FIRST AMENDMENT

Exhibit 10.2

FIRST AMENDMENT

FIRST AMENDMENT, dated as of June 7, 2006 (this “Amendment”), to the Amended and Restated Credit Agreement, dated as of November 3, 2005 (as the same may be amended (including pursuant to this Amendment), supplemented or otherwise modified from time to time, the “Credit Agreement”), among Xxxxxx’x Supermarkets, Inc., a Wisconsin corporation (the “Borrower”), the several banks and other financial institutions or entities from time to time parties thereto (the “Lenders”), Bear, Xxxxxxx & Co. Inc. and Xxxxxxx Xxxxx Credit Partners L.P., as joint lead arrangers and joint bookrunners (in such capacities, the “Lead Arrangers”), Bear Xxxxxxx Corporate Lending Inc., as administrative agent (in such capacity, the “Administrative Agent”), Xxxxxxx Xxxxx Credit Partners L.P., as syndication agent (in such capacity, the “Syndication Agent”), and the institutions listed in the Credit Agreement as documentation agents (collectively, in such capacity, the “Documentation Agents”).

W I T N E S S E T H :

WHEREAS, pursuant to the Credit Agreement, the Lenders have agreed to make, and have made, certain loans and other extensions of credit to the Borrower;

WHEREAS, the Borrower has requested certain amendments to the Credit Agreement as more fully set forth herein; and

WHEREAS, the Lenders have agreed to such amendments but only on the terms and conditions contained in this Amendment.

NOW, THEREFORE, the parties hereto hereby agree as follows:

SECTION 1. Defined Terms. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.

SECTION 2. Amendments to Section 1.1. Section 1.1 of the Credit Agreement is hereby amended by:

(a)           inserting the following new definition in the appropriate alphabetical order:

“Shutdown”: the shut-down of operations and closing of three retail grocery stores.

(b)           amending the definition of “Consolidated EBITDA” to read in its entirety as follows:

“Consolidated EBITDA”: for any period, Consolidated Net Income for such period plus, without duplication and to the extent reflected as a charge in the statement of such Consolidated Net Income for such period (except in the case of

clause (j) below), the sum of (a) income tax expense (including, without duplication, franchise and foreign withholding taxes and any state single business unitary or similar tax), (b) interest expense, amortization or write-off of debt discount and debt issuance costs and commissions, discounts and other fees and charges associated with Indebtedness (including the Existing Credit Facility and the Loans), (c) depreciation and amortization expense, (d) amortization of intangibles (including, but not limited to, goodwill impairment) and organization costs and any goodwill impairment loss recognized by FAS No. 142, (e) any extraordinary charges, expenses or losses determined in accordance with GAAP, (f) non-cash compensation expenses arising from the issuance of stock, options to purchase stock and stock appreciation rights to the management of Holdings (to the extent attributable to work performed on behalf of the Borrower), the Borrower or any of its Subsidiaries, (g) any other non-cash charges, non-cash expenses or non-cash losses of Holdings (to the extent attributable to work performed on behalf of the Borrower), the Borrower or any of its Subsidiaries (excluding any such charge, expense or loss incurred in the ordinary course of business that constitutes an accrual of or a reserve for cash charges for any future period, but including non-cash charges arising out of the restructuring, consolidation, severance or discontinuance of any portion of the operations, employees and/or management of Holdings (to the extent attributable to work performed on behalf of the Borrower), the Borrower and its Subsidiaries); provided, however, that cash payments made in such period or in any future period in respect of such non-cash charges, expenses or losses (excluding any such charge, expense or loss incurred in the ordinary course of business that constitutes an accrual of or a reserve for cash charges for any future period) shall be subtracted from Consolidated Net Income in calculating Consolidated EBITDA in the period when such payments are made, (h) costs, fees and expenses incurred in connection with the Transactions or the issuance, payment or exchange of the Notes, (i) reasonable costs, fees and expenses incurred in connection with Dispositions made in reliance on Section 8.5(a) (but only to the extent it is a Disposition of “surplus” property) and Section 8.5(f), in each case, as permitted herein, (j) the cash proceeds of any business interruption insurance to the extent such proceeds are not included in determining Consolidated Net Income for such period and (k) one-time charges incurred in connection with the Shutdown not to exceed $28,000,000 in the aggregate, and minus, to the extent included in the statement of such Consolidated Net Income for such period, the sum of (a) interest income, (b) any extraordinary income or gains determined in accordance with GAAP and (c) any other non-cash income (excluding any items that represent the reversal of any accrual of, or cash reserve for, anticipated cash charges in any prior period that are described in the parenthetical to clause (g) above), all as determined on a consolidated basis. For the purposes of calculating Consolidated EBITDA for any period of four consecutive fiscal quarters (each, a “Reference Period”) pursuant to any determination of the Consolidated Leverage Ratio or the Consolidated Senior Secured Leverage Ratio, (i) if at any time during such Reference Period the Borrower or any Subsidiary shall have made any Material Disposition, the Consolidated EBITDA for such Reference Period shall

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be reduced by an amount equal to the Consolidated EBITDA (if positive) attributable to the property that is the subject of such Material Disposition for such Reference Period or increased by an amount equal to the Consolidated EBITDA (if negative) attributable thereto for such Reference Period, as determined in accordance with Regulation S-X (except as determined reasonably and in good faith by the chief financial officer of the Borrower and set forth in an officer’s certificate delivered to the Administrative Agent setting forth in reasonable detail the basis for any adjustments which are not in compliance with Regulation S-X, which adjustments are acceptable to the Administrative Agent in its reasonable judgment) and (ii) if during such Reference Period the Borrower or any Subsidiary shall have made a Material Acquisition, Consolidated EBITDA for such Reference Period shall be calculated after giving pro forma effect thereto as if such Material Acquisition occurred on the first day of such Reference Period, as determined in accordance with Regulation S-X (except as determined reasonably and in good faith by the chief financial officer of the Borrower and set forth in an officer’s certificate delivered to the Administrative Agent setting forth in reasonable detail the basis for any adjustments which are not in compliance with Regulation S-X, which adjustments are acceptable to the Administrative Agent in its reasonable judgment). As used in this definition, “Material Acquisition” means any acquisition of property or series of related acquisitions of property that (a) constitutes assets comprising all or substantially all of an operating unit of a business or constitutes all or substantially all of the common stock of a Person and (b) involves the payment of consideration by the Borrower and its Subsidiaries in excess of $2,000,000; and “Material Disposition” means any Disposition of property or series of related Dispositions of property that yields gross proceeds to the Borrower or any of its Subsidiaries in excess of $2,000,000.

SECTION 3.  Conditions to Effectiveness. This Amendment shall become effective upon the date (the “First Amendment Effective Date”) on which the Administrative Agent shall have received this Amendment, executed and delivered by a duly authorized officer of each of the Borrower and the Required Lenders.

SECTION 4.  Representations and Warranties. The Borrower represents and warrants to the Administrative Agent and the Lenders that as of the First Amendment Effective Date, after giving effect to this Amendment, no Default or Event of Default has occurred and is continuing and the representations and warranties made by the Borrower in or pursuant to the Credit Agreement or any other Loan Document are true and correct in all material respects on and as of the First Amendment Effective Date as if made on such date (except to the extent that any such representations and warranties expressly relate to an earlier date, in which case such representations and warranties were true and correct in all material respects on and as of such earlier date).

SECTION 5.  Effect of Amendment. (a) This Amendment shall not constitute an amendment or waiver of or consent to any provision of the Credit Agreement not expressly referred to herein and shall not be construed as an amendment, waiver or consent to any action on the part of the Borrower that would require an amendment, waiver or consent of the

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Administrative Agent or the Lenders except as expressly stated herein. Except as expressly amended hereby, the provisions of the Credit Agreement are and shall remain in full force and effect in accordance with its terms.

(b) On and after the First Amendment Effective Date, each reference in the Credit Agreement to “this Agreement”, “hereunder”, “hereof”, “herein”, or words of like import, and each reference to the Credit Agreement in any other Loan Document shall be deemed a reference to the Credit Agreement as amended hereby. This Amendment shall constitute a “Loan Document” for all purposes of the Credit Agreement and the other Loan Documents.

SECTION 6.  Costs and Expenses. The Borrower agrees to reimburse the Administrative Agent for its reasonable out-of-pocket expenses in connection with this Amendment, including the reasonable fees, charges and disbursements of counsel for the Administrative Agent.

SECTION 7.  Headings. The headings of this Amendment are for purposes of reference only and shall not limit or otherwise affect the meaning hereof.

SECTION 8.  Counterparts. This Amendment may be executed by one or more of the parties to this Amendment on any number of separate counterparts (including by facsimile), each of which when so executed and delivered shall be deemed an original and all of said counterparts taken together shall be deemed to constitute one and the same instrument.

SECTION 9.  GOVERNING LAW. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered by their respective proper and duly authorized officers as of the day and year first above wirtten.

	XXXXXX’X SUPERMARKETS, INC., as
	Borrower
	By:	/s/ Xxxxxx X. Xxxx
		Name: Xxxxxx X. Xxxx
		Title: Group V. P.-Legal Risk & Treasury

Signature Page to First Amendment to
Xxxxxx’x Supermarkets, Inc. A&R Credit Agreement

	BEAR XXXXXXX CORPORATE LENDING INC.,
	as Administrative Agent
	By:	/s/ Xxxxxx Xxxxxxxxxxxx
		Name: Xxxxxx Xxxxxxxxxxxx
		Title:   Vice President

Signature Page to First Amendment to
Xxxxxx’x Supermarkets, Inc. A&R Credit Agreement

	BEAR XXXXXXX CORPORATE LENDING INC.,
	By:	/s/ Xxxxxx Xxxxxxxxxxxx
		Name: Xxxxxx Xxxxxxxxxxxx
		Title:   Vice President

Signature Page to First Amendment to
Xxxxxx’x Supermarkets, Inc. A&R Credit Agreement

	ADAR INVESTMENT FUND LTD
	By: ADAR Investment Management LLC, its
	Investment Manager
	By:	/s/ Xxxxx Xxxxx
		Name: Xxxxx Xxxxx
		Title:  Chief Operating Officer

Signature Page to First Amendment to
Xxxxxx’x Supermarkets, Inc. A&R Credit Agreement

	ALCENTRA WAREHOUSE, LTD.
	By:	/s/ Xxx Xxxxx
		Name: Xxx Xxxxx
		Title: Associate

Signature Page to First Amendment to
Xxxxxx’x Supermarkets, Inc. A&R Credit Agreement

	American Skandia/PIMCO Ltd. Maturity Bond Portfolio
	By:	Pacific Investment Management Company LLC,
		at its Investment Advisor, acting through PNC Bank
		in the Nominee Name of Xxxxxxx & Co.
		By:	/s/ Xxxxx X. Xxxxxxxxxx
			Xxxxx X. Xxxxxxxxxx
			Managing Director

Signature Page to First Amendment to
Xxxxxx’x Supermarkets, Inc. A&R Credit Agreement

	ARCHIMEDES FUNDING III, LTD.
	BY:	West Gate Horizons Advisors LLC,
		as Collateral Manager
	BY:	/s/ Xxxxxx Xxxxxxxxxx
	Name	Xxxxxx Xxxxxxxxxx
	Title:	Senior Credit Analyst

Signature Page to First Amendment to
Round’s Supermarkets, Inc. A&R Credit Agreement

	ARCHIMEDES FUNDING IV (CAYMAN), LTD.
	BY:	West Gate Horizons Advisors LLC,
		as Collateral Manager
	BY:	/s/ Xxxxxx Xxxxxxxxxx
	Name	Xxxxxx Xxxxxxxxxx
	Title:	Senior Credit Analyst

Signature Page to First Amendment to
Xxxxxx’x Supermarkets, Inc. A&R Credit Agreement

	Atlas Loan Funding 3, LLC
	By: Atlas Capital Funding, Ltd.
	By: Structured Asset Investors, LLC
	Its Investment Manager
	By:	/s/ Xxxxx X. Xxxxx
		Name: Xxxxx X. Xxxxx
		Title: Associate

Signature Page to First Amendment to
Xxxxxx’x Supermarkets, Inc. A&R Credit Agreement

	Avenue CLO Fund Ltd.
	Avenue CLO II, Ltd
	Avenue CLO III, Ltd.
	By:	/s/ Xxxxxxx X’Xxxxxxx
		Name: Xxxxxxx X’Xxxxxxx
		Title:   Senior Portfolio Manager

Signature Page to First Amendment to
Xxxxxx’x Supermarkets, Inc. A&R Credit Agreement

	AXA Premier VIP High Yield Portfolio
	By:	Pacific Investment Management Company LLC,
		as its Investment Advisor
		By:	/s/ Xxxxx X. Xxxxxxxxxx
			Xxxxx X. Xxxxxxxxxx
			Managing Director

Signature Page to First Amendment to
Xxxxxx’x Supermarkets, Inc. A&R Credit Agreement

	BIG SKY III SENIOR LOAN TRUST
	BY:	XXXXX XXXXX MANAGEMENT
		AS INVESTMENT ADVISOR
	By:	/s/ Xxxxxxx X. Xxxxxxx
		Name: Xxxxxxx X. Xxxxxxx
		Title:   Vice President

Signature Page to First Amendment to
Xxxxxx’x Supermarkets, Inc. A&R Credit Agreement

	California Public Employees’ Retirement System
	By:	Pacific Investment Management Company LLC,
		as its Investment Advisor, acting through Investors
		Fiduciary Trust Company
		By:	/s/ Xxxxx X. Xxxxxxxxxx
			Xxxxx X. Xxxxxxxxxx
			Managing Director

Signature Page to First Amendment to
Xxxxxx’x Supermarkets, Inc. A&R Credit Agreement

	CAMBRIA INSTITUTIONAL LOAN FUND
	By:	/s/ Xxx Xxxxx
		Name: Xxx Xxxxx
		Title:   Associate

Signature Page to First Amendment to
Xxxxxx’x Supermarkets, Inc. A&R Credit Agreement

	CANADIAN IMPERIAL BANK OF COMMERCE
	By:	/s/ Xxxx X’Xxxx
		Name: Xxxx X’Xxxx
		Title: Authorized Signatory
		By:	/s/ Xxxxxx X. Xxxxxx
			Name:	Xxxxxx X. Xxxxxx
			Title:	Authorized Signatory

Signature Page to First Amendment to
Xxxxxx’x Supermarkets, Inc. A&R Credit Agreement

	Citibank, N.A.
	By:	/s/ Xxxxx X. Xxxxxx
		Name: XXXXX X. XXXXXX
		Title:   Attorney-in-Fact

Signature Page to First Amendment to
Xxxxxx’x Supermarkets, Inc. A&R Credit Agreement

	Clarenville CDO, SA
	By:	Pacific Investment Management Company LLC,
		as its Investment Advisor
		By:	/s/ Xxxxx X. Xxxxxxxxxx
			Xxxxx X. Xxxxxxxxxx
			Managing Director

Signature Page to First Amendment to
Xxxxxx’x Supermarkets, Inc. A&R Credit Agreement

	CLIFFSIDE HOLDINGS LIMITED
	BY:	XXXXXX, XXXXXX & CO., LP.
		AS COLLATERAL MANAGER
	By:	/s/ Xxxxx Xxxxxx
		Name: XXXXX XXXXXX
		Title: MANAGING DIRECTOR

Signature Page to First Amendment to
Xxxxxx’x Supermarkets, Inc. A&R Credit Agreement

	[NAME OF LENDER]
	By:	/s/ Xxxxx Xxxx
		Name: Xxxxx Xxxx
		Title:  Columbus Nova
		ColumbusNova CLO Ltd. 2006-1

Signature Page to First Amendment to
Xxxxxx’x Supermarkets, Inc. A&R Credit Agreement

	COOPERATIEVE CENTRALE RAIFFEISEN-
	BOERENLEENBANK B.A., “RABOBANK
	INTERNATIONAL” New York Branch
	By:	/s/ Xxxx Xxxxxxxxx
		Name:  Xxxx Xxxxxxxxx
		Title:    Vice President
	By:	/s/ Xxxxxxx Xxxxxx
		Name:  Xxxxxxx Xxxxxx
		Title:    Executive Director

Signature Page to First Amendment to
Xxxxxx’x Supermarkets, Inc. A&R Credit Agreement

	CYPRESSTREE CLAIF FUNDING LLC
	By:	/s/ Xxxxxx Xxxxxx
		Name: Xxxxxx Xxxxxx
		Title: Assistant Vice President

Signature Page to First Amendment to
Xxxxxx’x Supermarkets, Inc. A&R Credit Agreement

	Diamond Lake CLO, LTD
	By:	/s/ Xxxx Xxxxxx
		Name: Xxxx Xxxxxx
		Title: SVP

Signature Page to First Amendment to
Xxxxxx’x Supermarkets, Inc. A&R Credit Agreement

	Xxxxx Street CLO 1, Ltd.
	By: XxXxxx Xxxxx Capital LLC as Collateral
	Manager
	By:	/s/ Xxxx Xxxxxxx
		Name:  XXXX XXXXXXX
		Title:   MANAGING DIRECTOR

Signature Page to First Amendment to
Xxxxxx’x Supermarkets, Inc. A&R Credit Agreement

	Xxxxx Street CLO II, Ltd.
	By:  XxXxxx Xxxxx Capital LLC as Interim
	Collateral Manager
	By:	/s/ Xxxx Xxxxxxx
		Name: XXXX XXXXXXX
		Title: MANAGING DIRECTOR

Signature Page to First Amendment to
Xxxxxx’x Supermarkets, Inc. A&R Credit Agreement

	XXXXX XXXXX CDO III, LTD.
	BY: XXXXX XXXXX MANAGEMENT
	AS INVESTMENT ADVISOR
	By:	/s/ Xxxxxxx X. Xxxxxxx
		Name: Xxxxxxx X. Xxxxxxx
		Title: Vice President

Signature Page to First Amendment to
Xxxxxx’x Supermarkets, Inc. A&R Credit Agreement

	XXXXX XXXXX CDO VI LTD.
	BY: XXXXX XXXXX MANAGEMENT
	AS INVESTMENT ADVISOR
	By:	/s/ Xxxxxxx X. Xxxxxxx
		Name: Xxxxxxx X. Xxxxxxx
		Title: Vice President

Signature Page to First Amendment to
Xxxxxx’x Supermarkets, Inc. A&R Credit Agreement

	Xxxxx Xxxxx CDO VIII, Ltd.
	BY: Xxxxx Xxxxx Management
	As Investment Advisor
	By:	/s/ Xxxxxxx X. Xxxxxxx
		Name: Xxxxxxx X. Xxxxxxx
		Title: Vice President

Signature Page to First Amendment to
Xxxxxx’x Supermarkets, Inc. A&R Credit Agreement

	XXXXX XXXXX FLOATING-RATE
	INCOME TRUST
	BY:	XXXXX XXXXX MANAGEMENT
		AS INVESTMENT ADVISOR
	By:	/s/ Xxxxxxx X. Xxxxxxx
		Name: Xxxxxxx X. Xxxxxxx
		Title: Vice President

Signature Page to First Amendment to
Xxxxxx’x Supermarkets, Inc. A&R Credit Agreement

	XXXXX XXXXX INSTITUTIONAL SENIOR LOAN FUND
	BY:	XXXXX XXXXX MANAGEMENT
		AS INVESTMENT ADVISOR
	By:	/s/ Xxxxxxx X. Xxxxxxx
		Name: Xxxxxxx X. Xxxxxxx
		Title: Vice President

Signature Page to First Amendment to
Xxxxxx’x Supermarkets, Inc. A&R Credit Agreement

	XXXXX XXXXX
	LIMITED DURATION INCOME FUND
	BY:	XXXXX XXXXX MANAGEMENT
		AS INVESTMENT ADVISOR
	By:	/s/ Xxxxxxx X. Xxxxxxx
		Name: Xxxxxxx X. Xxxxxxx
		Title: Vice President

Signature Page to First Amendment to
Xxxxxx’x Supermarkets, Inc. A&R Credit Agreement

	XXXXX XXXXX SHORT DURATION
	DIVERSIFIED INCOME FUND
	BY:	XXXXX XXXXX MANAGEMENT
		AS INVESTMENT ADVISOR
	By:	/s/ Xxxxxxx X. Xxxxxxx
		Name: Xxxxxxx X. Xxxxxxx
		Title: Vice President

Signature Page to First Amendment to
Xxxxxx’x Supermarkets, Inc. A&R Credit Agreement

	XXXXX XXXXX SENIOR
	FLOATING-RATE TRUST
	BY:	XXXXX XXXXX MANAGEMENT
		AS INVESTMENT ADVISOR
	By:	/s/ Xxxxxxx X. Xxxxxxx
		Name: Xxxxxxx X. Xxxxxxx
		Title: Vice President

Signature Page to First Amendment to
Xxxxxx’x Supermarkets, Inc. A&R Credit Agreement

	XXXXX XXXXX SENIOR INCOME TRUST
	BY:	XXXXX XXXXX MANAGEMENT
		AS INVESTMENT ADVISOR
	By:	/s/ Xxxxxxx X. Xxxxxxx
		Name: Xxxxxxx X. Xxxxxxx
		Title: Vice President

Signature Page to First Amendment to
Xxxxxx’x Supermarkets, Inc. A&R Credit Agreement

	Xxxxx Xxxxx Variable
	Leverage Fund Ltd.
	By:	Xxxxx Xxxxx Management
		As Investment Advisor
	By:	/s/ Xxxxxxx X. Xxxxxxx
		Name: Xxxxxxx X. Xxxxxxx
		Title: Vice President

Signature Page to First Amendment to
Xxxxxx’x Supermarkets, Inc. A&R Credit Agreement

	XXXXX XXXXX
	VT FLOATING-RATE INCOME FUND
	BY:	XXXXX XXXXX MANAGEMENT
		AS INVESTMENT ADVISOR
	By:	/s/ Xxxxxxx X. Xxxxxxx
		Name: Xxxxxxx X. Xxxxxxx
		Title: Vice President

Signature Page to First Amendment to
Xxxxxx’x Supermarkets, Inc. A&R Credit Agreement

	Emporia Preferred Funding I, Ltd.
	Emporia Capital Management LLC
	By:	/s/ Xxxxxx Xxxxxxxxx
		Name: XXXXXX XXXXXXXXX
		Title: DIRECTOR

Signature Page to First Amendment to
Xxxxxx’x Supermarkets, Inc. A&R Credit Agreement

	Emporia Preferred Funding II, Ltd.
	Emporia Capital Management LLC
	By:	/s/ Xxxxxx Xxxxxxxxx
		Name: XXXXXX XXXXXXXXX
		Title: DIRECTOR

Signature Page to First Amendment to
Xxxxxx’x Supermarkets, Inc. A&R Credit Agreement

	ENDURANCE CLO I, LTD.
	c/o:	West Gate Horizons Advisors LLC,
		as Collateral Manager
	BY:	/s/ Xxxxxx Xxxxxxxxxx
	Name:	Xxxxxx Xxxxxxxxxx
	Title:	Senior Credit Analyst

Signature Page to First Amendment to
Xxxxxx’x Supermarkets, Inc. A&R Credit Agreement

	Evergreen CBNA Loan Funding LLC, for itself or as agent for
	Evergreen CFPI Loan Funding LLC
	By:	/s/ Xxx Xxxxx
		Name:	XXX XXXXX
		Title:	Attorney-in-fact

Signature Page to First Amendment to
Xxxxxx’x Supermarkets, Inc. A&R Credit Agreement

	Fairway Loan Funding Company
	By:	Pacific Investment Management Company LLC,
		as its Investment Advisor
		By:	/s/ Xxxxx X. Xxxxxxxxxx
			Xxxxx X. Xxxxxxxxxx
			Managing Director

Signature Page to First Amendment to
Xxxxxx’x Supermarkets, Inc. A&R Credit Agreement

	FARM CREDIT BANK OF TEXAS
	By:	/s/ Xxxx X. X. Xxxxxxx
		Name:	Xxxx X. X. Xxxxxxx
		Title:	Vice President

Signature Page to First Amendment to
Xxxxxx’x Supermarkets, Inc. A&R Credit Agreement

	Fraser xxxxxxxx CLO I, Ltd.
	By: Fraser Xxxxxxxx Investment Management, LLC,
	as Collateral Manager
	By:	/s/ Xxxx X. Xxxxxx
		Name: Xxxx X. Xxxxxx
		Title: Managing Partner

Signature Page to First Amendment to
Xxxxxx’x Supermarkets, Inc. A&R Credit Agreement

	Xxxx Force 1 CLO, Ltd.
	By: GSO Capital Partners LP as Collateral Manager
	By:	/s/ Xxxxxxx Xxxxxx
	Name:	Xxxxxxx Xxxxxx
	Title:	Authorized Signatory

Signature Page to First Amendment to
Xxxxxx’x Supermarkets, Inc. A&R Credit Agreement

	Xxxx Force 2 CLO, Ltd.
	By: GSO Capital Partners LP as Collateral Manager
	By:	/s/ Xxxxxxx Xxxxxx
	Name:	Xxxxxxx Xxxxxx
	Title:	Authorized Signatory

Signature Page to First Amendment to
Xxxxxx’x Supermarkets, Inc. A&R Credit Agreement

	Global Enhanced Loan Fund S.A.
	By:	Pacific Investment Management Company LLC,
		as its Investment Advisor
		By:	/s/ Xxxxx X. Xxxxxxxxxx
			Xxxxx X. Xxxxxxxxxx
			Managing Director

Signature Page to First Amendment to
Xxxxxx’x Supermarkets, Inc. A&R Credit Agreement

	XXXXXXX & CO
	BY: BOSTON MANAGEMENT AND RESEARCH
	AS INVESTMENT ADVISOR
	By:	/s/ Xxxxxxx X. Xxxxxxx
		Name:	Xxxxxxx X. Xxxxxxx
		Title:	Vice President

Signature Page to First Amendment to
Xxxxxx’x Supermarkets, Inc. A&R Credit Agreement

	Greyrock CDO Ltd
	Aladdin Capital Management LLC
	By:	/s/ [Illegible]
		Name:	[Illegible]
		Title:	Director

Signature Page to First Amendment to
Xxxxxx’x Supermarkets, Inc. A&R Credit Agreement

	Xxxxxx’x Island CDO, Ltd.
	By:	CypressTree Investment Management Company, Inc.,
		as Portfolio Manager.
	By:	/s/ Xxxxxxx X. Xxxxxx, Xx.
		Name: Xxxxxxx X. Xxxxxx, Xx.
		Title:   Managing Director

Signature Page to First Amendment to
Xxxxxx’x Supermarkets, Inc. A&R Credit Agreement

	Xxxxxx’x Island CLO II, Ltd.
	By:	CypressTree Investment Management Company, Inc.,
		as Portfolio Manager.
	By:	/s/ Xxxxxxx X. Xxxxxx, Xx.
		Name: Xxxxxxx X. Xxxxxx, Xx.
		Title:   Managing Director

Signature Page to First Amendment to
Xxxxxx’x Supermarkets, Inc. A&R Credit Agreement

	Xxxxxx’x Island CLO III, Ltd.
	By:	CypressTree Investment Management Company, Inc.,
		as Portfolio Manager.
	By:	/s/ Xxxxxx Xxxxxx
		Name: Xxxxxx Xxxxxx
		Title:   Managing Director

Signature Page to First Amendment to
Xxxxxx’x Supermarkets, Inc. A&R Credit Agreement

	Xxxxxx’x Island CLO IV, Ltd.
	By:	CypressTree Investment Management Company, Inc.,
		as Portfolio Manager.
	By:	/s/ Xxxxxx Xxxxxx
		Name: Xxxxxx Xxxxxx
		Title:   Managing Director

Signature Page to First Amendment to
Xxxxxx’x Supermarkets, Inc. A&R Credit Agreement

	IBM Personal Pension Plan Trust
	By:	Pacific Investment Management Company LLC,
		as its Investment Advisor
		By:	/s/ Xxxxx X. Xxxxxxxxxx
			Xxxxx X. Xxxxxxxxxx
			Managing Director

Signature Page to First Amendment to
Xxxxxx’x Supermarkets, Inc. A&R Credit Agreement

	IBM Savings Plan Trust
	By:	Pacific Investment Management Company LLC,
		as its Investment Advisor
		By:	/s/ Xxxxx X. Xxxxxxxxxx
			Xxxxx X. Xxxxxxxxxx
			Managing Director

Signature Page to First Amendment to
Xxxxxx’x Supermarkets, Inc. A&R Credit Agreement

	ING PIMCO Core Bond Portfolio
	By:	Pacific Investment Management Company LLC,
		as its Investment Advisor
		By:	/s/ Xxxxx X. Xxxxxxxxxx
			Xxxxx X. Xxxxxxxxxx
			Managing Director

Signature Page to First Amendment to
Xxxxxx’x Supermarkets, Inc. A&R Credit Agreement

	INVESTORS BANK & TRUST COMPANY AS SUB-CUSTODIAN AGENT OF CYPRESSTREE INTERNATIONAL LOAN HOLDING COMPANY LIMITED
	By:	/s/ Xxxxxx Xxxxxx
		Name: Xxxxxx Xxxxxx
		Title:   Managing Director
	By:	/s/ Xxxxxxx X. Xxxxxx, Xx.
		Name: Xxxxxxx X. Xxxxxx, Xx.
		Title:   Managing Director

Signature Page to First Amendment to
Xxxxxx’x Supermarkets, Inc. A&R Credit Agreement

	JPMORGAN CHASE BANK, N. A.
	By:	/s/ Xxxxxxxxx X. Xxxxxxx
		Name: Xxxxxxxxx X. Xxxxxxx
		Title: Vice President

Signature Page to First Amendment to
Xxxxxx’x Supermarkets, Inc. A&R Credit Agreement

	Landmark V CDO Ltd
	Aladdin Capital Management LLC
	By:	/s/ Xxxxxxx X. [ILLEGIBLE]
		Name: Xxxxxxx X. [ILLEGIBLE]
		Title: Director

Signature Page to First Amendment to
Xxxxxx’x Supermarkets, Inc. A&R Credit Agreement

	LaSalle Bank National Association
	By:	/s/ Xxxx Xxxxxxxx
		Name: Xxxx Xxxxxxxx
		Title: Officer
	LaSalle Bank National Association
	By:	/s/ Xxxxxxx Xxxxxxxxxx
		Name: Xxxxxxx Xxxxxxxxxx
		Title: First Vice President

Signature Page to First Amendment to
Xxxxxx’x Supermarkets, Inc. A&R Credit Agreement

	LCM I LIMITED PARTNERSHIP
	By:	Lyon Capital Management LLC,
		As Collateral Manager
	LYON CAPITAL MANAGEMENT LLC
	By:	/s/ Xxxxxxxxx X. Xxxxx
		Name: Xxxxxxxxx X. Xxxxx
		Title: Portfolio Manager

Signature Page to First Amendment to
Xxxxxx’x Supermarkets, Inc. A&R Credit Agreement

	LCM II LIMITED PARTNERSHIP
	By:	Lyon Capital Management LLC,
		As Collateral Manager
	LYON CAPITAL MANAGEMENT LLC
	By:	/s/ Xxxxxxxxx X. Xxxxx
		Name: Xxxxxxxxx X. Xxxxx
		Title: Portfolio Manager

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Xxxxxx’x Supermarkets, Inc. A&R Credit Agreement

	LCM III, Ltd.
	By:	Lyon Capital Management LLC,
		As Collateral Manager
	LYON CAPITAL MANAGEMENT LLC
	By:	/s/ Xxxxxxxxx X. Xxxxx
		Name: Xxxxxxxxx X. Xxxxx
		Title: Portfolio Manager

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Xxxxxx’x Supermarkets, Inc. A&R Credit Agreement

	LCM IV Ltd.
	By:	Lyon Capital Management LLC,
		As Collateral Manager
	LYON CAPITAL MANAGEMENT LLC
	By:	/s/ Xxxxxxxxx X. Xxxxx
		Name: Xxxxxxxxx X. Xxxxx
		Title: Portfolio Manager

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Xxxxxx’x Supermarkets, Inc. A&R Credit Agreement

	LightPoint CLO 2004-1, Ltd.
	LightPoint CLO III, Ltd.
	LightPoint CLO IV, Ltd.
	By:	/s/ Xxxxx Xxxxxx
		Name: XXXXX XXXXXX
		Title: DIRECTOR

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Xxxxxx’x Supermarkets, Inc. A&R Credit Agreement

	Loan Funding III LLC
	By:	Pacific Investment Management Company LLC,
		as its Investment Advisor
		By:	/s/ Xxxxx X. Xxxxxxxxxx
			Xxxxx X. Xxxxxxxxxx
			Managing Director

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Xxxxxx’x Supermarkets, Inc. A&R Credit Agreement

	Met Investors Series Trust PIMCO Total Return Portfolio
	By:	Pacific Investment Management Company LLC,
		as its Investment Advisor
		By:	/s/ Xxxxx X. Xxxxxxxxxx
			Xxxxx X. Xxxxxxxxxx
			Managing Director

Signature Page to First Amendment to
Xxxxxx’x Supermarkets, Inc. A&R Credit Agreement

	Microsoft Global Finance, Ltd.
	By:	Pacific Investment Management Corporation LLC,
		as its Investment Advisor, acting through Northern
		Trust Company in the Nominee Name of How & Co.
		By:	/s/ Xxxxx X. Xxxxxxxxxx
			Xxxxx X. Xxxxxxxxxx
			Managing Director

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Xxxxxx’x Supermarkets, Inc. A&R Credit Agreement

	Xxxxxx Xxxxxxx Senior Funding, Inc
	By:	/s/ Xxxxxxx X. Xxxxxxx
		Name: Xxxxxxx X. Xxxxxxx
		Title: Vice President

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Xxxxxx’x Supermarkets, Inc. A&R Credit Agreement

	MT. XXXXXX CLO, LTD
	By:	/s/ [ILLEGIBLE]
		Name:
		Title:

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Xxxxxx’x Supermarkets, Inc. A&R Credit Agreement

	NEMEAN CLO, LTD.
	BY:	West Gate Horizons Advisors LLC,
		as Investment Manager
	BY:	/s/ Xxxxxx Xxxxxxxxxx
	Name	Xxxxxx Xxxxxxxxxx
	Title:	Senior Credit Analyst

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Xxxxxx’x Supermarkets, Inc. A&R Credit Agreement

	Nob Hill CLO, Limited
	By:	/s/ Xxxxxxx Xxxx
		Name: Xxxxxxx Xxxx
		Title: PM

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Xxxxxx’x Supermarkets, Inc. A&R Credit Agreement

	NORTHWOODS CAPITAL IV, LIMITED
	BY:	XXXXXX, XXXXXX & CO., L.P.
		AS COLLATERAL MANAGER
	By:	/s/ Xxxxx Xxxxxx
		Name: XXXXX XXXXXX
		Title: MANAGING DIRECTOR

Signature Page to First Amendment to
Xxxxxx’x Supermarkets, Inc. A&R Credit Agreement

	NORTHWOODS CAPITAL V, LIMITED
	BY:	XXXXXX, XXXXXX & CO., L.P.
		AS COLLATERAL MANAGER
	By:	/s/ Xxxxx Xxxxxx
		Name: XXXXX XXXXXX
		Title: MANAGING DIRECTOR

Signature Page to First Amendment to
Xxxxxx’x Supermarkets, Inc. A&R Credit Agreement

	NORTHWOODS CAPITAL VI, LIMITED
	BY:	XXXXXX, XXXXXX & CO., L.P.
		AS COLLATERAL MANAGER
	By:	/s/ Xxxxx Xxxxxx
		Name: XXXXX XXXXXX
		Title: MANAGING DIRECTOR

Signature Page to First Amendment to
Xxxxxx’x Supermarkets, Inc. A&R Credit Agreement

	PACIFICA CDO II, LTD.
	By:	/s/ Xxx Xxxxx
		Name: Xxx Xxxxx
		Title: Associate

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Xxxxxx’x Supermarkets, Inc. A&R Credit Agreement

	PACIFICA CDO III, LTD.
	By:	/s/ Xxx Xxxxx
		Name: Xxx Xxxxx
		Title: Associate

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Xxxxxx’x Supermarkets, Inc. A&R Credit Agreement

	PACIFICA CDO IV, LTD.
	By:	/s/ Xxx Xxxxx
		Name: Xxx Xxxxx
		Title: Associate

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Xxxxxx’x Supermarkets, Inc. A&R Credit Agreement

	PACIFICA CDO V, LTD.
	By:	/s/ Xxx Xxxxx
		Name: Xxx Xxxxx
		Title: Associate

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Xxxxxx’x Supermarkets, Inc. A&R Credit Agreement

	PACIFICA CDO VI, LTD.
	By:	/s/ Xxx Xxxxx
		Name:	Xxx Xxxxx
		Title:	Associate

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Xxxxxx’x Supermarkets, Inc. A&R Credit Agreement

	PIMCO Bermuda US High Yield II (M)
	By:	Pacific Investment Management Company LLC,
		as its Investment Advisor
		By:	/s/ Xxxxx X. Xxxxxxxxxx
			Xxxxx X. Xxxxxxxxxx
			Managing Director

Signature Page to First Amendment to
Xxxxxx’x Supermarkets, Inc. A&R Credit Agreement

	PIMCO Cayman Global High Income Fund
	By:	Pacific Investment Management Company,
		as its Investment Advisor, acting through Investors
		Fiduciary Trust Company in the Nominee Name of IFTCO
		By:	/s/ Xxxxx X. Xxxxxxxxxx
			Xxxxx X. Xxxxxxxxxx
			Managing Director

Signature Page to First Amendment to
Xxxxxx’x Supermarkets, Inc. A&R Credit Agreement

	PIMCO Floating Income Fund
	By:	Pacific Investment Management Company LLC,
		as its Investment Advisor, acting through Investors
		Fiduciary Trust Company in the Nominee Name of IFTCO
		By:	/s/ Xxxxx X. Xxxxxxxxxx
			Xxxxx X. Xxxxxxxxxx
			Managing Director

Signature Page to First Amendment to
Xxxxxx’x Supermarkets, Inc. A&R Credit Agreement

	PIMCO Floating Rate Income Fund
	By:	Pacific Investment Management Company LLC,
		as its Investment Advisor, acting through Investors
		Fiduciary Trust Company in the Nominee Name of IFTCO
		By:	/s/ Xxxxx X. Xxxxxxxxxx
			Xxxxx X. Xxxxxxxxxx
			Managing Director

Signature Page to First Amendment to
Xxxxxx’x Supermarkets, Inc. A&R Credit Agreement

	PIMCO Floating Rate Strategy Fund
	By:	Pacific Investment Management Company LLC,
		as its Investment Advisor, acting through Investors
		Fiduciary Trust Company in the Nominee Name of IFTCO
		By:	/s/ Xxxxx X. Xxxxxxxxxx
			Xxxxx X. Xxxxxxxxxx
			Managing Director

Signature Page to First Amendment to
Xxxxxx’x Supermarkets, Inc. A&R Credit Agreement

	PIMCO GIS High Yield Bond Fund
	By:	Pacific Investment Management Company LLC,
		as its Investment Advisor
		By:	/s/ Xxxxx X. Xxxxxxxxxx
			Xxxxx X. Xxxxxxxxxx
			Managing Director

Signature Page to First Amendment to
Xxxxxx’x Supermarkets, Inc. A&R Credit Agreement

	PIMCO High Income Fund
	By:	Pacific Investment Management Company LLC,
		as its Investment Advisor, acting through Investors
		Fiduciary Trust Company in the Nominee Name of IFTCO
		By:	/s/ Xxxxx X. Xxxxxxxxxx
			Xxxxx X. Xxxxxxxxxx
			Managing Director

Signature Page to First Amendment to
Xxxxxx’x Supermarkets, Inc. A&R Credit Agreement

	PIMCO High Yield Fund
	By:	Pacific Investment Management Company LLC,
		as its Investment Advisor for the PIMCO High Yield
		Fund, acting through Investors Fiduciary Trust
		Company in the Nominee Name of IFTCO
		By:	/s/ Xxxxx X. Xxxxxxxxxx
			Xxxxx X. Xxxxxxxxxx
			Managing Director

Signature Page to First Amendment to
Xxxxxx’x Supermarkets, Inc. A&R Credit Agreement

	PIMCO Private High Yield Portfolio
	By:	Pacific Investment Management Company LLC,
		as its Investment Advisor, acting through Investors
		Fiduciary Trust Company in the Nominee Name of IFTCO
		By:	/s/ Xxxxx X. Xxxxxxxxxx
			Xxxxx X. Xxxxxxxxxx
			Managing Director

Signature Page to First Amendment to
Xxxxxx’x Supermarkets, Inc. A&R Credit Agreement

	Prospero CLO & B.V
	By:	/s/ Xxxx Xxxxxxxx Xxxxxxx
		Name:	Xxxx Xxxxxxxx Xxxxxxx
		Title:	Executive Director

Signature Page to First Amendment to
Xxxxxx’x Supermarkets, Inc. A&R Credit Agreement

	Prudential Series Fund Incorporated
	By:	Pacific Investment Management Company LLC,
		as its Investment Advisor, acting through State
		Street Bank and Trust Company, in the
		Nominee Name of IFTCO
		By:	/s/ Xxxxx X. Xxxxxxxxxx
			Xxxxx X. Xxxxxxxxxx
			Managing Director

Signature Page to First Amendment to
Xxxxxx’x Supermarkets, Inc. A&R Credit Agreement

	PVIT High Yield Bond Portfolio
	By:	Pacific Investment Management Company LLC, as its
		Investment Advisor, acting through Investors Fiduciary
		Trust Company in the Nominee Name of IFTCO
		By:	/s/ Xxxxx X. Xxxxxxxxxx
			Xxxxx X. Xxxxxxxxxx
			Managing Director

Signature Page to First Amendment to
Xxxxxx’x Supermarkets, Inc. A&R Credit Agreement

	RIVIERA FUNDING LLC
	By:	/s/ Xxxxxx Xxxxxx
		Name: Xxxxxx Xxxxxx
		Title: Assistant Vice President

Signature Page to First Amendment to
Xxxxxx’x Supermarkets, Inc. A&R Credit Agreement

		SENIOR DEBT PORTFOLIO
		By:	Boston Management and Research
			as Investment Advisor

	By:	/s/ Xxxxxxx X. Xxxxxxx
		Name: Xxxxxxx X. Xxxxxxx
		Title: Vice President

Signature Page to First Amendment to
Xxxxxx’x Supermarkets, Inc. A&R Credit Agreement

	Southport CLO, Limited
	By:	Pacific Investment Management Company LLC,
		as its Investment Advisor

		By:	/s/ Xxxxx X. Xxxxxxxxxx
			Xxxxx X. Xxxxxxxxxx
			Managing Director

Signature Page to First Amendment to
Xxxxxx’x Supermarkets, Inc. A&R Credit Agreement

	State Teachers Retirement System of Ohio
	By:	Pacific Investment Management Company LLC,
		as its Investment Advisor

		By:	/s/ Xxxxx X. Xxxxxxxxxx
			Xxxxx X. Xxxxxxxxxx
			Managing Director

Signature Page to First Amendment to
Xxxxxx’x Supermarkets, Inc. A&R Credit Agreement

	Summit Lake CLO, LTD
	By:	/s/ Xxxx Xxxxxx
		Name: Xxxx Xxxxxx
		Title: SVP

Signature Page to First Amendment to
Xxxxxx’x Supermarkets, Inc. A&R Credit Agreement

	THE BANK OF NEW YORK
	By:	/s/ Xxxxx XxXxxxxxx
	Name:	Xxxxx XxXxxxxxx
	Title:	Vice President

Signature Page to First Amendment to
Xxxxxx’x Supermarkets, Inc. A&R Credit Agreement

	THE CIT GROUP/BUSINESS CREDIT, INC.
	By:	/s/ Xxxxxx Xxxxxx
		Name: Xxxxxx Xxxxxx
		Title:  Vice President

Signature Page to First Amendment to
Xxxxxx’x Supermarkets, Inc. A&R Credit Agreement

		THE NORINCHUKIN BANK, NEW YORK BRANCH,
		through State Street Bank and Trust Company N.A. as
		Fiduciary Custodian
		By: Xxxxx Xxxxx Management, Attorney-in-fact
	By:	/s/ Xxxxxxx X. Xxxxxxx
		Name: Xxxxxxx X. Xxxxxxx
		Title: Vice President

Signature Page to First Amendment to
Xxxxxx’x Supermarkets, Inc. A&R Credit Agreement

	US High Yield Bond Fund I
	By:	Pacific Investment Management Company LLC,
		as its Investment Advisor, acting through The Bank
		of New York in the Nominee Name of Hare & Co.
		By:	/s/ Xxxxx X. Xxxxxxxxxx
			Xxxxx X. Xxxxxxxxxx
			Managing Director

Signature Page to First Amendment to
Xxxxxx’x Supermarkets, Inc. A&R Credit Agreement

	[ILLEGIBLE]
	By:	/s/ Xxxx Xxxxxxxx Xxxxxxx
		Name: Xxxx Xxxxxxxx Xxxxxxx
		Title:  Executive Director

Signature Page to First Amendment to
Xxxxxx’x Supermarkets, Inc. A&R Credit Agreement

	[ILLEGIBLE]
	By:	/s/ Xxxx Xxxxxxxx Xxxxxxx
		Name: Xxxx Xxxxxxxx Xxxxxxx
		Title:  Executive Director

Signature Page to First Amendment to
Xxxxxx’x Supermarkets, Inc. A&R Credit Agreement

	Victoria Falls CLO, LTD
	By:	/s/ Xxxx Xxxxxx
		Name: Xxxx Xxxxxx
		Title: SVP

Signature Page to First Amendment to
Xxxxxx’x Supermarkets, Inc. A&R Credit Agreement

	Waveland – INGOTS, LTD.
	By:	Pacific Investment Management Company LLC,
		as its Investment Advisor
		By:	/s/ Xxxxx X. Xxxxxxxxxx
			Xxxxx X. Xxxxxxxxxx
			Managing Director

Signature Page to First Amendment to
Xxxxxx’x Supermarkets, Inc. A&R Credit Agreement

	WEST GATE HORIZONS LEVERAGED
	LOAN MASTER FUND, L.P.
	BY:	West Gate Horizons Advisors LLC,
		as Investment Manager
	By:	/s/ Xxxxxx Xxxxxxxxxx
	Name	Xxxxxx Xxxxxxxxxx
	Title:	Senior Credit Analyst

Signature Page to First Amendment to
Xxxxxx’x Supermarkets, Inc. A&R Credit Agreement

	WESTERN ASSET FLOATING RATE HIGH INCOME FUND LLC
	By:	/s/ [Illegible]
		Name
		Title:

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Xxxxxx’x Supermarkets, Inc. A&R Credit Agreement

	WG HORIZONS CLO I
	BY:	West Gate Horizons Advisors LLC,
		As Manager
	By:	/s/ Xxxxxx Xxxxxxxxxx
	Name	Xxxxxx Xxxxxxxxxx
	Title:	Senior Credit Analyst

Signature Page to First Amendment to
Xxxxxx’x Supermarkets, Inc. A&R Credit Agreement

	Wrigley CDO, Ltd.
	By:	Pacific Investment Management Company LLC,
		as its Investment Advisor
		By:	/s/ Xxxxx X. Xxxxxxxxxx
			Xxxxx X. Xxxxxxxxxx
			Managing Director

Signature Page to First Amendment to
Xxxxxx’x Supermarkets, Inc. A&R Credit Agreement