:        (800) 297-5495

Notices (other than Borrowing Notices and Notices of Conversion/Continuation):

KeyBank National Association
700 Fifth Avenue
WA31-10-4612
Seattle, Washington  98104
Attention:        Patrick Kennedy
Telephone:        (206) 684-6079
Facsimile:        (206) 684-6035

THE HUNTINGTON NATIONAL BANK

Domestic and Offshore Lending Office:

The Huntington National Bank
7450 Huntington Park Drive
Mail Code HZ0338
Columbus, Ohio  43235
Attention:        Alla Kier
Telephone:        (614) 480-1200
Facsimile:        (614) 480-2533



                                     S-10.02-7.
<PAGE>




Notices (other than Borrowing Notice and Notices of Conversion/Continuation):

The Huntington National Bank
240 South Pineapple Avenue
Mail Code FL631
Sarasota, Florida 34236
Attention:  James C. Wardlaw
Telephone:        (941) 951-4686
Facsimile:        (941) 951-4659

THE BANK OF NEW YORK

Domestic and Offshore Lending Office:

The Bank of New York
One Wall Street, 8th Floor
New York, New York  10286
Attention:        Charlotte Sohn
Telephone:        (212) 635-7869
Facsimile:        (212) 635-1481/1483

Notices (other than Borrowing Notice and Notices of Conversion/Continuation):

The Bank of New York
One Wall Street, 8th Floor
New York, New York  10286
Attention:        Charlotte Sohn
Telephone:        (212) 635-7869
Facsimile:        (212) 635-1481/1483

INTERNATIONAL BANK OF COMMERCE

Domestic and Offshore Lending Office:

International Bank of Commerce
130 East Travis
San Antonio, Texas  78205
Attention:        Christine D. McCullar
Telephone:        (210) 518-2507
Facsimile:        (210) 518-2591



                                     S-10.02-8.
<PAGE>




Notices (other than Borrowing Notices and Notices of Conversion/Continuation):

International Bank of Commerce
130 East Travis
San Antonio, Texas  78205
Attention:        Thomas Travis
Telephone:        (210) 518-2502
Facsimile:        (210) 518-2590

UMB BANK, N.A.

Domestic and Offshore Lending Office:

UMB Bank, n.a.
1010 Grand Boulevard
Kansas City, Missouri  64106
Attention:        Vaughnda Ritchie
Telephone:        (816) 860-7019
Facsimile:        (816) 860-3772

Notices (other than Borrowing Notices and Notices of Conversion/Continuation):

UMB Bank, n.a.
1010 Grand Boulevard
Kansas City, Missouri  64106
Attention:        David A. Proffitt
Telephone:        (816) 860-7935
Facsimile:        (816) 860-7143

SOUTHTRUST BANK

Domestic and Offshore Lending Office:

SouthTrust Bank
600 West Peachtree Street, 27th Floor
Atlanta, Georgia  30308
Attention:        Robert M. Searson
Telephone:        (404) 853-5754
Facsimile:        (404) 853-5766



                                     S-10.02-9.
<PAGE>




Notices (other than Borrowing Notice and Notices of Conversion/Continuation):

SouthTrust Bank
600 West Peachtree Street, 27th Fl
Atlanta, Georgia  30308
Attention:        Donna King
Telephone:        (404) 853-5763
Facsimile:        (404) 853-5766

BANCA DI ROMA, SAN FRANCISCO BRANCH

Domestic and Offshore Lending Office:

Banca di Roma, San Francisco Branch
One Market
Steuart Tower, Suite 1000
San Francisco, California  94105
Attention:        Richard G. Dietz
Telephone:        (415) 977-7320
Facsimile:        (415) 357-9869

Notices (other than Borrowing Notice and Notices of Conversion/Continuation):

Banca di Roma, San Francisco Branch
One Market
Steuart Tower, Suite 1000
San Francisco, California  94105
Attention:        Thomas C. Woodruff
Telephone:        (415) 977-7308
Facsimile:        (415) 357-9869

FIRSTAR BANK, NATIONAL ASSOCIATION

Domestic and Offshore Lending Office:

Firstar Bank, National Association
Commercial Loan Operations
1850 Osborn Avenue
Oshkosh, Wisconsin  54901
Attention:        Patti Gumbert
Telephone:        (920) 426-7913
Facsimile:        (920) 426-7655



                                     S-10.02-10.
<PAGE>




Notices (other than Borrowing Notices and Notices of Conversion/Continuation):

Firstar Bank, National Association
425 Walnut Street, 8th Floor
Mail Location 8160
Cincinnati, Ohio  45202
Attention:        Richard W. Neltner
Telephone:        (513) 632-4073
Facsimile:        (513) 632-2068

BANK OF OKLAHOMA, N.A.

Domestic and Offshore Lending Office:

Bank Of Oklahoma, N.A.
P.O. Box 2300
Tulsa, Oklahoma  94192
Attention:        Sharon Shannon
Telephone:        (918) 588-6335
Facsimile:        (918) 588-8231

Notices (other than Borrowing Notices and Notices of Conversion/Continuation):

Bank Of Oklahoma, N.A.
One Williams Tower
Tulsa, Oklahoma  94192
Attention:        Jane Faulkenberry
Telephone:        (918) 588-6272
Facsimile:        (918) 588-8231


                                     S-10.02-11.
<PAGE>



                                    EXHIBIT A

                           FORM OF NOTICE OF BORROWING

Date:  ______________

To:       Bank of America, N.A.,
               as Agent

Ladies and Gentlemen:

         The  undersigned,  Albertson's,  Inc.  (the  "Company"),  refers to the
Credit Agreement,  dated as of March 22, 2000 (as extended,  renewed, amended or
restated from time to time, the "5-Year Credit  Agreement"),  among the Company,
the  several  financial  institutions  from  time to  time  party  thereto  (the
"Banks"),  the Co-Agents party thereto, and Bank of America, N.A., as Agent (the
"Agent"),  the terms defined therein being used herein as therein  defined,  and
hereby  gives you notice  irrevocably,  pursuant  to Section  2.03 of the 5-Year
Credit Agreement, of the Committed Borrowing specified below:

1. The Business Day of the proposed Committed Borrowing is _______________.

2. The aggregate amount of the proposed Committed Borrowing is $______________.

3. The  Committed  Borrowing is to be comprised  of  $___________  of [Base Rate
Committed Loans] [Offshore Rate Committed Loans].

4. [The duration of the Interest  Period for the Offshore Rate  Committed  Loans
included in the Committed Borrowing shall be _____ months.]

         The undersigned hereby certifies that the following statements are true
on the  date  hereof,  and will be true on the  date of the  proposed  Committed
Borrowing,  before and after giving effect thereto and to the application of the
proceeds therefrom:

               (a) the  representations  and warranties of the Company contained
          in Article V of the 5-Year  Credit  Agreement  are true and correct as
          though  made  on and as of  such  date,  except  to  the  extent  such
          representations and warranties  expressly refer to an earlier date, in
          which case they are true and correct as of such date,  and except that
          this  notice  shall be deemed  instead to refer to the last day of the
          most  recent  year for  which  financial  statements  have  then  been
          delivered  in  respect  of the  representation  and  warranty  made in
          Section 5.10(a) of the 5-Year Credit Agreement;

               (b)  no  Default  or  Event  of  Default  has   occurred  and  is
          continuing, or would result from such proposed Borrowing;

               (c)  there  has  occurred  since  January  28,  1999 no  event or
          circumstance  that has  resulted  or could  reasonably  be expected to
          result in a Material Adverse Effect; and



                                     A-1.
<PAGE>


               (d) after giving effect to the proposed Committed Borrowing,  the
          aggregate principal amount of all outstanding Committed Loans plus the
          aggregate principal amount of all Bid Loans outstanding,  shall not at
          any time exceed the Aggregate Commitments.


                                        ALBERTSON'S, INC.


                                        By:
                                        Title:




                                     A-2.
<PAGE>



                                    EXHIBIT B

                    FORM OF NOTICE OF CONVERSION/CONTINUATION


Date:  _______________

To:       Bank of America, N.A.,
               as Agent

Ladies and Gentlemen:

         The  undersigned,  Albertson's  (the  "Company"),  refers to the Credit
Agreement, dated as of March 22, 2000 (as extended, renewed, amended or restated
from time to time,  the  "5-Year  Credit  Agreement"),  among the  Company,  the
several  financial  institutions  from time to time party thereto (the "Banks"),
the Co-Agents party thereto, and Bank of America,  N.A., as Agent (the "Agent"),
the terms defined therein being used herein as therein defined, and hereby gives
you notice irrevocably, pursuant to Section 2.04 of the 5-Year Credit Agreement,
of the [conversion] [continuation] of Committed Loans specified below:

1. The Conversion/Continuation Date is ______________.

2. The aggregate amount of the Committed Loans to be [converted] [continued]
is $_______________.

3. The Committed Loans are to be [converted into] [continued as] [Offshore Rate
Committed Loans] [Base Rate Committed Loans].

4. [The duration of the Interest Period for the [Offshore Rate Committed Loans]
included in the [conversion][continuation] shall be [____ months].]


                                        ALBERTSON'S, INC.


                                        By:
                                        Title:


                                     B-1.
<PAGE>



                                    EXHIBIT C

                         FORM OF COMPLIANCE CERTIFICATE


                                ALBERTSON'S, INC.

                    Financial Statements Date: ______________


         Reference is made to that certain  Credit  Agreement  dated as of March
22,  2000 (as  extended,  renewed,  amended or restated  from time to time,  the
"5-Year Credit Agreement"),  among  ______________ (the "Company"),  the several
financial  institutions  from time to time  party  thereto  (the  "Banks"),  the
Co-Agents party thereto, and Bank of America,  N.A., as Agent (in such capacity,
the "Agent").  Unless otherwise  defined herein,  capitalized  terms used herein
have the respective meanings assigned to them in the 5-Year Credit Agreement.

         The undersigned  Responsible Officer of the Company hereby certifies as
of the date hereof  that he/she is the  [_______________]  of the  Company,  and
that, as such,  he/she is authorized to execute and deliver this  Certificate to
the Banks  and the  Agent on the  behalf  of the  Company  and its  consolidated
Subsidiaries, and that:

[Use the following paragraph if this Certificate is delivered in connection with
the financial  statements  required by  subsection  6.01(a) of the 5-Year Credit
Agreement.]

         1.  Attached  hereto  are  true  and  correct  copies  of  the  audited
consolidated  balance sheet of the Company and its Consolidated  Subsidiaries as
at the end of the fiscal year ended _______________ and the related consolidated
statements of income or operations, shareholders' equity and cash flows for such
year,  setting  forth  in each  case in  comparative  form the  figures  for the
previous  fiscal  year,  all  reported  on in a  manner  acceptable  to the SEC,
accompanied by the unqualified opinion of the Independent Auditor, which opinion
(a) shall state that such consolidated  financial  statements present fairly the
financial  position for the periods indicated in conformity with GAAP applied on
a basis  consistent  with prior years and (b) is not  qualified  as to (i) going
concern, or (ii) any limitation in the scope of audit.

                                       or

[Use the following paragraph if this Certificate is delivered in connection with
the financial  statements  required by  subsection  6.01(b) of the 5-Year Credit
Agreement.]

1. Attached  hereto are true and correct  copies of the  unaudited  consolidated
balance sheet of the Company and its Consolidated  Subsidiaries as of the end of
the fiscal quarter ended  _________ and the related  consolidated  statements of
income,  shareholders'  equity and cash flows for the period  commencing  on the
first day and ending on the last day of such  quarter,  which are  complete  and
accurate in all material  respects and fairly  present,  in accordance with GAAP
(subject to ordinary,  good faith  year-end  audit  adjustments),  the financial
position,  the results of  operations  and the cash flows of the Company and the
Consolidated Subsidiaries.


                                    C-1
<PAGE>




2. The  undersigned  has reviewed  and is familiar  with the terms of the 5-Year
Credit  Agreement  and  has  made,  or  has  caused  to be  made  under  his/her
supervision,  a detailed review of the transactions and condition  (financial or
otherwise)  of the Company and its  Subsidiaries  during the  accounting  period
covered by the attached financial statements.

3.  The  Company  and its  Subsidiaries,  during  such  period,  have  observed,
performed or satisfied all of the covenants and other agreements,  and satisfied
every  condition in the 5-Year  Credit  Agreement  to be observed,  performed or
satisfied  by the  Company  and its  Subsidiaries,  and the  undersigned  has no
knowledge of any Default or Event of Default.

4. The  financial  covenant  analyses  and  information  set forth on Schedule 1
attached hereto are true and accurate on and as of the date of this Certificate.

IN WITNESS  WHEREOF,  the  undersigned  has  executed  this  Certificate  as the
____________ of the Company as of ____________, ________.



                                   ALBERTSON'S, INC.


                                   By:
                                   Title:




                                     C-2
<PAGE>




                                   SCHEDULE 1
                          to the Compliance Certificate


                                ALBERTSON'S, INC.
               5-YEAR CREDIT AGREEMENT DATED AS OF MARCH 22, 2000

Dated _________________

For the fiscal quarter ended __________

(in thousands)



Consolidated Tangible Net Worth Calculation:


Common stock                                                        $___________
Capital in excess                                                    ___________
Retained earnings                                                    ___________

Stockholders' equity                                                 ___________

    Plus:       Deferred investment tax credits                      ___________
    Minus:      Intangible assets:
                (specify)                                            ___________
    Plus:       CTNW Adjustments, if any:
                (specify)                                            ___________

Consolidated Tangible Net Worth                                      $__________



Section 7.05: Consolidated Tangible Net Worth shall be not less
              than $2.1 billion                                      $__________





                                     1
<PAGE>




                                    EXHIBIT D

                   FORM OF LEGAL OPINION OF COMPANY'S COUNSEL

                   [Form of opinion of Thomas R. Saldin, Esq.,
          Executive Vice-President and General Counsel to the Company]

                                 March 22, 2000


To the Banks and the Agent Referred to Below
c/o Bank of America N.A., as Agent

                  Re:      Albertson's, Inc.

Ladies and Gentlemen:

                  I have acted as counsel for Albertson's,  Inc. (the "Company")
in connection with the Credit Agreement, dated as of March 22, 2000 (the "5-Year
Credit Agreement") among the Company,  the financial  institutions party thereto
(the "Banks"),  the Documentation Agent and the Syndication Agent party thereto,
and Bank of America N.A., as Agent (the "Agent").

                  This  opinion is being  delivered  to you  pursuant to Section
4.01(d) of the 5-Year Credit  Agreement.  Capitalized  terms used herein and not
otherwise defined herein shall have the same meanings herein as ascribed thereto
in the 5-Year Credit Agreement.

                  I have  examined  originals or copies,  certified or otherwise
identified to my  satisfaction,  of the Loan Documents and such other documents,
corporate  records,  certificates of public officials and other  instruments and
have  conducted  such  other  investigations  of fact  and law as I have  deemed
necessary or advisable for purposes of this opinion.

                  In my  examination  I have  assumed the legal  capacity of all
natural persons, the genuineness of all signatures,  including endorsements, the
authority of all persons  signing each of the documents on behalf of the parties
thereto (other than the Company), the authenticity of all documents submitted to
me as originals, the conformity to original documents of all documents submitted
to me as certified or photostatic  copies, and the authenticity of the originals
of  such  copies.  As to any  facts  material  to this  opinion  which I did not
independently establish or verify, I have relied upon oral or written statements
and  representations  of officers and other  representatives  of the Company and
others, and factual representations contained in the Loan Documents.

                  I am a member of the Bar of the State of Idaho,  and I express
no opinion as to the laws of any jurisdiction, or the effect of any such laws on
the opinions herein stated,  other than (i) the laws of the State of Idaho, (ii)
the General  Corporation  Law of the State of Delaware (the "Delaware  Statute")
with  respect to the  opinions  set forth in  paragraph 1 hereof,  and (iii) the
federal laws of the United States of America to the extent specifically referred
to herein.

                  Upon the basis of the foregoing, I am of the opinion that:


                                     D-1
<PAGE>




     1. The Company is a corporation duly incorporated,  validly existing and in
good standing under the Delaware  Statute,  and has all corporate powers and all
material governmental licenses, authorizations,  consents and approvals required
to carry on its business as now conducted. The Company is qualified as a foreign
corporation and is in good standing in the State of Idaho.

     2. The  execution,  delivery  and  performance  by the  Company of the Loan
Documents are within the Company's  corporate powers,  have been duly authorized
by all  necessary  corporate  action,  require no action by or in respect of, or
filing with, any governmental body, agency or official and do not contravene, or
constitute a default under,  any provision of applicable law or regulation or of
the certificate of  incorporation or by-laws of the Company or of any agreement,
judgment, injunction, order, decree or other instrument binding upon the Company
or result in the creation or  imposition of any Lien on any asset of the Company
or any of its Subsidiaries.

     3. The Loan  Documents have been duly executed and delivered by the Company
and  constitute  valid  and  binding  agreements  of the  Company,  in each case
enforceable in accordance with their terms, except as the same may be limited by
bankruptcy, insolvency or similar laws affecting creditors' rights generally and
by general principles of equity.  Insofar as this opinion addresses  instruments
or  agreements  expressed  to be  governed by New York law, it is my opinion (i)
that an Idaho court would give effect to such choice of New York Law and (ii) in
any event, the conclusion  stated in this paragraph would be correct as a matter
of Idaho law.

     4. Except as disclosed in the Company's 1998 Form 10-K, there is no action,
suit or proceeding  pending against,  or to the best of my knowledge  threatened
against or affecting, the Company or any of its Subsidiaries before any court or
arbitrator or any  governmental  body,  agency or official,  in which there is a
reasonable  possibility of an adverse decision which could materially  adversely
effect the business,  consolidated financial position or consolidated reports of
operations  of the Company and its  Consolidated  Subsidiaries,  considered as a
whole or which in any  manner  draws  into  question  the  validity  of the Loan
Documents.

     5. The Company is not an "investment company," or a company "controlled" by
an "investment  company,"  within the meaning of the  Investment  Company Act of
1940, as amended.

                  This  opinion is being  furnished  only to you solely for your
benefit in connection  with the 5-Year  Credit  Agreement and is not to be used,
circulated,  quoted,  referred to or relied upon by any other  person or for any
other purpose without my prior express written consent;  provided, the Agent and
each Bank may deliver a copy to its legal counsel in connection  with the 5-Year
Credit Agreement,  to any prospective Assignee or Participant of any Bank and to
any successor Agent, and such legal counsel, any Assignee or Participant and any
successor Agent shall be entitled to rely hereon,  it being understood that this
opinion is rendered only as of the date hereof.

                                Very truly yours,


                                     D-2
<PAGE>



                                    EXHIBIT E

                        FORM OF ASSIGNMENT AND ACCEPTANCE


         This  ASSIGNMENT  AND  ACCEPTANCE   AGREEMENT  (this   "Assignment  and
Acceptance") dated as of _____________ is made between  __________________  (the
"Assignor") and ________________ (the "Assignee").

                                    RECITALS

         WHEREAS,  the Assignor is party to that certain Credit  Agreement dated
as of March 22, 2000 (as amended,  restated,  modified,  supplemented or renewed
from time to time, the "5-Year Credit Agreement"),  among Albertson's, Inc. (the
"Company"),  the several financial  institutions from time to time party thereto
(including the Assignor,  the "Banks"), the Co-Agents party thereto, and Bank of
America,  N.A., as agent for the Banks (the  "Agent").  Any terms defined in the
5-Year Credit  Agreement and not defined in this  Assignment  and Acceptance are
used herein as defined in the 5-Year Credit Agreement;

         WHEREAS,  as provided under the 5-Year Credit  Agreement,  the Assignor
has  committed  to making  Loans to the  Company in an  aggregate  amount not to
exceed $__________ (the "Commitment");

         WHEREAS, [the Assignor has made Loans in the aggregate principal amount
of $__________ to the Company  consisting of  $___________  principal  amount of
Committed Loans [and $____________ principal amount of Bid Loans]] [no Loans are
outstanding under the 5-Year Credit Agreement]; and

         WHEREAS,  the Assignor  wishes to assign to the Assignee  [part of the]
[all] rights and  obligations of the Assignor under the 5-Year Credit  Agreement
in respect of its Commitment,  [together with a corresponding portion of each of
its outstanding Loans], in an amount equal to ___% of the Assignor's  Commitment
and Loans, on the terms and subject to the conditions set forth herein,  and the
Assignee  wishes  to  accept  assignment  of  such  rights  and to  assume  such
obligations from the Assignor on such terms and subject to such conditions;

         NOW,  THEREFORE,  in  consideration  of the  foregoing  and the  mutual
agreements contained herein, the parties hereto agree as follows:

1.   Assignment and Acceptance.

     (a) Subject to the terms and conditions of this  Assignment and Acceptance,
(i) the Assignor hereby sells,  transfers and assigns to the Assignee,  and (ii)
the Assignee hereby purchases, assumes and undertakes from the Assignor, without
recourse  and without  representation  or  warranty  (except as provided in this
Assignment and Acceptance) ___% (the "Assignee's  Percentage  Share") of (A) the
Commitment [and the Loans] of the Assignor and (B) all related rights, benefits,
obligations, liabilities and indemnities of the Assignor under and in connection
with the 5-Year Credit Agreement and the Loan Documents.


                                     E-1
<PAGE>




     (b) With  effect on and after the  Effective  Date (as defined in Section 5
hereof),  the  Assignee  shall be a party to the  5-Year  Credit  Agreement  and
succeed to all of the rights and be obligated to perform all of the  obligations
of a  Bank  under  the  5-Year  Credit  Agreement,  including  the  requirements
concerning confidentiality and the payment of indemnification, with a Commitment
in the amount set forth in  subsection  (c) below.  The Assignee  agrees that it
will perform in accordance with their terms all of the obligations  which by the
terms of the 5-Year  Credit  Agreement  are  required to be performed by it as a
Bank. It is the intent of the parties hereto that the Commitment of the Assignor
shall,  as of the  Effective  Date, be reduced by an amount equal to the portion
thereof  assigned to the Assignee  hereunder,  and the Assignor shall relinquish
its  rights  and be  released  from its  obligations  under  the  5-Year  Credit
Agreement  to the extent such  obligations  have been  assumed by the  Assignee;
provided,  however,  that the  Assignor  shall not  relinquish  its rights under
Article III or Sections  10.04 and 10.05 of the 5-Year  Credit  Agreement to the
extent such rights relate to the time prior to the Effective Date.

     (c) After giving effect to the  assignment and assumption set forth herein,
on the Effective Date: (i) the Assignee's  Commitment  will be $__________;  and
(ii)   the   Assignee's   aggregate   outstanding   Committed   Loans   will  be
$_______________ [and its aggregate outstanding Bid Loans will be $___________].

     (d) After giving effect to the  assignment and assumption set forth herein,
on the Effective Date: (i) the Assignor's  Commitment  will be $__________;  and
(ii)   the   Assignor's   aggregate   outstanding   Committed   Loans   will  be
$_______________ [and its aggregate outstanding Bid Loans will be $___________].

2.   Payments.

     (a) As consideration for the sale,  assignment and transfer contemplated in
Section 1 hereof,  the Assignee  shall pay to the Assignor on the Effective Date
in immediately available funds an amount equal to $__________,  representing the
Assignee's Percentage Share of the principal amount of all Loans previously made
by the Assignor to the Company under the 5-Year Credit Agreement and outstanding
on the Effective Date.

     (b) The  [Assignor]  [Assignee]  further  agrees  to pay to  the  Agent  a
processing  fee in the amount  specified in Section  10.08 of the 5-Year  Credit
Agreement.

3.  Reallocation of Payments.  Any interest,  fees and other payments accrued to
the Effective  Date with respect to the  Commitment  [and Loans] of the Assignor
shall be for the account of the Assignor. Any interest,  fees and other payments
accrued on and after the  Effective  Date with  respect  to the  portion of such
Commitment  [and Loans] assigned to the Assignee shall be for the account of the
Assignee.  Each of the  Assignor  and the  Assignee  agrees that it will hold in
trust for the other  party any  interest,  fees and other  amounts  which it may
receive to which the other party is entitled pursuant to the preceding  sentence
and pay to the other party any such amounts  which it may receive  promptly upon
receipt.

4. Independent  Credit  Decision.  The Assignee:  (a)  acknowledges  that it has
received a copy of the 5-Year Credit Agreement and the Schedules and Exhibits


                                     E-2
<PAGE>




thereto,  together with copies of the most recent financial  statements referred
to in Section  5.10 or Section  6.01 of the 5-Year  Credit  Agreement,  and such
other  documents and  information  as it has deemed  appropriate to make its own
credit  and legal  analysis  and  decision  to enter  into this  Assignment  and
Acceptance; and (b) agrees that it will, independently and without reliance upon
the  Assignor,  the Agent or any  other  Bank and  based on such  documents  and
information as it shall deem  appropriate at the time,  continue to make its own
credit  and legal  decisions  in taking or not  taking  action  under the 5-Year
Credit Agreement.

5.   Effective Date; Notices.

     (a) As between the Assignor and the Assignee,  the effective  date for this
Assignment  and  Acceptance  shall be  ______________  (the  "Effective  Date");
provided  that the  following  conditions  precedent  have been  satisfied on or
before the Effective Date:

          (i) this Assignment and Acceptance  shall be executed and delivered by
     the Assignor and the Assignee;

          (ii) any  consent of the  Company,  the  Swingline  Bank and the Agent
     required  under  Section  10.08  of the  5-Year  Credit  Agreement  for the
     effectiveness  of the assignment  hereunder by the Assignor to the Assignee
     shall have been duly  obtained  and shall be in full force and effect as of
     the Effective Date;

          (iii) the  Assignee  shall pay to the  Assignor all amounts due to the
     Assignor under this Assignment and Acceptance;

          (iv) the  processing  fee  referred  to in Section  2(b) hereof and in
     Section  10.08 of the 5-Year Credit  Agreement  shall have been paid to the
     Agent; and

          (v) the  Assignor  and  Assignee  shall have  complied  with the other
     requirements  of Section 10.08 of the 5-Year Credit  Agreement and with the
     requirements of Sections 9.10 and 10.10 of the 5-Year Credit  Agreement (in
     each case to the extent applicable).

     (b) Promptly following the execution of this Assignment and Acceptance, the
Assignor shall deliver to the Company and the Agent for  acknowledgement  by the
Agent,  a Notice of  Assignment  substantially  in the form  attached  hereto as
Schedule 1.

6. Agent.  The Assignee hereby appoints and authorizes the Assignor to take such
action as agent on its  behalf  and to  exercise  such  powers  under the 5-Year
Credit  Agreement  as are  delegated  to the Agent by the Banks  pursuant to the
terms of the 5-Year Credit  Agreement.  [The Assignee  shall assume no duties or
obligations  held by the  Assignor  in its  capacity  as Agent  under the 5-Year
Credit Agreement.] [INCLUDE ONLY IF ASSIGNOR IS AGENT]

7.  Withholding  Tax. The Assignee (a)  represents and warrants to the Assignor,
the Agent and the Company that under  applicable law and treaties no tax will be
required to be withheld by the Bank with  respect to any  payments to be made to
the Assignee hereunder,  and (b) agrees to furnish (if it is organized under the
laws of any  jurisdiction  other than the United States or any State thereof) to
the Agent and the Company prior to the time that the Agent or


                                     E-3
<PAGE>




Company is  required  to make any  payment of  interest or fees under the 5-Year
Credit Agreement,  duplicate  executed originals of either U.S. Internal Revenue
Service Form W-8BEN or U.S.  Internal  Revenue  Service Form W-8ECI (wherein the
Assignee claims  entitlement to the benefits of a tax treaty that provides for a
complete  exemption  from U.S.  federal income  withholding  tax on all payments
hereunder)  and agrees to provide new Forms W-8BEN or W-8ECI upon the expiration
of any  previously  delivered form or comparable  statements in accordance  with
applicable U.S. law and regulations  and amendments  thereto,  duly executed and
completed  by the  Assignee,  as and  when  required  under  the  5-Year  Credit
Agreement.

8.   Representations and Warranties.

     (a) The  Assignor  represents  and  warrants  that (i) it is the  legal and
beneficial  owner of the interest  being  assigned by it hereunder and that such
interest is free and clear of any Lien or other adverse  claim;  (ii) it is duly
organized and existing and it has the full power and authority to take,  and has
taken,  all  action  necessary  to  execute  and  deliver  this  Assignment  and
Acceptance  and any other  documents  required  or  permitted  to be executed or
delivered by it in connection with this Assignment and Acceptance and to fulfill
its obligations hereunder;  (iii) no notices to, or consents,  authorizations or
approvals of, any Person are required  (other than those  referred to in Section
5(a)(ii)  hereof  and any  already  given or  obtained)  for its due  execution,
delivery and performance of this  Assignment and Acceptance,  and apart from any
agreements or undertakings or filings  required by the 5-Year Credit  Agreement,
no further action by, or notice to, or filing with, any Person is required of it
for such  execution,  delivery  or  performance;  and (iv) this  Assignment  and
Acceptance has been duly executed and delivered by it and constitutes the legal,
valid and binding obligation of the Assignor,  enforceable  against the Assignor
in accordance with the terms hereof, subject, as to enforcement,  to bankruptcy,
insolvency,  moratorium,  reorganization  and other laws of general  application
relating to or affecting creditors' rights and to general equitable principles.

     (b) The  Assignor  makes no  representation  or  warranty  and  assumes  no
responsibility  with respect to any  statements,  warranties or  representations
made in or in  connection  with the 5-Year  Credit  Agreement or the  execution,
legality,  validity,  enforceability,  genuineness,  sufficiency or value of the
5-Year Credit Agreement or any other instrument or document  furnished  pursuant
thereto.  The Assignor makes no  representation  or warranty in connection with,
and assumes no responsibility with respect to, the solvency, financial condition
or statements of the Company,  or the  performance or observance by the Company,
of any of its respective  obligations  under the 5-Year Credit  Agreement or any
other instrument or document furnished in connection therewith.

     (c) The Assignee  represents and warrants that (i) it is duly organized and
existing and it has full power and authority to take, and has taken,  all action
necessary to execute and deliver this  Assignment  and  Acceptance and any other
documents  required or permitted to be executed or delivered by it in connection
with this Assignment and Acceptance,  and to fulfill its obligations  hereunder;
(ii) no notices to, or consents,  authorizations or approvals of, any Person are
required  (other  than  those  referred  to in Section  5(a)(ii)  hereof and any
already given or obtained) for its due  execution,  delivery and  performance of
this Assignment and Acceptance; and apart from any agreements or undertakings or
filings required by the 5-Year Credit Agreement, no further action by, or notice
to, or filing with, any Person is required of it for such execution, delivery or


                                     E-4
<PAGE>




performance;  (iii) this  Assignment  and  Acceptance has been duly executed and
delivered by it and constitutes the legal,  valid and binding  obligation of the
Assignee,  enforceable against the Assignee in accordance with the terms hereof,
subject,   as   to   enforcement,   to   bankruptcy,   insolvency,   moratorium,
reorganization  and other laws of general  application  relating to or affecting
creditors'  rights  and to  general  equitable  principles;  and  (iv)  it is an
Eligible Assignee.

9.   Further Assurances.

     (a) The Company  shall  ensure that all written  information,  exhibits and
reports  furnished  to the  Agent or the Banks do not and will not  contain  any
untrue  statement  of a material  fact and do not and will not omit to state any
material fact or any fact necessary to make the statements contained therein not
misleading  in  light of the  circumstances  in which  made,  and will  promptly
disclose  to the Agent and the Banks and correct any defect or error that may be
discovered therein or in any Loan Document or in the execution,  acknowledgement
or recordation thereof.

     (b) Promptly upon request by the Agent or the Majority  Banks,  the Company
shall (and shall cause any of its Subsidiaries to) do, execute, acknowledge, and
deliver,  any and all such  further  acts,  certificates,  assurances  and other
instruments the Agent or such Banks, as the case may be, may reasonably  require
from time to time in order to carry out more  effectively  the  purposes of this
Agreement or any other Loan Document.

10.  Miscellaneous.

     (a) Any  amendment  or  waiver  of any  provision  of this  Assignment  and
Acceptance  shall be in writing and signed by the parties hereto.  No failure or
delay by either  party  hereto  in  exercising  any  right,  power or  privilege
hereunder  shall operate as a waiver thereof and any waiver of any breach of the
provisions of this Assignment and Acceptance  shall be without  prejudice to any
rights with respect to any other or further breach thereof.

     (b) All  payments  made  hereunder  shall be made  without  any  set-off or
counterclaim.

     (c) The Assignor and the Assignee shall each pay its own costs and expenses
incurred  in  connection  with  the  negotiation,   preparation,  execution  and
performance of this Assignment and Acceptance.

     (d) This  Assignment  and  Acceptance  may be  executed  in any  number  of
counterparts  and all of such  counterparts  taken  together  shall be deemed to
constitute one and the same instrument.

     (e) THIS  ASSIGNMENT AND  ACCEPTANCE  SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE  WITH THE LAW OF THE STATE OF NEW YORK. THE ASSIGNOR AND THE ASSIGNEE
EACH  IRREVOCABLY  SUBMITS  TO THE  NON-EXCLUSIVE  JURISDICTION  OF ANY STATE OR
FEDERAL  COURT SITTING IN NEW YORK OVER ANY SUIT,  ACTION OR PROCEEDING  ARISING
OUT OF OR RELATING TO THIS ASSIGNMENT AND ACCEPTANCE AND IRREVOCABLY AGREES THAT


                                     E-5
<PAGE>




ALL CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING  MAY BE HEARD AND  DETERMINED
IN SUCH NEW YORK  STATE OR FEDERAL  COURT.  EACH  PARTY TO THIS  ASSIGNMENT  AND
ACCEPTANCE HEREBY  IRREVOCABLY  WAIVES, TO THE FULLEST EXTENT IT MAY EFFECTIVELY
DO SO, ANY OBJECTION, INCLUDING ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON
THE GROUNDS OF FORUM NON  CONVENIENS,  WHICH IT MAY NOW OR HEREAFTER HAVE TO THE
BRINGING OF ANY ACTION OR  PROCEEDING  IN SUCH  JURISDICTION  IN RESPECT OF THIS
ASSIGNMENT AND ACCEPTANCE OR ANY DOCUMENT  RELATED HERETO,  AND PERSONAL SERVICE
OF ANY SUMMONS, COMPLAINT OR OTHER PROCESS, WHICH MAY BE MADE BY ANY OTHER MEANS
PERMITTED BY NEW YORK LAW.

(f) THE  ASSIGNOR  AND THE  ASSIGNEE  EACH  HEREBY  KNOWINGLY,  VOLUNTARILY  AND
INTENTIONALLY WAIVES ANY RIGHTS IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY
LITIGATION  BASED HEREON,  OR ARISING OUT OF, UNDER,  OR IN CONNECTION WITH THIS
ASSIGNMENT AND  ACCEPTANCE,  AND ANY RELATED  DOCUMENTS AND  AGREEMENTS,  OR THE
TRANSACTIONS  CONTEMPLATED HEREBY OR THEREBY, IN ANY ACTION, PROCEEDING OR OTHER
LITIGATION OF ANY TYPE BROUGHT BY EITHER OF THE PARTIES AGAINST THE OTHER PARTY,
WHETHER WITH RESPECT TO CONTRACT CLAIMS, TORT CLAIMS, OR OTHERWISE.  EACH OF THE
PARTIES  ALSO AGREES THAT ANY SUCH CLAIM OR CAUSE OF ACTION  SHALL BE TRIED BY A
COURT TRIAL WITHOUT A JURY.

[Other provisions to be added as may be negotiated  between the Assignor and the
Assignee,  provided that such  provisions are not  inconsistent  with the 5-Year
Credit Agreement.]

         IN WITNESS  WHEREOF,  the Assignor  and the  Assignee  have caused this
Assignment and Acceptance to be executed and delivered by their duly  authorized
officers as of the date first above written.

                                [ASSIGNOR]


                                By:
                                Title:

                                [ASSIGNEE]


                                By:
                                Title:




                                    E-6
<PAGE>



                                   SCHEDULE 1
                        to the Assignment and Acceptance


                       NOTICE OF ASSIGNMENT AND ACCEPTANCE


Date: ___________________
Bank of America, N.A.
Retail Industry Group #33751
[Mail Code:  CA5-705-41-89]
555 California Street, 41st Floor
San Francisco, CA  94104
Attention: James P. Johnson
Telephone:  (415) 622-6177
Facsimile:   (415)

Albertson's, Inc.
250 Park Center Blvd.
Box 20
Boise, ID  83726
Attention:  Finance Department
Telephone:  (208) 395-6534
Facsimile:   (208) 395-6631

Ladies and Gentlemen:

         We refer  to the  Credit  Agreement  dated  as of  March  22,  2000 (as
amended,  restated,  modified,  supplemented  or renewed from time to time,  the
"5-Year Credit  Agreement") among Albertson's,  Inc. (the "Company"),  the Banks
referred to therein, the Co-Agents party thereto, and Bank of America,  N.A., as
Agent for the Banks (the "Agent").  Terms defined in the 5-Year Credit Agreement
are used herein as therein defined.

         1. We hereby  give you  notice  of[,  and  request  the  consent of the
Swingline   Bank,   [the  Company  and]  the  Agent  to,]  the   assignment   by
________________________   (the   "Assignor")   to   ____________________   (the
"Assignee") of ____% of the right,  title and interest of the Assignor in and to
the 5-Year Credit Agreement (including,  without limitation, ____% of the right,
title and interest of the Assignor in and to the Commitment of the Assignor [and
all outstanding Loans made by the Assignor]) pursuant to that certain Assignment
and  Acceptance  Agreement,   dated  as  of  ___________  (the  "Assignment  and
Acceptance")  between  Assignor and  Assignee,  a copy of which  Assignment  and
Acceptance  is attached  hereto.  Before giving  effect to such  assignment  the
Assignor's  Commitment  is  $___________.  [The  Assignor  has made Loans in the
aggregate   principal  amount  of  $__________  to  the  Company  consisting  of
$___________  principal amount of Committed Loans [and  $____________  principal
amount of Bid  Loans].]  [No  Loans are  outstanding  under  the  5-Year  Credit
Agreement.]


                                     1.
<PAGE>




         2. The Assignee  agrees that, upon receiving the consent of the Company
and the  Agent  to such  assignment  (if  applicable)  and from  and  after  the
Effective  Date (as such term is  defined  in  Section 5 of the  Assignment  and
Acceptance),  the  Assignee  shall be bound by the  terms of the  5-Year  Credit
Agreement,  with respect to the interest in the 5-Year Credit Agreement assigned
to it as  specified  above,  as fully and to the same extent as if the  Assignee
were the Bank originally holding such interest in the 5-Year Credit Agreement.

         3.       The following administrative details apply to the Assignee:

         (A)      Lending Office(s):

                 Assignee name:
                 Address:



                 Attention:
                 Telephone:              (    )
                                         ------
                 Facsimile:              (    )
                                         ------

                 Assignee name:
                 Address:



                 Attention:
                 Telephone:              (    )
                                         ------
                 Facsimile:              (    )
                                         ------

         (B)     Notice Address:

                 Assignee name:
                 Address:



                 Attention:
                 Telephone:              (    )
                                         ------
                 Facsimile:              (    )
                                         ------

         (C)     Payment Instructions:

                 Account No.:
                 At:

                                     2.

<PAGE>





                 Reference:
                 Attention:

         4. You are entitled to rely upon the representations, warranties and
covenants of each of the Assignor and Assignee contained in the Assignment and
Acceptance.

         5. This  Notice of  Assignment  and  Acceptance  may be executed by the
Assignor  and the  Assignee  in  separate  counterparts,  each of which  when so
executed and delivered  shall be deemed to be an original and all of which taken
together shall constitute one and the same notice and agreement.

         IN WITNESS  WHEREOF,  the Assignor  and the  Assignee  have caused this
Notice of  Assignment  and  Acceptance to be executed by their  respective  duly
authorized officials, officers or agents as of the date first above mentioned.


                                        Very truly yours,
Adjusted Commitment:                    [ASSIGNOR]
-------------------
$                                       By:
 -----------------------------

                                        Title:

Adjusted Pro Rata Share:
-----------------------

-------%

Commitment:                             [ASSIGNEE]
----------

$                            ]          By:
 ----------------------------

                                        Title:

Pro Rata Share:
--------------

-------%

[CONSENTED TO this _____ day of ___________________:

ALBERTSON'S, INC.

By:

Title:                                             ]
        -------------------------------------------


                                     3.
<PAGE>




ACKNOWLEDGED [AND CONSENTED TO] this ____ day of ________:

BANK OF AMERICA, N.A., as Agent and as Swingline Bank

By:

Title:


                                     4.
<PAGE>




                                    EXHIBIT F

                     FORM OF INVITATION FOR COMPETITIVE BIDS



Via Facsimile

Date:  __________________

To the Bid Loan Banks and Designated Bidders Listed on Annex A Attached Hereto
                                                       -------

Ladies and Gentlemen:

         Reference is made to that certain  Credit  Agreement  dated as of March
22,  2000 (as  extended,  renewed,  amended or restated  from time to time,  the
"5-Year Credit Agreement"),  among  _______________  (the "Company"),  the Banks
party thereto, the Co-Agents party thereto, and Bank of America,  N.A., as Agent
for the Banks (the  "Agent").  Capitalized  terms used herein have the  meanings
specified in the 5-Year Credit Agreement.

         Pursuant to subsection 2.06(b) of the 5-Year Credit Agreement,  you are
hereby  invited to submit  offers to make Bid Loans to the Company  based on the
following specifications:

1.       Date of Bid Borrowing: _______________;

2.       Aggregate amount of Bid Borrowing:  $___________________;

3.       The Bid Loans shall be Absolute Rate Bid Loans; and

4.       Interest Period[s] and requested Interest Payment Dates, if any:
         [____________________], [________________] and
         [________________].

         All  Competitive  Bids  shall be in the form of Exhibit H to the 5-Year
Credit Agreement and shall be received by the Agent no later than 7:30 a.m. (San
Francisco time) on ___________, 2000; provided that terms of the offer or offers
contained  in any  Competitive  Bid(s)  to be  submitted  by the  Agent  (or any
Affiliate of the Agent) in the capacity of a Bid Loan Bank or Designated  Bidder
shall be notified to the Company not later than 7:15 a.m. (San  Francisco  time)
on ________________.

                                     BANK OF AMERICA, N.A., as Agent

                                     By:
                                     Title:


                                     F-1
<PAGE>



                                     ANNEX A
                     to the Invitation for Competitive Bids


                  List of Bid Loan Banks and Designated Bidders

[Bank]
       Facsimile: (415) 622-____
[Bank]
       Facsimile: (___) ___-____
[Bank]
       Facsimile: (___) ___-____
[Bank]
       Facsimile: (___) ___-____
[Bank]
       Facsimile: (___) ___-____




                                       1
<PAGE>




                                    EXHIBIT G

                         FORM OF COMPETITIVE BID REQUEST


Date:  _______________

To:       Bank of America, N.A.,
               as Agent

Ladies and Gentlemen:

         Reference  is made to the Credit  Agreement  dated as of March 22, 2000
(as extended, renewed, amended or restated from time to time, the "5-Year Credit
Agreement"),  among Albertson's,  Inc. (the "Company"), the Banks party thereto,
the Co-Agents party thereto,  and Bank of America,  N.A., as Agent for the Banks
(the "Agent").  Capitalized terms used herein have the meanings specified in the
5-Year Credit Agreement.

         This is a  Competitive  Bid Request  for Bid Loans  pursuant to Section
2.06 of the 5-Year Credit Agreement as follows:

         (i) The Business Day of the proposed Bid Borrowing is:  ______________.

         (ii) The aggregate amount of the proposed Bid Borrowing is:
$___________________.

         (iii)    The proposed Bid Borrowing to be made pursuant to Section 2.06
shall be comprised of Absolute Rate Bid Loans.

         (iv)     The Interest Period[s] and Interest Payment Dates, if any, for
the Bid Loans comprised in the Bid Borrowing shall be:  _______________,
[_________________] and [___________________].

         [The  undersigned  hereby  certifies that the following  statements are
true on the  date  hereof,  and  will be true on the  date of the  proposed  Bid
Borrowing,  before and after giving effect thereto and to the application of the
proceeds therefrom:

          (a) the  representations  and  warranties of the Company  contained in
     Article V of the 5-Year  Credit  Agreement  are true and  correct as though
     made on and as of such date (except to the extent such  representations and
     warranties  expressly refer to an earlier date, in which case they are true
     and  correct as of such date and except  that this  notice  shall be deemed
     instead to refer to the last day of the most  recent  quarter  and year for
     which  financial  statements  have then been  delivered  in  respect of the
     representation  and warranty  made in Section  5.10(a) of the 5-Year Credit
     Agreement);

          (b) no Default or Event of Default has occurred and is continuing,  or
     would result from such proposed Bid Borrowing; and


                                    G-1
<PAGE>


          (c) after  giving  effect to the Bid  Borrowing  requested  hereby the
     outstanding  aggregate  principal  amount of all Bid Loans  made by all Bid
     Loan Banks and Designated Bidders, plus the outstanding aggregate principal
     amount of all  Committed  Loans  made by all  Banks,  will not  exceed  the
     Aggregate Commitment.
                                          ALBERTSON'S, INC.

                                          By:  ______________________________
                                          Title: _____________________________


                                     G-2
<PAGE>




                                    EXHIBIT H

                             FORM OF COMPETITIVE BID


Date:  _______________

To: Bank of America, N.A.,
    as Agent

Ladies and Gentlemen:

         Reference  is made to the Credit  Agreement  dated as of March 22, 2000
(as extended, renewed, amended or restated from time to time, the "5-Year Credit
Agreement"),  among Albertson's,  Inc. (the "Company"), the Banks party thereto,
the Co-Agents party thereto,  and Bank of America,  N.A., as Agent for the Banks
(the "Agent").  Capitalized terms used herein have the meanings specified in the
5-Year Credit Agreement.

         In  response  to the  Competitive  Bid  Request  of the  Company  dated
___________ and in accordance  with subsection  2.06(c)(ii) of the 5-Year Credit
Agreement, the undersigned [Bank] [Designated Bidder] offers to make Bid Loan[s]
thereunder  in the following  principal  amounts[s],  at the following  interest
rates and for the following Interest  Period[s],  with Interest Payment Dates as
specified by the Company:

Date of Bid Borrowing:  _____________________

Aggregate Maximum Bid Amount:  $________________

Offer 1 (Maximum Bid Amount:  $________________)

Principal Amount $_______ Principal Amount $________ Principal Amount $_________
Interest:                    Interest:                  Interest:
[Absolute Rate __%]          [Absolute Rate __%]        [Absolute Rate __%]
Interest Period _________ Interest Period __________ Interest Period ___________





Offer 2 (Maximum Bid Amount:  $________________)
Principal Amount $________ Principal Amount $________ Principal Amount $________


                                     H-1
<PAGE>


Interest:                     Interest:                  Interest:
[Absolute Rate __%]           [Absolute Rate __%]        [Absolute Rate __%]
Interest Period __________ Interest Period ___________ Interest Period _________

Principal Amount $________ Principal Amount $________ Principal Amount $________
Interest:                     Interest:                  Interest:
[Absolute Rate __%]           [Absolute Rate __%]        [Absolute Rate __%]
Interest Period __________ Interest Period __________ Interest Period __________


                                             [NAME OF BANK/DESIGNATED BIDDER]

                                             By: _____________________
                                             Title: __________________


                                     H-2
<PAGE>




                                    EXHIBIT I

                           FORM OF COMMITTED LOAN NOTE

U.S. $___________________                                  Date: _______________

         FOR VALUE  RECEIVED,  the  undersigned,  Albertson's,  Inc., a Delaware
corporation   (the   "Company"),   hereby  promises  to  pay  to  the  order  of
_________________________  (the "Bank") the principal sum of ___________________
Dollars  ($_____________)  or, if less, the aggregate unpaid principal amount of
all  Committed  Loans  made by the Bank to the  Company  pursuant  to the Credit
Agreement,  dated as of March 22, 2000 (as amended,  restated,  supplemented  or
otherwise modified from time to time, the "5-Year Credit Agreement"),  among the
Company,  the Bank,  the other  financial  institutions  from time to time party
thereto (the "Banks"),  the Documentation  Agent and the Syndication Agent party
thereto, and Bank of America, N.A., as Agent for the Banks (the "Agent"), on the
dates and in the amounts  provided in the 5-Year Credit  Agreement.  The Company
further promises to pay interest on the unpaid principal amount of the Committed
Loans  evidenced  hereby  from  time to time at the  rates,  on the  dates,  and
otherwise as provided in the 5-Year Credit Agreement.

         The Bank is  authorized to endorse the amount of each  Committed  Loan,
the date on which each  Committed  Loan is made,  and each  payment of principal
with respect thereto on the schedule  annexed hereto and made a part hereof,  or
on continuations  thereof which shall be attached hereto and made a part hereof;
provided  that any  failure to endorse  such  information  on such  schedule  or
continuation  thereof  shall not in any  manner  affect  any  obligation  of the
Company  under the  5-Year  Credit  Agreement  and this  Promissory  Note  (this
"Note").

         This Note is one of the  Committed  Loan Notes  referred  to in, and is
entitled to the benefits of, the 5-Year  Credit  Agreement,  which 5-Year Credit
Agreement,  among other things,  contains  provisions  for  acceleration  of the
maturity  hereof  upon the  happening  of  certain  stated  events  and also for
prepayments on account of principal hereof prior to the maturity hereof upon the
terms and conditions therein specified.

         Terms defined in the 5-Year Credit Agreement are used herein with their
defined meanings therein unless otherwise defined herein.

         This Note  shall be  governed  by, and  construed  and  interpreted  in
accordance with, the laws of the State of New York.

                                   ALBERTSON'S, INC.

                                   By:
                                   Title:




                                     I-1
<PAGE>

<TABLE>

                                    SCHEDULE
                            to Committed Loan Note

<CAPTION>

     Date Loan Disbursed             Amount of Loan             Principal Payment           Date Principal Paid
------------------------------- -------------------------- ---------------------------- ----------------------------
<S>                             <C>                        <C>                          <C>
------------------------------- -------------------------- ---------------------------- ----------------------------

------------------------------- -------------------------- ---------------------------- ----------------------------

------------------------------- -------------------------- ---------------------------- ----------------------------

------------------------------- -------------------------- ---------------------------- ----------------------------

------------------------------- -------------------------- ---------------------------- ----------------------------

------------------------------- -------------------------- ---------------------------- ----------------------------

------------------------------- -------------------------- ---------------------------- ----------------------------

------------------------------- -------------------------- ---------------------------- ----------------------------

------------------------------- -------------------------- ---------------------------- ----------------------------

------------------------------- -------------------------- ---------------------------- ----------------------------

------------------------------- -------------------------- ---------------------------- ----------------------------

------------------------------- -------------------------- ---------------------------- ----------------------------

------------------------------- -------------------------- ---------------------------- ----------------------------

------------------------------- -------------------------- ---------------------------- ----------------------------

------------------------------- -------------------------- ---------------------------- ----------------------------

------------------------------- -------------------------- ---------------------------- ----------------------------

------------------------------- -------------------------- ---------------------------- ----------------------------

------------------------------- -------------------------- ---------------------------- ----------------------------

------------------------------- -------------------------- ---------------------------- ----------------------------

------------------------------- -------------------------- ---------------------------- ----------------------------

------------------------------- -------------------------- ---------------------------- ----------------------------

------------------------------- -------------------------- ---------------------------- ----------------------------

------------------------------- -------------------------- ---------------------------- ----------------------------

------------------------------- -------------------------- ---------------------------- ----------------------------

------------------------------- -------------------------- ---------------------------- ----------------------------

------------------------------- -------------------------- ---------------------------- ----------------------------

------------------------------- -------------------------- ---------------------------- ----------------------------
</TABLE>


                                     I-2
<PAGE>




                                    EXHIBIT J

                              FORM OF BID LOAN NOTE

                                                          Date: ________________

         FOR VALUE  RECEIVED,  the  undersigned,  Albertson's,  Inc., a Delaware
corporation   (the   "Company"),   hereby  promises  to  pay  to  the  order  of
_________________________  (the "Bank") the aggregate unpaid principal amount of
all Bid Loans made by the Bank to the Company pursuant to the Credit  Agreement,
dated as of March 22, 2000 (as  amended,  restated,  supplemented  or  otherwise
modified from time to time, the "5-Year Credit  Agreement"),  among the Company,
the Bank, the other financial  institutions from time to time party thereto (the
"Banks"),  the Co-Agents party thereto, and Bank of America,  N.A., as Agent for
the Banks (the "Agent"),  on the dates and in the amounts provided in the 5-Year
Credit  Agreement.  The Company  further  promises to pay interest on the unpaid
principal  amount of the Bid  Loans  evidenced  hereby  from time to time at the
rates, on the dates, and otherwise as provided in the 5-Year Credit Agreement.

         The Bank is  authorized  to endorse the amount of and the date on which
each Bid Loan is made,  the maturity date therefor and each payment of principal
with respect thereto on the schedules  annexed hereto and made a part hereof, or
on continuations  thereof which shall be attached hereto and made a part hereof;
provided  that any  failure to endorse  such  information  on such  schedule  or
continuation  thereof  shall not in any  manner  affect  any  obligation  of the
Company  under the  5-Year  Credit  Agreement  and this  Promissory  Note  (this
"Note").

         This Note is one of the Bid Loan Notes  referred to in, and is entitled
to the benefits of, the 5-Year Credit Agreement,  which 5-Year Credit Agreement,
among other things,  contains provisions for acceleration of the maturity hereof
upon the happening of certain stated events and also for  prepayments on account
of principal  hereof prior to the maturity  hereof upon the terms and conditions
therein specified.

         Terms defined in the 5-Year Credit Agreement are used herein with their
defined meanings therein unless otherwise defined herein.

         This Note  shall be  governed  by, and  construed  and  interpreted  in
accordance with, the laws of the State of New York.

                                   ALBERTSON'S, INC.

                                   By:  ______________________________
                                   Title: ____________________________




                                     J-1
<PAGE>
<TABLE>


                                    SCHEDULE
                                to Bid Loan Note

<CAPTION>

  Date Loan Disbursed       Amount of Loan          Maturity Date        Principal Payment     Date Principal Paid
------------------------ ---------------------- ---------------------- ---------------------- ----------------------
<S>                      <C>                    <C>                    <C>                    <C>

------------------------ ---------------------- ---------------------- ---------------------- ----------------------

------------------------ ---------------------- ---------------------- ---------------------- ----------------------

------------------------ ---------------------- ---------------------- ---------------------- ----------------------

------------------------ ---------------------- ---------------------- ---------------------- ----------------------

------------------------ ---------------------- ---------------------- ---------------------- ----------------------

------------------------ ---------------------- ---------------------- ---------------------- ----------------------

------------------------ ---------------------- ---------------------- ---------------------- ----------------------

------------------------ ---------------------- ---------------------- ---------------------- ----------------------

------------------------ ---------------------- ---------------------- ---------------------- ----------------------

------------------------ ---------------------- ---------------------- ---------------------- ----------------------

------------------------ ---------------------- ---------------------- ---------------------- ----------------------

------------------------ ---------------------- ---------------------- ---------------------- ----------------------

------------------------ ---------------------- ---------------------- ---------------------- ----------------------

------------------------ ---------------------- ---------------------- ---------------------- ----------------------

------------------------ ---------------------- ---------------------- ---------------------- ----------------------

------------------------ ---------------------- ---------------------- ---------------------- ----------------------

------------------------ ---------------------- ---------------------- ---------------------- ----------------------

------------------------ ---------------------- ---------------------- ---------------------- ----------------------

------------------------ ---------------------- ---------------------- ---------------------- ----------------------

------------------------ ---------------------- ---------------------- ---------------------- ----------------------

------------------------ ---------------------- ---------------------- ---------------------- ----------------------

------------------------ ---------------------- ---------------------- ---------------------- ----------------------

------------------------ ---------------------- ---------------------- ---------------------- ----------------------

------------------------ ---------------------- ---------------------- ---------------------- ----------------------

------------------------ ---------------------- ---------------------- ---------------------- ----------------------
</TABLE>




                                     J-2
<PAGE>




                                    EXHIBIT K

                          FORM OF DESIGNATION AGREEMENT

                              Dated ______________


                  Reference  is made to the Credit  Agreement  dated as of March
22,  2000 (as  extended,  renewed,  amended or restated  from time to time,  the
"5-Year Credit  Agreement") among  _______________________  (the Company"),  the
Banks party thereto, the Co-Agents party thereto, and Bank of America,  N.A., as
Agent for the Banks  (the  "Agent").  Capitalized  terms  used  herein  have the
meanings specified in the 5-Year Credit Agreement.

_________________  (the "Designator") and  ___________________  the ("Designee")
agree as follows:

     1. The Designator hereby  designates the Designee,  and the Designee hereby
accepts such designation,  to have a right to make Bid Loans pursuant to Section
2.06 of the 5-Year Credit Agreement.

     2. The  Designator  makes no  representation  or  warranty  and  assumes no
responsibility with respect to (i) any statements, warranties or representations
made in or in  connection  with the 5-Year  Credit  Agreement or the  execution,
legality,  validity,  enforceability,  genuineness,  sufficiency or value of the
5-Year Credit Agreement or any other instrument or document  furnished  pursuant
thereto or (ii) the  financial  condition of the Company or the  performance  or
observance  by the Borrower of any of its  obligations  under the 5-Year  Credit
Agreement or any other instrument or document furnished pursuant thereto.

     3. The  Designee  (i)  confirms  that it has  received a copy of the 5-Year
Credit Agreement,  together with copies of the financial  statements referred to
in Section 5.10 or Section 6.01 thereof and such other documents and information
as it has deemed  appropriate  to make its own credit  analysis  and decision to
enter into this Designation Agreement;  (ii) agrees that it will,  independently
and without  reliance upon the Agent, the Designator or any other Bank and based
on such  documents and  information  as it shall deem  appropriate  at the time,
continue to make its own credit  decisions in taking or not taking  action under
the 5-Year Credit Agreement; (iii) confirms that it is an entity qualified to be
a Designated Bidder;  (iv) appoints and authorizes the Agent to take such action
as agent on its behalf  and to  exercise  such  powers  under the 5-Year  Credit
Agreement as are delegated to the Agent by the terms thereof, together with such
powers as are reasonably  incidental thereto; (v) agrees that it will perform in
accordance  with their  terms all of the  obligations  which by the terms of the
5-Year  Credit  Agreement  are  required to be  performed  by it as a Designated
Bidder; (vi) agrees to and accepts all duties,  obligations and responsibilities
of a Bank set forth in Article IX of the 5-Year  Credit  Agreement  and confirms
that said Article shall otherwise apply to the Designated Bidder as if it were a
Bank named  therein;  and (vii)  specifies as its Lending Office with respect to
Bid Loans (and address for  notices)  the offices set forth  beneath its name on
the signature page hereof.

     4. Following the execution of this Designation  Agreement by the Designator
and its Designee, it will be delivered to the Agent for acceptance by the Agent.


                                     K-1
<PAGE>



The effective date of this Designation Agreement shall be the date of acceptance
thereof by the Agent (the "Effective Date").

     5. Upon such  acceptance  and  recording by the Agent,  as of the Effective
Date,  the  Designee  shall  be a party  to the  5-Year  Credit  Agreement  as a
"Designated  Bidder" with a right to make Bid Loans  pursuant to Section 2.06 of
the 5-Year  Credit  Agreement  and the rights and  obligations  of a  Designated
Bidder related thereto.

     6. THIS  DESIGNATION  AGREEMENT  SHALL BE  GOVERNED  BY, AND  CONSTRUED  IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

     IN WITNESS  WHEREOF,  the  parties  hereto  have  caused  this  Designation
Agreement to be executed by their respective officers thereunto duly authorized,
as of the date first above written.

                                  [NAME OF DESIGNATOR]

                                  By:
                                  Title:


                                  [NAME OF DESIGNEE]

                                  By:
                                  Title:


Lending Office(s) (and address for notices):


Attn.:
Tel.:
Fax:



                                    K-2
<PAGE>



Attn.:
Tel.:
Fax:

Accepted [as of] the ___ day of ____________, _______

BANK OF AMERICA, N.A., as Agent
and Swingline Bank

By:

Title:




                                    K-3
<PAGE>


                                    EXHIBIT L

                      FORM OF COMMITMENT INCREASE AGREEMENT


Date: ___________________
Bank of America, N.A.,
   as Agent and as a Bank


Ladies and Gentlemen:

     We refer to the Credit  Agreement  dated as of March 22, 2000 (as extended,
renewed,  amended or restated from time to time, the "5-Year Credit  Agreement")
among Albertson's,  Inc. (the Company"),  the Banks party thereto, the Co-Agents
party thereto, and Bank of America,  N.A., as Agent for the Banks (the "Agent").
Terms defined in the 5-Year Credit Agreement are used herein as therein defined.

     This  Commitment  Increase  Agreement  is made and  delivered  pursuant  to
Section 2.18 of the 5-Year Credit Agreement.

     Subject to the terms and  conditions  of Section 2.18 of the 5-Year  Credit
Agreement, _______________________________ (the "Increasing Bank") will increase
its Commitment to an amount equal to $___________,  on the Increased  Commitment
Date  applicable to it. The Increasing Bank hereby confirms and agrees that with
effect on and after  such  Increased  Commitment  Date,  the  Commitment  of the
Increasing  Bank  shall be  increased  to the amount  set forth  above,  and the
Increasing  Bank shall have all of the rights and be obligated to perform all of
the obligations of a Bank under the 5-Year Credit Agreement with a Commitment in
the amount set forth above.

     Effective on the Increased Commitment Date applicable to it, the Increasing
Bank (i) accepts and assumes from the assigning Bank(s),  without recourse, such
assignment of Loans as shall be necessary to effectuate  the  adjustments in the
Pro Rata Shares of the Banks  contemplated  by Section 2.18 of the 5-Year Credit
Agreement,  and (ii)  agrees  to fund on such  Increased  Commitment  Date  such
assumed  amounts  to the  Agent  for  the  account  of the  assigning  Banks  in
accordance  with the  provisions of the 5-Year Credit  Agreement,  in the amount
notified to the Increasing Bank by the Agent.

     This Commitment  Increase  Agreement shall constitute a Loan Document under
the 5-Year Credit Agreement.

     THIS COMMITMENT  INCREASE  AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.


                                     L-1
<PAGE>



     IN WITNESS WHEREOF, the Increasing Bank has caused this Commitment Increase
Agreement to be duly executed and delivered in _____________, ______________, by
its  proper  and duly  authorized  officer  as of the day and year  first  above
written.

                                      [INCREASING BANK]


                                      By:  ___________________________

                                      Title:  ________________________

CONSENTED TO as of _________:

ALBERTSON'S, INC.

By:

Title:

ACKNOWLEDGED AND CONSENTED TO as of ____________:

BANK OF AMERICA, N.A.,
as Agent

By:

Title:




                                     L-2
<PAGE>



                                    EXHIBIT M

                           FORM OF NEW BANK AGREEMENT


Date: ___________________

Bank of America, N.A.
as Agent


Ladies and Gentlemen:

         We refer  to the  Credit  Agreement  dated  as of  March  22,  2000 (as
extended,  renewed,  amended or restated from time to time,  the "5-Year  Credit
Agreement") among Albertson's, Inc. (the Company"), the Banks party thereto, the
Co-Agents party thereto, and Bank of America,  N.A., as Agent for the Banks (the
"Agent").  Terms  defined  in the 5-Year  Credit  Agreement  are used  herein as
therein defined.

         This New Bank Agreement is made and delivered  pursuant to Section 2.18
of the 5-Year Credit Agreement.

         Subject  to the terms and  conditions  of  Section  2.18 of the  5-Year
Credit Agreement, _________________________ (the "New Bank") will become a party
to  the  5-Year  Credit  Agreement  as  a  Bank,  with  a  Commitment  equal  to
$___________,  on the Increased  Commitment  Date applicable to it. The New Bank
hereby  confirms  and  agrees  that  with  effect on and  after  such  Increased
Commitment  Date,  the New Bank shall be and become a party to the 5-Year Credit
Agreement  as a Bank and have all of the rights and be  obligated to perform all
of the  obligations  of a Bank  thereunder  with a Commitment  in the amount set
forth above.

         Effective on the Increased  Commitment  Date  applicable to it, the New
Bank (i) accepts and assumes from the assigning Bank(s),  without recourse, such
assignment of Loans as shall be necessary to effectuate  the  adjustments in the
Pro Rata Shares of the Banks  contemplated  by Section 2.18 of the 5-Year Credit
Agreement,  and (ii)  agrees  to fund on such  Increased  Commitment  Date  such
assumed  amounts  to the Agent  for the  account  of the  assigning  Bank(s)  in
accordance  with the  provisions of the 5-Year Credit  Agreement,  in the amount
notified to the New Bank by the Agent.

         The following administrative details apply to the New Bank:

         (A)      Lending Office(s):

                 Bank name:
                 Address:



                                     M-1
<PAGE>


                 Attention:
                 Telephone:              (    )
                                         ------
                 Facsimile:              (    )
                                         ------

                 Bank name:
                 Address:



                 Attention:
                 Telephone:              (    )
                                         ------
                 Facsimile:              (    )
                                         ------

         (B)      Notice Address:
                  --------------

                 Bank name:
                 Address:



                 Attention:
                 Telephone:              (    )
                                         ------
                 Facsimile:              (    )
                                         ------


                                     M-2
<PAGE>



         (C)      Payment Instructions:
                  --------------------

                 Account No.:
                 At:



                 Reference:
                 Attention:

         This New Bank  Agreement  shall  constitute a Loan  Document  under the
5-Year Credit Agreement.

         THIS  NEW BANK  AGREEMENT  SHALL  BE  GOVERNED  BY,  AND  CONSTRUED  IN
ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

         IN WITNESS WHEREOF,  the New Bank has caused this New Bank Agreement to
be duly executed and delivered in _____________,  ______________,  by its proper
and duly authorized officer as of the day and year first above written.

                                    [NEW BANK]


                                     By:  ___________________________

                                     Title:  ________________________

CONSENTED TO as of ___________:

ALBERTSON'S, INC.

By:

Title:

ACKNOWLEDGED AND CONSENTED TO as of _________:



                                    M-3
<PAGE>



BANK OF AMERICA, N.A.,
as Agent and Swingline Bank
By:

Title:




                                     M-4