<PAGE>

                                                                  Exhibit 10(aw)

                      AMENDMENT NO. 2 TO CREDIT AGREEMENT

     AMENDMENT dated as of September 6, 2001, amending the $500,000,000 5-Year
Credit Agreement dated as of January 26, 2000, as heretofore amended (the
"Credit Agreement"), among DELHAIZE AMERICA, INC. (the "Borrower"), the LENDERS
party hereto (the "Lenders") and MORGAN GUARANTY TRUST COMPANY OF NEW YORK, as
Administrative Agent (the "Administrative Agent").

                             W I T N E S S E T H :

     WHEREAS, Kash n' Karry Food Stores, Inc., a Delaware corporation ("Kash n'
Karry"), is a wholly-owned subsidiary of the Borrower; and

     WHEREAS, Hannaford Bros. Co., a Maine corporation ("Target") is a wholly-
owned subsidiary of the Borrower; and

     WHEREAS, the parties hereto desire to amend the Credit Agreement, as set
forth herein;

     NOW, THEREFORE, the parties hereto agree as follows:

     Section 1.  Definitions; References. Unless otherwise specifically defined
herein, each capitalized term used herein which is defined in the Credit
Agreement shall have the meaning assigned to such term in the Credit Agreement.
Each reference to "hereof", "hereunder", "herein" and "hereby" and each other
similar reference and each reference to "this Agreement" and each other similar
reference contained in the Credit Agreement shall from and after the date hereof
refer to the Credit Agreement as amended hereby.

     Section 2.  Additional Definitions. The following definitions are added in
alphabetical order in Section 1.01 of the Credit Agreement (and, where
appropriate, amend and restate any prior definition in its entirety):

     "Hannaford Guaranty" means the guaranty agreement between Target and the
Administrative Agent for the benefit of the Lenders, substantially in the form
of Exhibit A to Amendment No. 2 to this Agreement, as amended from time to time.

     "Kash n' Karry" means Kash n' Karry Food Stores, Inc. a Delaware
corporation.
<PAGE>

     "Kash n' Karry Guaranty" means the guaranty agreement between Kash n' Karry
and the Administrative Agent for the benefit of the Lenders, substantially in
the form of Exhibit B to Amendment No. 2 to this Agreement, as amended from time
to time.

     "Loan Documents" means this Agreement, the Food Lion Guaranty, the Kash n'
Karry Guaranty and the Hannaford Guaranty.

     "Subsidiary Guarantees" means any of the Food Lion Guaranty, the Kash n'
Karry Guaranty or the Hannaford Guaranty.

     "Subsidiary Guarantors" means any of Food Lion, Kash n' Karry or Target.

     Section 3.  Amended Subsidiary Debt Covenant. (a) Section 6.02(b)(4) of the
Credit Agreement is amended by deleting the word "and" at the end thereof.

     (b)  Section 6.02(b)(5) of the Credit Agreement is renamed Section
6.02(b)(7).

     (c)  New Sections 6.02(b)(5) and 6.02(b)(6) of the Credit Agreement are
inserted immediately following Section 6.02(b)(4) thereof, to read in their
entirety as follows:

          "(5)  Indebtedness of Kash n' Karry under the Kash n' Karry Guaranty,
     Indebtedness of Kash n' Karry constituting a Guaranty of the Borrower's
     obligations under the 364-Day Agreement and Indebtedness of Kash n' Karry
     constituting a Guaranty of the Borrower's senior unsecured $600,000,000
     7.375% Notes due 2006, $1,100,000,000 8.125% Notes due 2011 and
     $900,000,000 9% Debentures due 2031;"

          "(6)  Indebtedness of Target under the Hannaford Guaranty,
     Indebtedness of Target constituting a Guaranty of the Borrower's
     obligations under the 364-Day Agreement and Indebtedness of Target
     constituting a Guaranty of the Borrower's senior unsecured $600,000,000
     7.375% Notes due 2006, $1,100,000,000 8.125% Notes due 2011 and
     $900,000,000 9% Debentures due 2031; and"

     Section 4.  Amended Fundamental Changes. (a) Clauses (iii) and (iv) of
Section 6.03(a) of the Credit Agreement are amended to read in its entirety as
follows:

                                       2
<PAGE>

          "(iii)  any Subsidiary may merge into any Subsidiary in a transaction
     in which the surviving entity is a Subsidiary (and, if any Subsidiary
     Guarantor is a party to such merger, the surviving entity shall agree to be
     bound by the provisions of the Subsidiary Guarantee to which such
     Subsidiary Guarantor is a party), (iv) (x) any Subsidiary may merge into
     any other Person in a transaction in which the surviving entity is a
     Subsidiary (and, if any Subsidiary Guarantor is a party to such merger, the
     surviving entity shall agree to be bound by the provisions of the
     Subsidiary Guarantee to which such Subsidiary Guarantor is a party) or (y)
     any Subsidiary (other than any Subsidiary Guarantor) may merge into any
     other Person in a transaction permitted by Section 6.09 and in which the
     surviving Person is not a Subsidiary;"

     The last sentence of Section 6.03(a) of the Credit Agreement is amended to
read in its entirety as follows:

          "In addition to the requirements set forth in the immediately
     preceding sentence, the Borrower will not permit any Subsidiary Guarantor
     to sell, transfer, lease or otherwise dispose of (in one transaction or a
     series of transactions) all or substantially all of its assets to any
     Person except to (1) the Borrower, (2) an entity that is a Subsidiary prior
     to such sale, lease, transfer or other disposition or (3) any other Person
     in a transaction not constituting a sale, lease, transfer or other
     disposition of all or substantially all of the assets of the Borrower and
     its Subsidiaries taken as a whole, and in which the surviving entity is a
     Subsidiary so long as, in the case of clauses (2) or (3), such Subsidiary
     or other Person shall agree to be bound by the provisions of the Subsidiary
     Guarantee to which such Subsidiary Guarantor is a party."

     Section 5. Amendment Events of Default. Section 7.01(n) of the Credit
Agreement is amended to read in its entirety as follows:

          "(n)  Any Subsidiary Guarantee shall cease to be enforceable, or any
     Subsidiary Guarantor or any of its Affiliates shall so assert in writing;
     or "

     Section 6. Amended Waivers; Amended Amendments. (a) Section 9.02(c) of the
Credit Agreement is amended to read in its entirety as follows:

          "(c)  None of the Subsidiary Guarantees nor any provision thereof may
     be waived, amended or modified except pursuant to an agreement or
     agreements in writing entered into by the Subsidiary Guarantor party
     thereto and the Administrative Agent with the consent of the Majority
     Lenders; provided that no such agreement

                                       3
<PAGE>

     shall release any Subsidiary Guarantor from its obligations under the
     Subsidiary Guarantee to which such Subsidiary Guarantor is a party without
     the consent of each Lender."

     Section 7. Representations and Warranties. The Borrower hereby represents
and warrants that as of the date hereof and after giving effect hereto:

     (a)  no Default or Event of Default has occurred and is continuing; and

     (b)  each representation and warranty of the Borrower, Kash n' Karry and
Target set forth in the Loan Documents after giving effect to this Amendment is
true and correct as though made on and as of such date, except for any such
representation and warranty made as of a specific date, which are true and
correct as of such specific date.

     Section 8. Governing Law. This Amendment shall be governed by and construed
in accordance with the laws of the State of New York.

     Section 9. Counterparts; Effectiveness. This Amendment may be signed in any
number of counterparts, each of which shall be an original, with the same effect
as if the signatures thereto and hereto were upon the same instrument. This
Amendment shall become effective as of the date hereof when each of the
following conditions shall have been satisfied:

     (a)  receipt by the Administrative Agent of duly executed counterparts
hereof signed by the Borrower and the Majority Lenders (or, in the case of any
party as to which an executed counterpart shall not have been received, the
Agent shall have received telegraphic, telex or other written confirmation
from such party of execution of a counterpart hereof by such party);

     (b)  receipt by the Administrative Agent of duly executed counterparts of a
Hannaford Guaranty substantially in the form set forth on Exhibit A hereto;

     (c)  receipt by the Administrative Agent of duly executed counterparts of a
Kash n' Karry Guaranty substantially in the form set forth on Exhibit B hereto;

     (d)  receipt by the Administrative Agent of an opinion of Akin, Gump,
Strauss, Hauer & Feld, L.L.P. in form and substance reasonably satisfactory to
the Administrative Agent; and

     (e)  receipt by the Administrative Agent of all documents it may reasonably
request relating to the existence of the Borrower, Kash n' Karry and Target, the
corporate authority for and the validity of the Credit Agreement as amended
hereby and the Kash n' Karry Guaranty and the Hannaford Guaranty

                                       4
<PAGE>

referred to above, and any other matters relevant hereto, all in form and
substance satisfactory to the Administrative Agent.

     The Administrative Agent shall promptly notify the Borrower and the Lenders
of the effectiveness of this Amendment, and such notice shall be conclusive and
binding on all parties hereto.

                                       5
<PAGE>

     IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed by their respective authorized officers as of the day and year
first above written.


                              DELHAIZE  AMERICA, INC.


                              By:  /s/ G. Linn Evans
                                   -------------------------------------
                                   Title: Asst. Secretary

                              MORGAN GUARANTY TRUST COMPANY OF NEW YORK,
                              individually and as Administrative Agent


                              By:  /s/ Barry Bergman
                                   -------------------------------------
                                   Title: Vice President

<PAGE>

                              CITIBANK, N.A.


                              By:  /s/ Marc Merlino
                                   -------------------------------------
                                   Title: Director


                              BANK OF AMERICA, N.A.


                              By:  /s/ Timothy H. Spanos
                                   -------------------------------------
                                   Title: Managing Director


                              WACHOVIA BANK, N.A.


                              By:  /s/ Christopher L. Fincher
                                   -------------------------------------
                                   Title: Senior Vice President


                              BBL INTERNATIONAL (U.K.) LIMITED

                              By:  _____________________________________
                                   Name:
                                   Title:


                              BNP PARIBAS (HOUSTON)


                              By:  /s/ Henry F. Setina
                                   -------------------------------------
                                   Title: Vice President


                              By:  /s/ Lloyd G. Cox
                                   -------------------------------------
                                   Title: Managing Director


                              DEUTSCHE BANK, AG, BRUSSELS BRANCH


<PAGE>

                              By:  /s/ Marc LePage
                                   -------------------------------------
                                   Title: Director


                              FORTIS (USA) FINANCE LLC


                              By:  /s/ Eddie Matthews
                                   -------------------------------------
                                   Title: Senior Vice President

                              COOPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK
                              B.A., "RABOBANK INTERNATIONAL", NEW YORK BRANCH


                              By:  /s/ Theodore W. Cox
                                   -------------------------------------
                                   Title: Vice President


                              By:  /s/ James S. Cunningham
                                   -------------------------------------
                                   Title: Managing Director
                                         Chief Risk Officer


                              THE BANK OF NEW YORK


                              By:  /s/ Howard F. Bascom, Jr.
                                   -------------------------------------
                                   Title: Vice President


<PAGE>

                              BANK ONE, NA


                              By:  _____________________________________
                                   Name:
                                   Title:


                              CREDIT AGRICOLE INDOSUEZ


                              By:  /s/ Rene LeBlanc
                                   -------------------------------------
                                   Title: Vice President


                              By:  /s/ Philip J. Salter
                                   -------------------------------------
                                   Title: Vice President


                              FIRST UNION NATIONAL BANK


                              By:  /s/ Margaret Gibbons
                                   -------------------------------------
                                   Title: Senior Vice President


                              SUNTRUST BANK, ATLANTA


                              By:  /s/ Andrew J. Hines
                                   -------------------------------------
                                   Title: Director


                              BANK OF TOKYO-MITSUBISHI TRUST COMPANY


                              By:  /s/ Heather Zimmermann
                                   -------------------------------------
                                   Title: Vice President


<PAGE>

                              COBANK, ACB


                              By:  /s/ S. Richard Dill
                                   -------------------------------------
                                   Title: Vice President


                              THE DAI-ICHI KANGYO BANK, LTD.


                              By:  /s/ Kenneth Biegen
                                   -------------------------------------
                                   Title: Senior Vice President


                              THE FUJI BANK, LIMITED


                              By:  _____________________________________
                                   Name:
                                   Title:

                              THE INDUSTRIAL BANK OF JAPAN, LIMITED


                              By:  /s/ Kotaro Suzuki
                                   -------------------------------------
                                   Title: Vice President


                              BNP PARIBAS (BRUSSELS)

                              By:  /s/ Andre Boulanger
                                   -------------------------------------
                                   Title: General Manager

<PAGE>

                              BRANCH BANKING & TRUST COMPANY


                              By:  /s/ Cory Boyte
                                   -------------------------------------
                                   Title: Vice President


                              CREDIT COMMERCIALE DE FRANCE S.A.

                              By:  _____________________________________
                                   Name:
                                   Title:

                              DEXIA BANK S.A


                              By:  _____________________________________
                                   Name:
                                   Title:


                              FLEET NATIONAL BANK


                              By:  /s/ Thomas J. Bullard
                                   -------------------------------------
                                   Title: Director


                              UNION BANK OF CALIFORNIA, NA

                              By:  /s/ J. Scott Jessup
                                   -------------------------------------
                                   Title: Vice President

<PAGE>

                              CIBC INC.


                              By: ______________________________________
                                   Name:
                                   Title:


                              BANCA DI ROMA -- NEW YORK BRANCH


                              By:  /s/ A. Paoli
                                   -------------------------------------
                                   Title: Asst. Treasurer


                              By:  /s/ C. Strike
                                   -------------------------------------
                                   Title: Asst. Vice President


                              GENERAL ELECTRIC CAPITAL CORPORATION


                              By:  _____________________________________
                                   Name:
                                   Title:


Acknowledged and Agreed to by:

FOOD LION, LLC


By:  /s/ G. Linn Evans
     --------------------------
     Title: Asst. Secretary