EXHIBIT 10.8 July 16, 1993 SMITH'S FOOD & DRUG CENTERS, INC. P.O. Box 30550 Salt Lake City, Utah 84130 Attention: Mr. Richard J. Osborne Assistant Treasurer Gentlemen: Following our annual review of your file, we are pleased to confirm the committed line of credit which we extend in your favor per the following details: COMMITMENT TOTAL: USD 15,000,000 - Clean advances up to 180 days evidenced by promissory notes. INTEREST RATE: Our most competitive rates to be negotiated at the time of utilization. COMMITMENT FEE: A commitment fee of 1/4 of 1% per annum on the unused portion, computed on a 360 day basis for the actual days elapsed, is payable calendar quarterly in arrears. DURATION OF FACILITY: Committed for a period of eighteen months plus one day to include an "evergreen" clause for the automatic renewal of same each six months, barring notice of cancellation by yourselves or ourselves of the evergreen feature. For example, and retaining the previous trigger dates, the commitment currently expires on October 31, 1994, but on October 31, 1993, the expirations extends to April 30, 1995 automatically. Thereafter, on April 30, 1994, the expiry date automatically pushes out to October 31, 1995, and so on, so that at no time will there be less than one year and one day of availability (unless cancellation notice is given of the evergreen feature). Additionally we are pleased to advance to you an additional up to USD 5,000,000 for periods of up to 30 days, as you may from time to time have need, and with interest rates usually as described above. This $5MM availability is not a commitment and may be withdrawn by us at any time. Please indicate your acceptance of the terms and conditions of this letter by acknowledgement as indicated below, signed by an authorized officer, and returning to us the enclosed executed duplicate. We consider your existing promissory notes to continue to be valid, with their relevant grids. As to your Corporate Resolution to Borrow, unless you advise us otherwise, we consider to remain valid that which you provided as of 4 June 1992. This letter effectively supersedes our previous Credit Agreement Letter dated June 3, 1992, as acknowledged by you. It is indeed our pleasure to have served Smith's now for some twelve years, and we look forward to a continued mutually beneficial relationship. Sincerely, BANCA DI ROMA - San Francisco RICHARD G. DIETZ 97271 The above terms and conditions are hereby accepted. SMITH'S FOOD & DRUG CENTERS, INC. By: ______________________________ Its __________________________ Dated ___________________