May 4, 2012

Exhibit 10.1

May 4, 2012

Xxxxxx Logistics

Attn: Xxxxxx X. Xxxxxx

000 X.X. 0^xx Xxxxxx

Xxxxxxx, XX 00000

Tel: (000) 000-0000

Re: Supply and Service Agreement dated January 26, 2007, as further amended and subsequently renewed pursuant to a Renewal Agreement dated October 28, 2011, (“Agreement”) between The Fresh Market, Inc. (“TFM”) and Xxxxxx Logistics (“Xxxxxx”)

Dear Xxxxxx:

With respect to the second Xxxxxx facility (the “Northeast Facility”), the parties agree as follows:

· The Northeast Facility referenced in Section 2 of the Agreement shall be located at [***].

· Exhibit B-1 to the Agreement shall be deleted in its entirety and replaced with the Exhibit B-1 attached hereto.

Except as otherwise provided in this letter, the terms, conditions and agreements contained in the Agreement shall continue in full force and effect and shall be binding upon and inure to the benefit of the parties hereto, their heirs, successors and assigns and the Agreement is hereby ratified, reaffirmed and confirmed by the parties as herein stated.

Sincerely,

THE FRESH MARKET, INC.

Signature:	/s/ Xxxxx Xxxxxxx
Name:	Xxxxx Xxxxxxx
Title:	President & CEO

Consented and Agreed to:

XxxXxx Logistics

Signature:	/s/ Xxxxxx X. Xxxxxx
Name:	Xxxxxx X. Xxxxxx
Title:	CEO

Portions marked [***] have been omitted pursuant to a Confidential Treatment Request by The Fresh Market, Inc. This information has been filed separately with the Securities and Exchange Commission.

Exhibit B-1

Product Case Upcharge Table

For purposes of this Agreement, the following volume/case upcharge amounts shall be used in calculating TFM’s Case Upcharge.

Net Cost Per Case to TFM – GA Facility Only

Volume (Measured in Semi-Annual [26 Week] Periods)		Cost per Case
[***]		[***]
[***]		[***]
[***]		[***]
[***]		[***]
[***]		[***]

Net Cost Per Case to TFM – Once the GA Facility and Northeast Facility are Both Fully Operational (after the Transition Period)

Total Volume Shipped From Both Facilities (Measured in Semi-Annual [26 Week] Periods)		Cost per Case from GA Facility		Cost per Case from Northeast Facility
[***]		[***]		[***]
[***]		[***]		[***]
[***]		[***]		[***]
[***]		[***]		[***]
[***]		[***]		[***]
[***]		[***]		[***]
[***]		[***]		[***]
[***]		[***]		[***]
[***]		[***]		[***]
[***]		[***]		[***]
[***]		[***]		[***]
[***]		[***]		[***]
[***]		[***]		[***]

Portions marked [***] have been omitted pursuant to a Confidential Treatment Request by The Fresh Market, Inc. This information has been filed separately with the Securities and Exchange Commission.