AMENDED AND RESTATED
INDEMNIFICATION IMPLEMENTATION AGREEMENT
This Amended and Restated Indemnification Implementation Agreement ("this Agreement") is entered into as of
April 20, 1994 by and between Thrifty PayLess Holdings, Inc. (formerly TCH Corporation), a Delaware
corporation ("TPH"), and United Merchandising Corp., a California corporation (and successor by merger to the
rights and obligations of Big 5 Holdings, Inc., a Delaware corporation) ("UMC"). All capitalized terms used but
not elsewhere defined in this Agreement shall have the meanings set forth in the Glossary attached to, and forming
part of, this Agreement.
The purpose of this Agreement is to implement and supplement, as between TPH and UMC, the provisions of
the Acquisition Agreements relating to PE Indemnification Claims. In particular, this Agreement is intended to
(a) those provisions of the Big 5 Agreement which preclude UMC from asserting its PE Indemnification Claims
against PE directly and requires them to be asserted exclusively through TPH as Agent; and
(b) those provisions of the Acquisition Agreements that impose dollar limitations on PE Indemnification Claims,
specifically the Minimum PE Claim Amount and the Maximum PE Claim Limitations.
This Agreement is not intended to affect or modify either Party's rights or obligations with respect to
indemnifications for Federal Tax Liability, Indemnified Other Income Tax Liability or ERISA Liability, as such
terms are defined, and because such matters are governed by, the Tax Indemnity Agreement referred to in the
PROVISIONS RELATING TO PE INDEMNIFICATION CLAIMS
1.1 Right to Assert PE Indemnification Claim.
1.1.1 The Parties acknowledge that the Minimum PE Claim Amount is applicable to the PE Indemnification
Claims of both of them in the aggregate (including, in case of TPH, "Gart Claims and "MC Claims" as defined in
Agreement), as well as of each of them individually, so