<PAGE>

                                                                 Exhibit 10.22

                          WAIVER AND SIXTH AMENDMENT
                                     TO THE
                     AMENDED AND RESTATED CREDIT AGREEMENT
                     -------------------------------------

          WAIVER AND SIXTH AMENDMENT dated as of April 4, 1997 (this 
"Amendment") to the AMENDED AND RESTATED CREDIT AGREEMENT dated as of June 
15, 1995 (as modified by the Waiver and First Amendment thereto dated as of 
February 16, 1996, the Second Amendment thereto dated as of May 10, 1996, the 
Third Amendment thereto dated as of September 11, 1996, the Fourth Amendment 
thereto dated as of January 13, 1997 and the Fifth Amendment thereto dated as 
of March 7, 1997, the "Credit Agreement"), each among THE GRAND UNION 
COMPANY, a Delaware corporation (the "Borrower"), the institutions from time 
to time party thereto as lenders (the "Banks") and BANKERS TRUST COMPANY, as 
agent (the "Agent").  Capitalized terms used herein and not defined herein 
shall have the respective meanings set forth for such terms in the Credit 
Agreement.

                          W I T N E S S E T H :
                          - - - - - - - - - -

          WHEREAS, the Borrower has requested that the EBITDA and interest 
expense covenants in the Credit Agreement for the period of four consecutive 
fiscal quarters of the Borrower ending in March 1997 be waived; and

          WHEREAS, subject to and upon the terms and conditions hereinafter 
set forth, the Banks party hereto are agreeable to the foregoing;

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

          Section 1.  Waiver.  The undersigned Banks hereby waive compliance by 
the Borrower with Sections 8.9 and 8.11 of the Credit Agreement solely with 
respect to the period of four consecutive fiscal quarters of the Borrower 
ending in March 1997.

          Section 2.  Amendment.  The Credit Agreement is hereby amended by 
inserting the following after Section 8.16 thereof as a new Section 8.17:

               "8.17  Additional Financial Covenants.  The Borrower will not 
permit:

<PAGE>


              (a)  EBITDA for the 13 consecutive fiscal periods of the 
Borrower (as set forth on Schedule XII hereto) ending on May 24, 1997 (taken 
as one accounting period) to be less than $130,000,000; or

              (b)  the ratio of EBITDA to Total Cash Interest Expense for the 
13 consecutive fiscal periods of the Borrower (as set forth on Schedule XII 
hereto) ending on May 24, 1997 (taken as one accounting period) to be less 
than 1.22:1."

              Section 3.  Representations and Warranties.
The Borrower hereby represents and warrants to the Agent and each Bank
that:

               (a)  after giving effect this Amendment, no Default or Event 
of Default has occurred and is continuing on and as of the date hereof; and

               (b)  the representations and warranties of the Borrower and 
the other Credit Parties contained in the Credit Agreement and the other 
Credit Documents are true and correct on and as of the date hereof as if made 
on and as of the date hereof after giving effect to this Amendment, except to 
the extent such representations and warranties expressly relate to a 
different specific date.

              Section 4.  Effectiveness.  This Amendment shall become 
effective, as of March 30, 1997, when the Agent shall have executed and 
delivered a counterpart of this Amendment and received duly executed 
counterparts of this Amendment from the Borrower, each Subsidiary of the 
Borrower that is a party to any Credit Document and as many of the Banks as 
shall be necessary to comprise the "Required Banks" or the "Required Class 
Creditors", as the case may be.

              Section 5.   Status of Credit Documents.  (a)
This Amendment is limited solely for the purposes and to the extent expressly
set forth herein, and, except as expressly modified hereby, (i) the terms,
provisions and conditions of the Credit Documents, (ii) the terms and
provisions of the Further Assurances Agreement dated as of June 15, 1995, as
modified in writing prior to the date hereof, between the Borrower and the
Agent, and (iii) the Liens granted under the Credit Documents shall continue
in full force and effect and are hereby ratified

                                     2

<PAGE>

and confirmed in all respects.

               (b)  No modification made to the Credit Agreement pursuant to 
this Amendment shall relieve the Borrower from complying with any other term 
or provision of the Credit Agreement as modified hereby.

              Section 6.  Counterparts.  This Amendment may be executed and 
delivered in any number of counterparts and by the different parties hereto 
on separate counterparts, each of which when so executed and delivered shall 
be an original, but all of which shall together constitute one and the same 
instrument.  A complete set of counterparts shall be lodged with the Borrower 
and the Agent.

              Section 7.   Governing Law.  THIS AMENDMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH, AND SHALL BE GOVERNED BY, THE
LAWS OF THE STATE OF NEW YORK. 

                                     3

<PAGE>

                The foregoing Waiver and Sixth Amendment is
     hereby consented and agreed to, and the Liens and guaranties
     under the Credit Documents are hereby confirmed, by:

                           MERCHANDISING SERVICES, INC.
                           GRAND UNION STORES, INC. OF VERMONT
                           GRAND UNION STORES OF NEW  HAMPSHIRE, INC.
                           SPECIALTY MERCHANDISING SERVICES, INC.

                           By: /s/ Francis E. Nicastro
                               -----------------------
                               Name:  Francis E. Nicastro
                               Title: Vice President and Treasurer
                                      of each of the above listed
                                      entities

<PAGE>

                 IN WITNESS WHEREOF, the parties hereto have
       caused their respective duly authorized officers to
       execute and deliver this Waiver and Sixth Amendment to
       the Amended and Restated Credit Agreement as of the date
       first above written.

                             THE GRAND UNION COMPANY


                             By:  /s/ Francis E. Nicastro
                                  -----------------------
                                  Name:  Francis E. Nicastro
                                  Title: Vice President and 
                                         Treasurer


                             BANKERS TRUST COMPANY,
                               Individually and as Agent


                             By: /s/ Mary Kay Coyle
                                 ------------------
                                 Name:  Mary Kay Coyle
                                 Title: Managing Director


                             BANKAMERICA BUSINESS CREDIT, INC.


                             By: /s/
                                 -----------------------
                                 Name: 
                                 Title:


                             BANK POLSKA KASA OPIEKI, SA


                             By: /s/ William A. Shea
                                 -------------------
                                 Name:  William A. Shea


                                 Title: Vice President
                                        Senior Lending Officer 

<PAGE>


                             COMPAGNIE FINANCIERE DE CIC ET
                             DE L'UNION EUROPEENNE


                             By: /s/ Sean Mounier
                                 ----------------
                                 Name:  Sean Mounier
                                 Title: First Vice President


                             By: /s/ Brian O'Leary
                                 -----------------
                                 Name:  Brian O'Leary
                                 Title: Vice President


                             THE FIRST NATIONAL BANK OF BOSTON


                             By: /s/ William M. Clark
                                 -------------------
                                 Name:  William M. Clark
                                 Title: Managing Director


                             FLEET CAPITAL CORPORATION


                             By: /s/ Eric Rubin
                                 --------------
                                 Name:  Eric Rubin
                                 Title: Vice President


                             HELLER FINANCIAL, INC.


                             By: /s/ Salvatore Salzillo
                                 ----------------------
                                 Name:  Salvatore Salzillo
                                 Title: AVP

<PAGE>


                             LEHMAN COMMERCIAL PAPER INC.


                             By: /s/ Michelle Swanson
                                 --------------------
                                 Name:  Michelle Swanson
                                 Title: Authorized Signatory


                             ML CBO IV (CAYMAN) LTD, LLC


                             By: Protective Asset Management,
                                   as Collateral Manager


                             By: /s/ James Dondero
                                 -----------------
                                 Name:  James Dondero CPA, CFA
                                 Title: President
                             Protective Asset Management, L.L.C.


                             SENIOR DEBT PORTFOLIO


                             By:  Boston Management and Research,
                                    as Investment Advisor


                             By: /s/ Scott H. Page
                                 -----------------
                                 Name:  Scott H. Page
                                 Title: Vice President


                             TRANSAMERICA BUSINESS CREDIT
                               CORPORATION


                             By: /s/ Perry Vavoules
                                 ------------------
                                 Name:  Perry Vavoules
                                 Title: Senior Vice President


                             VAN KAMPEN AMERICAN CAPITAL PRIME
                               RATE INCOME TRUST


                             By: /s/ Kathleen A. Zarn
                                 ------------------
                                 Name:  Kathleen A. Zarn
                                 Title: Vice President