<PAGE>

                                                                   Exhibit 4.34

                                 FIRST AMENDMENT

          FIRST AMENDMENT (this "Amendment"), dated as of November 12, 1999,
among BIG V HOLDING CORP., a Delaware corporation ("Holdings"), BV HOLDINGS
CORPORATION, a Delaware corporation ("BV Holdings"), BIG V SUPERMARKETS, INC., a
New York corporation (the "Borrower"), the lenders from time to time party to
the Credit Agreement referred to below (each a "Lender" and, collectively, the
"Lenders"), DLJ CAPITAL FUNDING, INC., as Syndication Agent (in such capacity,
the "Syndication Agent"), FLEET NATIONAL BANK, as Administrative Agent (in such
capacity, the "Administrative Agent"), and SUMMIT BANK, as Documentation Agent
(in such capacity, the "Documentation Agent"). All capitalized terms used herein
and not otherwise defined herein shall have the respective meanings provided
such terms in the Credit Agreement referred to below.

                              W I T N E S S E T H :

          WHEREAS, Holdings, BV Holdings, the Borrower, the Lenders, the
Administrative Agent, the Syndication Agent and the Documentation Agent are
parties to a Credit Agreement, dated as of January 14, 1999 (the "Credit
Agreement");

          WHEREAS, the Borrower has requested, and the Lenders have agreed, to
certain amendments and/or modifications to the Credit Agreement to permit the
Borrower to consummate the acquisition of all of the outstanding capital stock
of ShopRite of Pennington, Inc., in each case as provided herein; and

          WHEREAS, subject to the terms and conditions set forth below, the
parties hereto agree as follows;

          NOW, THEREFORE, it is agreed:

          1.  Section 1.01 of the Credit Agreement is hereby amended by
inserting the following new clause (f) at the end thereof:

              "(f) Subject to and upon the terms and conditions set forth
     herein, each Lender with a Tranche C Term Loan Commitment severally agrees
     to make on the First Amendment Effective Date and on the Second Tranche C
     Term Loan Borrowing Date, a term loan or term loans (each a "Tranche C Term
     Loan" and, collectively, the "Tranche C Term Loans") to the Borrower, which
     Tranche C Term Loans (i) shall, at the option of the Borrower, be incurred
     and maintained as, and/or converted into, Base Rate Loans or Eurodollar
     Loans, provided that, except as specifically provided in Section 1.10(b),
     all Tranche C Term Loans comprising the same Borrowing shall at all times
     be of the same Type, and (ii) shall be made by each such Lender in that
     aggregate principal amount which does not exceed the Tranche C Term Loan
     Commitment of such Lender on any such Tranche C Term Loan Borrowing Date;
<PAGE>

     provided, however, no more than $36,000,000 of Tranche C Term Loans may be
     incurred on the First Amendment Effective Date. Once repaid, Tranche C Term
     Loans incurred hereunder may not be reborrowed."

          2.  Section 1.03(a) of the Credit Agreement is hereby amended by
inserting the following new text immediately after the words "Tranche B Term
Loans" appearing therein:

              ", Tranche C Term Loans".

          3.  Section 1.05(a) of the Credit Agreement is hereby amended by (i)
deleting the word "and" appearing at the end of clause (iii) of such Section
1.05(a) and inserting a comma in lieu thereof and (ii) inserting the following
new clause (v) immediately after the final parenthetical appearing therein:

     "and (v) if Tranche C Term Loans, by a promissory note duly executed and
     delivered by the Borrower substantially in the form of Exhibit B-5, with
     blanks appropriately completed in conformity herewith (each a "Tranche C
     Term Note" and, collectively, the "Tranche C Term Notes")".

          4.  Section 1.05 of the Credit Agreement is hereby further amended by
inserting the following new clause (g) at the end thereof:

              "(g) The Tranche C Term Note issued to each Lender that has a
     Tranche C Term Loan Commitment or outstanding Tranche C Term Loans shall
     (i) be executed by the Borrower, (ii) be payable to such Lender or its
     registered assigns and be dated the First Amendment Effective Date (or, if
     issued after the First Amendment Effective Date, be dated the date of
     issuance thereof), (iii) be in a stated principal amount equal to the
     Tranche C Term Loan Commitment of such Lender on the First Amendment
     Effective Date (before giving effect to the making of any Tranche C Term
     Loans on such date by such Lender) (or, if issued after the First Amendment
     Effective Date, be in a stated principal amount equal to the outstanding
     Tranche C Term Loan Commitment, if any, of such Lender at such time plus
     the outstanding principal amount of Tranche C Term Loans of such Lender at
     such time) and be payable in the outstanding principal amount of Tranche C
     Term Loans evidenced thereby, (iv) mature on the Tranche C Term Loan
     Maturity Date, (v) bear interest as provided in the appropriate clause of
     Section 1.08 in respect of Base Rate Loans and Eurodollar Loans, as the
     case may be, evidenced thereby, (vi) be subject to voluntary prepayment as
     provided in Section 4.01, and mandatory repayment as provided in Section
     4.02, and (vii) be entitled to the benefits of this Agreement and the other
     Credit Documents."

          5.  Section 1.07 of the Credit Agreement is hereby amended by
deleting the first sentence thereof and inserting the following new first
sentence in lieu thereof:

              "All Borrowings of Tranche A Term Loans, Tranche B Term Loans,
     Tranche C Term Loans and Revolving Loans under this Agreement shall be
     incurred from the

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     Lenders pro rata on the basis of their Tranche A Term Loan Commitments,
     Tranche B Term Loan Commitments, Tranche C Term Loan Commitments or
     Revolving Loan Commitments, as the case may be."

          6.  Section 1.09 of the Credit Agreement is hereby amended by deleting
clause (vii) thereof and inserting the following new clause (vii) in lieu
thereof:

              "(vii) no Interest Period in respect of any Borrowing of Tranche A
     Term Loans, Tranche B Term Loans or Tranche C Term Loans, as the case may
     be, shall be selected which extends beyond any date upon which a mandatory
     repayment of such Tranche of Term Loans will be required to be made under
     Section 4.02(b)(i), (ii) or (iii), as the case may be, if the aggregate
     principal amount of Tranche A Term Loans, Tranche B Term Loans or Tranche C
     Term Loans, as the case may be, which have Interest Periods which will
     expire after such date will be in excess of the aggregate principal amount
     of Tranche A Term Loans, Tranche B Term Loans or Tranche C Term Loans, as
     the case may be, then outstanding less the aggregate amount of such
     required repayment."

          7.  Section 3.01 of the Credit Agreement is hereby amended by
inserting the following new clause (g) at the end thereof:

              "(g) The Borrower agrees to pay to the Administrative Agent for
     distribution to each Non-Defaulting Lender with a Tranche C Term Loan
     Commitment, a commitment commission (the "C TL Commitment Commission") for
     the period from and including the First Amendment Effective Date to but
     excluding the Tranche C Term Loan Availability Termination Date (or such
     earlier date on which the Total Tranche C Term Loan Commitment shall have
     been terminated), computed at a rate for each day equal to 4.00% per annum
     on the daily Tranche C Term Loan Commitment of such Non-Defaulting Lender.
     Accrued C TL Commitment Commission shall be due and payable in arrears on
     the date on which the Total Tranche C Term Loan Commitment shall have been
     terminated."

          8. Section 3.02 of the Credit Agreement is hereby amended by inserting
the following new clause (c) at the end thereof:

          "(c) Upon at least one Business Day's prior written notice to the
     Administrative Agent at the Notice Office (which notice the Administrative
     Agent shall promptly transmit to each of the Lenders), the Borrower shall
     have the right, at any time or from time to time, without premium or
     penalty, to terminate in whole or in part, the remaining Total Tranche C
     Term Loan Commitment, in a minimum amount of $500,000 or an integral
     multiple of $500,000 in excess thereof in the case of the partial
     terminations of the Total Tranche C Term Loan Commitment. Any reduction to
     the Total Tranche C Term Loan Commitment pursuant to this Section 3.02(c)
     shall be applied proportionately to permanently reduce the Tranche C Term
     Loan Commitment of each Lender with such a Commitment."

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<PAGE>

          9. Section 3.03(c) of the Credit Agreement is hereby amended by
inserting the following new sentence at the end thereof:

              "In addition to any other mandatory commitment reductions pursuant
     to this Section 3.03, the Total Tranche C Term Loan Commitment shall (i) be
     reduced on each Tranche C Term Loan Borrowing Date (after giving effect to
     the making of Tranche C Term Loans on each such date) in an amount equal to
     the aggregate principal amount of Tranche C Term Loans incurred on each
     such date, (ii) terminate in its entirety (to the extent not theretofore
     terminated) on the earliest of (x) the Tranche C Term Loan Availability
     Termination Date (after giving effect to the making of Tranche C Term Loans
     on such date), (y) 5:00 P.M. (Boston, Massachusetts time) on the Tranche C
     Term Loan Availability Termination Date, whether or not any Tranche C Term
     Loans have been incurred on such date and (z) unless the Required Lenders
     otherwise agree, the date on which a Change of Control occurs and (iii)
     prior to the termination of the Total Tranche C Term Loan Commitment, be
     reduced from time to time to the extent required by Section 4.02.
     Notwithstanding anything to the contrary contained in clause (i) of the
     immediately preceding sentence, in no event shall the Total Tranche C Term
     Loan Commitment exceed $5,000,000 after giving effect to the incurrence of
     Tranche C Term Loans on the First Amendment Effective Date and to the
     extent that the Total Tranche C Term Loan Commitment on the First Amendment
     Effective Date (and after giving effect to the incurrence of Tranche C Term
     Loans on such date) would exceed $5,000,000, the Total Tranche C Term Loan
     Commitment shall be reduced on such date to $5,000,000."

          10. Section 3.03(e) of the Credit Agreement is hereby deleted and the
following new Section 3.03(e) is inserted in lieu thereof:

              "(e) In addition to any other mandatory commitment reductions
     pursuant to this Section 3.03, on each date after the Initial Borrowing
     Date upon which a mandatory repayment of Term Loans, a mandatory reduction
     to the Total Tranche A Term Loan Commitment and/or a mandatory reduction to
     the Total Tranche C Term Loan Commitment pursuant to any of Sections
     4.02(c) through (h), inclusive, or Section 4.02(m) is required (and exceeds
     in amount the aggregate principal amount of Term Loans then outstanding
     plus the sum of (1) the Total Tranche A Term Loan Commitment then in effect
     and (2) the Total Tranche C Term Loan Commitment then in effect) or would
     be required if Term Loans were then outstanding, the Total Tranche A Term
     Loan Commitment was then in effect and/or the Total Tranche C Term Loan
     Commitment was then in effect, the Total Revolving Loan Commitment shall be
     permanently reduced by the amount, if any, by which the amount required to
     be applied pursuant to said Sections (determined as if an unlimited amount
     of Term Loans were actually outstanding) exceeds the aggregate principal
     amount of Term Loans then outstanding plus the sum of (1) the Total Tranche
     A Term Loan Commitment then in effect and (2) the Total Tranche C Term Loan
     Commitment then in effect."

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<PAGE>

          11. Section 3.03(f) of the Credit Agreement is hereby deleted and the
following new Section 3.03(f) is inserted in lieu thereof:

              "(f) Each reduction to, or termination of, the Total Tranche A
     Term Loan Commitment, the Total Tranche B Term Loan Commitment, the Total
     Tranche C Term Loan Commitment and the Total Revolving Loan Commitment
     pursuant to this Section 3.03 shall be applied to proportionately reduce or
     terminate the Tranche A Term Loan Commitment, the Tranche B Term Loan
     Commitment, the Tranche C Term Loan Commitment and the Revolving Loan
     Commitment, as the case may be, of each Lender with such a Commitment."

          12. Section 4.01 of the Credit Agreement is hereby deleted and the
following new Section 4.01 is inserted in lieu thereof:

              "4.01 Voluntary Prepayments. The Borrower shall have the right to
     prepay the Loans, without premium (except as otherwise provided below) or
     penalty, in whole or in part at any time and from time to time on the
     following terms and conditions: (i) the Borrower shall give the
     Administrative Agent prior to 1:00 P.M. (Boston, Massachusetts time) at the
     Notice Office (x) at least one Business Day's prior written notice (or
     telephonic notice promptly confirmed in writing) of its intent to prepay
     Base Rate Loans (or same day notice in the case of a prepayment of
     Swingline Loans) and (y) at least three Business Days' prior written notice
     (or telephonic notice promptly confirmed in writing) of its intent to
     prepay Eurodollar Loans, which notice (in each case) shall specify whether
     Tranche A Term Loans, Tranche B Term Loans, Tranche C Term Loans, Revolving
     Loans or Swingline Loans shall be prepaid, the amount of such prepayment
     and the Types of Loans to be prepaid and, in the case of Eurodollar Loans,
     the specific Borrowing or Borrowings pursuant to which made, and which
     notice the Administrative Agent shall, except in the case of Swingline
     Loans, promptly transmit to each of the Lenders; (ii)(x) each partial
     prepayment of Loans (other than Swingline Loans) pursuant to this Section
     4.01 shall be in an aggregate principal amount of at least $250,000 or an
     integral multiple of $50,000 in excess thereof and (y) each partial
     prepayment of Swingline Loans pursuant to this Section 4.01 shall be in an
     aggregate principal amount of at least $50,000 or an integral multiple of
     $10,000 in excess thereof, provided that if any partial prepayment of
     Eurodollar Loans made pursuant to any Borrowing shall reduce the
     outstanding principal amount of Eurodollar Loans made pursuant to such
     Borrowing to an amount less than the Minimum Borrowing Amount applicable
     thereto, then such Borrowing may not be continued as a Borrowing of
     Eurodollar Loans and any election of an Interest Period with respect
     thereto given by the Borrower shall have no force or effect; (iii) each
     prepayment pursuant to this Section 4.01 in respect of any Loans made
     pursuant to a Borrowing shall be applied pro rata among such Loans,
     provided that at the Borrower's election in connection with any prepayment
     of Revolving Loans pursuant to this Section 4.01, such prepayment shall
     not, so long as no Default or Event of Default then exists, be applied to
     any Revolving Loan of a Defaulting Lender; (iv) except to the extent that a
     B Lender or a

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     C Lender has waived its pro rata share of any such prepayment pursuant to
     Section 4.02(k), each voluntary prepayment of Term Loans pursuant to this
     Section 4.01 shall be applied pro rata to each Tranche of outstanding Term
     Loans, with the Tranche A Term Loans to be allocated the Tranche A Term
     Loan Percentage of the amount of such prepayment, the Tranche B Term Loans
     to be allocated the Tranche B Term Loan Percentage of the amount of such
     prepayment and the Tranche C Term Loans to be allocated the Tranche C Term
     Loan Percentage of the amount of such prepayment, provided, however, so
     long as any Tranche A Term Loans are then outstanding, the Borrower may
     elect (as specified in the notice of prepayment given pursuant to this
     Section 4.01) to have such prepayment applied solely to the then
     outstanding Tranche A Term Loans; (v) each voluntary prepayment of any
     Tranche of Term Loans pursuant to this Section 4.01 shall be applied (x) in
     the case of Tranche A Term Loans, (1) first, to reduce the then remaining
     Tranche A Term Loan Scheduled Repayments (other than the final Tranche A
     Term Loan Scheduled Repayment) on a pro rata basis (based upon the
     remaining unpaid principal amounts of such Tranche A Term Loan Scheduled
     Repayments after giving effect to all prior reductions thereto, but
     determined without regard to the final Tranche A Term Loan Scheduled
     Repayment) and (2) second, to the extent in excess thereof, to reduce the
     final Tranche A Term Loan Scheduled Repayment, (y) in the case of Tranche B
     Term Loans, to reduce the then remaining Tranche B Term Loan Scheduled
     Repayments on a pro rata basis (based upon the then remaining unpaid
     principal amounts of such Tranche B Term Loan Scheduled Repayments after
     giving effect to all prior reductions thereto), and (z) in the case of
     Tranche C Term Loans, to reduce the then remaining Tranche C Term Loan
     Scheduled Repayments on a pro rata basis (based upon the then remaining
     unpaid principal amounts of such Tranche C Term Loan Scheduled Repayments
     after giving effect to all prior reductions thereto); and (vi) in the case
     of any voluntary prepayment of Tranche B Term Loans or Tranche C Term Loans
     pursuant to this Section 4.01 (x) made on or prior to November 12, 2000,
     such prepayment shall be an amount equal to the product of (A) the
     principal amount specified pursuant to clause (i) of this Section 4.01 to
     be allocated to such Tranche of Term Loans multiplied by (B) 102% and (y)
     made after November 12, 2000 and on or prior to November 12, 2001, such
     prepayment shall be an amount equal to the product of (A) the principal
     amount specified pursuant to clause (i) of this Section 4.01 to be
     allocated to such Tranche of Term Loans multiplied by (B) 101%."

          13. Section 4.02(b) of the Credit Agreement is hereby amended by (i)
inserting the text "and the Tranche C Term Loan Scheduled Repayments"
immediately after the text "together with the Tranche B Term Loan Scheduled
Repayments" appearing in the parenthetical of clause (ii) thereof and (ii)
inserting the following new clause (iii) at the end thereof:

              "(iii) In addition to any other mandatory repayments pursuant to
     this Section 4.02, on each date set forth below, the Borrower shall be
     required to repay that principal amount of Tranche C Term Loans, to the
     extent then outstanding, as is set forth opposite such date below (each
     such repayment, as the same may be reduced as

                                      -6-
<PAGE>

     provided below in this clause (iii) and as provided in Sections 4.01 and
     4.02(i), a "Tranche C Term Loan Scheduled Repayment"):

                 Tranche C Term Loan
              Scheduled Repayment Date                Amount
              ------------------------                ------
                  February 1, 2000                  $102,500
                  May 1, 2000                       $102,500
                  August 1, 2000                    $102,500
                  November 1, 2000                  $102,500

                  February 1, 2001                  $102,500
                  May 1, 2001                       $102,500
                  August 1, 2001                    $102,500
                  November 1, 2001                  $102,500

                  February 1, 2002                  $102,500
                  May 1, 2002                       $102,500
                  August 1, 2002                    $102,500
                  November 1, 2002                  $102,500

                  February 1, 2003                  $102,500
                  May 1, 2003                       $102,500

                  Tranche C Term Loan
                  Maturity Date                  $39,565,000.

          If at the time of the termination of the Total Tranche C Term Loan
     Commitment (and after giving effect to the incurrence of any Tranche C Term
     Loans at such time) the Borrower has not theretofore incurred $41,000,000
     of Tranche C Term Loans, then each of the Tranche C Term Loan Scheduled
     Repayments set forth in the table above in this clause (iii) shall be
     reduced on a pro rata basis (based on the relative proportion that the
     amount of each such Tranche C Term Loan Scheduled Repayment as set forth in
     such table above bears to the aggregate amount of all such Tranche C Term
     Loan Scheduled Repayments)."

          14. Section 4.02(c) of the Credit Agreement is hereby amended by
deleting the last parenthetical appearing therein and inserting the following
new parenthetical in lieu thereof:

              "(and/or, if the Total Tranche A Term Loan Commitment or the Total
     Tranche C Term Loan Commitment has not yet been terminated, as a mandatory
     reduction to the Total Tranche A Term Loan Commitment and/or the Total
     Tranche C Term Loan Commitment, as the case may be)".

          15. Section 4.02(d) of the Credit Agreement is hereby amended by (i)
deleting the text "Effective Date" appearing in the first parenthetical thereof
and inserting the text "First

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<PAGE>

Amendment Effective Date" in lieu thereof and (ii) deleting the last
parenthetical appearing therein and inserting the following new parenthetical in
lieu thereof:

     "(and/or, if the Total Tranche A Term Loan Commitment or the Total Tranche
     C Term Loan Commitment has not yet been terminated, as a mandatory
     reduction to the Total Tranche A Term Loan Commitment and/or the Total
     Tranche C Term Loan Commitment, as the case may be)".

          16. Section 4.02(e) of the Credit Agreement is hereby amended by
deleting the first, third and last parentheticals appearing therein and
inserting, in each case, the following new parenthetical in lieu thereof:

     "(and/or, if the Total Tranche A Term Loan Commitment or the Total Tranche
     C Term Loan Commitment has not yet been terminated, as a mandatory
     reduction to the Total Tranche A Term Loan Commitment and/or the Total
     Tranche C Term Loan Commitment, as the case may be)".

          17. Section 4.02(g) of the Credit Agreement is hereby amended by
deleting the first, third and last parentheticals appearing therein and
inserting, in each case, the following new parenthetical in lieu thereof:

     "(and/or, if the Total Tranche A Term Loan Commitment or the Total Tranche
     C Term Loan Commitment has not yet been terminated, as a mandatory
     reduction to the Total Tranche A Term Loan Commitment and/or the Total
     Tranche C Term Loan Commitment, as the case may be)".

          18. Section 4.02(h) of the Credit Agreement is hereby amended by
deleting the fourth, sixth and last parentheticals appearing therein and
inserting, in each case, the following new parenthetical in lieu thereof:

     "(and/or, if the Total Tranche A Term Loan Commitment or the Total Tranche
     C Term Loan Commitment has not yet been terminated, as a mandatory
     reduction to the Total Tranche A Term Loan Commitment and/or the Total
     Tranche C Term Loan Commitment, as the case may be)".

          19. Section 4.02(i) of the Credit Agreement is hereby deleted and the
following new Section 4.02(i) is inserted in lieu thereof:

              "(i) Any amount required to be applied to outstanding Term Loans,
     the Total Tranche A Term Loan Commitment and/or to the Total Tranche C Term
     Loan Commitment pursuant to Sections 4.02(c), (d), (e), (f), (g), (h) and
     (m) shall be applied (i) first, to repay the outstanding principal amount
     of Term Loans of the respective Tranche in accordance with the immediately
     succeeding sentence and (ii) second, to the extent all outstanding Term
     Loans have been repaid in full, to reduce the Total Tranche A Term Loan
     Commitment and the Total Tranche C Term Loan Commitment in accordance with
     the immediately succeeding sentence. Each amount

                                      -8-
<PAGE>

     required to be applied to outstanding Term Loans and/or to reduce the Total
     Tranche A Term Loan Commitment and the Total C Term Loan Commitment
     pursuant to Sections 4.02(c), (d), (e), (f), (g), (h) and (m) shall be
     applied pro rata to each Tranche of Term Loans, with the Tranche A Term
     Loans or the Total Tranche A Term Loan Commitment, as the case may be, to
     be allocated the Tranche A Term Loan Percentage of the amount of such
     repayment, the Tranche B Term Loans to be allocated the Tranche B Term Loan
     Percentage of the amount of such repayment, and the Tranche C Term Loans or
     the Total Tranche C Term Loan Commitment, as the case may be, to be
     allocated the Tranche C Term Loan Percentage of the amount of such
     repayment. The amount of each principal repayment of each Tranche of Term
     Loans and the amount of each reduction to the Total Tranche A Term Loan
     Commitment and the Total Tranche C Term Loan Commitment made as required by
     said Sections 4.02(c), (d), (e), (f), (g), (h) and (m) shall be applied (x)
     in the case of Tranche A Term Loans, (1) first, to reduce the then
     remaining Tranche A Term Loan Scheduled Repayments (other than the final
     Tranche A Term Loan Scheduled Repayment) on a pro rata basis (based upon
     the remaining unpaid principal amounts of such Tranche A Term Loan
     Scheduled Repayments after giving effect to all prior reductions thereto,
     but determined without regard to the final Tranche A Term Loan Scheduled
     Repayment) and (2) second, to the extent in excess thereof, to reduce the
     final Tranche A Term Loan Scheduled Repayment, (y) in the case of Tranche B
     Term Loans, to reduce the then remaining Tranche B Term Loan Scheduled
     Repayments on a pro rata basis (based upon the then remaining unpaid
     principal amounts of such Tranche B Term Loan Scheduled Repayments after
     giving effect to all prior reductions thereto), and (z) in the case of
     Tranche C Term Loans, to reduce the then remaining Tranche C Term Loan
     Scheduled Repayments on a pro rata basis (based upon the then remaining
     unpaid principal amounts of such Tranche C Term Loan Scheduled Repayments
     after giving effect to all prior reductions thereto)."

          20. Section 4.02(k) of the Credit Agreement is hereby deleted and the
following new Section 4.02(k) is inserted in lieu thereof:

              "(k) Notwithstanding anything to the contrary contained in Section
     4.01, this Section 4.02 or elsewhere in this Agreement (including, without
     limitation, in Section 13.12), at any time that Tranche A Term Loans are
     outstanding or the Total Tranche A Term Loan Commitment remains in effect,
     the Borrower shall have the option, in its sole discretion, to give the
     Lenders with outstanding Tranche B Term Loans (the "B Lenders") and the
     Lenders with outstanding Tranche C Term Loans (the "C Lenders") the option
     to waive their pro rata share of a voluntary prepayment or mandatory
     repayment of Tranche B Term Loans and Tranche C Term Loans which is to be
     made pursuant to Section 4.01 or Sections 4.02(c), (d), (e), (f), (g), (h)
     and/or (m), as the case may be (each such prepayment or repayment, a
     "Waivable Repayment"), in each case upon the terms and provisions set forth
     in this Section 4.02(k). If the Borrower elects to exercise the option
     referred to in the immediately preceding sentence, the Borrower shall give
     to the Administrative Agent written notice of the Borrower's intention to
     give the B Lenders and the C Lenders the right

                                      -9-
<PAGE>

     to waive a Waivable Repayment (including in such notice, the aggregate
     amount of such proposed prepayment or repayment, as the case may be) at
     least five Business Days prior to the date of the proposed prepayment or
     repayment, as the case may be, which notice the Administrative Agent shall
     promptly forward to all B Lenders and all C Lenders (indicating in such
     notice the amount of such prepayment or repayment, as the case may be, to
     be applied to each such B Lender's outstanding Tranche B Term Loans and
     each such C Lender's outstanding Tranche C Term Loans). The Borrower's
     offer to permit the B Lenders and the C Lenders to waive any such Waivable
     Repayment may apply to all or part of such prepayment or repayment, as the
     case may be, provided that any offer to waive part of such prepayment or
     repayment, as the case may be, must be made ratably to the B Lenders and
     the C Lenders on the basis of their outstanding Tranche B Term Loans and
     outstanding Tranche C Term Loans. In the event that any such B Lender or C
     Lender desires to waive its pro rata share of such Lender's right to
     receive any such Waivable Repayment in whole or in part, such Lender shall
     so advise the Administrative Agent no later than 5:00 P.M. (Boston,
     Massachusetts time) on the date which is two Business Days after the date
     of such notice from the Administrative Agent, which notice shall also
     include the amount such Lender desires to receive in respect of such
     prepayment or repayment, as the case may be. If any B Lender or C Lender
     does not reply to the Administrative Agent within such two Business Day
     period, such Lender will be deemed not to have waived any part of such
     prepayment or repayment, as the case may be. If any B Lender or C Lender
     does not specify an amount it wishes to receive, such B Lender or C Lender
     will be deemed to have accepted 100% of its share of such prepayment or
     repayment, as the case may be. In the event that any such B Lender or C
     Lender waives all or part of its share of any such Waivable Repayment
     (determined without regard to any premium that such B Lender or C Lender
     might otherwise be entitled to), the Administrative Agent shall apply 100%
     of the amount so waived by such Lender to the outstanding Tranche A Term
     Loans and/or the Total Tranche A Term Loan Commitment in accordance with
     Section 4.01 or Sections 4.02(i) and (j), as the case may be."

          21. Section 4.02 of the Credit Agreement is hereby amended by
inserting the following new clause (m) at the end thereof:

              "(m) In addition to any other mandatory repayments pursuant to
     this Section 4.02, on each date on which Holdings or any of its
     Subsidiaries receives any cash proceeds from any purchase price adjustment
     under the ShopRite (Pennington) Merger Agreement, an amount equal to 100%
     of the cash proceeds from such purchase price adjustment shall be applied
     as a mandatory repayment of principal of outstanding Term Loans (and/or, if
     the Total Tranche A Term Loan Commitment or the Total Tranche C Term Loan
     Commitment has not yet been terminated, as a mandatory reduction to the
     Total Tranche A Term Loan Commitment or the Total Tranche C Term Loan
     Commitment, as the case may be) in accordance with the requirements of
     Sections 4.02(i) and (j)."


                                      -10-
<PAGE>

          22. Section 7.08(b) of the Credit Agreement is hereby amended by
inserting the following new sentences at the end thereof:

              "All proceeds of the Tranche C Term Loans incurred on the First
     Amendment Effective Date will be used by the Borrower to make a
     Borrower/BVNJ Intercompany Loan in an aggregate principal amount not to
     exceed $36,000,000 to finance the purchase price for the ShopRite
     (Pennington) Merger, to repay $1,000,000 of existing Indebtedness of BVNJ
     and to pay the fees and expenses in connection therewith. All proceeds of
     the Tranche C Term Loans incurred on the Second Tranche C Term Loan
     Borrowing Date will be used by the Borrower to pay, in part, one-time
     charges incurred in either the Borrower's third or fourth fiscal quarter in
     fiscal year 1999 for employee severance costs in connection with the
     Borrower's early retirement program."

          23. Section 7.14 of the Credit Agreement is hereby amended by (i)
inserting the reference to clause "(a)" immediately following the text "7.14
Subsidiaries" appearing therein, (ii) deleting each reference to "Schedule VI"
appearing therein and inserting in each case the text "Schedule VI-A" in lieu
thereof and (iii) inserting the following new clause (b) at the end thereof:

              "(b) As of the First Amendment Effective Date, the corporations,
      partnerships and limited liability companies listed on Schedule VI-B are
      all of the Subsidiaries of Holdings. Schedule VI-B correctly sets forth,
      as of the First Amendment Effective Date, the percentage ownership (direct
      or indirect) of Holdings in each class of capital stock or other equity of
      each of its Subsidiaries and also identifies the direct owner thereof."

          24. Section 7.25 of the Credit Agreement is hereby amended by deleting
clause (d) thereof and inserting the following new clause (d) in lieu thereof:

              "(d) Dixx Mart has no significant assets (other than 99% of the
      outstanding equity interests of BVNJ) or liabilities and engages in no
      business activities other than those incidental to its ownership of such
      equity interests."

          25. Section 8.01(b) of the Credit Agreement is hereby amended by
deleting the words "stand-alone" appearing therein and inserting the word
"consolidated" in lieu thereof.

          26. Section 8.01(c) of the Credit Agreement is hereby amended by
deleting the words "stand-alone" appearing therein and inserting the word
"consolidated" in lieu thereof.

          27. Section 8 of the Credit Agreement is hereby amended by inserting
the following new Section 8.15 at the end thereof:

              8.15 Intercompany Loans. The Borrower shall cause BVNJ to either
     pay all interest on up to $36,000,000 of the initial Borrower/BVNJ
     Intercompany Loan made on the First Amendment Effective Date (plus any
     interest accrued

                                      -11-
<PAGE>

     thereon) in-kind rather than in cash or cause all such interest to continue
     to accrue at the rate provided for in the Borrower/BVNJ Loan Agreement;
     provided, however, that interest on additional Borrower/BVNJ Intercompany
     Loans made after the First Amendment Effective Date and on the intercompany
     note referred to in Section 9.05(xviii) may be paid in cash.

          28. Section 9.01 of the Credit Agreement is hereby amended by (i)
deleting the word "and" appearing at the end of clause (xiv) thereof, (ii)
deleting the period appearing at the end of clause (xv) thereof and inserting a
semi-colon in lieu thereof and (iii) inserting the following new clauses (xvi)
and (xvii) at the end thereof:

              "(xvi) Liens on the assets of ShopRite Pennington in existence on
     the First Amendment Effective Date which are listed, and the property
     subject thereto described, in Schedule XI, without giving effect to any
     renewals, replacements or extensions thereof; and

              (xvii) Liens created in favor of the Borrower pursuant to the
     Borrower/BVNJ Intercompany Security Agreement."

          29. Section 9.02 of the Credit Agreement is hereby amended by (i)
deleting the word "and" appearing at the end of clause (x) thereof, (ii)
deleting the period appearing at the end of clause (xi) thereof and inserting
the text "; and" in lieu thereof and (iii) inserting the following new clause
(xii) immediately following clause (xi) thereof:

              "(xii) the ShopRite (Pennington) Merger shall be permitted."

          30. Section 9.04 of the Credit Agreement is hereby amended by (i)
deleting the word "and" appearing at the end of clause (xiii) thereof, (ii)
deleting the period appearing at the end of clause (xiv) thereof and inserting a
semi-colon in lieu thereof and (iii) inserting the following new clauses (xv),
(xvi) and (xvii) at the end thereof:

              "(xv) up to $425,000 of existing Indebtedness of ShopRite
     Pennington assumed in connection with the ShopRite (Pennington) Merger and
     listed on Schedule XII (as reduced by any permanent repayment of principal
     thereof), without giving effect to any subsequent extension, renewal or
     refinancing thereof, except to the extent set forth on Schedule XII,
     provided that the aggregate principal amount of the Indebtedness to be
     extended, renewed or refinanced does not increase from that amount
     outstanding at the time of any such extension, renewal or refinancing;

              (xvi) intercompany Indebtedness of BVNJ owing to the Borrower
     under the Borrower/BVNJ Intercompany Loan Agreement to the extent permitted
     by Sections 9.05(xvii) and (xviii) so long as (i) all of the terms and
     conditions of the Borrower/BVNJ Intercompany Loan Agreement are
     satisfactory to the Agents and (ii) such Indebtedness, and the related
     security pledged and assigned pursuant to the Borrower/BVNJ Intercompany
     Security Agreement, remain pledged and assigned to the Collateral Agent
     pursuant to the respective Security Documents; and

                                      -12-
<PAGE>

              (xvii) Indebtedness of the Borrower under the ShopRite
     (Pennington) Seller Subordinated Notes in an aggregate principal amount not
     to exceed $1,500,000 (as reduced by any repayments of principal thereof)."

          31. Section 9.05 of the Credit Agreement is hereby amended by (i)
deleting the word "and" appearing at the end of clause (xiv) thereof, (ii)
deleting the period appearing at the end of clause (xv) thereof and inserting a
semi-colon in lieu thereof and (iii) inserting the following new clauses (xvi),
(xvii), (xviii) and (xix) at the end thereof:

              "(xvi) the ShopRite (Pennington) Merger shall be permitted;

              (xvii) the Borrower may (i) make a $36,000,000 intercompany loan
     to BVNJ on the First Amendment Effective Date and (ii) make additional
     intercompany loans to BVNJ from time to time thereafter in an aggregate
     principal amount not to exceed $2,000,000 in any fiscal year, in each case
     pursuant to the Borrower/BVNJ Intercompany Loan Agreement and so long as
     all such intercompany loans are evidenced by a Borrower/BVNJ Intercompany
     Note and are secured by the Borrower/BVNJ Intercompany Security Agreement;

              (xviii) BVNJ may issue an intercompany note to the Borrower on the
     First Amendment Effective Date in an aggregate principal amount equal to
     the aggregate principal amount of the ShopRite (Pennington) Seller
     Subordinated Notes so long as such intercompany note is issued pursuant to
     the Borrower/BVNJ Intercompany Loan Agreement and is secured by the
     Borrower/BVNJ Intercompany Security Agreement; and

              (xix) on the First Amendment Effective Date, (i) the Borrower may
     contribute $1,000 in cash to BVNJ and (ii) the Borrower may contribute
     $9,900 in cash to Dixx Mart, who shall, in turn, contribute same to BVNJ."

          32. Section 9.07(a) of the Credit Agreement is hereby amended by
deleting the reference to "$15,000,000" set forth opposite the text "December,
2000" appearing in the table therein and inserting the text "$30,000,000" in
lieu thereof.

          33. Section 9.12 of the Credit Agreement is hereby amended by
inserting the following new clause (c) at the end thereof:

              (c) No Credit Agreement Party will, nor will it permit any of its
     Subsidiaries to, (i) make (or give any notice in respect of) any voluntary
     or optional payment or prepayment on or redemption or acquisition for value
     of, or any prepayment or redemption as a result of any asset sale, change
     of control or similar event of (including in each case, without limitation,
     by way of depositing with the trustee with respect thereto or any other
     Person money or securities before due for the purpose of paying when due),
     any ShopRite (Pennington) Seller Subordinated Notes, (ii) make (or give any
     notice in respect of) any payment (other than regularly scheduled
     amortization payments), prepayment, redemption or acquisition for value of

                                      -13-
<PAGE>

     (including, without limitation, by way of depositing with the trustee with
     respect thereto or any other Person money or securities before due for the
     purpose of paying when due) the initial $36,000,000 Borrower/BVNJ
     Intercompany Loan made on the First Amendment Effective Date (including any
     interest accrued thereon except as provided in Section 8.16), or (iii)
     amend or modify, or permit the amendment or modification of, any provision
     of (A) the ShopRite (Pennington) Seller Subordinated Notes or (B) any of
     the Borrower/BVNJ Intercompany Agreements."

          34. Section 9.13 of the Credit Agreement is hereby amended by deleting
the text "Sections 9.01(iii), (vi) and (vii)" appearing at the end of clause (x)
thereof and inserting "Sections 9.01(iii), (vi), (vii) and (xvi)" in lieu
thereof.

          35. Section 9.15 of the Credit Agreement is hereby amended by deleting
clause (e) thereof and inserting the following new clause (e) in lieu thereof:

              "(e) Dixx Mart shall engage in no business other than its
     ownership of 99% of the outstanding equity interests of BVNJ and activities
     incidental to its ownership of such equity interests."

          36. Section 9.16(c) of the Credit Agreement is hereby amended by (i)
deleting the reference to "Schedule VI" appearing therein and inserting the text
"Schedule VI-B" in lieu thereof and (ii) inserting the following new sentence at
the end of such Section 9.16(c):

              "Notwithstanding the foregoing, (i) BVNJ shall not be required to
          execute and deliver any Credit Document so long as (and to the extent
          that) it is prohibited from doing so under the Senior Subordinated
          Note Documents and the Junior Subordinated Note Documents and (ii) the
          99% of the equity interest in BVNJ held by Dixx Mart shall not be
          required to be pledged as security for the Obligations so long as (and
          to the extent that) such pledge is prohibited under the Senior
          Subordinated Note Documents and the Junior Subordinated Note
          Documents.".

          37. The paragraph immediately following Section 10.11 of the Credit
Agreement is hereby amended by inserting the words ", C TL Commitment
Commission" immediately following the words "A TL Commitment Commission"
appearing in clause (i) thereof.

          38. The definition of "Adjusted Consolidated Net Income" appearing in
Section 11.01 of the Credit Agreement is hereby amended by deleting the
parenthetical appearing in clause (ii) of the first sentence thereof and
inserting the following new parenthetical in lieu thereof:

                   "(and/or, if the Total Tranche A Term Loan Commitment or the
                   Total Tranche C Term Loan Commitment has not yet been
                   terminated, reduce the Total Tranche A Term Loan Commitment
                   or the Total Tranche C Term Loan Commitment, as the case may
                   be)".

                                      -14-
<PAGE>

          39. The definition of "Applicable Base Rate Margin" appearing in
Section 11.01 of the Credit Agreement is hereby amended by (i) deleting the word
"and" appearing at the end of clause (a) thereof, (ii) deleting the percentage
"2.50%" appearing in clause (b) thereof and inserting the percentage "2.75%" in
lieu thereof, (iii) deleting the period appearing at the end of clause (b)
thereof and inserting "; and" in lieu thereof and (iv) inserting the following
new clause (c) immediately following clause (b) thereof:

              "(c) in the case of Tranche C Term Loans maintained as Base Rate
     Loans, 3.00%."

          40. The definition of "Applicable Eurodollar Rate Margin" appearing in
Section 11.01 of the Credit Agreement is hereby amended by (i) deleting the word
"and" appearing at the end of clause (a) thereof, (ii) deleting the percentage
"3.50%" appearing in clause (b) thereof and inserting the percentage "3.75%" in
lieu thereof, (iii) deleting the period appearing at the end of clause (b)
thereof and inserting "; and" in lieu thereof, and (iv) inserting the following
new clause (c) immediately following clause (b) thereof:

              "(c) in the case of Tranche C Term Loans maintained as Eurodollar
     Loans, 4.00%."

          41. The definition of "Commitment" appearing in Section 11.01 of the
Credit Agreement is hereby amended by inserting the following text immediately
after the words "Tranche B Term Loan Commitment" appearing therein:

              ", the Tranche C Term Loan Commitment".

          42. The definition of "Consolidated EBITDA" appearing in Section 11.01
of the Credit Agreement is hereby amended by (i) deleting the word "and"
appearing at the end of clause (x)(iii) of the first sentence thereof and
inserting a comma in lieu thereof and (ii) inserting the following text
immediately following the words "of this Agreement" appearing in clause (x)(iv)
of the first sentence thereof:

          "and the consummation of the ShopRite (Pennington) Merger and (v) for
          purposes of Sections 9.08, 9.09, 9.10 and 9.11 only (but not for
          purposes of the definitions of Applicable Base Rate Margin and
          Applicable Eurodollar Rate Margin), up to $8,500,000 of one-time
          charges incurred in either the Borrower's third or fourth fiscal
          quarter in fiscal year 1999 for employee severance costs in connection
          with the Borrower's early retirement program".

          43. The definition of "Consolidated Interest Expense" appearing in
Section 11.01 of the Credit Agreement is hereby amended by inserting "and the
ShopRite (Pennington) Merger" immediately after the words "to this Agreement"
appearing in clause (i) of the proviso thereof.

          44. The definition of "Leverage Ratio" appearing in Section 11.01 of
the Credit Agreement is hereby amended by inserting the following new sentence
at the end thereof:

                                      -15-
<PAGE>

          "Notwithstanding anything to the contrary contained in this Agreement,
          for purposes of calculating the Leverage Ratio only at any time prior
          to the one-year anniversary of the First Amendment Effective Date,
          Consolidated EBITDA for any portion of a Test Period ended prior to
          the First Amendment Effective Date shall be calculated on a pro forma
          basis as if the ShopRite (Pennington) Merger (and the related
          financing) had occurred on the date which is one year prior to the
          First Amendment Effective Date (and giving pro forma effect to
          factually supportable and identifiable cost savings and expenses which
          would otherwise be accounted for as an adjustment pursuant to Article
          11 of Regulation S-X under the Securities Act)."

          45. The definition of "Loan" appearing in Section 11.01 of the Credit
Agreement is hereby amended by inserting the following text immediately after
the words "each Tranche B Term Loan," appearing therein:

              "each Tranche C Term Loan,".

          46. The definition of "Maturity Date" appearing in Section 11.01 of
the Credit Agreement is hereby amended by inserting the following text
immediately after the words "the Tranche B Term Loan Maturity Date," appearing
therein:

              "the Tranche C Term Loan Maturity Date,".

          47. The definition of "Note" appearing in Section 11.01 of the Credit
Agreement is hereby amended by inserting the following text immediately after
the words "each Tranche B Term Note," appearing therein:

              "each Tranche C Term Note,".

          48. The definition of "Required Lenders" appearing in Section 11.01 of
the Credit Agreement is hereby amended by inserting the words "and Tranche C
Term Loan Commitments" immediately following the words "Tranche A Term Loan
Commitments" appearing in the first and third parentheticals thereof.

          49. The definition of "Term Loan" appearing in Section 11.01 of the
Credit Agreement is hereby deleted and the following new definition of "Term
Loan" is inserted in lieu thereof:

              "Term Loan" shall mean each Tranche A Term Loan, each Tranche B
     Term Loan and each Tranche C Term Loan.

          50. The definition of "Tranche" appearing in Section 11.01 of the
Credit Agreement is hereby deleted and the following new definition of "Tranche"
is inserted in lieu thereof:

              "Tranche" shall mean the respective facility and commitments
     utilized in making Loans hereunder, with there being five separate
     Tranches, i.e., Tranche A

                                      -16-
<PAGE>

     Term Loans, Tranche B Term Loans, Tranche C Term Loans, Revolving Loans and
     Swingline Loans.

          51. The definition of "Tranche A Term Loan Percentage" appearing in
Section 11.01 of the Credit Agreement is hereby amended by (i) inserting the
text "the sum of (i)" immediately prior to the text "the Total Tranche A Term
Loan Commitment" appearing in the second clause (y) thereof and (ii) inserting
the text "and (ii) the Total Tranche C Term Loan Commitment then in effect" at
the end of said definition.

          52. The definition of "Tranche B Term Loan Percentage" appearing in
Section 11.01 of the Credit Agreement is hereby amended by (i) inserting the
text "the sum of (i)" immediately prior to the text "the Total Tranche A Term
Loan Commitment" appearing therein and (ii) inserting the text "and (ii) the
Total Tranche C Term Loan Commitment then in effect" at the end of said
definition.

          53. Section 11.01 of the Credit Agreement is hereby further amended by
inserting the following new definitions in the appropriate alphabetical order:

              "BVNJ" shall mean BVNJ Partnership, L.P., a New Jersey limited
     partnership, 99% of which shall be owned by Dixx Mart as its limited
     partner and 1% of which shall be owned by the Borrower as its general
     partner."

              "Borrower/BVNJ Intercompany Agreements" shall mean each of the
     Borrower/BVNJ Intercompany Loan Agreement, the Borrower/BVNJ Intercompany
     Security Agreement, the Borrower/BVNJ Intercompany Note and each of the
     other documents related thereto.

              "Borrower/BVNJ Intercompany Loan" shall mean each intercompany
     loan made by the Borrower to BVNJ pursuant to the Borrower/BVNJ
     Intercompany Loan Agreement.

              "Borrower/BVNJ Intercompany Loan Agreement" shall mean the
     Intercompany Loan Agreement, dated as of November 12, 1999, between the
     Borrower and BVNJ, as same may be amended, modified or supplemented from
     time to time in accordance with the terms hereof and thereof.

              "Borrower/BVNJ Intercompany Notes" shall mean each of the
     intercompany notes issued pursuant to the Borrower/BVNJ Intercompany Loan
     Agreement.

              "Borrower/BVNJ Intercompany Security Agreement" shall mean the
     Intercompany Security Agreement, dated as of November 12, 1999, between the
     Borrower and BVNJ, as the same may be amended, modified or supplemented
     from time to time in accordance with the terms hereof and thereof.

              "C Lenders" shall have the meaning provided in Section 4.02(k).


                                      -17-
<PAGE>

              "C TL Commitment Commission" shall have the meaning provided in
     Section 3.01(g).

              "First Amendment" shall mean the First Amendment, dated as of
     November 12, 1999, to this Agreement.

              "First Amendment Effective Date" shall mean November 12, 1999 so
     long as all of the conditions precedent to the effectiveness of the First
     Amendment shall have been satisfied on such date.

              "Second Tranche C Term Loan Borrowing Date" shall mean a single
     date occurring after the First Amendment Effective Date in which the
     Borrower incurs Tranche C Term Loans for the purposes described in the
     third sentence of Section 7.08(b), which date must occur on or prior to the
     Tranche C Term Loan Availability Termination Date.

              "ShopRite Pennington" shall mean ShopRite of Pennington, Inc., a
     New Jersey corporation.

              "ShopRite (Pennington) Merger" shall mean the merger of ShopRite
     Pennington with and into BVNJ pursuant to, and in accordance with the terms
     of, the ShopRite (Pennington) Merger Agreement for an aggregate
     consideration of $36,350,000 to be paid to the existing shareholders (prior
     to such merger) of ShopRite Pennington, which merger consideration includes
     approximately $3,000,000 of working capital consisting of inventory and
     accounts receivables, the assumption of up to $425,000 of existing
     Indebtedness as set forth on Schedule XII and the issuance of the ShopRite
     (Pennington) Seller Subordinated Notes in an aggregate principal amount not
     to exceed $1,500,000.

              "ShopRite (Pennington) Merger Agreement" shall mean the Merger
     Agreement, dated as of November 12, 1999, among the Borrower, BVNJ and the
     shareholders of ShopRite Pennington.

              "ShopRite (Pennington) Seller Subordinated Notes" shall mean the
     unsecured subordinated notes issued by the Borrower to the stockholders of
     ShopRite Pennington pursuant to the ShopRite (Pennington) Merger Agreement.

              "Total Tranche C Term Loan Commitment" shall mean, at any time,
     the sum of the Tranche C Term Loan Commitments of each of the Lenders.

              "Tranche C Term Loan" shall have the meaning provided in Section
     1.01(f).

              "Tranche C Term Loan Availability Termination Date" shall mean
     December 12, 1999.


                                      -18-
<PAGE>

              "Tranche C Term Loan Borrowing Date" shall mean each of the First
     Amendment Effective Date and the Second Tranche C Term Loan Borrowing Date.

              "Tranche C Term Loan Commitment" shall mean, for each Lender, the
     amount set forth opposite such Lender's name in Schedule I directly below
     the column entitled "Tranche C Term Loan Commitment," as same may be (i)
     reduced from time to time pursuant to Sections 3.02, 3.03, 4.02 and/or 10
     or (ii) adjusted from time to time as a result of assignments to or from
     such Lender pursuant to Section 1.13 or 13.04(b).

              "Tranche C Term Loan Maturity Date" shall mean November 10, 2003.

              "Tranche C Term Loan Percentage" shall mean, at any time, a
     fraction (expressed as a percentage) the numerator of which is equal to the
     sum of (x) the aggregate principal amount of all Tranche C Term Loans
     outstanding at such time and (y) the Total Tranche C Term Loan Commitment
     then in effect and the denominator of which is equal to the sum of (x) the
     aggregate principal amount of all Term Loans outstanding at such time and
     (y) the sum of (i) the Total Tranche A Term Loan Commitment then in effect
     and (ii) the Total Tranche C Term Loan Commitment then in effect.

              "Tranche C Term Loan Scheduled Repayment" shall have the meaning
     provided in Section 4.02(b)(iii).

              "Tranche C Term Note" shall have the meaning provided in Section
     1.05(a).

          55. Section 13.06(b) of the Credit Agreement is hereby amended by
inserting the text "C TL Commitment Commission," immediately after the text "A
TL Commitment Commission," appearing therein.

          56. Section 13.07(c) of the Credit Agreement is hereby amended by
inserting the text "C TL Commitment Commission," immediately after each instance
the text "A TL Commitment Commission," appears therein.

          57. Section 13.12(a) of the Credit Agreement is hereby amended by
deleting the text "any Tranche A Term Loan Scheduled Repayment or Tranche B Term
Loan Scheduled Repayment," appearing therein and inserting the following text in
lieu thereof:

              "any Tranche A Term Loan Scheduled Repayment, Tranche B Term Loan
     Scheduled Repayment or Tranche C Term Loan Scheduled Repayment,".

          58. Section 13.17 of the Credit Agreement is hereby deleted and the
following new Section 13.17 is inserted in lieu thereof:

              13.17 Certain Agreements with Respect to the Senior Subordinated
     Notes and the Junior Subordinated Notes. Each Credit Agreement Party hereby
     (A) represents

                                      -19-
<PAGE>

     and warrants that (i) $46,666,667 of Term Loans may be incurred under this
     Agreement on the Initial Borrowing Date in reliance on clause (ii)(A) of
     the respective definition of "Permitted Indebtedness" contained in the
     Senior Subordinated Note Indenture and the Junior Subordinated Note
     Agreement, (ii) $25,000,000 of Revolving Loans, Swingline Loans and Letters
     of Credit in the aggregate incurred pursuant to the Total Revolving Loan
     Commitment as in effect on the Initial Borrowing Date may be incurred in
     reliance on clause (ii)(B) of the respective definition of "Permitted
     Indebtedness" contained in the Senior Subordinated Note Indenture and the
     Junior Subordinated Note Agreement, (iii) $13,333,333 of Term Loans may be
     incurred on the Initial Borrowing Date in reliance on clause (xiv) of the
     respective definition of "Permitted Indebtedness" contained in the Senior
     Subordinated Note Indenture and the Junior Subordinated Note Agreement,
     (iv) $36,000,000 of Tranche C Term Loans may be incurred on the First
     Amendment Effective Date and up to $1,500,000 of Indebtedness pursuant to
     the ShopRite (Pennington) Seller Subordinated Notes may be issued on the
     First Amendment Effective Date, in each case in reliance on the proviso to
     Section 4.12 of the Senior Subordinated Note Indenture and the proviso to
     Section 7E of the Junior Subordinated Note Agreement, (v) up to $425,000 of
     existing Indebtedness of ShopRite Pennington may be assumed on the First
     Amendment Effective Date, in each case in reliance on clause (vi) of the
     respective definition of "Permitted Indebtedness" contained in the Senior
     Subordinated Note Indenture and the Junior Subordinated Note Agreement, and
     (vi) up to $5,000,000 of Tranche C Term Loans may be incurred on the Second
     Tranche C Term Loan Borrowing Date in reliance on clause (xiv) of the
     respective definition of "Permitted Indebtedness" contained in the Senior
     Subordinated Note Indenture and the Junior Subordinated Note Agreement, and
     (B) agrees it will not take any position contrary to the representations
     and warranties set forth in preceding clause (A). In addition, each Credit
     Agreement Party (A) acknowledges and agrees that the Borrower will not be
     permitted to (i) incur any Tranche A Term Loans on any Additional Tranche A
     Term Loan Borrowing Date or any Tranche C Term Loans on the Second Tranche
     C Term Loan Borrowing Date unless such Tranche A Term Loans or Tranche C
     Term Loans, as the case may be, may be incurred in reliance on clause (xiv)
     of the respective definition of "Permitted Indebtedness" contained in the
     Senior Subordinated Note Indenture or the Junior Subordinated Note
     Agreement or (ii) incur any additional Revolving Loans, Swingline Loans or
     Letters of Credit pursuant to an increase in the Total Revolving Loan
     Commitment under Section 13.18 unless such additional extensions of credit
     are incurred in reliance on clauses (ii)(B) and/or (xiv) of each respective
     definition of "Permitted Indebtedness" contained in the Senior Subordinated
     Note Indenture or the Junior Subordinated Note Agreement and (B) covenants
     and agrees that it will take, and will cause each of its Subsidiaries to
     take, all such actions as may be necessary so as to ensure that all
     Indebtedness (including, without limitation, any Tranche A Term Loans
     incurred on any Additional Tranche A Term Loan Date, any Tranche C Term
     Loans incurred on the Second Tranche C Term Loan Borrowing Date and any
     incremental Revolving Loans, Swingline Loans and/or Letters of Credit
     incurred as a result of any increase to the Total Revolving Loan Commitment
     by operation of

                                      -20-
<PAGE>

     Section 13.18) incurred under this Agreement and the other Credit Documents
     shall, except as provided in clause (A)(iv) of the first sentence of this
     Section 13.17, always be permitted to be incurred under clauses (ii) and
     (xiv) of each respective definition of the "Permitted Indebtedness"
     contained in the Senior Subordinated Note Indenture and the Junior
     Subordinated Note Agreement without relying on any other provision of the
     Senior Subordinated Note Indenture or the Junior Subordinated Note
     Agreement.

          59. Schedule I to the Credit Agreement is hereby amended by inserting
therein the information set forth on Annex A hereto.

          60. The Credit Agreement is hereby further amended by (i) deleting the
reference to "Schedule VI" appearing on Schedule VI thereof and inserting the
text "Schedule VI-A" in lieu thereof and (ii) inserting a new Schedule VI-B
thereto in the form of Annex B hereto.

          61. The Credit Agreement is hereby further amended by adding Schedules
XI and XII thereto in the forms of Annexes C and D hereto, respectively.

          62. The Credit Agreement is hereby further amended by attaching
thereto as Exhibit B-5 the form of Exhibit B-5 attached hereto.

          63. Exhibit A of the Credit Agreement is hereby amended by inserting
the text "[Tranche C Term Loans]" immediately after the text "[Tranche B Term
Loans]" appearing in clause (iii) of the first paragraph thereof.

          64. Exhibit J of the Credit Agreement is hereby amended by (i)
inserting the following new clause (y) immediately following existing clause (y)
appearing in Section 1 thereof:

              "(y) in the case of any assignment of any portion of the
     Assignor's outstanding Tranche C Term Loans and Tranche C Term Loan
     Commitment, all rights and obligations with respect to the Assigned Share
     of such outstanding Tranche C Term Loans and Tranche C Term Loan
     Commitment,",

and (ii) redesignating existing clauses (x) and (y) appearing in Section 1
thereof as clauses (v) and (x), respectively.

          65. Exhibit J of the Credit Agreement is hereby further amended by (i)
inserting the following new clause (z) immediately following existing clause (z)
of Section 6 thereof:

              "(z) all C TL Commitment Commission (if applicable) of the
     Assigned Share of the Total Tranche C Term Loan Commitment at the rate
     specified in Item 10 of Annex I hereto",


                                      -21-
<PAGE>

and redesignating clauses (x), (y) and (z) of Section 6 as clauses (v), (x) and
(y), respectively.

          66. Annex I of Exhibit J of the Credit Agreement is hereby amended by
inserting the following column in Section 4 immediately to the right of the
second column of such Section 4:


            "Outstanding Principal of                "Tranche C Term Loan
            Tranche C Term Loans                     Commitment

            $_______________                         $_______________

            ________%                                ________%

            $______________                          $______________".


          67. Annex I of Exhibit J of the Credit Agreement is hereby amended by
inserting the following Section 10 (together with the related footnote)
immediately following existing Section 9 thereof:

          "10.  C TL Commitment
                Commission to
                the Assignee:          As set forth in Section 3.01(g) of the
                                       Credit Agreement (unless otherwise agreed
                                       to by the Assignor and the Assignee).(5)

(5)  Insert "Not Applicable" in lieu of text if no portion of the Total Tranche
     C Loan Commitment is being assigned or if same has been terminated.
     Otherwise the Borrower and the Administrative Agent shall, following
     recordation of such assignment by the Administrative Agent on the Register,
     direct the entire amount of the C TL Commitment Commission to the Assignee
     at the rate set forth in Section 3.01(g) of the Credit Agreement, with the
     Assignor and the Assignee effecting any agreed upon sharing of the C TL
     Commitment Commission through payment by the Assignee to the Assignor."

          68. The Borrower agrees that on or promptly after the First Amendment
Effective Date (as defined below), and at its own expense, the Borrower will
issue Tranche C Term Notes to those Lenders with Tranche C Term Loan Commitments
(or their assignees), which Tranche C Term Notes shall be in conformity with the
requirements of Section 1.05(g) of the Credit Agreement (as amended hereby).

          69. All parties hereto acknowledge and agree that all extensions of
credit pursuant to the Credit Agreement, as amended hereby, shall be entitled to
the benefits of the Guaranties and the Security Documents.

                                      -22-
<PAGE>

          70. All parties hereto acknowledge and agree, and the Security
Agreement is hereby amended to reflect, that (i) the term "Contracts" under, and
as defined in, the Security Agreement includes each of the Borrower/BVNJ
Intercompany Agreements and (ii) the term "Contract Rights" under, and as
defined in, the Security Agreement includes all rights, interests and claims of
the Borrower, whether now existing or hereafter arising, in connection with each
of the Borrower/BVNJ Intercompany Agreements and, accordingly, a security
interest in each of the Borrower/BVNJ Intercompany Agreements and all such
rights, interest and claims of the Borrower thereunder have been granted by the
Borrower pursuant to the terms of the Security Agreement.

          71. All parties hereto acknowledge and agree, and each of the Security
Agreement and the Pledge Agreement (as applicable) is hereby amended to reflect,
that (i) the term "General Intangibles" under, and as defined in, the Security
Agreement includes all of the partnership interests in BVNJ now or in the future
owned by the Borrower, (ii) the term "Partnership Interests" under, and as
defined in, the Pledge Agreement includes all of the partnership interest in
BVNJ now or in the future owned by the Borrower and (iii) the term "Pledged
Notes" under, and as defined in, the Pledge Agreement includes each
Borrower/BVNJ Intercompany Note from time to time issued to the Borrower
pursuant to the Borrower/BVNJ Intercompany Loan Agreement and, accordingly, a
security interest in all such partnership interests and promissory notes has
been granted by the Borrower pursuant to the terms of the Security Agreement and
the Pledge Agreement.

          72. In order to induce the Lenders to enter into this Amendment, each
Credit Agreement Party hereby represents and warrants that:

              (i)     all representations and warranties contained in the Credit
     Documents (including in this Amendment) are true and correct in all
     material respects on and as of the First Amendment Effective Date, both
     before and after giving effect to this Amendment (unless such
     representations and warranties relate to a specific earlier date, in which
     case such representations and warranties shall be true and correct in all
     material respects as of such earlier date);

              (ii)    there exists no Default or Event of Default on the First
     Amendment Effective Date, both before and after giving effect to this
     Amendment;

              (iii)   each Credit Agreement Party, BVNJ Partnership, L.P.
     ("BVNJ") and ShopRite Pennington has the corporate power and authority to
     execute, deliver and perform the terms and provisions of each of this
     Amendment, the ShopRite (Pennington) Merger Agreement and the Borrower/BVNJ
     Intercompany Agreements (collectively, the "Transaction Documents") to the
     extent that such Person is a party to each such Transaction Document, and
     has taken all necessary corporate action to authorize the execution,
     delivery and performance by it of each of such Transaction Documents. Each
     Credit Agreement Party, BVNJ and ShopRite Pennington has duly executed and
     delivered each of the Transaction Documents to which it is party, and each
     of such Transaction Documents constitutes its legal, valid and binding
     obligation enforceable in

                                      -23-
<PAGE>

     accordance with its terms, except to the extent that the enforceability
     thereof may be limited by applicable bankruptcy, insolvency,
     reorganization, moratorium or other similar laws generally affecting
     creditors' rights and by equitable principles (regardless of whether
     enforcement is sought in equity or at law);

              (iv)    neither the execution, delivery nor performance by any
     Credit Agreement Party, by BVNJ or by ShopRite Pennington of the
     Transaction Documents to which it is a party, nor compliance by it with the
     terms and provisions thereof, (i) will contravene any provision of any law,
     statute, rule or regulation or any order, writ, injunction or decree of any
     court or governmental instrumentality, (ii) will conflict with or result in
     any breach of any of the terms, covenants, conditions or provisions of, or
     constitute a default under, or result in the creation or imposition of (or
     the obligation to create or impose) any Lien (except pursuant to the
     Security Documents and/or the Borrower/BVNJ Intercompany Security
     Agreement) upon any of the property or assets of Holdings, any of its
     Subsidiaries or ShopRite Pennington pursuant to the terms of any indenture,
     mortgage, deed of trust, credit agreement or loan agreement (including,
     without limitation, the Senior Subordinated Note Indenture and the Junior
     Subordinated Note Agreement), or any other material agreement, contract or
     instrument, in each case to which Holdings, any of its Subsidiaries or
     ShopRite Pennington is a party or by which it or any of its property or
     assets is bound or to which it may be subject or (iii) will violate any
     provision of the certificate or articles of incorporation or by-laws (or
     equivalent organizational documents) of Holdings, any of its Subsidiaries
     or ShopRite Pennington;

              (v)     all necessary governmental (domestic and foreign) and
     third party approvals and/or consents in connection with the transactions
     contemplated by the Transaction Documents and otherwise referred to herein
     or therein shall have been obtained and remain in effect, and all
     applicable waiting periods shall have expired without any action being
     taken by any competent authority which restrains, prevents or imposes
     materially adverse conditions upon the consummation of the transactions
     contemplated by the Transaction Documents and otherwise referred to herein
     or therein. Additionally, there shall not exist any judgment, order,
     injunction or other restraint issued or filed or a hearing seeking
     injunctive relief or other restraint pending or notified prohibiting or
     imposing materially adverse conditions upon the consummation of the
     transactions contemplated by the Transaction Documents;

              (vi)    the consolidated balance sheet of ShopRite Pennington for
     its fiscal year and six-month period ended on January 2, 1999 and July 3,
     1999, respectively, and the related consolidated statements of income, cash
     flows and shareholders' equity of ShopRite Pennington for the fiscal year
     or six-month period, as the case may be, ended on such dates, copies of
     which have been furnished to the Lenders prior to the First Amendment
     Effective Date, present fairly in all material respects the financial
     position of ShopRite Pennington at the dates of such balance sheets and the
     consolidated results of the operations of ShopRite Pennington for the
     periods covered thereby. All of the foregoing historical financial
     statements have been prepared in accordance with generally accepted
     accounting principles consistently applied (except, in the case of the


                                      -24-
<PAGE>

     aforementioned six-month interim financial statements, for normal year-end
     audit adjustment and the absence of footnotes). The pro forma consolidated
     balance sheet of Holdings and its Subsidiaries as of June 12, 1999 (after
     giving effect to the transactions contemplated herein), and the related pro
     forma consolidated statements of income and cash flows of Holdings and its
     Subsidiaries for the twelve-month period ended on June 12, 1999 (after
     giving effect to the transactions contemplated herein and the financing
     therefor and assuming that the transactions contemplated herein had
     occurred on July 2, 1998), copies of which have been furnished to the
     Lenders prior to the First Amendment Effective Date, present fairly in all
     material respects the pro forma consolidated financial position of Holdings
     and its Subsidiaries as of June 12, 1999 and the pro forma consolidated
     results of the operations of Holdings and its Subsidiaries for the period
     covered thereby. All of the foregoing pro forma financial statements have
     been prepared on a basis consistent with the historical financial
     statements of Holdings delivered pursuant to the Credit Agreement. After
     giving effect to the transactions contemplated herein, since December 26,
     1998, there has been no material adverse change in the business,
     operations, property, assets, liabilities, condition (financial or
     otherwise) or prospects of the Borrower, of Holdings and its Subsidiaries
     taken as a whole or of ShopRite Pennington;

              (vii)   the projections dated on or about October 18, 1999
     relating to the business of Holdings and its Subsidiaries after giving
     effect to the ShopRite (Pennington) Merger (the "ShopRite (Pennington)
     Projections") and delivered to the Agents and the Lenders prior to the
     First Amendment Effective Date have been prepared in good faith and are
     based on reasonable assumptions, and there are no statements or conclusions
     in the ShopRite (Pennington) Projections which are based upon or include
     information known to any Credit Agreement Party to be misleading in any
     material respect or which fail to take into account material information
     known to any Credit Agreement Party regarding the matters reported therein.
     On the First Amendment Effective Date, each Credit Agreement Party believes
     that the ShopRite (Pennington) Projections are reasonable and attainable,
     it being recognized by the Lenders, however, that projections as to future
     events are not to be viewed as facts and that the actual results during the
     period or periods covered by the ShopRite (Pennington) Projections may
     differ from the projected results and that the differences may be material;
     and

              (viii)  there are no actions, suits or proceedings pending or, to
     the best knowledge of each Credit Agreement Party, threatened (i) with
     respect to any Transaction Document, or (ii) that are reasonably likely to
     materially and adversely affect the business, operations, property, assets,
     liabilities, condition (financial or otherwise) or prospects of the
     Borrower, of Holdings and its Subsidiaries taken as a whole or of ShopRite
     Pennington.

          73. This Amendment is limited to the specific modifications and
amendments set forth herein and shall not constitute a modification, amendment,
acceptance or waiver of any other provision of the Credit Agreement or any other
provision of any other Credit Document.


                                      -25-
<PAGE>

          74. This Amendment may be executed in any number of counterparts and
by the different parties hereto on separate counterparts, each of which
counterparts when 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 Administrative Agent.

          75. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES
HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE INTERNAL LAW
OF THE STATE OF NEW YORK.

          76. This Amendment shall become effective on the date (the "First
Amendment Effective Date") when each of the following conditions have been
satisfied:

              (i)     each Credit Agreement Party, the Required Lenders
     (determined before giving effect to this Amendment) and each Lender which
     is providing a Tranche C Term Loan Commitment pursuant to this Amendment
     shall have signed a counterpart hereof (whether the same or different
     counterparts) and shall have delivered (including by way of facsimile
     transmission) the same to the Administrative Agent at the Notice Office;

              (ii)    the Agents shall have received true and correct copies of
     the ShopRite Merger Agreement, and all of the terms and conditions thereof
     shall be in form and substance reasonably satisfactory to the Agents;

              (iii)   the ShopRite (Pennington) Merger shall have been
     consummated in accordance with the ShopRite (Pennington) Merger Agreement
     (without giving effect to any amendment or modification thereof or waiver
     with respect thereto unless consented to by the Agents), the relevant
     requirements of the Credit Agreement (as amended hereby) and all applicable
     laws;

              (iv)    the Agents shall have received one or more opinions of
     Hutchins, Wheeler & Dittmar, special counsel to the Credit Parties, each in
     form and substance reasonably satisfactory to the Agents, with respect to
     the transactions contemplated by this Amendment (which opinion or opinions
     also shall address the matters referred to in the parenthetical to clause
     (viii) of the proviso to each of the definition of "Senior Debt" appearing
     in the Senior Subordinated Note Indenture and the definition of "Superior
     Indebtedness" appearing in the Junior Subordinated Note Agreement);

              (v)     all of the representations and warranties set forth in
     Section 72 of this Amendment shall be true and correct in all material
     respects as of the First Amendment Effective Date, and the Agents shall
     have received one or more certificates, each in form and substance
     reasonably satisfactory to the Agents, dated the First Amendment Effective
     Date and signed on behalf of the Borrower by the Chief Financial Officer of
     the Borrower and another authorized officer of the Borrower, stating that
     all of the conditions in Section 72 of this Amendment and in clause (iii)
     of this Section 76 have been satisfied on such date and such certificates
     also shall demonstrate (in reasonable detail) that up to $36,000,000 of
     Tranche C Term Loans may be incurred, up to $425,000 of existing


                                      -26-
<PAGE>

     Indebtedness of ShopRite Pennington may be assumed, and up to $1,500,000 of
     ShopRite (Pennington) Seller Subordinated Notes may be issued, in each case
     in accordance with the proviso to Section 4.12 of the Senior Subordinated
     Note Indenture and the proviso to Section 7E of the Junior Subordinated
     Note Agreement;

              (vi)    the Borrower shall have paid to the Agents and the Lenders
     all costs, fees and expenses (including, without limitation, legal fees and
     expenses) payable to the Agents and the Lenders to the extent then due and
     as has been agreed upon by the Borrower and the Agents, including the
     amendment fee referred to in clause (xiv) of this Section 76;

              (vii)   the Administrative Agent shall have received from each
     Credit Agreement Party, BVNJ and ShopRite Pennington certified copies of
     resolutions of their respective Boards of Directors (or the equivalent
     governing body) or statements of unanimous written consent in lieu thereof
     of each such Person with respect to the matters set forth in this Amendment
     and the transactions contemplated herein, and such resolutions or
     statements, as the case may be, shall be in form and substance reasonably
     satisfactory to the Agents;

              (viii)  the Agents shall have received a solvency certificate from
     the Chief Financial Officer of Holdings, in form and substance reasonably
     satisfactory to the Agents;

              (ix)    the Agents shall have received true and correct copies of
     the historical financial statements, the pro forma financial statements and
     the projections referred to in Sections 72(vi) and (vii) of this Amendment,
     all of which shall be in form and substance reasonably satisfactory to the
     Agents and the Required Lenders;

              (x)     the Agents shall have received copies of all environmental
     and hazardous substance assessments and analyses with respect to the real
     property of ShopRite Pennington, all of which shall be in scope, form and
     substance reasonably satisfactory to the Agents and the Required Lenders;

              (xi)    all corporate, partnership and legal proceedings and all
     instruments and agreements in connection with the transactions contemplated
     by this Amendment, the ShopRite (Pennington) Merger and each of the
     Borrower/BVNJ Intercompany Agreements shall be reasonably satisfactory in
     form and substance to the Agents, and the Agents shall have received all
     information and copies of all documents and papers, including records of
     corporate and partnership proceedings or governmental approvals, good
     standing certificates and bring-down telegrams or facsimiles, if any, which
     the Agents may have reasonably requested in connection therewith, such
     documents and papers where appropriate to be certified by proper corporate,
     partnership or governmental authorities;

              (xii)   the Agents shall have received updated certificates of
     insurance complying with the requirements of Section 8.03 for the business
     and properties of Holdings and its

                                      -27-
<PAGE>

     Subsidiaries (including BVNJ), in form and substance reasonably
     satisfactory to the Agents and naming the Collateral Agent as an additional
     insured and as loss payee, and stating that such insurance shall not be
     canceled without at least 30 days prior written notice by the insurer to
     the Collateral Agent (or such shorter period of time as a particular
     insurance company generally provides);

              (xiii)  the Borrower and BVNJ shall have duly authorized, executed
     and delivered the Borrower/BVNJ Intercompany Agreements, each in form and
     substance satisfactory to the Agents, together with:

              (A)  executed Financing Statements (Form UCC-1) in appropriate
     form for filing under the UCC or other appropriate filing offices of each
     jurisdiction as may be necessary or, in the reasonable opinion of the
     Collateral Agent, desirable to perfect the security interests purported to
     be created by the Borrower/Big V of New Jersey LP Loan and Security
     Agreement;

              (B)  certified copies of Requests for Information or Copies (Form
     UCC-11), or equivalent reports, listing all effective financing statements
     that name ShopRite Pennington as debtor and that are filed in the
     jurisdictions referred to in clause (A) above, together with copies of such
     other financing statements that name ShopRite Pennington as debtor (none of
     which shall cover the Collateral except to the extent evidencing Permitted
     Liens or in respect of which the Collateral Agent shall have received
     appropriate termination statements executed by the secured party
     thereunder);

              (C)  proper Assignment Statements (Form UCC-3 or the equivalent)
     evidencing the assignment of the security interests created pursuant to the
     Borrower/BVNJ Intercompany Security Agreement to the Collateral Agent,
     fully executed for filing under the UCC or other appropriate filing offices
     in the jurisdictions referred to in clause (A) above; and

              (D)  proper termination statements (form UCC-3 or the equivalent)
     terminating the security interests created pursuant to the certain
     Indebtedness of BVNJ to be repaid by on the First Amendment Effective Date;
     and

              (xiv)   the Borrower shall have paid to each Lender which has
     executed and delivered to the Administrative Agent a counterpart of this
     Amendment on or before 2:00 p.m. (New York time) on the First Amendment
     Effective Date, a fee equal to 0.25% of the sum of (I) such Lender's
     Revolving Loan Commitment on the First Amendment Effective Date, (II) such
     Lender's Tranche A Term Loan Commitment on the First Amendment Effective
     Date and (III) the aggregate outstanding principal amount of such Lender's
     Tranche A Term Loans and Tranche B Term Loans on the First Amendment
     Effective Date (it being understood that this fee is in addition to any
     other fees that the Borrower has agreed to pay to the Agents and the
     Lenders with respect to the transactions contemplated by this Amendment).


                                      -28-
<PAGE>

Notwithstanding anything to the contrary contained above or elsewhere in this
Amendment, unless both the First Amendment Effective Date and the ShopRite
(Pennington) Merger occur on or prior to November 15, 1999, the First Amendment
Effective Date shall not thereafter occur and this Amendment shall be of no
further force or effect. The acceptance by the Borrower of the proceeds of the
Tranche C Term Loans shall be deemed to constitute a representation and warranty
by each Credit Agreement Party (including, without limitation, for purposes of
Section 10.02 of the Credit Agreement) to the effect that all conditions
contained above in this Section 76 have been satisfied as of the First Amendment
Effective Date.

          77. From and after the First Amendment Effective Date, all references
in the Credit Agreement and each of the other Credit Documents to the Credit
Agreement shall be deemed to be references to the Credit Agreement as amended or
modified hereby.

                                      * * *


                                      -29-
<PAGE>

     IN WITNESS WHEREOF, each of the parties hereto has caused a counterpart of
this Amendment to be duly executed and delivered as of the date first above
written.

                                       BIG V HOLDING CORP.



                                       By: /s/ James A. Toopes, Jr.
                                           -------------------------------------
                                           Name:  James A. Toopes, Jr.
                                           Title: Vice Chairman


                                       BV HOLDINGS CORPORATION


                                       By: /s/ James A. Toopes, Jr.
                                           -------------------------------------
                                           Name:  James A. Toopes, Jr.
                                           Title: Vice Chairman


                                       BIG V SUPERMARKETS, INC.


                                       By: /s/ James A. Toopes, Jr.
                                           -------------------------------------
                                           Name:  James A. Toopes, Jr.
                                           Title:  Vice Chairman


                                       DLJ CAPITAL FUNDING, INC., Individually
                                          and as Syndication Agent


                                       By: /s/ Dana Klein
                                           -------------------------------------
                                           Name:  Dana F. Klein
                                           Title: Vice President
<PAGE>

                                       FLEET NATIONAL BANK, Individually
                                          and as Administrative Agent


                                       By: /s/ Stephen M. Curran
                                           -------------------------------------
                                           Name:  Stephen M.. Curran
                                           Title: Vice President


                                       SUMMIT BANK, Individually and as
                                          Documentation Agent


                                       By: /s/ Catherine E. Garrity
                                           -------------------------------------
                                           Name:  Catherine E. Garrity
                                           Title:  Vice President


                                       FIRST SOURCE FINANCIAL LLP


                                       By:  First Source Financial, Inc., its
                                             Agent/Manager


                                       By: /s/ David C. Wagner
                                           -------------------------------------
                                           Name:  David C. Wagner
                                           Title:  Vice President


                                       MERRILL LYNCH PRIME RATE
                                          PORTFOLIO

                                       By: Merrill Lynch Asset Management, L.P.
                                            as Investment Advisor


                                       By: /s/ Anthony Heyman
                                           -------------------------------------
                                          Name:  Anthony Heyman
                                          Title: Authorized Signatory
<PAGE>

                                       MERRILL LYNCH SENIOR FLOATING
                                          RATE FUND, INC.


                                          By: /s/ Anthony Heyman
                                              ----------------------------------
                                              Name:  Anthony Heyman
                                              Title: Authorized Signatory


                                       MORGAN STANLEY DEAN WITTER
                                          PRIME INCOME TRUST


                                          By: /s/ Sheila Finnerty
                                              ----------------------------------
                                              Name:  Sheila Finnerty
                                              Title: Vice President


                                       STEIN ROE & FARNHAM FLOATING RATE LTD.


                                          By: /s/ Brian W. Good
                                              ----------------------------------
                                              Name:  Brian W. Good
                                              Title: Vice President,
                                              Stein Roe & Farnham Incorporated,
                                              as Advisor to the Stein Roe
                                              Floating Rate Limited Liability
                                              Company


                                       VAN KAMPEN CLO I, LTD.


                                          By: /s/ Darvin D. Pierce
                                              ----------------------------------
                                              Name:  Darvin D. Pierce
                                              Title: Vice President