WAIVER AGREEMENT 				 TO 	 AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT 		WAIVER AGREEMENT dated as of May 17, 1999 to the Amended and Restated Revolving Credit Agreement dated as of September 15, 1997 (as heretofore amended, and as may be further amended, restated, modified or supplemented from time to time, the "Credit Agreement") among Jitney-Jungle Stores of America, Inc. ("Jitney Jungle"), Southern Jitney Jungle Company, McCarty-Holman Co., Inc., Jitney-Jungle Bakery, Inc., Pump and Save, Inc., Interstate Jitney Jungle Stores, Inc., and Delchamps, Inc. ("Delchamps") (each a "Borrower" and collectively, the "Borrowers"), the guarantors named therein, the lenders named therein (the "Lenders") and Fleet Capital Corporation, as agent for the Lenders (the "Agent"). Capitalized terms used herein and not defined shall have the respective meanings assigned to such terms in the Credit Agreement. 		WHEREAS the Borrowers have requested that the Agent and the Required Lenders agree to waive certain provisions in the Credit Agreement; 		WHEREAS the Agent and the Required Lenders are willing to waive such provisions of the Credit Agreement on the terms and conditions contained herein; 		NOW, THEREFORE, the Borrowers, the Guarantors, the Required Lenders and the Agent hereby agree as follows: 1. Waiver. Pursuant to the terms and conditions contained herein, the Agent and the Required Lenders hereby agree to waive compliance with Section 7.09 of the Credit Agreement solely as it pertains to the Fiscal Quarter ended March 27, 1999. 2. Effective Date. This Agreement shall become effective upon compliance with the conditions set forth immediately below: 			 	(a) The Agent shall have received an original counterpart of this Waiver, duly executed and delivered by the Borrowers, the Guarantors and the Required Lenders. 	(b) After giving effect to this Waiver no Default or Event of Default shall have occurred. 3. Ratification. Except as expressly waived herein, all terms and conditions of the Credit Agreement and all other Loan Documents remain in full force and effect. All collateral security and guarantees in connection with the Credit Agreement and/or the Loan Documents are hereby confirmed and ratified in all respects. 4. Counterparts. This Waiver may be executed in counterparts, each of which shall constitute an original but all of which when taken together shall constitute one contract, and shall become effective when copies hereof which, when taken together, bear the signatures of each of the parties hereto shall be delivered to the Agent. Delivery of an executed counterpart of a signature page to this Waiver by telecopier shall be effective as delivery of a manually executed signature page hereto. 5. Governing Law. THIS WAIVER SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK (OTHER THAN THE CONFLICTS OF LAWS PRINCIPLES THEREOF). 		[Remainder of page intentionally left blank.] 		 		 		IN WITNESS WHEREOF, the parties have caused this Waiver Agreement to be executed by their respective officers thereunto duly authorized, as to the date first above written. 				 JITNEY-JUNGLE STORES OF AMERICA, INC., 				 as Borrower and as Guarantor 					 				 By__________________________________ 				 Name: 				 Title: 				 SOUTHERN JITNEY JUNGLE COMPANY, 				 as Borrower and as Guarantor 				 By_________________________________ 				 Name: 				 Title: 				 McCARTY-HOLMAN CO., INC., 				 as Borrower and as Guarantor 				 By_________________________________ 				 Name: 				 Title: 				 JITNEY-JUNGLE BAKERY, INC., 				 as Borrower and as Guarantor 				 				 By_________________________________ 				 Name: 				 Title: 				 PUMP AND SAVE, INC., 				 as Borrower and as Guarantor 				 				 By_________________________________ 				 Name: 				 Title: 					 				 INTERSTATE JITNEY JUNGLE STORES, INC., 				 as Borrower and as Guarantor 				 By_________________________________ 				 Name: 				 Title: 					 				 DELCHAMPS, INC., 				 as Borrower and as Guarantor 					 				 By_________________________________ 				 Name: 				 Title: 				 JJ CONSTRUCTION CORP., 				 as Guarantor 					 				 By_________________________________ 				 Name: 				 Title: 				 SUPERMARKET CIGARETTE SALES, INC., 				 as Guarantor 					 				 By_________________________________ 				 Name: 				 Title: 						 				 FLEET CAPITAL CORPORATION, 				 as Agent 					 				 By_________________________________ 				 Name: 				 Title: 				 FLEET CAPITAL CORPORATION, 				 as Lender 					 				 By________________________________ 				 Name: 				 Title: 				 PNC BANK, NATIONAL ASSOCIATION, 				 as Lender 					 				 By________________________________ 				 Name: 				 Title: 			 				 HELLER FINANCIAL INC., 				 as Lender 					 				 By________________________________ 				 Name: 				 Title: 				 IBJ WHITEHALL BUSINESS CREDIT CORP., 				 as Lender 					 				 By________________________________ 				 Name: 				 Title: 				 NATIONAL BANK OF CANADA, a Canadian 				 Chartered Bank, as Lender 					 				 By________________________________ 				 Name: 				 Title: 				 				 NATIONAL BANK OF CANADA, a Canadian 				 Chartered Bank, as Lender 				 By________________________________ 				 Name: 				 Title: 				 				 NATIONAL CITY BANK, as Lender 					 				 By________________________________ 				 Name: 				 Title: 				 DEUTSCHE FINANCIAL SERVICES CORPORATION, 				 as Lender 					 				 By________________________________ 				 Name: 				 Title: 				 FLEET BANK, N.A., as a Letter of 				 Credit Issuer 					 				 By________________________________ 				 Name: 				 Title: