First Amendment to Credit Agreement



 Exhibit 10.3 

FIRST AMENDMENT TO 

CREDIT AGREEMENT DATED FEBRUARY 27, 2007 

AMONG 

THE FRESH MARKET, INC., 

BANK OF AMERICA, N.A., 

AND THE OTHER LENDERS PARTY THERETO 

This First Amendment (the “Amendment”) is entered into as of October 23, 2007 among The Fresh Market, Inc., as Borrower,
Bank of America, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, and the Required Lenders under the Credit Agreement dated February 27, 2007 (the “Credit Agreement”). Capitalized terms not defined herein shall have
the meanings given them in the Credit Agreement. 
 WHEREAS, Borrower has requested that it be allowed to execute surety bonds
from time to time and to execute indemnities as required by its sureties in connection with such bonds; and 
 WHEREAS, the
parties have agreed to modify the Credit Agreement on the terms set forth below: 
 NOW, THEREFORE, for good and valuable
consideration, the parties hereto hereby agree as follows. 
 1. A new Section 7.01(j) shall be added to the Credit
Agreement as follows: 
 (j) Liens contained within agreements executed by Borrower to indemnify sureties in
consideration for surety bonds; provided that such Liens do not at any time encumber property other than (a) the proceeds of any insurance policy affording coverage for all or part of any bonded obligations; (b) the contracts or the
obligations that are the subject of the bonds, or that grow in any manner out of the bonds, including without limitation all proceeds thereof; and (c) any other present or future property with respect to which a commercial surety reasonably
requests a Lien in connection with a surety bond; provided that the book value of those assets supporting that Lien does not exceed Four Million Dollars ($4,000,000.00) provided further, that such indemnity agreements do not relate to surety
bonds or similar instruments totaling, in the aggregate, in excess of Two Million Dollars ($2,000,000.00) in principal amount at any time outstanding. 

2. A new Section 7.03(g) shall be added to the Credit Agreement as follows: 

(g) direct or contingent obligations under surety bonds or similar instruments not exceeding, in the aggregate, Two
Million Dollars ($2,000,000.00) in principal amount at any time outstanding. 
  

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 3. Except as specifically provided herein, the Credit Agreement remains in full force and
effect as originally executed. 
 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed
as of the date first above written. 
  

			
	THE FRESH MARKET, INC.
		
	By:	 	 /s/ Michael Barry

	Name:	 	 Michael Barry

	Title:	 	 EVP/CFO

	
	BANK OF AMERICA, N.A., as
	Administrative Agent
		
	By:	 	  

	Name:	 	  

	Title:	 	  

	
	BANK OF AMERICA, N.A., as a Lender,
	L/C Issuer and Swing Line Lender
		
	By:	 	  

	Name:	 	  

	Title:	 	  

		
	By:	 	  

	Name:	 	  

	Title:	 	  




 

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	BANK OF AMERICA, N.A., as
	Administrative Agent
		
	By:	 	 /s/ Anne Zeschke

	Name:	 	Anne Zeschke
	Title:	 	Assistant Vice President










			
	BANK OF AMERICA, N.A., as a Lender,
	L/C Issuer and Swing Line Lender
		
	By:	 	 /s/ J. Thomas Johnson, Jr.

	Name:	 	J. Thomas Johnson, Jr.
	Title:	 	Senior Vice President










			
	RBC CENTURA BANK, N.A.
		
	By:	 	 /s/ George L. Bachman

	Name:	 	 George L. Bachman

	Title:	 	 Vice President











			
	BRANCH BANKING AND TRUST COMPANY
		
	By:	 	 /s/ Jennifer L. Cudd

	Name:	 	 Jennifer L. Cudd

	Title:	 	 Senior Vice President











			
	 FIRST HORIZON BANK, A DIVISION OF

FIRST TENNESSEE BANK NATIONAL

ASSOCIATION

		
	By:	 	 /s/ Stewart deC. Holmes

	Name:	 	 Stewart deC. Holmes

	Title:	 	 SVP











			
	REGIONS BANK
		
	By:	 	 /s/ J. REID MARKS, JR.

	Name:	 	 J. REID MARKS, JR.

	Title:	 	 MARKET PRESIDENT