
<PAGE>
 
                                                                     Exhibit (B)

[LOGO OF FIRST UNION APPEARS HERE]


April 8, 1998


Richfood Holdings, Inc.
4860 Cox Road
Glen Allen, Virginia 23060
Attention:  Mr. John C. Belknap
            Executive Vice President and
            Chief Financial Officer

                     Re:  Commitment for Credit Facilities
                          --------------------------------
                                        
Gentlemen:

     Richfood Holdings, Inc. (the "Company") has advised First Union National
Bank ("First Union") that the Company intends to make a tender offer to acquire
Dart Group Corporation ("Dart") by merger or stock acquisition (the "Dart
Acquisition") pursuant to merger or stock acquisition documents (the
"Acquisition Documents") to be negotiated and entered into between the Company
and Dart.  Based on First Union's present understanding of the proposed
transaction, First Union anticipates that the Company would enter into a Credit
Agreement with certain financial institutions (the "Bank Credit Facility"),
having substantially the terms set forth on the summary of terms and conditions
attached hereto (the "Term Sheet"), providing for credit facilities in an
aggregate amount of $450 million, $250 million of which would be a revolving
credit facility and $200 million of which would be a term loan facility.

     First Union understands that the borrowings under the Bank Credit Facility
will provide funds sufficient to enable the Company to consummate the Dart
Acquisition, to refinance certain existing indebtedness of the Company and of
Dart, to finance capital expenditures and other permitted acquisitions, to pay
related fees and expenses and to provide for working capital and other general
corporate purposes.

     Based upon and subject to the foregoing and to the terms and conditions set
forth below and in the Term Sheet, First Union is pleased to confirm its
commitment (this "Commitment") to provide the Bank Credit Facility to the
Company.  First Union's obligation to provide the Bank Credit Facility pursuant
to this Commitment is subject to (i) the Company's written acceptance of the
letter from First Union and First Union Capital Markets, a division of Wheat
First Securities, Inc. ("Capital Markets" or the "Arranger") to the Company of
even date herewith (the 
<PAGE>
 
Richfood Holdings, Inc.
April 8, 1998
Page 2


"Fee Letter"), pursuant to which the Company agrees to pay First Union and
Capital Markets certain fees in connection with the Bank Credit Facility as more
particularly set forth therein, (ii) the completion of a definitive credit
agreement and related documentation for the Bank Credit Facility, customary for
transactions of this type, in form and substance satisfactory to First Union,
(iii) completion of all documentation relating to the Dart Acquisition including
the Acquisition Documents in form and substance reasonably satisfactory to First
Union; (iv) compliance with all applicable laws and regulations (including
compliance of this Commitment and the transactions described herein with
Regulation U of the Federal Reserve Board and all other applicable federal
banking laws, rules and regulations), and (v) the satisfaction of all other
conditions described herein, in the Term Sheet and in such definitive
documentation. Further, this Commitment is subject to there not having occurred
any material adverse disruption or other change in the financial, banking or
capital markets that has had or could have a materially adverse effect, in First
Union's sole opinion, on the syndication of the Bank Credit Facility.

     It is agreed that First Union will act as the sole administrative agent
(the "Administrative Agent") for any other Lenders under the Bank Credit
Facility.  First Union, through Capital Markets, will also serve as sole
arranger and manager of the syndication effort to form a syndicate of financial
institutions (collectively with First Union, the "Lenders") reasonably
satisfactory to the Company and Capital Markets and to exercise its reasonable
good faith efforts to syndicate all or a portion of the Bank Credit Facility.
In connection with such syndication effort, First Union will manage all aspects
of the syndication, including without limitation making decisions as to the
selection and number of institutions to be approached and when such institutions
will be approached, the award of titles (if any), when commitments will be
accepted, which institutions will participate, the allocations of commitments
among syndicate Lenders and the amount and distribution of fees payable to
syndicate Lenders.  As part of this process, First Union will consult with the
Company regarding the selection and number of institutions to be approached.

     First Union reserves the right, prior to or after the execution of
definitive documentation with respect to the Bank Credit Facility, and as part
of any syndication thereof or otherwise, to arrange for the assignment of a
portion of this Commitment, in accordance with the Term Sheet, to one or more
mutually acceptable financial institutions that will become Lenders and party to
such definitive documentation.  In addition, in connection with any such
syndication, the Company acknowledges that First Union may allocate a portion of
the fees payable under the Fee Letter to such other Lenders.  It is agreed,
however, that no Lender will receive compensation from or on behalf of the
Company outside the terms contained herein and the Fee Letter in order to obtain
its commitment to participate in the Bank Credit Facility.

     The Company understands that First Union intends to immediately commence
the syndication efforts upon the signing of this letter by the Company.  The
Company agrees to assist First Union in promptly completing a mutually
satisfactory syndication including, without limitation: (a) to provide, upon the
Arranger's reasonable request, financial and organizational information for
syndication purposes (including proforma financial projections covering the term
<PAGE>
 
Richfood Holdings, Inc.
April 8, 1998
Page 3


of the Bank Credit Facility); (b) to make available the relevant management
personnel related to the financing or operations of the Company or Dart for
meetings with potential syndicate members upon reasonable notification; and (c)
any other reasonable request by the Arranger to facilitate the syndication of
the Bank Credit Facility. The syndication will be accomplished by a variety of
means including direct contact during the syndication between senior management
of the Company and its subsidiaries and First Union and Capital Markets and
their respective affiliates and advisors. First Union reserves the right to
engage the services of Capital Markets and other of its affiliates in furnishing
services to be performed by First Union as contemplated herein and to allocate
(in whole or in part) to any such affiliates any fees payable to it in such
manner as First Union and its affiliates may agree in their sole discretion. The
Company agrees that First Union may share with any of its affiliates and
advisors any information related to the transaction or any other matter
contemplated hereby, on a confidential basis.

     The Company also agrees that First Union and its affiliates will be
afforded during the term of the Bank Credit Facility an opportunity to offer
proposals to provide (i) any capital markets transactions, including equity
underwriting and debt placement, to be entered into by the Company, any of its
subsidiaries, or any of their respective affiliates, (ii) any interest rate
caps, currency swaps and other hedging transactions to be entered into by the
Company, any of its subsidiaries, or any of their respective affiliates and
(iii) cash management, funds transfer, trade, corporate trust and securities
services to be obtained by the Company, any of its subsidiaries or their
respective affiliates.

     By executing this letter, the Company agrees to reimburse First Union and
Capital Markets from time to time on demand for all reasonable out-of-pocket
fees, syndication expenses and other expenses (including, but not limited to,
the reasonable fees, disbursements and other charges of Mays & Valentine,
L.L.P., as counsel to First Union and Capital Markets) incurred in connection
with the Bank Credit Facility, including the preparation of definitive
documentation for the Bank Credit Facility and the transactions contemplated
hereby.  By executing this letter, the Company further agrees to indemnify and
hold harmless First Union, Capital Markets, each other Lender and each director,
officer, employee, attorney and affiliate of First Union, Capital Markets and
each other Lender (each such person or entity referred to hereafter as an
"Indemnified Person") from any losses, claims, costs, damages, expenses or
liabilities (or actions, suits or proceedings, including any inquiry or
investigation, with respect thereto) to which any Indemnified Person may become
liable to any third party, insofar as such losses, claims, costs, damages,
expenses or liabilities (or actions, suits or proceedings, including any inquiry
or investigation, with respect thereto) arise out of, in any way relate to, or
result from, this letter, the Bank Credit Facility or the transactions
contemplated hereby and thereby and to reimburse upon demand each Indemnified
Person for any and all legal and other expenses incurred in connection with
investigating, preparing to defend or defending any such loss, claim, cost,
damage, expense or inquiry or investigation with respect thereto; provided that
the Company shall have no obligation under this indemnity provision for
liabilities resulting from the gross negligence or willful misconduct of any
Indemnified Person.  The foregoing provisions of this paragraph shall be in
addition to any right that an Indemnified Person shall have at 
<PAGE>
 
Richfood Holdings, Inc.
April 8, 1998
Page 4

common law or otherwise. No Indemnified Person shall be responsible or liable
for consequential damages which may be alleged as a result of this letter or any
of the transactions referred to herein. The provisions of this paragraph shall
remain in full force and effect until the definitive documentation shall be
executed and delivered and notwithstanding the termination of this letter or the
commitment of First Union or Capital Markets hereunder or the failure of the
Bank Credit Facility to close.

     The Company acknowledges and agrees that the services of Capital Markets as
Arranger will be on an exclusive basis during the term of this letter and that,
during such term, no other bank or other financial institution will be engaged
by the Company or any of its subsidiaries regarding any other proposed senior
bank facility for the Company or its subsidiaries.

     Except as required by applicable law, this letter, the Term Sheet, the Fee
Letter and the contents hereof and thereof will not be disclosed by the Company
or any of its subsidiaries to any third person or entity without the prior
consent of First Union and Capital Markets, such consent not to be unreasonably
withheld, other than to the Company's attorneys, financial advisors and
accountants, in each case in connection with the Company's evaluation hereof and
to the extent necessary in the Company's reasonable judgment.  The Company
acknowledges and agrees that First Union and Capital Markets may share with
their respective affiliates, on a confidential basis, any information relating
to the Bank Credit Facility and the Company and its subsidiaries.  First Union
and Capital Markets may disclose information relating to the Bank Credit
Facility to Gold Sheets and other similar bank trade publications, with such
            -----------                                                     
information to consist of deal terms and other information customarily found in
such publications, with the consent of the Company, such consent not to be
unreasonably withheld.

     This Commitment shall terminate at 5:00 p.m. (Charlotte time) on April 10,
1998, unless this Commitment is accepted by the Company in writing prior to such
time and, if accepted prior to such time, shall expire at the earlier of (i)
consummation of the Dart Acquisition or another transaction or series of
transactions in which the Company acquires all or a substantial portion of the
assets or stock of Dart, (ii) termination of the Acquisition Documents regarding
the Acquisition, (iii) the occurrence of any event that has, or could be
expected to have, a material adverse effect on the business, properties,
operations or conditions (financial or otherwise) of the Company and its
subsidiaries, taken as a whole, or Dart, and (iv) 5:00 p.m. (Charlotte time) on
July 31, 1998, if the closing of the Dart Acquisition shall not have occurred by
such time.

     This Commitment, the Term Sheet and the Fee Letter shall be governed by and
construed in accordance with the internal laws of the Commonwealth of Virginia
without reference to conflict of law principles thereof, and together constitute
the entire agreement between the parties relating to the subject matter hereof
and thereof and supersede any previous agreement, written or oral, between the
parties with respect to the subject matter hereof and thereof.  This Commitment
supersedes any prior or contemporaneous agreement or understanding between any
parties hereto with respect to the subject matter hereof.  No party or person
has been authorized 
<PAGE>
 
Richfood Holdings, Inc.
April 8, 1998
Page 5


by First Union or Capital Markets to make any oral or written statements
inconsistent with this letter. This Commitment may not be assigned without the
prior written consent of First Union.

     This letter may be executed in any number of counterparts by the parties
hereto, each of which so executed shall be deemed to be an original binding on
such parties, and all of which taken together shall constitute one and the same
instrument.


                  [Remainder of page intentionally left blank]
<PAGE>
 
Richfood Holdings, Inc.
April 8, 1998
Page 6


     If the Company is in agreement with the foregoing, please sign the enclosed
copy of this Commitment and return it to First Union and Capital Markets,
together with an executed copy of the Fee Letter and the Acceptance Fee (as
defined in the Fee Letter), by no later than 5:00 p.m. (Charlotte time) on 
April 10, 1998.

                                  Sincerely,
    
                                  FIRST UNION NATIONAL BANK
    
    
                                  By:  /s/ Douglas T. Davis
                                       -----------------------
                                  Name:    Douglas T. Davis
                                         ---------------------
                                  Title:   Vice President
                                         ---------------------


                                  FIRST UNION CAPITAL MARKETS, a
                                   division of Wheat First Securities, Inc.


                                  By:  /s/ Andrew J. Gamble
                                       -----------------------
                                  Name:    Andrew J. Gamble
                                         ---------------------
                                  Title:   Managing Director
                                         ---------------------


Agreed to and accepted this
8th day of April, 1998.
---                    

RICHFOOD HOLDINGS, INC.


By:  /s/ John C. Belknap
     ----------------------
Name:    John C. Belknap
       --------------------
Title:   EVP/CFO
       --------------------


<PAGE>
 
                            RICHFOOD HOLDINGS, INC.
                        SUMMARY OF TERMS AND CONDITIONS
                        -------------------------------

                                        

Borrower:                 Richfood Holdings, Inc. ("Richfood" or the "Company")

Administrative Agent:     First Union National Bank ("First Union" or the
                          "Agent")

Arranger:                 First Union Capital Markets, a division of Wheat First
                          Securities, Inc.

Lenders:                  First Union and a group of lenders to be selected by
                          the Company, the Arranger and First Union.

Facilities/Amounts:  (1)  $250 million five-year revolving credit facility (the
                          "Revolving Credit Facility"), which will include a $25
                          million letter of credit subfacility and a $30 million
                          swing line facility provided by First Union.
                          Availability under the Revolving Credit Facility will
                          be reduced by the aggregate amount of the letters of
                          credit outstanding under the letter of credit
                          subfacility (and unreimbursed draws thereunder) and
                          the aggregate amount of loans outstanding under the
                          swing line facility.

                     (2)  $200 million 18 month term loan (the "Term Loan
                          Facility").

Purpose:             (1)  The proceeds of the Revolving Credit Facility will be
                          used by the Company to finance the acquisition (the
                          "Dart Acquisition") of Dart Group Corporation
                          ("Dart"), to refinance certain existing indebtedness
                          of Richfood and Dart, to finance capital expenditures
                          and other permitted acquisitions, to provide working
                          capital and for other general corporate purposes.

                     (2)  The proceeds of the Term Loan Facility will be used by
                          the Company to finance the Dart Acquisition, to
                          refinance certain existing indebtedness of Richfood
                          and Dart, and to pay related fees and expenses.

Maturity:            (1)  The Revolving Credit Facility will mature five years
                          after the date of closing.

                     (2)  The Term Loan Facility will mature 18 months after the
                          date of closing.

Security:                 The Company's obligations under the Revolving Credit
                          Facility and the Term Loan Facility will be secured by
                          a pledge of and a first priority, perfected security
                          interest in the stock of all 


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First Union Capital Markets Group
<PAGE>

Richfood Holdings, Inc. - Summary of Terms and Conditions                      2
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                          subsidiaries of the Company (other than any one or
                          more such subsidiaries which is subject to legal,
                          regulatory or contractual restrictions which restrict
                          the pledge of such stock), now owned or hereafter
                          acquired, pursuant to one or more stock pledge
                          agreements in form and substance satisfactory to First
                          Union. The pledge of the stock of the Company's
                          subsidiaries will be released at such time as the
                          Company's senior debt rating is reaffirmed as
                          investment grade (BBB- or higher from Standard &
                          Poor's Ratings Group, a division of McGraw-Hill
                          Companies, Inc. ("S&P") or the equivalent from Moody's
                          Investors Service, Inc. ("Moody's")) by S&P and by
                          Moody's, if Moody's is then providing a senior debt
                          rating for the Company.

Guaranties:               The Company's obligations under the Revolving Credit
                          Facility and the Term Loan Facility will be
                          unconditionally guaranteed by all subsidiaries of the
                          Company (other than any one or more such subsidiaries
                          which is restricted from providing such a guarantee as
                          a result of legal, regulatory or contractual
                          restrictions), now owned or hereafter acquired,
                          pursuant to one or more guaranty agreements in form
                          and substance satisfactory to First Union. The
                          guarantees of the Company's subsidiaries will be
                          released at the same time as the pledge of the stock
                          of the Company's subsidiaries is released as provided
                          above.

Mandatory
Prepayments:              The Credit Agreement will contain provisions which
                          require the Company to prepay the outstanding
                          principal balance of the Term Loan Facility with the
                          net proceeds of new equity offerings and new issuances
                          of senior debt and with the net proceeds of any sale
                          of Trak Auto Corporation, Crown Books Corporation,
                          Total Beverage Corporation or any real estate assets
                          of Dart which occurs after the Dart Acquisition.

Optional
Prepayments:         (1)  The Company may prepay amounts outstanding under the
                          Revolving Credit Facility, without premium or penalty
                          (other than breakage costs in the event that any such
                          prepayment occurs during a LIBOR interest period), and
                          reborrow such amounts up to the maximum amount of the
                          Revolving Credit Facility upon the terms and subject
                          to the conditions to be set out in the Credit
                          Agreement.

                     (2)  The Company may prepay amounts outstanding under the
                          Term Loan Facility, without premium or penalty (other
                          than breakage costs in the event that any such
                          prepayment occurs during a 

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First Union Capital Markets Group
<PAGE>

Richfood Holdings, Inc. - Summary of Terms and Conditions                      3
--------------------------------------------------------------------------------
 
                          LIBOR interest period), upon the terms and subject to
                          the conditions to be set out in the Credit Agreement.

Voluntary Reduction
of Revolving Credit
Commitment:               The Company will have the option from time to time
                          during the term of the Revolving Credit Facility to
                          reduce the maximum amount available under the
                          Revolving Credit Facility (with a corresponding
                          reduction in the facility fees due under the Credit
                          Agreement) upon the terms and subject to the
                          conditions to be set out in the Credit Agreement,
                          without premium or penalty (other than breakage costs
                          in the event that any such reduction causes a
                          prepayment to occur during a LIBOR interest period).

Interest Rate Options:    Principal advances under the Revolving Credit Facility
                          and the outstanding principal balance of the Term Loan
                          Facility will bear interest, at the option of the
                          Company, at either (i) the Base Rate plus the
                          Applicable Margin, or (ii) Adjusted one, two, three or
                          six-month LIBOR plus the Applicable Margin. The
                          Company will also have a competitive bid interest rate
                          option under the Revolving Credit Facility upon the
                          terms and conditions to be specified in the Credit
                          Agreement.

                          The Base Rate means the higher of (i) First Union's
                          Prime Rate, or (ii) the Federal Funds Rate plus 0.50%.
                          Adjusted LIBOR means the London Interbank Offered
                          Rate, as reported by Telerate, adjusted for applicable
                          reserves, if any.

                          Swing line loans will bear interest at the Base Rate
                          as it exists from time to time, minus 1-1/2% per
                          annum, with such rate to change as of the date of each
                          change in such Base Rate.

                          Interest rates will be selected and set, and accrued
                          interest will be due and payable, as provided in the
                          Credit Agreement.

Interest Rate Margins:    The Applicable Margin for Loans when bearing interest
                          based upon the Base Rate will be 0%. The Applicable
                          Margin for Loans when bearing interest based upon
                          Adjusted LIBOR will vary based on the ratio of the
                          Company's Total Funded Debt to EBITDA Ratio (as
                          defined below) in effect from time to time during the
                          term of the Revolving Credit Facility and the Term
                          Loan Facility (see Appendix A attached hereto for
                          Applicable Category and Applicable Margin
                          definitions).


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First Union Capital Markets Group
<PAGE>
 
Richfood Holdings, Inc.-Summary of Terms and Conditions                       4
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Default Rate:       After the occurrence and during the existence of an Event of
                    Default under the Credit Agreement, interest on the
                    Revolving Credit Facility and the Term Loan Facility will
                    accrue at a rate equal to the then highest rate (including
                    the Applicable Margin) which may be applicable plus 2.0%.

Facility Fee:       The Company will pay to the Agent for the account of the
                    Lenders a facility fee with respect to the Revolving Credit
                    Facility based on the maximum amount thereof, which facility
                    fee will vary based on the Company's Total Funded Debt to
                    EBITDA Ratio in effect from time to time during the term of
                    the Revolving Credit Facility (see Appendix A for Applicable
                    Category and facility fee definitions). The facility fee
                    will be payable quarterly in arrears.

Letter of Credit
Fees:               With respect to each letter of credit issued under the
                    letter of credit subfacility under the Revolving Credit
                    Facility, the Company will pay (1) to the Agent for the
                    account of the Lenders an annual letter of credit fee equal
                    to the daily average Applicable Margin for Libor Loans under
                    the Revolving Credit Facility (or 30% of such Applicable
                    Margin in the case of trade letters of credit), as it exists
                    during the applicable period, multiplied by the daily
                    average face amount of the letter of credit during the
                    applicable period, and (2) to the Agent for its own account
                    an annual facing fee equal to 1/8th of 1% of the face amount
                    of the letter of credit.  The letter of credit fees will be
                    payable quarterly in arrears.

Representations
and Warranties:     The Credit Agreement will contain the same representations
                    and warranties as are contained in the existing Credit
                    Agreements, each dated February 27, 1998, by and among the
                    Company, the lenders party thereto and First Union as
                    Administrative Agent (the "Existing Credit Agreements"), and
                    such other representations and warranties as First Union
                    determines to be necessary or advisable to accommodate and
                    reflect the Dart Acquisition. The Existing Credit Agreements
                    contain representations and warranties relating to the
                    following:

                    (a)  Organization, Power, Qualification
                    (b)  Ownership
                    (c)  Authorization of Agreement, Loan Documents and 
                         Borrowing
                    (d)  Compliance of Agreement, Loan Documents and Borrowing
                         with Laws
                    (e)  Compliance with Law, Governmental Approvals
                    (f)  Tax Returns and Payments


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First Union Capital Markets Group
<PAGE>
 
Richfood Holdings, Inc.-Summary of Terms and Conditions                       5
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                    (g)  Intellectual Property Matters
                    (h)  Environmental Matters
                    (i)  ERISA
                    (j)  Margin Stock
                    (k)  Government Regulation
                    (l)  Material Contracts
                    (m)  Employee Relations
                    (n)  Burdensome Provisions
                    (o)  Financial Statements
                    (p)  No Material Adverse Change
                    (q)  Solvency
                    (r)  Title to Properties
                    (s)  Liens
                    (t)  Debt and Guaranty Obligations
                    (u)  Litigation
                    (v)  Absence of Defaults
                    (w)  Accuracy and Completeness of Information

Affirmative
Covenants:          The Credit Agreement will contain the same affirmative
                    covenants as are contained in the Existing Credit
                    Agreements, and such other affirmative covenants as First
                    Union determines to be necessary or advisable to accommodate
                    and reflect the Dart Acquisition.  The Existing Credit
                    Agreements contain affirmative covenants relating to the
                    following:

                    (a)  Provision of periodic financial reports and information
                         with respect to the Company and its subsidiaries
                    (b)  Preservation of Corporate Existence and Related Matters
                    (c)  Maintenance of Property
                    (d)  Insurance
                    (e)  Accounting Methods and Financial Records
                    (f)  Payment and Performance of Obligations
                    (g)  Compliance with Laws and Approvals
                    (h)  Environmental Laws
                    (i)  Compliance with ERISA
                    (j)  Compliance with Agreements
                    (k)  Conduct of Business
                    (l)  Visits and Inspections
                    (m)  Year 2000 Compatibility
                    (n)  Further Assurances

Negative Covenants: The Credit Agreement will contain the same negative
                    covenants which are contained in the Existing Credit
                    Agreements, and such other negative covenants as First Union
                    determines to be necessary or advisable to accommodate and
                    reflect the Dart Acquisition. The

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First Union Capital Markets Group
<PAGE>
 
Richfood Holdings, Inc.-Summary of Terms and Conditions                       6
------------------------------------------------------------------------------

                    Existing Credit Agreements contain negative covenants
                    relating to the following:

                    (a)  Limitations on Debt
                    (b)  Limitations on Liens
                    (c)  Limitations on Mergers and Liquidation
                    (d)  Limitations on Sale of Assets
                    (e)  Prohibition against Limitations on Dividends and
                         Distributions
                    (f)  Transactions with Affiliates
                    (g)  Certain Accounting Changes
                    (h)  Amendments, Payments and Prepayments of Subordinated
                         Debt

Financial 
Covenants:          The Credit Agreement will contain the following financial
                    covenants:

                    (a) Total Funded Debt to EBITDA Ratio:  the ratio, measured
                        quarterly, of (i) the consolidated funded debt of the
                        Company and its subsidiaries (indebtedness for borrowed
                        money, capital lease obligations, obligations under
                        synthetic leases and other funded debt), to (ii) the
                        Consolidated EBITDA (as defined below) of the Company
                        and its subsidiaries for the four quarter period ending
                        on the date of measurement, must not exceed (i) 4.25 to
                        1 at any time through and including May 1, 1999, (ii)
                        3.5 to 1 at any time thereafter through and including
                        October 16, 1999, or (iii) 3.0 to 1 at any time
                        thereafter.

                    (b) Fixed Charge Coverage Ratio:  the ratio, measured
                        quarterly, of (a) the Consolidated EBITDAR (as defined
                        below) of the Company and its subsidiaries for the four
                        fiscal quarter period ending on the date of measurement,
                        to (b) the consolidated fixed charges of the Company and
                        its subsidiaries (interest, current maturities of long-
                        term debt, net rent, current obligations under synthetic
                        leases and other fixed charges) for such four quarter
                        period, must not be less than 1.5 to 1.

                    For purposes hereof, (1) "Consolidated EBITDA" means,
                    without duplication, the consolidated net income of the
                    Company and its subsidiaries for the applicable period plus
                    the aggregate amount deducted in determining such
                    consolidated net income for such period with respect to
                    interest, taxes, depreciation and amortization, plus the
                    proforma EBITDA for any entity acquired 


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First Union Capital Markets Group
<PAGE>
 
Richfood Holdings, Inc.-Summary of Terms and Conditions                       7
--------------------------------------------------------------------------------

                    during the applicable four quarter period, but excluding any
                    non-cash gains or losses resulting from the sale, conversion
                    or other disposition of assets, any gains or losses
                    resulting from the write-up or write-down of assets, any
                    equity in the unremitted earnings of any company which is
                    not a wholly-owned subsidiary and any other non-cash
                    extraordinary items; and (2) "Consolidated EBITDAR" means,
                    without duplication, the consolidated net income of the
                    Company and its subsidiaries for the applicable period plus
                    the aggregate amount deducted in determining such
                    consolidated net income for such period with respect to
                    interest, taxes, depreciation, amortization and net rent,
                    plus the proforma EBITDAR for any entity acquired during the
                    applicable four quarter period, but excluding any non-cash
                    gains or losses resulting from the sale, conversion or other
                    disposition of assets, any gains or losses resulting from
                    the write-up or write-down of assets, any equity in the
                    unremitted earnings of any company which is not a wholly-
                    owned subsidiary and any other non-cash extraordinary items.


Events of Default:  The Credit Agreement will contain the same events of
                    default as are contained in the Existing Credit Agreements,
                    and such other events of default as First Union determines
                    to be necessary or advisable to accommodate and reflect the
                    Dart Acquisition.  The Existing Credit Agreements contain
                    events of default relating to the following:

                    (a)  Default in Payment of Principal of Loans and
                         Reimbursement Obligations
                    (b)  Other Payment Defaults
                    (c)  Misrepresentation
                    (d)  Default in Performance of Certain Covenants
                    (e)  Default in Performance of Other Covenants and 
                         Conditions
                    (f)  Hedging Agreements
                    (g)  Debt Cross-Default
                    (h)  Change in Control
                    (i)  Voluntary Bankruptcy Proceeding
                    (j)  Involuntary Bankruptcy Proceeding
                    (k)  Failure of Agreements
                    (l)  Termination Events
                    (m)  Judgments

Conditions 
Precedent:          The Credit Agreement will contain conditions precedent
                    usual and customary for borrowers of this size and type or
                    usual and customary for credit facilities of this size, type
                    and purpose, including but not limited to, the following:

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First Union Capital Markets Group
<PAGE>
 
Richfood Holdings, Inc.-Summary of Terms and Conditions                       8
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                    (a)  Consummation of the Dart Acquisition on terms
                         consistent with the draft acquisition documents dated
                         as of April 8, 1998, provided by the Company to First
                         Union
                    (b)  Repayment and cancellation of existing Bank lines of
                         credit
                    (c)  Corporate certificates and  resolutions and legal
                         opinions reasonably satisfactory to the Agent and its
                         counsel
                    (d)  Required approvals and consents
                    (e)  Representations and warranties are true and correct as
                         of closing in all material respects
                    (f)  Payment of fees due at closing
                    (g)  No event or condition in the financial or capital
                         markets that could reasonably be expected to have a
                         material adverse effect on the primary syndication

Expenses:           The Company will pay all reasonable out-of-pocket costs and
                    expenses (including, but not limited to, syndication
                    expenses and the reasonable fees and disbursements of
                    counsel) incurred by the Agent in connection with the
                    Revolving Credit Facility and the Term Loan Facility and the
                    enforcement and maintenance of the respective rights of the
                    Agent and the Lenders under the Credit Agreement and related
                    documents.

Majority Lenders:   51% 

Participations and
Assignments:        Lenders will be permitted to assign their commitments in
                    minimum amounts of $5,000,000 subject to the Agent's and (as
                    long as no default or event of default has occurred) the
                    Company's consent, which consent will not be unreasonably
                    withheld. An assignment fee of $3,500 will be paid to the
                    Agent by the assigning Lender with respect to each such
                    assignment. Participations will also be permitted upon the
                    terms and subject to the conditions to be contained in the
                    Credit Agreement; provided that no participant may be
                    granted voting rights except with respect to matters that
                    require the consent of all Lenders.

Governing Law:      Commonwealth of Virginia

Agent's Counsel:    Mays & Valentine, L.L.P., Richmond, Virginia

Miscellaneous:      This summary of terms and conditions is intended as a
                    summary only and does not purport to set forth all of the
                    conditions, covenants, representations, warranties and other
                    provisions which will be contained in the Credit Agreement
                    and the other related

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First Union Capital Markets Group
<PAGE>
 
Richfood Holdings, Inc.-Summary of Terms and Conditions                       9
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                    documentation for the Revolving Credit Facility and the Term
                    Loan Facility described herein.






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First Union Capital Markets Group
<PAGE>
 
Richfood Holdings, Inc.-Summary of Terms and Conditions                      10
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                                                                      APPENDIX A
                                                                      ----------

                                                                                

<TABLE>
<CAPTION>
                                      Revolving Credit        Term Loan             Facility Fee for
Total Funded Debt       Applicable    Facility LIBOR          Facility LIBOR        Revolving 
to EBITDA Ratio         Category      Applicable Margin*      Applicable Margin*    Credit Facility*
---------------         --------      ------------------      ------------------    ----------------
<S>                     <C>           <C>                     <C>                   <C>
Less than or equal to   Category 1          .25%                     .75%                 .15%
 2.0 to 1
 
Greater than 2.0 to 1   Category 2          .35%                     .75%                 .15%
 but less than or
 equal to 2.5 to 1
 
Greater than 2.5 to 1   Category 3         .425%                     .75%                 .20%
 but less than or
 equal to 3.0 to 1
 
Greater than 3.0 to 1   Category 4         .525%                     .75%                .225%
 but less than or
 equal to 3.5 to 1
 
Greater than 3.5 to 1   Category 5          .75%                    1.0%                  .25%
</TABLE>

*  The Revolving Credit Facility LIBOR Applicable Margin, the Term Loan Facility
LIBOR Applicable Margin and the Facility Fee will be fixed at Category 5 levels
until the Agent has received the compliance certificate as outlined more fully
in the definitive Credit Agreement covering the first full quarter ending after
the closing date, and thereafter will be based on the table above.


#511739v6

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First Union Capital Markets Group
