8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT PURSUANT

TO SECTION 13 OR 15(D) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported)        August 7, 2007

THE PENN TRAFFIC COMPANY
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
001-9930	25-0716800
(Commission File Number)	(I.R.S. Employer Identification No.)
1200 State Fair Boulevard Syracuse, New York	13221-4737
(Address of principal executive offices)	(Zip Code)

(315) 453-7284

(Registrant’s Telephone Number, Including Area Code)

NOT APPLICABLE

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

On August 7, 2007, The Penn Traffic Company (the “Company”) and certain of its subsidiaries entered into an amendment (the “Amendments”), dated as of August 1, 2007, to (i) its Credit Agreement, dated as of April 13, 2005 (as amended, the “GE Credit Agreement”), by and among the Company, various of its subsidiaries, General Electric Capital Corporation (“GE”), as agent and lender, and JPMorgan Chase Bank, N.A., The CIT Group/Business Credit and the other lenders party thereto (collectively, the “GE Lenders”) and (ii) its Credit Agreement, dated as of April 13, 2005 (as amended, the “Kimco Credit Agreement” and together with the GE Credit Agreement, the “Credit Agreements”), by and among the Company, various of its subsidiaries and Kimco Capital Corp. (“Kimco”), as agent and Lender, and the other lenders party thereto.

The Amendments to the Credit Agreements were entered into to provide the Company with additional liquidity by lowering the excess availability thresholds for purposes of determining compliance with certain financial covenants in the Credit Agreements. In addition, the Amendments make it possible for the Company to close underperforming stores and to conduct asset sales in connection therewith. In exchange therefor, the Amendments increase the prepayment penalty rates applicable under the Credit Agreements from 1% to 2% and require the Company to pay Kimco an amendment fee of $150,000. In addition, because one of the stores eligible for closure is part of the collateral securing borrowings under the Kimco Credit Agreement, the Company must make a principal loan paydown of $350,000 under the Kimco Credit Agreement and within eight months provide replacement lease collateral having a value equal to $400,000. If, however, the Company is unable to provide such replacement lease collateral in whole or in part, then the Company will make a principal repayment in the amount of the shortfall.

The above descriptions are qualified by reference to the copies of the amendments to the Credit Agreements, which are attached as Exhibits 99.1 and 99.2 and incorporated by reference herein.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

(d) The following is attached as an exhibit to this Current Report on

Form 8-K:

Exhibit	Description
99.1	Second Amendment to the GE Credit Agreement, dated as of August 1, 2007, among the Company, certain of its subsidiaries and the GE Lenders.
99.2	Second Amendment to the Kimco Credit Agreement, dated as of August 1, 2007, among the Company, certain of its subsidiaries and Kimco.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on behalf by the undersigned hereunto duly authorized.

THE PENN TRAFFIC COMPANY
By:	/s/ Daniel J. Mahoney
	Name:  Daniel J. Mahoney Title:    VP, General Counsel

Dated:  August 13, 2007

EXHIBIT INDEX

Exhibit	Description
99.1	Second Amendment to the GE Credit Agreement, dated as of August 1, 2007, among the Company, certain of its subsidiaries and the GE Lenders.
99.2	Second Amendment to the Kimco Credit Agreement, dated as of August 1, 2007, among the Company, certain of its subsidiaries and Kimco.

EX-99

EXHIBIT 99.1

SECOND AMENDMENT TO CREDIT AGREEMENT

This SECOND AMENDMENT, dated as of August 1, 2007 (this “Amendment”), to the Credit Agreement referred to below is by and among (a) THE PENN TRAFFIC COMPANY, a Delaware corporation, PENNY CURTISS BAKING COMPANY, INC., a New York corporation, and BIG M SUPERMARKETS, INC., a New York corporation (collectively referred to herein as “Borrowers” and individually as “Borrower”); (b) the other Credit Parties signatory hereto; (c) GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation (in its individual capacity, “GE Capital”), for itself, as Lender, and as Agent for Lenders; (d) THE CIT GROUP/BUSINESS CREDIT, for itself as Lender, and as Documentation Agent for Lenders; and (e) the other Lenders signatory hereto from time to time (collectively, the “Lenders”).

WITNESSETH

WHEREAS, the Borrowers, Agent, and Lenders are parties to that certain Credit Agreement, dated as of April 13, 2005 (including all annexes, exhibits and schedules thereto, and as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”); and

WHEREAS, the Agent and Lenders have agreed to amend the Credit Agreement, in the manner, and on the terms and conditions, provided for herein.

NOW THEREFORE, in consideration of the premises and for other good and valuable consideration, the receipt, adequacy and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1.Definitions. Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Credit Agreement or Annex A thereto.

2.Amendment to Section 1.9(c) of the Credit Agreement. Section 1.9(c) of the Credit Agreement is hereby amended as of the Second Amendment Effective Date by deleting the percentage “1.00%” appearing therein and inserting in lieu thereof the percentage “2.00%”.

3.Amendment to Section 6.8(e) of the Credit Agreement. Section 6.8(e) of the Credit Agreement is hereby amended as of the Second Amendment Effective Date by deleting the proviso at the end thereof and replacing it with the following:

“provided, further, that Borrowers may sell and transfer or otherwise dispose of assets in connection with the closing and sale of those stores listed on Schedule 1 to the Second Amendment, so long as such sale or other disposition otherwise complies with each of the conditions set forth in clauses (iii), (iv), (vi), (x) and (xi) of this Section 6.8(e) as reasonably determined by Agent, and such store closures shall not be included in clause (i) of this Section 6.8(e) for any purpose.”

4. Amendments to Annex A of the Credit Agreement.

(a)Annex A of the Credit Agreement is hereby amended as of the Second Amendment Effective Date by inserting the following new definition in alphabetical order therein:

“Second Amendment” means the Second Amendment to Credit Agreement, dated as of August 1, 2007, among Agent, Lenders and Borrowers, and acknowledged and agreed to by each of the other Credit Parties.

“Second Amendment Effective Date” means the date on which the conditions precedent to the effectiveness of the Second Amendment are satisfied, which date is August 1, 2007.

(b)Annex A of the Credit Agreement is hereby amended as of the Second Amendment Effective Date by amending and restating the definition of “Covenant Testing Event” in its entirety to read as follows:

“‘Covenant Testing Event’ means any time Excess Availability is less than (i) $27,500,000 for four (4) consecutive days or (ii) $25,000,000 on any day.”

5.Representations and Warranties. To induce Agent and Lenders to enter into this Amendment, each of the Credit Parties, jointly and severally, makes the following representations and warranties to Agent and Lenders:

(a)The execution, delivery and performance of this Amendment and the performance of the Credit Agreement by such Credit Party: (i) are within such Person’s corporate, limited liability company or limited partnership power, as applicable; (ii) have been duly authorized by all necessary corporate, limited liability company or limited partnership action; (iii) do not contravene any provision of such Person’s charter, bylaws or partnership or operating agreement as applicable; (iv) do not violate any law or regulation, or any order or decree of any court or Governmental Authority by which such Person or its assets are bound; (v) do not conflict with or result in the breach or termination of, constitute a default under or accelerate or permit the acceleration of any performance required by, any indenture, mortgage, deed of trust, material lease, material agreement or other material instrument to which such Person is a party or by which such Person or any of its property is bound; (vi) do not result in the creation or imposition of any Lien upon any of the property of such Person other than those in favor of Agent, on behalf of itself and Lenders, pursuant to the Loan Documents; and (vii) do not require the consent or approval of any Governmental Authority or any other Person.

(b)This Amendment has been duly executed and delivered by or on behalf of such Credit Party.

(c)This Amendment constitutes a legal, valid and binding obligation of such Credit Party, enforceable against such Credit Party in accordance with its terms.

(d) No Default or Event of Default has occurred and is continuing.

(e)The representations and warranties of such Credit Party contained in the Credit Agreement and each other Loan Document shall be true and correct on and as of the Second Amendment Effective Date with the same effect as if such representations and warranties had been made on and as of such date, except that any such representation or warranty which is expressly made only as of a specified date need be true only as of such date.

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6.Additional Agreements. The Lenders hereby authorize and consent to the Agent entering into an amendment to the SREF Intercreditor Agreement substantially in the form attached hereto as Exhibit A.

7.No Other Amendments/Waivers. Except as expressly provided herein, (a) the Credit Agreement and the other Loan Documents shall be unmodified and shall continue to be in full force and effect in accordance with its terms and (b) this Amendment shall not be deemed a waiver of any term or condition of any Loan Document and shall not be deemed to prejudice any right or rights which the Agent or any Lender may now have or may have in the future under or in connection with any Loan Document or any of the instruments or agreements referred to therein, as the same may be amended from time to time.

8.Waiver of Claims. Each of the Credit Parties hereby waives, releases, remises and forever discharges Agent, Lenders and each other Indemnified Person from any and all claims, suits, actions, investigations, proceedings or demands arising out of or in connection with the Credit Agreement (collectively, “Claims”), whether based in contract, tort, implied or express warranty, strict liability, criminal or civil statute or common law of any kind or character, known or unknown, which such Credit Party ever had, now has or might hereafter have against Agent or Lenders which relates, directly or indirectly, to any acts or omissions of Agent, Lenders or any other Indemnified Person on or prior to the date hereof; provided that, such Credit Party does not waive any Claim solely to the extent such Claim relates to the Agent’s or any Lender’s gross negligence or willful misconduct.

9.Expenses. Each Borrower hereby reconfirms its respective obligations pursuant to Section 11.3 of the Credit Agreement to pay and reimburse Agent, for all reasonable costs and expenses (including, without limitation, reasonable fees of counsel) incurred in connection with the negotiation, preparation, execution and delivery of this Amendment and all other documents and instruments delivered in connection herewith.

10.Effectiveness. This Amendment shall become effective as of the date hereof (the “Second Amendment Effective Date”) only upon satisfaction in full in the judgment of Agent of each of the following conditions:

(a)Amendment. Agent shall have counterpart signature pages of this Amendment duly executed and delivered by each of Agent, Requisite Lenders and the Credit Parties.

(b)Payment of Fees and Expenses. Borrowers shall have paid to Agent all costs, fees and expenses invoiced and owing in connection with this Amendment and the other Loan Documents and due to Agent (including, without limitation, reasonable legal fees and expenses).

(c)Amendment to Supplemental Real Estate Facility. Agent shall have received evidence that Borrowers have received a duly executed amendment to the Supplemental Real Estate Facility, in substantially the form attached hereto as Exhibit B.

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(d)Amendment to SREF Intercreditor Agreement. Agent shall have received, in form and substance satisfactory to Agent, an amendment to the SREF Intercreditor Agreement as executed and delivered by Agent and Supplemental Real Estate Facility Agent, and acknowledged and agreed to by each of the Credit Parties.

(e)Representations and Warranties. The representations and warranties of the Credit Parties in this Amendment shall be true and correct on and as of the Second Amendment Effective Date and the date hereof, except that any such representation or warranty which is expressly made only as of a specified date need be true only as of such date.

11.GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

12.Counterparts. This Amendment may be executed by the parties hereto on any number of separate counterparts and all of said counterparts taken together shall be deemed to constitute one and the same instrument.

(SIGNATURE PAGE FOLLOWS)

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IN WITNESS WHEREOF, this Amendment has been duly executed as of the date first written above.

BORROWERS THE PENN TRAFFIC COMPANY
By:	/s/
	Name:   Title:

PENNY CURTISS BAKING COMPANY, INC
By:	/s/
	Name:   Title:

BIG M SUPERMARKETS, INC.
By:	/s/
	Name:   Title:

LENDERS GENERAL ATLANTIC CAPITAL CORPORATION, as Agent and Lender
By:	/s/
	Duly Authorized Signatory

BANK OF AMERICA, N.A. as Lender
By:	/s/
	Name:   Title:

THE CIT GROUP/BUSINESS CREDIT, INC., as Documentation Agent and Lender
By:	/s/
	Name:   Title:

WACHOVIA CAPITAL CORPORATION (NEW ENGLAND) (f/k/a CONGRESS FINANCIAL CORPORATION (NEW ENGLAND)), as Lender
By:	/s/
	Name:   Title:

The following Persons are signatories to this Amendment in their capacity as Credit Parties and not as Borrowers.

SUNRISE PROPERTIES, INC.
By:	/s/
	Name:   Title:

PENNWAY EXPRESS, INC.
By:	/s/
	Name:   Title:

COMMANDER FOODS INC.
By:	/s/
	Name:   Title:

P AND C FOOD MARKETS INC. OF VERMONT
By:	/s/
	Name:   Title:

P.T. DEVELOPMENT, LLC
By:	/s/
	Name:   Title:

P.T. FAYETTEVILLE/UTICA, LLC
By:	/s/
	Name:   Title:

EX-99

EXHIBIT 99.2

SECOND AMENDMENT TO CREDIT AGREEMENT

Second Amendment, dated as of August 1, 2007, to the Credit Agreement referred to below (this “Second Amendment”) among (a) THE PENN TRAFFIC COMPANY, a Delaware corporation, PENNY CURTISS BAKING COMPANY, INC., a New York corporation, and BIG M SUPERMARKETS, INC., a New York corporation (collectively referred to herein as “Borrowers” and individually as “Borrower”); (b) the other Credit Parties signatory hereto; (c) KIMCO CAPITAL CORP., a Delaware corporation (in its individual capacity, “Kimco”), for itself, as Lender, and as Agent for Lenders (in such capacity, the “Agent”); and (d) the other Lenders signatory hereto from time to time (collectively, the “Lenders”).

WITNESSETH:

WHEREAS, the Borrowers, Agent, and Lenders are parties to that certain Credit Agreement, dated as of April 13, 2005 (including all annexes, exhibits and schedules thereto, and as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”); and

WHEREAS, Agent and Requisite Lenders have agreed to amend the Credit Agreement in the manner, and on the terms and conditions, provided for herein;

NOW THEREFORE, in consideration of the premises and for other good and valuable consideration, the receipt, adequacy and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

1.Definitions.Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Credit Agreement or Annex A thereto.

2.Amendment to Section 1.6(c) of the Credit Agreement. Section 1.6(c) of the Credit Agreement is hereby amended as of the Amendment Effective Date by deleting the percentage “1.0%” appearing therein and inserting in lieu thereof the percentage “2.0%”.

3.Amendment to Section 6.8 of the Credit Agreement. Section 6.8 of the Credit Agreement is hereby amended as of the Amendment Effective Date by (i) deleting “or” at the end of paragraph (g), (ii) deleting “.” at the end of paragraph (h) and replacing it with “ or”, and (iii) adding the following new paragraph (i) at the end thereof:

“(i)the closing of any retail store identified on Schedule I to the Second Amendment, provided, that, (i) on or before three business days from the date of the store closing of any retail store identified on such schedule that is subject to a leasehold mortgage in favor of the Agent, the Borrowers shall prepay the Loans in an aggregate amount of $350,000.00 to be applied in accordance with the last sentence of Section 1.8(a) and such prepayment shall not be subject

to any prepayment fee under Section 1.6(c), and (ii) within eight months of such closing, the Borrowers shall either (A) execute (where applicable) and deliver to Agent the documentation (which, except as specifically set forth on Schedule II to the Second Amendment, shall be dated and be in form and substance (and where applicable, in amount) acceptable to Agent and its counsel in their sole and absolute discretion) listed on Schedule II to the Second Amendment for certain of the leased real property listed on Schedule III to the Second Amendment, as selected by Agent in its sole and absolute discretion (the “Substitute Collateral”), such that the total collateral value of the Substitute Collateral, as determined by Agent in its sole and absolute discretion, shall equal $400,000.00 or (B) prepay the Loans in a principal amount equal to $400,000.00 (in addition to the prepaymen t required under clause (i) above), and such prepayment shall not be subject to any prepayment fee under Section 1.6(c), or (C) provide a combination of the items described in clause (A) and the payments described in clause (B) such that the aggregate value thereof (in the case of the items described in clause (A) as determined by the Agent in its sole and absolute discretion) is equal to $400,000.00, and such cash portion paid under clause (B) shall not be subject to any prepayment fee under Section 1.6(c), providedfurther, that as of the date of the closing of any of the stores identified in Schedule I to the Second Amendment, and after giving effect thereto, no Event of Default shall exist or have occurred and be continuing.”

4. Amendments to Annex A of the Credit Agreement.

(a)Annex A of the Credit Agreement is hereby amended as of the Amendment Effective Date by inserting the following new definition in alphabetical order therein:

“Second Amendment” means the Second Amendment to Credit Agreement, dated as of August 1, 2007, among Agent, Lenders and Borrowers, and acknowledged and agreed to by each of the other Credit Parties.

(b)Annex A of the Credit Agreement is hereby amended as of the Amendment Effective Date by amending and restating the definition of “Covenant Testing Event” in its entirety to read as follows:

“Covenant Testing Event” means any time Excess Availability is less than (i) $27,500,000 for four (4) consecutive days or (ii) $25,000,000 on any day.”

5.Representations and Warranties. To induce Agent and Requisite Lenders to enter into this Second Amendment, each of the Credit Parties, jointly and severally, makes the following representations and warranties to Agent and Lenders:

(a)The execution, delivery and performance of this Second Amendment and the performance of the Credit Agreement by such Credit Party: (i) are within such Person’s corporate, limited liability company or limited partnership power, as applicable; (ii) have been duly authorized by all necessary corporate, limited liability company or limited

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partnership action; (iii) do not contravene any provision of such Person’s charter, bylaws or partnership or operating agreement as applicable; (iv) do not violate any law or regulation, or any order or decree of any court or Governmental Authority by which such Person or its assets are bound; (v) after giving effect to the consents contemplated by paragraph 6 hereof do not conflict with or result in the breach or termination of, constitute a default under or accelerate or permit the acceleration of any performance required by, any indenture, mortgage, deed of trust, material lease, material agreement or other material instrument to which such Person is a party or by which such Person or any of its property is bound; (vi) do not result in the creation or imposition of any Lien upon any of the property of such Person other than those in favor of Agent, on behalf of itself and Lenders, pursuant to the Loan Documents; and (vii) after giving effect to the consents contemplated by paragraph 6 hereof do not require the consent or approval of any Governmental Authority or any other Person.

(b)This Second Amendment has been duly executed and delivered by or on behalf of such Credit Party.

(c)Each of this Second Amendment and the Credit Agreement constitutes a legal, valid and binding obligation of such Credit Party, enforceable against such Credit Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally.

(d)No Default or Event of Default has occurred and is continuing after giving effect to this Second Amendment.

(e)The representations and warranties of such Credit Party contained in the Credit Agreement and each other Loan Document shall be true and correct on and as of the Amendment Effective Date, except that any such representation or warranty which is expressly made only as of a specified date need be true only as of such date and except for changes therein expressly permitted by the Credit Agreement.

6.Additional Agreements. The Lenders hereby authorize and consent to (i) the Agent entering into an amendment to the SREF Intercreditor Agreement substantially in the form attached hereto as Exhibit A (the “SREF Intercreditor Consent”) and (ii) the Borrowers entering into an amendment to the GE Credit Agreement substantially in the form attached hereto as Exhibit B (the “GE Credit Agreement Amendment”).

7.No Other Amendments/Waivers. Except as expressly amended herein, the Credit Agreement and the other Loan Documents shall be unmodified and shall continue to be in full force and effect in accordance with their terms. In addition, except as expressly set forth herein, this Second Amendment shall not be deemed a waiver of any term or condition of any Loan Document and shall not be deemed to prejudice any right or rights which Agent or any Lender may now have or may have in the future under or in connection with any Loan Document or any of the instruments or agreements referred to therein, as the same may be amended from time to time.

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8.Outstanding Indebtedness; Waiver of Claims. Each Credit Party hereby acknowledges and agrees that as of August 1, 2007, the aggregate outstanding principal amount of the Loans is $25,500,000(the “Outstanding Obligations”), and that such principal amounts are payable pursuant to the Credit Agreement without defense, offset, withholding, counterclaim or deduction of any kind. Each of the Credit Parties hereby waives, releases, remises and forever discharges Agent, Lenders and each other Indemnified Person from any and all claims, suits, actions, investigations, proceedings or demands arising out of or in connection with the Credit Agreement (collectively, “Claims”), whether based in contract, tort, implied or express warranty, strict liability, criminal or civil statute or common law of any kind or character, known or unknown, which such Credit Party ever had, now has or might hereafter have against Agent or Lenders which relates, directly or indirectly, to any acts or omissions of Agent, Lenders or any other Indemnified Person on or prior to the date hereof; provided that, such Credit Party does not waive any Claim solely to the extent such Claim relates to the Agent’s or any Lender’s gross negligence or willful misconduct.

9.Expenses. Each Borrower hereby reconfirms its respective obligations pursuant to Section 11.3 of the Credit Agreement to pay and reimburse Agent, for all reasonable costs and expenses (including, without limitation, reasonable fees of counsel) incurred in connection with the negotiation, preparation, execution and delivery of this Second Amendment and all other documents and instruments delivered in connection herewith.

10.Effectiveness. This Second Amendment shall be deemed effective as of the date hereof (the “Amendment Effective Date”) only upon satisfaction in full in the reasonable judgment of Agent of each of the following conditions:

(a)Second Amendment. Agent shall have received counterpart signature pages of this Second Amendment duly executed and delivered by each of Agent, Requisite Lenders and the Credit Parties.

(b)Payment of Fees and Expenses. Borrowers shall have paid to Agent (i) an amendment fee in the amount of $150,000 for account of the Lenders and (ii) all costs, fees and expenses invoiced and owing in connection with this Second Amendment and the other Loan Documents and due to Agent (including, without limitation, reasonable legal fees and expenses).

(c)Amendment to GE Credit Agreement. Agent shall have received evidence that Borrowers have received a duly executed GE Credit Agreement Amendment.

(d)Consent Under SREF Intercreditor. The Agent shall have received a copy of a fully executed SREF Intercreditor Consent.

(e)Representations and Warranties. The representations and warranties of the Credit Parties in this Second Amendment shall be true and correct on and as of the Amendment Effective Date and the date hereof, except that any such representation or warranty which is expressly made only as of a specified date need be true only as of such date.

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11.GOVERNING LAW. THIS SECOND AMENDMENT SHALL BE GOVERNED BY, AND INTERPRETED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK.

12.Counterparts. This Second Amendment may be executed by the parties hereto on any number of separate counterparts and all of said counterparts taken together shall be deemed to constitute one and the same instrument.

[SIGNATURE PAGES FOLLOW]

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IN WITNESS WHEREOF, this Amendment has been duly executed as of the date first written above.

BORROWERS THE PENN TRAFFIC COMPANY
By:	/s/
	Name:   Title:

PENNY CURTISS BAKING COMPANY, INC
By:	/s/
	Name:   Title:

BIG M SUPERMARKETS, INC.
By:	/s/
	Name:   Title:

LENDERS KIMCO CAPITAL CORP., as Agent and Lender
By:	/s/
	Name:  Title:

JUBILEE-VI LLC, a Delaware limited liability company, As successor-in-interest to JUBILEE LIMITED PARTNERSHIP V, as Lender
By:	/s/
	Name:   Title:

The following Persons are signatories to this Amendment in their capacity as Credit Parties and not as Borrowers.

SUNRISE PROPERTIES, INC.
By:	/s/
	Name:   Title:

PENNWAY EXPRESS, INC.
By:	/s/
	Name:   Title:

COMMANDER FOODS INC.
By:	/s/
	Name:   Title:

P AND C FOOD MARKETS INC. OF VERMONT
By:	/s/
	Name:   Title:

P.T. DEVELOPMENT, LLC
By:	/s/
	Name:   Title:

P.T. FAYETTEVILLE/UTICA, LLC
By:	/s/
	Name:   Title: