Common use of Amendments to Article VII Clause in Contracts

Amendments to Article VII. The provisions of Article VII of the Credit Agreement are hereby amended as follows: i. Section 7.02 of the Credit Agreement is hereby amended by adding the 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 purchases of Stores not to exceed $10,000,000 in any Fiscal Year so long as (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 or greater than 1.00:1.00; provided that after the Determination Date, the foregoing in this sentence shall be of no further force and effect.” ii. Section 7.06 of the Credit Agreement is hereby amended by adding the 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 Equity Interests in a like amount) in an amount not to exceed $14,000,000 in the aggregate, so long as, with respect to clauses (i), (ii) and (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 or greater than 1.10:1.00; provided that after the Determination Date, the foregoing in this sentence shall be of no further force and effect.” iii. Section 7.11 of the Credit Agreement is hereby deleted in its entirety and the following substituted in its stead:

Amendments to Article VII. The provisions of Article VII of the Existing Credit Agreement are is hereby amended as follows:in accordance with Subparts 2.2.1 through 2.2.10. i. SUBPART 2.2.1. Section 7.02 7.1.4 of the Existing Credit Agreement is hereby amended by adding inserting the following sentence to the end thereof: parenthetical “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 purchases of Stores not those with respect to exceed $10,000,000 in any Fiscal Year XX.xxx and its Subsidiaries so long as (x) the Availability Condition has been satisfied XX.xxx and (y) the Consolidated Fixed Charge Coverage Ratio, calculated based upon the most recent Measurement Period, was equal its Subsidiaries are not required to or greater than 1.00:1.00; provided that be Guarantors hereunder)” after the Determination Date, word “Section” in the foregoing in this last sentence shall be of no further force and effectsuch Section.” iiSUBPART 2.2.2. Section 7.06 7.1.8 of the Existing Credit Agreement is hereby amended by adding inserting the parenthetical “(other than XX.xxx and its Subsidiaries so long as XX.xxx 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 sentence proviso immediately after the phrase “as the case may be” but prior to the “; and” at the end thereofof such clause: “Notwithstanding the foregoingprovided, until the Determination Datehowever, the Borrowers that XX.xxx and its U.S. Subsidiaries shall not make any Restricted Payments under Sections 7.06(e) or (f) above other than (i) payment of fees and expenses related only be required to execute a supplement to the Tops Holding AcquisitionSubsidiary Guaranty, (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 a supplement to the Parent (WWI Security Agreement and the Parent may make Restricted Payments to the holders of its Equity Interests in a like amount) in an amount not to exceed $14,000,000 in the aggregateMortgage, so long as, with respect to clauses (i), (ii) and (iii) above, if either: (x) the Availability Condition Target Date has been satisfied and occurred but the Redemption has not occurred or (y) the Consolidated Fixed Charge Coverage Ratio, calculated based upon Redemption has occurred and the most recent Measurement Period, was equal to or greater than 1.10:1.00; provided that after the Determination Date, the foregoing in this sentence shall be Redemption Debt is no longer outstanding SUBPART 2.2.4. Clause (b) of no further force and effect.” iii. Section 7.11 7.1.7 of the Existing Credit Agreement is hereby deleted in 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 XX.xxx and its entirety U.S. Subsidiaries shall only be required to pledge the Capital Securities of XX.xxx 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 following substituted in its stead:Redemption Debt is no longer outstanding

Amendments to Article VII. The provisions of Article VII Section 7.2.6 of the Credit Agreement are hereby amended as follows: i. Section 7.02 of the Existing Credit Agreement is hereby amended by adding by: (a) amending and restating clause (a) in its entirety to read as follows: “each of the following sentence Borrower and each Designated Guarantor will not, and will not permit any of their respective Subsidiaries to, (i) declare, pay or make any dividend, distribution or exchange (in cash, property or obligations) on or in respect of any of its Equity Interests (now or hereafter outstanding) other than (x) dividends or distributions payable in Equity Interests (other than Disqualified Stock) and (y) splits or reclassifications of its Equity Interests into additional or other Equity Interests or (ii) apply, or permit any of its Subsidiaries to apply, any of its funds, property or assets to the end thereof: “Notwithstanding the foregoingpurchase, until the Determination Dateredemption, the Borrowers shall not make exchange, sinking fund or other retirement of, or agree or permit any Permitted Investments under clause of its Subsidiaries to purchase, redeem or exchange, any shares of any class of Equity Interests (jnow or hereafter outstanding) of the definition thereof constituting Permitted Acquisitions other than purchases of Stores not Borrower or any Designated Guarantor;” (b) amending and restating clause (h) in its entirety to exceed $10,000,000 in any Fiscal Year read as follows: “ (h) so long as (xi) no Default or Event of Default shall have occurred and be continuing on the Availability Condition date of such Restricted Payment or would result from the making of such Restricted Payment, giving pro forma effect thereto as if such Restricted Payment occurred at the beginning of most recently fully ended Fiscal Quarter preceding the date of such Restricted Payment for which the relevant financial information has been satisfied and delivered pursuant to clause (y) the Consolidated Fixed Charge Coverage Ratio, calculated based upon the most recent Measurement Period, was equal to or greater than 1.00:1.00; provided that after the Determination Date, the foregoing in this sentence shall be of no further force and effect.” ii. Section 7.06 of the Credit Agreement is hereby amended by adding the 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(eb) or (fc) above other than of Section 7.1.1 and (ii) an Authorized Officer of Holdings shall have delivered a certificate to the Administrative Agent in form and substance satisfactory to the Administrative Agent certifying as to the accuracy of subclause (i) payment of fees above, the Borrower and expenses related each Affiliate Guarantor shall be permitted 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 Holdings and to DRI I (which shall in turn use all of any such Restricted Payment to make Restricted Payments to Holdings), in each case to the holders extent necessary to enable Holdings to repurchase, redeem or otherwise acquire or retire for value any Capital Stock of its Equity Interests in a like amountHoldings or any Senior Convertible Notes then held by any Person; provided, however, that the aggregate price paid pursuant to this clause (h) in for all such repurchased, redeemed, acquired or retired Capital Stock and/or Senior Convertible Notes shall not exceed an amount not to exceed $14,000,000 in the aggregate, so long as, with respect to clauses (i), (ii) and (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 or greater than 1.10:1.00; provided that after $20,000,000, in each case from the Determination Date, Amendment Effective Date until the foregoing in this sentence shall be of no further force and effectStated Maturity Date for the New Term B Loans.” iii. Section 7.11 of the Credit Agreement is hereby deleted in its entirety and the following substituted in its stead:

Amendments to Article VII. The provisions of Article VII of the Credit Agreement are hereby amended as follows: i. Section 7.02 of the Credit Agreement is hereby amended by adding the following sentence to the end thereof: “Notwithstanding the foregoing, until the Determination Date, the Borrowers shall not make any Permitted Investments under clause (ja) of the definition thereof constituting Permitted Acquisitions other than purchases of Stores not to exceed $10,000,000 in any Fiscal Year so long as (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 or greater than 1.00:1.00; provided that after the Determination Date, the foregoing in this sentence shall be of no further force and effect.” ii. Section 7.06 of the Credit Agreement is hereby amended by deleting “and” at the end of clause (c) thereof, by relettering clause (d) as clause (e), and by adding the following sentence to new clause (d) thereto: (d) the end thereof: “Notwithstanding Lead Borrower may make the foregoing0000 Xxxxxxx Xxxxx Xxxxxxxxxx consummated in accordance with the terms and conditions of the 0000 Xxxxxxx Xxxxx Xxxxxxxxxx Agreement; provided that, until the Determination Date, the Borrowers no proceeds received from any Credit Extensions 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 be used to make payments the 0000 Xxxxxxx Xxxxx Xxxxxxxxxx; and provided further that all shares of interest on the 8.750%/9.500% Senior Notes of Tops Holding II Corporation and (iii) other Restricted Payments stock repurchased by the Lead Borrower pursuant to the Parent (0000 Xxxxxxx Xxxxx Xxxxxxxxxx Agreement shall be permanently retired by the Lead Borrower. As a result of the foregoing consent, the Agents and the Parent may make Restricted Payments 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 holders Lead Borrower’s entering into the 0000 Xxxxxxx Xxxxx Xxxxxxxxxx Agreement and performing its obligations thereunder, so long as the 0000 Xxxxxxx Xxxxx Xxxxxxxxxx is consummated and the Note Obligations are prepaid in full on or before August 3, 2009.” (b) Section 7.18 of the Credit Agreement is hereby amended by deleting “and” at the end of clause (a) thereof, by deleting the period at the end of clause (b) thereof and by substituting “; and” in its Equity Interests 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 a like amount) Canada, Asia and/or Puerto Rico in an amount not to exceed $14,000,000 80,000,000 and may apply the proceeds of such transfers to make the 0000 Xxxxxxx Xxxxx Xxxxxxxxxx in the aggregate, so long as, accordance with respect to clauses (i), (iiSection 7.06(d) and (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 or greater than 1.10:1.00; provided that after the Determination Date, the foregoing in this sentence shall be of no further force and effecthereof.” iii. Section 7.11 of the Credit Agreement is hereby deleted in its entirety and the following substituted in its stead: