WINN DIXIE STORES INC
AMENDED AND RESTATED CREDIT AGREEMENT DATED OCTOBER 7, 2003
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>3
<FILENAME>dex101.txt
<DESCRIPTION>AMENDED AND RESTATED CREDIT AGREEMENT DATED OCTOBER 7, 2003
<TEXT>
<PAGE>

                                                                    Exhibit 10.1

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

                                  $300,000,000

                     AMENDED AND RESTATED CREDIT AGREEMENT,

                          dated as of October 7, 2003,

                                      among

                WINN-DIXIE STORES, INC. AND CERTAIN SUBSIDIARIES,

                                as the Borrowers,

                VARIOUS FINANCIAL INSTITUTIONS AND OTHER PERSONS
                        FROM TIME TO TIME PARTIES HERETO,

                                 as the Lenders,

                       WACHOVIA BANK, NATIONAL ASSOCIATION
               (formerly known as First Union Bank National Bank),
                  as the Administrative Agent for the Lenders,

                          GMAC COMMERCIAL FINANCE LLC,
                    as the Syndication Agent for the Lenders,

                         HARRIS TRUST AND SAVINGS BANK,
                   as the Documentation Agent for the Lenders,

                                       and

                    CONGRESS FINANCIAL CORPORATION (Florida),
                     as the Inventory Agent for the Lenders

                                  ____________


                         WACHOVIA CAPITAL MARKETS, LLC,
                      as Sole Arranger and Sole Bookrunner

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

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                       Page

                                     ARTICLE I
                          DEFINITIONS AND ACCOUNTING TERMS
<S>                                                                                    <C>
SECTION 1.1. Defined Terms............................................................    2
SECTION 1.2. Use of Defined Terms.....................................................   29
SECTION 1.3. Cross-References.........................................................   29
SECTION 1.4. Accounting and Financial Determinations..................................   29

                                     ARTICLE II
                         COMMITMENTS, BORROWING AND ISSUANCE
                       PROCEDURES, NOTES AND LETTERS OF CREDIT

SECTION 2.1. Commitments..............................................................   30
      SECTION 2.1.1. Revolving Loan Commitment and Swing Line Loan Commitment.........   30
      SECTION 2.1.2. Letter of Credit Commitment; Existing Letters of Credit..........   31
SECTION 2.2. Reduction of the Commitment Amounts......................................   32
      SECTION 2.2.1. Optional.........................................................   33
      SECTION 2.2.2. Mandatory........................................................   33
SECTION 2.3. Borrowing Procedures.....................................................   33
      SECTION 2.3.1. Borrowing Procedure..............................................   33
      SECTION 2.3.2. Swing Line Loans.................................................   33
SECTION 2.4. Continuation and Conversion Elections....................................   34
SECTION 2.5. Funding..................................................................   35
SECTION 2.6. Issuance Procedures......................................................   35
      SECTION 2.6.1. Other Lenders' Participation.....................................   35
      SECTION 2.6.2. Disbursements....................................................   35
      SECTION 2.6.3. Reimbursement....................................................   36
      SECTION 2.6.4. Deemed Disbursements.............................................   36
      SECTION 2.6.5. Nature of Reimbursement Obligations..............................   36
SECTION 2.7. Register; Notes..........................................................   37
SECTION 2.8. Extensions of Stated Maturity Date.......................................   38
SECTION 2.9. Joint and Several Liability..............................................   39

                                     ARTICLE III
                     REPAYMENTS, PREPAYMENTS, INTEREST AND FEES

SECTION 3.1. Repayments and Prepayments...............................................   39
      SECTION 3.1.1. Repayments and Prepayments.......................................   39
SECTION 3.2. Interest Provisions......................................................   40
      SECTION 3.2.1. Rates............................................................   40
      SECTION 3.2.2. Default Rates....................................................   41
      SECTION 3.2.3. Payment Dates....................................................   41
SECTION 3.3. Fees.....................................................................   41
      SECTION 3.3.1. Unused Line Fee..................................................   41
      SECTION 3.3.2. Agents' Fees.....................................................   42
      SECTION 3.3.3. Letter of Credit Fee.............................................   42
</TABLE>

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                Winn-Dixie Amended and Restated Credit Agreement

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<TABLE>
<CAPTION>
                                   ARTICLE IV
                     CERTAIN LIBO RATE AND OTHER PROVISIONS

<S>                                                                            <C>
SECTION 4.1.  LIBO Rate Lending Unlawful.....................................   42
SECTION 4.2.  Deposits Unavailable; Market Disruptions.......................   42
SECTION 4.3.  Increased LIBO Rate Loan Costs, etc............................   43
SECTION 4.4.  Funding Losses.................................................   43
SECTION 4.5.  Increased Capital Costs........................................   43
SECTION 4.6.  Taxes..........................................................   44
SECTION 4.7.  Payments, Computations, etc....................................   45
SECTION 4.8.  Sharing of Payments............................................   46
SECTION 4.9.  Setoff.........................................................   46
SECTION 4.10. Defaulting Lenders.............................................   46
SECTION 4.11. Replacement of Lenders.........................................   47

                                    ARTICLE V
            CONDITIONS TO EFFECTIVENESS AND INITIAL CREDIT EXTENSIONS

SECTION 5.1. Effectiveness and Initial Credit Extension......................   48
      SECTION 5.1.1.  Resolutions, etc.......................................   48
      SECTION 5.1.2.  Closing Date Certificate...............................   48
      SECTION 5.1.3.  Refinancing of Outstanding Indebtedness, etc...........   48
      SECTION 5.1.4.  Closing Fees, Expenses, etc............................   48
      SECTION 5.1.5.  Financial Information, etc.............................   49
      SECTION 5.1.6.  Compliance Certificate.................................   49
      SECTION 5.1.7.  Opinions of Counsel....................................   49
      SECTION 5.1.8.  Filings................................................   49
      SECTION 5.1.9.  Subsidiary Guaranty....................................   49
      SECTION 5.1.10. Solvency, etc..........................................   49
      SECTION 5.1.11. Pledge Agreements......................................   49
      SECTION 5.1.12. Foreign Pledge Agreements..............................   49
      SECTION 5.1.13. Security Agreement Searches and Filings................   50
      SECTION 5.1.14. Insurance..............................................   50
      SECTION 5.1.15. Mortgage Amendments....................................   50
      SECTION 5.1.16. Collateral Access Agreements...........................   50
      SECTION 5.1.17. Delivery of Notes......................................   50
      SECTION 5.1.18. Perfection Certificate.................................   51
      SECTION 5.1.19. Excess Availability....................................   51
      SECTION 5.1.20. No Material Adverse Change.............................   51
      SECTION 5.1.21. Field Review...........................................   51
      SECTION 5.1.22. Blocked Account Agreements.............................   51
      SECTION 5.1.23. Processor Letters......................................   51
      SECTION 5.1.24. Required Consents and Approvals........................   51
      SECTION 5.1.25. Existing Security Documents............................   52
      SECTION 5.1.26. Direction Letters......................................   52
SECTION 5.2. All Credit Extensions...........................................   52
      SECTION 5.2.1.  Compliance with Warranties, No Default, etc............   52
      SECTION 5.2.2.  Credit Extension Request, etc..........................   52
      SECTION 5.2.3.  Satisfactory Legal Form................................   52
</TABLE>

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                Winn-Dixie Amended and Restated Credit Agreement

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<TABLE>
<CAPTION>
                                                 ARTICLE VI
                                       REPRESENTATIONS AND WARRANTIES
<S>                                                                                                     <C>
SECTION 6.1. Organization, etc.......................................................................   52
SECTION 6.2. Due Authorization, Non-Contravention, etc...............................................   53
SECTION 6.3. Government Approval, Regulation, etc....................................................   53
SECTION 6.4. Validity, etc...........................................................................   53
SECTION 6.5. Financial Information...................................................................   53
SECTION 6.6. No Material Adverse Change..............................................................   54
SECTION 6.7. Litigation..............................................................................   54
SECTION 6.8. Subsidiaries............................................................................   54
SECTION 6.9. Ownership of Properties.................................................................   54
SECTION 6.10. Taxes..................................................................................   54
SECTION 6.11. Pension and Welfare Plans..............................................................   55
SECTION 6.12. Environmental Warranties...............................................................   55
SECTION 6.13. Accuracy of Information................................................................   56
SECTION 6.14. Regulations U and X....................................................................   56
SECTION 6.15. Issuance of Subordinated Debt; Status of Obligations as Senior Indebtedness, etc.......   56
SECTION 6.16. Solvency...............................................................................   56
SECTION 6.17. Capitalization.........................................................................   57
SECTION 6.18. Compliance with Laws; Authorizations...................................................   57
SECTION 6.19. No Contractual or Other Restrictions...................................................   57
SECTION 6.20. Absence of Any Undisclosed Liabilities.................................................   57
SECTION 6.21. Intellectual Property..................................................................   58
SECTION 6.22. Priority of Security Interests.........................................................   58
SECTION 6.23. Material Contracts.....................................................................   58
SECTION 6.24. Subsidiary Guarantors..................................................................   58
SECTION 6.25. Accounts...............................................................................   58
SECTION 6.26. Labor Disputes.........................................................................   58
SECTION 6.27. Distribution Centers...................................................................   59
SECTION 6.28. Debit and Credit Card Processors.......................................................   59
SECTION 6.29. Payable Practices......................................................................   59
SECTION 6.30. Direction Banks........................................................................   59
SECTION 6.31. Borrowers..............................................................................   59

                                                ARTICLE VII
                                                 COVENANTS

SECTION 7.1. Affirmative Covenants...................................................................   59
      SECTION 7.1.1. Financial Information, Reports, Notices, etc....................................   59
      SECTION 7.1.2. Maintenance of Existence; Compliance with Laws, etc.............................   61
      SECTION 7.1.3. Maintenance of Properties.......................................................   61
      SECTION 7.1.4. Insurance.......................................................................   61
      SECTION 7.1.5. Books and Records...............................................................   62
      SECTION 7.1.6. Environmental Law Covenant......................................................   62
      SECTION 7.1.7. Use of Proceeds.................................................................   62
      SECTION 7.1.8. Future Guarantors, Security, etc................................................   62
      SECTION 7.1.9. Conduct of Business; Separate Existence; Maintenance of Authorizations..........   63
      SECTION 7.1.10. Additional Deliveries..........................................................   63
      SECTION 7.1.11. Offsite Books and Records......................................................   64
      SECTION 7.1.12. Eligible Inventory.............................................................   64
</TABLE>

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<TABLE>
<S>                                                                                                       <C>
SECTION 7.2. Negative Covenants.......................................................................... 64
     SECTION 7.2.1.  Business Activities................................................................. 65
     SECTION 7.2.2.  Indebtedness........................................................................ 65
     SECTION 7.2.3.  Liens............................................................................... 67
     SECTION 7.2.4.  Financial Condition................................................................. 68
     SECTION 7.2.5.  Investments......................................................................... 69
     SECTION 7.2.6.  Restricted Payments, etc............................................................ 70
     SECTION 7.2.7.  Changes to Fiscal Year.............................................................. 70
     SECTION 7.2.8.  No Prepayment of Debt............................................................... 70
     SECTION 7.2.9.  Issuance of Capital Securities...................................................... 71
     SECTION 7.2.10. Consolidation, Merger, etc.......................................................... 71
     SECTION 7.2.11. Permitted Dispositions.............................................................. 71
     SECTION 7.2.12. Modification of Certain Agreements.................................................. 72
     SECTION 7.2.13. Transactions with Affiliates........................................................ 73
     SECTION 7.2.14. Restrictive Agreements, etc......................................................... 73
     SECTION 7.2.15. Sale and Leaseback.................................................................. 73
     SECTION 7.2.16. Collateral Access Agreements........................................................ 73
     SECTION 7.2.17. Debit and Credit Card Processors.................................................... 73
     SECTION 7.2.18. Direction Banks..................................................................... 74
SECTION 7.3. Collateral Reporting and Covenants.......................................................... 74
     SECTION 7.3.1.  Collateral Reporting................................................................ 74
     SECTION 7.3.2.  Inventory Covenants................................................................. 74
     SECTION 7.3.3.  Power of Attorney................................................................... 75
     SECTION 7.3.4.  Right to Cure....................................................................... 76
     SECTION 7.3.5.  Access to Premises/Field Audits..................................................... 76
SECTION 7.4. Majority Accounts........................................................................... 76
     SECTION 7.4.1.  Maintaining Majority Accounts....................................................... 76
     SECTION 7.4.2.  Disposition of Funds................................................................ 77

                                                ARTICLE VIII
                                             EVENTS OF DEFAULT

SECTION 8.1. Listing of Events of Default................................................................ 77
     SECTION 8.1.1.  Non-Payment of Obligations.......................................................... 77
     SECTION 8.1.2.  Breach of Warranty.................................................................. 77
     SECTION 8.1.3.  Non-Performance of Certain Covenants and Obligations................................ 77
     SECTION 8.1.4.  Non-Performance of Other Covenants and Obligations.................................. 77
     SECTION 8.1.5.  Default on Other Indebtedness....................................................... 77
     SECTION 8.1.6.  Judgments........................................................................... 78
     SECTION 8.1.7.  Pension Plans....................................................................... 78
     SECTION 8.1.8.  Change in Control................................................................... 78
     SECTION 8.1.9.  Bankruptcy, Insolvency, etc......................................................... 78
     SECTION 8.1.10. Impairment of Security, etc......................................................... 79
     SECTION 8.1.11. Failure of Subordination............................................................ 79
     SECTION 8.1.12. Default Under Senior Unsecured Notes................................................ 79
SECTION 8.2. Action if Bankruptcy........................................................................ 79
SECTION 8.3. Action if Other Event of Default............................................................ 79
</TABLE>

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                Winn-Dixie Amended and Restated Credit Agreement

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<TABLE>
<S>                                                                                                       <C>
                                                ARTICLE IX
                                                THE AGENTS

SECTION 9.1.   Actions................................................................................... 80
SECTION 9.2.   Funding Reliance, etc..................................................................... 80
SECTION 9.3.   Exculpation............................................................................... 81
SECTION 9.4.   Successor................................................................................. 81
SECTION 9.5.   Loans by Wachovia Bank and Congress....................................................... 81
SECTION 9.6.   Credit Decisions.......................................................................... 82
SECTION 9.7.   Copies, etc............................................................................... 82
SECTION 9.8.   Reliance by Agents........................................................................ 82
SECTION 9.9.   Defaults.................................................................................. 82
SECTION 9.10.  Syndication and Documentation Agents...................................................... 83
SECTION 9.11.  Field Audit, Examination Reports and other Information.................................... 83

                                                ARTICLE X
                                          MISCELLANEOUS PROVISIONS

SECTION 10.1.  Waivers, Amendments, etc.................................................................. 83
SECTION 10.2.  Notices; Time............................................................................. 84
SECTION 10.3.  Payment of Costs and Expenses............................................................. 85
SECTION 10.4.  Indemnification........................................................................... 86
SECTION 10.5.  Survival.................................................................................. 87
SECTION 10.6.  Severability.............................................................................. 87
SECTION 10.7.  Headings.................................................................................. 87
SECTION 10.8.  Execution in Counterparts, Effectiveness, etc............................................. 87
SECTION 10.9.  Governing Law; Entire Agreement........................................................... 87
SECTION 10.10. Successors and Assigns.................................................................... 87
SECTION 10.11. Sale and Transfer of Credit Extensions; Participations in Credit Extensions Notes......... 88
     SECTION 10.11.1. Assignments........................................................................ 88
     SECTION 10.11.2. Participations..................................................................... 90
SECTION 10.12. Other Transactions........................................................................ 91
SECTION 10.13. Certain Collateral and Other Matters; Rate Protection Agreements.......................... 91
SECTION 10.14. Forum Selection and Consent to Jurisdiction............................................... 92
SECTION 10.15. Waiver of Jury Trial...................................................................... 92
SECTION 10.16. Reallocation and Assignment of Existing Revolving Loans and L/C Obligations
                 with Respect to Existing Letters of Credit.............................................. 93
SECTION 10.17. Effect of this Agreement.................................................................. 93
SECTION 10.18. Appointment of the Administrative Borrower as Agent for Requesting Loans and
                 Receipts of Loans and Statements........................................................ 93
SECTION 10.19. Waiver of Counterclaims, etc.............................................................. 94
</TABLE>

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                Winn-Dixie Amended and Restated Credit Agreement

<PAGE>

SCHEDULE I    -  Disclosure Schedule
SCHEDULE II   -  Percentages; LIBO Office; Domestic Office
SCHEDULE III  -  Capitalization and Ownership
SCHEDULE IV   -  Fiscal Quarters of the Borrower and its Subsidiaries
SCHEDULE V    -  Fiscal Years of the Borrower and its Subsidiaries
SCHEDULE VI   -  Intentionally Omitted
SCHEDULE VII  -  Designated Officers
SCHEDULE VIII -  Existing Other Letters of Credit


EXHIBIT A-1  -  Form of Amended and Restated Revolving Credit Note
EXHIBIT A-2  -  Form of Amended and Restated Swing Line Note
EXHIBIT B-1  -  Form of Borrowing Request
EXHIBIT B-2  -  Form of Issuance Request
EXHIBIT C    -  Form of Continuation/Conversion Notice
EXHIBIT D    -  Form of Borrower Closing Date Certificate
EXHIBIT E    -  Form of Compliance Certificate
EXHIBIT F-1  -  Borrower Pledge Agreement, as executed
EXHIBIT F-2  -  Form of Subsidiary Pledge Agreement
EXHIBIT G    -  Form of Collateral Access Agreement
EXHIBIT H    -  Subsidiary Guaranty, as executed
EXHIBIT I-1  -  Borrower Security Agreement, as executed
EXHIBIT I-2  -  Subsidiary Security Agreement, as executed
EXHIBIT J-1  -  Form of Mortgage
EXHIBIT J-2  -  Form of Deed of Trust
EXHIBIT J-3  -  Form of Mortgage Amendment
EXHIBIT K    -  Interco Subordination Agreement, as executed
EXHIBIT L    -  Form of Lender Assignment Agreement
EXHIBIT M    -  Form of Officer's Solvency Certificate
EXHIBIT N    -  Form of Perfection Certificate
EXHIBIT O    -  Form of Processor Letter
EXHIBIT P    -  Form of Blocked Account Agreement
EXHIBIT Q    -  Form of Borrowing Base Certificate
EXHIBIT R    -  Form of Direction Letter

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                Winn-Dixie Amended and Restated Credit Agreement

<PAGE>

                      AMENDED AND RESTATED CREDIT AGREEMENT


     THIS AMENDED AND RESTATED CREDIT AGREEMENT, dated as of October 7, 2003, is
among WINN-DIXIE STORES, INC., a Florida corporation ("Winn-Dixie"), certain
subsidiaries of Winn-Dixie listed on the signature pages hereto (collectively,
the "Subsidiary Borrowers"; and together with Winn-Dixie, each a "Borrower" and,
collectively, the "Borrowers"), the various financial institutions and other
Persons from time to time parties hereto (the "Lenders"), WACHOVIA BANK,
NATIONAL ASSOCIATION (formerly known as First Union National Bank, "Wachovia
Bank"), as administrative agent (in such capacity, the "Administrative Agent")
for the Lenders, GMAC COMMERCIAL FINANCE LLC, as syndication agent for the
Lenders (in such capacity, the "Syndication Agent"), HARRIS TRUST AND SAVINGS
BANK, as documentation agent for the Lenders (in such capacity, the
"Documentation Agent"), CONGRESS FINANCIAL CORPORATION (Florida) ("Congress"),
as inventory collateral monitoring agent for the Lenders (in such capacity, the
"Inventory Agent"; and together with the Administrative Agent, referred to as
the "Agents"), and WACHOVIA CAPITAL MARKETS, LLC ("WCM"), as sole arranger and
sole bookrunner (in such capacity, the "Arranger").

                              W I T N E S S E T H:

     WHEREAS, pursuant to the Credit Agreement, dated as of March 29, 2001 (the
"Original Effective Date"), by and among Winn-Dixie (the "Existing Borrower"),
various financial institutions and other persons from time to time party thereto
(the "Existing Lenders"), Wachovia Bank as administrative agent, certain other
agents and arrangers and First Union Securities, Inc. as joint arranger and sole
bookrunner (as heretofore amended or otherwise modified, the "Existing Credit
Agreement"), the Existing Lenders were committed to make extensions of credit to
the Existing Borrower on the terms and conditions set forth therein and made
revolving loans (the "Existing Revolving Loans") and a term loan (the "Existing
Term Loan") and issued (or participated in the issuance of) letters of credit
(the "Existing Letters of Credit") for the account of the Existing Borrower and
Wachovia Bank, as swing line lender, made swing line loans to the Existing
Borrower (the "Existing Swing Line Loans"; and, together with the Existing
Revolving Loans, the "Existing Loans");

     WHEREAS, in connection with certain ongoing working capital and general
corporate needs of the Existing Borrower and its Subsidiaries, the Borrowers
desire to, among other things, continue the Existing Revolving Loans and
Existing Swing Line Loans as Loans under this Agreement and the Existing Letters
of Credit as Letters of Credit under this Agreement, eliminate the existing term
loan facility, increase the Revolving Credit Facility to an aggregate principal
amount of up to $300,000,000 and obtain Commitments to make Loans and other
Credit Extensions as set forth herein;

     WHEREAS, the Existing Borrower and the other Borrowers have requested that
the Existing Credit Agreement be amended and restated in its entirety to become
effective and binding on the Borrowers pursuant to the terms hereof, and the
Lenders (including the Existing Lenders that are parties hereto) have agreed
(subject to the terms of this Agreement) to amend and restate the Existing
Credit Agreement in its entirety to read as set forth herein, and it has been
agreed by the parties hereto that (a) the commitments which the Existing Lenders
that are parties hereto extended to the Existing Borrower under the Existing
Credit Agreement and the commitments of new Lenders that become parties hereto
shall be extended or advanced upon the amended and restated terms and conditions
contained in this Agreement and (b) the Existing Loans and other Obligations
outstanding under the Existing Credit Agreement shall be governed by and deemed
to be outstanding under the amended and restated terms and conditions contained
herein;

                Winn-Dixie Amended and Restated Credit Agreement

<PAGE>

     WHEREAS, all existing Obligations are and shall continue to be (and all
Obligations incurred pursuant hereto shall be) secured by, among other things,
the Security Agreements, the Pledge Agreements, the Mortgages and the other Loan
Documents and shall be guaranteed pursuant to the Subsidiary Guaranty; and

     WHEREAS, the Borrowers operate a food retail business and each Borrower
will derive substantial direct and indirect benefits from the Credit Extensions
made from time to time to any Borrower by the Lenders and the Issuer hereunder
and the execution and delivery of Rate Protection Agreements between any
Borrower or Obligor and certain Secured Parties and it is therefore in the best
interests of each Borrower to execute this Agreement;

     NOW, THEREFORE, the parties hereto hereby agree to amend and restate the
Existing Credit Agreement, and the Existing Credit Agreement is hereby amended
and restated, in its entirety as follows:

                                   ARTICLE I
                        DEFINITIONS AND ACCOUNTING TERMS

     SECTION 1.1. Defined Terms. The following terms (whether or not
underscored) when used in this Agreement, including its preamble and recitals,
shall, except where the context otherwise requires, have the following meanings
(such meanings to be equally applicable to the singular and plural forms
thereof):

     "Accounts" means, as to each Borrower and Guarantor, all present and future
rights of such Borrower and Guarantor to payment of a monetary obligation,
whether or not earned by performance, which is not evidenced by chattel paper or
an instrument, (a) for property that has been or is to be sold, leased,
licensed, assigned or otherwise disposed of, (b) for services rendered or to be
rendered, (c) for a secondary obligation incurred or to be incurred or (d)
arising out of the use of a credit or charge card or information contained on or
for use with the card.

     "Adjusted Borrowing Base" means, at any time, for the Borrowers
collectively, the amount equal to:

          (a)  the amount equal to the sum of:

               (i)  the lesser of (A) seventy percent (70%) multiplied by the
          Value of the Eligible Inventory consisting of finished goods (other
          than Perishable Inventory) or (B) eighty-five percent (85%) of the Net
          Recovery Percentage multiplied by the Value of the Eligible Inventory
          consisting of finished goods (other than Perishable Inventory); plus

               (ii) the lesser of (A) seventy percent (70%) multiplied by the
          Value of the Eligible Inventory consisting of finished goods that is
          Perishable Inventory or (B) eighty-five percent (85%) of the Net
          Recovery Percentage multiplied by the Value of the Eligible Inventory
          consisting of finished goods that is Perishable Inventory or (C) the
          lesser of (x) $150,000,000 or (y) fifty percent (50%) multiplied by
          the Revolving Loan Commitment Amount as in effect at the time of
          determination,

          minus

          (b)  all Reserves.

                                       2
                Winn-Dixie Amended and Restated Credit Agreement

<PAGE>

     The amounts of Eligible Inventory of the Borrowers shall, at the Inventory
Agent's option, be determined based on the lesser of (x) the amount of Inventory
set forth in the general ledgers of the Borrowers or (y) the perpetual inventory
records (by distribution centers and, if any, by retail store) maintained by the
Borrowers.

     "Adjusted Excess Availability" means the aggregate amount for all the
Borrowers, as determined by the Inventory Agent, calculated at any date, equal
to: (a) the Adjusted Borrowing Base after giving effect to any Reserves other
than any Reserves in respect of Letter of Credit Outstandings), minus (b) the
sum of: (i) the amount of all then outstanding and unpaid Obligations (but not
including for this purpose Obligations of any Borrower arising pursuant to any
guarantees in favor of an Agent and the Lenders of the Obligations of the other
Borrowers or any Letter of Credit Outstandings), plus (ii) the amount of all
Reserves then established in respect of Letter of Credit Outstandings.

     "Administrative Agent" is defined in the preamble and includes each other
Person appointed as the successor Administrative Agent pursuant to Section 9.4.

     "Administrative Borrower" means Winn-Dixie in its capacity as
Administrative Borrower on behalf of itself and the other Borrowers pursuant to
Section 10.18 hereof and its successors and assigns in such capacity.

     "Affiliate" of any Person means any other Person which, directly or
indirectly, controls, is controlled by or is under common control with such
Person. "Control" of a Person means the power, directly or indirectly, (a) to
vote 10% or more of the Capital Securities (on a fully diluted basis) or other
equity or membership interests having ordinary voting power for the election of
directors, managing members or general partners (as applicable) or (b) to direct
or cause the direction of the management and policies of such Person (whether
through ownership of Capital Securities, by contract or otherwise).

     "Agents" is defined in the preamble.

     "Agreement" means, on any date, the Existing Credit Agreement as originally
in effect on the Original Effective Date, as amended and restated by this
Amended and Restated Credit Agreement and as hereafter from time to time further
amended, supplemented, amended and restated or otherwise modified from time to
time and in effect on such date.

     "Alternate Base Rate" means, on any date and with respect to all Base Rate
Loans, a fluctuating rate of interest per annum equal to the higher of (a) the
Base Rate in effect on such day; or (b) the Federal Funds Rate in effect on such
day plus 1/2 of 1%. Changes in the rate of interest on that portion of any Loans
maintained as Base Rate Loans will take effect as of the opening of business on
the date of each change in the Alternate Base Rate. The Administrative Agent
will give notice promptly to the Borrower and the Lenders of changes in the
Alternate Base Rate; provided that the failure to give such notice shall not
affect the Alternate Base Rate in effect after such change. If for any reason
the Administrative Agent shall have determined (which determination shall be
conclusive in the absence of manifest error) that it is unable to ascertain the
Federal Funds Rate for any reason, including the inability or failure of the
Administrative Agent to obtain sufficient quotations in accordance with the
terms hereof, the Alternate Base Rate shall be determined without regard to
clause (b) of the first sentence of this definition, until the circumstances
giving rise to such inability no longer exist.

     "Applicable Margin" means, with respect to any Loan, (a) for the period
from the Closing Date until and including the last day of the Fiscal Quarter
ending March 31, 2004, 1.0% for Base Rate Loans and 2.0% for LIBO Rate Loans and
(b) following the last day of the Fiscal Quarter ending March 31,

                                        3
                Winn-Dixie Amended and Restated Credit Agreement

<PAGE>

2004, the applicable percentage set forth below corresponding to the relevant
Average Excess Availability level:

<TABLE>
<CAPTION>
            Required Average Excess
                  Availability            Applicable Margin For    Applicable Margin For
                ($ in millions)              Base Rate Loans          LIBO Rate Loans
     ----------------------------------  -----------------------  -----------------------
     <S>                                  <C>                      <C>
     Greater than or equal to 125                 0.50%                    1.50%
     Greater than or equal to 100 but
           less than 125                          0.75%                    1.75%
     Greater than or equal to 50 but
           less than 100                          1.00%                    2.00%
     Less than 50                                 1.25%                    2.25%
</TABLE>

For purposes of this definition, (a) Average Excess Availability will be
computed for each Fiscal Quarter, commencing with the Fiscal Quarter ending
March 31, 2004, on the last day of each Fiscal Quarter and (b) any failure to
timely deliver such Borrowing Base Certificates pursuant to Section 7.3.1(a)(iv)
shall result in the application of the highest Applicable Margin set forth above
until such certificates are duly delivered. Changes in the Applicable Margin
resulting from a change in the Average Excess Availability level shall become
effective one Business Day after the Inventory Agent notifies the Borrowers and
the Administrative Agent in writing of its determination of a change therein.

     "Arranger" is defined in the preamble.

     "Assignee Lender" is defined in Section 10.11.1.

     "Assignor Lender" is defined in Section 10.11.1.

     "Authorized Officer" means, relative to any Obligor, those of its officers,
general partners or managing members (as applicable) whose signatures and
incumbency shall have been certified to the Administrative Agent, the Lenders
and the Issuer pursuant to Section 5.1.1 or as updated by the Borrowers from
time to time and certified in the manner provided above.

     "Average Excess Availability" means, at any time, the average daily Excess
Availability for the immediately preceding Fiscal Quarter as determined by the
Inventory Agent in good faith.

     "Average Stated Amount" means, on any date and with respect to a particular
Letter of Credit, the average daily maximum amount available to be drawn under
such Letter of Credit.

     "Bahamian Subsidiaries" means each of W-D (Bahamas) Limited, Bahamas
Supermarkets Limited and The City Meat Market Limited.

     "Bank Accounts" means all deposit accounts, investment accounts or
securities accounts in the name of or used by any Borrower or any Guarantor or
any Subsidiary.

     "Base Rate" means, at any time, the rate of interest per annum then most
recently publicly announced by Wachovia Bank at its principal office in
Charlotte, North Carolina as its prime rate for Dollars loaned in the United
States. The parties hereto acknowledge that the Base Rate is an index rate and
is not necessarily intended to be the lowest or best rate of interest charged to
other banks or to customers in connection with extensions of credit.

                                       4
                Winn-Dixie Amended and Restated Credit Agreement

<PAGE>

     "Base Rate Loan" means a Loan bearing interest at a fluctuating rate
determined by reference to the Alternate Base Rate.

     "Blocked Account Agreement" means a blocked account agreement to be duly
executed and delivered by each Majority Account Bank, as account holder, certain
of the Borrowers and their Subsidiaries and the Administrative Agent in
accordance with Sections 5.1.22 and 7.1.10(c), substantially in the form of
Exhibit P hereto or as otherwise approved by the Agents.

     "Borrower" is defined in the preamble.

     "Borrower Closing Date Certificate" means the closing date certificate to
be executed and delivered by an Authorized Officer of each Borrower pursuant to
the terms of this Agreement substantially in the form of Exhibit D hereto.

     "Borrower Pledge Agreement" means the Pledge Agreement executed and
delivered by an Authorized Officer of Winn-Dixie in favor of the Administrative
Agent for the benefit of the Secured Parties, dated as of March 29, 2001,
pursuant to the Existing Credit Agreement, a copy of which is attached hereto as
Exhibit F-1, together with any supplemental Foreign Pledge Agreements delivered
pursuant to the terms of the Existing Credit Agreement or this Agreement, in
each case as amended, supplemented, amended and restated or otherwise modified
from time to time.

     "Borrower Security Agreement" means the Security Agreement executed and
delivered by an Authorized Officer of Winn-Dixie in favor of the Administrative
Agent for the benefit of the Secured Parties, dated as of March 29, 2001,
pursuant to the Existing Credit Agreement, a copy of which is attached hereto as
Exhibit I-1, as amended, supplemented, amended and restated or otherwise
modified from time to time.

     "Borrowing" means the Loans of the same type and, in the case of LIBO Rate
Loans, having the same Interest Period made by all Lenders required to make such
Loans on the same Business Day and pursuant to the same Borrowing Request in
accordance with Section 2.1.

     "Borrowing Base" means, at any time, for the Borrowers collectively, the
amount equal to:

          (a)  the lesser of:

               (i)  the sum of:

                    (A)  the lesser of (1) seventy percent (70%) multiplied by
               the Value of the Eligible Inventory consisting of finished goods
               (other than Perishable Inventory) or (2) eighty-five percent
               (85%) of the Net Recovery Percentage multiplied by the Value of
               the Eligible Inventory consisting of finished goods (other than
               Perishable Inventory); plus

                    (B)  the lesser of (1) seventy percent (70%) multiplied by
               the Value of the Eligible Inventory consisting of finished goods
               that is Perishable Inventory or (2) eighty-five percent (85%) of
               the Net Recovery Percentage multiplied by the Value of the
               Eligible Inventory consisting of finished goods that is
               Perishable Inventory or (3) the lesser of (x) $150,000,000 and
               (y) fifty percent (50%) multiplied by the Revolving Loan
               Commitment Amount as in effect at the time of determination, or

                                       5
                Winn-Dixie Amended and Restated Credit Agreement

<PAGE>

               (ii) the Revolving Loan Commitment Amount

          minus

          (b)  all Reserves.

     The amounts of Eligible Inventory of the Borrowers shall, at the Inventory
Agent's option, be determined based on the lesser of (x) the amount of Inventory
set forth in the general ledgers of the Borrowers or (y) the perpetual inventory
records (by distribution center and, if any, by retail store) maintained by the
Borrowers.

     "Borrowing Base Certificate" is defined in Section 7.3.1(a)(iv).

     "Borrowing Request" means a Loan request and certificate duly executed by
an Authorized Officer of the Administrative Borrower substantially in the form
of Exhibit B-1 hereto.

     "Business Day" means

          (a)  any day which is neither a Saturday or Sunday nor a legal holiday
     on which banks are authorized or required to be closed in New York, New
     York or Charlotte, North Carolina; and

          (b)  relative to the making, continuing, prepaying or repaying of any
     LIBO Rate Loans, any day which is a Business Day described in clause (a)
     above and which is also a day on which dealings in Dollars are carried on
     in the London interbank eurodollar market.

     "Capital Securities" means, with respect to any Person, all shares,
interests, participations or other equivalents (however designated, whether
voting or non-voting) of such Person's capital, whether now outstanding or
issued after the Closing Date.

     "Capitalized Lease Liabilities" means, with respect to any Person, all
monetary obligations of such Person and its Subsidiaries under any leasing or
similar arrangement which have been (or, in accordance with GAAP, should be)
classified as capitalized leases, and for purposes of each Loan Document the
amount of such obligations shall be the capitalized amount thereof, determined
in accordance with GAAP, and the stated maturity thereof shall be the date of
the last payment of rent or any other amount due under such lease prior to the
first date upon which such lease may be terminated by the lessee without payment
of a premium or a penalty.

     "Cash Collateralize" means, with respect to a Letter of Credit, the deposit
of immediately available funds into a cash collateral account maintained with
(or on behalf of) the Administrative Agent on terms satisfactory to the
Administrative Agent in an amount equal to the Stated Amount of such Letter of
Credit and all related fees and other amounts.

     "Cash Equivalent Investment" means, at any time:

          (a)  any direct obligation of (or unconditionally guaranteed by) the
     United States or a state thereof (or any agency or political subdivision
     thereof, to the extent such obligations are supported by the full faith and
     credit of the United States or a state thereof) maturing not more than one
     year after such time;

                                       6
                Winn-Dixie Amended and Restated Credit Agreement

<PAGE>

          (b)  commercial paper maturing not more than 270 days from the date of
     issue, which is issued by

               (i)  a corporation (other than a Subsidiary or an Affiliate of
          any Obligor) organized under the laws of any state of the United
          States or of the District of Columbia and rated A-1 or higher by S&P
          or P-1 or higher by Moody's, or

               (ii) any Lender (or its holding company);

          (c)  any certificate of deposit, time deposit or bankers acceptance,
     maturing not more than one year after its date of issuance, which is issued
     by either

               (i)  any bank organized under the laws of the United States (or
          any state thereof) and which has (x) a credit rating of A2 or higher
          from Moody's or A or higher from S&P and (y) a combined capital and
          surplus greater than $500,000,000, or

               (ii) any Lender;

          (d)  any repurchase agreement having a term of 30 days or less entered
     into with any Lender or any commercial banking institution satisfying the
     criteria set forth in clause (c)(i) which

               (i)  is secured by a fully perfected security interest in any
          obligation of the type described in clause (a), and

               (ii) has a market value at the time such repurchase agreement is
          entered into of not less than 100% of the repurchase obligation of
          such commercial banking institution thereunder; or

          (e)  mutual funds investing only in assets described in clauses (a)
     through (d) of this definition.

         "Casualty Event" means the damage, destruction or condemnation, as the
case may be, of property of any Person or any of its Subsidiaries.

         "CERCLA" means the Comprehensive Environmental Response, Compensation
and Liability Act of 1980, as amended.

         "CERCLIS" means the Comprehensive Environmental Response Compensation
Liability Information System List.

         "Change in Control" means

          (a)  any "person" or "group" (as such terms are used in Rule 13d-5 of
     the Exchange Act, and Sections 13(d) and 14(d) of the Exchange Act) of
     persons (i) becomes, directly or indirectly, in a single transaction or in
     a related series of transactions by way of merger, consolidation, or other
     business combination or otherwise, the "beneficial owner" (as such term is
     used in Rule 13d-3 of the Exchange Act) of more than (A) 35% of the total
     voting power in the aggregate of all classes of Capital Securities of
     Winn-Dixie then outstanding entitled to vote generally in elections of
     directors of Winn-Dixie and (B) the total voting power in the aggregate of
     all classes of Capital Securities of Winn-Dixie held by the Davis Family,
     or (ii) otherwise

                                       7
                Winn-Dixie Amended and Restated Credit Agreement

<PAGE>

     acquires the power to direct or cause the direction of the management or
     policies of Winn-Dixie; provided that the acquisition by members of the
     Davis Family of additional Capital Securities of Winn-Dixie shall not
     constitute a Change in Control hereunder;

          (b)  during any period of 24 consecutive months, individuals who at
     the beginning of such period constituted the Board of Directors of
     Winn-Dixie (together with any new directors whose election to such Board or
     whose nomination for election by the stockholders of Winn-Dixie was
     approved by a vote of 66 2/3% of the directors then still in office who
     were either directors at the beginning of such period or whose election or
     nomination for election was previously so approved) cease for any reason to
     constitute a majority of the Board of Directors of Winn-Dixie then in
     office;

          (c)  Winn-Dixie shall cease to be the holder and owner of 100% of the
     Capital Securities of each other Person who is then a Borrower, subject to
     the lien of the Security Agreements; or

          (d)  the occurrence of any "Change of Control" (or similar term) under
     (and as defined in) any Sub Debt Document or the Senior Unsecured Notes
     Documents.

     "Closing Date" means the date on which all conditions to the effectiveness
of this Agreement are satisfied, but in no event shall such date be later than
October 7, 2003.

     "Code" means the Internal Revenue Code of 1986, and the rules and
regulations thereunder, in each case as amended, reformed or otherwise modified
from time to time.

     "Collateral" means any property purported to be pledged or with respect to
which a Lien is purported to be granted pursuant to any Loan Document to secure
the Obligations.

     "Collateral Access Agreement" means a collateral access agreement to be
duly executed and delivered by certain landlords of the Borrowers and their
Subsidiaries with respect to Winn-Dixie's headquarters in Jacksonville, Florida
and all leased distribution centers and warehouses in accordance with Sections
5.1.16 and 7.1.10(b), substantially in the form of Exhibit G hereto or as
otherwise approved by the Agents.

     "Commitment" means, as the context may require, the Revolving Loan
Commitment, the Letter of Credit Commitment or the Swing Line Loan Commitment.

     "Commitment Amount" means, as the context may require, the Revolving Loan
Commitment Amount, the Letter of Credit Commitment Amount or the Swing Line Loan
Commitment Amount.

     "Commitment Termination Date" means the earliest to occur of

          (a)  October 31, 2003 (if the Closing Date has not occurred on or
     prior to such date);

          (b)  the Stated Maturity Date;

          (c)  the date on which the Revolving Loan Commitment Amount is
     terminated in full or reduced to zero pursuant to the terms of this
     Agreement; and

          (d)  the date on which any Commitment Termination Event occurs.

                                       8
                Winn-Dixie Amended and Restated Credit Agreement

<PAGE>

Upon the occurrence of any event described in the preceding clauses, the
Commitments shall terminate automatically and without any further action.

     "Commitment Termination Event" means

          (a)  the occurrence of any Event of Default described in clauses (a)
     through (d) of Section 8.1.9 with respect to any Borrower; or

          (b)  the occurrence and continuance of any other Event of Default and
     either

               (i)  the declaration of all or any portion of the Loans to be due
          and payable pursuant to Section 8.3, or

               (ii) the giving of notice by the Administrative Agent, acting at
          the direction of the Required Lenders, to the Borrowers that the
          Commitments have been terminated.

     "Compliance Certificate" means a certificate to be duly completed and
executed by an Authorized Officer of Winn-Dixie pursuant to the terms of this
Agreement, substantially in the form of Exhibit E hereto or as otherwise
approved by the Administrative Agent, together with such changes thereto as the
Administrative Agent may from time to time request for the purpose of monitoring
the Borrowers' compliance with the financial covenants contained herein.

     "Confidential Memorandum" means the Confidential Information Memorandum
dated September 2003 for Winn Dixie Stores, Inc. $300,000,000 Senior Secured
Credit Facilities, prepared by the Arranger based upon information supplied by
the Borrowers.

     "Congress" is defined in the preamble.

     "Contingent Liability" means any agreement, undertaking or arrangement by
which any Person guarantees, endorses or otherwise becomes or is contingently
liable upon (by direct or indirect agreement, contingent or otherwise, to
provide funds for payment, to supply funds to, or otherwise to invest in, a
debtor, or otherwise to assure a creditor against loss) the Indebtedness of any
other Person (other than by endorsements of instruments in the course of
collection), or guarantees the payment of dividends or other distributions upon
the Capital Securities of any other Person. The amount of any Person's
obligation under any Contingent Liability shall (subject to any limitation set
forth therein) be deemed to be the outstanding principal amount of the debt,
obligation or other liability guaranteed thereby.

     "Continuation/Conversion Notice" means a notice of continuation or
conversion and certificate to be duly executed by an Authorized Officer of a
Borrower, substantially in the form of Exhibit C hereto.

     "Controlled Group" means all members of a controlled group of corporations
and all members of a controlled group of trades or businesses (whether or not
incorporated) under common control which, together with Winn-Dixie, are treated
as a single employer under Section 414(b) or 414(c) of the Code or Section 4001
of ERISA.

     "Copyright Security Agreement" means any Copyright Security Agreement
executed and delivered by any Obligor in substantially the form of Exhibit C to
any Security Agreement pursuant to the terms of the Existing Credit Agreement,
this Agreement or such Security Agreement, as amended, supplemented, amended and
restated or otherwise modified from time to time.

                                       9
                Winn-Dixie Amended and Restated Credit Agreement

<PAGE>

     "Credit Extension" means, as the context may require,

          (a) the making of a Loan by a Lender; or

          (b) the issuance of any Letter of Credit, or the extension of any
     Stated Expiry Date of any existing Letter of Credit, by an Issuer.

     "Davis Family" means the Persons included in the joint Schedule 13(G)
filing filed with the Securities and Exchange Commission on February 12, 1999,
and all current or future heirs, successors and Affiliates to such Persons and
all trusts or other entities established or maintained, or to be established or
maintained, for the benefit of such Persons and their heirs, successors and
Affiliates.

     "Declining Lender" is defined in Section 2.8.

     "Default" means any Event of Default or any condition, occurrence or event
which, after notice or lapse of time or both, would constitute an Event of
Default.

     "Defaulting Lender" is defined in Section 4.10.

     "Designated Officer" means each individual and type of officer listed on
Schedule VII hereto, as it may be amended, supplemented, amended and restated or
otherwise modified from time to time by a Borrower with the written consent of
the Administrative Agent.

     "Designated Permitted Liens" means any Lien permitted pursuant to clauses
(a), (c) and (f) through (k) of Section 7.2.3.

     "Direction Banks" means Harris Trust and Savings Bank, U.S. Bank National
Association, Bank One, NA, Compass Bank, Hibernia National Bank, Hancock Bank of
Louisiana, Regions Financial Corp. and Branch Banking & Trust.

     "Direction Letter" means a direction letter in substantially the form of
Exhibit R hereto to be duly executed and delivered to each Direction Bank.

     "Disbursement" is defined in Section 2.6.2.

     "Disbursement Date" is defined in Section 2.6.2.

     "Disclosure Schedule" means the Disclosure Schedule attached hereto as
Schedule I, as it may be amended, supplemented, amended and restated or
otherwise modified from time to time by the Borrowers with the written consent
of the Required Lenders.

     "Disposition" (or similar words such as "Dispose") means any sale,
transfer, lease, contribution or other conveyance (including by way of merger)
of, or the granting of options, warrants or other rights to, any of the
Borrowers' or their Subsidiaries' assets (including accounts receivable and
Capital Securities of Subsidiaries) to any other Person (other than to another
Obligor) in a single transaction or series of related transactions.

     "Documentation Agent" is defined in the preamble.

     "Dollar" and the sign "$" mean lawful money of the United States.

                                       10
                Winn-Dixie Amended and Restated Credit Agreement

<PAGE>

     "Domestic Office" means the office of a Lender designated as its "Domestic
Office" on Schedule II hereto or in a Lender Assignment Agreement, or such other
office within the United States as may be designated from time to time by notice
from such Lender to the Administrative Agent and the Borrowers.

     "EBITDA" means, with respect to Winn-Dixie and its Subsidiaries on a
consolidated basis, for any applicable period, the sum of

          (a) Net Income for such period, plus

          (b) to the extent deducted in determining Net Income, the sum of (i)
     amounts attributable to amortization, (ii) income tax expense, (iii)
     Interest Expense and (iv) depreciation of assets.

     "Eligible Assignee" means each Lender, any Affiliate of a Lender, any
commercial bank or other financial institution, any fund that invests in loans
(and any Related Fund) and any other Person approved in writing (which approval
shall not be unreasonably withheld) by the Administrative Agent with (so long as
no Default has occurred and is continuing) the consent of the Borrowers (not to
be unreasonably withheld or delayed).

     "Eligible Inventory" means Inventory owned by any Borrower consisting of
finished goods held for resale in the ordinary course of the business of such
Borrower, in each case which are acceptable to the Inventory Agent based on the
criteria set forth below. In general, Eligible Inventory shall not include (a)
raw materials and work-in-process; (b) components which are not part of finished
goods; (c) spare parts for equipment; (d) packaging and shipping materials; (e)
supplies used or consumed in such Borrower's business; (f) Inventory at premises
other than those owned and controlled by any Borrower; provided that (i) as to
distribution centers or warehouses which are leased by a Borrower, if the Agents
shall have received a Collateral Access Agreement from the owner and lessor with
respect to such distribution center or warehouse, duly authorized, executed and
delivered by such owner and lessor (or the Inventory Agent shall determine to
accept a Collateral Access Agreement that does not include all required
provisions or provisions in the form otherwise required by the Inventory Agent),
the Inventory Agent shall not exclude Inventory contained in such distribution
center or warehouse from Eligible Inventory by reason of this clause (f), (ii)
as to Inventory at distribution centers or warehouses which are leased by a
Borrower or owned and operated by a third Person, if the Agents shall not have
received a Collateral Access Agreement from the owner and lessor or operator
with respect to such location, duly authorized, executed and delivered by such
lessor or owner and operator (or the Inventory Agent shall have received a
Collateral Access Agreement that does not include all required provisions or
provisions in the form otherwise required by the Inventory Agent), the Inventory
Agent shall not exclude such Inventory from Eligible Inventory by reason of this
clause (f) and may, at its option, establish such Reserves in an amount equal to
ninety (90) days rent for such premises as the Inventory Agent shall determine,
provided that in addition, if required by the Inventory Agent, in order for such
Inventory at locations owned and operated by a third person to be Eligible
Inventory, the Inventory Agent shall have received: (A) UCC financing statements
between the owner and operator, as consignee or bailee and such Borrower, as
consignor or bailor, in form and substance satisfactory to the Inventory Agent,
which are duly assigned to the Inventory Agent and (B) a written notice to any
lender to the owner and operator of the first priority security interest in such
Inventory of an Agent, and (iii) as to retail stores which are leased by a
Borrower, the Inventory Agent shall not exclude Inventory contained in such
retail stores from Eligible Inventory by reason of this clause f; (g) Inventory
subject to a security interest or lien in favor of any Person other than an
Agent except those permitted in this Agreement that are subject to an
intercreditor agreement in form and substance satisfactory to the Inventory
Agent between the holder of such security interest or lien and the
Administrative Agent; (h) bill and hold goods; (i) unserviceable,

                                       11
                Winn-Dixie Amended and Restated Credit Agreement

<PAGE>

obsolete or slow moving Inventory; (j) Inventory which is not subject to the
first priority, valid and perfected security interest of an Agent; (k) returned,
damaged and/or defective Inventory; (l) Inventory purchased or sold on
consignment, (m) pharmaceuticals, tobacco and alcohol which such Borrower is not
duly licensed to sell or with respect to which such Borrower is not complying
with any duly issued license, (n) Inventory located in manufacturing facilities
and (o) Inventory located outside the United States of America. The criteria for
Eligible Inventory set forth above may only be changed and any new criteria for
Eligible Inventory may only be established by the Inventory Agent in good faith
based on either: (i) an event, condition or other circumstance arising after the
date hereof, or (ii) an event, condition or other circumstance existing on the
date hereof to the extent the Inventory Agent has no written notice thereof from
a Borrower prior to the date hereof, in either case under clause (i) or (ii)
which adversely affects or could reasonably be expected to adversely affect the
Inventory in the good faith determination of the Inventory Agent. Any Inventory
which is not Eligible Inventory shall nevertheless be part of the Collateral.

     "Environmental Laws" means all applicable federal, state or local statutes,
laws, ordinances, codes, rules, regulations and guidelines (including consent
decrees and administrative orders) relating to public health and safety and
protection of the environment.

     "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended, and any successor statute thereto of similar import, together with the
regulations thereunder, in each case as in effect from time to time. References
to Sections of ERISA also refer to any successor Sections thereto.

     "Event of Default" is defined in Section 8.1.

     "Excess Availability" means, at any time, for all the Borrowers
collectively, the amount, as determined by the Inventory Agent, equal to: (a)
the Borrowing Base after giving effect to any Reserves other than any Reserves
in respect of Letter of Credit Outstandings minus (b) the sum of: (i) the amount
of all then outstanding and unpaid Obligations (but not including for this
purpose Obligations of any Borrower arising pursuant to any guarantees in favor
of an Agent and Lenders of the Obligations of the other Borrowers or any Letter
of Credit Outstandings), plus (ii) the amount of all Reserves then established
in respect of Letter of Credit Outstandings.

     "Exchange Act" means the Securities Exchange Act of 1934, as amended.

     "Exemption Certificate" is defined in clause (e) of Section 4.6.

     "Existing Borrower" is defined in the first recital.

     "Existing Credit Agreement" is defined in the first recital.

     "Existing Lenders" is defined in the first recital.

     "Existing Letters of Credit" is defined in the first recital.

     "Existing Loans" is defined in the first recital.

     "Existing Other Letters of Credit" means the letters of credit issued by
issuers other than Wachovia Bank (or its predecessors) for the account of the
Borrowers prior to the Closing Date, as listed on Schedule VIII hereto.

     "Existing Revolving Loans" is defined in the first recital.

                                       12
                Winn-Dixie Amended and Restated Credit Agreement

<PAGE>

     "Existing Swing Line Loans" is defined in the first recital.

     "Existing Term Loans" is defined in the first recital.

     "Extending Lender" is defined in Section 2.8.

     "Federal Funds Rate" means, for any period, a fluctuating interest rate per
annum equal for each day during such period to

          (a) the weighted average of the rates on overnight federal funds
     transactions with members of the Federal Reserve System arranged by federal
     funds brokers, as published for such day (or, if such day is not a Business
     Day, for the next preceding Business Day) by the Federal Reserve Bank of
     New York; or

          (b) if such rate is not so published for any day which is a Business
     Day, the average of the quotations for such day on such transactions
     received by Wachovia Bank from three federal funds brokers in the national
     federal funds market of recognized standing selected by it.

         "Filing Statements" is defined in Section 5.1.8.

     "Fiscal Quarter" means each fiscal quarter of Winn-Dixie and its
Subsidiaries as set forth on Schedule IV hereto (as such Schedule IV shall be
supplemented to include any fiscal quarters of Winn-Dixie and its Subsidiaries
occurring after the 2007 Fiscal Year upon the request of the Administrative
Agent).

     "Fiscal Year" means, for the period commencing on June 28, 2000 through the
2007 Fiscal Year, each fiscal year of Winn-Dixie and its Subsidiaries as set
forth on Schedule V hereto (as such Schedule V shall be supplemented to include
any fiscal years of Winn-Dixie and its Subsidiaries occurring after the 2007
Fiscal Year upon the request of the Administrative Agent); reference to a Fiscal
Year with a number corresponding to any calendar year (e.g., the "2001 Fiscal
Year") refers to the Fiscal Year ending in June of such calendar year.

     "Foreign Pledge Agreement" means any supplemental pledge agreement governed
by the laws of a jurisdiction other than the United States or a state (or the
District of Columbia) thereof executed and delivered by Winn-Dixie or any of its
Material Subsidiaries pursuant to the terms of the Existing Credit Agreement or
this Agreement, in form and substance satisfactory to the Administrative Agent,
as may be necessary or desirable under the laws of organization or incorporation
of a Material Subsidiary to further protect or perfect the Lien on and security
interest in any Collateral (as defined in a Pledge Agreement).

     "Foreign Subsidiary" means any Subsidiary that is not a U.S. Subsidiary.

     "Fronting Fee" is defined in Section 3.3.3.

     "F.R.S. Board" means the Board of Governors of the Federal Reserve System
or any successor thereto.

     "GAAP" is defined in Section 1.4.

     "Governmental Authority" means the government of the United States, any
other nation or any political subdivision of any thereof, whether state or
local, and any agency, authority, instrumentality,

                                       13
                Winn-Dixie Amended and Restated Credit Agreement

<PAGE>

regulatory body, court, central bank or other Person exercising executive,
legislative, judicial, taxing, regulatory or administrative powers or functions
of or pertaining to government.

     "Guarantor" means each Subsidiary that has executed and delivered to the
Administrative Agent a Subsidiary Guaranty and each other Obligor that has
executed and delivered a guaranty to the Administrative Agent with respect to
the Obligations, which shall in any event include all Material Subsidiaries.

     "Hazardous Material" means

          (a) any "hazardous substance", as defined by CERCLA;

          (b) any "hazardous waste", as defined by the Resource Conservation and
     Recovery Act, as amended; or

          (c) any pollutant or contaminant or hazardous, dangerous or toxic
     chemical, material or substance (including any petroleum product) within
     the meaning of any other applicable federal, state or local law,
     regulation, ordinance or requirement (including consent decrees and
     administrative orders) relating to or imposing liability or standards of
     conduct concerning any hazardous, toxic or dangerous waste, substance or
     material, all as amended.

     "Hedging Obligations" means, with respect to any Person, all liabilities of
such Person under currency exchange agreements, interest rate swap agreements,
interest rate cap agreements and interest rate collar agreements, and all other
agreements or arrangements designed to protect such Person against fluctuations
in interest rates or currency exchange rates.

     "herein", "hereof", "hereto", "hereunder" and similar terms contained in
any Loan Document refer to such Loan Document as a whole and not to any
particular Section, paragraph or provision of such Loan Document.

     "Impermissible Qualification" means any qualification or exception to the
opinion or certification of any independent public accountant as to any
financial statement of the Borrower

          (a) which is of a "going concern" or similar nature;

          (b) which relates to the limited scope of examination of matters
     relevant to such financial statement; or

          (c) which relates to the treatment or classification of any item in
     such financial statement and which, as a condition to its removal, would
     require an adjustment to such item the effect of which would be to cause
     the Borrower to be in Default.

     "In Store Cash" means cash on hand held in retail stores, including,
without limitation, in registers, vaults and automatic teller machines.

     "including" and "include" means including without limiting the generality
of any description preceding such term, and, for purposes of each Loan Document,
the parties hereto agree that the rule of ejusdem generis shall not be
applicable to limit a general statement, which is followed by or referable to an
enumeration of specific matters, to matters similar to the matters specifically
mentioned.

                                       14
                Winn-Dixie Amended and Restated Credit Agreement

<PAGE>

     "Indebtedness" of any Person means:

          (a) all obligations of such Person for borrowed money or advances and
     all obligations of such Person evidenced by bonds, debentures, notes or
     similar instruments;

          (b) all obligations, contingent or otherwise, relative to the face
     amount of all letters of credit, whether or not drawn, and banker's
     acceptances issued for the account of such Person;

          (c) all Capitalized Lease Liabilities of such Person;

          (d) for purposes of Section 8.1.5 only, all other items which, in
     accordance with GAAP, would be included as liabilities on the balance sheet
     of such Person as of the date at which Indebtedness is to be determined;

          (e) net Hedging Obligations of such Person;

          (f) whether or not so included as liabilities in accordance with GAAP,
     all obligations of such Person to pay the deferred purchase price of
     property or services (excluding trade accounts payable in the ordinary
     course of business which are not overdue for a period of more than 60 days
     or, if overdue for more than 60 days, as to which a dispute exists and
     appropriate reserves in conformity with GAAP have been established on the
     books of such Person), and indebtedness secured by (or for which the holder
     of such indebtedness has an existing right, contingent or otherwise, to be
     secured by) a Lien on property owned or being acquired by such Person
     (including indebtedness arising under conditional sales or other title
     retention agreements), whether or not such indebtedness shall have been
     assumed by such Person or is limited in recourse;

          (g) obligations arising under Synthetic Leases;

          (h) all obligations evidenced by preferred stock (or other Capital
     Securities convertible into preferred stock) which pursuant to its terms
     could (at the request of the holders thereof or otherwise) be subject to
     mandatory sinking fund payments, redemption or other acceleration rights;
     and

          (i) all Contingent Liabilities of such Person in respect of any of the
     foregoing.

The Indebtedness of any Person shall include the Indebtedness of any other
Person (including any partnership in which such Person is a general partner) to
the extent such Person is liable therefor as a result of such Person's ownership
interest in or other relationship with such Person, except to the extent the
terms of such Indebtedness provide that such Person is not liable therefor.

     "Indemnified Liabilities" is defined in Section 10.4.

     "Indemnified Parties" is defined in Section 10.4.

     "Interco Subordination Agreement" means the Subordination Agreement,
executed and delivered by various Obligors dated as of March 29, 2001, pursuant
to the Existing Credit Agreement, a copy of which is attached hereto as Exhibit
K, as amended, supplemented, amended and restated or otherwise modified from
time to time.

                                       15
                Winn-Dixie Amended and Restated Credit Agreement

<PAGE>

     "Interest Expense" means, for any applicable period, without duplication,
the aggregate interest expense accrued or paid (without prior accrual), net of
interest income received, during such period by the Borrowers and their
Subsidiaries for such applicable period, including the portion of any payments
made in respect of Capitalized Lease Liabilities allocable to interest expense.

     "Interest Period" means, relative to any LIBO Rate Loan, the period
beginning on (and including) the date on which such LIBO Rate Loan is made or
continued as, or converted into, a LIBO Rate Loan pursuant to Section 2.3 or 2.4
and ending on (but excluding) the day which numerically corresponds to such date
one, two, three or six months thereafter (or, if such month has no numerically
corresponding day, on the last Business Day of such month), as the Borrowers may
select in their relevant notices pursuant to Section 2.3 or 2.4; provided,
however, that

          (a) the Borrowers shall not be permitted to select Interest Periods to
     be in effect at any one time which have expiration dates occurring on more
     than six different dates;

          (b) if such Interest Period would otherwise end on a day which is not
     a Business Day, such Interest Period shall end on the next following
     Business Day (unless such next following Business Day is the first Business
     Day of a calendar month, in which case such Interest Period shall end on
     the Business Day next preceding such numerically corresponding day); and

          (c) no Interest Period for any Loan may end later than the Stated
     Maturity Date for such Loan.

     "Inventory" means, as to each Borrower and Guarantor, all of such
Borrower's and Guarantor's now owned and hereafter existing or acquired goods,
wherever located, which (a) are leased by such Borrower or Guarantor as lessor;
(b) are held by such Borrower for sale or lease or to be furnished under a
contract of service; (c) are furnished by such Borrower or Guarantor under a
contract of service; or (d) consist of raw materials, work in process, finished
goods or materials used or consumed in its business.

     "Inventory Agent" is defined in the preamble.

     "Investment" means, relative to any Person,

          (a) any loan, advance or extension of credit made by, or payment under
     any Contingent Liability entered into by, such Person to or for the benefit
     of any other Person, including the purchase by such Person of any bonds,
     notes, debentures or other debt securities of any other Person; and

          (b) any Capital Securities held by such Person in any other Person.

The amount of any Investment shall be the original principal or capital amount
thereof less all returns of principal or equity thereon and shall, if made by
the transfer or exchange of property other than cash, be deemed to have been
made in an original principal or capital amount equal to the fair market value
of such property at the time of such Investment.

     "ISP Rules" is defined in Section 10.9.

     "Issuance Request" means a Letter of Credit request and certificate to be
duly executed by an Authorized Officer of a Borrower pursuant to the terms of
the Agreement, substantially in the form of Exhibit B-2 hereto.

                                       16
                Winn-Dixie Amended and Restated Credit Agreement

<PAGE>

         "Issuer" means Wachovia Bank in its capacity as Issuer of the Letters
of Credit. At the request of Wachovia Bank and with the Borrower's consent (not
to be unreasonably withheld), another Lender or an Affiliate of Wachovia Bank
may issue one or more Letters of Credit hereunder and thereby also become an
"Issuer" hereunder.

         "Lender Assignment Agreement" means an assignment agreement
substantially in the form of Exhibit L hereto.

         "Lenders" is defined in the preamble, and includes any Person that
becomes a Lender pursuant to Section 10.11.1.

         "Lender's Environmental Liability" means any and all losses,
liabilities, obligations, penalties, claims, litigation, demands, defenses,
costs, judgments, suits, proceedings, damages (including consequential damages),
disbursements or expenses of any kind or nature whatsoever (including reasonable
attorneys' fees at trial and appellate levels and experts' fees and
disbursements and expenses incurred in investigating, defending against or
prosecuting any litigation, claim or proceeding) which may at any time be
imposed upon, incurred by or asserted or awarded against the Administrative
Agent, any Lender or the Issuer or any of such Person's Affiliates,
shareholders, directors, officers, employees, and agents in connection with or
arising from:

               (a)  any Hazardous Material on, in, under or affecting all or any
         portion of any property of the Borrowers or any of their Subsidiaries,
         the groundwater thereunder, or any surrounding areas thereof to the
         extent caused by Releases from the Borrowers' or any of their
         Subsidiaries' or any of their respective predecessors' properties;

               (b)  any misrepresentation, inaccuracy or breach of any warranty,
         contained or referred to in Section 6.12;

               (c)  any violation or claim of violation by the Borrowers or any
         of their Subsidiaries of any Environmental Laws; or

               (d)  the imposition of any lien for damages caused by or the
         recovery of any costs for the cleanup, release or threatened release of
         Hazardous Material by the Borrowers or any of their Subsidiaries, or in
         connection with any property owned or formerly owned or leased or
         operated by the Borrower or any of its Subsidiaries.

         "Letter of Credit" is defined in Section 2.1.2.

         "Letter of Credit Commitment" means, with respect to the Issuer, such
Issuer's obligation to issue Letters of Credit pursuant to Section 2.1.2 and,
with respect to each Lender, the obligations of each such Lender to participate
in such Letters of Credit pursuant to Section 2.6.1.

         "Letter of Credit Commitment Amount" means, on any date, a maximum
amount of $150,000,000, as such amount may be permanently reduced from time to
time pursuant to Section 2.2.

         "Letter of Credit Outstandings" means, on any date, an amount equal to
the sum of (a) the then aggregate amount which is undrawn and available under
all issued and outstanding Letters of Credit, and (b) the then aggregate amount
of all unpaid and outstanding Reimbursement Obligations.

         "LIBO Rate" means, with respect to each day during each Interest Period
pertaining to a LIBO Rate Loan, the rate per annum determined by the
Administrative Agent (rounded upward to the nearest

                                       17
                Winn-Dixie Amended and Restated Credit Agreement

<PAGE>

1/16th of 1%) of the offered rates for deposits in Dollars with a term
comparable to such Interest Period that appears on the Telerate British Bankers
Assoc. Interest Settlement Rates Page (as defined below) at approximately 11:00
A.M., London time, on the second full Business Day preceding the first day of
such Interest Period; provided, however, that if there shall at any time no
longer exist a Telerate British Bankers Assoc. Interest Settlement Rates Page or
such rate is for any reason not available thereon, "LIBO Rate" shall mean, with
respect to each day during each Interest Period pertaining to a LIBO Rate Loan,
either (a) the rate per annum determined by the Administrative Agent (rounded
upward to the nearest 1/16th of 1%) appearing on Reuters Screen LIBO Page (or,
if more than one rate appears on such screen, the arithmetic mean for all such
rates rounded upward to the nearest 1/16th of 1%) as the London interbank
offered rate for deposits in Dollars at approximately 11:00 A.M., London time,
on the second full Business Day preceding the first day of such Interest Period
or (b) if such rate is for any reason not available, the rate per annum equal to
the rate at which the Administrative Agent or its designee is offered Dollar
deposits at or about 11:00 A.M., London time, two Business Days prior to the
beginning of such Interest Period in the interbank eurodollar market where the
eurodollar and foreign currency and exchange operations in respect of its LIBO
Rate Loans are then being conducted for settlement in immediately available
funds, for delivery on the first day of such Interest Period for the number of
days comprised therein and in an amount comparable to the amount of its LIBO
Rate Loan to be outstanding during such Interest Period. "Telerate British
Bankers Assoc. Interest Settlement Rates Page" shall mean the display designated
as Page 3750 or 3740 on the Telerate System Incorporated Service (or such other
page as may replace such page on such service for the purpose of displaying the
rates which Dollar deposits are offered by leading banks in the London interbank
deposit market).

         "LIBO Rate Loan" means a Loan bearing interest, at all times during an
Interest Period applicable to such Loan, at a rate of interest determined by
reference to the LIBO Rate (Reserve Adjusted).

         "LIBO Rate (Reserve Adjusted)" means, relative to any Loan to be made,
continued or maintained as, or converted into, a LIBO Rate Loan for any Interest
Period, a rate per annum (rounded upwards, if necessary, to the nearest 1/16 of
1%) determined pursuant to the following formula:

         LIBO Rate           =             LIBO Rate
                                ------------------------------
         (Reserve Adjusted)       1.00 -  Reserve Percentage

The LIBO Rate (Reserve Adjusted) for any Interest Period for LIBO Rate Loans
will be determined by the Administrative Agent on the basis of the LIBOR Reserve
Percentage in effect two Business Days before the first day of such Interest
Period.

         "LIBOR Office" means the office of a Lender designated as its "LIBOR
Office" on Schedule II hereto or in a Lender Assignment Agreement, or such other
office designated from time to time by notice from such Lender to the Borrowers
and the Administrative Agent, whether or not outside the United States, which
shall be making or maintaining the LIBO Rate Loans of such Lender.

         "LIBOR Reserve Percentage" means, relative to any Interest Period for
LIBO Rate Loans, the reserve percentage (expressed as a decimal) equal to the
maximum aggregate reserve requirements (including all basic, emergency,
supplemental, marginal and other reserves and taking into account any
transitional adjustments or other scheduled changes in reserve requirements)
specified under regulations issued from time to time by the F.R.S. Board and
then applicable to assets or liabilities consisting of or including
"Eurocurrency Liabilities", as currently defined in Regulation D of the F.R.S.
Board, having a term approximately equal or comparable to such Interest Period.

         "Lien" means any security interest, mortgage, pledge, hypothecation,
assignment, deposit arrangement, encumbrance, lien (statutory or otherwise),
charge against or interest in property, or other

                                       18
                Winn-Dixie Amended and Restated Credit Agreement

<PAGE>

priority or preferential arrangement of any kind or nature whatsoever, to secure
payment of a debt or performance of an obligation.

         "Loan Documents" means, collectively, this Agreement, the Notes, the
Letters of Credit, each Rate Protection Agreement, the Proposal Letter, the
Subsidiary Guaranty, the Subsidiary Guaranty Reaffirmation, each Collateral
Access Agreement, each agreement pursuant to which the Administrative Agent is
granted a Lien to secure the Obligations (including the Pledge Agreements, the
Security Agreements, each Mortgage and each Mortgage Amendment), and each other
agreement, certificate, document or instrument delivered in connection with any
Loan Document, whether or not specifically mentioned herein or therein, in each
case as amended, supplemented, amended and restated or otherwise modified from
time to time.

         "Loans" means, as the context may require, a Revolving Loan or a Swing
Line Loan of any type.

         "Majority Accounts" means those Bank Accounts listed in Item 6.25 of
the Disclosure Schedule.

         "Majority Account Bank" means each bank or financial institution which
is a holder of a Majority Account or that enters into a Blocked Account
Agreement in favor of the Administrative Agent.

         "Material Adverse Effect" means a material adverse effect on (a) the
business, assets, revenues, financial condition, operations or prospects of
Winn-Dixie and its Subsidiaries taken as a whole, (b) the rights and remedies of
any Secured Party under this Agreement or any Security Document or (c) the
ability of any Obligor to perform its Obligations under any Loan Document.

         "Material Contracts" means all contracts to which Winn-Dixie or any of
its Subsidiaries is a party and which have been disclosed in Winn-Dixie's public
filings as material contracts.

         "Material Subsidiary" means each U.S. Subsidiary now existing or
hereafter acquired or formed, and each successor thereto, which (a) accounts for
more than five (5%) percent of (i) the consolidated gross revenues of Winn-Dixie
and its Subsidiaries, (ii) Net Income, or (iii) the consolidated assets of
Winn-Dixie and its Subsidiaries, or (b) together with all other U.S.
Subsidiaries not otherwise deemed a "Material Subsidiary" hereunder, accounts
for more than ten (10%) percent of such consolidated gross revenues, Net Income
or consolidated assets described in clause (a) hereof, in each case, as of the
last day of the most recently completed Fiscal Quarter with respect to which,
pursuant to clause (a) or (b) of Section 7.1.1, financial statements have been,
or are required to have been, delivered by Winn-Dixie, and in any event includes
all of the Subsidiaries listed in Item 6.8(b) of the Disclosure Schedule.

         "Moody's" means Moody's Investors Service, Inc.

         "Mortgage" means each mortgage, deed of trust or agreement executed and
delivered by any Obligor in favor of the Administrative Agent for the benefit of
the Secured Parties pursuant to the requirements of the Existing Credit
Agreement for each Property, or pursuant to this Agreement, in substantially the
form of Exhibit J-1 or Exhibit J-2 hereto, as applicable, or in form
satisfactory to the Administrative Agent, under which a Lien is granted on the
Real Property and fixtures described therein, in each case as amended,
supplemented, amended and restated or otherwise modified from time to time
(including, without limitation, as amended by the Mortgage Amendment).

         "Mortgage Amendment" is defined in Section 5.1.15.

                                       19
                Winn-Dixie Amended and Restated Credit Agreement

<PAGE>

         "Net Disposition Proceeds" means, with respect to a Permitted
Disposition (other than a Permitted Disposition under clause (c) of Section
7.2.11) of the assets of any Borrower or any of their Subsidiaries, the excess
of

               (a)  the gross cash proceeds received by any Borrower or any of
         their Subsidiaries from any Permitted Disposition, less

               (b)  the sum of

                      (i)   all reasonable and customary underwriting
               commissions and legal, investment banking, brokerage and
               accounting and other professional fees, sales commissions,
               payments required to be made in connection with such Permitted
               Disposition under any lease or other contractual obligation
               permitted under this Agreement and other out-of-pocket expenses
               and disbursements (including but not limited to closing costs)
               actually incurred in connection with such Permitted Disposition
               which have not been paid to Affiliates or Subsidiaries of the
               Borrowers; and

                      (ii)  all Taxes actually paid, assessed or estimated by
               the Borrowers (in good faith) to be payable in connection with
               such Permitted Disposition;

         provided, however, that if, after the payment of all Taxes with respect
to such Permitted Disposition, the amount of estimated or assessed Taxes, if
any, pursuant to clause (b)(ii) above exceeded the Taxes actually paid in cash
in respect of such Permitted Disposition, the aggregate amount of such excess
shall be immediately payable, pursuant to clause (b) of Section 3.1.1, as Net
Disposition Proceeds.

         "Net Income" means, for any period, the aggregate of all amounts
(exclusive of all amounts in respect of any extraordinary gains but including
extraordinary losses) which would be included as net income on the consolidated
financial statements of Winn-Dixie and its Subsidiaries for such period.

         "Net Recovery Percentage" means the fraction, expressed as a
percentage, (a) the numerator of which is the amount equal to the amount of the
recovery in respect of the Inventory of the Borrowers at such time on a "going
out of business sale" basis as set forth in the most recent acceptable appraisal
of Inventory received by the Inventory Agent in accordance with Section 7.3.2,
net of operating expenses, liquidation expenses and commissions, and (b) the
denominator of which is the applicable original cost of the aggregate amount of
the Eligible Inventory subject to such appraisal.

         "Non-Excluded Taxes" means any Taxes in respect of any Loan Document or
the accrual or payment of any amounts or income thereunder, or any Secured
Party's execution, delivery or performance of its obligations thereunder, other
than net income and franchise Taxes, imposed with respect to any Secured Party
(a) under the laws under which such Secured Party is organized or in which it
maintains its applicable lending office or (b) as a result of a connection
between such Secured Party and the relevant taxing jurisdiction other than
solely by reason of such Lender's having executed, delivered or performed its
obligations, or having earned or received interest, any other payment or any
income, under any Loans or any of the Loan Documents.

         "Non-U.S. Lender" means any Lender that is not a "United States
person", as defined under Section 7701(a)(30) of the Code.

         "Note" means, as the context may require, a Revolving Note or a Swing
Line Note.

                                       20
                Winn-Dixie Amended and Restated Credit Agreement

<PAGE>

         "Obligations" means all obligations (monetary or otherwise, whether
absolute or contingent, matured or unmatured) of each Borrower and each other
Obligor arising under or in connection with a Loan Document, including the
principal of and premium, if any, and interest (including interest accruing
during, or which would have accrued but for, the pendency of any proceeding of
the type described in Section 8.1.9, whether or not allowed in such proceeding)
on the Loans and all Reimbursement Obligations.

         "Obligor" means, as the context may require, each Borrower and each
other Person (other than a Secured Party) obligated under any Loan Document.

         "Organic Document" means, relative to any Obligor, as applicable, its
certificate of incorporation, by-laws, certificate of partnership, partnership
agreement, certificate of formation, limited liability agreement, operating
agreement and all shareholder agreements, voting trusts and similar arrangements
applicable to any of such Obligor's partnership interests, limited liability
company interests or authorized shares of Capital Securities.

         "Original Closing Date" means the date of the initial Credit Extension
under the Existing Credit Agreement.

         "Original Effective Date" is defined in the first recital.

         "Other Taxes" means any and all stamp, documentary or similar Taxes, or
any other excise or property Taxes or similar levies that arise on account of
any payment made or required to be made under any Loan Document or from the
execution, delivery, registration, recording or enforcement of any Loan
Document.

         "Participant" is defined in Section 10.11.2.

         "Patent Security Agreement" means any Patent Security Agreement
executed and delivered by any Obligor in substantially the form of Exhibit A to
any Security Agreement pursuant to the terms of the Existing Credit Agreement,
this Agreement or such Security Agreement, as amended, supplemented, amended and
restated or otherwise modified from time to time.

         "PBGC" means the Pension Benefit Guaranty Corporation and any Person
succeeding to any or all of its functions under ERISA.

         "Pension Plan" means a "pension plan", as such term is defined in
Section 3(2) of ERISA, which is subject to Title IV of ERISA (other than a
multiemployer plan as defined in Section 4001(a)(3) of ERISA), and to which
Winn-Dixie or any corporation, trade or business that is, along with such
Borrower, a member of a Controlled Group, may have liability, including any
liability by reason of having been a substantial employer within the meaning of
Section 4063 of ERISA at any time during the preceding five years, or by reason
of being deemed to be a contributing sponsor under Section 4069 of ERISA.

         "Percentage" means the applicable percentage set forth opposite each
Lender's name on Schedule II hereto under the Revolving Loan Commitment column
or set forth in a Lender Assignment Agreement under the Revolving Loan
Commitment column, as such percentage may be adjusted from time to time pursuant
to Lender Assignment Agreements executed by such Lender and its Assignee Lender
and delivered pursuant to Section 10.11.1. A Lender shall not have any Revolving
Loan Commitment if its percentage under the Revolving Loan Commitment column is
zero.

                                       21
                Winn-Dixie Amended and Restated Credit Agreement

<PAGE>

         "Perfection Certificate" means the Perfection Certificate to be
executed and delivered by an Authorized Officer of each Obligor that is a party
to a Security Agreement pursuant to the terms of this Agreement, substantially
in the form of Exhibit N hereto, as amended, supplemented, amended and restated
or otherwise modified from time to time.

         "Perishable Inventory" means Inventory included in the following
categories as reported by the Borrowers consistent with past practice: bakeries,
produce, floral, dairy, fresh seafood, meat and deli.

         "Permitted Acquisition" means an acquisition (whether pursuant to an
acquisition of Capital Securities, assets or otherwise) by any Borrower or any
Subsidiary from any Person of a business in which the following conditions are
satisfied:

               (a)  immediately before and after giving effect to such
         acquisition, no Default shall have occurred and be continuing or would
         result therefrom (including under Sections 7.2.1 and 7.2.4);

               (b)  Winn-Dixie shall have delivered to the Agents (i) a
         Compliance Certificate for the period of four full Fiscal Quarters
         immediately preceding such acquisition giving pro forma effect to the
         consummation of such acquisition and any Borrowings necessary in
         connection therewith and evidencing compliance with the covenants set
         forth in Section 7.2.4; (ii) the most recent annual and interim
         financial statements for the Person being acquired and related
         statements of income and cash flows showing positive cash flows for the
         preceding fiscal year of such Person, (iii) detailed forecasts of cash
         flows for the Person being acquired forecasting positive future cash
         flows and (iv) new detailed projections for Winn-Dixie and its
         Subsidiaries through the Stated Maturity Date giving pro forma effect
         to such acquisition, based on assumptions satisfactory to the Agents
         and demonstrating pro forma compliance with all financial covenants
         contained in this Agreement, including those contained in Section
         7.2.4, in each case, prepared in good faith and in a manner and using
         such methodology which is consistent with the most recent financial
         statements delivered pursuant to Section 7.1.1 and in form reasonably
         satisfactory to the Agents, provided that Winn-Dixie shall not be
         required to comply with this clause (b) in respect of any acquisition
         of a single retail store (whether through the acquisition of Capital
         Securities or Assets) or any acquisition of a series of up to ten (10)
         related retail stores (whether through the acquisition of Capital
         Securities or Assets), which acquisitions shall not exceed $20,000,000
         (excluding inventory) in the aggregate during any Fiscal Year; and

               (c)  concurrently with the consummation of such acquisition, the
         Borrowers will have complied with the requirements of Section 7.1.8,
         including that the documentation for such acquisition shall permit the
         Administrative Agent to obtain a Lien thereon to the extent provided in
         Section 7.1.8.

         "Permitted Disposition" means a sale, disposition or other conveyance
of assets (including Capital Securities of a Subsidiary) by any Borrower or any
of its Subsidiaries pursuant to clause (b) or (c) of Section 7.2.11.

         "Permitted Lien" means a Lien permitted pursuant to Section 7.2.3.

         "Permitted Sale and Leaseback Transaction" means a transaction by any
Borrower or any of its Subsidiaries permitted pursuant to the proviso to Section
7.2.15.

                                       22
                Winn-Dixie Amended and Restated Credit Agreement

<PAGE>

         "Person" means any natural person, corporation, limited liability
company, partnership, joint venture, association, trust or unincorporated
organization, Governmental Authority or any other legal entity, whether acting
in an individual, fiduciary or other capacity.

         "Pledge Agreement" means, as the context may require, the Borrower
Pledge Agreement, each Subsidiary Pledge Agreement and each other document
pursuant to which a pledge may be created by the owners of Capital Securities of
Winn-Dixie or any of Winn-Dixie's Subsidiaries to the Administrative Agent for
the benefit of the Lenders (including any Foreign Pledge Agreement), in each
case as amended, supplemented, amended and restated or otherwise modified from
time to time.

         "Pledged Subsidiary" means each Material Subsidiary in respect of which
the Administrative Agent has been granted a security interest in or a pledge of
(a) any of the Capital Securities of such Subsidiary or (b) any intercompany
notes of such Material Subsidiary owing to Winn-Dixie or another Subsidiary.

         "Priority Payables" means amounts owed or which under any contingency
may be owed that are or may be secured by Accounts or Inventory, whether
pursuant to a statutory or common law lien, a trust fund or otherwise, in
connection with the purchase of perishable agricultural commodities, including
dairy products and produce.

         "Process Agent" is defined in Section 10.15.

         "Processor Letter" means an acknowledgment letter to be duly executed
and delivered by debit and credit card processor of the Obligors in accordance
with Sections 5.1.23 and 7.1.10(d) substantially in the form of Exhibit O hereto
or as otherwise approved by the Agents.

         "Properties" means those properties listed in Item 5.1.15 of the
Disclosure Schedule.

         "Proposal Letter" means the confidential letter, dated September 2,
2003, by and among WCM, Wachovia Bank, Congress and Winn-Dixie.

         "Quarterly Payment Date" means the last day of March, June, September
and December, or, if any such day is not a Business Day, the next succeeding
Business Day.

         "Rate Protection Agreement" means, collectively, any interest rate
swap, cap, collar or similar agreement entered into by any Borrower or any of
their Subsidiaries under which the counterparty of such agreement is (or at the
time such agreement was entered into, was) a Lender or an Affiliate of a Lender.

         "Real Property" means, with respect to any Person, such Person's
present and future right, title and interest (including, without limitation, any
leasehold estate) in

               (a)  any plots, pieces or parcels of land;

               (b)  any improvements, buildings, structures and fixtures now or
         hereafter located or erected thereon or attached thereto of every
         nature whatsoever (the rights and interest described in clauses (a) and
         (b) being the "Premises");

               (c)  any other interests in property constituting appurtenances
         to the Premises, or which hereafter shall in any way belong, relate or
         be appurtenant thereto; and

                                       23
                Winn-Dixie Amended and Restated Credit Agreement

<PAGE>

               (d)  all other rights and privileges thereunto belonging or
         appertaining and all extensions, additions, improvements, betterments,
         renewals, substitutions and replacements to or of any of the rights and
         interests described in clause (c) above.

         "Records" means, as to each Borrower and Guarantor, all of such
Borrower's and Guarantor's present and future books of account of every kind or
nature, purchase and sale agreements, invoices, ledger cards, bills of lading
and other shipping evidence, statements, correspondence, memoranda, credit files
and other data relating to the Collateral or any account debtor, together with
the tapes, disks, diskettes and other data and software storage media and
devices, file cabinets or containers in or on which the foregoing are stored
(including any rights of any Borrower or Guarantor with respect to the foregoing
maintained with or by any other Person).

         "Refunded Swing Line Loans" is defined in clause (b) of Section 2.3.2.

         "Register" is defined in clause (b) of Section 2.7.

         "Reimbursement Obligation" is defined in Section 2.6.3.

         "Related Fund" means, with respect to any Lender which is a fund that
invests in loans, any other fund that invests in loans and is controlled by the
same investment advisor as such Lender or by an Affiliate of such investment
advisor.

         "Release" means a "release", as such term is defined in CERCLA.

         "Replaced Lender" is defined in Section 4.11.

         "Replacement Lender" is defined in Section 2.8.

         "Reports" is defined in Section 9.11.

         "Required Lenders" means, at any time,

               (a)  prior to the date of the making of the initial Credit
         Extensions hereunder, Lenders having at least a majority of the
         Revolving Loan Commitments; and

               (b)  on and after the date of the making of the initial Credit
         Extensions hereunder, Lenders holding at least a majority of the Total
         Exposure Amount.

         "Reserves" means, as of any date of determination, such amounts as the
Agents may from time to time establish and revise in good faith reducing the
amount of Revolving Loans and Letter of Credit Outstandings which would
otherwise be available to the Borrowers under the lending formula(s) provided
for herein: (a) to reflect events, conditions, contingencies or risks which, as
determined by the Inventory Agent in good faith, adversely affect, or would have
a reasonable likelihood of adversely affecting, (i) the Eligible Inventory or
any other property which is security for the Obligations or its value, (ii) the
assets, business, financial condition or prospects of any Borrower or Obligor or
(iii) the security interests and other rights of the Agents or any Lender in the
Eligible Inventory or any other property which is security for the Obligations
(including the enforceability, perfection and priority thereof), (b) to reflect
the Inventory Agent's good faith belief that any collateral report or financial
information furnished by or on behalf of any Borrower or Obligor to any Agent is
or may have been incomplete, inaccurate or misleading in any material respect,
(c) to fully reflect Letter of Credit Outstandings to the extent provided in
Section 2.1.2 hereof, (d) to fully reflect (i) past due payables which are
outstanding more than sixty (60)

                                       24
                Winn-Dixie Amended and Restated Credit Agreement

<PAGE>

days past the invoice date as of such time, (ii) past due accruals which are
outstanding more than sixty (60) days past the receipt of Inventory related to
such accrual as of such time, in excess of $10,000,000, and (iii) past due rent
payments which are outstanding more than thirty (30) days past due as of such
time, in each case other than payables, accruals or rent payments which are
being contested by a Borrower in good faith, plus, without duplication, the
amount of checks issued but not sent by the Borrowers to pay such payables,
accruals and rent payments, (e) to fully reflect any dividends declared in
accordance with the proviso to Section 7.2.6(b) and/or (f) in respect of any
state of facts which the Agents determine in good faith constitutes a Default or
an Event of Default. To the extent the Agents may revise the lending formulas
used to determine the Borrowing Base or establish new criteria or revise
existing criteria for Eligible Inventory so as to address any circumstances,
condition, event or contingency in a manner satisfactory to the Agents, the
Agents shall not establish a Reserve for the same purpose. The amount of any
Reserve established by the Agents shall have a reasonable relationship to the
event, condition or other matter which is the basis for such reserve as
determined by the Agents in good faith.

         "Resource Conservation and Recovery Act" means the Resource
Conservation and Recovery Act, 42 U.S.C. Section 6901, et seq., as amended.

         "Restricted Payment" means the declaration or payment of any dividend
(other than dividends payable solely in Capital Securities of any Borrower or
any Subsidiary) on, or the making of any payment or distribution on account of,
or setting apart assets for a sinking or other analogous fund for, the purchase,
redemption, defeasance, retirement, repurchase or other acquisition of any class
of Capital Securities of any Borrower or any Subsidiary or any warrants or
options to purchase any such Capital Securities, whether now or hereafter
outstanding, or the making of any other distribution in respect thereof, either
directly or indirectly, whether in cash or property, obligations of any Borrower
or any Subsidiary or otherwise.

         "Revolving Loan Commitment" means, relative to any Lender, such
Lender's obligation (if any) to make Revolving Loans pursuant to clause (a) of
Section 2.1.1.

         "Revolving Loan Commitment Amount" means, on any date, $300,000,000, as
such amount may be reduced from time to time pursuant to Section 2.2.

         "Revolving Loans" is defined in clause (a) of Section 2.1.1.

         "Revolving Note" means an amended and restated promissory note of a
Borrower payable to any Lender, substantially in the form of Exhibit A-1 hereto
(as such amended restated promissory note may be further amended, amended and
restated, extended, endorsed or otherwise modified from time to time),
evidencing the aggregate Indebtedness of such Borrower to such Lender resulting
from outstanding Revolving Loans, and also means all other promissory notes
accepted from time to time in substitution therefor or renewal thereof.

         "S&P" means Standard & Poor's Rating Services, a division of
McGraw-Hill, Inc.

         "SEC" means the Securities and Exchange Commission.

         "Secured Parties" means, collectively, the Lenders, the Issuer, the
Administrative Agent, each counterparty to a Rate Protection Agreement that is
(or at the time such Rate Protection Agreement was entered into, was) a Lender
or an Affiliate thereof and (in each case), each of their respective successors,
transferees and assigns.

                                       25
                Winn-Dixie Amended and Restated Credit Agreement

<PAGE>

         "Security Agreement" means, as the context may require, the Borrower
Security Agreement, each Subsidiary Security Agreement and each other document,
including supplements with respect to intellectual property, pursuant to which a
Lien may be granted by any Borrower, any of their Subsidiaries or any Affiliates
thereof to the Administrative Agent for the benefit of the Lenders, in each case
as amended, supplemented, amended and restated or otherwise modified from time
to time.

         "Security Document" means, as the context may require, each Security
Agreement, Pledge Agreement, Mortgage and Subsidiary Guaranty.

         "Senior Unsecured Notes" means Winn-Dixie's 8?% Senior Unsecured Notes
due 2008 issued for gross cash proceeds of $300,000,000 on March 29, 2001, as
amended, supplemented, amended and restated or otherwise modified from time to
time in accordance with Section 7.2.12.

         "Senior Unsecured Notes Documents" means, collectively, the Senior
Unsecured Notes Indenture, the Senior Unsecured Notes and each of the other loan
agreements, indentures, note purchase agreements, promissory notes, guarantees,
and other instruments and agreements executed and delivered in connection with
or pursuant to the Senior Unsecured Notes Offering, as amended, supplemented,
amended, restated and otherwise modified from time to time in accordance with
Section 7.2.12.

         "Senior Unsecured Notes Indenture" means the Indenture, dated as of
March 29, 2001, between Winn-Dixie and the Trustee, pursuant to which the Senior
Unsecured Notes were issued, as the same may be amended, supplemented, amended
and restated or otherwise modified from time to time in accordance with Section
7.2.12.

         "Senior Unsecured Notes Offering" means the issuance of the Senior
Unsecured Notes.

         "Special Agent Advances" is defined in Section 2.1.1.

         "Stated Amount" means, on any date and with respect to a particular
Letter of Credit, the total amount then available to be drawn under such Letter
of Credit in Dollars.

         "Stated Expiry Date" is defined in Section 2.6.

         "Stated Maturity Date" means October 6, 2006 or, if extended pursuant
to Section 2.8, the date that is 364 days after the Stated Maturity date then in
effect.

         "Sub Debt Documents" means, collectively, any loan agreements,
indentures, note purchase agreements, promissory notes, guarantees or other
instruments and agreements evidencing the terms of any Subordinated Debt, as
amended, supplemented, amended and restated or otherwise modified in accordance
with Section 7.2.12.

         "Subordinated Debt" means any unsecured Indebtedness of Winn-Dixie
subordinated in right of payment to the Obligations pursuant to documentation
containing redemption and other prepayment events, maturities, amortization
schedules, covenants, events of default, remedies, acceleration rights,
subordination provisions and other material terms satisfactory to the Agents.

         "Subordination Provisions" is defined in Section 8.1.11.

         "Subsidiary" means, with respect to any Person, any other Person of
which more than 50% of the outstanding Voting Securities of such other Person
(irrespective of whether at the time Capital Securities of any other class or
classes of such other Person shall or might have voting power upon the
occurrence of

                                       26
                Winn-Dixie Amended and Restated Credit Agreement

<PAGE>

any contingency) is at the time directly or indirectly owned or controlled by
such Person, by such Person and one or more other Subsidiaries of such Person,
or by one or more other Subsidiaries of such Person. Unless the context
otherwise specifically requires, the term "Subsidiary" shall be a reference to a
Subsidiary of Winn-Dixie.

         "Subsidiary Borrowers" means each Borrower other than Winn-Dixie.

         "Subsidiary Guarantor" means each Subsidiary that has executed and
delivered to the Administrative Agent a Subsidiary Guaranty or a supplement
thereto.

         "Subsidiary Guaranty" means the Subsidiary Guaranty executed and
delivered by an Authorized Officer of each Material Subsidiary that is a U.S.
Subsidiary in favor of the Administrative Agent for the benefit of the Secured
Parties dated as of March 29, 2001, pursuant to the Existing Credit Agreement, a
copy of which is attached hereto as Exhibit H, as amended, supplemented, amended
and restated or otherwise modified from time to time including, without
limitation, as reaffirmed by the Subsidiary Guaranty Reaffirmation.

         "Subsidiary Guaranty Reaffirmation" is defined in Section 5.1.9.

         "Subsidiary Pledge Agreement" means the Pledge Agreement to be executed
and delivered by each U.S. Subsidiary, if any, that in turn has any Material
Subsidiaries that are U.S. Subsidiaries in favor of the Administration Agent for
the benefit of the Secured Parties, pursuant to the terms of this Agreement
substantially in the form of Exhibit F-2 hereto, together with any supplemental
Foreign Pledge Agreements delivered pursuant to the terms of this Agreement, in
each case as amended, supplemented, amended and restated or otherwise modified
from time to time.

         "Subsidiary Security Agreement" means, collectively, each Security
Agreement executed and delivered by an Authorized Officer of each Material
Subsidiary that is a U.S. Subsidiary in favor of the Administrative Agent for
the benefit of the Secured Parties dated as of March 29, 2001, pursuant to the
Existing Credit Agreement, a copy of which is attached hereto as Exhibit I-2, in
each case, as amended, supplemented, amended and restated or otherwise modified
from time to time.

         "Substitute Lender" is defined in clause (f) of Section 10.11.1.

         "Supermajority Lenders" means, at any time,

               (a)    prior to the date of the making of the initial Credit
                      Extensions hereunder, Lenders having at least 66 2/3% of
                      the Revolving Loan Commitments; and

               (b)    on and after the date of the making of the initial Credit
                      Extensions hereunder, Lenders holding at least 66 2/3% of
                      the Total Exposure Amount.

         "Swing Line Lender" means, subject to the terms of this Agreement,
Wachovia Bank.

         "Swing Line Loan" is defined in clause (b) of Section 2.1.1.

         "Swing Line Loan Commitment" is defined in clause (b) of Section 2.1.1.

         "Swing Line Loan Commitment Amount" means, on any date, $10,000,000, as
such amount may be reduced from time to time pursuant to Section 2.2.

                                       27
                Winn-Dixie Amended and Restated Credit Agreement

<PAGE>

         "Swing Line Note" means an amended and restated promissory note of a
Borrower payable to the Swing Line Lender, substantially in the form of Exhibit
A-2 hereto (as such amended and restated promissory note may be further amended,
amended and restated, extended, endorsed or otherwise modified from time to
time), evidencing the aggregate Indebtedness of such Borrower to the Swing Line
Lender resulting from outstanding Swing Line Loans, and also means all other
promissory notes accepted from time to time in substitution therefor or renewal
thereof.

         "Syndication Agent" is defined in the preamble.

         "Synthetic Lease" means, as applied to any Person, any lease (including
leases that may be terminated by the lessee at any time) of any property
(whether real, personal or mixed) (a) that is not a capital lease in accordance
with GAAP and (b) in respect of which the lessee retains or obtains ownership of
the property so leased for federal income tax purposes, other than any such
lease under which that Person is the lessor.

         "Taxes" means all income, stamp or other taxes, duties, levies,
imposts, charges, assessments, fees, deductions or withholdings, now or
hereafter imposed, levied, collected, withheld or assessed by any Governmental
Authority, and all interest, penalties or similar liabilities with respect
thereto.

         "Termination Date" means the date on which all Obligations have been
paid in full in cash, all Letters of Credit have been terminated or expired (or
been Cash Collateralized), all Rate Protection Agreements have been terminated
and all Commitments shall have terminated or expired.

         "Test Date" is defined in clause (b) of Section 7.2.4.

         "Total Exposure Amount" means, on any date of determination (and
without duplication), the outstanding principal amount of all Loans, the
aggregate amount of all Letter of Credit Outstandings and the unfunded amount of
the Commitments.

         "Trademark Security Agreement" means any Trademark Security Agreement
executed and delivered by any Obligor substantially in the form of Exhibit B to
any Security Agreement pursuant to the terms of the Existing Credit Agreement,
this Agreement or such Security Agreement, as amended, supplemented, amended and
restated or otherwise modified from time to time.

         "Trustee" means Wilmington Trust Company.

         "type" means, relative to any Loan, the portion thereof, if any, being
maintained as a Base Rate Loan or a LIBO Rate Loan.

         "UCC" means the Uniform Commercial Code as in effect from time to time
in the State of New York; provided that if, with respect to any Filing Statement
or by reason of any provisions of law, the perfection or the effect of
perfection or non-perfection of the security interests granted to the
Administrative Agent pursuant to the applicable Loan Document is governed by the
Uniform Commercial Code as in effect in a jurisdiction of the United States
other than New York, then "UCC" means the Uniform Commercial Code as in effect
from time to time in such other jurisdiction for purposes of the provisions of
each Loan Document and any Filing Statement relating to such perfection or
effect of perfection or non-perfection.

         "United States" or "U.S." means the United States of America, its fifty
states and the District of Columbia.

                                       28
                Winn-Dixie Amended and Restated Credit Agreement

<PAGE>

         "U.S. Subsidiary" means any Subsidiary that is incorporated or
organized under the laws of the United States, a state thereof, or the District
of Columbia, in each case which is not a Subsidiary of a Foreign Subsidiary.

         "Value" means, as determined by the Inventory Agent in good faith with
respect to Inventory, the cost of such Inventory computed on a
first-in/first-out basis in accordance with GAAP, provided that, for purposes of
the calculation of the Borrowing Base, the Value of the Inventory shall not
include: (a) the portion of the value of Inventory equal to the profit earned by
any Affiliate on the sale thereof to any Borrower, (b) the portion of the value
of Inventory in an amount equal to such Borrower's accrued liability for gift
certificates, (c) the portion of the value of Inventory in an amount equal to
such Borrower's shrink reserve, mark downs and dated inventory reserves as
reflected in the Borrower's reporting consistent with past practice and any
related accruals deemed reasonably necessary by the Agents, (d) the portion of
the value of Inventory in an amount equal to the Priority Payables divided by
the applicable percentage which each such determination of Value is to be
multiplied by in the determination of the Borrowing Base, (e) the portion of the
value of Inventory in an amount equal to the net obligations of any Borrower or
any of its Subsidiaries under each Rate Protection Agreement divided by the
applicable percentage which each such determination of Value is to be multiplied
by in the determination of the Borrowing Base or (f) write-ups or write-downs in
value with respect to currency exchange rates.

         "Voting Securities" means, with respect to any Person, Capital
Securities of any class or kind ordinarily having the power to vote for the
election of directors, managers or other voting members of the governing body of
such Person.

         "Wachovia Bank" is defined in the preamble.

         "WCM" is defined in the preamble.

         "Welfare Plan" means a "welfare plan", as such term is defined in
Section 3(1) of ERISA.

         "wholly owned Subsidiary" means any Subsidiary all of the outstanding
Capital Securities of which (other than any director's qualifying shares or
investments by foreign nationals mandated by applicable laws) is owned directly
or indirectly by Winn-Dixie.

         "Winn-Dixie" is defined in the preamble.

         SECTION 1.2. Use of Defined Terms. Unless otherwise defined or the
context otherwise requires, terms for which meanings are provided in this
Agreement shall have such meanings when used in each other Loan Document, the
Disclosure Schedule and each notice or communication delivered from time to time
in connection with this Agreement or any other Loan Document.

         SECTION 1.3. Cross-References. Unless otherwise specified, references
in a Loan Document to any Article or Section are references to such Article or
Section of such Loan Document, and references in any Article, Section or
definition to any clause are references to such clause of such Article, Section
or definition.

         SECTION 1.4. Accounting and Financial Determinations. Unless otherwise
specified, all accounting terms used in each Loan Document shall be interpreted,
and all accounting determinations and computations thereunder (including under
Section 7.2.4 and the definitions used in such calculations) shall be made, in
accordance with those generally accepted accounting principles ("GAAP") applied
in the preparation of the financial statements of Winn-Dixie and its
Subsidiaries as contained in Winn-

                                       29
                Winn-Dixie Amended and Restated Credit Agreement

<PAGE>

Dixie's annual report on Form 10-K for the Fiscal Year ended June 25, 2003.
Unless otherwise expressly provided, all financial covenants and defined
financial terms shall be computed on a consolidated basis for Winn-Dixie and its
Subsidiaries, in each case without duplication.

                                   ARTICLE II
                       COMMITMENTS, BORROWING AND ISSUANCE
                     PROCEDURES, NOTES AND LETTERS OF CREDIT

         SECTION 2.1. Commitments. On the terms and subject to the conditions of
this Agreement, the Lenders and the Issuer severally agree to make Credit
Extensions as set forth below.

         SECTION 2.1.1. Revolving Loan Commitment and Swing Line Loan
Commitment. From time to time on any Business Day occurring from and after the
Closing Date but prior to the Commitment Termination Date,

               (a)   each Lender severally agrees that it will make loans
         (relative to such Lender, its "Revolving Loans") to the Administrative
         Borrower for the account of the applicable Borrower equal to such
         Lender's Percentage of the aggregate amount of each Borrowing of
         Revolving Loans requested by any Borrower (or the Administrative
         Borrower on behalf of a Borrower) to be made on such day; provided
         that, in any event, the aggregate principal amount of Revolving Loans,
         Swing Line Loans and Letter of Credit Outstandings outstanding to all
         the Borrowers at any one time shall not exceed the Borrowing Base at
         such time.

               (b)   the Swing Line Lender agrees that it will make loans (its
         "Swing Line Loans") to the Administrative Borrower for the account of
         the Applicable Borrower equal to the principal amount of the Swing Line
         Loan requested by any Borrower (or the Administrative Borrower on
         behalf of a Borrower) to be made on such day; provided that, in any
         event, (i) the aggregate principal amount of Revolving Loans, Swing
         Line Loans and Letter of Credit Outstandings outstanding to all the
         Borrowers at any one time shall not exceed the Borrowing Base at such
         time and (ii) the aggregate principal amount of Swing Line Loans
         outstanding to all the Borrowers at any one time shall not exceed the
         Swing Line Loan Commitment Amount. The Commitment of the Swing Line
         Lender described in this clause is herein referred to as its "Swing
         Line Loan Commitment".

               (c)   the Inventory Agent may, in its discretion, from time to
         time, upon not less than five (5) days prior notice to Administrative
         Borrower, reduce the lending formula(s) with respect to Eligible
         Inventory to the extent that the Inventory Agent determines in good
         faith that the liquidation value of the Eligible Inventory, or any
         category thereof, has decreased, including any decrease attributable to
         a change in the nature, quality, turnover or mix of the Inventory. The
         amount of any decrease in the lending formulas shall have a reasonable
         relationship to the event, condition or circumstance which is the basis
         for such decrease as determined by the Inventory Agent in good faith.
         In determining whether to reduce the lending formula(s), the Inventory
         Agent may consider events, conditions, contingencies or risks which are
         also considered in determining Eligible Inventory or in establishing
         Reserves, provided that, to the extent the Agents have established
         Reserves to address any circumstances, condition, event or contingency,
         the Agents shall not reduce the lending formulas for the same purpose.

               (d)   in the event that the aggregate principal amount of the
         Revolving Loans, Swing Line Loans and Letter of Credit Outstandings
         outstanding to all the Borrowers exceeds the Borrowing Base, or the
         aggregate principal amount of Revolving Loans, Swing Line Loans and
         Letter of Credit Outstandings based on Eligible Inventory consisting of
         finished goods that is

                                       30
                Winn-Dixie Amended and Restated Credit Agreement

<PAGE>

         Perishable Inventory exceeds the sublimit set forth in clause
         (a)(i)(c)(3) of the definition of Borrowing Base, or the aggregate
         principal amount of Revolving Loans, Swing Line Loans and Letter of
         Credit Outstandings exceeds the Revolving Loan Commitment Amount, or
         the aggregate amount of the Letter of Credit Outstandings exceeds the
         Letter of Credit Commitment Amount, or the aggregate amount of the
         Swing Line Loans exceeds the Swing Line Loan Commitment Amount, such
         event shall not limit, waive or otherwise affect any rights of any
         Agent or the Lenders in such circumstances or on any future occasions
         and the Borrowers shall immediately repay to the Administrative Agent
         the entire amount of any such excess(es) for which payment is demanded.

Notwithstanding anything to the contrary contained herein, the Administrative
Agent may, at its option, from time to time, at any time on or after an Event of
Default and for so long as the same is continuing or upon any other failure of a
condition precedent to the making of Loans or the issuance of Letters of Credit
hereunder, make such disbursements and advances ("Special Agent Advances") which
the Agents, in their sole discretion deem necessary or desirable either (1) to
preserve or protect the Collateral or any portion thereof or (2) to enhance the
likelihood or maximize the amount of repayment by the Borrowers and Guarantors
of the Loans and other Obligations, provided, that, the aggregate outstanding
principal amount of the Special Agent Advances which the Administrative Agent
may make or provide shall not exceed the aggregate outstanding amount equal to
five (5%) percent of the Borrowing Base. Special Agent Advances shall be
repayable on demand and be secured by the Collateral, provided, that, demand
shall be made by the Administrative Agent for the repayment of any outstanding
Special Agent Advance no later than 90 days after the date such Special Agent
Advance was made (unless the Required Lenders shall have consented to a later
date for demand). Special Agent Advances shall not constitute Loans but shall
otherwise constitute Obligations hereunder. Without limitation of its
obligations hereunder, each Lender agrees that it shall make available to the
Administrative Agent, upon the Administrative Agent's demand, in immediately
available funds, the amount equal to such Lender's Percentage of each such
Special Agent Advance.

On the terms and subject to the conditions hereof, each Borrower may from time
to time borrow, prepay and reborrow Revolving Loans and Swing Line Loans. No
Lender shall be required to make any Revolving Loan if, after giving effect
thereto, the aggregate outstanding principal amount of all Revolving Loans of
such Lender, together with such Lender's Percentage of the aggregate amount of
all Swing Line Loans and Letter of Credit Outstandings, would exceed such
Lender's Percentage of the then existing Revolving Loan Commitment Amount.
Furthermore, the Swing Line Lender shall not be required to make Swing Line
Loans if, after giving effect thereto, (i) the aggregate outstanding principal
amount of all Swing Line Loans would exceed the then existing Swing Line Loan
Commitment Amount or (ii) unless otherwise agreed to by the Swing Line Lender,
in its sole discretion, the sum of all Swing Line Loans and Revolving Loans made
by the Swing Line Lender plus the Swing Line Lender's Percentage of the
aggregate amount of Letter of Credit Outstandings would exceed the Swing Line
Lender's Percentage of the then existing Revolving Loan Commitment Amount.

         SECTION 2.1.2. Letter of Credit Commitment; Existing Letters of Credit.

         (a)   From time to time on any Business Day occurring from and after
the Closing Date but prior to the Commitment Termination Date, the Issuer agrees
that it will

               (i)    issue one or more import letters of credit or standby
         letters of credit (relative to such Issuer, its "Letter of Credit") for
         the account of any Borrower or any Subsidiary Guarantor in the Stated
         Amount requested by such Borrower or Subsidiary Guarantor (or the
         Administrative Borrower on behalf of such Borrower or Subsidiary
         Guarantor) on such day; provided that (A) the aggregate principal
         amount of Revolving Loans, Swing Line Loans and Letter of Credit

                                       31
                Winn-Dixie Amended and Restated Credit Agreement

<PAGE>

         Outstandings outstanding at any one time shall not exceed the Borrowing
         Base at such time and (B) the aggregate principal amount of Letter of
         Credit Outstandings to all the Borrowers and Subsidiary Guarantors at
         any one time shall not exceed the Letter of Credit Commitment Amount;
         or

               (ii)   extend the Stated Expiry Date of an existing Letter of
         Credit previously issued hereunder.

No Stated Expiry Date shall extend beyond the earlier of (w) the Commitment
Termination Date and (x) unless otherwise agreed to by the Issuer in its sole
discretion, one year from the date of such extension, provided, however, that
standby Letters of Credit stated to expire one year from the date of initial
issuance or extension that are issued for workers compensation may have a Stated
Expiry Date which extends beyond the Commitment Termination Date, if and so long
as such Letters of Credit shall be terminated or fully cash collateralized on
the Commitment Termination Date. The Issuer shall not be required to issue any
Letter of Credit if, after giving effect thereto, (y) the aggregate amount of
all Letter of Credit Outstandings would exceed the Letter of Credit Commitment
Amount or (z) the sum of the aggregate amount of all Letter of Credit
Outstandings plus the aggregate principal amount of all Revolving Loans and
Swing Line Loans then outstanding would exceed the Revolving Loan Commitment
Amount.

         (b)   The Issuer shall not be required to issue any Letter of Credit
for the account of a Borrower or extend the Stated Expiry Date of an existing
Letter of Credit for the account of a Borrower unless the Excess Availability,
prior to giving effect to any Reserves with respect to such Letter of Credit, on
the date of the proposed issuance of any Letter of Credit, shall be equal to or
greater than: (i) if the proposed Letter of Credit is for the purpose of
purchasing Eligible Inventory and the documents of title with respect thereto
are consigned to the issuer, the sum of (A) the percentage equal to one hundred
(100%) percent minus the then applicable percentage with respect to Eligible
Inventory set forth in the definition of the term Borrowing Base multiplied by
the Value of such Eligible Inventory, plus (B) freight, taxes, duty and other
amounts which the Inventory Agent estimates must be paid in connection with such
Inventory upon arrival and for delivery to one of such Borrower's locations for
Eligible Inventory within the United States of America and (ii) if the proposed
Letter of Credit is for any other purpose or the documents of title are not
consigned to the issuer in connection with a Letter of Credit for the purpose of
purchasing Inventory, an amount equal to one hundred (100%) percent of the face
amount thereof and all other commitments and obligations made or incurred by
Agent with respect thereto. Effective on the issuance of each Letter of Credit,
a Reserve shall be established in the applicable amount set forth in Section
2.1.2(b)(i) or Section 2.1.2(b)(ii).

         (c)   In connection with Inventory purchased with Letters of Credit,
the Borrowers and the Guarantors shall, at the Inventory Agent's request,
instruct all suppliers, carriers, forwarders, customs brokers, warehouses or
others receiving or holding cash, checks, Inventory, documents or instruments in
which an Agent holds a security interest to deliver them to the applicable Agent
and/or subject to an Agent's order, and if they shall come into such Borrower's
or Guarantor's possession, to deliver them, upon the Inventory Agent's request,
to the Administrative Agent in their original form. The Borrowers and the
Guarantors shall also, at the Inventory Agent's request, designate the
Administrative Agent as the consignee on all bills of lading and other
negotiable and non-negotiable documents.

         (d)   All Existing Letters of Credit shall be deemed to have been
issued under this Agreement and shall be governed by, and participated in by the
Lenders pursuant to, the terms of this Agreement.

         SECTION 2.2. Reduction of the Commitment Amounts. The Commitment
Amounts are subject to reduction from time to time as set forth below.

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                Winn-Dixie Amended and Restated Credit Agreement

<PAGE>

     SECTION 2.2.1. Optional. Winn-Dixie may, from time to time on any Business
Day occurring after the Closing Date, voluntarily reduce the undrawn amount of
the Revolving Loan Commitment Amount and the Swing Line Loan Commitment Amount
or the unutilized Letter of Credit Commitment Amount on the Business Day so
specified by Winn-Dixie without premium or penalty (subject to Section 4.4
hereof); provided, however, that all such reductions shall require at least one
Business Day's prior notice to the Administrative Agent and be permanent, and
any partial reduction of (x) any Commitment Amount other than the Swing Line
Loan Commitment Amount shall be in a minimum amount of $5,000,000 and in an
integral multiple of $1,000,000 and (y) the Swing Line Loan Commitment Amount
shall be in a minimum amount of $1,000,000 and in an integral multiple of
$100,000. Any optional or mandatory reduction of the Revolving Loan Commitment
Amount pursuant to the terms of this Agreement which reduces the Revolving Loan
Commitment Amount below the sum of (a) the Swing Line Loan Commitment Amount and
(b) the Letter of Credit Commitment Amount shall result in an automatic and
corresponding reduction of the Swing Line Loan Commitment Amount and/or Letter
of Credit Commitment Amount (as directed by Winn-Dixie in a notice to the
Administrative Agent delivered together with the notice of such voluntary
reduction in the Revolving Loan Commitment Amount) to an aggregate amount not in
excess of the Revolving Loan Commitment Amount, as so reduced, without any
further action on the part of the Swing Line Lender or the Issuer.

     SECTION 2.2.2. Mandatory. The Revolving Loan Commitment Amount shall,
without any further action, automatically and permanently be reduced on the
Commitment Termination Date so that the Revolving Loan Commitment Amount equals
$0.

     SECTION 2.3. Borrowing Procedures. Loans (other than Swing Line Loans)
shall be made by the Lenders in accordance with Section 2.3.1, and Swing Line
Loans shall be made by the Swing Line Lender in accordance with Section 2.3.2.

     SECTION 2.3.1. Borrowing Procedure. In the case of Loans other than Swing
Line Loans, by delivering a Borrowing Request to the Administrative Agent on or
before 12:00 noon (New York time) on a Business Day, a Borrower (or the
Administrative Borrower on behalf of such Borrower) may from time to time
irrevocably request, on the same day as the proposed Borrowing in the case of
Base Rate Loans, or three Business Days' notice in the case of LIBO Rate Loans,
and in either case not more than five Business Days' notice, that a Borrowing be
made, in the case of LIBO Rate Loans, in a minimum amount of $5,000,000 and an
integral multiple of $1,000,000, in the case of Base Rate Loans, in a minimum
amount of $5,000,000 and an integral multiple of $500,000 or, in either case, in
the unused amount of the applicable Commitment. On the terms and subject to the
conditions of this Agreement, each Borrowing shall be comprised of the type of
Loans, and shall be made on the Business Day, specified in such Borrowing
Request. In the case of LIBO Rate Loans, on or before 11:00 a.m. (New York
time), and in the case of Base Rate Loans other than Swing Line Loans, on or
before 3:00 p.m. (New York time), on such specified Business Day each Lender
that has a Commitment to make the Loans being requested shall deposit with the
Administrative Agent same day funds in an amount equal to such Lender's
Percentage of the requested Borrowing. Such deposit will be made to an account
which the Administrative Agent shall specify from time to time by notice to the
Lenders. To the extent funds are received from the Lenders, the Administrative
Agent shall make such funds available to the applicable Borrower by wire
transfer to the accounts such Borrower shall have specified in its Borrowing
Request. No Lender's obligation to make any Loan shall be affected by any other
Lender's failure to make any Loan.

     SECTION 2.3.2. Swing Line Loans.

     (a)  By telephonic notice to the Swing Line Lender on or before 12:00 noon
(New York time) on a Business Day (followed (on the same Business Day) by the
delivery of a confirming Borrowing

                                       33
                Winn-Dixie Amended and Restated Credit Agreement

<PAGE>

Request), a Borrower (or the Administrative Borrower on such Borrower's behalf)
may from time to time irrevocably request that Swing Line Loans be made by the
Swing Line Lender in an aggregate minimum principal amount of $500,000 and an
integral multiple of $100,000. All Swing Line Loans shall be made as Base Rate
Loans and shall not be entitled to be converted into LIBO Rate Loans. The
proceeds of each Swing Line Loan shall be made available by the Swing Line
Lender to the applicable Borrower by wire transfer to the account such Borrower
shall have specified in its notice therefor by the close of business on the
Business Day telephonic notice is received by the Swing Line Lender. The
Administrative Agent shall be entitled to rely upon any certification, notice or
other communication permitted to be made by telephone hereunder and clause
(a)(ii) of Section 3.1.1 believed by it to be genuine and correct. The Borrowers
shall not request (and shall not be permitted to request) any Swing Line Loans
when any Default has occurred and is continuing.

     (b)  If (i) any Swing Line Loan shall be outstanding for more than four
Business Days, (ii) any Swing Line Loan is or will be outstanding on a date when
a Borrower requests that a Revolving Loan be made, or (iii) any Default shall
occur and be continuing, then each Lender (other than the Swing Line Lender)
irrevocably agrees that it will, at the request of the Swing Line Lender, (A)
make a Revolving Loan (which shall initially be funded as a Base Rate Loan) in
an amount equal to such Lender's Percentage of the aggregate principal amount of
all such Swing Line Loans then outstanding or (B) if, for any reason, it cannot
make a Revolving Loan, purchase a participation in an amount equal to such
Lender's Percentage of the aggregate principal amount of all Swing Line Loans
outstanding (in either case, such outstanding Swing Line Loans hereinafter
referred to as the "Refunded Swing Line Loans"). On or before 11:00 a.m. (New
York time) on the first Business Day following receipt by each Lender of a
request to make Revolving Loans as provided in the preceding sentence, each
Lender shall deposit in an account specified by the Swing Line Lender the amount
so requested in same day funds and such funds shall be applied by the Swing Line
Lender to repay the Refunded Swing Line Loans. At the time the Lenders make the
above referenced Revolving Loans the Swing Line Lender shall be deemed to have
made, in consideration of the making of the Refunded Swing Line Loans, Revolving
Loans in an amount equal to the Swing Line Lender's Percentage of the aggregate
principal amount of the Refunded Swing Line Loans. Upon the making (or deemed
making, in the case of the Swing Line Lender) of any Revolving Loans pursuant to
this clause, the amount so funded shall become outstanding under such Lender's
Revolving Note and shall no longer be owed under the Swing Line Note. All
interest payable with respect to any Revolving Loans made (or deemed made, in
the case of the Swing Line Lender) pursuant to this clause shall be
appropriately adjusted to reflect the period of time during which the Swing Line
Lender had outstanding Swing Line Loans in respect of which such Revolving Loans
were made. Each Lender's obligation to make the Revolving Loans (or purchase
participations) referred to in this clause shall be absolute and unconditional
and shall not be affected by any circumstance, including (i) any set-off,
counterclaim, recoupment, defense or other right which such Lender may have
against the Swing Line Lender, any Obligor or any Person for any reason
whatsoever; (ii) the occurrence or continuance of any Default; (iii) any adverse
change in the condition (financial or otherwise) of any Obligor; (iv) the
acceleration or maturity of any Obligations or the termination of any Commitment
after the making of any Swing Line Loan; (v) any breach of any Loan Document by
any Person; or (vi) any other circumstance, happening or event whatsoever,
whether or not similar to any of the foregoing.

     SECTION 2.4. Continuation and Conversion Elections. By delivering a
Continuation/Conversion Notice to the Administrative Agent on or before 11:00
a.m. (New York time) on a Business Day, a Borrower (or the Administrative
Borrower on such Borrower's behalf) may from time to time irrevocably elect, on
not less than one Business Day's notice in the case of conversions to or
continuations of Base Rate Loans, or three Business Days' notice in the case of
conversions to or continuations of LIBO Rate Loans, and in either case not more
than five Business Days' notice, that all, or any portion in an aggregate
minimum amount of $5,000,000 and an integral multiple of $1,000,000 be, in the
case of Base Rate Loans, converted into LIBO Rate Loans or be, in the case of
LIBO Rate Loans,

                                       34
                Winn-Dixie Amended and Restated Credit Agreement

<PAGE>

converted into Base Rate Loans or continued as LIBO Rate Loans (in the absence
of delivery of a Continuation/Conversion Notice with respect to any LIBO Rate
Loan at least three Business Days (but not more than five Business Days) before
the last day of the then current Interest Period with respect thereto, such LIBO
Rate Loan shall, on such last day, automatically convert to a Base Rate Loan);
provided, however, that (x) each such conversion or continuation shall be pro
rated among the applicable outstanding Loans of all Lenders that have made such
Loans, and (y) no portion of the outstanding principal amount of any Loans may
be continued as, or be converted into, LIBO Rate Loans when any Default has
occurred and is continuing unless the Agents otherwise agree.

     SECTION 2.5. Funding. Each Lender may, if it so elects, fulfill its
obligation to make, continue or convert LIBO Rate Loans hereunder by causing one
of its foreign branches or Affiliates (or an international banking facility
created by such Lender) to make or maintain such LIBO Rate Loan; provided,
however, that such LIBO Rate Loan shall nonetheless be deemed to have been made
and to be held by such Lender, and the obligation of a Borrower to repay such
LIBO Rate Loan shall nevertheless be to such Lender for the account of such
foreign branch, Affiliate or international banking facility. In addition, each
Borrower hereby consents and agrees that, for purposes of any determination to
be made for purposes of Section 4.1, 4.2, 4.3 or 4.4, it shall be conclusively
assumed that each Lender elected to fund all LIBO Rate Loans by purchasing
Dollar deposits in its LIBOR Office's interbank eurodollar market.

     SECTION 2.6. Issuance Procedures. By delivering to the Administrative Agent
an Issuance Request on or before 11:00 a.m. (New York time) on a Business Day, a
Borrower (or the Administrative Borrower on such Borrower's behalf) may from
time to time irrevocably request on not less than three nor more than ten
Business Days' notice, in the case of an initial issuance of a Letter of Credit
and not less than three Business Days' prior notice, in the case of a request
for the extension of the Stated Expiry Date of an outstanding Letter of Credit
(in each case, unless a shorter notice period is agreed to by the Issuer, in its
sole discretion), that the Issuer issue, or extend the Stated Expiry Date of, a
Letter of Credit in a minimum amount of $25,000 in such form as may be requested
by such Borrower and approved by such Issuer, solely for the purposes described
in Section 7.1.7. Each Letter of Credit shall by its terms be stated to expire
on a date (its "Stated Expiry Date") no later than the earlier to occur of (a)
the Commitment Termination Date or (b) (unless otherwise agreed to by an Issuer,
in its sole discretion), one year from the date of its initial issuance or
extension. Each Issuer will make available to the beneficiary thereof the
original of the Letter of Credit which it issues.

     SECTION 2.6.1. Other Lenders' Participation. Upon the issuance of each
Letter of Credit, and without further action, each Lender (other than such
Issuer) shall be deemed to have irrevocably purchased, to the extent of its
Percentage, a participation interest in such Letter of Credit (including the
Contingent Liability and any Reimbursement Obligation with respect thereto), and
such Lender shall, to the extent of its Percentage, be responsible for
reimbursing within one Business Day the Issuer for Reimbursement Obligations
which have not been reimbursed by the Borrowers in accordance with Section 2.6.2
or which have been required to be returned or disgorged by the Issuer or the
Administrative Agent. In addition, such Lender shall, to the extent of its
Percentage, be entitled to receive a ratable portion of the Letter of Credit
fees payable pursuant to Section 3.3.3 with respect to each Letter of Credit
(other than the Fronting Fee) and of interest payable pursuant to Section 3.2
with respect to any Reimbursement Obligation. To the extent that any Lender has
reimbursed any Issuer for a Disbursement, such Lender shall be entitled to
receive its ratable portion of any amounts subsequently received (from the
Borrower or otherwise) in respect of such Disbursement.

     SECTION 2.6.2. Disbursements. The Issuer will notify the Administrative
Borrower and the Administrative Agent promptly of the presentment for payment of
any Letter of Credit issued by the Issuer, together with notice of the date (the
"Disbursement Date") such payment shall be made (each such

                                       35
                Winn-Dixie Amended and Restated Credit Agreement

<PAGE>

payment, a "Disbursement"). Subject to the terms and provisions of such Letter
of Credit and this Agreement, the Issuer shall make such payment to the
beneficiary (or its designee) of such Letter of Credit. Prior to 11:00 a.m. on
the first Business Day following the Disbursement Date, the applicable Borrower
will reimburse the Administrative Agent, for the account of the applicable
Issuer, for all amounts which the Issuer has disbursed under such Letter of
Credit, together with interest thereon at a rate per annum equal to the rate per
annum then in effect for Base Rate Loans (with the then Applicable Margin
accruing on such amount) pursuant to Section 3.2 for the period from the
Disbursement Date through the date of such reimbursement. Without limiting in
any way the foregoing and notwithstanding anything to the contrary contained
herein or in any separate application for any Letter of Credit, each Borrower
hereby acknowledges and agrees that it shall be obligated to reimburse the
Issuer upon each Disbursement of a Letter of Credit, and it shall be deemed to
be the obligor for purposes of each such Letter of Credit issued hereunder
(whether the account party on such Letter of Credit is a Borrower or a
Subsidiary Guarantor).

     SECTION 2.6.3. Reimbursement. The obligation (a "Reimbursement Obligation")
of each Borrower under Section 2.6.2 to reimburse the Issuer with respect to
each Disbursement (including interest thereon), and, upon the failure of a
Borrower to reimburse the Issuer (or upon the disgorgement of any amounts
theretofore reimbursed by a Borrower), each Lender's obligation under Section
2.6.1 to reimburse the Issuer, shall be absolute and unconditional under any and
all circumstances and irrespective of any setoff, counterclaim or defense to
payment which any Borrower or such Lender, as the case may be, may have or have
had against the Issuer or any Lender, including any defense based upon the
failure of any Disbursement to conform to the terms of the applicable Letter of
Credit (if, in the Issuer's good faith opinion, such Disbursement is determined
to be appropriate) or any non-application or misapplication by the beneficiary
of the proceeds of such Letter of Credit; provided, however, that after paying
in full its Reimbursement Obligation hereunder, nothing herein shall adversely
affect the right of any Borrower or such Lender, as the case may be, to commence
any proceeding against the Issuer for any wrongful Disbursement made by the
Issuer under a Letter of Credit as a result of acts or omissions constituting
gross negligence or willful misconduct on the part of the Issuer.

     SECTION 2.6.4. Deemed Disbursements. Upon the occurrence and during the
continuation of any Default under Section 8.1.9 or upon notification by the
Administrative Agent (acting at the direction of the Required Lenders) to any
Borrower of its obligations under this Section, following the occurrence and
during the continuation of any other Event of Default,

          (a)  the aggregate Stated Amount of all Letters of Credit shall,
     without demand upon or notice to any Borrower or any other Person, be
     deemed to have been paid or disbursed by the Issuer of such Letters of
     Credit (notwithstanding that such amount may not in fact have been paid or
     disbursed); and

          (b)  such Borrower shall be immediately obligated to reimburse the
     Issuer for the amount deemed to have been so paid or disbursed by such
     Issuer.

Amounts payable by such Borrower pursuant to this Section shall be deposited in
immediately available funds with the Administrative Agent and held as collateral
security for the Reimbursement Obligations. When all Defaults giving rise to the
deemed disbursements under this Section have been cured or waived the
Administrative Agent shall promptly return to such Borrower all amounts then on
deposit with the Administrative Agent pursuant to this Section which have not
been applied to the satisfaction of the Reimbursement Obligations or other
Obligations.

     SECTION 2.6.5. Nature of Reimbursement Obligations. Each Borrower, each
other Obligor and, to the extent set forth in Section 2.6.1 as to each Lender's
participation interest in such Letter of

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                Winn-Dixie Amended and Restated Credit Agreement

<PAGE>

Credit, each Lender shall assume all risks of the acts, omissions or misuse of
any Letter of Credit by the beneficiary thereof. The Issuer (except to the
extent of its own gross negligence, lack of good faith or willful misconduct)
shall not be responsible for:

          (a)  the form, validity, sufficiency, accuracy, genuineness or legal
     effect of any Letter of Credit or any document submitted by any party in
     connection with the application for and issuance of a Letter of Credit,
     even if it should in fact prove to be in any or all respects invalid,
     insufficient, inaccurate, fraudulent or forged;

          (b)  the form, validity, sufficiency, accuracy, genuineness or legal
     effect of any instrument transferring or assigning or purporting to
     transfer or assign a Letter of Credit or the rights or benefits thereunder
     or the proceeds thereof in whole or in part, which may prove to be invalid
     or ineffective for any reason;

          (c)  failure of the beneficiary to comply fully with conditions
     required in order to demand payment under a Letter of Credit;

          (d)  errors, omissions, interruptions or delays in transmission or
     delivery of any messages, by mail, cable, telegraph, telex or otherwise; or

          (e)  any loss or delay in the transmission or otherwise of any
     document or draft required in order to make a Disbursement under a Letter
     of Credit.

None of the foregoing shall affect, impair or prevent the vesting of any of the
rights or powers granted to any Issuer or any Lender hereunder. In furtherance
and not in limitation or derogation of any of the foregoing, any action taken or
omitted to be taken by the Issuer in good faith and without gross negligence or
willful misconduct shall be binding upon each Obligor and each such Secured
Party, and shall not put the Issuer under any resulting liability to any Obligor
or any Secured Party, as the case may be. In any event, if any Obligor fails to
object with specificity in writing to any draw under a Letter of Credit by the
close of business on the Business Day following the date notice of such draw is
received by a Borrower from the Issuer, such Obligor shall be deemed to have
waived any objection to the same.

     SECTION 2.7. Register; Notes.

     (a)  Each Lender may maintain in accordance with its usual practice an
account or accounts evidencing the Indebtedness of each Borrower to such Lender
resulting from each Loan made by such Lender, including the amounts of principal
and interest payable and paid to such Lender from time to time hereunder;
provided, however, that the failure of any Lender to maintain such account or
accounts shall not limit or otherwise affect any Obligations of any Borrower or
any other Obligor.

     (b)  (i) Each Borrower hereby designates the Administrative Agent to serve
as such Borrower's agent, solely for the purpose of this clause (b), to maintain
a register (the "Register") on which the Administrative Agent will record each
Lender's Commitment, the Loans made by each Lender and each repayment in respect
of the principal amount of the Loans of each Lender and annexed to which the
Administrative Agent shall retain a copy of each Lender Assignment Agreement
delivered to the Administrative Agent pursuant to Section 10.11.1. Failure to
make any recordation, or any error in such recordation, shall not affect any
Borrower's obligation in respect of such Loans. The entries in the Register
shall be conclusive, in the absence of manifest error, and each Borrower, the
Administrative Agent and the Lenders shall treat each Person in whose name a
Loan (and as provided in clause (ii) the Note evidencing such Loan) is
registered as the owner thereof for all purposes of this Agreement,
notwithstanding notice or any provision herein to the contrary. A Lender's
Commitment and the Loans

                                       37
                Winn-Dixie Amended and Restated Credit Agreement

<PAGE>

made pursuant thereto may be assigned or otherwise transferred in whole or in
part only by registration of such assignment or transfer in the Register. Any
assignment or transfer of a Lender's Commitment or the Loans made pursuant
thereto shall be registered in the Register only upon delivery to the
Administrative Agent of a Lender Assignment Agreement duly executed by the
Assignor Lender thereof (and a Borrower, when its consent is required
hereunder). No assignment or transfer of a Lender's Commitment or the Loans made
pursuant thereto shall be effective unless such assignment or transfer shall
have been recorded in the Register by the Administrative Agent as provided in
this Section 2.7.

     (ii) Each Borrower agrees that such Borrower will execute and deliver to
each Lender a Note evidencing the Loans made by such Lender. Each Borrower
hereby irrevocably authorizes each Lender to make (or cause to be made)
appropriate notations on the grid attached to such Lender's Notes (or on any
continuation of such grid), which notations, if made, shall evidence, inter
alia, the date of, the outstanding principal amount of, and the interest rate
and Interest Period applicable to the Loans evidenced thereby. Such notations
shall, to the extent not inconsistent with the notations made by the
Administrative Agent in the Register, be conclusive and binding absent manifest
error; provided, however, that the failure of any Lender to make any such
notations shall not limit or otherwise affect any Obligations of any Borrower or
any other Obligor. The Loans evidenced by each such Note and interest thereon
shall at all times (including after assignment pursuant to Section 10.11.1) be
payable to the order of the payee named therein and its registered assigns.
Subject to the provisions of Section 10.11.1, a Note and the obligation
evidenced thereby may be assigned or otherwise transferred in whole or in part
only by registration of such assignment or transfer of such Note and the
obligation evidenced thereby in the Register (and each Note shall expressly so
provide). Any assignment or transfer of all or part of an obligation evidenced
by a Note shall be registered in the Register only upon surrender for
registration of assignment or transfer of the Note evidencing such obligation,
accompanied by a Lender Assignment Agreement duly executed by the assignor
thereof (and a Borrower, when its consent is required hereunder) and the
compliance by the parties thereto with the other requirements of Section
10.11.1, and thereupon, if requested by the assignee, one or more new Notes
shall be issued to the designated assignee and the old Note shall be returned by
the Administrative Agent to the applicable Borrower marked "exchanged". No
assignment of a Note and the obligation evidenced thereby shall be effective
unless it shall have been recorded in the Register by the Administrative Agent
as provided in this Section.

     SECTION 2.8. Extensions of Stated Maturity Date. No earlier than 120 days
and no later than 90 days prior to the Stated Maturity Date in effect at any
time, Winn-Dixie may, by written notice to the Administrative Agent, request
that such Stated Maturity Date be extended for a period of 364 days. Such
request shall be irrevocable and binding upon each Borrower. The Administrative
Agent shall promptly notify each Lender of such request. If a Lender agrees, in
its individual and sole discretion, to so extend its Commitment (an "Extending
Lender"), it shall deliver to the Administrative Agent a written notice of its
agreement to do so no earlier than 90 days and no later than 60 days (or such
later date, if any, as shall be agreed upon by the Administrative Borrower and
the Agents in writing) prior to such Stated Maturity Date and the Administrative
Agent shall notify Winn-Dixie of such Extending Lender's agreement to extend its
Commitment no later than 15 days prior to such Stated Maturity Date. The
Commitment of any Lender that fails to accept or respond to Winn-Dixie's request
for extension of the Stated Maturity Date (a "Declining Lender") shall be
terminated on the Commitment Termination Date originally in effect (without
regard to any extension by other Lenders) and on the Stated Maturity Date
originally in effect the Borrowers shall repay in full the unpaid principal
amount of the Loans made by such Declining Lender, together with accrued
interest thereon to the date of such payment of principal and all other amounts
payable to such Declining Lender under this Agreement. The Administrative Agent
shall promptly notify each Extending Lender of the aggregate Commitments of the
Declining Lender. The Extending Lenders, or any of them, may offer to increase
their respective Commitments by an aggregate amount up to the aggregate amount
of the Declining Lenders' Commitments and any such Extending Lender shall
deliver to the Administrative Agent a notice of its offer to so increase its
Commitment no

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                Winn-Dixie Amended and Restated Credit Agreement

<PAGE>

later than 10 days prior to such Stated Maturity Date. To the extent of any
shortfall in the aggregate amount of extended Commitments, Winn-Dixie shall have
the right to require any Declining Lender to assign in full its rights and
obligations under this Agreement to one or more Eligible Assignees designated by
Winn-Dixie and acceptable to the Administrative Agent, such acceptance not to be
unreasonably withheld, that agree to accept all of such rights and obligations
(each a "Replacement Lender"), provided that (a) such increase and/or such
assignment is otherwise in compliance with Section 10.11.1, (b) such Declining
Lender receives payment in full of the unpaid principal amount of the Loans made
by such Declining Lender, together with accrued interest thereon to the date of
such payment of principal and all other amounts payable to such Declining Lender
under this Agreement and (c) any such increase shall be effective on the Stated
Maturity Date in effect at the time Winn-Dixie requests such extension and any
such assignment shall be effective on the date specified by Winn-Dixie and
agreed to by the Replacement Lender and the Administrative Agent. If Extending
Lenders and Replacement Lenders provide Commitments in an aggregate amount
greater than 75% of the aggregate amount of the Commitments outstanding 60 days
(or such later date, if any, as shall be agreed upon by the Administrative
Borrower and the Agents in writing) prior to the Stated Maturity Date in effect
at the time Winn-Dixie requests such extension, the Stated Maturity Date shall
be extended by 364 days for such Extending Lenders and Replacement Lenders.

     SECTION 2.9. Joint and Several Liability. Each Borrower shall be jointly
and severally liable for all Revolving Loans, Letter of Credit Outstandings and
other Obligations of the Borrowers. Each Borrower shall have a right of
contribution against the other Borrowers to the extent payments made by such
Borrower exceed the amount of Credit Extensions and related Obligations directly
obtained by such Borrower.

                                  ARTICLE III
                   REPAYMENTS, PREPAYMENTS, INTEREST AND FEES

     SECTION 3.1. Repayments and Prepayments. Each Borrower agrees that the
Loans shall be repaid and prepaid pursuant to the following terms.

     SECTION 3.1.1. Repayments and Prepayments. Each Borrower shall repay in
full the unpaid principal amount of each Loan upon the applicable Stated
Maturity Date therefor. Prior thereto, payments and prepayments of the Loans
shall or may be made as set forth below.

          (a)  At any time and from time to time on any Business Day, each
     Borrower shall have the right to make a voluntary prepayment without
     premium or penalty (subject to Section 4.4 hereof), in whole or in part, of
     the outstanding principal amount of any

               (i)   Revolving Loans; provided, however, that (A) all such
          prepayments shall be made pro rata among the Revolving Loans of the
          same type and, if applicable, having the same Interest Period of all
          Lenders that have made such Revolving Loans; (B) all such voluntary
          prepayments shall require at least one but no more than five Business
          Days' prior notice to the Administrative Agent; and (C) all such
          voluntary partial prepayments shall be, in the case of LIBO Rate
          Loans, in an aggregate minimum amount of $5,000,000 and an integral
          multiple of $1,000,000 and, in the case of Base Rate Loans, in an
          aggregate minimum amount of $1,000,000 and an integral multiple of
          $100,000; and

               (ii)  Swing Line Loans; provided that (A) all such voluntary
          prepayments shall require prior telephonic notice to the Swing Line
          Lender on or before 1:00 p.m. (New York time) on the day of such
          prepayment (such notice to be confirmed in writing

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          within 24 hours thereafter); and (B) all such voluntary partial
          prepayments shall be in an aggregate minimum amount of $200,000 and an
          integral multiple of $100,000.

          (b)  (i) On each date when the sum of (A) the aggregate outstanding
     principal amount of all Revolving Loans and Swing Line Loans and (B) the
     aggregate amount of all Letter of Credit Outstandings exceeds the Borrowing
     Base, the Borrowers shall make a mandatory prepayment of Revolving Loans or
     Swing Line Loans (or both) and, if necessary, Cash Collateralize all Letter
     of Credit Outstandings, in an aggregate amount equal to any such excess and
     (ii) within five Business Days after any Borrower or any of its
     Subsidiaries realizes any Net Disposition Proceeds in excess of $2,500,000
     (for an individual disposition or collectively for a related series of
     dispositions), the Borrowers shall make a mandatory prepayment of Revolving
     Loans or Swing Line Loans (or both) and, if necessary, Cash Collateralize
     all Letter of Credit Outstandings, in an aggregate amount equal to the
     amount of such Net Disposition Proceeds (provided, that so long as no
     Default has occurred and is continuing, if the making of such prepayment
     would result in the breakage of any Interest Period, the Borrowers may make
     such prepayment at the end of the then applicable Interest Periods).

          (c)  Immediately upon any acceleration of the Stated Maturity Date of
     any Loans pursuant to Section 8.2 or Section 8.3, each Borrower shall repay
     all the Loans, unless, pursuant to Section 8.3, only a portion of all the
     Loans is so accelerated (in which case the portion so accelerated shall be
     so repaid).

Each prepayment of any Loans made pursuant to this Section shall be without
premium or penalty, except as may be required by Section 4.4.

     SECTION 3.2. Interest Provisions. Interest on the outstanding principal
amount of Loans shall accrue and be payable in accordance with the terms set
forth below.

     SECTION 3.2.1. Rates. Subject to Section 2.3.2, pursuant to an
appropriately delivered Borrowing Request or Continuation/Conversion Notice, the
Borrower may elect that Loans comprising a Borrowing accrue interest at a rate
per annum:

          (a)  on that portion maintained from time to time as a Base Rate Loan,
     equal to the sum of the Alternate Base Rate from time to time in effect
     plus the Applicable Margin; provided that all Swing Line Loans shall always
     accrue interest at a rate per annum equal to the sum of the Alternate Base
     Rate from time to time in effect plus the then effective Applicable Margin
     for Revolving Loans maintained as Base Rate Loans; and

          (b)  on that portion maintained as a LIBO Rate Loan, during each
     Interest Period applicable thereto, equal to the sum of the LIBO Rate
     (Reserve Adjusted) for such Interest Period plus the Applicable Margin.

All LIBO Rate Loans shall bear interest from and including the first day of the
applicable Interest Period to (but not including) the last day of such Interest
Period at the interest rate determined as applicable to such LIBO Rate Loan.

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                Winn-Dixie Amended and Restated Credit Agreement

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     SECTION 3.2.2. Default Rates. Upon the occurrence and during the
continuance of a Default, if demanded by the Administrative Agent (or
automatically in the case of the occurrence of an event described in Section
8.1.9), the Borrower shall pay to the extent permitted by law:

          (a)  in the case of LIBO Rate Loans only, (i) interest (after as well
     as before judgment) on the principal amount of all outstanding LIBO Rate
     Loans at a rate per annum equal to the LIBO Rate (Reserve Adjusted) from
     time to time in effect, plus, the Applicable Margin for LIBO Rate Loans,
     plus, 2% per annum, until the expiration of the applicable Interest Period
     in effect at such time, and (ii) thereafter, in accordance with clause (b)
     of this Section 3.2.2; and

          (b)  in the case of Base Rate Loans, Swing Line Loans and all other
     amounts payable under this Agreement, interest (after as well as before
     judgment) on (i) the principal amount of all outstanding Loans, (ii) all
     unpaid interest and fees payable hereunder and (iii) any other amounts due
     and payable, in each case at a rate per annum equal to the Alternate Base
     Rate from time to time in effect, plus the Applicable Margin for Base Rate
     Loans, plus 2% per annum.

     SECTION 3.2.3. Payment Dates. Interest accrued on each Loan shall be
payable, without duplication:

          (a)  on the Stated Maturity Date therefor;

          (b)  on the date of any payment or prepayment, in whole or in part, of
     principal outstanding on such Loan on the principal amount so paid or
     prepaid;

          (c)  with respect to Base Rate Loans, on each Quarterly Payment Date
     in arrears occurring after the Closing Date;

          (d)  with respect to LIBO Rate Loans, on the last day of each
     applicable Interest Period (and, if such Interest Period shall exceed three
     months, on the date occurring on each three-month interval occurring after
     the first day of such Interest Period);

          (e)  with respect to any Base Rate Loans converted into LIBO Rate
     Loans on a day when interest would not otherwise have been payable pursuant
     to clause (c), on the date of such conversion; and

          (f)  on that portion of any Loans the Stated Maturity Date of which is
     accelerated pursuant to Section 8.2 or Section 8.3, immediately upon such
     acceleration.

Interest accrued on Loans or other monetary Obligations after the date such
amount is due and payable (whether on the Stated Maturity Date, upon
acceleration or otherwise) shall be payable upon demand.

     SECTION 3.3. Fees. Each Borrower agrees to pay the fees set forth below.
All such fees shall be non-refundable.

     SECTION 3.3.1. Unused Line Fee. The Borrowers agree to pay to the
Administrative Agent for the account of each Lender, for the period (including
any portion thereof when any of its Commitments are suspended by reason of the
Borrowers' inability to satisfy any condition of Article V) commencing on the
Closing Date and continuing through the Commitment Termination Date, an unused
line fee in an amount equal to 0.375% per annum, in each case on such Lender's
Percentage of the sum of the average monthly unused portion of the applicable
Commitment Amount (net of Letter of Credit Outstandings). All unused line fees
payable pursuant to this Section shall be calculated on a year comprised of 360
days

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and payable by the Borrowers in arrears on each Quarterly Payment Date,
commencing with the first Quarterly Payment Date following the Closing Date, and
on the Commitment Termination Date. The making of Swing Line Loans shall not
constitute usage of the Revolving Loan Commitment with respect to the
calculation of unused line fees to be paid by the Borrowers to the Lenders.

     SECTION 3.3.2. Agents' Fees. The Borrowers agree to pay the fees in the
amounts, on the dates and on the terms set forth in the Proposal Letter.

     SECTION 3.3.3. Letter of Credit Fee. The Borrowers agree to pay to the
Administrative Agent, for the pro rata account of each Lender, a Letter of
Credit fee (a) with respect to import Letters of Credit, in an amount equal to
50% of the then effective Applicable Margin for Revolving Loans maintained as
LIBO Rate Loans, multiplied by the Average Stated Amount for all import Letters
of Credit, and (b) with respect to standby Letters of Credit, in an amount equal
to the then effective Applicable Margin for Revolving Loans maintained as LIBO
Rate Loans, multiplied by the Average Stated Amount for all standby Letters of
Credit, such fees being payable quarterly in arrears on each Quarterly Payment
Date following the date of issuance of each such Letter of Credit and on the
Commitment Termination Date. The Borrowers further agree to pay to the
applicable Issuer quarterly in arrears on each Quarterly Payment Date following
the date of issuance of each standby Letter of Credit and on the Commitment
Termination Date, a fronting fee in an amount equal to 0.25% per annum
multiplied by the Average Stated Amount for all outstanding standby Letters of
Credit (such fee, the "Fronting Fee"), together with the Issuer's customary
administrative, amendment, drawing, transfer and other fees incurred with
respect to such Letters of Credit.

                                   ARTICLE IV
                     CERTAIN LIBO RATE AND OTHER PROVISIONS

     SECTION 4.1. LIBO Rate Lending Unlawful. If any Lender shall determine
(which determination shall, upon notice thereof to the Administrative Borrower
and the Administrative Agent, be conclusive and binding on the Borrowers) that
the introduction of or any change in or in the interpretation of any law makes
it unlawful, or any Governmental Authority asserts that it is unlawful, for such
Lender to make or continue any Loan as, or to convert any Loan into, a LIBO Rate
Loan, the obligations of such Lender to make, continue or convert any such LIBO
Rate Loan shall, upon such determination, forthwith be suspended until such
Lender shall notify the Administrative Agent that the circumstances causing such
suspension no longer exist, and all outstanding LIBO Rate Loans payable to such
Lender shall automatically convert into Base Rate Loans at the end of the then
current Interest Periods with respect thereto or sooner, if required by such law
or assertion.

     SECTION 4.2. Deposits Unavailable; Market Disruptions. If the
Administrative Agent shall have determined that

          (a)  Dollar deposits in the relevant amount and for the relevant
     Interest Period are not available to it in its relevant market; or

          (b)  by reason of circumstances affecting its relevant market,
     adequate means do not exist for ascertaining the interest rate applicable
     hereunder to LIBO Rate Loans;

then, upon notice from the Administrative Agent to the Administrative Borrower
and the Lenders, the obligations of all Lenders under Section 2.3 and Section
2.4 to make or continue any Loans as, or to convert any Loans into, LIBO Rate
Loans shall forthwith be suspended until the Administrative Agent shall notify
the Administrative Borrower and the Lenders that the circumstances causing such
suspension no longer exist.

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                Winn-Dixie Amended and Restated Credit Agreement

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     SECTION 4.3. Increased LIBO Rate Loan Costs, etc. The Borrowers agree to
reimburse each Lender and Issuer for any increase in the cost to such Lender or
Issuer of, or any reduction in the amount of any sum receivable by such Secured
Party in respect of, such Secured Party's Commitments and the making of Credit
Extensions hereunder (including the making, continuing or maintaining (or of its
obligation to make or continue) any Loans as, or of converting (or of its
obligation to convert) any Loans into, LIBO Rate Loans) that arise in connection
with any change in, or the introduction, adoption, effectiveness,
interpretation, reinterpretation or phase-in after the Closing Date of, any law
or regulation, directive, guideline, decision or request (whether or not having
the force of law) of any Governmental Authority, except for such changes with
respect to increased capital costs and Taxes which are governed by Sections 4.5
and 4.6, respectively. Each affected Secured Party shall promptly notify the
Administrative Agent and the Administrative Borrower in writing of the
occurrence of any such event, stating the reasons therefor and the additional
amount required fully to compensate such Secured Party for such increased cost
or reduced amount. Such additional amounts shall be payable by the Borrowers
directly to such Secured Party within five days of its receipt of such notice,
and such notice shall, in the absence of manifest error, be conclusive and
binding on the Borrowers.

     SECTION 4.4. Funding Losses. In the event any Lender shall incur any loss
or expense (including any loss or expense incurred by reason of the liquidation
or reemployment of deposits or other funds acquired by such Lender to make or
continue any portion of the principal amount of any Loan as, or to convert any
portion of the principal amount of any Loan into, a LIBO Rate Loan) as a result
of

          (a)  any conversion or repayment or prepayment of the principal amount
     of any LIBO Rate Loan on a date other than the scheduled last day of the
     Interest Period applicable thereto, whether pursuant to Article III or
     otherwise (and including without limitation any repayment or prepayment or
     assignment pursuant to Sections 2.8, 4.11 or 10.11.1(f)), or the Borrowers
     failing to make a prepayment after giving notice thereof);

          (b)  any Loans not being made as LIBO Rate Loans in accordance with
     the Borrowing Request therefor; or

          (c)  any Loans not being continued as, or converted into, LIBO Rate
     Loans in accordance with the Continuation/Conversion Notice therefor;

then, upon the written notice of such Lender to the Administrative Borrower
(with a copy to the Administrative Agent), the Administrative Borrower shall,
within five days of its receipt thereof, pay directly to such Lender such amount
as will (in the reasonable determination of such Lender) reimburse such Lender
for such loss or expense. Such written notice shall, in the absence of manifest
error, be conclusive and binding on the Borrowers.

     SECTION 4.5. Increased Capital Costs. If any change in, or the
introduction, adoption, effectiveness, interpretation, reinterpretation or
phase-in of, any law or regulation, directive, guideline, decision or request
(whether or not having the force of law) of any Governmental Authority affects
or would affect the amount of capital required or expected to be maintained by
any Secured Party or any Person controlling such Secured Party, and such Secured
Party determines (in good faith but in its sole and absolute discretion) that
the rate of return on its or such controlling Person's capital as a consequence
of the Commitments or the Credit Extensions made, or the Letters of Credit
participated in, by such Secured Party is reduced to a level below that which
such Secured Party or such controlling Person could have achieved but for the
occurrence of any such circumstance, then upon notice from time to time by such
Secured Party to the Administrative Borrower, the Borrowers shall within five
days following receipt of such notice pay directly to such Secured Party
additional amounts sufficient to compensate such Secured Party or such
controlling Person for such reduction in rate of return. A statement of such

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                Winn-Dixie Amended and Restated Credit Agreement

<PAGE>

Secured Party as to any such additional amount or amounts shall, in the absence
of manifest error, be conclusive and binding on the Borrowers. In determining
such amount, such Secured Party may use any method of averaging and attribution
that it (in its sole and good faith discretion) shall deem applicable.

     SECTION 4.6. Taxes. The Borrowers covenant and agree as follows with
respect to Taxes.

          (a)  Any and all payments by the Borrowers under each Loan Document
     shall be made without setoff, counterclaim or other defense, and free and
     clear of, and without deduction or withholding for or on account of, any
     Taxes, except to the extent any such Taxes are imposed by applicable law.
     In the event that any Taxes are imposed and required by applicable law to
     be deducted or withheld from any payment required to be made by any Obligor
     to or on behalf of any Secured Party under any Loan Document, then:

               (i)  subject to clause (f), if such Taxes are Non-Excluded Taxes,
          the amount of such payment shall be increased as may be necessary so
          that such payment is made, after withholding or deduction for or on
          account of such Taxes, in an amount that is not less than the amount
          provided for in such Loan Document; and

               (ii) the applicable Borrower shall withhold the full amount of
          such Taxes from such payment (as increased pursuant to clause (a)(i))
          and shall pay such amount to the Governmental Authority imposing such
          Taxes in accordance with applicable law.

          (b)  In addition, the Borrowers shall pay all Other Taxes imposed to
     the relevant Governmental Authority imposing such Other Taxes in accordance
     with applicable law.

          (c)  As promptly as practicable after the payment of any Taxes or
     Other Taxes, and in any event within 45 days of any such payment being due,
     the Borrowers shall furnish to the Administrative Agent a copy of an
     official receipt (or a certified copy thereof) evidencing the payment of
     such Taxes or Other Taxes. The Administrative Agent shall make copies
     thereof available to any Lender upon request therefor.

          (d)  Subject to clause (f), the Borrowers shall indemnify each Secured
     Party for any Non-Excluded Taxes and Other Taxes levied, imposed or
     assessed on (and whether or not paid directly by) such Secured Party
     whether or not such Non-Excluded Taxes or Other Taxes are correctly or
     legally asserted by the relevant Governmental Authority. Promptly upon
     having knowledge that any such Non-Excluded Taxes or Other Taxes have been
     levied, imposed or assessed, and promptly upon notice thereof by any
     Secured Party, the applicable Borrower shall pay such Non-Excluded Taxes or
     Other Taxes directly to the relevant Governmental Authority (provided,
     however, that no Secured Party shall be under any obligation to provide any
     such notice to the Borrowers). In addition, the Borrowers shall indemnify
     each Secured Party for any incremental Taxes that may become payable by
     such Secured Party as a result of any failure of any Borrower to pay any
     Taxes when due to the appropriate Governmental Authority or to deliver to
     the Administrative Agent, pursuant to clause (c), documentation evidencing
     the payment of Taxes or Other Taxes. With respect to indemnification for
     Non-Excluded Taxes and Other Taxes actually paid by any Secured Party or
     the indemnification provided in the immediately preceding sentence, such
     indemnification shall be made within 30 days after the date such Secured
     Party makes written demand therefor. The Borrowers acknowledge that any
     payment made to any Secured Party or to any Governmental Authority in
     respect of the indemnification obligations of the Borrowers provided in
     this clause shall constitute a payment in respect of which the provisions
     of clause (a) and this clause shall apply.

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                Winn-Dixie Amended and Restated Credit Agreement

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          (e)  Each Non-U.S. Lender, on or prior to the date on which such
     Non-U.S. Lender becomes a Lender hereunder (and from time to time
     thereafter upon the request of the Administrative Borrower or the
     Administrative Agent, but only for so long as such Non-U.S. Lender is
     legally entitled to do so), shall deliver to the Administrative Borrower
     and the Administrative Agent either (i) two duly completed copies of either
     (x) Internal Revenue Service Form W-8BEN claiming eligibility of Non-U.S.
     Lenders to the benefits of an income tax treaty to which the United States
     is party or (y) Internal Revenue Service Form W-8ECI, or in either case an
     applicable successor form; or (ii) in the case of a Non-U.S. Lender that is
     not legally entitled to deliver either form listed in clause (e)(i), (x) a
     certificate to the effect that such Non-U.S. Lender is not (A) a "bank"
     within the meaning of Section 881(c)(3)(A) of the Code, (B) a "10 percent
     shareholder" of a Borrower within the meaning of Section 881(c)(3)(B) of
     the Code, or (C) a controlled foreign corporation receiving interest from a
     related person within the meaning of Section 881(c)(3)(C) of the Code
     (referred to as an "Exemption Certificate") and (y) two duly completed
     copies of Internal Revenue Service Form W-8BEN or applicable successor
     form.

          (f)  The Borrowers shall not be obligated to pay any additional
     amounts to any Lender pursuant to clause (a)(i), or to indemnify any Lender
     pursuant to clause (d), in respect of United States federal withholding
     taxes to the extent imposed as a result of (i) the failure of such Lender
     to deliver to a Borrower the form or forms and/or an Exemption Certificate,
     as applicable to such Lender, pursuant to clause (e), (ii) such form or
     forms and/or Exemption Certificate not establishing a complete exemption
     from U.S. federal withholding tax or the information or certifications made
     therein by the Lender being untrue or inaccurate on the date delivered in
     any material respect, or (iii) the Lender designating a successor lending
     office at which it maintains its Loans which has the effect of causing such
     Lender to become obligated for tax payments in excess of those in effect
     immediately prior to such designation; provided, however, that the
     Borrowers shall be obligated to gross up any payments to any such Lender
     pursuant to clause (a)(i), and to indemnify any such Lender pursuant to
     clause (d), in respect of United States federal withholding taxes if (i)
     any such failure to deliver a form or forms or an Exemption Certificate or
     the failure of such form or forms or Exemption Certificate to establish a
     complete exemption from U.S. federal withholding tax or inaccuracy or
     untruth contained therein resulted from a change in any applicable statute,
     treaty, regulation or other applicable law or any interpretation of any of
     the foregoing occurring after the Closing Date, which change rendered such
     Lender no longer legally entitled to deliver such form or forms or
     Exemption Certificate or otherwise ineligible for a complete exemption from
     U.S. federal withholding tax, or rendered the information or certifications
     made in such form or forms or Exemption Certificate untrue or inaccurate in
     a material respect, (ii) the redesignation of the Lender's lending office
     was made at the request of any Borrower or (iii) the obligation to pay any
     additional amounts to any such Lender pursuant to clause (a)(i) or to
     indemnify any such Lender pursuant to clause (d) is with respect to an
     Assignee Lender that becomes an Assignee Lender as a result of an
     assignment made at the request of any Borrower.

     SECTION 4.7. Payments, Computations, etc. Unless otherwise expressly
provided in a Loan Document, all payments by the Borrowers pursuant to each Loan
Document shall be made by the Borrowers to the Administrative Agent for the pro
rata account of the Secured Parties entitled to receive such payment. All
payments shall be made without setoff, deduction or counterclaim not later than
11:00 a.m. on the date due in same day or immediately available funds to such
account as the Administrative Agent shall specify from time to time by notice to
the Administrative Borrower. Funds received after that time shall be deemed to
have been received by the Administrative Agent on the next succeeding Business
Day. The Administrative Agent shall promptly remit in same day funds to each
Secured Party its share, if any, of such payments received by the Administrative
Agent for the account of such Secured Party. All interest (including interest on
LIBO Rate Loans) and fees shall be computed on

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<PAGE>

the basis of the actual number of days (including the first day but excluding
the last day) occurring during the period for which such interest or fee is
payable over a year comprised of 360 days (or, in the case of interest on a Base
Rate Loan, 365 days or, if appropriate, 366 days). Payments due on other than a
Business Day shall (except as otherwise required by clause (c) of the definition
of "Interest Period") be made on the next succeeding Business Day and such
extension of time shall be included in computing interest and fees in connection
with that payment. The Administrative Agent shall apply amounts contained in the
accounts of the Borrowers maintained with the Administrative Agent to amounts
due to the Agents and the Lenders under the Loan Documents when due.

     SECTION 4.8. Sharing of Payments. If any Secured Party shall obtain any
payment or other recovery (whether voluntary, involuntary, by application of
setoff or otherwise) on account of any Credit Extension or Reimbursement
Obligation (other than pursuant to the terms of Sections 4.3, 4.4, 4.5 or 4.6)
in excess of its pro rata share of payments obtained by all Secured Parties,
such Secured Party shall purchase from the other Secured Parties such
participations in Credit Extensions made by them as shall be necessary to cause
such purchasing Secured Party to share the excess payment or other recovery
ratably (to the extent such other Secured Parties were entitled to receive a
portion of such payment or recovery) with each of them; provided, however, that
if all or any portion of the excess payment or other recovery is thereafter
recovered from such purchasing Secured Party, the purchase shall be rescinded
and each Secured Party which has sold a participation to the purchasing Secured
Party shall repay to the purchasing Secured Party the purchase price to the
ratable extent of such recovery together with an amount equal to such selling
Secured Party's ratable share (according to the proportion of (a) the amount of
such selling Secured Party's required repayment to the purchasing Secured Party
to (b) total amount so recovered from the purchasing Secured Party) of any
interest or other amount paid or payable by the purchasing Secured Party in
respect of the total amount so recovered. The Borrowers agree that any Secured
Party purchasing a participation from another Secured Party pursuant to this
Section may, to the fullest extent permitted by law, exercise all its rights of
payment (including pursuant to Section 4.9) with respect to such participation
as fully as if such Secured Party were the direct creditor of the applicable
Borrower in the amount of such participation. If under any applicable
bankruptcy, insolvency or other similar law any Secured Party receives a secured
claim in lieu of a setoff to which this Section applies, such Secured Party
shall, to the extent practicable, exercise its rights in respect of such secured
claim in a manner consistent with the rights of the Secured Parties entitled
under this Section to share in the benefits of any recovery on such secured
claim.

     SECTION 4.9. Setoff. Each Secured Party shall, upon the occurrence and
during the continuance of any Default described in clauses (a) through (d) of
Section 8.1.9 or, with the consent of the Required Lenders, upon the occurrence
and during the continuance of any other Event of Default, have the right to
appropriate and apply to the payment of the Obligations owing to it (whether or
not then due), and (as security for such Obligations) the Borrowers hereby grant
to each Secured Party a continuing security interest in, any and all balances,
credits, deposits, accounts or moneys of the Borrowers then or thereafter
maintained with such Secured Party; provided, however, that any such
appropriation and application shall be subject to the provisions of Section 4.8.
Each Secured Party agrees promptly to notify the Administrative Borrower and the
Administrative Agent after any such setoff and application made by such Secured
Party; provided, however, that the failure to give such notice shall not affect
the validity of such setoff and application. The rights of each Secured Party
under this Section are in addition to other rights and remedies (including other
rights of setoff under applicable law or otherwise) which such Secured Party may
have.

     SECTION 4.10. Defaulting Lenders. Notwithstanding anything in this
Agreement to the contrary, as to any Lender which (a) has refused (which refusal
has not been retracted) to make available its portion of any Borrowing or to
fund its portion of any unreimbursed (or disgorged) payment under

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Section 2.6.1 or (b) has given notice to the Administrative Agent and/or the
Administrative Borrower that it does not intend to comply with its obligations
under Section 2.1 or under Section 2.6.1:

          (i)   such Lender shall not be deemed a Required Lender hereunder and
     such Lender's (A) Revolving Loan Commitments, (B) Loans and (C) Letter of
     Credit Outstandings shall be excluded from the calculations set forth in
     the definition of Required Lenders above;

          (ii)  such Lender shall not be entitled to receive any portion of (A)
     Letter of Credit fees, (B) interest payable with respect to any
     Disbursements or (C) amounts received in respect of Disbursements; and

          (iii) such Lender shall not be entitled to receive any unused line
     fee.

In addition to the foregoing, and notwithstanding Section 2.1.2, if any Lender
shall fall within the description set forth in clause (a) or (b) above, the
Issuer shall not be required to issue any Letter of Credit, unless arrangements
reasonably satisfactory to the Issuer have been entered into to eliminate the
Issuer's risk with respect to the participation in Letters of Credit by such
Lender, including cash collateralizing such Lender's Letter of Credit
Commitment.

     SECTION 4.11. Replacement of Lenders. If (a) the Administrative Borrower
receives notice from any Lender requesting increased costs or additional amounts
under Sections 4.3, 4.5 or 4.6 not being requested generally by other Lenders,
(b) any Lender is affected in the manner described in Section 4.1, or (c) a
Lender becomes a Defaulting Lender, then, in each case, the Borrowers shall have
the right, so long as no Default shall have occurred and be continuing, and
unless, in the case of clause (a), such Lender has removed or cured the
conditions which resulted in the obligation to pay such increased costs or
additional amounts or agreed to waive and otherwise forego any right it may have
to any payments provided for under Sections 4.3, 4.5 or 4.6 in respect of such
conditions, to replace in its entirety such Lender (the "Replaced Lender"), upon
prior written notice to the Administrative Agent and such Replaced Lender, with
Replacement Lenders; provided, however, that, at the time of any replacement
pursuant to this Section 4.11, the Replaced Lender and the Replacement Lenders
shall enter into (and each Replaced Lender hereby unconditionally agreeing to
enter into) one or more Lender Assignment Agreement(s) (appropriately
completed), pursuant to which (i) the Replacement Lender shall acquire all of
the Commitments and outstanding Revolving Loans of the Replaced Lender and, in
connection therewith, shall pay (x) to the Replaced Lender in respect thereof an
amount equal to the sum of (a) an amount equal to the principal of, and all
accrued but unpaid interest on, all outstanding Loans of the Replaced Lender and
(b) an amount equal to all accrued but theretofore unpaid fees owing to the
Replaced Lender pursuant to Sections 3.3.1 and 3.3.3, and (y) to the Issuer, an
amount equal to any portion of the Replaced Lender's funding of an unpaid
drawing under a Letter of Credit as to which the Replaced Lender is then in
default; and (ii) the Borrowers shall pay to the Replaced Lender any other
amounts payable to the Replaced Lender under this Agreement (including amounts
payable under Sections 4.1, 4.3, 4.4, 4.5 and 4.6 which have accrued to the date
of such replacement). Upon the execution of the Lender Assignment Agreement(s),
the payment of the amounts referred to in the preceding sentence and, if so
requested by the Replacement Lenders, delivery to the Replacement Lenders of the
applicable Note(s) executed by the Borrower, the Replacement Lenders shall
automatically become Lenders hereunder and the Replaced Lender shall cease to
constitute a Lender hereunder, except with respect to indemnification provisions
under this Agreement, which shall survive as to such Replaced Lender. It is
understood and agreed that if any Replaced Lender shall fail to enter into a
Lender Assignment Agreement in accordance with the foregoing, it shall be deemed
to have entered into such a Lender Assignment Agreement.

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                Winn-Dixie Amended and Restated Credit Agreement

<PAGE>

                                   ARTICLE V
            CONDITIONS TO EFFECTIVENESS AND INITIAL CREDIT EXTENSIONS

     SECTION 5.1. Effectiveness and Initial Credit Extension. The effectiveness
of this Amended and Restated Credit Agreement, and the obligations of the
Lenders and, if applicable, the Issuer to fund the initial Credit Extension,
shall be subject to the prior or concurrent satisfaction of each of the
conditions precedent set forth in this Article.

     SECTION 5.1.1. Resolutions, etc. The Agents shall have received from each
Obligor which is not a natural Person, as applicable, (i) a copy of a good
standing certificate, dated a date reasonably close to the Closing Date, for
each such Person and (ii) a certificate, dated the Closing Date with
counterparts for each Lender, duly executed and delivered by such Person's
Secretary or Assistant Secretary, managing member or general partner, as
applicable, as to

          (a)  resolutions of each such Person's Board of Directors (or other
     managing body, in the case of other than a corporation) then in full force
     and effect expressly and specifically authorizing, to the extent relevant,
     the execution, delivery and performance of each Loan Document to be
     executed by each Person and the transactions contemplated hereby and
     thereby;

          (b)  the incumbency and signatures of those of its officers, managing
     member or general partner, as applicable, authorized to act with respect to
     each Loan Document to be executed by such Person; and

          (c)  the full force and validity of each Organic Document of such
     Person and copies thereof;

upon which certificates each Secured Party may conclusively rely until it shall
have received a further certificate of the Secretary, Assistant Secretary,
managing member or general partner, as applicable, of any such Person canceling
or amending the prior certificate of such Person.

     SECTION 5.1.2. Closing Date Certificate. The Agents shall have received,
with counterparts for each Lender, the Borrower Closing Date Certificate, dated
the Closing Date and duly executed and delivered by an Authorized Officer of
each Borrower, in which certificate the Borrowers shall agree and acknowledge
that the statements made therein shall be deemed in all material respects to be
true and correct representations and warranties of the Borrowers as of such
date, and, at the time each such certificate is delivered, such statements shall
in fact be true and correct in all material respects. All documents and
agreements required to be appended to the Borrower Closing Date Certificate
shall be in form and substance satisfactory to the Agents, including the
certificates of incorporation and by-laws for the Borrowers.

     SECTION 5.1.3. Refinancing of Outstanding Indebtedness, etc. All
Indebtedness outstanding under the Existing Credit Agreement together with all
interest, all prepayment premiums and other amounts due and payable with respect
thereto to the Existing Lenders who are not Lenders party hereto, shall have
been refinanced in full from the proceeds of Revolving Loans made by Lenders
party hereto and the commitments of such Existing Lenders shall have been
assigned to Lenders party hereto in accordance with the provisions of Sections
10.11.1 and 10.16.

     SECTION 5.1.4. Closing Fees, Expenses, etc. The Agents shall have received
for their own account, or for the account of each Lender, as the case may be,
all fees, costs and expenses due and payable pursuant to Sections 3.3 and, to
the extent invoiced, 10.3.

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                Winn-Dixie Amended and Restated Credit Agreement

<PAGE>

     SECTION 5.1.5. Financial Information, etc. The Agents shall have received,
with counterparts for each Lender,

          (a)  audited consolidated financial statements of Winn-Dixie and its
     Subsidiaries for the 2003 Fiscal Year satisfactory to the Agents;

          (b)  financial projections of Winn-Dixie and its Subsidiaries through
     the 2007 Fiscal Year satisfactory to the Agents.

     SECTION 5.1.6. Compliance Certificate. The Agents shall have received, with
counterparts for each Lender, an initial Compliance Certificate on a pro forma
basis as if the Closing Date occurred on the date of Winn-Dixie's last Fiscal
Quarter end and as to such items therein as the Agents reasonably request, dated
the Closing Date, duly executed (and with all schedules thereto duly completed)
and delivered by the chief financial or accounting Authorized Officer of the
Borrowers, and such Compliance Certificate shall be satisfactory in form and
substance to the Agents.

     SECTION 5.1.7. Opinions of Counsel. The Agents shall have received
opinions, dated the Closing Date and addressed to the Agents and all Lenders,
from Kirschner & Legler, P.A., counsel for the Obligors, in form and substance
satisfactory to the Agents.

     SECTION 5.1.8. Filings. All Uniform Commercial Code financing statements or
other similar financing statements and Uniform Commercial Code (Form UCC-3)
termination statements required pursuant to the Loan Documents (collectively,
the "Filing Statements") shall have been delivered to CSC or another similar
filing service company acceptable to the Administrative Agent, including "in
lieu" financing statements in accordance with the revised Uniform Commercial
Code.

     SECTION 5.1.9. Subsidiary Guaranty. The Agents shall have received, with
counterparts for each Lender, a duly executed acknowledgment, reaffirmation and
agreement from all parties to the Subsidiary Guaranty and the Security
Documents, dated as of the Closing Date, in form and substance reasonably
satisfactory to the Agents, with respect to this Agreement and the Security
Documents (the "Subsidiary Guaranty Reaffirmation").

     SECTION 5.1.10. Solvency, etc. The Agents shall have received, with
counterparts for each Lender, a certificate duly executed and delivered by the
chief financial or accounting Authorized Officer of the Borrowers, dated as of
the Closing Date, substantially in the form of Exhibit M hereto.

     SECTION 5.1.11. Pledge Agreements. The Agents and their counsel shall be
satisfied that (i) the Lien granted to the Administrative Agent, for the benefit
of the Secured Parties, in the collateral described in each Pledge Agreement is
a first priority (or local equivalent thereof) security interest; and (ii) no
Lien exists on any of the collateral described in any Pledge Agreement other
than the Lien created in favor of the Administrative Agent, for the benefit of
the Secured Parties, pursuant to a Loan Document, subject in each case to any
Designated Permitted Liens.

     SECTION 5.1.12. Foreign Pledge Agreements. The Agents and their counsel
shall be satisfied that all Liens granted to the Administrative Agent pursuant
to the Foreign Pledge Agreements are duly perfected and provide the
Administrative Agent with a security interest in and Lien on all collateral
granted thereunder free and clear of other Liens, except to the extent consented
to by the Agents and subject to any Designated Permitted Liens.

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                Winn-Dixie Amended and Restated Credit Agreement

<PAGE>

     SECTION 5.1.13. Security Agreement Searches and Filings.

     (a)  The Agents shall have received certified copies of UCC Requests for
Information or Copies (Form UCC-11), or a similar search report certified by a
party acceptable to the Administrative Agent, dated a date reasonably near to
the Closing Date, listing all effective financing statements, tax liens and
judgment liens which name such Obligor (under its present names and any previous
names) as the debtor and which are filed in any applicable jurisdictions,
together with copies of such financing statements (none of which (other than (A)
those described in Section 5.1.8, if such Form UCC-11 or search report, as the
case may be, is current enough to list such financing statements described in
Section 5.1.8, (B) those which name the Administrative Agent as the secured
party and describe a security interest granted to the Administrative Agent in
the interests of such Obligor in collateral pledged pursuant to a Security
Agreement and (C) financing statements evidencing Liens permitted pursuant to
clause (b) of Section 7.2.3) shall cover any collateral described in any Loan
Document).

     (b)  The Administrative Agent and its counsel shall be satisfied that (i)
the Lien granted to the Administrative Agent, for the benefit of the Secured
Parties in the collateral (other than motor vehicles, motor vehicle trailers,
Florida liquor licenses, fixtures, Deposit Accounts (as defined in the Borrower
Security Agreement) that are not Majority Accounts and investment property not
constituting Capital Securities pledged pursuant to a Pledge Agreement or
investments held in the Majority Accounts) described in each Security Agreement
is a first (subject to Designated Permitted Liens) priority (or local equivalent
thereof) security interest, but in all cases with the Majority Accounts being
subject to the provisions of Sections 5.1.22 and 7.1.10(c); and (ii) no Lien
(other than Designated Permitted Liens) exists on any of the collateral
described in any Security Agreement other than the Lien created in favor of the
Administrative Agent, for the benefit of the Secured Parties, pursuant to a Loan
Document.

     SECTION 5.1.14. Insurance. The Agents shall have received (a) a
satisfactory broker's letter stating that the Borrowers' insurance coverage is
sufficient and customary as provided therein and complies with the requirements
of the Loan Documents and (b) evidence of insurance (including, without
limitation, property insurance) satisfactory to the Agents, including
endorsements naming the Administrative Agent as additional insured and loss
payee with financially sound and reputable insurance companies.

     SECTION 5.1.15. Mortgage Amendments. The Agents shall have received the
following:

          (a)  a title search for each Property; and

          (b)  such other approvals, opinions, or documents as the Agents may
     request in form and substance satisfactory to the Agents.

     SECTION 5.1.16. Collateral Access Agreements. The Agents shall have
received counterparts of Collateral Access Agreements from the Landlord of
Winn-Dixie's headquarters at Jacksonville, Florida and of each distribution
center listed in Item 6.27 in the Disclosure Schedule, duly executed by the
applicable landlord and applicable Obligor, or, to the extent that all of such
Collateral Access Agreements are not delivered by the Closing Date, the
Borrowers have used commercially reasonable efforts to do so.

     SECTION 5.1.17. Delivery of Notes.

     (a)  The Administrative Agent shall have received from any Existing Lenders
that were issued promissory notes by the Existing Borrower promising to repay
the Existing Revolving Loans or the Existing Swing Line Loans, all such
promissory notes or duly executed lost note affidavits in favor of the
Administrative Agent in lieu thereof.

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                Winn-Dixie Amended and Restated Credit Agreement

<PAGE>

     (b)  The Administrative Agent shall have received, for the account of each
Lender, such Lender's Notes dated the Closing Date and duly executed and
delivered by Authorized Officers of the Borrowers.

     SECTION 5.1.18. Perfection Certificate. The Agents shall have received the
Perfection Certificate, dated as of the Closing Date, duly executed and
delivered by Authorized Officers of the Borrowers.

     SECTION 5.1.19. Excess Availability. On the Closing Date, the Excess
Availability as determined by the Inventory Agent shall be not less than
$150,000,000 after giving effect to the initial Loans made or to be made and
Letter of Credit issued or to be issued on the Closing Date, as reflected by the
certification made in the Closing Date Certificate.

     SECTION 5.1.20. No Material Adverse Change. Except to the extent reflected
in the financial projections of Winn-Dixie and its Subsidiaries delivered
pursuant to Section 5.1.5(b), no material adverse change shall have occurred in
the operations, assets, business, revenues, financial conditions, profits or
prospects of Borrowers and their Subsidiaries on a consolidated basis or in the
condition of the assets of the Borrowers and their Subsidiaries on a
consolidated basis since Winn-Dixie's most recent audited financial statements
nor since the date of the Inventory Agent's latest field examination (not
including for this purpose the field review referred to in Section 5.1.21), and
no change or event shall have occurred which would impair the ability of any
Borrower or Obligor to perform its obligations hereunder or under any of the
other Loan Documents to which it is a party or of any Agent or any Lender to
enforce the Obligations.

     SECTION 5.1.21. Field Review. The Inventory Agent shall have completed a
field review of the Records and such other information with respect to the
Inventory as Agent may require to determine the amount of Loans available to the
Borrowers (including, without limitation, current perpetual inventory records
and/or roll-forwards of Inventory through the Closing Date and test counts of
the Inventory in a manner satisfactory to the Inventory Agent, together with
such supporting documentation as may be necessary or appropriate, and other
documents and information that will enable the Inventory Agent to accurately
identify and verify the Eligible Inventory), the results of which in each case
shall be satisfactory to the Inventory Agent, not more than three (3) Business
Days prior to the date hereof.

     SECTION 5.1.22. Blocked Account Agreements. The Agents shall have received
counterparts of duly executed Blocked Account Agreements with respect to each
Majority Account duly executed by the applicable Obligor, the applicable
Majority Account Bank and the Administrative Agent, or, to the extent that all
of such Blocked Account Agreements are not delivered by the Closing Date, the
Borrowers have used commercially reasonable efforts to do so.

     SECTION 5.1.23. Processor Letters. The Agents shall have received
counterparts of Processor Letters from each debit card and credit card processor
listed in Item 6.28 of the Disclosure Schedule, duly executed by the applicable
processor and the applicable Obligor, or, to the extent that all of such
Processor Letters are not delivered by the Closing Date, the Borrowers have used
commercially reasonable efforts to do so.

     SECTION 5.1.24. Required Consents and Approvals. All required material
consents and approvals shall have been duly obtained and be in full force and
effect with respect to the transactions contemplated hereby and the continuing
operations of the Borrower from (a) all relevant Governmental Authorities and
(b) any other Person whose consent or approval is so required to effect the
transactions, and all applicable waiting periods shall have expired without any
action being taken by any competent

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                Winn-Dixie Amended and Restated Credit Agreement

<PAGE>

authority that could restrain, prevent or otherwise impose any adverse
conditions on the transactions and related financing contemplated hereby.

     SECTION 5.1.25. Existing Security Documents. The Administrative Agent shall
be satisfied that the Security Documents executed in connection with the
Existing Credit Agreement are sufficient for the purposes hereof or such
Security Documents shall have been modified to the reasonable satisfaction of
the Administrative Agent.

     SECTION 5.1.26. Direction Letters. The Agents shall have received copies of
Direction Letters duly executed and delivered by each applicable Borrower or
Subsidiary with respect to each Bank Account listed in Item 6.30 of the
Disclosure Schedule to each Direction Bank, or, to the extent that all of such
Direction Letters are not delivered by the Closing Date, the Borrowers have used
commercially reasonable efforts to, and to cause their Subsidiaries to, do so.

     SECTION 5.2. All Credit Extensions. The obligation of each Lender and each
Issuer to make any Credit Extension (including the initial Credit Extension)
shall be subject to and the satisfaction of each of the conditions precedent set
forth below.

     SECTION 5.2.1. Compliance with Warranties, No Default, etc. Both before and
after giving effect to any Credit Extension (but, if any Default of the nature
referred to in Section 8.1.5 shall have occurred with respect to any other
Indebtedness, without giving effect to the application, directly or indirectly,
of the proceeds thereof), the following statements shall be true and correct:

          (a)  the representations and warranties set forth in each Loan
     Document shall, in each case, be true and correct in all material respects
     with the same effect as if then made (unless stated to relate solely to an
     earlier date, in which case such representations and warranties shall be
     true and correct in all material respects as of such earlier date); and

          (b)  no Default shall have then occurred and be continuing.

     SECTION 5.2.2. Credit Extension Request, etc. Subject to Section 2.3.2, the
Administrative Agent shall have received a Borrowing Request if Loans are being
requested, or an Issuance Request if a Letter of Credit is being requested or
extended. Each of the delivery of a Borrowing Request or Issuance Request and
the acceptance by any Borrower of the proceeds of such Credit Extension shall
constitute a representation and warranty by each Borrower that on the date of
such Credit Extension (both immediately before and after giving effect to such
Credit Extension and the application of the proceeds thereof) the statements
made in Section 5.2.1 are true and correct in all material respects.

     SECTION 5.2.3. Satisfactory Legal Form. All documents executed or submitted
pursuant hereto by or on behalf of any Obligor shall be reasonably satisfactory
in form and substance to the Agents and their counsel, and the Agents and their
counsel shall have received all information, approvals, opinions, documents or
instruments as the Agents and their counsel may reasonably request.

                                   ARTICLE VI
                         REPRESENTATIONS AND WARRANTIES

     In order to induce the Secured Parties to enter into this Agreement and to
make Credit Extensions hereunder, each Borrower represents and warrants to each
Secured Party as set forth in this Article.

     SECTION 6.1. Organization, etc. Such Borrower and each other Obligor is
validly organized and existing and in good standing under the laws of the state
or jurisdiction of its incorporation or

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                Winn-Dixie Amended and Restated Credit Agreement

<PAGE>

organization, is duly qualified to do business and is in good standing as a
foreign entity in each jurisdiction where the nature of its business requires
such qualification, and has full power and authority and holds all requisite
governmental licenses, permits and other approvals to enter into and perform its
Obligations under each Loan Document to which it is a party, to own and hold
under lease its property and to conduct its business substantially as currently
conducted by it, except where the failure to be so qualified or in good standing
or to have such power or authority as to licenses, permits or approvals would
not be reasonably expected to have a Material Adverse Effect.

     SECTION 6.2. Due Authorization, Non-Contravention, etc. The execution,
delivery and performance by such Borrower of each Loan Document executed or to
be executed by it, the execution, delivery and performance by each other Obligor
of each Loan Document executed or to be executed by it, such Borrower's and each
such Obligor's participation in the consummation of all aspects of the
transactions contemplated herein, and the execution, delivery and performance by
such Borrower or (if applicable) any other Obligor of the agreements executed
and delivered by it in connection with the transactions contemplated herein are
in each case within such Person's powers, have been duly authorized by all
necessary action, and do not

          (a)  contravene or result in a default under (i) such Borrower's or
     any other Obligor's Organic Documents, (ii) any contractual restriction
     (including the Senior Unsecured Note Documents) binding on or affecting
     such Borrower or any other Obligor, (iii) any court decree or order binding
     on or affecting such Borrower or any other Obligor or (iv) any law or
     governmental regulation binding on or affecting such Borrower or any other
     Obligor; or

          (b)  result in, or require the creation or imposition of, any Lien on
     such Borrower's or any other Obligor's properties (except as permitted by
     this Agreement).

     SECTION 6.3. Government Approval, Regulation, etc. No authorization or
approval or other action by, and no notice to or filing with, any Governmental
Authority, regulatory body or other Person (other than those that have been, or
on the Closing Date will be, duly obtained or made and which are, or on the
Closing Date will be, in full force and effect) is required for the consummation
of the transactions contemplated herein or the due execution, delivery or
performance by such Borrower or any other Obligor of any Loan Document to which
it is a party, or for the due execution, delivery and/or performance of the
documents evidencing the transactions contemplated herein, in each case by the
parties thereto. No Borrower nor any of their respective Subsidiaries is an
"investment company" within the meaning of the Investment Company Act of 1940,
as amended, or a "holding company", or a "subsidiary company" of a "holding
company", or an "affiliate" of a "holding company" or of a "subsidiary company"
of a "holding company", within the meaning of the Public Utility Holding Company
Act of 1935, as amended.

     SECTION 6.4. Validity, etc. This Agreement and the other documents which
evidence the transactions contemplated herein have been duly executed and
delivered and constitute, and each other Loan Document executed by each Borrower
will, on the due execution and delivery thereof, constitute, the legal, valid
and binding obligations of such Borrower, enforceable against such Borrower in
accordance with their respective terms; and each Loan Document executed by each
other Obligor will, on the due execution and delivery thereof by such Obligor,
constitute the legal, valid and binding obligation of such Obligor enforceable
against such Obligor in accordance with its terms (except, in any case, as such
enforceability may be limited by applicable bankruptcy, insolvency,
reorganization or similar laws from time to time in effect affecting creditors'
rights generally and by general principles of equity).

     SECTION 6.5. Financial Information. The consolidated financial statements
of Winn-Dixie and its Subsidiaries furnished to the Administrative Agent and
each Lender pursuant to Section 5.1.5(a) have been prepared in accordance with
GAAP consistently applied, and present fairly the consolidated

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                Winn-Dixie Amended and Restated Credit Agreement

<PAGE>

financial condition of the Persons covered thereby as at the dates thereof and
the results of their operations for the periods then ended. All consolidated
balance sheets, all statements of income and of cash flow and all other
financial information of each of Winn-Dixie and its Subsidiaries furnished
pursuant to Section 7.1.1(a) and (b) have been and will for periods following
the Closing Date be prepared in accordance with GAAP consistently applied with
the financial statements delivered pursuant to Section 5.1.5(a), and do or will
present fairly the consolidated financial condition of the Persons covered
thereby as at the dates thereof and the results of their operations for the
periods then ended. The financial projections of Winn-Dixie and its Subsidiaries
furnished to the Administrative Agent and each Lender pursuant to Section
5.1.5(b) were prepared in good faith on the basis of the assumptions stated
therein, which assumptions are fair and reasonable in the light of the then
existing conditions.

     SECTION 6.6. No Material Adverse Change. Except to the extent reflected in
the financial projections of Winn-Dixie and its Subsidiaries delivered pursuant
to Section 5.1.5(b),here has been no material adverse change in the business,
assets, revenues, financial condition, operations or prospects of Winn-Dixie and
its Subsidiaries taken as a whole since June 25, 2003 except as may be disclosed
in Item 6.6 of the Disclosure Schedule.

     SECTION 6.7. Litigation. There is no pending or, to the knowledge of any
Borrower or any of their Subsidiaries, threatened litigation, action, proceeding
or labor controversy

          (a)  except as disclosed in Item 6.7 of the Disclosure Schedule or in
     Winn-Dixie's most recent public filings, affecting Winn-Dixie, any of its
     Subsidiaries or any other Obligor, or any of their respective properties,
     businesses, assets or revenues, which could reasonably be expected to have
     a Material Adverse Effect; or

          (b)  which purports to affect the legality, validity or enforceability
     of any Loan Document, the other documents evidencing the transactions
     contemplated herein and the other transactions contemplated herein
     (including the Credit Extensions).

     SECTION 6.8. Subsidiaries. Winn-Dixie has (a) no Subsidiaries, except those
Subsidiaries (i) which are U.S. Subsidiaries and are identified in Item
6.8(a)(i) of the Disclosure Schedule (including those identified thereon as
"Inactive Subsidiaries" which conduct no material business and own no material
property or assets), (ii) which are Subsidiaries organized under the laws of the
Bahamas and are identified in Item 6.8(a)(ii) of the Disclosure Schedule, or
(iii) which are permitted to have been organized or acquired in accordance with
Sections 7.2.5 or 7.2.10, and (b) as of the Closing Date, no Material
Subsidiaries, except those Material Subsidiaries which are identified in Item
6.8(b) of the Disclosure Schedule.

     SECTION 6.9. Ownership of Properties. Such Borrower and each of its
Subsidiaries owns (a) in the case of owned Real Property, good and marketable
fee title to, and (b) in the case of owned personal property, good and valid
title to, or, in the case of leased Real Property or personal property, valid
and enforceable leasehold interests (as the case may be) in, all of its
properties and assets, real and personal, tangible and intangible, of any nature
whatsoever, free and clear in each case of all Liens or claims, except (x) in
the case of the Properties, Designated Permitted Liens and (y) in the case of
any other Real Property, Permitted Liens.

     SECTION 6.10. Taxes. Such Borrower and each of its Subsidiaries has filed
all tax returns and reports required by law to have been filed by it and has
paid all Taxes thereby shown to be due and owing, except any such Taxes which
are being diligently contested in good faith by appropriate proceedings and for
which appropriate reserves in accordance with GAAP shall have been set aside on
its books.

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                Winn-Dixie Amended and Restated Credit Agreement

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     SECTION 6.11. Pension and Welfare Plans. During the
twelve-consecutive-month period prior to the Original Effective Date and prior
to the date of any Credit Extension hereunder, no steps have been taken to
terminate any Pension Plan, and no contribution failure has occurred with
respect to any Pension Plan sufficient to give rise to a Lien under Section
302(f) of ERISA. No condition exists or event or transaction has occurred with
respect to any Pension Plan which might result in the incurrence by Winn-Dixie
or any member of the Controlled Group of any material liability, fine or
penalty. Except as disclosed in Item 6.11 of the Disclosure Schedule, neither
Winn-Dixie nor any member of the Controlled Group has any contingent liability
with respect to any post-retirement benefit under a Welfare Plan, other than
liability for continuation coverage described in Part 6 of Title I of ERISA.

     SECTION 6.12. Environmental Warranties. Except as set forth in Item 6.12 of
the Disclosure Schedule and except to the extent that the failure to comply with
any of the requirements listed below could not reasonably be expected,
individually or in the aggregate, to result in a Material Adverse Effect:

          (a)  all facilities and property (including underlying groundwater)
     owned or leased by any Borrower or any of their Subsidiaries have been, and
     continue to be, owned or leased by such Borrower and such Subsidiaries in
     compliance with all Environmental Laws;

          (b)  there have been no past, and there are no pending or, to the best
     of the Borrowers' knowledge, threatened (i) claims, complaints, notices or
     requests for information received by any Borrower or any of their
     Subsidiaries with respect to any alleged violation of any Environmental
     Law, or (ii) complaints, notices or inquiries to any Borrower or any of
     their Subsidiaries regarding potential liability under any Environmental
     Law;

          (c)  there have been no Releases of Hazardous Materials at, on or
     under any property now or previously owned or leased by any Borrower or any
     of their Subsidiaries;

          (d)  each Borrower and its Subsidiaries have been issued and are in
     compliance with all permits, certificates, approvals, licenses and other
     authorizations relating to environmental matters;

          (e)  no property now or previously owned or leased by any Borrower or
     any of their Subsidiaries is listed or proposed for listing (with respect
     to owned property only) on the National Priorities List pursuant to CERCLA,
     on the CERCLIS or on any similar state list of sites requiring
     investigation or clean-up;

          (f)  there are no underground storage tanks, active or abandoned,
     including petroleum storage tanks, on or under any property now or
     previously owned or leased by any Borrower or any of their Subsidiaries;

          (g)  neither any Borrower nor any Subsidiary has directly transported
     or directly arranged for the transportation of any Hazardous Material to
     any location which is listed or proposed for listing on the National
     Priorities List pursuant to CERCLA, on the CERCLIS or on any similar state
     list or which is the subject of federal, state or local enforcement actions
     or other investigations which may lead to claims against any Borrower or
     such Subsidiary for any remedial work, damage to natural resources or
     personal injury, including claims under CERCLA;

          (h)  there are no polychlorinated biphenyls or friable asbestos
     present at any property now or previously owned or leased by any such
     Borrower or any Subsidiary; and

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          (i)  no conditions exist at, on or under any property now or
     previously owned or leased by any Borrower which, with the passage of time,
     or the giving of notice or both, would give rise to liability under any
     Environmental Law.

     SECTION 6.13. Accuracy of Information. None of the factual information
heretofore or contemporaneously furnished in writing to any Secured Party by or
on behalf of any Obligor in connection with any Loan Document or any transaction
contemplated hereby or contained in the Confidential Memorandum contains any
untrue statement of a material fact, or omits to state any material fact
necessary to make any information not misleading, and no other factual
information hereafter furnished in connection with any Loan Document by or on
behalf of any Obligor to any Secured Party will contain any untrue statement of
a material fact or will omit to state any material fact necessary to make any
information not misleading on the date as of which such information is dated or
certified.

     SECTION 6.14. Regulations U and X. No Obligor is engaged in the business of
extending credit for the purpose of purchasing or carrying margin stock, and no
proceeds of any Credit Extensions will be used to purchase or carry margin stock
or otherwise for a purpose which violates, or would be inconsistent with, F.R.S.
Board Regulation U or Regulation X. Terms for which meanings are provided in
F.R.S. Board Regulation U or Regulation X or any regulations substituted
therefor, as from time to time in effect, are used in this Section with such
meanings.

     SECTION 6.15. Issuance of Subordinated Debt; Status of Obligations as
Senior Indebtedness, etc. The subordination provisions of any Subordinated Debt
contained in any Sub Debt Documents are enforceable against the holders of such
Subordinated Debt by the holder of any "Senior Indebtedness" or similar term
referring to the Obligations (as defined in any Sub Debt Documents). All
Obligations, including those to pay principal of and interest (including
post-petition interest, whether or not allowed as a claim under bankruptcy or
similar laws) on the Loans and Reimbursement Obligations, and fees and expenses
in connection therewith, constitute "Senior Indebtedness" or similar term
relating to the Obligations (as defined in any Sub Debt Documents) and all such
Obligations are entitled to the benefits of the subordination created by any Sub
Debt Documents. Each Borrower acknowledges that each Agent, each Lender and each
Issuer is entering into this Agreement and is extending its Commitments in
reliance upon the subordination provisions of any Sub Debt Documents.

     SECTION 6.16. Solvency. Both before and immediately after giving effect to
any Borrowing requested hereunder:

          (a)  the fair value of the assets of each Borrower and its
     Subsidiaries on a consolidated basis will exceed the total amount of
     liabilities (including contingent, subordinated, unmatured and unliquidated
     liabilities) of such Borrower and its Subsidiaries on a consolidated basis,
     on a going-concern basis;

          (b)  the present fair salable value (as defined below) of the assets
     of each Borrower and its Subsidiaries on a consolidated basis will exceed
     the probable total liabilities (including contingent, subordinated,
     unmatured and unliquidated liabilities) of such Borrower and its
     Subsidiaries on a consolidated basis as they become absolute and matured;

          (c)  each Borrower and its Subsidiaries on a consolidated basis will
     be able to pay their debts, including contingent liabilities, as they
     mature and become due;

          (d)  each Borrower and its Subsidiaries on a consolidated basis are
     not, and will not be, engaged in a business for which their consolidated
     capital is, or would be, unreasonably small for their consolidated
     business; and

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          (e) each Borrower and its Subsidiaries on a consolidated basis have
     not incurred (by way of assumption or otherwise) any obligations or
     liabilities (contingent or otherwise) under this Agreement or any other
     Loan Document, nor have they made any conveyance pursuant to or in
     connection therewith, with actual intent to hinder, delay or defraud either
     present or future creditors of such Borrower or any of its Subsidiaries.

For purposes of this Section, the "fair salable value" of a Borrower's and its
Subsidiaries' assets means the amount which may be realized within a reasonable
time, either through collection or sale of such assets at the regular market
value, based upon the amount which could be obtained for such assets within such
period by a capable and diligent seller from an interested buyer who is willing
(but is under no compulsion) to purchase under ordinary selling conditions.

     SECTION 6.17. Capitalization. Attached as Schedule III hereto is a true,
complete and accurate description as of the Closing Date of the equity capital
structure of Winn-Dixie showing accurate ownership percentages of the
equityholders of record and accompanied by a statement of authorized and issued
Capital Securities for Winn-Dixie as of the date hereof. Except as set forth on
Schedule III hereto, there are no (a) preemptive rights, outstanding
subscriptions, warrants or options to purchase any Capital Securities, (b)
obligations of any Person to redeem or repurchase any of its securities and (c)
other agreements, arrangements or plans to which any Person is a party or of
which Winn-Dixie has knowledge that could directly or indirectly affect the
capital structure of Winn-Dixie. All such Capital Securities (i) are validly
issued and fully paid and non-assessable and (ii) are owned of record and
beneficially as set forth on Schedule III hereto or as otherwise disclosed in
writing to the Administrative Agent, free of any Lien, except for Liens granted
to the Secured Parties or otherwise permitted under this Agreement.

     SECTION 6.18. Compliance with Laws; Authorizations. Except as disclosed in
Item 6.18 of the Disclosure Schedule, each Borrower and its Subsidiaries have
complied in all material respects with all applicable statutes, rules,
regulations, orders and restrictions of any Governmental Authority having
jurisdiction over the conduct of its businesses or the ownership of its
properties, including, without limitation, those relating to public health and
safety and those relating to sales of Inventory comprising tobacco, alcohol and
pharmaceuticals, except to the extent such compliance could not reasonably be
expected to have a Material Adverse Effect. Neither any Borrower nor any of
their respective Subsidiaries has received any notice to the effect that its
operations are not in material compliance with any of the requirements of
applicable federal, state and local health and safety statutes and regulations
which non-compliance could be reasonably expected to have a Material Adverse
Effect. Each Borrower and its Subsidiaries have obtained all authorizations
necessary and appropriate to own and operate their businesses (including those
relating to sales of Inventory comprising tobacco, alcohol and pharmaceuticals)
and all such authorizations are in full force and effect, except where the
failure to so obtain such authorizations or to so keep such authorizations in
full force and effect could not be reasonably expected to have a Material
Adverse Effect.

     SECTION 6.19. No Contractual or Other Restrictions. Except for restrictions
contained in this Agreement or any other agreement with respect to Indebtedness
of any Borrower or Guarantor permitted hereunder as in effect on the Closing
Date, there are no contractual or consensual restrictions on any Borrower or
Guarantor or any of its Subsidiaries which prohibit or otherwise restrict (a)
the transfer of cash or other assets (i) between any Borrower or Guarantor and
any of its or their Subsidiaries or (ii) between any Subsidiaries of any
Borrower or Guarantor or (b) the ability of any Borrower or Guarantor or any of
its or their Subsidiaries to incur Indebtedness or grant security interests to
any Agent or any Lender in the Collateral.

     SECTION 6.20. Absence of Any Undisclosed Liabilities. Except to the extent
reflected in the financial projections of Winn-Dixie and its Subsidiaries
delivered pursuant to Section 5.1.5(b), there are

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no liabilities of any Borrower or any of its Subsidiaries of any kind
whatsoever, whether accrued, contingent, absolute, determined, determinable or
otherwise, and there is no existing condition, situation or set of
circumstances, which could reasonably be expected to result in a Material
Adverse Effect, other than those liabilities provided for or disclosed in the
most recently delivered financial statements.

     SECTION 6.21. Intellectual Property. Each of the Borrowers and their
respective Subsidiaries owns and possesses or licenses (as the case may be) all
such patents, patent rights, trademarks, trademark rights, trade names, trade
name rights, service marks, service mark rights and copyrights as the Borrowers
consider necessary for the conduct of the businesses of the Borrowers and their
respective Subsidiaries as now conducted without, individually or in the
aggregate, any infringement upon rights of other Persons, in each case except as
could not reasonably be expected to result in a Material Adverse Effect, and
there is no individual patent, patent right, trademark, trademark right, trade
name, trade name right, service mark, service mark right or copyright the loss
of which could reasonably be expected to result in a Material Adverse Effect,
except as may be disclosed in Item 6.21 of the Disclosure Schedule.

     SECTION 6.22. Priority of Security Interests. The Liens granted to the
Administrative Agent in the Collateral (as defined in the applicable Pledge
Agreement and Security Agreement) are first (subject to, on the Closing Date,
Designated Permitted Liens, and thereafter, Permitted Liens, and other than
motor vehicles, motor vehicle trailers, fixtures, Deposit Accounts (as defined
in the Borrower Security Agreement) and investment property not constituting
Capital Securities pledged pursuant to a Pledge Agreement) priority (or the
local equivalent thereof) security interests and no Liens exist on any of the
collateral described above other than the Liens created in favor of the
Administrative Agent pursuant to a Loan Document and the Permitted Liens.

     SECTION 6.23. Material Contracts. Except as set forth on Item 6.23 of the
Disclosure Schedule, as of the Closing Date, neither the Borrowers nor any of
their respective Subsidiaries is party to any Material Contract.

     SECTION 6.24. Subsidiary Guarantors. The Borrowers and the Subsidiary
Guarantors will at all times account for no less than 90% of (a) the
consolidated gross revenues of Winn-Dixie and its Subsidiaries, (excluding, for
purposes of this calculation, the gross revenues of a single Foreign Subsidiary
to be formed for insurance purposes), (b) Net Income (excluding, for purposes of
this calculation, the Net Income of any Bahamian Subsidiaries and of a single
Foreign Subsidiary to be formed for insurance purposes), and (c) the
consolidated assets of Winn-Dixie and its Subsidiaries (excluding, for the
purposes of this calculation, the consolidated assets of a single Foreign
Subsidiary to be formed for insurance purposes).

     SECTION 6.25. Accounts. The aggregate amount of In Store Cash is not, by
the close of business on any day, in excess of $30,000,000. By the close of
business on each day, substantially all of the cash of the Borrowers and their
Subsidiaries (other than In Store Cash) will be held in, or wired to and
expected to be received on the next Business Day in, Bank Accounts maintained
with the Administrative Agent. As of the Closing Date, set forth in Item 6.25 of
the Disclosure Schedule is a true and correct list of Bank Accounts containing a
majority of the cash of the Borrowers.

     SECTION 6.26. Labor Disputes.

     (a) Set forth in Item 6.26 of the Disclosure Schedule is a true and correct
list (including dates of termination) of all collective bargaining or similar
agreements between or applicable to each Borrower and Guarantor and any union,
labor organization or other bargaining agent in respect of the employees of any
Borrower or Guarantor on the date hereof.

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     (b)  There is (i) no significant unfair labor practice complaint pending
against any Borrower or Guarantor or, to the best of any Borrower's or
Guarantor's knowledge, threatened against it, before the National Labor
Relations Board, and no significant grievance or significant arbitration
proceeding arising out of our under any collective bargaining agreement is
pending on the date hereof against any Borrower or Guarantor or, to best of any
Borrower's or Guarantor's knowledge, threatened against it, and (ii) no material
strike, labor dispute, slowdown or stoppage is pending against any Borrower or
Guarantor or, to the best of any Borrower's or Guarantor's knowledge, threatened
against any Borrower or Guarantor.

     SECTION 6.27. Distribution Centers. Set forth in Item 6.27 of the
Disclosure Schedule is a true and correct list of all distribution centers
leased by the Obligors as of the Closing Date.

     SECTION 6.28. Debit and Credit Card Processors. Set forth in Item 6.28 of
the Disclosure Schedule is a true and correct list of all debit and credit card
processing arrangements entered into by each Obligor as of the Closing Date.

     SECTION 6.29. Payable Practices. Each Borrower and Guarantor have not made
any material change in the historical accounts payable practices from those in
effect immediately prior to the Closing Date.

     SECTION 6.30. Direction Banks. Set forth in Item 6.30 of the Disclosure
Schedule is a true and correct list of all Bank Accounts held with each
Direction Bank as of the Closing Date.

     SECTION 6.31. Borrowers. All Inventory included in the Borrowing Base at
any time is owned by Borrowers at such time under this Agreement.

                                  ARTICLE VII
                                    COVENANTS

     SECTION 7.1. Affirmative Covenants. Each Borrower agrees with each Lender,
each Issuer and the Agents that until the Termination Date has occurred, each
Borrower will, and will cause its Subsidiaries to, perform or cause to be
performed the obligations set forth below.

     SECTION 7.1.1. Financial Information, Reports, Notices, etc. Winn-Dixie
will furnish or cause to be furnished to the Administrative Agent (with
sufficient copies for each Lender) copies of the following financial statements,
reports, notices and information (all in form reasonably satisfactory to the
Administrative Agent):

          (a) promptly after becoming available and in any event within 45 days
     after the end of each of the first three Fiscal Quarters of each Fiscal
     Year, an unaudited consolidated balance sheet of Winn-Dixie and its
     Subsidiaries as of the end of such Fiscal Quarter and consolidated
     statements of income and cash flow of Winn-Dixie and its Subsidiaries for
     such Fiscal Quarter and for the period commencing at the end of the
     previous Fiscal Year and ending with the end of such Fiscal Quarter, and
     including (in each case), in comparative form the figures for the
     corresponding Fiscal Quarter in, and year to date portion of, the
     immediately preceding Fiscal Year, certified as complete and correct in
     accordance with GAAP as described in Section 1.4 by the chief financial or
     accounting Authorized Officer of Winn-Dixie;

          (b) promptly after becoming available and in any event within 90 days
     after the end of each Fiscal Year, a copy of the consolidated balance sheet
     of Winn-Dixie and its Subsidiaries, and the related consolidated statements
     of income and cash flow of Winn-Dixie and its Subsidiaries for such Fiscal
     Year, setting forth in comparative form the figures for the

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     immediately preceding Fiscal Year, audited (without any Impermissible
     Qualification) by independent public accountants acceptable to the
     Administrative Agent and as prepared in accordance with GAAP, which shall
     be accompanied by a calculation of the financial covenants set forth in
     Section 7.2.4 in accordance with GAAP as described in Section 1.4 and
     stating that, in performing the examination necessary to deliver the
     audited financial statements of Winn-Dixie, either no knowledge was
     obtained of any Event of Default or, if such knowledge was obtained, the
     nature thereof;

          (c) concurrently with the delivery of the financial information
     pursuant to clauses (a) and (b), a Compliance Certificate, executed by the
     chief financial or accounting Authorized Officer of Winn-Dixie, showing
     compliance with the financial covenants set forth in Section 7.2.4 and
     stating that no Default has occurred and is continuing (or, if a Default
     has occurred, specifying the details of such Default and the action that
     Winn-Dixie or an Obligor has taken or proposes to take with respect
     thereto);

          (d) as soon as possible and in any event within three Business Days
     after a Designated Officer of Winn-Dixie or any other Obligor obtains
     knowledge of the occurrence of a Default, a statement of an Authorized
     Officer of Winn-Dixie setting forth details of such Default and the action
     which Winn-Dixie or such Obligor has taken and proposes to take with
     respect thereto;

          (e) as soon as possible and in any event within three Business Days
     after a Designated Officer of Winn-Dixie or any other Obligor obtains
     knowledge of (i) the occurrence of any material adverse development with
     respect to any litigation, action, proceeding or labor controversy
     described in Item 6.7 of the Disclosure Schedule or (ii) the commencement
     of any litigation, action, proceeding or labor controversy of the type and
     materiality described in Section 6.7, notice thereof and thereafter, to the
     extent the Administrative Agent requests, copies of all documentation
     relating thereto;

          (f) promptly after the sending or filing thereof, copies of all
     reports, notices, prospectuses and registration statements which any
     Obligor files with the SEC or any national securities exchange;

          (g) promptly but, in any event, within three Business Days after a
     Designated Officer becoming aware of (i) the institution of any steps by
     any Person to terminate any Pension Plan, (ii) the failure to make a
     required contribution to any Pension Plan if such failure is sufficient to
     give rise to a Lien under Section 302(f) of ERISA, (iii) the taking of any
     action with respect to a Pension Plan which could result in the requirement
     that any Obligor furnish a bond or other security to the PBGC or such
     Pension Plan, or (iv) the occurrence of any event with respect to any
     Pension Plan which could result in the incurrence by any Obligor of any
     material liability, fine or penalty, notice thereof and copies of all
     documentation relating thereto;

          (h) promptly after receipt thereof, copies of all "management letters"
     submitted to Winn-Dixie or any other Obligor by the independent public
     accountants referred to in clause (b) in connection with each audit made by
     such accountants;

          (i) promptly following the mailing or receipt of any notice or report
     delivered under the terms of any Subordinated Debt or the Senior Unsecured
     Notes Documents, copies of such notice or report;

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          (j) promptly following any Subsidiary becoming a Material Subsidiary,
     the name and any other information reasonably requested by the
     Administrative Agent in respect of any such Subsidiary which has become a
     Material Subsidiary;

          (k) promptly as required, the reports and documents specified in
     Section 7.3.1;

          (l) promptly following the end of each four week period (but in any
     event within ten (10) Business Days after the end thereof), a certificate
     executed by the chief financial or accounting Authorized Officer of
     Winn-Dixie, setting forth the consolidated EBITDA of Winn-Dixie and its
     Subsidiaries for the most recently ended trailing twelve month period; and

          (m) such other financial and other information as any Lender or Issuer
     through the Administrative Agent may from time to time reasonably request
     (including information and reports in such detail as the Administrative
     Agent may request with respect to the terms of and information provided
     pursuant to the Compliance Certificate).

     SECTION 7.1.2. Maintenance of Existence; Compliance with Laws, etc.
Winn-Dixie will, and will cause each of its Subsidiaries to (a) preserve and
maintain its legal existence (except as otherwise permitted by Section 7.2.10),
and (b) comply in all material respects with all applicable laws, rules,
regulations and orders, including (i) any such applicable laws, rules,
regulations and orders with respect to any Pension Plan, and (ii) the payment
(before the same become delinquent), of (A) all Taxes, imposed upon Winn-Dixie
or its Subsidiaries or upon their property except to the extent being diligently
contested in good faith by appropriate proceedings and for which appropriate
reserves in accordance with GAAP have been set aside on the books of Winn-Dixie
or its Subsidiaries, as applicable, and (B) at or before maturity or before they
become delinquent, as the case may be, in accordance with industry practice
(subject, where applicable, to specified grace periods), all their payment
obligations of whatever nature and any additional costs that are imposed as a
result of any failure to so pay, discharge or otherwise satisfy such
obligations, except when the amount or validity of such obligations and costs is
currently being contested in good faith by appropriate proceeding and reserves,
if applicable, in conformity with GAAP with respect thereto have been provided
on the books of Winn-Dixie or its Subsidiaries, as the case may be, except where
the failure to comply with the requirements of this clause (b) could not
reasonably be expected to result in a Material Adverse Effect.

     SECTION 7.1.3. Maintenance of Properties. Winn-Dixie will, and will cause
each of its Subsidiaries to, generally maintain, preserve (including remodeling
or retrofitting), protect and keep its and their respective properties in good
repair, working order and condition (ordinary wear and tear and Casualty Events
excepted), and make necessary repairs, renewals and replacements (except insofar
as such is the obligation of a landlord under a lease of Real Property) so that
the business carried on by Winn-Dixie and its Subsidiaries may be properly
conducted at all times, unless Winn-Dixie or such Subsidiary determines in good
faith that the continued preservation or maintenance of such property is no
longer desirable.

     SECTION 7.1.4. Insurance. Winn-Dixie will, and will cause each of its
Subsidiaries to:

          (a) maintain insurance on its property with financially sound and
     reputable insurance companies against loss and damage in at least the
     amounts (and with only those deductibles and self-insurance amounts)
     customarily maintained, and against such risks as are typically insured
     against in the same general area, by Persons of comparable size engaged in
     the same or similar business as Winn-Dixie and its Subsidiaries, it being
     understood that Winn-Dixie and its Subsidiaries are self-insured in
     substantial amounts with respect to various insurable risks, with

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     deductibles on property insurance of $10 million per year and deductibles
     on wind and rain damage of $20 million per year; and

          (b) maintain all worker's compensation, employer's liability insurance
     or similar insurance as may be required under the laws of any state or
     jurisdiction in which it may be engaged in business.

Without limiting the foregoing, all insurance policies required pursuant to this
Section shall (i) name the Administrative Agent on behalf of the Secured Parties
as mortgagee (in the case of property insurance) or additional insured (in the
case of liability insurance), as applicable, and provide that no cancellation or
modification of the policies will be made without thirty days' prior written
notice to the Administrative Agent and (ii) be in addition to any requirements
to maintain specific types of insurance contained in the other Loan Documents
(including hazard insurance and business interruption insurance).

     SECTION 7.1.5. Books and Records. Winn-Dixie will, and will cause each of
its Subsidiaries to, keep books, records and accounts in accordance with GAAP
which accurately reflect in all material respects all of its business affairs
and transactions and permit each Secured Party or any of their respective
representatives, at reasonable times and intervals upon reasonable notice to
Winn-Dixie, to visit each Obligor's offices, to discuss such Obligor's financial
matters with its officers and employees, and its independent public accountants
(and Winn-Dixie hereby authorizes such independent public accountant to discuss
Winn-Dixie's and each other Obligor's financial matters with each Secured Party
or their representatives whether or not any representative of Winn-Dixie or such
other Obligor is present) and to examine (and photocopy extracts from) any of
its books, records and accounts including any "management letters" prepared by
independent accountants. The Borrowers shall pay any fees of such independent
public accountant incurred in connection with any Secured Party's exercise of
its rights pursuant to this Section.

     SECTION 7.1.6. Environmental Law Covenant. Except to the extent the failure
to comply with any of the requirements listed below could not reasonably be
expected, individually or in the aggregate, to result in a Material Adverse
Effect, Winn-Dixie will, and will cause each of its Subsidiaries to,

          (a) use and operate all of its and their facilities and properties in
     compliance with all Environmental Laws, keep all necessary permits,
     approvals, certificates, licenses and other authorizations relating to
     environmental matters in effect and remain in compliance therewith, and
     handle all Hazardous Materials in compliance with all applicable
     Environmental Laws; and

          (b) promptly notify the Administrative Agent and provide copies upon
     receipt of all written claims, complaints, notices or inquiries relating to
     the condition of its facilities and properties in respect of, or as to
     compliance with, Environmental Laws, and shall diligently resolve any
     non-compliance with Environmental Laws and keep its property free of any
     Lien imposed by any Environmental Law.

     SECTION 7.1.7. Use of Proceeds. The Borrowers will apply the proceeds of
the Revolving Loans (a) for general corporate and working capital purposes of
the Borrowers and their Subsidiaries (including Permitted Acquisitions), (b) the
payment of fees and expenses in connection with the transactions contemplated
hereby, and (c) for issuing Letters of Credit for the account of the Borrowers
and the Subsidiary Guarantors in the ordinary course of their business.

     SECTION 7.1.8. Future Guarantors, Security, etc. Winn-Dixie will, and will
cause each U.S. Subsidiary to, execute any documents, Filing Statements,
agreements and instruments (including, without limitation, Collateral Access
Agreements, Blocked Account Agreements, Processor Letters and Direction

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Letters), and take all further action (including filing Mortgages and/or
Mortgage Amendments) that may be required under applicable law, or that the
Administrative Agent may reasonably request, in order to effectuate the
transactions contemplated by the Loan Documents and in order to grant, preserve,
protect and perfect the validity and first priority (subject to Permitted Liens)
of the Liens created or intended to be created by the Loan Documents. Winn-Dixie
will promptly cause any subsequently acquired or organized Material Subsidiary
which is a U.S. Subsidiary or any U.S. Subsidiary which becomes a Material
Subsidiary to execute a Subsidiary Guaranty substantially in the form of Exhibit
G attached hereto (or a supplement thereto) and each applicable Loan Document in
favor of the Secured Parties. In addition, from time to time, the Borrowers
will, at their cost and expense, promptly secure the Obligations by pledging or
creating, or causing to be pledged or created, perfected Liens with respect to
such of its and its U.S. Subsidiaries' assets and properties (other than (i)
Real Property owned and located in Florida, Retail Store number 2701 in
Stockbridge, Georgia, any Real Property acquired after the Closing Date
elsewhere for a purchase price of less than $7,500,000 for a single piece of
Real Property or less than $25,000,000 in the aggregate for a purchase of
related properties or series of related properties (including the purchase of a
chain of stores or a portion of a chain of stores), any Real Property Leases,
fixtures, and aircraft and (ii) in respect of the perfection of Liens only,
motor vehicles, motor vehicle trailers, Florida liquor licenses and, in each
case except as set forth in a Security Agreement, Deposit Accounts (as defined
in a Security Agreement) and investment property not constituting Capital
Securities pledged pursuant to a Pledge Agreement ) as the Administrative Agent
or the Required Lenders shall designate, provided that neither the Borrowers nor
their Subsidiaries shall be required to pledge more than 65% of the Voting
Securities of any Foreign Subsidiary or to grant a Lien that would cause a
breach by any Borrower or any of their Subsidiaries of any obligation to any
Person the incurrence of which is permitted by the Agreement (including under
Sections 7.2.2 and 7.2.14 hereof). Such Liens will be created under the Loan
Documents in form and substance satisfactory to the Administrative Agent, and
the Borrowers shall deliver or cause to be delivered to the Administrative Agent
all such instruments and documents (including legal opinions, title insurance
policies and lien searches) as the Administrative Agent shall reasonably request
in connection with the deliveries required under, or to evidence compliance with
this Section.

     SECTION 7.1.9. Conduct of Business; Separate Existence; Maintenance of
Authorizations. Winn-Dixie will, and will cause each of its Material
Subsidiaries to (a) carry on and conduct its business in the same manner as it
is currently conducted; (b) do all things necessary to remain duly organized,
validly existing and in good standing in its jurisdiction of organization and
maintain all requisite authority to conduct its business in each jurisdiction in
which its business is conducted; and (c) do all things reasonably necessary to
renew, extend and continue in effect all authorizations which may at any time
and from time to time be necessary to operate and own the business and assets of
Winn-Dixie and its Subsidiaries in compliance with all applicable laws and
regulations, except in each case where the failure to so comply could not
reasonably be expected to have a Material Adverse Effect.

     SECTION 7.1.10. Additional Deliveries. Winn-Dixie will, and will cause each
of its Subsidiaries to:

          (a)  Deliver to the Agents no later than 30 days following the Closing
     Date, extendable by up to an additional 45 days with the consent of the
     Agents in their sole discretion, amendments to the Mortgages substantially
     in the form of Exhibit J-3 (with such changes as may be required by the
     Administrative Agent and its counsel in order to comply with matters of
     local law) and otherwise in form and substance satisfactory to the
     Administrative Agent and in a form suitable for recording or filing, each
     duly executed and acknowledged by the applicable Obligor (the "Mortgage
     Amendments"), together with a Mortgage Modification Endorsement (or, if
     available at no materially greater cost, a Date-Down Endorsement) to the
     lender's title insurance policies delivered with respect to each such
     Mortgage under the Existing Credit Agreement in

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     form and substance satisfactory to the Administrative Agent and such other
     approvals, opinions, or documents as the Agents may request in form and
     substance reasonably satisfactory to the Agents;

          (b) Deliver to the Agents no later than 30 days following the Closing
     Date, extendable by up to an additional 45 days with the consent of the
     Agents in their sole discretion, a title search for each Property showing
     that the applicable mortgagor is the current record title holder and
     showing no liens of record other than Designated Permitted Liens and any
     matters an accurate survey of such Property would disclose subsequent to
     the date of the survey referenced in the title insurance policies delivered
     pursuant to the Existing Credit Agreement (it being agreed that if any
     title search delivered pursuant to Section 5.1.15 for any Property shall
     comply with the requirements of this Section, then no additional title
     search with respect to such Property shall be required under this Section);

          (c) Use their best efforts to deliver to the Agents no later than 30
     days following the Closing Date any Collateral Access Agreements described
     in Section 5.1.16 and not delivered on or before the Closing Date;

          (d) Use commercially reasonable efforts to deliver to the Agents no
     later than 30 days following the Closing Date any Blocked Account
     Agreements described in Section 5.1.22 and not delivered on or before the
     Closing Date for Majority Accounts not held by the Administrative Agent,
     including that in the event a Majority Account Bank refuses to enter into a
     Blocked Account Agreement within 30 days of Winn-Dixie's or the applicable
     Subsidiary's request, the Agents shall have the right to direct Winn-Dixie
     to transfer, or cause the applicable Subsidiary to transfer, the assets in
     the Majority Accounts held with such Majority Account Bank to the
     Administrative Agent or a bank that will enter into a Blocked Account
     Agreement with respect to such assets;

          (e) Use commercially reasonable efforts to deliver to the Agents no
     later than 45 days following the Closing Date any Processor Letters
     described in Section 5.1.23 and not delivered on or before the Closing
     Date; and

          (f) Use commercially reasonable efforts to, and to cause their
     Subsidiaries to, deliver to the Agents no later than 10 days following the
     Closing Date any Direction Letters described in Section 5.1.26 and not
     delivered on or before the Closing Date.

     SECTION 7.1.11. Offsite Books and Records. Winn-Dixie will, and will cause
its Subsidiaries to, maintain and update copies of substantially all electronic
records or reports of Collateral and copies of substantially all electronic
books and records of each Borrower and Guarantor in a backup data storage system
housed at the existing distribution facility in Baldwin, Florida, or other
premises owned by any Borrower.

     SECTION 7.1.12. Eligible Inventory. Winn-Dixie will, and will cause its
Subsidiaries to, ensure at all times that all Inventory included in the
Borrowing Base is owned by a Borrower under this Agreement at the time of such
inclusion.

     SECTION 7.2. Negative Covenants. Each Borrower covenants and agrees with
each Lender, each Issuer and the Agents that until the Termination Date has
occurred, each Borrower will, and will cause its Subsidiaries to, perform or
cause to be performed the obligations set forth below.

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                Winn-Dixie Amended and Restated Credit Agreement

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     SECTION 7.2.1. Business Activities. Winn-Dixie will not, and will not
permit any of its Subsidiaries to, engage in any business activity except those
business activities engaged in on the date of this Agreement and activities
reasonably related or incidental thereto.

     SECTION 7.2.2. Indebtedness. Winn-Dixie will not, and will not permit any
of its Subsidiaries to, create, incur, assume or permit to exist any
Indebtedness, other than:

          (a) Indebtedness in respect of (i) the Obligations (including with
     respect to the Existing Letters of Credit, as described in Item 7.2.2(a) of
     the Disclosure Schedule) and (ii) any Hedging Obligations incurred in the
     ordinary course of business of Winn-Dixie and its Subsidiaries (which shall
     exclude Hedging Obligations incurred under agreements entered into for
     speculative purposes or as an arbitrage of rates);

          (b) until the Closing Date, Indebtedness that is to be repaid in full
     as further identified in Item 7.2.2(b) of the Disclosure Schedule;

          (c) Indebtedness existing as of the Original Effective Date which is
     identified in Item 7.2.2(c) of the Disclosure Schedule, the Existing Other
     Letters of Credit, and refinancing of such Indebtedness; provided that (x)
     the principal amount (as such amount may have been reduced following the
     Original Effective Date) thereof is not increased, (y) the maturity date
     thereof is not shortened, and (z) the material terms thereof are not
     materially more onerous on any Borrower than the terms contained in the
     Indebtedness being refinanced;

          (d) Indebtedness (i) incurred in the ordinary course of business of
     Winn-Dixie and its Subsidiaries (including open accounts extended by
     suppliers on normal trade terms in connection with purchases of goods and
     services which are not overdue for a period of more than 90 days or, if
     overdue for more than 90 days, as to which a dispute exists and appropriate
     reserves in conformity with GAAP have been established on the books of
     Winn-Dixie or such Subsidiary) and (ii) in respect of performance, surety
     or appeal bonds provided in the ordinary course of business, but excluding
     (in each case), Indebtedness incurred through the borrowing of money or
     Contingent Liabilities in respect thereof;

          (e) Indebtedness (i) in respect of industrial revenue bonds or other
     similar governmental or municipal bonds, (ii) evidencing the deferred
     purchase price of newly acquired property or incurred to finance the
     acquisition of equipment of Winn-Dixie and its Subsidiaries (pursuant to
     purchase money mortgages or otherwise, whether owed to the seller or a
     third party), in each case used in the ordinary course of business of
     Winn-Dixie and its Subsidiaries (provided that such Indebtedness is
     incurred within 60 days of the acquisition of such property) and (iii)
     Capitalized Lease Liabilities; provided that the aggregate amount of all
     Indebtedness outstanding pursuant to this clause shall not at any time
     exceed $100,000,000; provided further that neither Winn-Dixie nor any
     Material Subsidiary may have any Contingent Liability in respect of such
     Indebtedness incurred by any Subsidiary which is not a Subsidiary
     Guarantor;

          (f) (i) Indebtedness of any Subsidiary Borrower or Subsidiary
     Guarantor owing to any Borrower or any Subsidiary Guarantor, (ii)
     Indebtedness of any U.S. Subsidiary that is not a Subsidiary Guarantor and
     any Foreign Subsidiary owing to any Borrower in an aggregate amount
     outstanding at any time for all Borrowers collectively not to exceed
     $10,000,000 (which Indebtedness shall not (when aggregated with the amount
     of Investments made by the Borrowers in Foreign Subsidiaries or U.S.
     Subsidiaries that are not Subsidiary Guarantors under clause (d)(iii) of
     Section 7.2.5), exceed $10,000,000), (iii) Indebtedness of any Bahamian
     Subsidiary owing to any other Bahamian Subsidiary, and (iv) so long as at
     the time of the

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                Winn-Dixie Amended and Restated Credit Agreement

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     incurrence of such Indebtedness, and immediately after giving effect
     thereto, no Event of Default has occurred and is continuing and Excess
     Availability is greater than $75,000,000, Indebtedness of a single Foreign
     Subsidiary to be formed for insurance purposes owing to any Borrower or
     Subsidiary Guarantor in an aggregate amount for all such investments not to
     exceed $40,000,000 (which Indebtedness shall not, when aggregated with the
     amount of Investments made by the Borrowers and Subsidiary Guarantors under
     clause(d)(v) of Section 7.2.5, exceed $40,000,000), in each case

              (x) which Indebtedness shall not be forgiven or otherwise
          discharged for any consideration other than payment in full or in part
          in cash (provided that only the amount repaid in part shall be
          discharged); and

              (y) to the extent such Indebtedness is payable to any Borrower or
          a Subsidiary Guarantor and evidenced by one or more promissory notes,
          any such promissory notes shall be delivered in pledge to the
          Administrative Agent pursuant to a Loan Document;

          (g) unsecured Indebtedness (not evidenced by a note or other
     instrument) of Winn-Dixie owing to a Subsidiary Guarantor that has
     previously executed and delivered to the Administrative Agent the Interco
     Subordination Agreement;

          (h) Indebtedness evidenced by the Senior Unsecured Notes in an
     aggregate principal amount not exceeding $300,000,000, less any payments
     made thereon;

          (i) unsecured Subordinated Debt of Winn-Dixie incurred pursuant to the
     terms of the Sub Debt Documents in a principal amount not to exceed
     $250,000,000, and unsecured subordinated Contingent Liabilities of the
     Subsidiary Borrowers and the Subsidiary Guarantors in respect of such
     Subordinated Debt, and (in each case), refinancings of such Subordinated
     Debt and subordinated Contingent Liabilities which continue to satisfy the
     terms of the definition of "Subordinated Debt";

          (j) Indebtedness of a Person existing at the time such Person became a
     Subsidiary of Winn-Dixie, but only if such Indebtedness was not created or
     incurred in contemplation of such Person becoming a Subsidiary and the
     aggregate outstanding amount of all Indebtedness existing pursuant to this
     clause does not result in a Default (including under Section 7.2.4);
     provided that neither the Borrowers nor any Material Subsidiary may have
     any Contingent Liability in respect of such Indebtedness incurred by any
     Subsidiary which is not a Subsidiary Guarantor;

          (k) Indebtedness incurred in connection with the relocation of
     personnel in an aggregate amount at any time not to exceed $10,000,000;

          (l) Indebtedness in respect of letters of credit that (i) are issued
     subsequent to the date 364 days before the Stated Maturity Date (as in
     effect as of the Closing Date), (ii) are stated to expire one year from the
     date of initial issuance or extension and (iii) are issued for workers
     compensation, provided that the aggregate amount of all Indebtedness
     outstanding pursuant to this clause shall not at any time exceed
     $75,000,000; and

          (m) other Indebtedness of the Borrowers and their Subsidiaries (other
     than Indebtedness of the Foreign Subsidiaries and U.S. Subsidiaries that
     are not Subsidiary Guarantors owing to Winn-Dixie) in an aggregate amount
     at any time outstanding not to exceed $50,000,000,

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                Winn-Dixie Amended and Restated Credit Agreement

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     provided that none of the Indebtedness permitted by this clause(m) shall be
     for the purposes described in clause (l);

provided, however, that no Indebtedness otherwise permitted by clauses (c), (e),
(f)(i), (f)(ii), f(iii), f(iv) (i), (j), (k), (l), or (m) shall be assumed,
created or otherwise incurred if a Default has occurred and is then continuing
or would result therefrom.

     SECTION 7.2.3. Liens. Winn-Dixie will not, and will not permit any of its
Subsidiaries to, create, incur, assume or permit to exist any Lien upon any of
its property (including Capital Securities of any Person), revenues or assets,
whether now owned or hereafter acquired, except:

          (a) Liens securing payment of the Obligations;

          (b) until the Closing Date, Liens securing payment of Indebtedness of
     the type described in clause (b) of Section 7.2.2;

          (c) (i) Liens existing as of the Original Effective Date and disclosed
     in Item 7.2.3(c) of the Disclosure Schedule securing Indebtedness described
     in clause (c) of Section 7.2.2 and (ii) Liens securing any extension,
     renewal or replacement of any obligations secured by any such Lien;
     provided, that (x) in respect of Liens permitted pursuant to clause (c)(i)
     of this Section 7.2.3, no such Lien shall encumber any additional property
     and the amount of Indebtedness secured by such Lien is not increased from
     that existing on the Original Effective Date (as such Indebtedness may have
     been permanently reduced subsequent to the Original Effective Date), and
     (y) in respect of Liens permitted pursuant to clause (c)(ii) of this
     Section 7.2.3, such Lien shall only cover the same assets which originally
     secured the obligations being extended, renewed or replaced;

          (d) Liens on property other than Inventory securing Indebtedness
     permitted under clause (e) of Section 7.2.2; provided that (i) such Lien is
     granted within 60 days after such Indebtedness is incurred, (ii) the
     Indebtedness secured thereby does not exceed 80% of the lesser of the cost
     or the fair market value of the applicable property, improvements or
     equipment at the time of such acquisition (or construction) and (iii) such
     Lien secures only the assets that are the subject of the Indebtedness
     referred to in such clause;

          (e) Liens on property other than Inventory securing Indebtedness
     permitted by clause (j) of Section 7.2.2; provided that such Liens existed
     prior to such Person becoming a Subsidiary, were not created in
     anticipation thereof and attach only to specific tangible assets of such
     Person (and not assets of such Person generally);

          (f) Liens in favor of carriers, warehousemen, mechanics, materialmen,
     lessors of personal property and landlords granted or arising in the
     ordinary course of business or as a matter of law for amounts not overdue
     or being diligently contested in good faith by appropriate proceedings and
     for which appropriate reserves in accordance with GAAP shall have been set
     aside on its books;

          (g) Liens incurred or deposits made in the ordinary course of business
     in connection with worker's compensation, unemployment insurance or other
     forms of governmental insurance or benefits, or to secure performance of
     tenders, statutory obligations, bids, leases or other similar obligations
     (other than for borrowed money) entered into in the ordinary course of
     business or to secure obligations on surety and appeal bonds or performance
     bonds;

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                Winn-Dixie Amended and Restated Credit Agreement

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          (h) judgment Liens in existence for less than 60 days after the entry
     thereof or with respect to which execution has been stayed or the payment
     of which is covered in full (subject to a customary deductible) by
     insurance maintained with responsible insurance companies and which do not
     otherwise result in an Event of Default under Section 8.1.6 and other
     judgment Liens that do not singly exceed $1,000,000;

          (i) easements, rights-of-way and zoning restrictions;

          (j) minor defects or irregularities in title, and rights of licensees
     and concessionaires, and other similar encumbrances not interfering in any
     material respect with the value or use of the property to which such Lien
     is attached;

          (k) Liens for Taxes not at the time delinquent or thereafter payable
     without penalty or being diligently contested in good faith by appropriate
     proceedings and for which appropriate reserves in accordance with GAAP
     shall have been set aside on its books;

          (l) Liens constituting a property interest of a lessee, concessionaire
     or licensee in property leased or occupied by such Person from an Obligor;

          (m) Liens on residential Real Property incurred in connection with
     Indebtedness permitted pursuant to Section 7.2.2(k);

          (n) Liens incurred in connection with the cash collateralization of
     any Letters of Credit permitted to be incurred pursuant to Section
     7.2.2(l); and

          (o) other Liens on property other than Inventory securing Indebtedness
     in an aggregate amount not to exceed $30,000,000.

     SECTION 7.2.4. Financial Condition. The Borrowers shall not permit any of
the events set forth below to occur (and all calculations of Adjusted Excess
Availability, Average Excess Availability and EBITDA for purposes hereof shall
be accompanied by a certificate of the chief financial or other Authorized
Officer of Winn-Dixie acceptable to the Administrative Agent, all in reasonable
detail and reasonably satisfactory to the Administrative Agent):

          (a) The Borrowers will not permit the Adjusted Excess Availability to
     fall below $150,000,000 at any time; and

          (b) The Borrowers shall not permit the consolidated EBITDA of
     Winn-Dixie and its Subsidiaries for the most recently ended trailing twelve
     month period, tested on the last day of each Fiscal Quarter occurring
     during such twelve month period (each, a "Test Date"), to be less than the
     amounts set forth below opposite the period in which such Test Date falls:

                 Minimum EBITDA                    Period
                 --------------                    ------

             $325,000,000         Closing Date through First Fiscal Quarter 2005

             $350,000,000         Thereafter

     provided that if the Average Excess Availability for any Test Date is
greater than or equal to $75,000,000, the Borrowers shall not be required to
have maintained a minimum EBITDA in accordance with the foregoing provisions of
this clause (b) as of such Test Date.

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                Winn-Dixie Amended and Restated Credit Agreement

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     SECTION 7.2.5. Investments. Winn-Dixie will not, and will not permit any of
its Subsidiaries to, purchase, make, incur, assume or permit to exist any
Investment in any other Person, except:

          (a) Investments existing on the Closing Date and identified in Item
     7.2.5(a) of the Disclosure Schedule;

          (b) Cash Equivalent Investments with respect to which the Lenders have
     a fully perfected Lien;

          (c) Investments received in connection with the bankruptcy or
     reorganization of, or settlement of delinquent accounts and disputes with,
     customers and suppliers, in each case in the ordinary course of business;

          (d) Investments by way of contributions to capital, purchases of
     Capital Securities and extensions of credit (i) by Winn-Dixie in any other
     Borrower or Subsidiary Guarantor, by any Subsidiary Borrower or Subsidiary
     Guarantor in any wholly owned Subsidiary Borrower or Subsidiary Guarantor,
     (ii) by any Subsidiary Borrower or Subsidiary Guarantor in Winn-Dixie,
     (iii) by Winn-Dixie in any U.S. Subsidiary that is not a Subsidiary
     Borrower or a Subsidiary Guarantor and any Foreign Subsidiary in an
     aggregate amount not to exceed $10,000,000 at any time outstanding, (iv) by
     W-D (Bahamas) Limited comprising a revolving credit facility extended by it
     to Bahamas Supermarkets Limited in a maximum amount of $7,000,000 or (v) so
     long as at the time of making such Investments, and immediately after
     giving effect thereto, no Event of Default has occurred and is continuing
     and Average Excess Availability is greater than $75,000,000, by the
     Borrowers and the Subsidiary Guarantors in a single Foreign Subsidiary to
     be formed for insurance purposes in an aggregate amount for all such
     investments not to exceed $40,000,000 (which Investment shall not, when
     aggregated with the amount of Indebtedness incurred pursuant to clause
     (f)(iv) of Section 7.2.2, exceed $40,000,000;

          (e) Investments constituting (i) accounts receivable arising, (ii)
     trade debt granted or (iii) deposits made in connection with the purchase
     price of goods or services, in each case in the ordinary course of
     business;

          (f) Investments by way of the acquisition of Capital Securities or
     assets constituting Permitted Acquisitions (i) in an aggregate amount not
     to exceed $100,000,000 in any Fiscal Year, and (ii) in an aggregate amount
     not to exceed $300,000,000 over the term of this Agreement; provided that,
     in any event, (x) such Investments shall result in the acquisition of a
     wholly owned Material Subsidiary that is a U.S. Subsidiary, (y) upon making
     such Investments, the provisions of Section 7.1.8 are complied with and (z)
     none of the Inventory acquired in connection with such Permitted
     Acquisition shall be included in the Borrowing Base unless and until the
     Inventory Agent has conducted a collateral audit thereon satisfactory to it
     and has made appropriate adjustments, if any, to the Reserves and/or the
     definition of Eligible Inventory;

          (g) Investments consisting of any deferred portion of the sales price
     received by any Borrower or any Subsidiary Guarantor in connection with any
     Disposition permitted under Section 7.2.11; and

          (h) other Investments in an aggregate amount not to exceed $25,000,000
     after the Closing Date;

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                Winn-Dixie Amended and Restated Credit Agreement

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provided, however, that

          (i) any Investment which when made complies with the requirements of
     the definition of the term "Cash Equivalent Investment" may continue to be
     held notwithstanding that such Investment if made thereafter would not
     comply with such requirements; and

          (j) no Investment otherwise permitted by clauses d(i), d(iii), (f) or
     (h) shall be permitted to be made if any Default has occurred and is
     continuing or would result therefrom; and

          (k) no Investment otherwise permitted by clause (f) shall be permitted
     unless, after giving effect thereto, the Average Excess Availability is at
     least $75,000,000.

     SECTION 7.2.6. Restricted Payments, etc. Winn-Dixie will not, and will not
permit any of its Subsidiaries to make, declare or commit to make a Restricted
Payment, or make or commit to make any deposit for any Restricted Payment,
unless:

          (a) such Restricted Payment is made by a Subsidiary to Winn-Dixie or a
     wholly owned Subsidiary, by any wholly owned Subsidiary of a partially
     owned subsidiary to its parent or by any partially owned Subsidiary pro
     rata to its stockholders;

          (b) no Default has occurred and is continuing or would result from the
     payment thereof; and

          (c) after giving effect to such Restricted Payment, the Average Excess
     Availability will not be less than $75,000,000;

     provided that any dividend which has been declared in accordance with the
foregoing provisions of this Section 7.2.6 shall also be permitted to be made if
(and only if) (i) (A) the Agents shall have established a Reserve in an amount
equal to 100% of the amount of the declared dividend on the day such dividend
was declared and (B) the aggregate amount of all such dividends shall not exceed
$8,000,000 during any Fiscal Quarter or $32,000,000 during any Fiscal Year and
(ii) at the time of payment of such dividend, no Default shall exist pursuant to
Section 8.1.1 or under Section 7.2.4(a).

     SECTION 7.2.7. Changes to Fiscal Year. Winn-Dixie will not, and will not
permit any of its Subsidiaries to, change its Fiscal Year

     SECTION 7.2.8. No Prepayment of Debt. Winn-Dixie will not, and will not
permit any of its Subsidiaries to,

          (a) unless the Required Lenders otherwise agree in writing, make any
     payment or prepayment of principal of, or premium or interest on, any
     Subordinated Debt or the Indebtedness evidenced by the Senior Unsecured
     Notes (i) other than the stated, scheduled date for payment of interest set
     forth in the applicable Sub Debt Documents and Senior Unsecured Notes
     Documents, or (ii) which would violate the terms of this Agreement, the
     applicable Sub Debt Documents or the Senior Unsecured Notes Documents;

          (b) redeem, retire, purchase, repurchase, defease or otherwise acquire
     any Subordinated Debt or any Senior Unsecured Notes; or

          (c) make any deposit (including the payment of amounts into a sinking
     fund or other similar fund) for any of the foregoing purposes;

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                Winn-Dixie Amended and Restated Credit Agreement

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provided, however, that the Borrowers may prepay or repurchase the Senior
Unsecured Notes so long as (i) no Default has occurred and is continuing or
would result from the prepayment or repurchase thereof and (ii) after giving
effect to such prepayment or repurchase, the Average Excess Availability will
not be less than $75,000,000.

     Furthermore, neither Winn-Dixie nor any Subsidiary will designate any
Indebtedness other than the Obligations as "Designated Senior Debt" (or any
analogous term) in any Sub Debt Document.

     SECTION 7.2.9. Issuance of Capital Securities. Winn-Dixie will not, and
will not permit any of its Subsidiaries to, (a) issue any Capital Securities
(whether for value or otherwise) to any Person other than (in the case of
Subsidiaries), to Winn-Dixie or another wholly owned Subsidiary or (b) become
liable in respect of any obligation (contingent or otherwise) to purchase,
redeem, retire, acquire or make any other payment in respect of any Capital
Securities of Winn-Dixie or any Subsidiary or any option, warrant or other right
to acquire any such Capital Securities.

     SECTION 7.2.10. Consolidation, Merger, etc. Winn-Dixie will not, and will
not permit any of its Subsidiaries to, liquidate or dissolve, consolidate with,
or merge into or with, any other Person, or purchase or otherwise acquire all or
substantially all of the assets of any Person (or any division thereof), except

          (a) any Subsidiary may liquidate or dissolve voluntarily into, and may
     merge with and into, Winn-Dixie or any other Subsidiary (provided, however,
     that (i) a Subsidiary Borrower may only liquidate or dissolve into, or
     merge with and into, Winn-Dixie or another Borrower and (ii) a Guarantor
     may only liquidate or dissolve into, or merge with and into, Winn-Dixie or
     another Borrower or Guarantor), and the assets or Capital Securities of any
     Subsidiary may be purchased or otherwise acquired by Winn-Dixie or any
     other Subsidiary (provided, however, that (i) the assets or Capital
     Securities of any Subsidiary Borrower may only be purchased or otherwise
     acquired by Winn-Dixie or another Borrower and (ii) the assets or Capital
     Securities of any Guarantor may only be purchased or otherwise acquired by
     Winn-Dixie or another Borrower or Guarantor); provided further that in no
     event shall any Pledged Subsidiary consolidate with or merge with and into
     any Subsidiary other than another Pledged Subsidiary unless after giving
     effect thereto, the Administrative Agent shall have a perfected pledge of,
     and security interest in and to, at least the same percentage of the issued
     and outstanding interests of Capital Securities (on a fully diluted basis)
     of the surviving Person as the Administrative Agent had immediately prior
     to such merger or consolidation in form and substance satisfactory to the
     Administrative Agent and its counsel, pursuant to such documentation and
     opinions as shall be necessary in the opinion of the Administrative Agent
     to create, perfect or maintain the collateral position of the Secured
     Parties therein; and

          (b) so long as no Default has occurred and is continuing or would
     occur after giving effect thereto, the Borrowers or any of their
     Subsidiaries may (to the extent permitted by clause (f) of Section 7.2.5)
     purchase all or substantially all of the assets or Capital Securities of
     any Person (or any division thereof), or acquire such Person by merger.

     SECTION 7.2.11. Permitted Dispositions. Winn-Dixie will not, and will not
permit any of its Subsidiaries to, Dispose of any of Winn-Dixie's or such
Subsidiaries' assets (including accounts receivable and Capital Securities of
Subsidiaries) to any Person in one transaction or series of transactions unless
such Disposition:

          (a) (i) is in the ordinary course of its business and (A) consists of
     (I) the lease (or sublease) of a portion of any Real Property owned or
     leased by any Borrower or any Subsidiary

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                Winn-Dixie Amended and Restated Credit Agreement

<PAGE>

     or (II) the temporary license (or temporary sublicense) of any patents,
     patent rights, trademarks, trademark rights, trade names, trade name
     rights, service marks, service mark rights, copyrights or other
     intellectual property rights; provided that such lease (or sublease) or
     temporary license (or temporary sublicense) shall not interfere with the
     primary use of such Real Property or intellectual property right, or (B)
     constitutes Inventory or is, in the reasonable determination of Winn-Dixie,
     of obsolete or worn out assets or property, or assets or property no longer
     used in its business, (ii) is to a Borrower or any Subsidiary Guarantor, or
     (iii) is permitted by Section 7.2.10;

          (b)  is for fair market value to any Person other than an Affiliate or
     Subsidiary, and the following conditions are met:

               (i)   the aggregate fair market value, as well as the aggregate
          book value, of all such asset sales do not exceed $50,000,000 in any
          Fiscal Year and $200,000,000 in the aggregate for the term of this
          Agreement; provided that assets sold during the 2002 Fiscal Year shall
          not be treated as usage of such $200,000,000 basket and provided
          further that any single asset sold for less than $1,000,000 shall not
          be treated as usage of either the $50,000,000 or $200,000,000 baskets
          contained in this clause (b)(i) unless such asset is sold as part of a
          group of assets for an amount in excess of $5,000,000 in the
          aggregate;

               (ii)  immediately prior to and immediately after giving effect to
          such disposition, no Default shall have occurred or would result
          therefrom (including without limitation under Section 7.2.4);

               (iii) the Borrower has applied any Net Disposition Proceeds
          pursuant to clause (b) of Section 3.1.1 to the extent required by the
          terms thereof; and

               (iv)  all the consideration for such sale, transfer, lease,
          contribution or conveyance is cash;

          (c)  constitutes a Permitted Sale and Leaseback Transaction;

          (d)  constitutes a Permitted Lien; or

          (e)  occurs when no Default shall have occurred and be continuing, and
     comprises the sale or discount of accounts receivable arising in the
     ordinary course of business in connection with the compromise or collection
     thereof; provided that such sale or discount shall be without recourse to
     Winn-Dixie or any Subsidiary of Winn-Dixie.

     SECTION 7.2.12. Modification of Certain Agreements. Winn-Dixie will not,
and will not permit any of its Subsidiaries to, consent to any amendment,
supplement, waiver or other modification of, or enter into any forbearance from
exercising any rights with respect to the terms or provisions contained in, or
applicable to (a) any Sub Debt Documents or the Senior Unsecured Notes
Documents, other than any amendment, supplement, waiver or modification for
which no fee (other than as reimbursement of out-of-pocket expenses) is payable
to the holders of the Subordinated Debt or the Senior Unsecured Notes and which
(i) extends the date or reduces the amount of any required repayment, prepayment
or redemption of the principal of such Subordinated Debt or Senior Unsecured
Notes, (ii) reduces the rate or extends the date for payment of the interest,
premium (if any) or fees payable on such Subordinated Debt or Senior Secured
Notes or (iii) makes the covenants, events of default or remedies in such Sub
Debt Documents or Senior Unsecured Notes Documents less restrictive on
Winn-Dixie or (b) any acquisition agreement relating to any Permitted
Acquisition.

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     SECTION 7.2.13. Transactions with Affiliates. Winn-Dixie will not, and will
not permit any of its Subsidiaries to, enter into or cause or permit to exist
any arrangement, transaction or contract (including for the purchase, lease or
exchange of property or the rendering of services) with any of its other
Affiliates, unless such arrangement, transaction or contract (a) is on fair and
reasonable terms no less favorable to Winn-Dixie or such Subsidiary than it
could obtain in an arm's-length transaction with a Person that is not an
Affiliate and (b) is of the kind which would be entered into by a prudent Person
in the position of Winn-Dixie or such Subsidiary with a Person that is not one
of its Affiliates.

     SECTION 7.2.14. Restrictive Agreements, etc. Winn-Dixie will not, and will
not permit any of its Subsidiaries to, enter into any agreement prohibiting

          (a)  the creation or assumption of any Lien upon its properties,
     revenues or assets, whether now owned or hereafter acquired;

          (b)  the ability of any Obligor to amend or otherwise modify any Loan
     Document; or

          (c)  the ability of any Subsidiary to make any payments, directly or
     indirectly, to Winn-Dixie, including by way of dividends, advances,
     repayments of loans, reimbursements of management and other intercompany
     charges, expenses and accruals or other returns on investments.

The foregoing prohibitions shall not apply to restrictions contained (i) in any
Loan Document, (ii) in the case of clause (a), any agreement governing any
Indebtedness permitted by clause (e) of Section 7.2.2 as to the assets financed
with the proceeds of such Indebtedness, or (iii) in the case of clauses (a) and
(c), any agreement of a Foreign Subsidiary governing the Indebtedness permitted
by clause (f)(ii) of Section 7.2.2.

     SECTION 7.2.15. Sale and Leaseback. Winn-Dixie will not, and will not
permit any of its Subsidiaries to, directly or indirectly enter into any
agreement or arrangement providing for the sale or transfer by it of any
property (now owned or hereafter acquired) to a Person and the subsequent lease
or rental of such property or other similar property from such Person; provided
that Winn-Dixie or any Subsidiary may enter into any such sale and leaseback
transaction if (a) the aggregate net book value of the properties sold or
transferred in any such transactions does not exceed $150,000,000 after the
Closing Date, (b) the Borrower or such Subsidiary has applied any Net Sale and
Leaseback Proceeds pursuant to clause (b) of Section 3.1.1 to the extent
required by the terms thereof and (c) immediately prior to and immediately after
giving effect thereto, no Default shall have occurred or would result therefrom
(including without limitation under Section 7.2.4).

     SECTION 7.2.16. Collateral Access Agreements. The Borrowers will not, and
will not permit the Subsidiary Guarantors to, enter into a new lease for a
distribution center or Winn-Dixie's headquarters with any landlord, other than
renewals as to the existing headquarters and the existing distribution centers
in Item 6.27 of the Disclosure Schedule, unless the Agents have received
counterparts of a Collateral Access Agreement duly executed by such landlord and
the applicable Obligor.

     SECTION 7.2.17. Debit and Credit Card Processors. The Borrowers will not,
and will not permit the Subsidiary Guarantors to, enter into a debit or credit
card processing arrangement with any Person other than those existing
arrangements listed in Item 6.28 of the Disclosure Schedule, unless the Agents
have received counterparts of a Processor Letter duly executed by such Person
and the applicable Obligor.

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         SECTION 7.2.18. Direction Banks. The Borrowers will not, and will not
permit their Subsidiaries to, open any Bank Accounts with any Direction Bank
other than those listed in Item 6.30 of the Disclosure Schedule, unless the
applicable Borrower or Subsidiary shall have delivered a Direction Letter to
such Direction Bank with respect to such Bank Account.

         SECTION 7.3. Collateral Reporting and Covenants.

         SECTION 7.3.1. Collateral Reporting.

         (a)  The Borrowers shall provide the Inventory Agent with the following
documents in a form satisfactory to the Inventory Agent:

              (i)     promptly following the Inventory Agent's request,
         schedules of sales made and cash received;

              (ii)    promptly following the end of each four week period (but
         in any event within ten (10) Business Days after the end thereof), on a
         four week period basis and, if an Event of Default shall have occurred
         and be continuing or Excess Availability is less than $75,000,000, more
         frequently as the Inventory Agent may request, (A) perpetual inventory
         (in respect of distribution center inventory) and retail stock ledger
         reports, (B) summary inventory mix reports by distribution center and
         by retail stores in the aggregate (and including the amounts of
         Inventory and the value thereof at any leased locations and at premises
         of warehouses, processors or other third parties), (C) agings of
         accounts payable and accrued payables (and including information
         indicating the amounts owing to owners and lessors of leased premises,
         warehouses, processors and other third parties from time to time in
         possession of any Collateral), (D) rent payments and aging of rent
         payments, (E) inventory shrink reports in form and detail satisfactory
         to the Inventory Agent and (F) reports showing the total exposure and
         net obligations of each Borrower and Subsidiary under each Rate
         Protection Agreement;

              (iii)   promptly following the Inventory Agent's request, copies
         of purchase orders, deposit slips and bank statements of any Borrower
         or any of its Subsidiaries;

              (iv)    promptly following the end of each four week period (but
         in any event within ten (10) Business Days after the end thereof), and,
         if an Event of Default shall have occurred and be continuing or Excess
         Availability is less than $75,000,000, more frequently as the Inventory
         Agent may request, a Borrowing Base certificate, substantially in the
         form of Exhibit Q hereto, or with additional form and detail (including
         as to Eligible Inventory) as the Agents may require (each a "Borrowing
         Base Certificate"); and

              (v)     such other reports as to the Collateral as the Agents
         shall reasonably request from time to time.

         (b)  If any Borrower's or Guarantor's records or reports of the
Collateral are prepared or maintained by an accounting service, contractor,
shipper or other agent, such Borrower and Guarantor hereby irrevocably
authorized such service, contractor, shipper or agent to deliver such records,
reports, and related documents to the Inventory Agent and to follow the
Inventory Agent's instructions with respect to further services at any time that
an Event of Default exists or has occurred and is continuing.

         SECTION 7.3.2. Inventory Covenants. With respect to the Inventory: (a)
each Borrower and Guarantor shall at all times maintain inventory records
reasonably satisfactory to the Inventory Agent, keeping correct and accurate
records itemizing and describing the kind, type, quality and quantity of

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Inventory, such Borrower's or Guarantor's cost therefor and daily withdrawals
therefrom and additions thereto; (b) the Borrowers and Guarantors shall continue
their current practices for conducting physical counts of Inventory in the
distribution centers and the retail stores but shall also conduct such physical
counts of such Inventory at any time or times as the Inventory Agent may request
on or after an Event of Default, and promptly following such physical inventory
shall supply the Inventory Agent with a report in the form and with such
specificity as may be satisfactory to the Inventory Agent concerning such
physical count; (c) the Borrowers and Guarantors shall not remove any Inventory
from the locations set forth or permitted in the Security Documents, without the
prior written consent of the Inventory Agent, except for sales or other
dispositions of Inventory in the ordinary course of its business and except to
move Inventory directly from one location set forth or permitted herein to
another such location and except for Inventory shipped from the manufacturer
thereof to such Borrower or Guarantor which is in transit to the locations set
forth or permitted herein; (d) upon the Inventory Agent's request, the Borrowers
shall, at their expense, no more than one (1) time in any twelve (12) month
period, but at any time or times as the Inventory Agent may request on or after
an Event of Default or at the expense of the Lenders, deliver or cause to be
delivered to the Inventory Agent written appraisals as to the Inventory in form,
scope and methodology reasonably acceptable to the Inventory Agent and by an
appraiser acceptable to the Inventory Agent, addressed to the Agents and Lenders
and upon which the Agents and Lenders are expressly permitted to rely; (e) the
Borrowers and Guarantors shall produce, use, store and maintain the Inventory
with all reasonable care and caution and in accordance with applicable standards
of any insurance and in conformity with applicable laws (including the
requirements of the Federal Fair Labor Standards Act of 1938, as amended and all
rules, regulations and orders related thereto); (f) none of the Inventory or
other Collateral constitutes farm products (as defined in the UCC) or the
proceeds thereof; (g) the Borrowers and Guarantors shall not sell Inventory to
any customer on approval, or any other basis upon which the customer has a right
to return or obligates any Borrower or Guarantor to repurchase such Inventory
(it being acknowledged that this does not include discretionary decisions on the
part of the Borrowers and Guarantors to repurchase Inventory); and (h) the
Borrowers and Guarantors shall maintain current rent payments (within applicable
grace periods contained in the leases) at all locations that contain Inventory.

         SECTION 7.3.3. Power of Attorney. Each Borrower and Guarantor hereby
irrevocably designates and appoints the Administrative Agent (and all persons
designated by each Agent) as such Borrower's and Guarantor's true and lawful
attorney-in-fact, and authorizes each Agent, in such Borrower's, Guarantor's or
Agent's name, to: (a) at any time an Event of Default exists or has occurred and
is continuing (i) exercise all of such Borrower's or Guarantor's rights and
remedies to collect any Collateral, (ii) settle, adjust, compromise, extend or
renew an Account, (iii) settle, adjust or compromise any claim, offset,
counterclaim or dispute with account debtors or grant any credits, discounts or
allowances, (iv) prepare, file and sign such Borrower's or Guarantor's name on
any proof of claim in bankruptcy or other similar document against an account
debtor or other obligor in respect of any Collateral, (v) notify the post office
authorities to change the address for delivery of remittances from account
debtors or other obligors in respect of proceeds of any Collateral to an address
designated by such Agent, and open and dispose of all mail addressed to such
Borrower or Guarantor and handle and store all mail relating to the Collateral;
and (vi) do all acts and things which are necessary, in such Agent's
determination, to fulfill such Borrower's or Guarantor's obligations under this
Agreement and the other Loan Documents, (b) at any time an Event of Default
exists or Excess Availability is less than $75,000,000 (i) settle, adjust,
compromise, extend or renew an Account and (ii) settle, adjust or compromise any
claim, offset, counterclaim or dispute with account debtors or grant any
credits, discounts or allowances, and (c) at any time (i) have access to any
lockbox or postal box into which remittances from account debtors or other
obligors in respect of proceeds of Collateral are sent or received, (ii) endorse
such Borrower's or Guarantor's name upon any items of payment constituting
Collateral or otherwise received by an Agent and any Lender and deposit the same
in an Agent's account for application to the Obligations, (iii) endorse such
Borrower's or Guarantor's name upon any chattel

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paper, document, instrument, invoice, or similar document or agreement relating
to any Collateral, including any warehouse or other receipts, or bills of lading
and other negotiable or non-negotiable documents, and (iv) clear Inventory the
purchase of which was financed with Letters of Credit through U.S. Customs or
foreign export control authorities in such Borrower's or Guarantor's name, an
Agent's name or the name of such Agent's designee, and to sign and deliver to
customs officials powers of attorney in such Borrower's or Guarantor's name for
such purpose, and to complete in such Borrower's or Guarantor's or an Agent's
name, any order, sale or transaction, obtain the necessary documents in
connection therewith and collect the proceeds thereof. Each Borrower and
Guarantor hereby releases each Agent, the Lenders and their respective officers,
employees and designees from any liabilities arising from any act or acts under
this power of attorney and in furtherance thereof, whether of omission or
commission, except as to any Agent or any Lender, for such Agent's or Lender's
own gross negligence or willful misconduct as determined pursuant to a final
non-appealable order of a court of competent jurisdiction.

         SECTION 7.3.4. Right to Cure. An Agent (and all persons designated by
such Agent) may, at its option, upon notice to the Administrative Borrower, (a)
cure any default by any Borrower or Guarantor under any material agreement with
a third party that affects the Collateral, its value or the ability of an Agent
to collect, sell or otherwise dispose of the Collateral or the rights and
remedies of such Agent or any Lender therein or the ability of any Borrower or
Guarantor to perform its obligations hereunder or under any of the other Loan
Documents, (b) pay or bond on appeal any judgment entered against any Borrower
or Guarantor, (c) discharge taxes, liens, security interests or other
encumbrances at any time levied on or existing with respect to the Collateral
and pay any amount, incur any expense or perform any act which, in such Agent's
judgment, is necessary or appropriate to preserve, protect, insure or maintain
the Collateral and the rights of the Agents and the Lenders with respect
thereto. The Agents may add any amounts so expended to the Obligations and
charge any Borrower's account therefor, such amounts to be repayable by
Borrowers on demand. The Agents and the Lenders shall be under no obligation to
effect such cure, payment or bonding and shall not, by doing so, be deemed to
have assumed any obligation or liability of any Borrower or Guarantor. Any
payment made or other action taken by any Agent or any Lender under this Section
shall be without prejudice to any right to assert an Event of Default hereunder
and to proceed accordingly.

         SECTION 7.3.5. Access to Premises/Field Audits. From time to time as
requested by the Inventory Agent (and all persons designated by the Inventory
Agent), at the cost and expense of the Borrowers, (a) the Inventory Agent or its
designee shall have complete access to all of each Borrower's and Guarantor's
premises during normal business hours and after notice to Winn-Dixie, which
right shall be reasonably exercised in a manner such as to minimize disruption
to the Borrowers' business, or at any time and without notice to the
Administrative Borrower if an Event of Default exists or has occurred and is
continuing, for the purposes of inspecting, verifying and auditing the
Collateral and all of each Borrower's and Guarantor's books and records, and (b)
each Borrower and Guarantor shall promptly furnish to the Inventory Agent such
copies of such books and records or extracts therefrom as the Inventory Agent
may request, and the Inventory Agent or any Lender or Agent's designee may use
during normal business hours such of any Borrower's and Guarantor's personnel,
equipment, supplies and premises as may be reasonably necessary for the
foregoing and if an Event of Default exists or has occurred and is continuing,
for the realization of Collateral. The Inventory Agent shall have the right to
conduct field audits and examinations four times per year, but as many times as
the Inventory Agent may request on or after an Event of Default.

         SECTION 7.4. Majority Accounts.

         SECTION 7.4.1. Maintaining Majority Accounts. The Borrowers will, and
will cause each of the Subsidiaries to, limit the amount of In Store Cash such
that the aggregate amount of such cash is not,

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<PAGE>

by the close of business on any day, in excess of $30,000,000. By the close of
business on each day, the Borrowers will, and will cause their Subsidiaries to,
sweep substantially all the cash of the Borrowers and their Subsidiaries into
accounts maintained with the Administrative Agent, in accordance with past
practices.

         SECTION 7.4.2. Disposition of Funds. If an Event of Default shall have
occurred and be continuing or in the event that Excess Availability is less than
$75,000,000, the Administrative Agent shall have the right to, at any time and
without notice to or consent from any Borrower or Guarantor, direct that any
amounts in Majority Accounts be applied to the payment of any Obligations.

                                  ARTICLE VIII
                                EVENTS OF DEFAULT

         SECTION 8.1. Listing of Events of Default. Each of the following events
or occurrences described in this Article shall constitute an "Event of Default".

         SECTION 8.1.1. Non-Payment of Obligations. Any Borrower shall default
in the payment or prepayment when due of

               (a) any principal of any Loan, any Reimbursement Obligation or
         any deposit of cash for collateral purposes pursuant to Section 2.6.4;
         or

               (b) any interest on any Loan, any fee described in Article III or
         any other monetary Obligation, and such default shall continue
         unremedied for a period of three days after such amount was due.

         SECTION 8.1.2. Breach of Warranty. Any representation or warranty of
any Obligor made or deemed to be made in any Loan Document (including any
certificates delivered pursuant to Article V) is or shall be incorrect when made
or deemed to have been made in any material respect.

         SECTION 8.1.3. Non-Performance of Certain Covenants and Obligations.
Any Borrower shall default in the due performance or observance of any of its
obligations under Section 6.24, Section 6.25, Section 7.1.1, Section 7.1.7,
Section 7.2, Section 7.3 or Section 7.4 or any Obligor shall default in the due
performance or observance of its obligations under (i) Article 4 of the
Subsidiary Guaranty (to the extent such Article incorporates Section 7.1.1,
Section 7.1.7, Section 7.2, Section 7.3, Section 7.4 or Section 8.1.9 of this
Agreement), (ii) Section 4.1.5 of a Security Agreement, (iii) the first sentence
of Section 4.1 of a Pledge Agreement or (iv) Article I of a Mortgage.

         SECTION 8.1.4. Non-Performance of Other Covenants and Obligations. Any
Obligor shall default in the due performance and observance of any other
agreement contained in any Loan Document executed by it, and such default shall
continue unremedied for a period of 30 days after notice thereof shall have been
given to the Administrative Borrower by the Administrative Agent or any Lender.

         SECTION 8.1.5. Default on Other Indebtedness. A default shall occur in
the payment of any amount when due (subject to any applicable grace period),
whether by acceleration or otherwise, of any principal or stated amount of, or
interest or fees on, any Indebtedness (other than Indebtedness described in
Section 8.1.1) of any Borrower or any of their Subsidiaries or any other Obligor
having a principal or stated amount, individually or in the aggregate, in excess
of $10,000,000, or a default shall occur in the performance or observance of any
obligation or condition with respect to such Indebtedness if the effect of such
default is to accelerate the maturity of any such Indebtedness or such default
shall continue unremedied for any applicable period of time sufficient to permit
the holder or holders of such

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Indebtedness, or any trustee or agent for such holders, to cause or declare such
Indebtedness to become due and payable or to require such Indebtedness to be
prepaid, redeemed, purchased or defeased, or require an offer to purchase or
defease such Indebtedness to be made, prior to its expressed maturity.

         SECTION 8.1.6. Judgments. Any judgment or order for the payment of
money individually or in the aggregate in excess of $10,000,000 (exclusive of
any amounts fully covered by insurance (less any applicable deductible) and as
to which the insurer has acknowledged its responsibility to cover such judgment
or order) shall be rendered against any Borrower or any of its Subsidiaries or
any other Obligor and such judgment shall not have been vacated or discharged or
stayed or bonded pending appeal within 30 days after the entry thereof or
enforcement proceedings shall have been commenced by any creditor upon such
judgment or order.

         SECTION 8.1.7. Pension Plans. Any of the following events shall occur
with respect to any Pension Plan

               (a) the institution of any steps by Winn-Dixie, any member of its
         Controlled Group or any other Person to terminate a Pension Plan if, as
         a result of such termination, Winn-Dixie or any such member could be
         required to make a contribution to such Pension Plan, or could
         reasonably expect to incur a liability or obligation to such Pension
         Plan, in excess of $5,000,000; or

               (b) a contribution failure occurs with respect to any Pension
         Plan sufficient to give rise to a Lien under section 302(f) of ERISA.

         SECTION 8.1.8. Change in Control. Any Change in Control shall occur.

         SECTION 8.1.9. Bankruptcy, Insolvency, etc. Winn-Dixie, any of its
Subsidiaries or any other Obligor shall

               (a) become insolvent or generally fail to pay, or admit in
         writing its inability or unwillingness generally to pay, debts as they
         become due;

               (b) apply for, consent to, or acquiesce in the appointment of a
         trustee, receiver, sequestrator or other custodian for any substantial
         part of the property of any thereof, or make a general assignment for
         the benefit of creditors;

               (c) in the absence of such application, consent or acquiescence,
         permit or suffer to exist the appointment of a trustee, receiver,
         sequestrator or other custodian for a substantial part of the property
         of any thereof, and such trustee, receiver, sequestrator or other
         custodian shall not be discharged within 60 days; provided that
         Winn-Dixie, each Subsidiary and each other Obligor hereby expressly
         authorizes each Secured Party to appear in any court conducting any
         relevant proceeding during such 60-day period to preserve, protect and
         defend their rights under the Loan Documents;

               (d) permit or suffer to exist the commencement of any bankruptcy,
         reorganization, debt arrangement or other case or proceeding under any
         bankruptcy or insolvency law or any dissolution, winding up or
         liquidation proceeding, in respect thereof, and, if any such case or
         proceeding is not commenced by Winn-Dixie, any Subsidiary or any
         Obligor, such case or proceeding shall be consented to or acquiesced in
         by Winn-Dixie, such Subsidiary or such Obligor, as the case may be, or
         shall result in the entry of an order for relief or shall remain for 60
         days undismissed; provided that Winn-Dixie, each Subsidiary and each
         Obligor hereby

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         expressly authorizes each Secured Party to appear in any court
         conducting any such case or proceeding during such 60-day period to
         preserve, protect and defend their rights under the Loan Documents; or

               (e) take any action authorizing, or in furtherance of, any of the
         foregoing.

         SECTION 8.1.10. Impairment of Security, etc. Any Loan Document or any
Lien granted thereunder shall (except in accordance with its terms), in whole or
in part, terminate, cease to be effective or cease to be the legally valid,
binding and enforceable obligation of any Obligor party thereto; any Obligor or
any other party shall, directly or indirectly, contest in any manner such
effectiveness, validity, binding nature or enforceability; or, except as
permitted under any Loan Document, any Lien securing any Obligation shall, in
whole or in part, cease to be a perfected first priority Lien.

         SECTION 8.1.11. Failure of Subordination. Unless otherwise waived or
consented to by the Administrative Agent, the Lenders and the Issuers in
writing, the subordination provisions relating to any Subordinated Debt (the
"Subordination Provisions") shall fail to be enforceable by the Administrative
Agent, the Lenders and the Issuers in accordance with the terms thereof, or the
monetary Obligations shall fail to constitute "Senior Indebtedness" (or similar
term) referring to the Obligations; or Winn-Dixie or any of its Subsidiaries
shall, directly or indirectly, disavow or contest in any manner (i) the
effectiveness, validity or enforceability of any of the Subordination
Provisions, (ii) that the Subordination Provisions exist for the benefit of the
Administrative Agent, the Lenders and the Issuers or (iii) that all payments of
principal of or premium and interest on the Subordinated Debt, or realized from
the liquidation of any property of any Obligor, shall be subject to any of such
Subordination Provisions.

         SECTION 8.1.12. Default Under Senior Unsecured Notes. Winn-Dixie shall
fail to observe or perform any covenant or agreement contained in the Senior
Unsecured Notes, the Senior Unsecured Notes Indenture or the other Senior
Unsecured Notes Documents, in each case within any applicable grace period, if
the effect of such failure or other event is to accelerate the Senior Unsecured
Notes, or to permit the holders of the Senior Unsecured Notes, the Trustee or
any other Person, to cause or declare the Senior Unsecured Notes to become due
and payable or to require the Senior Unsecured Notes to be prepaid, redeemed,
purchased or defeased, or require an offer to purchase or defease the Senior
Unsecured Notes to be made, prior to their expressed maturity.

         SECTION 8.2. Action if Bankruptcy. If any Event of Default described in
clauses (a) through (d) of Section 8.1.9 with respect to any Borrower shall
occur, the Commitments (if not theretofore terminated) shall automatically and
immediately terminate and the outstanding principal amount of all outstanding
Loans and all other Obligations (including Reimbursement Obligations but
excluding Hedging Obligations) shall automatically be and become immediately due
and payable, without notice or demand to any Person and each Obligor shall
automatically and immediately be obligated to Cash Collateralize all Letter of
Credit Outstandings.

         SECTION 8.3. Action if Other Event of Default. If any Event of Default
(other than any Event of Default described in clauses (a) through (d) of Section
8.1.9 with respect to any Borrower) shall occur for any reason, whether
voluntary or involuntary, and be continuing, the Administrative Agent, upon the
direction of the Required Lenders, shall by notice to the Administrative
Borrower declare all or any portion of the outstanding principal amount of the
Loans and other Obligations (including Reimbursement Obligations but excluding
Hedging Obligations) to be due and payable and/or the Commitments (if not
theretofore terminated) to be terminated, whereupon the full unpaid amount of
such Loans and other Obligations which shall be so declared due and payable
shall be and become immediately due and payable, without further notice, demand
or presentment, and/or, as the case may be, the Commitments

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shall terminate and the Borrowers shall automatically and immediately be
obligated to Cash Collateralize all Letter of Credit Outstandings.

                                   ARTICLE IX
                                   THE AGENTS

         SECTION 9.1. Actions. Each Lender hereby appoints Wachovia Bank as its
Administrative Agent and Congress as its Inventory Agent under and for purposes
of each Loan Document. Each Lender authorizes the Administrative Agent and the
Inventory Agent to act on behalf of such Lender under each Loan Document and, in
the absence of other written instructions from the Required Lenders received
from time to time by the Administrative Agent or the Inventory Agent (with
respect to which the Administrative Agent and the Inventory Agent agrees that it
will comply, except as otherwise provided in this Section or as otherwise
advised by counsel in order to avoid contravention of applicable law), to
exercise such powers hereunder and thereunder as are specifically delegated to
or required of the Administrative Agent or the Inventory Agent by the terms
hereof and thereof, together with such powers as may be incidental thereto. Each
Lender hereby indemnifies (which indemnity shall survive any termination of this
Agreement) the Administrative Agent, the Inventory Agent and the Arranger, pro
rata according to such Lender's proportionate Total Exposure Amount, from and
against any and all liabilities, obligations, losses, damages, claims, costs or
expenses of any kind or nature whatsoever which may at any time be imposed on,
incurred by, or asserted against, the Administrative Agent, the Inventory Agent
or the Arranger, as the case may be, or in any way relating to or arising out of
any Loan Document (including attorneys' fees and expenditures to protect or
preserve any collateral), and as to which the Administrative Agent, the
Inventory Agent or the Arranger, as the case may be, is not reimbursed by the
Borrower; provided, however, that no Lender shall be liable for the payment of
any portion of such liabilities, obligations, losses, damages, claims, costs or
expenses which (a) in the case of liabilities, obligations, losses, damages,
claims, costs or expenses claimed by the Administrative Agent, are determined by
a court of competent jurisdiction in a final proceeding to have resulted from
the Administrative Agent's gross negligence or willful misconduct, (b) in the
case of liabilities, obligations, losses, damages, claims, costs or expenses
claimed by the Arranger, are determined by a court of competent jurisdiction in
a final proceeding to have resulted solely from the Arranger's gross negligence
or willful misconduct, and (c) in the case of liabilities, obligations, losses,
damages, claims, costs or expenses claimed by the Inventory Agent, are
determined by a court of competent jurisdiction in a final proceeding to have
resulted from the Inventory Agent's gross negligence or willful misconduct. The
Administrative Agent and the Inventory Agent shall not be required to take any
action under any Loan Document, or to prosecute or defend any suit in respect of
any Loan Document, unless it is indemnified hereunder to its satisfaction. If
any indemnity in favor of the Administrative Agent or the Inventory Agent shall
be or become, in the Administrative Agent's or the Inventory Agent
determination, inadequate, the Administrative Agent or the Inventory Agent may
call for additional indemnification from the Lenders and cease to do the acts
indemnified against hereunder until such additional indemnity is given.

         SECTION 9.2. Funding Reliance, etc. Unless the Administrative Agent
shall have been notified in writing by any Lender by 3:00 p.m. on the Business
Day prior to a Borrowing that such Lender will not make available the amount
which would constitute its Percentage of such Borrowing on the date specified
therefor, the Administrative Agent may assume that such Lender has made such
amount available to the Administrative Agent and, in reliance upon such
assumption, make available to any Borrower a corresponding amount. If and to the
extent that such Lender shall not have made such amount available to the
Administrative Agent, such Lender and such Borrower severally agree to repay the
Administrative Agent forthwith on demand such corresponding amount together with
interest thereon, for each day from the date the Administrative Agent made such
amount available to such Borrower to the date such amount is repaid to the
Administrative Agent, at the interest rate applicable at the time to Loans

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comprising such Borrowing (in the case of a Borrower) and (in the case of a
Lender), at the Federal Funds Rate (for the first two Business Days after which
such amount has not been repaid), and thereafter at the interest rate applicable
to Loans comprising such Borrowing.

         SECTION 9.3. Exculpation. None of the Administrative Agent, the
Inventory Agent, the Arranger or any of their respective directors, officers,
employees or agents shall be liable to any Secured Party for any action taken or
omitted to be taken by it under any Loan Document, or in connection herewith or
therewith, except for its own wilful misconduct or gross negligence, nor
responsible for any recitals or warranties herein or therein, nor for the
effectiveness, enforceability, validity or due execution of any Loan Document,
nor for the creation, perfection or priority of any Liens purported to be
created by any of the Loan Documents, or the validity, genuineness,
enforceability, existence, value or sufficiency of any collateral security, nor
to make any inquiry respecting the performance by any Obligor of its
Obligations. Any such inquiry which may be made by an Agent shall not obligate
it to make any further inquiry or to take any action. The Agents shall be
entitled to rely upon advice of counsel concerning legal matters and upon any
notice, consent, certificate, statement or writing which such Agent believes to
be genuine and to have been presented by a proper Person. The Agents may
discharge their responsibilities and actions hereunder and under the Loan
Documents through affiliates and/or sub-agents selected by them.

         SECTION 9.4. Successor. Each Agent may resign as such at any time upon
at least 30 days' prior notice to the Administrative Borrower and all Lenders.
If an Agent at any time shall resign, the Required Lenders may appoint another
Lender as a successor Administrative Agent or Inventory Agent, as applicable,
which shall thereupon become the Administrative Agent or the Inventory Agent, as
the case may be, hereunder. If no successor Agent shall have been so appointed
by the Required Lenders, and shall have accepted such appointment, within 30
days after the retiring Agent's giving notice of resignation, then the retiring
Agent may, on behalf of the Lenders, appoint a successor Agent, which shall be
one of the Lenders or a commercial banking institution organized under the laws
of the United States (or any State thereof) or a United States branch or agency
of a commercial banking institution, and having a combined capital and surplus
of at least $250,000,000; provided, however, that if, such retiring Agent is
unable to find a commercial banking institution which is willing to accept such
appointment and which meets the qualifications set forth in above, the retiring
Agent's resignation shall nevertheless thereupon become effective and the
Lenders shall assume and perform all of the duties of the Administrative Agent
or the Inventory Agent, as the case may be, hereunder until such time, if any,
as the Required Lenders appoint a successor as provided for above. Upon the
acceptance of any appointment as Administrative Agent or Inventory Agent
hereunder by a successor Administrative Agent or the Inventory Agent, such
successor Agent shall be entitled to receive from the retiring Agent such
documents of transfer and assignment as such successor Agent may reasonably
request, and shall thereupon succeed to and become vested with all rights,
powers, privileges and duties of the retiring Agent, and the retiring Agent
shall be discharged from its duties and obligations under the Loan Documents.
After any retiring Agent's resignation hereunder as the Administrative Agent or
the Inventory Agent, as the case may be, the provisions of this Article shall
inure to its benefit as to any actions taken or omitted to be taken by it while
it was the Administrative Agent or the Inventory Agent under the Loan Documents,
and Section 10.3 and Section 10.4 shall continue to inure to its benefit.

         SECTION 9.5. Loans by Wachovia Bank and Congress. Wachovia Bank and
Congress shall have the same rights and powers with respect to (x) the Credit
Extensions made by them or any of their Affiliates, and (y) the Notes held by
them or any of their Affiliates as any other Lender and may exercise the same as
if it were not the Administrative Agent or the Inventory Agent. Wachovia Bank
and Congress and their Affiliates may accept deposits from, lend money to, and
generally engage in any kind of business with any Borrower or any Subsidiary or
Affiliate of any Borrower as if Wachovia Bank were

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not the Administrative Agent hereunder were not the Swingline Lender hereunder
and Congress were not the Inventory Agent hereunder.

         SECTION 9.6. Credit Decisions. Each Lender acknowledges that it has,
independently of the Agents and each other Lender, and based on such Lender's
review of the financial information of the Borrowers, the Loan Documents (the
terms and provisions of which being satisfactory to such Lender) and such other
documents, information and investigations as such Lender has deemed appropriate,
made its own credit decision to extend its Commitments. Each Lender also
acknowledges that it will, independently of the Agents and each other Lender,
and based on such other documents, information and investigations as it shall
deem appropriate at any time, continue to make its own credit decisions as to
exercising or not exercising from time to time any rights and privileges
available to it under the Loan Documents.

         SECTION 9.7. Copies, etc. The Administrative Agent shall give prompt
notice to each Lender of each notice or request given to the Administrative
Agent by a Borrower pursuant to the terms of the Loan Documents for distribution
to the Lenders (unless concurrently delivered to the Lenders by the Borrower).
Each Agent will distribute to each Lender each document or instrument received
by such Agent for the account of such Lender and copies of all other
communications received by such Agent from a Borrower for distribution to the
Lenders by such Agent to the extent required to be so distributed in accordance
with the terms of the Loan Documents.

         SECTION 9.8. Reliance by Agents. Each Agent shall be entitled to rely
upon any certification, notice or other communication (including any thereof by
telephone, telecopy, telegram or cable) believed by it to be genuine and correct
and to have been signed or sent by or on behalf of the proper Person, and upon
advice and statements of legal counsel, independent accountants and other
experts selected by such Agent. As to any matters not expressly provided for by
the Loan Documents, each Agent shall in all cases be fully protected in acting,
or in refraining from acting, hereunder or thereunder in accordance with
instructions given by the Required Lenders or all of the Lenders as is required
in such circumstance, and such instructions of such Lenders and any action taken
or failure to act pursuant thereto shall be binding on all Secured Parties. For
purposes of applying amounts in accordance with this Section, each Agent shall
be entitled to rely upon any Secured Party that has entered into a Rate
Protection Agreement with any Obligor for a determination (which such Secured
Party agrees to provide or cause to be provided upon request of either Agent) of
the outstanding Obligations owed to such Secured Party under any Rate Protection
Agreement. Unless it has actual knowledge evidenced by way of written notice
from any such Secured Party and Winn-Dixie to the contrary, each Agent, in
acting in such capacity under the Loan Documents, shall be entitled to assume
that no Rate Protection Agreements or Obligations in respect thereof are in
existence or outstanding between any Secured Party and any Obligor.

         SECTION 9.9. Defaults. Neither Agent shall be deemed to have knowledge
or notice of the occurrence of a Default unless such Agent has received a
written notice from a Lender or Winn-Dixie specifying such Default and stating
that such notice is a "Notice of Default". In the event that an Agent receives
such a notice of the occurrence of a Default, the Administrative Agent shall
give prompt notice thereof to the Lenders. The Administrative Agent shall
(subject to Section 10.1) take such action with respect to such Default as shall
be directed by the Required Lenders; provided that, unless and until the
Administrative Agent shall have received such directions, the Administrative
Agent may (but shall not be obligated to) take such action, or refrain from
taking such action, with respect to such Default as it shall deem advisable in
the best interest of the Lenders except to the extent that this Agreement
expressly requires that such action be taken, or not be taken, only with the
consent or upon the authorization of the Required Lenders or all Lenders.

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         SECTION 9.10. Syndication and Documentation Agents. The entities
identified on the cover page of this Agreement as the "Syndication Agent" and
the "Documentation Agent", respectively, shall, in each case, not have any
right, power, obligation, liability, responsibility or duty under this Agreement
(or any other Loan Document) other than those applicable to all Lenders as such.
Without limiting the foregoing, the entities so identified as the "Syndication
Agent" and the "Documentation Agent", respectively, shall not have or be deemed
to have any fiduciary relationship with any Lender. Each Lender acknowledges
that it has not relied, and will not rely, on the entities so identified as the
"Syndication Agent" and the "Documentation Agent" in deciding to enter into this
Agreement and each other Loan Document to which it is a party or not taking
action hereunder or thereunder.

         SECTION 9.11. Field Audit, Examination Reports and other Information.
By signing this Agreement, each Lender:

               (a) is deemed to have requested that the Inventory Agent furnish
         such Lender, promptly after it becomes available, a copy of each field
         audit or examination report and report with respect to the Borrowing
         Base prepared or received by the Inventory Agent (each field audit or
         examination report and report with respect to the borrowing base being
         referred to herein as a "Report" and collectively, "Reports"),
         appraisal and financial statements;

               (b) expressly agrees and acknowledges that the Inventory Agent
         (i) does not make any representation or warranty as to the accuracy of
         any Report, appraisal or financial statement or (ii) shall not be
         liable for any information contained in any Report, appraisal or
         financial statement;

               (c) expressly agrees and acknowledges that the Reports are not
         comprehensive audits or examinations, that the Inventory Agent or any
         other party performing any audit or examination will inspect only
         specific information regarding the Borrowers and Guarantors and will
         rely significantly upon the Borrowers' and Guarantors' books and
         records, as well as on representations of the Borrowers' and
         Guarantors' personnel; and

               (d) agrees to keep all Reports confidential and strictly for its
         internal use in accordance with customary banking practices, and not to
         distribute or use any Report in any other manner.

                                   ARTICLE X
                            MISCELLANEOUS PROVISIONS

         SECTION 10.1. Waivers, Amendments, etc. The provisions of each Loan
Document (not including, for any purposes of this Section 10.1, the Proposal
Letter or any Rate Protection Agreement, each of which shall be governed by the
terms thereof) may from time to time be amended, modified or waived, if such
amendment, modification or waiver is in writing and consented to by the
Borrowers and the Required Lenders; provided, however, that no such amendment,
modification or waiver shall:

               (a) modify this Section without the consent of all Lenders;

               (b) increase the aggregate amount of any Credit Extensions
         required to be made by a Lender pursuant to its Commitments, extend the
         final Commitment Termination Date of Credit Extensions made (or
         participated in) by a Lender or extend the final Stated Maturity Date
         for any Lender's Loan, in each case without the consent of such Lender
         directly affected thereby (it being agreed, however, that any vote to
         rescind any acceleration made pursuant to Section 8.2 and

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         Section 8.3 of amounts owing with respect to the Loans and other
         Obligations shall only require the vote of the Required Lenders);

               (c) reduce the principal amount of or rate of interest on any
         Lender's Loan or Reimbursement Obligation owing to it, reduce any fees
         described in Article III payable to any Lender or extend the date on
         which interest or fees are payable in respect of such Lender's Loans,
         in each case without the consent of such Lender directly affected
         thereby;

               (d) reduce the percentage set forth in the definition of
         "Required Lenders" or "Supermajority Lenders" or modify any requirement
         hereunder that any particular action be taken by all Lenders without
         the consent of all Lenders;

               (e) increase the Stated Amount of any Letter of Credit unless
         consented to by the Issuer of such Letter of Credit;

               (f) except as otherwise expressly provided in a Loan Document,
         (i) release the Borrowers from their Obligations under the Loan
         Documents or substantially all the Guarantors from their obligations
         under the Subsidiary Guaranty, (ii) release all or substantially all of
         the collateral under the Loan Documents, or a material portion of the
         Inventory (except as permitted in accordance with Section 7.2.11), or
         (iii) increase the five (5%) percent of the Borrowing Base cap on
         Special Agent Advances contained in Section 2.1.1, in each case without
         the consent of all Lenders;

               (g) (i) increase the advance percentage rates constituting part
         of the Borrowing Base, (ii) increase the Revolving Loan Commitment
         Amount, (iii) decrease the amount of Adjusted Excess Availability
         required under Section 7.2.4(a), (iv) decrease the amount of Excess
         Availability or Average Excess Availability, as the case may be,
         required under Sections 7.2.2(f), 7.2.5(d), 7.2.5(k), 7.2.6(c), 7.2.8,
         7.3.3(b) or 7.4.2, or (v) change Section 3.1.1(b), in each case without
         the consent of the Supermajority Lenders; or

               (h) affect adversely the interests, rights or obligations of the
         Administrative Agent (in its capacity as the Administrative Agent), the
         Issuer (in its capacity as Issuer) or the Inventory Agent (in its
         capacity as Inventory Agent), unless consented to by the Administrative
         Agent, the Issuer or the Inventory Agent, as the case may be.

No failure or delay on the part of any Secured Party in exercising any power or
right under any Loan Document shall operate as a waiver thereof, nor shall any
single or partial exercise of any such power or right preclude any other or
further exercise thereof or the exercise of any other power or right. All rights
and remedies provided for in this Agreement are cumulative, and not exclusive of
rights and remedies provided by law. No notice to or demand on any Obligor in
any case shall entitle it to any notice or demand in similar or other
circumstances. No waiver or approval by any Secured Party under any Loan
Document shall, except as may be otherwise stated in such waiver or approval, be
applicable to subsequent transactions. No waiver or approval hereunder shall
require any similar or dissimilar waiver or approval thereafter to be granted
hereunder.

         SECTION 10.2. Notices; Time. All notices and other communications
provided under each Loan Document shall be in writing or by facsimile and
addressed, delivered or transmitted, if to a Borrower or an Agent, at its
address or facsimile number set forth below its signature in this Agreement, and
if to a Lender or Issuer to the applicable Person at its address or facsimile
number set forth on Schedule II hereto or set forth in the Lender Assignment
Agreement, or at such other address or facsimile number as may be designated by
such party in a notice to the other parties. Any notice, if mailed and

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properly addressed with postage prepaid or if properly addressed and sent by
pre-paid courier service, shall be deemed given when received; any notice, if
transmitted by facsimile, shall be deemed given when the confirmation of
transmission thereof is received by the transmitter. The parties hereto agree
that delivery of an executed counterpart of a signature page to this Agreement
and each other Loan Document by facsimile shall be effective as delivery of an
original executed counterpart of this Agreement or such other Loan Document.
Unless otherwise indicated, all references to the time of a day in a Loan
Document shall refer to New York City time.

         SECTION 10.3. Payment of Costs and Expenses. The Borrowers jointly and
severally agree to pay on demand all expenses of the Agents and the Arranger
(including the fees, out-of-pocket expenses and other charges of Shearman &
Sterling LLP and of local counsel, if any, who may be retained by or on behalf
of the Agents and the Arranger) together with such advance funds as may from
time to time be requested, in connection with

               (a) the negotiation, preparation, execution, delivery and ongoing
         administration (including analyzing and/or providing legal advice) of
         each Loan Document, including schedules and exhibits, and any
         amendments, waivers, consents, supplements or other modifications to
         any Loan Document as may from time to time hereafter be required,
         whether or not the transactions contemplated hereby or thereby are
         consummated;

               (b) the filing, recording, refiling and rerecording of any Loan
         Document and/or any Filing Statements relating thereto and all
         amendments, supplements, amendments and restatements and other
         modifications to any thereof, searches made following the Closing Date
         in jurisdictions where Filing Statements (or other documents evidencing
         Liens in favor of the Secured Parties) have been recorded and any and
         all other documents or instruments of further assurance required to be
         filed, recorded, refiled or rerecorded by the terms of any Loan
         Document;

               (c) the preparation and review of the form of any document or
         instrument relevant to any Loan Document;

               (d) out-of-pocket appraisal fees and field examination expenses,
         plus a per diem field examination charge at the Inventory Agent's then
         standard rate for the Inventory Agent's examiners in the field and
         office (which rate as of the date hereof is $800 per person per day,
         plus travel, hotel and other out-of-pocket expenses); provided that the
         Borrowers shall not be liable for such charge per day of the Inventory
         Agent's examiners to the extent such charges, incurred following the
         Closing Date, exceed $40,000 during any Fiscal Year so long as no Event
         of Default has occurred and is continuing; and

               (e) the syndication of the Loans.

The Borrowers further jointly and severally agree to pay, and to save each
Secured Party and the Arranger harmless from all liability for, any stamp or
other taxes which may be payable in connection with the execution or delivery of
each Loan Document, the Credit Extensions or the issuance of the Notes. The
Borrowers also jointly and severally agree to reimburse each Secured Party and
the Arranger upon demand for all their reasonable out-of-pocket expenses
(including their reasonable attorneys' fees and legal expenses of counsel to
each of them) in connection with (x) the negotiation of any restructuring or
"work-out" with the Borrowers, whether or not consummated, of any Obligations
and (y) the enforcement of any Obligations.

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         SECTION 10.4. Indemnification. In consideration of the execution and
delivery of this Agreement and the financing arrangements contemplated
hereunder, each of the Borrowers hereby jointly and severally indemnifies,
exonerates and holds each Secured Party, the Arranger, each Agent and each of
their respective officers, directors, employees, trustees, investment advisors
and agents (collectively, the "Indemnified Parties") free and harmless from and
against any and all actions, causes of action, suits, losses, costs, liabilities
and damages, and expenses incurred in connection therewith (irrespective of
whether any such Indemnified Party is a party to the action for which
indemnification hereunder is sought), including reasonable attorneys' fees and
disbursements, whether incurred in connection with actions between or among the
parties hereto or the parties hereto and third parties (collectively, the
"Indemnified Liabilities"), incurred by the Indemnified Parties or any of them
as a result of, or arising out of, or relating to

               (a) any transaction financed or to be financed in whole or in
         part, directly or indirectly, with the proceeds of any Credit
         Extension, including all Indemnified Liabilities arising in connection
         with the transactions contemplated herein;

               (b) the entering into and performance of any Loan Document by any
         of the Indemnified Parties (including any action brought by or on
         behalf of the Borrowers as the result of any determination by the
         Required Lenders pursuant to Article V not to fund any Credit
         Extension, provided that any such action is resolved in favor of such
         Indemnified Party);

               (c) any investigation, litigation or proceeding related to any
         acquisition or proposed acquisition by any Obligor or any Subsidiary
         thereof of all or any portion of the Capital Securities or assets of
         any Person, whether or not an Indemnified Party is party thereto;

               (d) any investigation, litigation or proceeding related to any
         environmental cleanup, audit, compliance or other matter relating to
         the protection of the environment or the Release by any Obligor or any
         Subsidiary thereof of any Hazardous Material;

               (e) the presence on or under, or the escape, seepage, leakage,
         spillage, discharge, emission, discharging or releases from, any Real
         Property owned or operated by any Obligor or any Subsidiary thereof of
         any Hazardous Material (including any losses, liabilities, damages,
         injuries, costs, expenses or claims asserted or arising under any
         Environmental Law), regardless of whether caused by, or within the
         control of, such Obligor or Subsidiary; or

               (f) each Lender's Environmental Liability (the indemnification
         herein shall survive repayment of the Obligations and any transfer of
         the property of any Obligor or its Subsidiaries by foreclosure or by a
         deed in lieu of foreclosure for any Lender's Environmental Liability,
         regardless of whether caused by, or within the control of, such Obligor
         or such Subsidiary);

except for Indemnified Liabilities arising for the account of a particular
Indemnified Party by reason of the relevant Indemnified Party's gross negligence
or wilful misconduct. Each Obligor and its successors and assigns hereby waive,
release and agree not to make any claim or bring any cost recovery action
against, any Indemnified Party under CERCLA or any state equivalent, or any
similar law now existing or hereafter enacted. It is expressly understood and
agreed that to the extent that any Indemnified Party is strictly liable under
any Environmental Laws, each Obligor's obligation to such Indemnified Party
under this indemnity shall likewise be without regard to fault on the part of
any Obligor with respect to the violation or condition which results in
liability of an Indemnified Party. If and to the extent that the foregoing
undertaking may be unenforceable for any reason, each Obligor agrees to make the
maximum contribution to the payment and satisfaction of each of the Indemnified
Liabilities which is permissible under applicable law.

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         SECTION 10.5. Survival. The obligations of the Borrowers under Sections
4.3, 4.4, 4.5, 4.6, 10.3 and 10.4, and the obligations of the Lenders under
Section 9.1, shall in each case survive any assignment from one Lender to
another (in the case of Sections 10.3 and 10.4) and the occurrence of the
Termination Date. The representations and warranties made by each Obligor in
each Loan Document shall survive the execution and delivery of such Loan
Document.

         SECTION 10.6. Severability. Any provision of any Loan Document which is
prohibited or unenforceable in any jurisdiction shall, as to such provision and
such jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions of such Loan
Document or affecting the validity or enforceability of such provision in any
other jurisdiction.

         SECTION 10.7. Headings. The various headings of each Loan Document are
inserted for convenience only and shall not affect the meaning or interpretation
of such Loan Document or any provisions thereof.

         SECTION 10.8. Execution in Counterparts, Effectiveness, etc. This
Agreement may be executed by the parties hereto in several counterparts, each of
which shall be an original and all of which shall constitute together but one
and the same agreement. This Agreement shall become effective when counterparts
hereof executed on behalf of the Borrowers, the Agents, the Arranger and each
Lender (or notice thereof satisfactory to the Administrative Agent), shall have
been received by the Administrative Agent and all of the conditions set forth in
Section 5.1 have been fulfilled to the satisfaction of the Administrative Agent.

         SECTION 10.9. Governing Law; Entire Agreement. EACH LOAN DOCUMENT
(OTHER THAN THE LETTERS OF CREDIT, TO THE EXTENT SPECIFIED BELOW AND EXCEPT AS
OTHERWISE EXPRESSLY SET FORTH IN A LOAN DOCUMENT) WILL EACH BE DEEMED TO BE A
CONTRACT MADE UNDER AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF NEW YORK
(INCLUDING FOR SUCH PURPOSE SECTIONS 5-1401 AND 5-1402 OF THE GENERAL
OBLIGATIONS LAW OF THE STATE OF NEW YORK). EACH STANDBY LETTER OF CREDIT SHALL
BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OR RULES DESIGNATED
IN SUCH LETTER OF CREDIT, OR IF NO LAWS OR RULES ARE DESIGNATED, THE
INTERNATIONAL STANDBY PRACTICES (ISP98--INTERNATIONAL CHAMBER OF COMMERCE
PUBLICATION NUMBER 590 (THE "ISP RULES")) AND, AS TO MATTERS NOT GOVERNED BY THE
ISP RULES, THE INTERNAL LAWS OF THE STATE OF NEW YORK. EACH IMPORT LETTER OF
CREDIT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OR RULES
DESIGNATED IN SUCH LETTER OF CREDIT, OR IF NO LAWS OR RULES ARE DESIGNATED, THE
UNIFORM CUSTOMS AND PRACTICE FOR DOCUMENTARY CREDITS (UCP500--INTERNATIONAL
CHAMBER OF COMMERCE PUBLICATION NUMBER 500 (THE "UCP RULES")) AND, AS TO MATTERS
NOT GOVERNED BY THE UCP RULES, THE INTERNAL LAWS OF THE STATE OF NEW YORK. The
Loan Documents constitute the entire understanding among the parties hereto with
respect to the subject matter thereof and supersede any prior agreements,
written or oral, with respect thereto.

         SECTION 10.10. Successors and Assigns. This Agreement shall be binding
upon and shall inure to the benefit of the parties hereto and their respective
successors and assigns; provided, however, that the Borrowers may not assign or
transfer their rights or obligations hereunder without the consent of all
Lenders.

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         SECTION 10.11. Sale and Transfer of Credit Extensions; Participations
in Credit Extensions Notes. Each Lender may assign, or sell participations in,
its Loans, Letters of Credit and Commitments to one or more other Persons in
accordance with this the terms set forth below.

         SECTION 10.11.1. Assignments. Any Lender (such Lender, the "Assignor
Lender"), pursuant to a Lender Assignment Agreement,

               (a) subject to clause (b) of this Section 10.11.1, with the
         consent of the Winn-Dixie and the Administrative Agent (which consents
         shall not be unreasonably delayed or withheld and, which consent, in
         the case of Winn-Dixie, shall not be required during the continuation
         of a Default or for any assignment to one or more Eligible Assignees;
         provided, however, that the Administrative Agent in any event may
         withhold such consent in its sole discretion to an assignment to a
         Person not satisfying the credit ratings set forth in clause (f)) may
         at any time assign and delegate to one or more Eligible Assignees and
         other Persons; and

               (b) upon notice to Winn-Dixie and the Administrative Agent, upon
         the Administrative Agent's acknowledgment on a Lender Assignment
         Agreement, may assign and delegate to any of its Affiliates, any
         Related Fund or to any other Lender;

(each Person described in either of the foregoing clauses as being the Person to
whom such assignment and delegation is to be made, being hereinafter referred to
as an "Assignee Lender"), all or any fraction of such Assignor Lender's Loans,
Letter of Credit Outstandings and Commitments in a minimum aggregate amount of
$5,000,000 (or, if less, the entire remaining amount of such Assignor Lender's
Loans, Letter of Credit Outstandings and Commitments), such minimum amount not
to be applicable in the case of an assignment by such Assignor Lender to another
Lender, any Related Fund or its Affiliates. Each Obligor and the Administrative
Agent shall be entitled to continue to deal solely and directly with a Lender in
connection with the interests so assigned and delegated to an Assignee Lender
until

               (c) notice of such assignment and delegation, together with (i)
         payment instructions, (ii) the Internal Revenue Service forms or other
         statements contemplated or required to be delivered pursuant to Section
         4.6, if applicable, and (iii) addresses and related information with
         respect to such Assignee Lender, shall have been delivered to
         Winn-Dixie and the Administrative Agent by such Assignor Lender and
         such Assignee Lender;

               (d) such Assignee Lender shall have executed and delivered to the
         Administrative Borrower and the Administrative Agent a Lender
         Assignment Agreement, accepted by the Administrative Agent; and

               (e) the processing fees described below shall have been paid.

From and after the date that the Administrative Agent accepts such Lender
Assignment Agreement and such assignment is registered with Register pursuant to
clause (b) of Section 2.7, (x) the Assignee Lender thereunder shall be deemed
automatically to have become a party hereto and to the extent that rights and
obligations hereunder have been assigned and delegated to such Assignee Lender
in connection with such Lender Assignment Agreement, shall have the rights and
obligations of a Lender under the Loan Documents, and (y) the Assignor Lender,
to the extent that rights and obligations hereunder have been assigned and
delegated by it in connection with such Lender Assignment Agreement, shall be
released from its obligations hereunder and under the other Loan Documents.
Within five Business Days after its receipt of notice that the Administrative
Agent has received and accepted an executed Lender Assignment Agreement (and if
requested by the Assignee Lender), but subject to clause (c), each Borrower
shall execute and deliver to the Administrative Agent (for delivery to the
relevant Assignee Lender) a new

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                Winn-Dixie Amended and Restated Credit Agreement

<PAGE>

Note evidencing such Assignee Lender's assigned Loans and Commitments and, if
the Assignor Lender has retained Loans and Commitments hereunder (and if
requested by such Lender), a replacement Note in the principal amount of the
Loans and Commitments retained by the Assignor Lender hereunder (such Note to be
in exchange for, but not in payment of, the Note then held by such Assignor
Lender). Each such Note shall be dated the date of the predecessor Note. The
Assignor Lender shall mark each predecessor Note "exchanged" and deliver each of
them to the applicable Borrower. Accrued interest on the assigned Loans and
Commitments, and accrued fees, shall be paid as provided in the Lender
Assignment Agreement. Accrued interest on the retained Loans and Commitments
shall be paid to the Assignor Lender. Accrued interest and accrued fees shall be
paid at the same time or times provided in the predecessor Note and in this
Agreement. Such Assignor Lender or such Assignee Lender must also pay a
processing fee in the amount of $3,500 to the Administrative Agent upon delivery
of any Lender Assignment Agreement; provided that no such processing fee shall
be required in connection with any such assignment and delegation (i) by a
Lender to its Affiliate or to a Related Fund, (ii) by a Lender to a Federal
Reserve Bank (or, if such Lender is an investment fund, to the trustee under the
indenture to which such fund is a party in support of its obligations to such
trustee) or (iii) if the non-payment of the processing fee is otherwise
consented to in writing by the Administrative Agent. Notwithstanding any other
term of this Section, the agreement of Wachovia Bank to provide the Swing Line
Loan Commitment shall not impair or otherwise restrict in any manner the ability
of Wachovia Bank to make any assignment of its Loans or Commitments, it being
understood and agreed that Wachovia Bank may terminate its Swing Line Loan
Commitment, either in whole or in part, in connection with the making of any
assignment. Any attempted assignment and delegation not made in accordance with
this Section shall be null and void. Notwithstanding anything to the contrary
set forth above, any Lender may (without requesting the consent of any Borrower
or the Administrative Agent) pledge its Loans (a) to a Federal Reserve Bank in
support of borrowings made by such Lender from such Federal Reserve Bank, or (b)
in the case of any Lender which is a fund that invests in loans, to any trustee
or any other representative of holders of obligations owed or securities issued
by such Lender as security for such obligations or securities; provided that no
such pledge or assignment shall (x) release any Lender from any of its
obligations hereunder or (y) substitute any such pledgee or assignee for such
Lender as a party hereto.

               (f) In the event that S&P or Moody's, shall, after the date that
         any Person becomes a Lender, downgrade the long-term certificate of
         deposit ratings of such Lender, and the resulting ratings shall be
         below BBB- or Baa3, respectively, or the equivalent, then Winn-Dixie,
         the Swingline Lender and each Issuer shall each have the right, but not
         the obligation, upon notice to such Lender and the Administrative
         Agent, to replace such Lender with a financial institution (a
         "Substitute Lender") acceptable to Winn-Dixie and the Administrative
         Agent (such consents not to be unreasonably withheld or delayed;
         provided that no such consent shall be required if the Substitute
         Lender is an existing Lender), and upon any such downgrading of any
         Lender's long-term certificate of deposit rating, each such Lender
         hereby agrees to transfer and assign (in accordance with Section
         10.11.1) all of its Commitments and other rights and obligations under
         the Loan Documents (including Reimbursement Obligations) to such
         Substitute Lender; provided, however, that (i) such assignment shall be
         without recourse, representation or warranty (other than that such
         Lender owns the Commitments, Loans and Notes being assigned, free and
         clear of any Liens) and (ii) the purchase price paid by the Substitute
         Lender shall be in the amount of such Lender's Loans and its Percentage
         of outstanding Reimbursement Obligations, together with all accrued and
         unpaid interest and fees in respect thereof, plus all other amounts
         (other than the amounts (if any) demanded and unreimbursed under
         Sections 4.2, 4.3, 4.5 and 4.6, which shall be paid by the Borrowers),
         owing to such Lender hereunder. Upon any such termination or
         assignment, such Lender shall cease to be a party hereto but shall
         continue to be entitled to the benefits of any provisions of this
         Agreement which by their terms survive the termination of this
         Agreement.

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                Winn-Dixie Amended and Restated Credit Agreement

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         SECTION 10.11.2. Participations. Any Lender may, without the consent of
or notice to any Borrower or the Administrative Agent, sell to one or more
commercial banks or other Persons (each of such commercial banks and other
Persons being herein called a "Participant") participating interests in any of
the Loans, Commitments, or other interests of such Lender hereunder; provided,
however, that

              (a) no participation contemplated in this Section shall relieve
         such Lender from its Commitments or its other obligations under any
         Loan Document;

              (b) such Lender shall remain solely responsible for the
         performance of its Commitments and such other obligations;

              (c) each Obligor and the Administrative Agent shall continue to
         deal solely and directly with such Lender in connection with such
         Lender's rights and obligations under each Loan Document;

              (d) no Participant, unless such Participant is an Affiliate of
         such Lender or is itself a Lender, shall be entitled to require such
         Lender to take or refrain from taking any action under any Loan
         Document, except that such Lender may agree with any Participant that
         such Lender will not, without such Participant's consent, take any
         actions of the type described in clauses (a), (b), (c) or (f) of
         Section 10.1 with respect to Obligations participated in by such
         Participant;

              (e) no Borrower shall be required to pay any amount under this
         Agreement that is greater than the amount which it would have been
         required to pay had no participating interest been sold;

              (f) such Lender shall, as agent of the Borrowers solely for the
         purpose of this Section, record in book entries maintained by such
         Lender the name of its Participants and the amount such Participants
         are entitled to receive in respect of any participating interests sold
         pursuant to this Section; and

              (g) each participation permitted pursuant to this Section shall be
         in a minimum aggregate amount of $5,000,000 (or, if less, the entire
         remaining amount of such Lender's Loans, Letter of Credit Outstandings
         and Commitments).

Each Borrower acknowledges and agrees that each Participant, for purposes of
Sections 4.3, 4.4, 4.5, 4.6, 4.8, 4.9, 7.1.1, 10.3 and 10.4, shall be considered
a Lender. Each Participant shall only be indemnified for increased costs
pursuant to Section 4.3, 4.5 or 4.6 if and to the extent that the Lender which
sold such participating interest to such Participant concurrently is entitled to
make, and does make, a claim on the Borrowers for such increased costs. Any
Lender that sells a participating interest in any Loan, Commitment or other
interest to a Participant under this Section shall (x) as agent for the
Borrowers solely for purposes of this Section 10.11.2, record in book entries
maintained by such Lender, the name and amount of the participating interest of
each Participant entitled to receive payments in respect of such participating
interest, and (y) indemnify and hold harmless the Borrowers and the
Administrative Agent from and against any Taxes, penalties, interest or other
costs or losses (including reasonable attorneys' fees and expenses) incurred or
payable by any Borrower or the Administrative Agent as a result of the failure
of any Borrower or the Administrative Agent to comply with its obligations to
deduct or withhold any Taxes from any payments made pursuant to this Agreement
to such Lender or the Administrative Agent, as the case may be, which Taxes
would not have been incurred or payable if such Participant had been a Non-U.S.
Lender that was entitled to deliver to any Borrower, the Administrative Agent or
such Lender, and did in fact so deliver, a duly completed and valid Form W-8BEN
or W-8ECI (or applicable

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                Winn-Dixie Amended and Restated Credit Agreement

<PAGE>

successor form) entitling such Participant to receive payments under this
Agreement without deduction or withholding of any United States federal taxes.

         SECTION 10.12. Other Transactions. Nothing contained herein shall
preclude the Agents, any Issuer or any other Lender from engaging in any
transaction, in addition to those contemplated by the Loan Documents, with any
Borrower or any of its Affiliates in which such Borrower or such Affiliate is
not restricted hereby from engaging with any other Person.

         SECTION 10.13. Certain Collateral and Other Matters; Rate Protection
Agreements. The Administrative Agent is authorized on behalf of all the Lenders,
without the necessity of any notice to or further consent from the Lenders, from
time to time to take any action with respect to any collateral security or the
Loan Documents which may be necessary to perfect and maintain perfected the
security interest in and Liens upon the collateral security granted pursuant to
the Loan Documents.

              (a) The Lenders irrevocably authorize the Administrative Agent to
         release any security interest or Lien granted to or held by the
         Administrative Agent upon any real or personal collateral and satisfy
         of record any Mortgage and to terminate any Collateral Acccess
         Agreement, Processor Letter or Direction Letter (in which case the
         Lenders hereby authorize the Administrative Agent to execute, and the
         Administrative Agent agrees, if requested by the Borrowers in writing
         and at the Borrowers' sole joint and several expense, to execute,
         reasonable releases, notices or terminations (including UCC-3
         termination statements and satisfaction of the Mortgages, as may be
         applicable) in connection with this Agreement) (i) on the Termination
         Date; (ii) constituting real and personal property sold or to be sold
         or disposed of as part of or in connection with any Disposition
         (including any Permitted Disposition or a Permitted Sale and Leaseback
         Transaction) made in compliance with the terms of this Agreement; (iii)
         constituting property in which a Borrower or any Subsidiary of a
         Borrower owned no interest at the time the security interest and/or
         Lien was granted or at any time thereafter; (iv) constituting property
         leased to a Borrower or any Subsidiary of a Borrower under a lease
         which has expired or been terminated in a transaction permitted under
         this Agreement or is about to expire and which has not been, and is not
         intended by such Borrower or such Subsidiary to be, renewed or
         extended; (v) consisting of an instrument evidencing Indebtedness or
         other debt instrument, if the Indebtedness evidenced thereby has been
         paid in full; or (vi) if approved, authorized or ratified in writing by
         the Required Lenders or, if required by Section 10.1, each Lender. Upon
         request by the Administrative Agent at any time, each Lender will
         confirm in writing the Administrative Agent's authority to release
         particular types or items of collateral pursuant to this Section 10.13.

              (b) The Agents shall have no obligation whatsoever to any Lender
         or any other Person to investigate, confirm or assure that the
         Collateral exists or is owned by any Borrower or Guarantor or is cared
         for, protected or insured or has been encumbered, or that any
         particular items of Collateral meet the eligibility criteria applicable
         in respect of the Loans or Letters of Credit hereunder, or whether any
         particular reserves are appropriate, or that the liens and security
         interests granted to the Agents pursuant hereto or any of the Loan
         Documents or otherwise have been properly or sufficiently or lawfully
         created, perfected, protected or enforced or are entitled to any
         particular priority, or to exercise at all or in any particular manner
         or under any duty of care, disclosure or fidelity, or to continue
         exercising, any of the rights, authorities and powers granted or
         available to the Agents in this Agreement or in any of the other Loan
         Documents, it being understood and agreed that in respect of the
         Collateral, or any act, omission or event related thereto, the Agents
         may act in any manner they may deem appropriate, in their discretion,
         given the Agents' own interest in the Collateral as Lenders and that
         the Agents shall have no duty or liability whatsoever to any other
         Lender.

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                Winn-Dixie Amended and Restated Credit Agreement

<PAGE>

              (c) Each Lender which enters into arrangements with a Borrower in
         respect of Rate Protection Agreements hereby agrees to supply the
         Administrative Agent in writing on each Quarterly Payment Date with the
         amount of any termination obligations of such Borrower thereunder and
         any net payments owing by such Borrower thereunder.

         SECTION 10.14. Forum Selection and Consent to Jurisdiction. ANY
LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH, ANY
LOAN DOCUMENT, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER
ORAL OR WRITTEN) OR ACTIONS OF THE AGENTS, THE LENDERS, ANY ISSUER OR ANY
BORROWER IN CONNECTION HEREWITH OR THEREWITH MAY BE BROUGHT AND MAINTAINED IN
THE COURTS OF THE STATE OF NEW YORK OR IN THE UNITED STATES DISTRICT COURT FOR
THE SOUTHERN DISTRICT OF NEW YORK; PROVIDED, HOWEVER, THAT ANY SUIT SEEKING
ENFORCEMENT AGAINST ANY COLLATERAL OR OTHER PROPERTY MAY BE BROUGHT, AT THE
ADMINISTRATIVE AGENT'S OPTION, IN THE COURTS OF ANY JURISDICTION WHERE SUCH
COLLATERAL OR OTHER PROPERTY MAY BE FOUND. EACH BORROWER IRREVOCABLY CONSENTS TO
THE SERVICE OF PROCESS BY REGISTERED MAIL, POSTAGE PREPAID, OR BY PERSONAL
SERVICE WITHIN OR WITHOUT THE STATE OF NEW YORK AT THE ADDRESS FOR NOTICES
SPECIFIED IN SECTION 10.2. EACH BORROWER HEREBY EXPRESSLY AND IRREVOCABLY
WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH IT MAY HAVE
OR HEREAFTER MAY HAVE TO THE LAYING OF VENUE OF ANY SUCH LITIGATION BROUGHT IN
ANY SUCH COURT REFERRED TO ABOVE AND ANY CLAIM THAT ANY SUCH LITIGATION HAS BEEN
BROUGHT IN AN INCONVENIENT FORUM. TO THE EXTENT THAT ANY BORROWER HAS OR
HEREAFTER MAY ACQUIRE ANY IMMUNITY FROM JURISDICTION OF ANY COURT OR FROM ANY
LEGAL PROCESS (WHETHER THROUGH SERVICE OR NOTICE, ATTACHMENT PRIOR TO JUDGMENT,
ATTACHMENT IN AID OF EXECUTION OR OTHERWISE) WITH RESPECT TO ITSELF OR ITS
PROPERTY, SUCH BORROWER HEREBY IRREVOCABLY WAIVES TO THE FULLEST EXTENT
PERMITTED BY LAW SUCH IMMUNITY IN RESPECT OF ITS OBLIGATIONS UNDER THE LOAN
DOCUMENTS.

         SECTION 10.15. Waiver of Jury Trial. EACH AGENT, EACH LENDER, EACH
ISSUER AND EACH BORROWER HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE
TO THE FULLEST EXTENT PERMITTED BY LAW ANY RIGHTS THEY MAY HAVE TO A TRIAL BY
JURY IN RESPECT OF ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN
CONNECTION WITH, EACH LOAN DOCUMENT, OR ANY COURSE OF CONDUCT, COURSE OF
DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN) OR ACTIONS OF SUCH AGENT, SUCH
LENDER, SUCH ISSUER OR ANY BORROWER IN CONNECTION THEREWITH. EACH BORROWER
ACKNOWLEDGES AND AGREES THAT IT HAS RECEIVED FULL AND SUFFICIENT CONSIDERATION
FOR THIS PROVISION (AND EACH OTHER PROVISION OF EACH OTHER LOAN DOCUMENT TO
WHICH IT IS A PARTY) AND THAT THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE
EACH AGENT, EACH LENDER AND EACH ISSUER ENTERING INTO THE LOAN DOCUMENTS. EACH
BORROWER HEREBY IRREVOCABLY APPOINTS CT CORPORATION SYSTEMS (THE "PROCESS
AGENT"), WITH AN OFFICE ON THE DATE HEREOF AT 1633 BROADWAY, NEW YORK, NEW YORK
10019, UNITED STATES, AS ITS AGENT TO RECEIVE, ON SUCH BORROWER'S BEHALF AND ON
BEHALF OF SUCH BORROWER PROPERTY, SERVICE OF COPIES OF THE SUMMONS AND COMPLAINT
AND ANY OTHER PROCESS WHICH MAY BE SERVED IN ANY SUCH ACTION OR PROCEEDING. SUCH
SERVICE MAY BE MADE BY MAILING OR

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                Winn-Dixie Amended and Restated Credit Agreement

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DELIVERING A COPY OF SUCH PROCESS TO EACH BORROWER IN CARE OF THE PROCESS AGENT
AT THE PROCESS AGENT'S ABOVE ADDRESS, AND EACH BORROWER HEREBY IRREVOCABLY
AUTHORIZES AND DIRECTS THE PROCESS AGENT TO ACCEPT SUCH SERVICE ON ITS BEHALF.
AS AN ALTERNATIVE METHOD OF SERVICE, EACH BORROWER FURTHER IRREVOCABLY CONSENTS
TO THE SERVICE OF PROCESS BY REGISTERED MAIL, POSTAGE PREPAID, OR BY PERSONAL
SERVICE WITHIN OR WITHOUT THE STATE OF NEW YORK.

         SECTION 10.16. Reallocation and Assignment of Existing Revolving Loans
and L/C Obligations with Respect to Existing Letters of Credit. The credit
extensions and commitments made by the Existing Lenders and outstanding pursuant
to the Existing Credit Agreement shall be assigned without recourse and
re-allocated among the Lenders so that, and credit extensions and commitments
shall be made by the Lenders pursuant to this Agreement so that, from and after
the Closing Date, the respective commitments and credit extensions of the
Lenders shall be in accordance with Schedule II. Credit extensions made by
Existing Lenders shall, effective as of the Closing Date, be evidenced and
governed by this Agreement and the Loan Documents.

         SECTION 10.17. Effect of this Agreement. This Agreement amends and
restates the Existing Credit Agreement in its entirety and is entitled to the
benefit of all existing Loan Documents. Any reference in any other Loan Document
to the "Credit Agreement," "thereunder," "therein," "thereof" or words of like
import referring to the Existing Credit Agreement shall mean and refer to this
Agreement. Any reference in any other Loan Document to the "Obligations" or any
similar term including or referencing obligations under the Existing Credit
Agreement shall include and reference the Obligations as defined in this
Agreement. All Obligations under the Existing Credit Agreement and the other
Loan Documents shall continue to be outstanding except as expressly modified by
this Agreement and shall be governed in all respects by this Agreement and the
other Loan Documents, it being agreed and understood by the parties hereto that
this Agreement does not constitute a novation, satisfaction, payment or
reborrowing of any Obligation under the Existing Credit Agreement or any other
Loan Document except as expressly modified by this Agreement, nor, except as
expressly provided herein, does it operate as a waiver of any right, power or
remedy of any Lender under any Loan Document. The security interests granted
pursuant to any Loan Documents shall, as modified hereby, continue in full force
and effect, and are hereby affirmed, with respect to this Agreement and the
Obligations as defined herein. In the event of a conflict between the terms and
provisions of this Agreement and the terms and provisions of any other Loan
Document, the terms and provisions of this Agreement shall govern.

         SECTION 10.18. Appointment of the Administrative Borrower as Agent for
Requesting Loans and Receipts of Loans and Statements.

         (a) Each Borrower hereby irrevocably appoints and constitutes the
Administrative Borrower as its agent to request and receive Loans and Letters of
Credit pursuant to this Agreement and the other Loan Documents from any Agent or
any Lender in the name or on behalf of such Borrower. The Agents and Lenders may
disburse the Loans to such bank account of the Administrative Borrower or a
Borrower or otherwise make such Loans to a Borrower and provide such Letters of
Credit to a Borrower as the Administrative Borrower may designate or direct,
without notice to any other Borrower or Obligor. Notwithstanding anything to the
contrary contained herein, the Agents may at any time and from time to time
require that Loans to or for the account of any Borrower be disbursed directly
to an operating account of such Borrower.

         (b) The Administrative Borrower hereby accepts the appointment by the
other Borrowers to act as the agent of the Borrowers pursuant to this Section
10.18. The Administrative Borrower shall ensure that the disbursement of any
Loans to each Borrower requested by or paid to or for the account of,

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                Winn-Dixie Amended and Restated Credit Agreement

<PAGE>

or the issuance of any Letters of Credit for a Borrower or Subsidiary Guarantor
hereunder, shall be paid to or for the account of such Borrower or Subsidiary
Guarantor.

         (c) Each Borrower and other Guarantor hereby irrevocably appoints and
constitutes the Administrative Borrower as its agent to receive statements on
account and all other notices from the Agents and Lenders with respect to the
Obligations or otherwise under or in connection with this Agreement and the
other Loan Documents.

         (d) Any notice, election, representation, warranty, agreement or
undertaking by or on behalf of any other Borrower or any Guarantor by the
Administrative Borrower shall be deemed for all purposes to have been made by
such Borrower or Guarantor, as the case may be, and shall be binding upon and
enforceable against such Borrower or Guarantor to the same extent as if made
directly by such Borrower or Guarantor.

         (e) No purported termination of the appointment of the Administrative
Borrower as agent as aforesaid shall be effective, except after ten (10) days'
prior written notice to the Agents.

         SECTION 10.19. Waiver of Counterclaims, etc.. Each Borrower and
Guarantor waives (a) all rights to interpose any claims, deductions, setoffs or
counterclaims of any nature (other than compulsory counterclaims) in any action
or proceeding with respect to this Agreement, the Obligations, the Collateral or
any matter arising therefrom or relating hereto or thereto and (b) any rights to
punitive or consequential damages.

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                Winn-Dixie Amended and Restated Credit Agreement

<PAGE>

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

         BORROWERS:

                                    WINN-DIXIE STORES, INC.,
                                       as the Administrative Borrower and a
                                       Borrower

                                    By: KELLIE D. HARDEE
                                       --------------------------
                                       Title: VICE PRESIDENT,
                                              FINANCE & TREASURER

                                    Address:   5050 Edgewood Court
                                               Jacksonville, Florida 32254-3699
                                    Attention: Richard P. McCook
                                    Facsimile No.: (904) 783-5059
                                    Attention: Laurence B. Appel
                                    Facsimile No.: (904) 783-5651

                                    SAVE RITE GROCERY WAREHOUSE, INC.,
                                       as a Borrower

                                    By: KELLIE D. HARDEE
                                       --------------------------
                                       Title: VICE PRESIDENT,
                                              FINANCE & TREASURER

                                    Address: 5050 Edgewood Court
                                             Jacksonville, Florida 32254-3699
                                    Attention: Richard P. McCook
                                    Facsimile No.: (904) 783-5059
                                    Attention: Laurence B. Appel
                                    Facsimile No.: (904) 783-5651

                                    WINN-DIXIE CHARLOTTE, INC.,
                                       as a Borrower

                                    By: KELLIE D. HARDEE
                                       --------------------------
                                       Title: VICE PRESIDENT,
                                              FINANCE & TREASURER

                                    Address: 5050 Edgewood Court
                                             Jacksonville, Florida 32254-3699
                                    Attention: Richard P. McCook
                                    Facsimile No.: (904) 783-5059
                                    Attention: Laurence B. Appel
                                    Facsimile No.: (904) 783-5651

                Winn-Dixie Amended and Restated Credit Agreement

<PAGE>

                                       WINN-DIXIE SUPERMARKETS, INC.,
                                             as a Borrower

                                       By: KELLIE D. HARDEE
                                          --------------------------
                                           Title: VICE PRESIDENT, FINANCE &
                                                  TREASURER

                                       Address: 5050 Edgewood Court
                                                Jacksonville, Florida 32254-3699
                                       Attention: Richard P. McCook
                                       Facsimile No.: (904) 783-5059
                                       Attention: Laurence B. Appel
                                       Facsimile No.: (904) 783-5651

                                       WINN-DIXIE LOUISIANA, INC.,
                                             as a Borrower

                                       By: KELLIE D. HARDEE
                                          --------------------------
                                           Title: VICE PRESIDENT, FINANCE &
                                                  TREASURER

                                       Address: 5050 Edgewood Court
                                                Jacksonville, Florida 32254-3699
                                       Attention:  Richard P. McCook
                                       Facsimile No.:  (904) 783-5059
                                       Attention:  Laurence B. Appel
                                       Facsimile No.:  (904) 783-5651

                                       WINN-DIXIE MONTGOMERY, INC.,
                                          as a Borrower

                                       By: KELLIE D. HARDEE
                                          --------------------------
                                           Title: VICE PRESIDENT, FINANCE &
                                                  TREASURER

                                       Address: 5050 Edgewood Court
                                                Jacksonville, Florida 32254-3699
                                       Attention: Richard P. McCook
                                       Facsimile No.: (904) 783-5059
                                       Attention: Laurence B. Appel
                                       Facsimile No.: (904) 783-5651

                Winn-Dixie Amended and Restated Credit Agreement

<PAGE>

                                       WINN-DIXIE PROCUREMENT, INC.,
                                          as a Borrower

                                       By: KELLIE D. HARDEE
                                          -------------------------------
                                           Title: VICE PRESIDENT,
                                                  FINANCE & TREASURER

                                       Address: 5050 Edgewood Court
                                                Jacksonville, Florida 32254-3699
                                       Attention: Richard P. McCook
                                       Facsimile No.: (904) 783-5059
                                       Attention: Laurence B. Appel
                                       Facsimile No.: (904) 783-5651

                                       WINN-DIXIE RALEIGH, INC.,
                                          as a Borrower

                                       By: KELLIE D. HARDEE
                                          --------------------------------
                                          Title: VICE PRESIDENT,
                                                 FINANCE & TREASURER

                                       Address: 5050 Edgewood Court
                                                Jacksonville, Florida 32254-3699
                                       Attention: Richard P. McCook
                                       Facsimile No.: (904) 783-5059
                                       Attention: Laurence B. Appel
                                       Facsimile No.: (904) 783-5651

                Winn-Dixie Amended and Restated Credit Agreement

<PAGE>

AGENTS AND LENDERS:

                                    WACHOVIA BANK, NATIONAL ASSOCIATION,
                                       as the Administrative Agent, Issuer
                                       and SwingLine Lender

                                    By: KIM QUINN
                                        -------------------------
                                        Title: DIRECTOR

                                    Address: One Wachovia Bank Center
                                             301 South College Street, DC-5
                                             Charlotte, North Carolina 28288
                                    Facsimile No.: (704) 383-7611
                                    Attention: Kim Quinn

                                    WACHOVIA CAPITAL MARKETS, LLC,
                                       as the Arranger

                                    By: KIM QUINN
                                        -------------------------
                                        Title: DIRECTOR

                                    Address: One Wachovia Bank Center
                                             301 South College Street, DC-5
                                             Charlotte, North Carolina 28288
                                    Facsimile No: (704) 383-7611
                                    Attention: Kim Quinn

                                    GMAC COMMERCIAL FINANCE LLC,
                                       as the Syndication Agent

                                    By: CRAIG NALITT
                                        -------------------------
                                        Title: VICE PRESIDENT

                                    Address:   461 5/th/. Avenue, 21/st/. Floor
                                               New York, NY 10017
                                    Facsimile No.:  212-489-3980
                                    Attention: Craig Nalitt

                                    HARRIS TRUST AND SAVINGS BANK,
                                       as the Documentation Agent

                                    By: C. SCOTT PLACE
                                        -------------------------
                                        Title: VICE PRESIDENT

                                    Address: 111 West Monroe Street
                                             P.O. Box 755
                                             Chicago, IL 60690-0755
                                    Facsimile No.:  312-765-1030
                                    Attention: C. Scott Place

                Winn-Dixie Amended and Restated Credit Agreement

<PAGE>

                                       CONGRESS FINANCIAL CORPORATION (FLORIDA),
                                          as the Inventory Agent

                                       By: DAN COTT
                                          ------------------------------
                                          Title: SENIOR VICE PRESIDENT

                                       Address: 777 Brickell Avenue, Suite 808
                                                Miami, Florida 33131
                                       Facsimile No.: (305) 371-9456
                                       Attention: Portfolio Manager - Winn-Dixie

                Winn-Dixie Amended and Restated Credit Agreement

<PAGE>

                                                                      SCHEDULE I

                     DISCLOSURE SCHEDULE TO CREDIT AGREEMENT

ITEM 5.1.15. Properties.

ITEM 6.6. Material Adverse Changes.

ITEM 6.7. Litigation.

ITEM 6.8(a)(i) Existing U.S. Subsidiaries.

ITEM 6.8(a)(ii) Existing Bahamian Subsidiaries.

ITEM 6.8(b) Material Subsidiaries.

ITEM 6.11. Employee Benefit Plans.

ITEM 6.12. Environmental Matters.

ITEM 6.18. Compliance with Laws.

ITEM 6.21. Intellectual Property.

ITEM 6.23. Material Contracts.

ITEM 6.25. Majority Accounts

ITEM 6.26. Collective Bargaining Agreements.

ITEM 6.27. Distribution Centers.

ITEM 6.28. Debit and Credit Card Processing Arrangements.

ITEM 6.30. Bank Accounts held with Direction Banks.

ITEM 7.2.2(a) Existing Letters of Credit

ITEM 7.2.2(b) Indebtedness to be Paid.

ITEM 7.2.2(c) Existing Indebtedness.

ITEM 7.2.3(c) Ongoing Liens.

ITEM 7.2.5(a) Ongoing Investments.

                Winn-Dixie Amended and Restated Credit Agreement

<PAGE>

                                                                     SCHEDULE II

                       [ON FILE WITH ADMINISTRATIVE AGENT]

                                      S-1
                Winn-Dixie Amended and Restated Credit Agreement

<PAGE>

         Agreed as of the date first above written



 /s/ SANAT AMLADI
    --------------------------------
     WELLS FARGO FOOTHILL, LLC



By:      SANAT AMLADI
     -------------------------------
         Title: VICE PRESIDENT






/s/ RICHARD KADLICK
   ---------------------------------
    GENERAL ELECTRIC CAPITAL CORPORATION



By: RICHARD KADLICK
   ---------------------------------
         Title: SENIOR VICE PRESIDENT







/s/ BILL PRINDLE
   ---------------------------------
    PNC BUSINESS CREDIT



By: BILL PRINDLE
   ---------------------------------
         Title: VICE PRESIDENT




/s/ MICHAEL LAPRESI
   ---------------------------------
    SUNTRUST BANKS, INC.



By: MICHAEL LAPRESI
   ---------------------------------
         Title: DIRECTOR

<PAGE>

/s/ FRANK AMODIO
   -----------------------------------------
    SIEMENS FINANCIAL SERVICES



By: FRANK AMODIO
   -----------------------------------------
         Title: VICE PRESIDENT - CREDIT





/s/ S. RICHARD DILL
   -----------------------------------------
    COBANK, ACB



By: S. RICHARD DILL
   -----------------------------------------
         Title: VICE PRESIDENT





/s/ GARY PRAGER
   ------------------------
    THE CIT GROUP/BUSINESS CREDIT, INC.



By: GARY PRAGER
   -----------------------------------------
         Title: EXECUTIVE VICE PRESIDENT



/s/ ROBERT LOZANO
   -----------------------------------------
    LASALLE BANK, N.A.



By: ROBERT LOZANO
   -----------------------------------------
         Title: FIRST VICE PRESIDENT AND
                DEPUTY DIVISION HEAD

<PAGE>

/s/ RICHARD GERE
   ---------------------------------
    AMSOUTH BANK



By: RICHARD GERE
   ---------------------------------
         Title: ATTORNEY-IN-FACT



/s/ ATILLA KOC
   ---------------------------------
    CREDIT LYONNAIS



By: ATILLA KOC
   ---------------------------------
         Title: SENIOR VICE PRESIDENT



/s/ KEELY MCGEE
   ---------------------------------
    COMPASS BANK



By: KEELY MCGEE
   ---------------------------------
         Title: VICE PRESIDENT

</TEXT>
</DOCUMENT>
