Star Markets Company, Inc.               Exhibit 10(q)

Exhibit 10(q) - Third Amendment to Credit Agreement among the Company, 
                Chemical Bank, as Administrative Agent, and the lenders 
                party thereto, dated as of April 21, 1997.

      AMENDMENT, dated as of April 21, 1997 (this "Amendment"), to and of 
the Credit Agreement, dated as of September 8, 1994 (as amended, 
supplemented or otherwise modified from time to time, the "Credit 
Agreement"), among STAR MARKETS COMPANY, INC. (the "Company"), the Lenders 
from time to time parties thereto (the "Lenders") and THE CHASE MANHATTAN 
BANK as administrative agent for the Lenders (in such capacity, the 
"Administrative Agent"). 


                            W I T N E S S E T H :

      WHEREAS, the Company has requested the Lenders and the Administrative 
Agent to: (i) extend the Revolving Credit Termination Date under the Credit 
Agreement from December 31, 1999 to December 31, 2001, (ii) provide a new 
$38,500,000 Term Loan for the purpose of refinancing the Tranche A Term 
Loans and (iii) establish new financial covenant levels; and

      WHEREAS, the Lenders and the Administrative Agent are willing to so 
amend the Credit Agreement, but only on, and subject to, the terms and 
conditions hereof;

      NOW, THEREFORE, in consideration of the premises and mutual agreements 
contained herein and for other valuable consideration, the receipt and 
sufficiency of which is hereby acknowledged, the Company, the Lenders and 
the Administrative Agent hereby agree as follows:

Section 1.   Defined Terms.  Unless otherwise defined herein, terms defined 
in the Credit Agreement are used herein as therein defined. 

Section 2.   Amendments of Subsection 1.1 (Defined Terms).  Subsection 1.1 
of the Credit Agreement is hereby amended by:  (a)  deleting the definition 
"Applicable Margin" in its entirety and replacing it with the following:

"'Applicable Margin':  for Tranche A Term Loans, Tranche B Term Loans, 
Tranche C Term Loans, Additional Tranche C Term Loans, Revolving Credit 
Loans and Swing Line Loans of the Types set forth below, the rate per annum 
set forth under the relevant column heading opposite such Loans below:

<TABLE>
<CAPTION>

                                          Alternate 
                                          Base Rate      Eurodollar
                                            Loans           Loans
                                          ---------      ----------

        <S>                                 <C>         <C>
        Tranche A Term Loans:               1.25%           2.50%
        Tranche B Term Loans:               1.75%           3.00%
        Tranche C Term Loans:               2.25%           3.50%
        Additional Tranche C Term Loans     2.25%           3.50%
        Revolving Credit Loans:             1.25%           2.50%
        Swing Line Loans:                   1.25%       Not applicable"

</TABLE>

      (b) adding the punctuation and the words ", Additional Tranche C Term 
Loan Commitment" after the words "Tranche C Term Loan Commitment" in the 
definition of "Commitment",

      (c) adding the punctuation and the words ", its Additional Tranche C 
Term Loan Commitment Percentage" after the words "its Tranche C Term Loan 
Commitment Percentage" in the definition of "Commitment Percentage",

      (d) deleting the year "1999" and replacing it with the year "2001" in 
the definition of "Revolving Credit Termination Date",

      (e) deleting the word "and" and substituting therefore the punctuation 
", " and adding the words "and the Additional Tranche C Term Loan Notes" 
after the words "the Tranche C Term Loan Notes" in the definition of "Term 
Loan Notes",

      (f) deleting the word "and" and substituting therefore the punctuation 
", " and adding the words "and the Additional Tranche C Term Loans" after 
the words "the Tranche C Term Loans" in the definition of "Term Loans", and

      (g) by adding thereto in appropriate alphabetical order the following 
new definitions:

            "'Additional Tranche C Amendment':  the Amendment to this 
      Agreement dated as of April 8, 1997."

            "'Additional Tranche C Amendment Effective Date':  as defined in 
      the Additional Tranche C Amendment."

            "'Additional Tranche C Lenders':  the Lenders listed in Schedule 
      I to the Additional Tranche C Amendment."

            "'Additional Tranche C Term Loan' and 'Additional Tranche C Term 
      Loans':  as defined in subsection 4.4."

            "'Additional Tranche C Term Loan Commitment':  as to any Lender, 
      its obligation to make an Additional Tranche C Term Loan to the 
      Company pursuant to subsection 4.4 in an aggregate amount not to 
      exceed the amount set forth under such Lender's name in Schedule I to 
      the Additional Tranche C Amendment opposite the caption "Additional 
      Tranche C Term Loan Commitment" or in Schedule 1 to the Assignment and 
      Acceptance pursuant to which a lender acquires its Additional Tranche 
      C Term Loan Commitment, as the same may be adjusted pursuant to 
      subsection 13.6(c); collectively, as to all the Lenders, the 
      'Additional Tranche C Term Loan Commitments'."

            "'Additional Tranche C Term Loan Commitment Percentage':  as to 
      any Lender at any time, the percentage of the aggregate Additional 
      Tranche C Term Loan Commitments then constituted by such Lender's 
      Additional Tranche C Term Loan Commitment."

            "'Additional Tranche C Term Loan Note':  as defined in 
      subsection 6.13(e)."

Section 3.   Amendments of Section 4 (Tranche C Term Loans).  (a)  The 
heading of Section 4 is amended hereby by adding the words "AND ADDITIONAL 
TRANCHE C TERM LOANS" after the words "TRANCHE C TERM LOANS".

            (b) Section 4 is hereby amended by adding the following 
      subsections:

            "4.4  Additional Tranche C Term Loans:  Subject to the terms and 
      conditions hereof, each Lender severally agrees to make a loan in 
      Dollars (individually, an 'Additional Tranche C Term Loan'; and 
      collectively, the 'Additional Tranche C Term Loans') to the Company on 
      the Additional Tranche C Amendment Effective Date, in an aggregate 
      principal amount equal to such Lender's Additional Tranche C Loan 
      Commitment.  The Additional Tranche C Term Loans shall be made 
      initially as Alternate Base Rate Loans.

            4.5  Repayment of Additional Tranche C Term Loans.  the Company 
      shall repay the Additional Tranche C Term Loans as provided in 
      subsection 6.4(c).

            4.6  Use of Proceeds.  The proceeds of the Additional Tranche C 
      Term Loans shall be used for the purpose of refinancing in full the 
      outstanding Tranche A Term Loans."

Section 4.   Amendments of Section 6 (General Provisions Applicable to 
Loans).  (a)  Subsection 6.1(a) clause (D) is hereby amended by deleting it 
in its entirety and substituting therefore the following:

"(D)  whether the loan is a Tranche A Term Loan, a Tranche B Term Loan, a 
      Tranche C Term Loan, an Additional Tranche C Term Loan, a Swing Line 
      Loan or a Revolving Credit Loan."

            (b) Subsection 6.2(b) clause (iii) is hereby amended by deleting 
      it in its entirety and substituting therefore the following:

      "(iii) after the date that is one month prior to the Revolving Credit 
      Termination Date (in the case of continuations of Revolving Credit 
      Loans) or the date of the final installment of principal of the 
      Tranche A Term Loans, the Tranche B Term Loans, the Tranche C Term 
      Loans or the Additional Tranche C Term Loans, as applicable."

            (c)    The first sentence of subsection 6.4(a) is hereby amended 
      by deleting it in its entirety and substituting therefore the 
      following:

      "The Company may at any time and from time to time prepay Loans, in 
      whole or in part, without premium or penalty, upon at least two 
      Business Days' (or, in the case of Swing Line Loans, by 12:00 noon, 
      New York City time on the same Business Day) irrevocable notice to the 
      Administrative Agent in the case of alternate Base Rate Loans, and 
      three Business Days' irrevocable notice to the Administrative Agent in 
      the case of Eurodollar Loans, specifying the date and amount of 
      prepayment and whether the prepayment is of Revolving Credit Loans, 
      Tranche A Term Loans, Tranche B Term Loans, Tranche C Term Loans or 
      Additional Tranche C Term Loans, provided that Eurodollar Loans may 
      not be optionally prepaid on other than the last day of any Interest 
      Period with respect thereto."

            (d) The fourth sentence of Subsection 6.4(a) is hereby amended 
      by deleting it in its entirety and substituting therefore the 
      following:

      "Prepayments of the Term Loans pursuant to this subsection 6.4(a) 
      shall be applied to the outstanding principal amounts of the Tranche A 
      Term Loans, Tranche B Term Loans, Tranche C Term Loans and Additional 
      Tranche C Term Loans ratably according to the outstanding principal 
      amounts of such Term Loans and shall be applied to the remaining 
      installments of such Term Loans ratably according to the amounts of 
      such installments." 

            (e) Subsection 6.4(c) is hereby amended by adding to the end
      thereof:

      "The Additional Tranche C Term Loans shall be repaid in 7 installments 
      on the dates set forth in Schedule II to the Additional Tranche C 
      Amendment (each such day, an 'Additional Tranche C Installment Payment 
      Date'), commencing on January 31, 1998 in an aggregate amount equal to 
      the amount specified for each such Additional Tranche C Installment 
      Payment Date on Schedule II to the Additional Tranche C Amendment 
      under the heading 'Additional Tranche C'."

            (f) Subsection 6.13(a) is hereby amended by deleting the words 
      and punctuation "and (v)" which appears at the end of clause (iv) and 
      substituting therefore the words and punctuation ", (v) the principal 
      amount of the Additional Tranche C Term Loan of such Lender, in 7 
      installments, payable on each Additional Tranche C Installment Payment 
      Date (or the then unpaid principal amount of such Additional Tranche C 
      Term Loan, on the date that the Additional Tranche C Term Loans become 
      due and payable pursuant to Section 11) and (vi)".

            (g) Subsection 6.13(e) is hereby amended by (i) deleting "(v)" 
      and (ii) by inserting the words and punctuation "(v) a promissory note 
      of the Company evidencing the Additional Tranche C Term Loan of such 
      Lender, substantially in the form of Exhibit C-1 with appropriate 
      insertions as to date and principal amount (an 'Additional Tranche C 
      Term Loan Note'), and/or (vi)" after the words and punctuation "(a 
     'Tranche C Term Loan Note'), and/or".

Section 5.   Amendment of Section 10 (Negative Covenants).  Section 10 is 
hereby amended by deleting subsections 10.7, 10.8, 10.9 and 10.10 in their 
entirety and substituting the following:

            "10.7  Capital Expenditures.  Make or commit to make any Capital 
      Expenditures, except that the Company and its Subsidiaries may make or 
      commit to make Capital Expenditures not exceeding the amount set forth 
      below (the "Base Amount") for each of the fiscal years of the Company 
      (or other period) set forth below:

<TABLE>
<CAPTION>
                     Fiscal Year
                     or Period      Base Amount
                     --------------------------

                       <S>          <C>
                       1996         $35,100,000

                       1997          40,500,000

                       1998          48,200,000

                       1999          35,000,000

                       2000          35,000,000

                       2001          35,000,000

                       2002          35,000,000

                       2003          35,000,000

</TABLE>

      provided, however, that for any fiscal year of the Company the Base 
Amount set forth above may be increased by a maximum of $15,000,000 for any 
such fiscal year by carrying over to any such fiscal year any portion of the 
Base Amount (as increased) not spent in the immediately preceding fiscal 
year.

      10.8   Consolidated EBITDA.  At the last day of any fiscal quarter set 
forth below, permit Consolidated EBITDA for the period of four fiscal 
quarters ending on such day to be less than the amount set forth opposite 
such fiscal quarter below:

<TABLE>
<CAPTION>
                Fiscal Year    Fiscal Quarter    Amount
                -----------    --------------    ------

                <S>            <C>               <C>
                1996           Fourth            $42,000,000

                1997           First              43,000,000
                               Second             44,000,000
                               Third              45,000,000
                               Fourth             47,500,000

                1998           First              47,500,000
                               Second             47,500,000
                               Third              50,000,000
                               Fourth             52,500,000

                1999           First              52,500,000
                               Second             52,500,000
                               Third              55,000,000
                               Fourth             57,500,000

                2000           First              57,500,000
                               Second             60,000,000
                               Third              62,500,000
                               Fourth             67,500,000

                2001           First              67,500,000
                               Second             70,000,000
                               Third              72,500,000
                               Fourth             77,500,000

                2002           First              77,500,000
                               Second             80,000,000
                               Third              82,500,000
                               Fourth             85,000,000

                2003           First              85,000,000
                               Second             87,500,000
                               Third              90,000,000
</TABLE>


      10.9   Consolidated Net Worth.  At the last day of any fiscal year set 
forth below, permit Consolidated Net Worth to be less than the amount set 
forth below for such fiscal year:

<TABLE>
<CAPTION>
                Fiscal Year       Amount
                -----------       ------

                   <S>         <C>
                   1996        $105,000,000
                   1997         127,500,000
                   1998         150,000,000
                   1999         175,000,000
                   2000         205,000,000
                   2001         245,000,000
                   2002         290,000,000

</TABLE>

      10.10   Interest Coverage; Fixed Charge Coverage.  (a)  At the last 
day of any fiscal quarter set forth below, permit the Interest Coverage 
Ratio to be less than the ratio set forth below for such fiscal quarter:

<TABLE>
<CAPTION>
                Fiscal Year    Fiscal Quarter    Amount
                -----------    --------------    ------

                <S>            <C>               <C>
                1996           Fourth            1.30 to 1

                1997           First             1.35 to 1
                               Second            1.35 to 1
                               Third             1.35 to 1
                               Fourth            1.35 to 1

                1998           First             1.35 to 1
                               Second            1.35 to 1
                               Third             1.40 to 1
                               Fourth            1.40 to 1

                1999           First             1.40 to 1
                               Second            1.40 to 1
                               Third             1.45 to 1
                               Fourth            1.45 to 1

                2000           First             1.45 to 1
                               Second            1.45 to 1
                               Third             1.50 to 1
                               Fourth            1.55 to 1

                2001           First             1.55 to 1
                               Second            1.55 to 1
                               Third             1.60 to 1
                               Fourth            1.65 to 1

                2002           First             1.65 to 1
                               Second            1.65 to 1
                               Third             1.70 to 1
                               Fourth            1.75 to 1


                2003           First             1.75 to 1
                               Second            1.75 to 1
                               Third             1.80 to 1


</TABLE>

      (b) At the last day of any fiscal quarter, permit the Fixed Charge 
Coverage Ratio for such fiscal quarter shall to be less than 1.0 to 1.0:"

Section 6.   Amendment of Section 13 (Miscellaneous).  (a)  Subsection 
13.1(d) is amended by deleting it in its entirety and substituting therefore 
the following:

            "     (d) without the consent of the Lenders which are holders of
            the Tranche B Term Loans, the Tranche C Term Loans, the Additional
            Tranche C Term Loans and the Revolving Credit Lenders only, the
            Lenders which are holders of the Tranche A Term Loans may amend
            this Agreement and the Tranche A Term Loan Notes to extend the
            maturities of the installments of the Tranche A Term Loans; without
            the consent of the Lenders which are holders of the Tranche A Term
            Loans, the Tranche C Term Loans, the Additional Tranche C Term
            Loans and the Revolving Credit Lenders only, the Lenders which are
            holders of the Tranche B Term Loans may amend this Agreement and
            the Tranche B Term Loan Notes to extend the maturities of the
            installments of the Tranche B Term Loans; without the consent of
            the Lenders which are holders of the Tranche A Term Loans, the
            Tranche B Term Loans, the Additional Tranche C Term Loans and the
            Revolving Credit Notes only, the Lenders which are holders of the
            Tranche C Term Loans may amend this Agreement and the Tranche C
            Term Loan Notes to extend the maturities of the installments of the
            Tranche C Term Loans; without the consent of the Lenders which are
            holders of the Tranche A Term Loans, the Tranche B Term Loans, the 
            Tranche C Term Loans and the Revolving Credit Notes only, the
            Lenders which are holders of the Additional Tranche C Term Loans
            may amend this Agreement and the Additional Tranche C Term Loan
            Notes to extend the maturities of the installments of the
            Additional Tranche C Term Loans; and without the consent of the
            Lenders which are holders of the Term Loans, the Revolving Credit
            Lenders may amend this Agreement and the Revolving Credit Notes to
            extend the Revolving Credit Termination Date;"  

      (b)  The second sentence of subsection 13.6(e) is hereby amended by 
adding the words and punctuation ", Additional Trance C Term Loan Notes" 
after the words "Tranche C Term Notes" each time they appear in said 
sentence.

Section 7.   Amendment of Exhibits.  Exhibit C-1 hereto is hereby added to 
the Credit Agreement as Exhibit C-1 thereto.

Section 8.   Conditions Precedent. This Amendment shall become effective as 
of the date (the "Additional Tranche C Amendment Effective Date") that each 
of the conditions precedent set forth below shall have been fulfilled to the 
satisfaction of the Administrative Agent.

      (a)  Amendment.  The Administrative Agent shall have received 
counterparts of this Amendment, duly executed by the Company, the Lenders 
holding 100% of the Revolving Credit Commitments and 80% of the sum of the 
aggregate unpaid principal amount of the Term Loans and the Revolving Credit 
Commitments, the Administrative Agent and each Additional Tranche C Lender 
and consented to by Holdings.

      (b)  No Default or Event of Default.  On and as of the Additional 
Tranche C Amendment Effective Date and after giving effect to this 
Amendment, no Default or Event of Default shall have occurred and be 
continuing.

      (c)  Representations and Warranties.  The representations and 
warranties made by the Company in this Amendment and in the Credit Documents 
after giving effect to this Amendment shall be true and correct in all 
material respects on and as of the Additional Tranche C Amendment Effective 
Date as if made on such date, except where such representations and 
warranties expressly relate to an earlier date in which case such 
representations and warranties shall be true and correct in all material 
respects as of such earlier date.

      (d)  Certificate.  The Administrative Agent shall have received a 
certificate of a Responsible Officer of the Company, dated the Amendment 
Effective Date, certifying the matters referred to in paragraphs (b) and (c) 
above.

      (e)  Fees and Expenses.  The Administrative Agent shall have received 
for its own account and the account of the Lenders the fees and expenses 
required to be paid by the Company on the Amendment Effective Date pursuant 
to the Fee Letter dated as of March 10, 1997 between the Administrative 
Agent and the Company.

      (f)  Notes.  The Administrative Agent shall have received for the 
account of each Additional Tranche C Lender requesting the same an 
Additional Tranche C Term Loan Note in the amount of its Additional Tranche 
C Term Loan after giving effect hereto.

      (g)  Legal Opinions.  The Administrative Agent shall have received, 
dated the Amendment Effective Date and addressed to the Administrative Agent 
and the Lenders, opinions of Gibson, Dunn & Crutcher and such local 
Massachusetts counsel as shall be satisfactory to the Administrative Agent 
covering the matters set forth in Exhibit D hereto with such assumptions, 
qualifications and changes thereto as may be approved by and otherwise in 
form and substance reasonably satisfactory to the Administrative Agent and 
its counsel.

      (h)  Consents, Authorizations and Filings, etc.  All consents, 
authorizations and filings, if any, required in connection with the 
execution, delivery and performance by the Company of this Amendment and the 
validity and enforceability against the Company of the Credit Documents to 
which it is a party, shall have been obtained or made, and such consents, 
authorizations and filings shall be in full force and effect, except such 
consents, authorizations and filings the failure to obtain which would not 
have a material adverse affect on the business, assets, condition (financial 
or otherwise) or results of operations of the Company.

      (i)  Closing Certificates.  The Administrative Agent shall have 
received a Certificate of the Company in form and substance satisfactory to 
it and certifying as to (i) the incumbency of the officers of the Company 
executing this Amendment and each other document delivered in connection 
herewith and (ii) resolutions of the Board of Directors of the Company 
authorizing the execution, delivery and performance of the Credit Documents 
entered into or amended on the Additional Tranche C Amendment Effective 
Date.

      (j)  Tranche A Refinancing.  The Company shall have refinanced its 
outstanding Tranche A Term Loans with the proceeds of the Additional Tranche 
C Term Loans.

Section 9.   Representation and Warranties.  To induce the Lenders to enter 
into this Amendment, the Company hereby represents and warrants to the 
Lenders as of the Amendment Effective Date that the representations and 
warranties made by the Company in the Credit Documents are true and correct 
in all material respects on and as of the Amendment Effective Date, after 
giving effect to the effectiveness of this Amendment, as if made on and as 
of the Amendment Effective Date unless expressly stated to relate to an 
earlier date, in which case such representations and warranties shall be 
true and correct in all material respects as of such earlier date.

Section 10.  Additional Tranche C Lenders.  Each Additional Tranche C Lender 
(i) represents and warrants that it is legally authorized to enter into this 
amendment; (ii) confirms that it has received a copy of the Credit 
Agreement, together with copies of the financial statements referred to in 
subsection 7.1 thereof and such other documents and information as it has 
deemed appropriate to make its own credit analysis and decision to enter 
into this Amendment; (iii) agrees that it will, independently and without 
reliance upon the Administrative Agent or any other Lender and based on such 
documents and information as it shall deem appropriate at the time, continue 
to make its own credit decisions in taking or not taking action under the 
Credit Agreement, the other Credit Documents or any other instrument or 
document furnished pursuant hereto or thereto; (iv) appoints and authorizes 
the Administrative Agent to take such action as agent on its behalf and to 
exercise such powers and discretion under the Credit Agreement, the other 
Credit Documents or any other instrument or document furnished pursuant 
hereto or thereto as are delegated to the Administrative Agent by the terms 
thereof, together with such powers as are incidental thereto; and (v) agrees 
that it will be bound by the provisions of the Credit Agreement and will 
perform in accordance with its terms all the obligations which by the terms 
of the Credit Agreement are required to be performed by it as a Lender 
including, if it is organized under the laws of a jurisdiction outside the 
United States, its obligations pursuant to subsections 6.11(d) and 13.6(g) 
of the Credit Agreement to deliver the forms prescribed by the Internal 
Revenue Service of the United States certifying as to the Lender's exemption 
from United States withholding taxes with respect to all payments to be made 
to the Lender under the Credit Agreement, or such other documents as are 
necessary to indicate that all such payments are subject to such tax at a 
rate reduced by an applicable tax treaty.

Section 11.  Miscellaneous.  (a)  Except for the amendments and waivers 
expressly provided herein, the Credit Agreement shall continue to be, and 
shall remain, in full force and effect in accordance with its terms.  The 
amendments and waivers provided herein shall be limited precisely as drafted 
and shall not be construed to be an amendment or waiver of any other 
provision of the Credit Agreement other than as specifically provided 
herein.

      (b)  The Company hereby confirms that, after giving effect hereto, 
each Credit Document to which it is a party remains in full force and effect 
in accordance with its terms.

      (c)  The Company agrees to pay or reimburse the Administrative Agent 
for all of its out-of-pocket costs and reasonable expenses incurred in 
connection with the Amendment, any other documents prepared in connection 
herewith and the transactions contemplated hereby, including, without 
limitation, the reasonable fees and disbursements of Simpson Thacher & 
Bartlett counsel to the Administrative Agent.

      (d)  This Amendment may be executed in any number of counterparts by 
the parties hereto, and all of said counterparts when taken together shall 
be deemed to constitute one and the same instrument.

      (e)  THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE 
WITH, THE LAWS OF THE STATE OF NEW YORK.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly 
executed and delivered in New York, New York by their proper and duly 
authorized officers as of the date first above written.

                         STAR MARKETS COMPANY, INC.

			 
                         By:
                         Title:


                                       THE CHASE MANHATTAN BANK, as
                                       Administrative Agent, Issuing Lender
                                       and a Lender


                                       By:
                                       Title:


                                       BANKERS TRUST COMPANY
      

                                       By:
                                       Title:


                                       THE FIRST NATIONAL BANK OF BOSTON


                                       By:
                                       Title:


                                       BANQUE FRANCAISE DU COMMERCE
                                       EXTERIEUR


                                       By:
                                       Title:


                                       By:
                                       Title:


                                       CAPTIVA FINANCE LTD.


                                       By:
                                       Title:


                                       FLEET NATIONAL BANK


                                       By:
                                       Title:


                                       GIROCREDIT BANK AG DER SPARKASSEN,
                                       GRAND CAYMAN ISLAND BRANCH


                                       By:
                                       Title:


                                       KZH HOLDING CORPORATION


                                       By:
                                       Title:


                                       MERRILL LYNCH SENIOR FLOATING RATE
                                       FUND, INC.


                                       By:
                                       Title:


                                       MERRILL LYNCH PRIME RATE PORTFOLIO

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


                                       By:
                                       Title:


                                       THE MITSUBISHI TRUST AND BANKING
                                       CORPORATION


                                       By:
                                       Title:


                                       ML CBO IV (CAYMAN) LTD.


                                       By:
                                       Title:


                                       NATIONAL WESTMINSTER BANK PLC


                                       By:
                                       Title:


                                       PILGRIM AMERICA PRIME RATE TRUST


                                       By:
                                       Title:


                                       PRIME INCOME TRUST


                                       By:
                                       Title:


                                       PROTECTIVE LIFE INSURANCE COMPANY


                                       By:
                                       Title:


                                       SENIOR DEBT PORTFOLIO

                                       By:  Boston Management Research, as
                                             Investment Advisor


                                       By:
                                       Title:


                                       SENIOR HIGH INCOME PORTFOLIO, INC.



                                       By:
                                       Title:


                                       STRATA FUNDING LTD.



                                       By:
                                       Title:


                                       VAN KAMPEN AMERICAN CAPITAL PRIME
                                       RATE INCOME TRUST


                                       By:
                                       Title:


                                       Consented to by:
                                       ----------------



                                       STAR MARKETS HOLDINGS, INC.


                                       By:
                                       Title:


                                                                     SCHEDULE I
                                                                     ----------


                        Additional Tranche C Lenders
                        ----------------------------

<TABLE>
<CAPTION>

Additional Tranche C                                             Additional Tranche C
      Lenders                    Address for Notices                 Commitment
--------------------             -------------------             --------------------

<S>                              <C>                                  <C>
The Chase Manhattan Bank         270 Park Avenue, 10th Floor          $15,500,000
                                 New York, NY 10017
                                 Attn: Neil Boylan
                                 Telecopy: (212) 972-0009

Banque Francaise                 645 Fifth Avenue                     $ 2,000,000
Du Commerce Exterieur,           New York, NY  10022
Cayman Island Branch             Attn:  Peter Harris
                                 Telecopy: (212) 872-5054

The First National Bank of       100 Federal Street                   $ 2,500,000
Boston                           Mail Stop 01-09-05
                                 Boston, MA  02110
                                 Attn:  Judith Kelly
                                 Telecopy:  (617) 434-6685

KZH Holding Corporation          c/o The Chase Manhattan Bank         $ 3,000,000
                                 450 West 33rd Street
                                 15th Floor
                                 New York, NY  10001
                                 Attn:  Robert Goodwin
                                        Joseph Nerich
                                 Telecopy:  (212) 946-7776

Senior High Income Portfolio,    c/o Merrill Lynch Asset              $ 3,500,000
Inc.                             Management
                                 800 Scudders Mill Road
                                 Plainsboro, NJ  08536
                                 Attn:  Jill Montanye
                                 Telecopy:  (609) 282-2550

The Mitsubishi Trust and         520 Madison Avenue                   $ 2,500,000
Banking Corporation              25th Floor
                                 New York, NY  10022
                                 Attn:  Susan LeFevre
                                 Telecopy:  (212) 644-6825

Pilgrim America Prime Rate       Two Renaissance Square               $ 3,500,000
Trust                            40 North Central Avenue
                                 Phoenix, AZ  85004-4424
                                 Telecopy:  (602) 417-8327

Prime Income Trust               c/o Dean Witter Intercapital         $ 2,500,000
                                 Two World Trade Center
                                 72nd Floor
                                 New York, NY  10048
                                 Attn:  Louis Pistecchia
                                 Telecopy:  (212) 392-5345

Van Kampen American Capital      c/o Van Kampen American              $ 3,500,000
Prime Rate Income Trust          Capital
                                 One Parkview Plaza
                                 Oakbrook Terrace, IL  60181
                                 Attn:  Jeffrey Maillet
                                 Telecopy:  (630) 684-6740
                                                                      -----------
                                                      Total:          $38,500,000

</TABLE>

                                                                    SCHEDULE II
                                                                    -----------

                       Term Loan Amortization Schedule
                       -------------------------------

<TABLE>
<CAPTION>

Installment
Payment Date:                 Installment Amount:
-------------                 -------------------
                              Additional
                              Tranche C
                              ----------

<S>                           <C>
January 31, 1998              $   125,000
January 31, 1999                  125,000
January 31, 2000                  125,000
January 31, 2001                  125,000
January 31, 2002                  125,000
January 31, 2003                  125,000
December 31, 2003             $37,750,000
                              -----------
                              $38,500,000

</TABLE>

                                                                 EXHIBIT C-1 to
                                                               Credit Agreement
                                                               ----------------

                     ADDITIONAL TRANCHE C TERM LOAN NOTE


$__________                                                  New York, New York
                                                                 April 21, 1997


      FOR VALUE RECEIVED, the undersigned, STAR MARKETS COMPANY, INC., a 
Massachusetts corporation (the "Company"), promises to pay to the order of 
_______________ (the "Lender") at the office of The Chase Manhattan Bank, 
270 Park Avenue, New York, New York  10017, in lawful money of the United 
States of America and in immediately available funds, the principal amount 
of ____________________ DOLLARS ($__________), or, if less, the aggregate 
unpaid principal amount of all loans made by the Lender pursuant to 
subsection 4.4 of the Credit Agreement referred to below, which sum shall be 
due and payable in such amounts and on such dates as are set forth in the 
Credit Agreement, dated as of September 8, 1994 among the Company, the 
Lender and certain other banks and financial institutions parties thereto, 
and The Chase Manhattan Bank, as administrative agent (as the same may be 
from time to time amended, supplemented or otherwise modified, the "Credit 
Agreement"; terms defined therein being used herein as so defined).  The 
undersigned further agrees to pay interest at said office, in like money, 
from the date hereof on the unpaid principal amount hereof from time to time 
outstanding at the rates and on the dates specified in subsection 6.5 of the 
Credit Agreement.  The holder of this Note is authorized to record the date, 
Type and amount of the Additional Tranche C Term Loan made by the Lender 
pursuant to subsection 4.4 of the Credit Agreement, the date and amount of 
each payment or prepayment of principal hereof, and the date of each 
interest rate conversion or continuation pursuant to subsection 6.2 of the 
Credit Agreement and the principal amount subject thereto, on the schedules 
annexed hereto and made a part hereof and any such recordation shall 
constitute prima facie evidence of the information so recorded, provided 
that the failure of the Lender to make such recordation (or any error in 
such recordation) shall not affect the obligations of the Company hereunder 
or under the Credit Agreement.

      This Note is one of the Additional Tranche C Term Loan Notes referred 
to in the Credit Agreement and is entitled to the benefits thereof and is 
subject to optional and mandatory prepayment in whole or in part as provided 
therein.

      This Note is secured and guaranteed as provided in the Security 
Documents and the Guarantees.  Reference is hereby made to the Security 
Documents and the Guarantees for a description of the properties and assets 
in which a security interest has been granted, the nature and extent of the 
security and guarantees, the terms and conditions upon which the security 
interest and each guarantee was granted and the rights of the holder of this 
Note in respect thereof.  The undersigned agrees to pay all costs and 
expenses incurred by the Lender in connection with the enforcement of its 
rights and remedies under the Credit Agreement, this Note, the Security 
Documents and each other Credit Document.

      Upon the occurrence of any one or more of the Events of Default 
specified in the Credit Agreement, all amounts then remaining unpaid on this 
Note shall become, or may be declared to be, immediately due and payable all 
as provided therein.

      All parties now and hereafter liable with respect to this Note, 
whether maker, principal, surety, guarantor, endorser or otherwise, hereby 
waive presentment, demand, protest and all other notices of any kind.

      THIS NOTE MAY NOT BE TRANSFERRED EXCEPT IN COMPLIANCE WITH THE TERMS 
OF THE CREDIT AGREEMENT.  TRANSFERS OF THIS NOTE MUST BE RECORDED IN THE 
REGISTER MAINTAINED BY THE ADMINISTRATIVE AGENT PURSUANT TO THE TERMS OF THE 
CREDIT AGREEMENT.

      THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN 
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.


                                       STAR MARKETS COMPANY, INC.,



                                       By:_____________________________
                                       Title:

                                           Schedule A to Additional Tranche C
                                           Term Loan Note
                                           --------------

                          ALTERNATE BASE RATE LOANS
                 AND REPAYMENTS OF ALTERNATE BASE RATE LOANS
                 -------------------------------------------

<TABLE>
<CAPTION>

                                                                   Unpaid
                          Amount                                    Principal
             Amount of    Converted to                Amount        Balance of
             Alternate    Alternate      Amount of    Converted to  Alternate
             Base Rate    Base Rate      Principal    Eurodollar    Base Rate    Notation
Date         Loans        Loans          Repaid       Loans         Loans        Made By
----------------------------------------------------------------------------------------- 

<S>          <C>          <C>            <C>          <C>           <C>          <C>
----------   ----------   ----------     ----------   ----------    ----------   ----------
----------   ----------   ----------     ----------   ----------    ----------   ----------
----------   ----------   ----------     ----------   ----------    ----------   ----------
----------   ----------   ----------     ----------   ----------    ----------   ----------
----------   ----------   ----------     ----------   ----------    ----------   ----------
----------   ----------   ----------     ----------   ----------    ----------   ----------
----------   ----------   ----------     ----------   ----------    ----------   ----------
----------   ----------   ----------     ----------   ----------    ----------   ----------
----------   ----------   ----------     ----------   ----------    ----------   ----------
                        
</TABLE>

                                            Schedule B to Additional Tranche C
                                            Term Loan Note
                                            --------------

                              EURODOLLAR LOANS
                     AND REPAYMENTS OF EURODOLLAR LOANS
                     ----------------------------------

<TABLE>
<CAPTION>
                                        Interest
                                        Period and                Amount        Unpaid
                          Amount        Eurodollar                Converted     Principal
             Amount of    Converted to  Rate with    Amount of    to Alternate  Balance of
             Eurodollar   Eurodollar    Respect      Principal    Base Rate    	Eurodollar
Date         Loans        Loans         Thereto      Repaid       Loans         Loans
------------------------------------------------------------------------------------------

<S>          <C>          <C>           <C>          <C>          <C>          <C>
----------   ----------   ----------    ----------   ----------   ----------   ----------
----------   ----------   ----------    ----------   ----------   ----------   ----------
----------   ----------   ----------    ----------   ----------   ----------   ----------
----------   ----------   ----------    ----------   ----------   ----------   ----------
----------   ----------   ----------    ----------   ----------   ----------   ----------
----------   ----------   ----------    ----------   ----------   ----------   ----------
----------   ----------   ----------    ----------   ----------   ----------   ----------
----------   ----------   ----------    ----------   ----------   ----------   ----------
----------   ----------   ----------    ----------   ----------   ----------   ----------
----------   ----------   ----------    ----------   ----------   ----------   ----------
----------   ----------   ----------    ----------   ----------   ----------   ----------
----------   ----------   ----------    ----------   ----------   ----------

</TABLE>


                                                                EXHIBIT D




                           OPINIONS TO BE COVERED



      1. The Company is a validly existing corporation in corporate good 
standing under the laws of The Commonwealth of Massachusetts.  The Company 
has all requisite corporate power and authority to own and operate its 
properties, conduct its business in the manner in which it presently is 
conducted, and to execute and deliver the Amendment and the Additional 
Tranche C Notes, and perform its obligations under the Credit Agreement, as 
amended by the Amendment and the Additional Tranche C Notes (the "Amendment 
Documents").

      2. Each of the Amendment and the Additional Tranche C Notes has been 
duly authorized by all necessary corporate action on the part of the 
Company.  Each of the Amendment and the Additional Tranche C Notes has been 
duly executed and delivered on behalf of the Company.

      3. Each of the Amendment Documents constitutes the legal, valid and 
binding obligation of the Company, enforceable against the Company in 
accordance with its terms.

      4. Neither the execution and delivery by the Company of the Amendment 
and the Additional Tranche C Notes, the performance by the Company of its 
obligations under the Amendment Documents nor the consummation of the 
transactions contemplated thereby constitutes a violation of any applicable 
federal, Massachusetts or New York state law, Governmental rule or 
regulation or, to our actual knowledge, any order of any court or 
governmental authority that is applicable to the Company, or will result in 
a breach of the Company's articles of incorporation or by-laws in their 
present form.  To our actual knowledge, neither the execution and delivery 
by the Company of the Amendment and the Additional Tranche C Notes, 
performance by the Company of its obligations under the Amendment Documents 
nor the consummation of the transactions contemplated thereby will conflict 
with, or result in any material breach of, or constitute a default under, or 
result in the creation or imposition of any lien upon any property or assets 
of the Company pursuant to, or require any consent not obtained under, any 
indenture, mortgage, deed of trust, material agreement or other material 
instrument identified to us and listed in Annex     hereto to which the 
Company is party or by which it or any of its property is to be bound or to 
which it is subject, which conflict, breach or default, or lien created or 
imposed, or the failure to obtain such consent, would have a material 
adverse effect on the business, condition or results of operation of the 
Company or on its ability to perform its obligations under the Amendment 
Documents, or would give rise to liability on the part of the Lenders or the 
Administrative Agent.

      5. No consent, approval or authorization of, and no registration, 
declaration or filing with any administrative, Governmental or other public 
authority of the United States of America, The Commonwealth of Massachusetts 
or the State of New York is required by law to be obtained or made in 
connection with the execution and delivery, and performance by the Company 
of the Amendment and the Additional Tranche C Notes, or for the validity or 
enforceability against the Company, of any of the Amendment Documents, other 
than (i) such consents, approvals, authorizations, registrations, 
declarations and filings that have been made or obtained on or prior to the 
date hereof and remain in full force and effect, and (ii) such consents, 
approvals, authorizations, registrations, declarations and filings, the 
failure to perform or obtain (a) which would not have a material adverse 
effect on the business, condition or results of operation of the Company and 
(b) which would not adversely affect the validity or enforceability of any 
of the Amendment Documents or the rights or remedies of the Administrative 
Agent or the Lenders thereunder, or the ability of any of them to perform 
its obligations under the Amendment Documents to which it is party, or would 
give rise to liability on the part of the Administrative Agent or the 
Lenders.

      6. The Company is not an "investment company" or a Person directly or 
indirectly "controlled" by or "acting on behalf of" an "investment company" 
within the meaning, of the Investment Company Act of 1940, as amended.  The 
Company is not a "holding company", or an "affiliate" of a "holding 
company", as such terms are defined in the Public Utility Holding Company 
Act of 1935, as amended.

      7. Neither the making of the Additional Tranche C Term Loans on the 
Additional Tranche C Amendment Effective Date pursuant to, nor application 
of the proceeds thereof in accords with, the Amendment and the Credit 
Agreement will violate Regulation G, T, U or X promulgated by the Board of 
Governors of the Federal Reserve 
System.

      8. To our actual knowledge, except as disclosed in the Amendment and 
the Credit Agreement or in any schedule, exhibit, annex or attachment 
thereto, there is pending or threatened no action, suit or proceeding or 
Governmental investigation, or any order, writ, judgment, injunction or 
decree against the Company before or by any court, arbitrator or 
governmental or administrative body that challenges the validity of any 
Amendment Documents or any of the transactions contemplated thereby or that 
restrains, prevents or imposes material adverse conditions upon, or seeks to 
restrain, prevent or impose material adverse conditions upon, any such 
transaction.