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                                                                    EXHIBIT 4.37

                                 THIRD AMENDMENT
                                 ---------------

          THIRD AMENDMENT (this "Amendment"), dated as of August 14, 2000, 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 (as amended,
modified or supplemented through, but not including, the date hereof, the
"Credit Agreement"); and

          WHEREAS, the parties hereto wish to amend and/or modify the Credit
Agreement as herein provided, subject to and on the terms and conditions set
forth herein;

          NOW, THEREFORE, it is agreed:

          1.  Notwithstanding anything to the contrary contained in Section
9.04(iv) of the Credit Agreement, the Borrower and its Subsidiaries shall be
permitted to incur (in the aggregate during Holdings' fiscal year ending
December 31, 2000 only) up to an additional $7,000,000 of purchase money
Indebtedness not outstanding on the date hereof to finance the purchase by the
Borrower or such Subsidiary of certain equipment and machinery and the Lien
placed on such equipment and machinery shall be permitted under Section
9.01(vii) of the Credit Agreement so long as such Lien otherwise complies with
the terms of such Section 9.01(vii), provided that (i) the documentation
evidencing any such additional purchase money Indebtedness provided by C&S
Wholesale Grocers, Inc. ("C&S") shall allow for the Collateral Agent to retain a
second priority Lien on the assets securing such purchase money Indebtedness,
(ii) in no event shall the aggregate principal amount of purchase money
Indebtedness of the type described in such Section 9.04(iv) (including any such
purchase money Indebtedness permitted to be incurred under this Amendment) plus
the aggregate principal amount of Capitalized Lease Obligations (x) incurred in
Holdings' fiscal year ending December 31, 2000 exceed $10,000,000, (y) incurred
in any fiscal year of Holdings after its fiscal year ending December 31, 2000
exceed $5,000,000
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or (z) exceed $15,000,000 at any time outstanding and (iii) at the time of the
incurrence of any such purchase money Indebtedness, the Borrower shall deliver
to the Administrative Agent and the Syndication Agent an officer's certificate
executed by the Chief Financial Officer of the Borrower certifying that such
purchase money Indebtedness was incurred (or is to be) in compliance with clause
(vi) of the respective definition of "Permitted Indebtedness" contained in the
Senior Subordinated Note Indenture and the Junior Subordinated Note Agreement
and providing calculations in reasonable detail supporting such certification.

          2.  Notwithstanding anything to the contrary contained in Sections
9.07(a) and (b) of the Credit Agreement, the Borrower and its Subsidiaries shall
be permitted to make up to $7,000,000 in the aggregate of Capital Expenditures
during the period from the Third Amendment Effective Date (as defined below) to
December 31, 2000, provided that in no event shall the aggregate amount of all
Capital Expenditures made by the Borrower and its Subsidiaries pursuant to
Sections 9.07(a) and 9.07(b) of the Credit Agreement exceed $22,000,000 during
Holdings' fiscal year ending December 31, 2000.  In addition, the Lenders,
Holdings, BV Holdings and the Borrower agree that for the purposes of
determining the unutilized amount of Capital Expenditures for Holdings' fiscal
year ending December 31, 2000 that may be carried forward to Holdings' fiscal
year ending December 31, 2001, the permitted Capital Expenditure amount for such
fiscal year ending December 31, 2000 shall be deemed to be $22,000,000.

          3.  The Borrower hereby agrees that within 90 days following the Third
Amendment Effective Date it shall grant to the Collateral Agent (to the extent
that it is permitted to do so) security interests and mortgages in all Real
Property owned or leased by the Borrower pursuant to documentation reasonably
satisfactory in form and substance to the Syndication Agent and the
Administrative Agent (which documentation shall constitute "Additional Security
Documents" under the Credit Agreement); it being understood that in no event
shall the Borrower be required to take any action, other than using its
commercially reasonable efforts, to obtain consents from third parties with
respect to its compliance with this sentence.  In addition, to the extent that
the Borrower grants mortgages in Real Property located in the State of New York
pursuant to the preceding sentence, Holdings, BV Holdings, the Borrower, the
Lenders and the Agents agree to enter into an appropriate amendment to the
Credit Agreement and, to the extent a party thereto, each relevant Security
Document to rectify any disproportionate sharing of Collateral resulting from
the fact that the Borrower's obligations to repay Revolving Loans may not be
secured by such mortgages.

          4.  Holdings, BV Holdings, the Borrower, the Lenders and the Agents
hereby agree that the definitions of "Applicable Base Rate Margin" and
"Applicable Eurodollar Rate Margin" appearing in the Credit Agreement shall be
amended by increasing each percentage set forth in each such definition by (i)
0.125% from and after the Third Amendment Effective Date and (ii) an additional
0.125% from and after the 90th day following the Third Amendment Effective Date;
provided, however, in the event that THL, the THL Funds, J.W. Childs Associates
(and/or an affiliate thereof) and/or other investors reasonably acceptable to
the Syndication Agent and the Required Lenders shall have entered into an Equity
Subscription Agreement within 90 days following the Third Amendment Effective
Date providing for a cash equity contribution to be made by such Person or
Persons to Holdings in an aggregate amount

                                       2
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of at least $30,000,000 and otherwise in form and substance, and having terms
and conditions, reasonably satisfactory to the Required Lenders, any increases
to the percentages set forth in such definitions pursuant to this sentence shall
thereafter cease to have any further force or effect (and no further such
increases shall be made pursuant to this sentence) and the percentages set forth
in such definitions shall from and after the entering into of such Equity
Subscription Agreement return to the percentages set forth in such definitions
immediately prior to the Third Amendment Effective Date. In addition to any
pricing increases provided in the preceding sentence, Holdings, BV Holdings, the
Borrower, the Lenders and the Agents hereby agree that in the event that the
Borrower's debt rating for its Senior Subordinated Notes is downgraded by one
level or more (treating pluses, non-pluses, minuses and non-minuses as different
levels) by either Standard & Poor's Rating Services or Moody's Investors
Services, Inc., then the definitions of "Applicable Base Rate Margin" and
"Applicable Eurodollar Rate Margin" appearing in the Credit Agreement shall be
amended by increasing each percentage set forth in each such definition by
0.250% from such percentages set forth in such definitions at the time of such
downgrade.om such percentages set forth in such definitions at the time of such
downgrade.

          5.  Holdings, BV Holdings, the Borrower, the Lenders and the Agents
hereby agree that to the extent that any increases in the interest rates in
respect of the Obligations occur as a result of the operation of Section 4 of
this Amendment, the incremental interest expense of Holdings and its
Subsidiaries attributable to any such increase in such interest rates shall at
all times be excluded in determining the Consolidated Interest Expense.

          6.  Section 10 of the Credit Agreement is hereby amended by (i)
inserting the text "or" at the end of Section 10.11 thereof and (ii) inserting
the following new Section 10.12 at the end thereof:

          "10.12  Equity Subscription Agreement.  THL, the THL Funds, J.W.
     Childs Associates (and/or an Affiliate thereof) and/or other investors
     reasonably acceptable to the Syndication Agent and the Required Lenders
     shall not have executed and delivered an Equity Subscription Agreement on
     or prior to the 90th day following the Third Amendment Effective Date (as
     defined in the Third Amendment, dated as of August 10, 2000, to this
     Agreement) providing for a cash equity contribution to be made by such
     Person or Persons to Holdings in an aggregate amount of at least
     $30,000,000 and otherwise in form and substance, and having terms and
     conditions, reasonably satisfactory to the Required Lenders, or any such
     Person shall thereafter fail to make any equity contribution payment which
     such Person or Persons is obligated to make pursuant to the terms thereof,
     but, in each case, only to the extent that the Required Lenders shall
     determine, in their sole discretion, that the failure of any such event to
     occur shall constitute an Event of Default hereunder and written notice to
     that effect is given by the Administrative Agent to the Borrower;".

          7.  The Lenders hereby waive (i) any Default or Event of Default that
has arisen solely as a result of any Credit Agreement Party failing to comply
with Section 9.09 of the Credit Agreement from (and including) the last day of
Holdings' third Fiscal Month 2000 to (but not including) November 30, 2000 or
(ii) any Default or Event of Default that may have arisen

                                       3
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under Section 10.02 of the Credit Agreement as a consequence of the Borrower
incurring Loans or having issued for its account Letters of Credit at a time
when the Credit Agreement Parties were not in compliance with Section 9.09 of
the Credit Agreement during the period from the last day of Holdings' third
Fiscal Month 2000 to the Third Amendment Effective Date; provided, however, the
waivers set forth in this Section 7 shall cease on November 30, 2000 at which
time such Defaults and Events of Default shall be reinstated.

          8.  In order to induce the Lenders to enter into this Amendment, each
of Holdings, BV Holdings and the Borrower hereby represents and warrants that
(i) the representations and warranties contained in the Credit Agreement are
true and correct in all material respects on and as of the Third Amendment
Effective Date (it being understood and agreed that any representation or
warranty which by its terms is made as of a specified date shall be required to
be true and correct in all material respects only as of such specified date),
both before and after giving effect to this Amendment, and (ii) there exists no
Default or Event of Default on the Third Amendment Effective Date, both before
and after giving effect to this Consent.

          9.  This Amendment is limited as specified and shall not constitute a
modification, acceptance or waiver of any other provision of the Credit
Agreement or any other Credit Document.

          10.  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.

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

          12.  This Amendment shall become effective on the date (the "Third
Amendment Effective Date") when (i) Holdings, BV Holdings, the Borrower and the
Required Lenders shall have signed a counterpart hereof (whether the same or
different counterparts) and delivered (including by way of facsimile
transmission) the same to the Administrative Agent at the Notice Office and (ii)
the Borrower shall have paid to the Administrative Agent for the account of each
Lender who has executed a counterpart hereof and delivered same to the
Administrative Agent at the Notice Office on or prior to 12:00 P.M. (New York
City time) on August 14, 2000, an amendment fee equal to 0.125% of the sum of
(x) such Lender's Tranche A Term Loan Commitment on the Third Amendment
Effective Date, (y) such Lender's Revolving Loan Commitment on the Third
Amendment Effective Date and (z) the aggregate outstanding principal amount of
such Lender's Tranche A Term Loans, Tranche B Term Loans and Tranche C Term
Loans on the Third Amendment Effective Date.

                                       4
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          13.  From and after the Third Amendment Effective Date, all references
in the Credit Agreement and each of the Credit Documents to the Credit Agreement
shall be deemed to be references to the Credit Agreement as amended and modified
hereby.

                                     * * *


                                       5
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          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:  Treasurer

                                 BV HOLDINGS CORPORATION

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

                                 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 F. Klein
                                    ------------------
                                    Name:  Dana F. Klein
                                    Title:  Senior Vice President
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                                 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:
                                    ----------------------------
                                    Name:
                                    Title:

                                 FIRST SOURCE FINANCIAL LLP

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

                                 By: /s/ Kathi J. Inorio
                                    ----------------------------
                                    Name:  Kathi J. Inorio
                                    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/ Signature
                                    ----------------------------
                                    Name:
                                    Title:

                                 STEIN ROE FLOATING RATE LIMITED LIABILITY
                                    COMPANY

                                 By:  /s/ James R. Fellows
                                    ----------------------------
                                    Name:  James R. Fellows
                                    Title:  Senior Vice President

                                 VAN KAMPEN CLO I, LIMITED

                                 By: Van Kampen Management Inc., as Collateral
                                    Manager

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

                                 NUVEEN FLOATING RATE FUND

                                 By: Nuveen Senior Loan Asset Management Inc.

                                 By: /s/ Eileen T. Rives
                                    ----------------------------
                                    Name:  Eileen T. Rives
                                    Title:  Managing Director

                                 KZH STERLING LLC

                                 By: /s/ Peter Chin
                                    ----------------------------
                                    Name:  Peter Chin
                                    Title:  Authorized Agent

                                 STEIN ROE & FARNHAM CLO I LTD.

                                 By:  Stein Roe & Farnham Incorporated, as
                                    Portfolio Manager

                                 By: /s/ James R. Fellows
                                    ----------------------------
                                    Name:  James R. Fellows
                                    Title: Senior Vice President & Portfolio
                                    Manager

                                 LIBERTY- STEIN ROE ADVISOR FLOATING RATE
                                    ADVANTAGE FUND

                                 By:  Stein Roe & Farnham Incorporated, as
                                    Advisor

                                 By: /s/ James R. Fellows
                                    ----------------------------
                                    Name:  James R. Fellows
                                    Title:  Senior Vice President & Portfolio
                                    Manager
<PAGE>

                                 ELF FUNDING TRUST I

                                 By: /s/ Todd Travers
                                    ----------------------------
                                    Name:  Todd Travers
                                    Title:  Senior Portfolio Manger

                                 OSPREY INVESTMENT PORTFOLIO STRATEGIC MANAGED
                                    LOAN FUND

                                 By: /s/ Martin Davey
                                    ----------------------------
                                    Name:    Martin Davey
                                    Title:  Vice President

                                 ELT LTD.

                                 By: /s/ Ann E. Morris
                                    ----------------------------
                                    Name:  Ann E. Morris
                                    Title:  Authorized Agent

                                 CAPTIVA FINANCE LTD.

                                 By: /s/ David Dyer
                                    ----------------------------
                                    Name:  David Dyer
                                    Title:  Director