Exhibit 10.29




[364-Day Agreement]                                               EXECUTION COPY


                                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






<PAGE>



                                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........................................................15

2.01       Amounts and Terms of Commitments...................................15
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       Voluntary Termination or Reduction of Commitments..................22
2.08       Optional Prepayments...............................................23
2.09       Repayment..........................................................23
2.10       Interest...........................................................23
2.11       Fees...............................................................24
2.12       Computation of Fees and Interest...................................25
2.13       Payments by the Company............................................25
2.14       Payments by the Banks to the Agent.................................26
2.15       Sharing of Payments, Etc...........................................27
2.16       Revolving Termination Date Extensions..............................27
2.17       Optional Increase in Commitments...................................28

ARTICLE III TAXES, YIELD PROTECTION AND ILLEGALITY............................30

3.01       Taxes..............................................................30
3.02       Illegality.........................................................31
3.03       Increased Costs and Reduction of Return............................32
3.04       Funding Losses.....................................................33
3.05       Inability to Determine Rates.......................................34
3.06       Certificates of Banks and Designated Bidders.......................34
3.07       Base Rate Committed Loans Substituted for Affected Offshore Rate
           Committed Loans....................................................34
3.08       Reserves on Offshore Rate Committed Loans..........................35
3.09       Substitution of Banks..............................................35
3.10       Survival...........................................................35

ARTICLE IV CONDITIONS PRECEDENT...............................................36

4.01       Conditions of Initial Loans........................................36
4.02       Conditions to All Borrowings.......................................37

ARTICLE V REPRESENTATIONS AND WARRANTIES......................................38

5.01       Corporate Existence and Power......................................38


                                       i

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5.02       Subsidiaries.......................................................38
5.03       Corporate and Governmental Authorization; No Contravention.........38
5.04       Binding Effect.....................................................39
5.05       Litigation.........................................................39
5.06       ERISA Compliance...................................................39
5.07       Use of Proceeds; Margin Regulations................................39
5.08       Title to Properties; Liens.........................................39
5.09       Taxes..............................................................39
5.10       Financial Information..............................................39
5.11       Environmental Matters..............................................40
5.12       Regulated Entities.................................................40
5.13       Insurance..........................................................40
5.14       Full Disclosure....................................................40
5.15       Year 2000..........................................................40

ARTICLE VI AFFIRMATIVE COVENANTS..............................................41

6.01       Information........................................................41
6.02       Conduct of Business and Maintenance of Existence...................42
6.03       Maintenance of Property............................................43
6.04       Insurance..........................................................43
6.05       Payment of Obligations.............................................43
6.06       Compliance with Laws...............................................43
6.07       Inspection of Property, Books and Records..........................43
6.08       Use of Proceeds....................................................43
6.09       Further Assurances.................................................43

ARTICLE VII NEGATIVE COVENANTS................................................44

7.01       Limitation on Liens................................................44
7.02       Disposition of Assets..............................................45
7.03       Limitation on Subsidiary Indebtedness and Swap Contracts...........45
7.04       Use of Proceeds....................................................46
7.05       Minimum Consolidated Tangible Net Worth............................46

ARTICLE VIII EVENTS OF DEFAULT................................................46

8.01       Event of Default...................................................46
8.02       Remedies...........................................................48
8.03       Rights Not Exclusive...............................................49

ARTICLE IX THE AGENT  49

9.01       Appointment and Authorization; "Agent."............................49
9.02       Delegation of Duties...............................................49
9.03       Liability of Agent.................................................49
9.04       Reliance by Agent..................................................50
9.05       Notice of Default..................................................50
9.06       Credit Decision....................................................50
9.07       Indemnification of Agent...........................................51

                                       ii
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9.08       Agent in Individual Capacity.......................................51
9.09       Successor Agent....................................................51
9.10       Withholding Tax....................................................52
9.11       Co-Agents..........................................................53

ARTICLE X MISCELLANEOUS.......................................................53

10.01      Amendments and Waivers.............................................53
10.02      Notices............................................................54
10.03      No Waiver; Cumulative Remedies.....................................55
10.04      Costs and Expenses.................................................55
10.05      Company Indemnification............................................55
10.06      Payments Set Aside.................................................56
10.07      Binding Effect; Successors and Assigns.............................56
10.08      Assignments, Participations, Etc...................................56
10.09      Designated Bidders.................................................58
10.10      Confidentiality....................................................58
10.11      Set-off............................................................59
10.12      Notification of Addresses, Lending Offices, Etc....................59
10.13      Counterparts.......................................................59
10.14      Severability.......................................................59
10.15      No Third Parties Benefited.........................................59
10.16      Governing Law and Jurisdiction.....................................59
10.17      Waiver of Jury Trial...............................................60
10.18      Entire Agreement...................................................60


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
Exhibit F                      Form of Invitation for Competitive Bids
Exhibit G                      Form of Competitive Bid Request
Exhibit H                      Form of Competitive Bid

                                      iii
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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

                                       iv

<PAGE>


                                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
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 term loan option,  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.

                                       1.
<PAGE>



          "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.

          "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.

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

                                       2.

<PAGE>



          "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 a Committed Borrowing or a Bid Borrowing.

          "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.

          "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.


                                       3.

<PAGE>


          "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.

          "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  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


                                       4.

<PAGE>


     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,  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)

                                       5.
<PAGE>


     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 Term Loans are made hereunder,  the Term
     Maturity  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.

          "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,

                                       6.

<PAGE>


     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
     2.17(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."

          "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.

                                       7.
<PAGE>



          "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,  as to any Loan other than a Base Rate
     Committed  Loan,  the last day of each Interest  Period  applicable to such
     Loan and, as to any Base Rate Committed Loan or Bid Loan, the last Business
     Day of each  calendar  quarter and the Revolving  Termination  Date and, if
     applicable,  the Term Maturity  Date;  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(s)
     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;

                          (ii) no Interest  Period  applicable to a Term Loan or
                  portion thereof shall extend beyond any date upon which is due
                  any scheduled  principal  payment in respect of the Term Loans
                  unless   the   aggregate   principal   amount  of  Term  Loans
                  represented  by Base Rate  Committed  Loans,  or Offshore Rate
                  Committed Loans having Interest Periods that will expire on or
                  before  such  date,  equals  or  exceeds  the  amount  of such
                  principal payment;

                                       8.
<PAGE>


                          (iii) 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

                          (iv) no Interest Period for any Term Loan shall extend
                  beyond the Term Maturity  Date and no Interest  Period for any
                  Revolving  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 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 2.17), any New Bank Agreement (as
     defined in Section 2.17), 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 Loans.  For purposes of this  definition,  each Bank shall be deemed to
     hold all outstanding Bid Loans of such Bank's Designated Bidders.

                                       9.
<PAGE>



          "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, an aggregate  minimum amount of $5,000,000 or any integral
     multiple of $1,000,000 in excess  thereof,  and (b) 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 2.07, or optional prepayment
     of  Committed  Loans under  Section  2.08,  $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.

          "Multi-year  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 five year  revolving  credit
     facility.

          "Non-Continuing  Bank"  means,  at any time,  each Bank the  Revolving
     Termination Date of which has not been extended pursuant to Section 2.16.

                                      10.
<PAGE>



          "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 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).

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

                                      11.
<PAGE>


          "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 21, 2001 as the same may be extended  from time to time
          pursuant to Section 2.16; and

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

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

                                      12.
<PAGE>



          "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).

          "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.

                                      13.
<PAGE>



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

          "Term  Maturity  Date"  means  the one  year  anniversary  date of the
     borrowing date of the Term Loans.

          "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."

               (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

                                      14.
<PAGE>


     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)  (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.

                                   ARTICLE II
                                   THE CREDITS

       2.01 Amounts and Terms of Commitments.

          (a) The Revolving Credit. 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  2.07 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

                                      15.
<PAGE>


     Bid  Loans  outstanding,  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 2.08 and reborrow  under this Section
     2.01.

          (b) The Term  Loan  Option.  Not less than five days and not more than
     thirty days prior to the Revolving  Termination Date then in effect, and in
     lieu of any  extension  of the  Revolving  Termination  Date under  Section
     2.16(a),  the Company may provide  written  notice to the Agent,  who shall
     forward a copy of such  notice  to each of the  Banks,  that the  Revolving
     Loans  outstanding as of the Revolving  Termination Date shall be converted
     into Term Loans. If such notice is given,  each Bank severally  agrees,  on
     the terms and conditions hereinafter set forth, to make a term loan (each a
     "Term  Loan" and,  collectively,  the "Term  Loans") to the  Company on the
     Revolving  Termination  Date, in a principal amount up to but not exceeding
     such Bank's outstanding Revolving Loans. Any amount of any Bank's Term Loan
     repaid may not be reborrowed.

          2.02 Loan  Accounts.(a)  (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)   (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 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:

                                      16.
<PAGE>



               (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,  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

                                      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.

                                      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 to the Agent by facsimile  transmission at the Agent's office for

                                      19.
<PAGE>


     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.

                                      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.


                                      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 Voluntary  Termination or Reduction of  Commitments.  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 effective date thereof,  the then outstanding  principal amount
     of the Loans would exceed the amount of the  Aggregate  Commitment  then in
     effect. 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 2.07, the
     Commitments may not be increased. Any reduction of the Commitments shall be
     applied  to  each  Bank  according  to its  Pro  Rata  Share.  All  accrued
     commitment fees to, but not including, the effective date of any reduction

                                      22.
<PAGE>


     or termination of the  Commitments,  shall be paid on the effective date of
     such reduction or termination.

          2.08 Optional  Prepayments.  (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.  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  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 or Offshore Rate
     Committed  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.


          2.09 Repayment.

          (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 Term  Loans.  The  Company  shall  repay to the  Agent for the
     account  of the Banks on the Term  Maturity  Date the  aggregate  principal
     amount of the Term Loans outstanding on the Term Maturity Date.

          (c) 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.

          2.10  Interest.(a)  (a) Each Committed 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.  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.

          (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 2.08 for the portion of the Loans so prepaid
     and upon payment (including prepayment) in full thereof.

                                      23.


<PAGE>



          (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.

          2.11 Fees. (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 2.07, 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.

          (a)  Utilization  Fee.  The  Company  shall  pay to the  Agent for the
     account of each Bank a utilization fee on the outstanding  Loans (including
     all 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

                                      24.

<PAGE>


     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.

          2.12  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.

          (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).

          2.13  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.

                                      25.

<PAGE>



          (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.

          2.14 Payments by the Banks to the Agent. (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 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.

          (a) 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.

                                      26.


<PAGE>



          2.15  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 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.

          2.16 Revolving Termination Date Extensions.

          (a) Not  less  than 30 days  and not  more  than 60 days  prior to the
     Revolving  Termination Date then in effect,  and in lieu of the exercise at
     such time of the term out option  under  Section  2.01(b),  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 364 days 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 2.16 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 2.16,  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

                                      27.

<PAGE>


     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 either (i) 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  or  (ii)  in  lieu of an
     extension of the Revolving Loan  Termination  Date under this Section 2.16,
     elect to convert the  outstanding  Revolving Loans into Term Loans pursuant
     to Section 2.01(b).

          2.17  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:

          (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;

                                      28.


<PAGE>



          (E) that 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  2.16(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  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   2.17(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,

                                      29.

<PAGE>


     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 2.17(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  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

                                      30.

<PAGE>


     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 Subsection 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.

          (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)  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

                                      31.

<PAGE>


     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 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

                                      32.

<PAGE>


     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:

          (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 2.08;

          (d) the prepayment  (including pursuant to Section 2.08 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;

                                      33.


<PAGE>


     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.

          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:

                                      34.


<PAGE>



          (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  2.16(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 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  (which  consent  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.

                                      35.


<PAGE>


                                   ARTICLE IV
                              CONDITIONS PRECEDENT

          4.01 Conditions of Initial Loans.  The obligation of each 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

          (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

                                      36.

<PAGE>


     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 Multi-year Credit Agreement.
     A certificate of a Responsible  Officer of the Company  certifying that all
     conditions  precedent  to the closing of the  Multi-year  Credit  Agreement
     shall  have 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 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;

                                      37.


<PAGE>



          (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,  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.

                                      38.
<PAGE>


          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 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

                                      39.

<PAGE>


     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.

          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.

                                      40.


<PAGE>



                                   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;

          (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;

                                      41.


<PAGE>



          (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.

          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.

                                      42.


<PAGE>



          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  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.

                                      43.


<PAGE>



                                   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;

          (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;

                                      44.


<PAGE>



          (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;  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;

                                      45.


<PAGE>



          (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).

          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":

                                      46.


<PAGE>



          (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  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

                                      47.


<PAGE>



          (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

          (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

                                      48.

<PAGE>


     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.
     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

                                      49.

<PAGE>


     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.

          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

                                      50.

<PAGE>


     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   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

                                      51.

<PAGE>


     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.

          9.10 Withholding Tax.

          (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 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

                                      52.

<PAGE>


     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.

          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:

                                      53.


<PAGE>



          (a) increase or extend the  Commitment  of any 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  2.16,
     Section 2.17, 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  and (ii) 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.

          (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

                                      54.

<PAGE>


     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  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

                                      55.

<PAGE>


     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 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 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  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 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 and the Company
     each  shall have  provided  any  required  consent  to such  assignment  in
     accordance with this Section.

                                      56.


<PAGE>



          (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 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  consents 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

                                      57.

<PAGE>


     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 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  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

                                      58.

<PAGE>


     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 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

                                      59.

<PAGE>


     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.

          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 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)

                                      60.



<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 a Bank

                                     By:
                                     Title:

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

                                     By:
                                     Title:


<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>



                                    FIRST UNION NATIONAL BANK

                                    By:
                                    Title:

                                    FIRST SECURITY BANK, N.A.

                                    By:
                                    Title:

                                    THE HUNTINGTON NATIONAL BANK

                                    By:
                                    Title:

                                    INTERNATIONAL BANK OF COMMERCE

                                    By:
                                    Title:

                                    KEYBANK NATIONAL ASSOCIATION

                                    By:
                                    Title:



<PAGE>


                                    THE NORTHERN TRUST COMPANY

                                    By:
                                    Title:

                                    SOUTHTRUST BANK, N.A.

                                    By:
                                    Title:

                                    SUNTRUST BANK

                                    By:
                                    Title:

                                    UMB BANK, N.A.

                                    By:
                                    Title:

                                    UNION BANK OF CALIFORNIA, N.A.

                                    By:
                                    Title:



<PAGE>




                                    U.S. BANK NATIONAL ASSOCIATION

                                    By:
                                    Title:

                                    WELLS FARGO BANK, N.A.

                                    By:
                                    Title:

                                    MERRILL LYNCH BANK USA

                                    By:
                                    Title:





<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).  If the
Term Loan option is utilized, the rate of interest on all Loans outstanding will
include the Applicable Margin plus 25 basis points. 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                   6.5 bps                 18.5 bps                     0 bps
------------------------------ ---------------------- ------------------------- -----------------------------
------------------------------ ---------------------- ------------------------- -----------------------------

         => A- or A3                  7.5 bps                 22.5 bps                     0 bps
------------------------------ ---------------------- ------------------------- -----------------------------
------------------------------ ---------------------- ------------------------- -----------------------------

       => BBB+ or Baa1                8.5 bps                 26.5 bps                     0 bps
------------------------------ ---------------------- ------------------------- -----------------------------
------------------------------ ---------------------- ------------------------- -----------------------------

       < BBB+ or Baa1                10.0 bps                 35.0 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>



 BANK                                      COMMITMENT         PRO RATA
                                                               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, CENTRAL FLORIDA              $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 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

                                   S-10.02-5.

<PAGE>



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

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):

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 "364-Day 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 364-Day
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 364-Day  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
               364-Day 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 Commitment.


                                       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 "364-Day  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  364-Day  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
"364-Day 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 364-Day 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 364-Day 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 364-Day 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 364-Day
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 364-Day  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.
               364-DAY 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
"364-Day 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 364-Day Credit  Agreement.  Capitalized terms used herein and not
otherwise defined herein shall have the same meanings herein as ascribed thereto
in the 364-Day 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  364-Day  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  364-Day  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 "364-Day 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
364-Day Credit  Agreement and not defined in this  Assignment and Acceptance are
used herein as defined in the 364-Day Credit Agreement;

         WHEREAS,  as provided under the 364-Day 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 364-Day Credit Agreement]; and

         WHEREAS,  the Assignor  wishes to assign to the Assignee  [part of the]
[all] rights and obligations of the Assignor under the 364-Day 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:

         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 364-Day 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 364-Day  Credit  Agreement
     and  succeed to all of the rights and be  obligated  to perform  all of the
     obligations  of a Bank under the 364-Day  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 364-Day  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 364-Day  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  364-Day  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
     $___________].

          Payments.

          (e)  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 364-Day Credit Agreement and outstanding on the Effective Date.

          (f) The  [Assignor]  [Assignee]  further  agrees to pay to the Agent a
     processing  fee in the amount  specified  in Section  10.08 of the  364-Day
     Credit Agreement.

         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.

         Independent Credit Decision. The Assignee: (a) acknowledges that it has
received a copy of the 364-Day  Credit  Agreement and the Schedules and Exhibits
thereto,  together with copies of the most recent financial  statements referred

                                      E-2
<PAGE>


to in Section 5.10 or Section  6.01 of the 364-Day  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  364-Day
Credit Agreement.

         Effective Date; Notices.

          (g) 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 and the Agent  required  under Section
     10.08  of  the  364-Day  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 364-Day 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 364-Day Credit  Agreement and with the
     requirements of Sections 9.10 and 10.10 of the 364-Day Credit Agreement (in
     each case to the extent applicable).

          (h)  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.

          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 364-Day  Credit  Agreement  as are  delegated to the Agent by the Banks
     pursuant to the terms of the 364-Day Credit Agreement.  [The Assignee shall
     assume no duties or  obligations  held by the  Assignor in its  capacity as
     Agent under the 364-Day  Credit  Agreement.]  [INCLUDE  ONLY IF ASSIGNOR IS
     AGENT]

          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

                                      E-3
<PAGE>


     the time that the Agent or  Company  is  required  to make any  payment  of
     interest or fees under the 364-Day  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
     364-Day Credit Agreement.

         Representations and Warranties.

          (i) 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 364-Day 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.

          (j) 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 364-Day Credit Agreement
     or  the  execution,   legality,  validity,   enforceability,   genuineness,
     sufficiency  or  value  of  the  364-Day  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 364-Day Credit Agreement or
     any other instrument or document furnished in connection therewith.

          (k) 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
     364-Day  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.

         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.

         Miscellaneous.

          (l) 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.

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

          (n) 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.

          (o) 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.

          (p) 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 ALL CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING

                                      E-5
<PAGE>


     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.

          (q) 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 364-Day
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.,
   as Agent
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
"364-Day 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 364-Day Credit Agreement
are used herein as therein defined.

         1. We hereby  give you notice  of[,  and  request  the  consent of [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  364-Day  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

                                       1.
<PAGE>


Committed Loans [and  $____________  principal  amount of Bid Loans].] [No Loans
are outstanding under the 364-Day Credit Agreement.]

         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  364-Day  Credit
Agreement, with respect to the interest in the 364-Day 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 364-Day 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:

                                       3.

<PAGE>



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

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

BANK OF AMERICA, N.A., as Agent

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
"364-Day 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 364-Day Credit Agreement.

         Pursuant to subsection 2.06(b) of the 364-Day 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 364-Day
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  "364-Day
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 364-Day Credit Agreement.

         This is a  Competitive  Bid Request  for Bid Loans  pursuant to Section
2.06 of the 364-Day 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 364-Day  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
         364-Day 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  "364-Day
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 364-Day Credit Agreement.

         In  response  to the  Competitive  Bid  Request  of the  Company  dated
___________ and in accordance with subsection  2.06(c)(ii) of the 364-Day 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 "364-Day 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 364-Day 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 364-Day 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  364-Day  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 364-Day Credit Agreement,  which 364-Day 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  364-Day  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>
<CAPTION>



                                    SCHEDULE
                             to Committed Loan Note

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

------------------------------- -------------------------- ---------------------------- ----------------------------
</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 "364-Day 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 364-Day
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 364-Day 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  364-Day  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  364-Day  Credit  Agreement,  which  364-Day  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  364-Day  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>
<CAPTION>



                                    SCHEDULE
                                to Bid Loan Note
<S>                      <C>                    <C>                    <C>                    <C>
  Date Loan Disbursed       Amount of Loan          Maturity Date        Principal Payment     Date Principal Paid
------------------------ ---------------------- ---------------------- ---------------------- ----------------------

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

------------------------ ---------------------- ---------------------- ---------------------- ----------------------
</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
"364-Day 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 364-Day 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 364-Day 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 364-Day  Credit  Agreement or the  execution,
legality,  validity,  enforceability,  genuineness,  sufficiency or value of the
364-Day 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 364-Day  Credit
Agreement or any other instrument or document furnished pursuant thereto.

3. The Designee (i) confirms  that it has received a copy of the 364-Day  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 364-Day 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  364-Day
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  364-Day  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  364-Day  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. The

                                      K-1
<PAGE>


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 364-Day  Credit  Agreement as a "Designated
Bidder"  with a right to make Bid Loans  pursuant to Section 2.06 of the 364-Day
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

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 "364-Day 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  364-Day  Credit  Agreement  are used  herein as  therein
defined.

     This Commitment Increase Agreement is made and delivered pursuant to
Section 2.17 of the 364-Day Credit Agreement.

     Subject to the terms and  conditions of Section 2.17 of the 364-Day  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 364-Day 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 2.17 of the 364-Day 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 364-Day Credit  Agreement,  in the amount
notified to the Increasing Bank by the Agent.

     This Commitment  Increase  Agreement shall constitute a Loan Document under
the 364-Day 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 "364-Day  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  364-Day  Credit  Agreement  are used herein as
therein defined.

         This New Bank Agreement is made and delivered  pursuant to Section 2.17
of the Credit Agreement.

         Subject  to the terms and  conditions  of Section  2.17 of the  364-Day
Credit Agreement, _________________________ (the "New Bank") will become a party
to  the  364-Day  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 364-Day 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 2.17 of the 364-Day 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 364-Day 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
364-Day 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
By:

Title:

                                       M-4