Exhibit 10.29





[364-Day Agreement]                                               EXECUTION COPY

================================================================================

                      AMENDED AND RESTATED CREDIT AGREEMENT

                           Dated as of March 15, 2001

                                      among

                               ALBERTSON'S, INC.,

                             BANK OF AMERICA, N.A.,

                            as Administrative Agent,

                                  BANK ONE, NA,

                              as Syndication Agent,

                             WELLS FARGO BANK, N.A.,

                             as Documentation Agent,

                        THE HUNTINGTON NATIONAL BANK and
                         UNION BANK OF CALIFORNIA, N.A.,

                           as Senior Managing Agents,

                          KEYBANK NATIONAL ASSOCIATION,
                             WACHOVIA BANK, N.A. and
                           THE NORTHERN TRUST COMPANY

                               as Managing Agents

                                       and

                  THE OTHER FINANCIAL INSTITUTIONS PARTY HERETO

                                   Arranged by


                         Banc of America Securities LLC,

                               Sole Lead Arranger
                              and Sole Book Manager

================================================================================


<PAGE>




                      AMENDED AND RESTATED CREDIT AGREEMENT

          This Amended and  Restated  Credit  Agreement  (this  "Agreement")  is
entered  into as of March 15, 2001 by and 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 syndication agent (in such capacity, the "Syndication
Agent"),  Wells Fargo Bank,  N.A., as  documentation  agent (the  "Documentation
Agent"),  The Huntington  National Bank and Union Bank of  California,  N.A., as
senior managing agents (in such capacity, the "Senior Managing Agents"), KeyBank
National  Association,  Wachovia Bank,  N.A and The Northern  Trust Company,  as
managing agents (in such capacity,  the "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 Company,  the Banks party  thereto and the Agent entered
into a Credit  Agreement dated as of March 22, 2000 (as in effect as of the date
of this Agreement,  the "Original  Agreement") providing for a 364-day revolving
credit facility; and

          WHEREAS,  the parties hereto desire to amend the Original Agreement as
set forth herein and to restate the  Original  Agreement in its entirety to read
as set forth in the Original  Agreement  with the  amendments  specified  below,
subject to the terms and conditions of this Agreement;

         NOW, THEREFORE, the parties hereto agree as follows:

1.   Definitions; References; Interpretation.

     (a) Unless  otherwise  specifically  defined herein,  each term used herein
(including in the Recitals  hereof)  which is defined in the Original  Agreement
shall have the meaning assigned to such term in the Original Agreement.

     (b) Each reference to "this Agreement", "hereof", "hereunder", "herein" and
"hereby" and each other similar reference  contained in the Original  Agreement,
and each reference to "the Credit Agreement" and each other similar reference in
the other Loan Documents, shall from and after the Effective Date (as defined in
subsection 2) refer to the Original Agreement as amended and restated hereby.

     (c) The rules of  interpretation  set forth in Section 1.02 of the Original
Agreement shall be applicable to this Agreement.

2.   Amendments  to  Original  Agreement.   Subject to the  terms and conditions
hereof, the  Original  Agreement  is amended  as  follows,  effective  as of the
date of  satisfaction of the  conditions set forth in  Section 4 (the "Effective
Date"):

     (a) Amendments to Article I of the Original Agreement.

          (1) The term "Notes"  defined in the Original  Agreement shall include
from and after the Effective Date the Notes delivered under this Agreement.

                                       2
<PAGE>


          (2) The  definition  of "Closing  Date" is amended in its  entirety to
provide as follows:

               "Closing  Date" means the date  occurring  on or before March 15,
     2001 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).

          (3) The  definition of "Eligible  Assignee" is amended in its entirety
to provide as follows:

               "Eligible  Assignee"  means (a) a commercial bank or savings 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.


          (4) The definition of "Revolving  Termination  Date" is amended in its
entirety to provide as follows:

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

               a. March 14, 2002 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.

     (b) Amendment to Annex I of the Original Agreement. Annex I of the Original
Agreement  is  replaced in its  entirety  by Annex I (Amended)  attached to this
Agreement.

     (c) Amendment to Schedule 2.01 of the Original Agreement.  Schedule 2.01 of
the Original Agreement is replaced in its entirety by Schedule 2.01 (Amended) of
this Agreement.

     (d) Amendment to Schedule 10.02 of the Original  Agreement.  Schedule 10.02
of the  Original  Agreement  is  replaced  in its  entirety  by  Schedule  10.02
(Amended) of this Agreement.

3.   Representations and Warranties.  The Company hereby represents and warrants
to the Agent and the Banks as follows:

                                       3
<PAGE>


     (a) No Default or Event of Default has occurred and is continuing (or would
result from the amendment of the Original Agreement contemplated hereby).

     (b)  The  execution,  delivery  and  performance  by the  Company  of  this
Agreement and the Original Agreement (as amended and restated by this Agreement)
have been duly authorized by all necessary corporate and other action and do not
and will not require any registration with, consent or approval of, or notice to
or action by, any Person  (including any Governmental  Authority) in order to be
effective and enforceable.

     (c)  This  Agreement,  each  Note  delivered  hereunder  and  the  Original
Agreement  (as amended and  restated by this  Agreement)  constitute  the legal,
valid  and  binding  obligations  of  the  Company,  enforceable  against  it in
accordance with their respective terms.

     (d) All  representations  and  warranties  of the Company  contained in the
Original   Agreement   are  true  and   correct   (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  (d) shall be deemed instead to refer to (x) the last day of the most
recent quarter and year for which financial statements have then been delivered;
(y) to the most  recent Form 10-K and Forms 10-Q filed  subsequently  thereto by
the Company with the SEC, in respect of the  representations and warranties made
in Section 5.05 of the Original Agreement;  and (z) 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) of the Original Agreement).

     (e) There has occurred  since  February 3, 2000,  no event or  circumstance
that has  resulted  or could  reasonably  be  expected  to result in a  Material
Adverse Effect.

     (f) The Company is  entering  into this  Agreement  on the basis of its own
investigation  and for its own reasons,  without reliance upon the Agent and the
Banks or any other Person.

     (g) The Company's  obligations  under the Original  Agreement and under the
other Loan  Documents  are not subject to any  defense,  counterclaim,  set-off,
right of recoupment, abatement or other claim.

4.   Conditions of Effectiveness.

     (a) The  effectiveness  of Section 2 of this Agreement  shall be subject to
the satisfaction of each of the following conditions precedent:

          (1) The Agent  shall have  received  from the  Company and each of the
Banks (i) a duly  executed  original  (or, if elected by the Agent,  an executed
facsimile copy) of this Agreement; and (ii) if requested by any Bank, a Note (or
replacement  Note)  substantially  in the  form  of  Exhibit  I to the  Original
Agreement.

          (2) The Agent shall have  received  evidence of payment by the Company
of all  fees,  costs and  expenses  due and  payable  as of the  Effective  Date
hereunder  and under the Original  Agreement,  including  any costs and expenses
payable under Section 6(g) of this  Agreement  (including  the Agent's  Attorney
Costs, to the extent invoiced on or prior to the Effective Date).

                                       4
<PAGE>


          (3) The  Agent  shall  have  received  from the  Company a copy of the
resolutions passed by the board of directors of the Company, certified as of the
Effective  Date by the  Secretary  or an  Assistant  Secretary  of such  Person,
authorizing the execution, delivery and performance of this Agreement, the Notes
to be delivered hereunder and the Original Agreement (as amended and restated by
this Agreement).

          (4) The Agent  shall have  received  an  opinion of Thomas R.  Saldin,
Executive Vice-President and General Counsel to the Company, dated the Effective
Date  and  addressed  to  the  Agent  and  the  Banks,  in  form  and  substance
satisfactory to the Agent and the Banks.

          (5) The Agent  shall have  received a  favorable  opinion of  Brobeck,
Phleger & Harrison LLP, special counsel to the Agent,  dated as of the Effective
Date.

          (6) The Agent shall have  received all other  documents it or any Bank
may reasonably  request relating to any matters relevant hereto, all in form and
substance satisfactory to the Agent and each Bank.

          (7) The  representations and warranties in Section 3 of this Agreement
shall be true and correct on and as of the  Effective  Date with the same effect
as if made on and as of the Effective Date.

     (b) For purposes of determining compliance with the conditions specified in
Section 4(a), 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 for inspection, 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.

     (c) From and after the Effective Date, the Original Agreement is amended as
set forth  herein and is  restated  in its  entirety to read as set forth in the
Original  Agreement with the amendments  specified  herein,  and all outstanding
Notes under the Original Agreement shall be superseded and replaced by the Notes
delivered under this Agreement.  All such previously  outstanding  Notes will be
deemed  cancelled  upon the  occurrence  of the  Effective  Date.  The  Original
Agreement  (as amended and restated by this  Agreement)  is hereby  ratified and
confirmed in all respects.

     (d) The Agent will notify the Company  and the Banks of the  occurrence  of
the Effective Date.

5.   Fees.  At Closing, the Company  shall pay to the Agent for  itself the fees
set  forth  in  the  Fee  Letter dated as of February 9, 2001 by and between the
Company and the Agent.

6.   Miscellaneous.

     (a) The Company  acknowledges and agrees that the execution and delivery by
the Agent and the Banks of this Agreement shall not be deemed to create a course
of dealing or an obligation to execute similar amendments or provide any waivers
or other amendments under the same or similar circumstances in the future.

                                       5
<PAGE>


     (b) This  Agreement  shall be binding  upon and inure to the benefit of the
parties hereto and thereto and their respective successors and assigns.

     (c) This  Agreement  shall be governed by and construed in accordance  with
the law of the State of New York  provided  that the  Agent and the Banks  shall
retain all rights arising under Federal law.

     (d) This Agreement may be executed in any number of  counterparts,  each of
which shall be deemed an  original,  but all such  counterparts  together  shall
constitute  but  one  and  the  same  instrument.  Each  of the  parties  hereto
understands  and agrees  that this  document  (and any other  document  required
herein) may be delivered by any party thereto  either in the form of an executed
original or an executed  original sent by facsimile  transmission to be followed
promptly by mailing of a hard copy original,  and that receipt by the Agent of a
facsimile  transmitted  document  purportedly bearing the signature of a Bank or
the Company  shall bind such Bank or the  Company,  respectively,  with the same
force and effect as the  delivery  of a hard copy  original.  Any failure by the
Agent to receive  the hard copy  executed  original of such  document  shall not
diminish the binding  effect of receipt of the  facsimile  transmitted  executed
original of such  document of the party whose hard copy page was not received by
the Agent.

     (e) This  Agreement  contains  the entire and  exclusive  agreement  of the
parties hereto with reference to the matters  discussed  herein.  This Agreement
supersedes  all prior  drafts  and  communications  with  respect  hereto.  This
Agreement may not be amended except in accordance with the provisions of Section
10.01 of the Original Agreement.

     (f) If any term or provision of this Agreement  shall be deemed  prohibited
by or invalid under any  applicable  law, such  provision  shall be  invalidated
without  affecting the  remaining  provisions  of this  Agreement,  the Original
Agreement or the Loan Documents.

     (g) The Company agrees to pay or reimburse BofA  (including in its capacity
as  Agent),  upon  demand,  for all  reasonable  costs and  expenses  (including
reasonable Attorney Costs) incurred by BofA (including in its capacity as Agent)
in connection  with the  development,  preparation,  negotiation,  execution and
delivery of this Agreement.

                            [Signature pages follow]



                                       6
<PAGE>



          IN WITNESS  WHEREOF,  the parties hereto have caused this Agreement to
be duly executed and delivered 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
                                      Administrative Agent


                                      By:  ___________________________________

                                      Title: _________________________________


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


                                      By:  ___________________________________

                                      Title: _________________________________



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

                                      By:  ___________________________________

                                      Title: _________________________________


<PAGE>


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


                                      By:  ___________________________________

                                      Title: _________________________________



                                      THE HUNTINGTON NATIONAL BANK, as Senior
                                      Managing Agent and as a Bank


                                      By:  ___________________________________

                                      Title: _________________________________



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


                                      By:  ___________________________________

                                      Title: _________________________________



                                      KEYBANK NATIONAL ASSOCIATION, as Managing
                                      Agent and as a Bank


                                      By:  ___________________________________

                                      Title: _________________________________



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


                                      By:  ___________________________________

                                      Title: _________________________________


<PAGE>


                                      THE NORTHERN TRUST COMPANY, as Managing
                                      Agent and as a Bank


                                      By:  ___________________________________

                                      Title: _________________________________



                                      THE BANK OF NEW YORK


                                      By:  ___________________________________

                                      Title: _________________________________



                                      BANK OF OKLAHOMA, N.A.


                                      By:  ___________________________________

                                      Title: _________________________________



                                      FIRST UNION NATIONAL BANK


                                      By:  ___________________________________

                                      Title: _________________________________



                                      INTERNATIONAL BANK OF COMMERCE


                                      By:  ___________________________________

                                      Title: _________________________________


<PAGE>


                                      MERRILL LYNCH BANK USA


                                      By:  ___________________________________

                                      Title: _________________________________



                                      SOUTHTRUST BANK, N.A.


                                      By:  ___________________________________

                                      Title: _________________________________



                                      UMB BANK, N.A.


                                      By:  ___________________________________

                                      Title: _________________________________



                                      WASHINGTON MUTUAL BANK


                                      By:  ___________________________________

                                      Title: _________________________________



<PAGE>



                                ANNEX I (AMENDED)

                                  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>
------------------------------ ---------------------- ------------------------- -----------------------------
        Indebtedness                                          Offshore
           Rating                  Facility Fee             Rate Spread               Base Rate Spread
------------------------------ ---------------------- ------------------------- -----------------------------
<S>                            <C>                    <C>                       <C>

         => A or A2                   6.5 bps                 18.5 bps                     0 bps
------------------------------ ---------------------- ------------------------- -----------------------------

         => A- or A3                  7.5 bps                 30.0 bps                     0 bps
------------------------------ ---------------------- ------------------------- -----------------------------

       => BBB+ or Baa1               10.0 bps                 40.0 bps                     0 bps
------------------------------ ---------------------- ------------------------- -----------------------------

       => BBB or Baa2                12.5 bps                 50.0 bps                     0 bps
------------------------------ ---------------------- ------------------------- -----------------------------

       <= BBB- or Baa3               17.5 bps                 82.5 bps                     0 bps
------------------------------ ---------------------- ------------------------- -----------------------------
</TABLE>


Applicable Fee Amount (Utilization Fee): The Utilization Fee applicable to Loans
shall  be,  at any  time,  the rate per  annum  set  forth in the  table  below,
determined in accordance with usage:


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

                        50%                   12.5 bps
             ------------------------- ----------------------

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 I (Amended) -1.

<PAGE>


                             SCHEDULE 2.01 (AMENDED)

                                   COMMITMENTS
                               AND PRO RATA SHARES


<TABLE>
<CAPTION>
                                                                                                              PRO RATA
             BANK                                                            COMMITMENT                         SHARE
             ----                                                            ----------                       --------
<S>                                                                         <C>                            <C>
BANK OF AMERICA, N.A.                                                       $100,000,000                   14.285714286%*

BANK ONE, NA                                                                $100,000,000                   14.285714286%*

WELLS FARGO BANK, N.A.                                                       $95,000,000                   13.571428571%*

THE HUNTINGTON NATIONAL BANK                                                 $65,000,000                    9.285714286%*

UNION BANK OF CALIFORNIA, N.A.                                               $65,000,000                    9.285714286%*

KEYBANK, NATIONAL ASSOCIATION                                                $50,000,000                    7.142857143%*

WACHOVIA BANK, N.A.                                                          $50,000,000                    7.142857143%*

THE NORTHERN TRUST COMPANY                                                   $35,000,000                    5.000000000%*

FIRST UNION NATIONAL BANK                                                    $25,000,000                    3.571428571%*

MERRILL LYNCH BANK USA                                                       $25,000,000                    3.571428571%*

WASHINGTON MUTUAL BANK                                                       $25,000,000                    3.571428571%*

UMB BANK, NA                                                                 $17,500,000                    2.500000000%*

THE BANK OF NEW YORK                                                         $12,500,000                    1.785714286%*

INTERNATIONAL BANK OF COMMERCE                                               $12,500,000                    1.785714286%*

SOUTHTRUST BANK, N.A.                                                        $12,500,000                    1.785714286%*

BANK OF OKLAHOMA, N.A.                                                       $10,000,000                    1.428571429%*
                                                                            ------------                   --------------

TOTAL                                                                       $700,000,000                            100%

* [9 DECIMAL PTS.]
</TABLE>



                              S-2.01 (Amended) -1.

<PAGE>


                            SCHEDULE 10.02 (AMENDED)

             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
1850 Gateway Boulevard
Concord, California  94520
Attention:      Jeff Khamsivone
Telephone:      (925) 675-8432
Facsimile:      (925) 969-2869

Other Notices:

Bank of America, N.A.
Retail Industry Group
Mail Code:  IL1-231-09-44
231 South LaSalle Street
Chicago, IL 60697
Attention:      Bridget Garavalia
Telephone:      (312) 828-1259
Facsimile:      (312) 828-6269

                              S-10.02 (Amended) -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
Agency Services
1850 Gateway Boulevard
Concord, California  94520
Attention:      Jeff Khamsivone
Telephone:      (925) 675-8432
Facsimile:      (925) 969-2869

All other Notices:

Bank of America, N.A.
Retail Industry Group
Mail Code: IL1-231-09-44
231 South LaSalle Street
Chicago, IL  60697
Attention:      Bridget Garavalia
Telephone:      (312) 828-1259
Facsimile:      (312) 828-6269

BANK ONE, NA
  as Syndication Agent and as a Bank

Domestic and Offshore Lending Office:

Bank One, NA
1 Bank One Plaza
IL1-0088, 14th Floor
Chicago, Illinois  60670
Attention:        Mike Parisi
Telephone:        (312) 732-8588
Facsimile:        (312) 732-2715

                              S-10.02 (Amended) -2.

<PAGE>

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

Bank One, NA
1 Bank One Plaza
IL1-0086, 14th Floor
Chicago, Illinois  60670
Attention:        Paul E. Rigby
Telephone:        (312) 732-6132
Facsimile:        (312) 336-4380
Email: paul.rigby@bankone.com

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

Domestic and Offshore Lending Office:

Wells Fargo Bank, N.A.
201 Third Street
MAC A0187-081
Los Angeles, California  94103
Attention:        Ginnie Padgett
Telephone:        (415) 477-5374
Facsimile:        (415) 512-1943

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

Wells Fargo Bank, N.A.
999 Third Avenue, 11th Floor
MAC P6540-11E
Seattle, Washington  98104
Attention:        Steven J. Andersen
Telephone:        (206) 292-3666
Facsimile:        (206) 292-3595

Secondary Contact:

1300 SW 5th Ave., 7th Floor
MAC P6101-076
Portland, OR 97201
Attention:        Meggie A. Chichioco
Telephone:        (503) 886-2215
Facsimile:        (503) 886-2211

                              S-10.02 (Amended) -3.

<PAGE>

THE HUNTINGTON NATIONAL BANK
  as Senior Managing Agent and as a Bank


Domestic and Offshore Lending Office:

The Huntington National Bank
7450 Huntington Park Drive
Mail Code HZ0338
Columbus, Ohio  43285
Attention:        Donna Coventry
Telephone:        (614) 480-2956
Facsimile:        (614) 480-2533
Email: donna.coventry@huntington.com

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

Huntington National Bank
201 E. Pine Street
Suite 1310
Orlando, Florida 32801
Attention:        Steven Woodell
Telephone:        (407) 245-8407
Facsimile:        (407) 245-8422
Email: steven.woodell@huntington.com

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

                              S-10.02 (Amended) -4.

<PAGE>

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
Email: timothy.streb@uboc.com

KEYBANK NATIONAL ASSOCIATION
  as Managing Agent and as a Bank

Domestic and Offshore Lending Office:

KeyBank National Association
601 108th Avenue, N.E.
5th Floor
Bellevue, WA 98004
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
601 108th Avenue, N.E.
5th Floor
Bellevue, WA 98004
Attention:        Tony Yee
Telephone:        (425) 709-4578
Facsimile:        (425) 709-4587

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

Domestic and Offshore Lending Office:
Wachovia Bank, N.A.
191 Peachtree Street NE
MC-GA 3940
Atlanta, Georgia  30303
Attention:        Bill Allen
Telephone:        (404) 332-5271
Facsimile:        (404) 332-4320

                              S-10.02 (Amended) -5.

<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:        Jessica S. Wright
Telephone:        (404) 332-5397
Facsimile:        (404) 332-4136

THE NORTHERN TRUST COMPANY
  as Managing Agent and as a Bank

Domestic and Offshore Lending Office:

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

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

The Northern Trust Company
50 South LaSalle
Chicago, Illinois  60675
Attention:        David J. Mitchell
Telephone:        (312) 444-5033
Facsimile:        (312) 444-5055



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

                              S-10.02 (Amended) -6.

<PAGE>

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/Edward Vietor (backup contact)
Telephone:        (212) 635-7869/7867
Facsimile:        (212) 635-1481/1483

BANK OF OKLAHOMA, N.A.

Domestic and Offshore Lending Office:

Bank Of Oklahoma, N.A.
P.O. Box 2300
Tulsa, Oklahoma  74192
Attention:        Sharon Shannon
Telephone:        (918) 588-6335
Facsimile:        (918) 588-8231
Email: Sshannon@bokf.com

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

Bank Of Oklahoma, N.A.
P.O. Box 2300
Tulsa, Oklahoma  74192
Attention:        Jane Faulkenberry
Telephone:        (918) 588-6272
Facsimile:        (918) 588-8231
Email: jfaulkenberry@bokf.com

FIRST UNION NATIONAL BANK

Domestic and Offshore Lending Office:

First Union National Bank
201 South College Street
Charlotte, North Carolina  28288
Attention:        Todd Tucker
Telephone:        (704) 383-0905
Facsimile:        (704) 383-7999
Email: todd.tucker@funb.com

                              S-10.02 (Amended) -7.

<PAGE>

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

First Union National Bank
One South Penn Square
Widener Bldg., 12th Floor
Philadelphia, PA 19107
Attention:        Margaret Gibbons
Telephone:        (215) 786-4351
Facsimile:        (215) 973-1887
Email: margaret.gibbons@funb.com

INTERNATIONAL BANK OF COMMERCE

Domestic and Offshore Lending Office:

International Bank of Commerce
130 East Travis
San Antonio, Texas  78205
Attention:        Yolanda Garza
Telephone:        (210) 518-2508
Facsimile:        (210) 518-2591

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

International Bank of Commerce
130 East Travis
San Antonio, Texas  78205
Attention:        Michael K. Sohn
Telephone:        (210) 518-2506
Facsimile:        (210) 518-2591
Email: msohn@ibco.com

MERRILL LYNCH BANK USA

Domestic and Offshore Lending Office:

Merrill Lynch Bank USA
15 W. South Temple
Suite 300
Salt Lake City, UT 84101
Attention:        Frank Stepan
Telephone:        (801) 526-8316
Facsimile:        (801) 521-6466

                              S-10.02 (Amended) -8.

<PAGE>

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

Merrill Lynch Bank USA
15 W. South Temple
Suite 300
Salt Lake City, UT 84101
Attention:        Butch Alder
Telephone:        (801) 526-8324
Facsimile:        (801) 526-6466

SOUTHTRUST BANK

Domestic and Offshore Lending Office:

SouthTrust Bank
600 West Peachtree Street, N.E., 27th Floor
Atlanta, Georgia  30308
Attention:        Bonnie Heeter
Telephone:        (404) 853-5755
Facsimile:        (404) 853-5766

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

SouthTrust Bank
600 West Peachtree Street, N.E., 27th Fl
Atlanta, Georgia  30308
Attention:        Bonnie Heeter
Telephone:        (404) 853-5755
Facsimile:        (404) 853-5766
Email: bonnie.heeter@southtrust.com

UMB BANK, N.A.

Domestic and Offshore Lending Office:

UMB Bank, n.a.
928 Grand Boulevard
Kansas City, Missouri  64106
Attention:        Vaughnda Ritchie
Telephone:        (816) 860-7019
Facsimile:        (816) 860-3772
Email: vaughnda.ritchie@umb.com

                              S-10.02 (Amended) -9.

<PAGE>

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
Email: david.proffitt@umb.com

WASHINGTON MUTUAL BANK

Domestic and Offshore Lending Office:

Washington Mutual Bank
1201 Third Avenue, Suite 1000
Seattle, WA 98101
Attention:        Margaret Tsao
Telephone:        (206) 377-4012
Facsimile:        (206) 377-2575

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

Washington Mutual Bank
1201 Third Avenue, Suite 1000
Seattle, WA 98101
Attention:        Bruce Kendrex/Richard Ameny(backup contact)
Telephone:        (206) 490-4465/461-3479
Facsimile:        (206) 377-2575
Email: bkendrex@westernbank.com


                              S-10.02 (Amended) -10.