Amendments to Article VII. Article VII of the Existing Credit Agreement is hereby amended as follows:
Amendments to Article VII. The third paragraph of Section 7.01 is hereby amended as follows:
(i) The words “or an Event of Default set forth in clause (iv) above” in the first sentence is hereby deleted. The fourth paragraph of Section 7.01 is hereby amended as follows:
(i) The words “or an Event of Default set forth in clause (iv) occurs” in the first sentence is hereby deleted.
Amendments to Article VII. Article VII of the Existing Credit Agreement is hereby amended as set forth in Subparts 2.2.1 through 2.2.3.
Amendments to Article VII. Article VII of the Credit Agreement is hereby amended by adding new Section 7.23 thereto immediately after Section 7.22 thereof, which new Section 7.23 shall read in full as follows:
Amendments to Article VII. NEGATIVE COVENANTS ----------------------------------------------
Section 7.1 (f) of the Credit Agreement is hereby amended by deleting the reference to "$5,000,000" contained therein and substituting "$25,000,000" therefor.
Section 7.1 (t) of the Credit Agreement is hereby amended by deleting the reference to "$5,000,000" contained therein and substituting "$10,000,000" therefor.
Amendments to Article VII. (A) Section 7.02 of the Servicing Agreement is deleted in its entirety and replaced with the following:
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 first sentence of Section 7.3 of the Original Indenture is hereby amended and restated to read in its entirety as follows: “The Trustee in its individual or any other capacity may become the owner or pledgee of Notes and may otherwise deal with the Company, the Guarantor or any Affiliate of the Company or the Guarantor with the same rights it would have if it were not Trustee.”
Amendments to Article VII. Article VII of the Existing Credit Agreement is hereby amended in accordance with SUBPARTS 2.2.1 through 2.2.3. SUBPART 2.2.1. Clause (b) of Section 7.1.9 of the Existing Credit Agreement is hereby amended by inserting the following language immediately after the phrase "general corporate purposes": (including to fund Restricted Payments permitted pursuant to CLAUSE (a)(w) of SECTION 7.2.6) SUBPART 2.2.2. Clause (a) of Section 7.2.6 of the Existing Credit Agreement is hereby amended by inserting the following new clause (a)(w) immediately before existing clause (a)(x):
Amendments to Article VII. The provisions of Section 7.17 are hereby deleted in their entirety and the following is substituted in their stead:
