Common use of Amendments to Article VII Clause in Contracts

Amendments to Article VII. Article VII of the Existing Credit Agreement is hereby amended in accordance with Subparts 2.2.1 through 2.2.10. SUBPART 2.2.1. Section 7.1.4 of the Existing Credit Agreement is hereby amended by inserting the parenthetical “(other than those with respect to ▇▇.▇▇▇ and its Subsidiaries so long as ▇▇.▇▇▇ and its Subsidiaries are not required to be Guarantors hereunder)” after the word “Section” in the last sentence of such Section. SUBPART 2.2.2. Section 7.1.8 of the Existing Credit Agreement is hereby amended by inserting the parenthetical “(other than ▇▇.▇▇▇ and its Subsidiaries so long as ▇▇.▇▇▇ and its Subsidiaries are not required to be Guarantors hereunder)” after the words “U.S. Subsidiary” each time they appear in such Section. SUBPART 2.2.3.Clause (a) of Section 7.1.7 of the Existing Credit Agreement is hereby amended by inserting the following proviso immediately after the phrase “as the case may be” but prior to the “; and” at the end of such clause: provided, however, that ▇▇.▇▇▇ and its U.S. Subsidiaries shall only be required to execute a supplement to the Subsidiary Guaranty, a supplement to the WWI Security Agreement and a Mortgage, if either: (x) the Target Date has occurred but the Redemption has not occurred or (y) the Redemption has occurred and the Redemption Debt is no longer outstanding SUBPART 2.2.4. Clause (b) of Section 7.1.7 of the Existing Credit Agreement is hereby amended by inserting the following proviso immediately after the phrase “as the Administrative Agent may reasonably require” but prior to the “.” at the end of such clause: and provided, further, that the Borrower and ▇▇.▇▇▇ and its U.S. Subsidiaries shall only be required to pledge the Capital Securities of ▇▇.▇▇▇ and its Subsidiaries, as applicable, if either: (x) the Target Date has occurred but the Redemption has not occurred or (y) the Redemption has occurred and the Redemption Debt is no longer outstanding

Amendments to Article VII. The provisions of Article VII of the Existing Credit Agreement is are hereby amended in accordance with Subparts 2.2.1 through 2.2.10.as follows: SUBPART 2.2.1. (a) Section 7.1.4 7.06 of the Existing Credit Agreement is hereby amended by inserting deleting “and” at the parenthetical “end of clause (other than those with respect to c) thereof, by relettering clause (d) as clause (e), and by adding the following new clause (d) thereto: (d) the Lead Borrower may make the ▇▇.▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ consummated in accordance with the terms and conditions of the ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Agreement; provided that, no proceeds received from any Credit Extensions shall be used to make the ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇; and provided further that all shares of stock repurchased by the Lead Borrower pursuant to the ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Agreement shall be permanently retired by the Lead Borrower. As a result of the foregoing consent, the Agents and the Lenders hereby confirm that no Event of Default shall have occurred under Section 8.01(s) of the Credit Agreement as a result of the occurrence of any “Event of Default” under the Note Documents due to the Lead Borrower’s entering into the ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Agreement and performing its Subsidiaries obligations thereunder, so long as the ▇▇.▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ is consummated and its Subsidiaries the Note Obligations are not required to be Guarantors hereunder)” after the word “Section” prepaid in the last sentence of such Sectionfull on or before August 3, 2009.” SUBPART 2.2.2. (b) Section 7.1.8 7.18 of the Existing Credit Agreement is hereby amended by inserting the parenthetical deleting “(other than ▇▇.▇▇▇ and its Subsidiaries so long as ▇▇.▇▇▇ and its Subsidiaries are not required to be Guarantors hereunder)” after the words “U.S. Subsidiary” each time they appear in such Section. SUBPART 2.2.3.Clause (a) of Section 7.1.7 of the Existing Credit Agreement is hereby amended by inserting the following proviso immediately after the phrase “as the case may be” but prior to the “; and” at the end of such clause: providedclause (a) thereof, however, that ▇▇.▇▇▇ and its U.S. Subsidiaries shall only be required to execute a supplement to by deleting the Subsidiary Guaranty, a supplement to the WWI Security Agreement and a Mortgage, if either: (x) the Target Date has occurred but the Redemption has not occurred or (y) the Redemption has occurred and the Redemption Debt is no longer outstanding SUBPART 2.2.4. Clause (b) of Section 7.1.7 of the Existing Credit Agreement is hereby amended by inserting the following proviso immediately after the phrase “as the Administrative Agent may reasonably require” but prior to the “.” period at the end of clause (b) thereof and by substituting “; and” in its stead, and by adding the following new clause (c) thereto: (c) the Lead Borrower may receive intercompany transfers outside the ordinary course of business from its Affiliates in Canada, Asia and/or Puerto Rico in an amount not to exceed $80,000,000 and may apply the proceeds of such clause: and provided, further, that transfers to make the Borrower and ▇▇.▇▇▇ and its U.S. Subsidiaries shall only be required to pledge the Capital Securities of ▇▇.▇▇▇▇▇ and its Subsidiaries, as applicable, if either: (x▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ in accordance with Section 7.06(d) the Target Date has occurred but the Redemption has not occurred or (y) the Redemption has occurred and the Redemption Debt is no longer outstandinghereof.”

Amendments to Article VII. The provisions of Article VII of the Existing Credit Agreement is are hereby amended in accordance with Subparts 2.2.1 through 2.2.10.as follows: SUBPART 2.2.1. i. Section 7.1.4 7.02 of the Existing Credit Agreement is hereby amended by inserting adding the parenthetical following sentence to the end thereof: “Notwithstanding the foregoing, until the Determination Date, the Borrowers shall not make any Permitted Investments under clause (j) of the definition thereof constituting Permitted Acquisitions other than those with respect purchases of Stores not to ▇▇.▇▇▇ and its Subsidiaries exceed $10,000,000 in any Fiscal Year so long as ▇▇.▇▇▇ (x) the Availability Condition has been satisfied and its Subsidiaries are not required (y) the Consolidated Fixed Charge Coverage Ratio, calculated based upon the most recent Measurement Period, was equal to be Guarantors hereunder)” or greater than 1.00:1.00; provided that after the word “Section” Determination Date, the foregoing in the last this sentence shall be of such Sectionno further force and effect.” SUBPART 2.2.2ii. Section 7.1.8 7.06 of the Existing Credit Agreement is hereby amended by inserting adding the parenthetical following sentence to the end thereof: “Notwithstanding the foregoing, until the Determination Date, the Borrowers shall not make any Restricted Payments under Sections 7.06(e) or (f) above other than ▇▇.▇▇▇ (i) payment of fees and expenses related to the Tops Holding Acquisition, (ii) Restricted Payments to Tops Holding II Corporation to make payments of interest on the 8.750%/9.500% Senior Notes of Tops Holding II Corporation and (iii) other Restricted Payments by the Lead Borrower to the Parent (and the Parent may make Restricted Payments to the holders of its Subsidiaries Equity Interests in a like amount) in an amount not to exceed $14,000,000 in the aggregate, so long as ▇▇.▇▇▇ as, with respect to clauses (i), (ii) and its Subsidiaries are not required (iii) above, (x) the Availability Condition has been satisfied and (y) the Consolidated Fixed Charge Coverage Ratio, calculated based upon the most recent Measurement Period, was equal to be Guarantors hereunder)” or greater than 1.10:1.00; provided that after the words “U.S. Subsidiary” each time they appear Determination Date, the foregoing in such Sectionthis sentence shall be of no further force and effect.” iii. SUBPART 2.2.3.Clause (a) of Section 7.1.7 7.11 of the Existing Credit Agreement is hereby amended by inserting deleted in its entirety and the following proviso immediately after the phrase “as the case may be” but prior to the “; and” at the end of such clause: provided, however, that ▇▇.▇▇▇ and substituted in its U.S. Subsidiaries shall only be required to execute a supplement to the Subsidiary Guaranty, a supplement to the WWI Security Agreement and a Mortgage, if either: (x) the Target Date has occurred but the Redemption has not occurred or (y) the Redemption has occurred and the Redemption Debt is no longer outstanding SUBPART 2.2.4. Clause (b) of Section 7.1.7 of the Existing Credit Agreement is hereby amended by inserting the following proviso immediately after the phrase “as the Administrative Agent may reasonably require” but prior to the “.” at the end of such clause: and provided, further, that the Borrower and ▇▇.▇▇▇ and its U.S. Subsidiaries shall only be required to pledge the Capital Securities of ▇▇.▇▇▇ and its Subsidiaries, as applicable, if either: (x) the Target Date has occurred but the Redemption has not occurred or (y) the Redemption has occurred and the Redemption Debt is no longer outstandingstead: