AMENDMENT NO. 1 TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT

Exhibit 4.10

EXECUTION COPY

AMENDMENT NO. 1 TO

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

AMENDMENT dated as of March 11, 2010 to the Second Amended and Restated Credit Agreement dated as of December 1, 2009 (the “Credit Agreement”) among DELHAIZE AMERICA, LLC, as Borrower, DELHAIZE GROUP S.A. and DELHAIZE US HOLDING, INC., as Parents and Guarantors (the “Parents”), the SUBSIDIARY GUARANTORS party thereto, the LENDERS party hereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent (in such capacity, the “Agent”), Issuing Bank and Swingline Lender, and BANK OF AMERICA, N.A. and FORTIS CAPITAL CORP., as Syndication Agents, Issuing Banks and Swingline Lenders and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ MUFG LOAN PARTNERS, LLC, as Documentation Agent.

W I T N E S S E T H :

WHEREAS, the Borrower has requested the Lenders to amend the Credit Agreement as set forth herein, and the Majority Lenders have consented to such amendment;

NOW, THEREFORE, the parties hereto agree as follows:

SECTION 1. Defined Terms; References. Unless otherwise specifically defined herein, each term used herein that is defined in the Credit Agreement has the meaning assigned to such term in the Credit Agreement. Each reference to “hereof”, “hereunder”, “herein” and “hereby” and each other similar reference and each reference to “this Agreement” and each other similar reference contained in the Credit Agreement shall, after this Amendment becomes effective, refer to the Credit Agreement as amended hereby. Except as modified and expressly amended by this Amendment, all terms, conditions and covenants contained in the Credit Agreement are hereby ratified and confirmed and shall remain in full force and effect in all respects.

SECTION 2. Amendment. Section 6.06 of the Credit Agreement is hereby amended to restate clause (iv) thereof in its entirety as follows:

“(iv) the Parent may declare or make Restricted Equity Payments not permitted by the foregoing clauses so long as, after giving effect to any Restricted Equity Payment made in reliance on this clause (iv), the aggregate amount of all Restricted Equity Payments made by the Parent does not exceed (x) in the Fiscal

 

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Year ending December 31, 2010, €160,000,000 plus 50% of the Consolidated Net Income for the Fiscal Quarter ending March 31, 2010 and (y) in each Fiscal Year thereafter, €100,000,000 plus the CNI Growth Amount (with the calculation of Cumulative Consolidated Net Income included therein beginning with Consolidated Net Income for the Fiscal Quarter ending June 30, 2010).”

SECTION 3. Representations of Borrower. The Borrower represents and warrants that (i) the representations and warranties of the Borrower set forth in Article 3 of the Credit Agreement will be true and correct in all material respects on and as of the Amendment Effective Date (as defined below) and (ii) no Default will have occurred and be continuing on such date.

SECTION 4. Governing Law. This Amendment shall be governed by and construed in accordance with the laws of the State of New York.

SECTION 5. Counterparts. This Amendment may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.

SECTION 6. Effectiveness. This Amendment shall become effective as of the date hereof on the date (the “Amendment Effective Date”) when the Agent shall have received from each of the Borrower, the Parents and the Majority Lenders, or by the Borrower, the Parents and the Administrative Agent with the consent of the Majority Lenders, a counterpart hereof signed by such party or facsimile or other written confirmation (in form satisfactory to the Agent) that such party has signed a counterpart hereof.

 

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date first above written.

 

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