Exhibit 10.23(a) AMENDED AND RESTATED MANAGEMENT AGREEMENT AMENDED AND RESTATED MANAGEMENT AGREEMENT (the"Agreement"), dated as of December 2, 1999 among THE PENN TRAFFIC COMPANY, a Delaware corporation, (the "COMPANY"), HIRSCH & FOX, L.L.C., a...Management Agreement • December 14th, 1999 • Penn Traffic Co • Retail-grocery stores • New York
AMENDMENT NO. 14 TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • October 16th, 1996 • Penn Traffic Co • Retail-grocery stores • New York
EXHIBIT 99.1 ------------ SEPARATION AGREEMENT AGREEMENT made this ____ day of _______, ____ (hereinafter referred to as the "Agreement"), by and between RANDY P. MARTIN, Senior Vice President - Finance (hereinafter referred to as "Martin"), and THE...Separation Agreement • February 1st, 2007 • Penn Traffic Co • Retail-grocery stores • New York
EXHIBIT 99.1 ------------ CONSULTING AGREEMENT CONSULTING AGREEMENT, dated as of June 29, 2006, between Robert J. Kelly (the "CONSULTANT") and The Penn Traffic Company, a Delaware corporation (the "COMPANY"). WHEREAS, the Company deems it advisable to...Consulting Agreement • June 30th, 2006 • Penn Traffic Co • Retail-grocery stores • New York
EXHIBIT 10.27 REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT dated as of June 29, 1999 (this "Agreement"), by and among THE PENN TRAFFIC COMPANY, a Delaware corporation (the "Company"), and the Holders (as hereinafter defined) of...Registration Rights Agreement • September 14th, 1999 • Penn Traffic Co • Retail-grocery stores • New York
Exhibit 10.5S AMENDMENT NO. 18 AND WAIVER TO LOAN AND SECURITY AGREEMENT AMENDMENT No. 18, dated as of August 31, 1998 (this "AMENDMENT") to that certain Loan and Security Agreement dated as of March 5, 1993, as amended by Amendment Nos. 1, 2, 3, 4,...Loan and Security Agreement • September 15th, 1998 • Penn Traffic Co • Retail-grocery stores • New York
EXHIBIT 10.2 ------------ REGISTRATION RIGHTS AGREEMENT BY AND AMONG THE PENN TRAFFIC COMPANYRegistration Rights Agreement • December 14th, 2007 • Penn Traffic Co • Retail-grocery stores • New York
EXHIBIT 10.1 AMENDED AND RESTATED EMPLOYMENT AGREEMENT This Employment Agreement (the "AGREEMENT") is entered into as of this 19th day of December, 2001, by and between The Penn Traffic Company (the "COMPANY") and Joseph V. Fisher (the "EXECUTIVE")....Employment Agreement • May 3rd, 2002 • Penn Traffic Co • Retail-grocery stores • New York
EXHIBIT 10.1 ------------ SECURITIES PURCHASE AGREEMENT by and among THE PENN TRAFFIC COMPANYSecurities Purchase Agreement • December 14th, 2007 • Penn Traffic Co • Retail-grocery stores • New York
1. Employment. (a) The Company hereby agrees that Executive shall, during the Term (as defined), continue to act as President and Chief Executive Officer of the Company. (b) Executive hereby accepts his continued employment as the President and Chief...Employment Agreement • April 28th, 2000 • Penn Traffic Co • Retail-grocery stores • New York
Exhibit 10.21(b) AMENDMENT NO. 2 TO EMPLOYMENT AGREEMENT This Amendment No. 2 To Employment Agreement (the "AMENDMENT") is entered into as of this 2nd day of December, 1999 by and between The Penn Traffic Company (the "COMPANY") and Joseph V. Fisher...Employment Agreement • December 14th, 1999 • Penn Traffic Co • Retail-grocery stores
EXHIBIT 10.3 AMENDED AND RESTATED EMPLOYMENT AGREEMENT This Employment Agreement (the "AGREEMENT") is entered into as of this 19th day of December, 2001, by and between The Penn Traffic Company (the "COMPANY") and Martin A. Fox (the "EXECUTIVE")....Employment Agreement • May 3rd, 2002 • Penn Traffic Co • Retail-grocery stores • New York
Exhibit 10.17 EMPLOYMENT AGREEMENTEmployment Agreement • May 1st, 1997 • Penn Traffic Co • Retail-grocery stores • New York
AMENDMENT NO. 19 AND WAIVER TO LOAN AND SECURITY AGREEMENT AMENDMENT NO. 19, dated as of December 14, 1998 (this "Amendment") to that certain Loan and Security Agreement dated as of March 5, 1993, as amended by Amendment Nos. 1, 2, 3, 4, 5, 6, 7, 8,...Loan and Security Agreement • December 15th, 1998 • Penn Traffic Co • Retail-grocery stores • New York
EXHIBIT 99.2 ------------ AMENDMENT NO. 5 TO REVOLVING CREDIT AND TERM LOAN AGREEMENT AMENDMENT NO. 5, dated as of May 8, 2003 (this "AMENDMENT") to that certain Revolving Credit and Term Loan Agreement dated as of June 29, 1999, as amended as of June...Revolving Credit and Term Loan Agreement • May 14th, 2003 • Penn Traffic Co • Retail-grocery stores • New York
EXHIBIT 99.1 ------------ December 12, 2006 Mr. Robert Panasuk Co-Chief Operating Officer The Penn Traffic Company P.O. Box 4737 Syracuse, NY 13221 Dear Bob: On behalf of The Penn Traffic Company Board of Directors, it is my pleasure to offer you the...Employment Agreement • December 18th, 2006 • Penn Traffic Co • Retail-grocery stores
January 31, 2000 Hirsch & Fox, LLC 411 Theodore Fremd Avenue Rye, New York 10580 Attention: Gary D. Hirsch Dear Mr. Hirsch: Reference is hereby made to that certain Amended and Restated Management Agreement dated as of December 2, 1999 (the...Management Agreement • April 28th, 2000 • Penn Traffic Co • Retail-grocery stores • New York
AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENTEmployment Agreement • December 12th, 2000 • Penn Traffic Co • Retail-grocery stores
August 6, 1998 Mr. Phillip E. Hawkins 26140 Birchfield Drive Rancho Palos Verdes, CA 90275 Dear Mr. Hawkins: Reference is hereby made to that certain Employment Agreement entered into as of March 11, 1997 (the "EMPLOYMENT AGREEMENT") between Phillip...Employment Agreement • September 15th, 1998 • Penn Traffic Co • Retail-grocery stores • New York
GRAPHIC OMITTED -- LOGO] THE PENN TRAFFIC COMPANY October 2, 2006 Mr. Robert Panasuk 14 Coe Farm Road Montebello, New York 10902 Dear Bob. On behalf of Robert Kelly, Chairman of the Board of Directors, we are pleased to offer you the position of...Employment Agreement • October 6th, 2006 • Penn Traffic Co • Retail-grocery stores
EXHIBIT 99.1 ------------ CHANGE IN CONTROL PROTECTION AGREEMENT This Change in Control Protection Agreement, dated as of ______________ (this "AGREEMENT"), between The Penn Traffic Company (the "COMPANY") and ______________ (the "KEY EMPLOYEE"). R E...Change in Control Protection Agreement • April 18th, 2006 • Penn Traffic Co • Retail-grocery stores • New York
EARLY RETIREMENT AGREEMENT AND RELEASEEarly Retirement Agreement • May 1st, 1997 • Penn Traffic Co • Retail-grocery stores
EXHIBIT 10.1 ------------ GLOBAL SETTLEMENT AGREEMENT AND MUTUAL RELEASE THIS GLOBAL SETTLEMENT AGREEMENT AND MUTUAL RELEASE ("Global Settlement Agreement"), dated as of February 4, 2005 is entered into by and between The Pension Benefit Guaranty...Global Settlement Agreement • February 11th, 2005 • Penn Traffic Co • Retail-grocery stores • New York
EXHIBIT 99.2 ------------ WAIVER AND FORBEARANCE AGREEMENT WAIVER AND FORBEARANCE AGREEMENT dated as of May 2, 2003 (the "AGREEMENT"), among The Penn Traffic Company, Dairy Dell, Inc., Big M Supermarkets Inc. and Penny Curtiss Baking Company Inc....Waiver and Forbearance Agreement • May 5th, 2003 • Penn Traffic Co • Retail-grocery stores • New York
May 2, 2007 Mr. Tod A. Nestor 2127 North Villa Court Gibsonia, PA 15044 Dear Tod, On behalf of Robert Panasuk, President and CEO, we are pleased to offer you the position of SENIOR VICE PRESIDENT, CHIEF FINANCIAL OFFICER. Your employment will commence...Employment Agreement • May 9th, 2007 • Penn Traffic Co • Retail-grocery stores
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • December 22nd, 2009 • Penn Traffic Co • Retail-grocery stores • New York
This Asset Purchase Agreement (this "Agreement") is made and entered into as of this 15th day of December 2009 (the “Execution Date”), by and between PRICE CHOPPER OPERATING CO., INC. ("Buyer"), a New York corporation or its assignee(s), having its principal place of business at 501 Duanesburg Road, Schenectady, New York 12306, and THE PENN TRAFFIC COMPANY ("Seller"), a Delaware corporation, as successor to P & C Food Markets, Inc., having a place of business at 1200 State Fair Boulevard, P.O. Box 4965, Syracuse, New York 13206. Capitalized terms used in this Agreement are defined or cross-referenced in Exhibit A.
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • January 12th, 2010 • Penn Traffic Co • Retail-grocery stores • New York
This Asset Purchase Agreement (this “Agreement”) is made and entered into as of this 7th day of January 2010 (the “Execution Date”), by and between (i) TOPS MARKETS, LLC (or its assignee(s)), a New York limited liability company, having a place of business at 6363 Main St., Williamsville, NY 14221(“Buyer”), and (ii) THE PENN TRAFFIC COMPANY and its affiliated entities (collectively, “Seller”), a Delaware corporation, as successor to P & C Food Markets, Inc., having a place of business at 1200 State Fair Boulevard, P.O. Box 4965, Syracuse, New York 13206. Capitalized terms used in this Agreement are defined or cross-referenced in Exhibit A.
EXHIBIT 99.1 ------------ CHAIRMAN RETENTION AGREEMENT CHAIRMAN RETENTION AGREEMENT, dated as of this 16th day of September, 2003 (the "Effective Date"), between The Penn Traffic Company, a Delaware corporation (the "Company"), and James A. Demme (the...Chairman Retention Agreement • September 18th, 2003 • Penn Traffic Co • Retail-grocery stores • New York
AMONGSecurity and Collateral Agreement • July 14th, 1999 • Penn Traffic Co • Retail-grocery stores
ASSET PURCHASE AGREEMENT By and Between C&S Wholesale Grocers, Inc. (“Purchaser”) and The Penn Traffic Company and Big M Supermarkets, Inc. (together, the “Seller Companies”) December 17, 2008Asset Purchase Agreement • December 23rd, 2008 • Penn Traffic Co • Retail-grocery stores • New York
THIS ASSET PURCHASE AGREEMENT (“Agreement”) is made as of December 17, 2008, by and between C&S Wholesale Grocers, Inc., a Vermont corporation having an address at 7 Corporate Drive, Keene, NH 03431 (“Purchaser”), and The Penn Traffic Company, a Delaware corporation having an address at 1200 State Fair Boulevard, Syracuse, NY 13221 (“Seller”) and Big M Supermarkets, Inc., a New York corporation and wholly-owned subsidiary of Seller having an address at 1200 State Fair Boulevard, Syracuse, NY 13221 (“Big M”, and together with the Seller, the “Seller Companies”).
FIRST AMENDMENT TO AMENDED AND RESTATED PENN TRAFFIC COMPANY SUPPLY AGREEMENTSupply Agreement • December 29th, 2008 • Penn Traffic Co • Retail-grocery stores • New York
THIS FIRST AMENDMENT TO AMENDED AND RESTATED PENN TRAFFIC COMPANY SUPPLY AGREEMENT, made and effective as of the 21st day of December, 2008 (this “First Amendment”), is by and between The Penn Traffic Company (“Penn Traffic”) and C&S Wholesale Grocers, Inc. (“C&S”).
FOURTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • March 31st, 2008 • Penn Traffic Co • Retail-grocery stores • New York
This FOURTH AMENDMENT, dated as of March 27, 2008 (the “Amendment”), to the Credit Agreement referred to below is by and among: (a) THE PENN TRAFFIC COMPANY, a Delaware corporation (“Penn Traffic”), PENNY CURTISS BAKING COMPANY, INC., a New York corporation, and BIG M SUPERMARKETS, INC., a New York corporation (collectively referred to herein as the “ Borrowers” and individually as a “Borrower”); (b) the other Credit Parties signatory hereto; (c) KIMCO CAPITAL CORP., a Delaware corporation, for itself, as Lender, and as Agent for the Lenders (in such capacity, the “Agent”); and (d) the other Lenders signatory hereto from time to time (collectively, the “Lenders”).
EXHIBIT 99.1 ------------ THE PENN TRAFFIC COMPANY PHANTOM STOCK AWARD AGREEMENT THIS PHANTOM STOCK AWARD AGREEMENT (this "AGREEMENT"), is entered into as of this ___day of _____, _____, by and between The Penn Traffic Company, a Delaware corporation...Phantom Stock Award Agreement • May 18th, 2007 • Penn Traffic Co • Retail-grocery stores • New York
FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • August 17th, 2007 • Penn Traffic Co • Retail-grocery stores • New York
This FIRST AMENDMENT, dated as of December 26, 2006 (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) 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) and the other Lenders signatory hereto from time to time (collectively, the “Lenders”).
United States Attorneys Office Northern District of New York Syracuse, NY 13261-7198 October 23, 2008 William J. Schwartz, Esq. Cooley Godward Kronish LLP New York, NY 10036-7796 RE: The Penn Traffic Company Dear Mr. Schwartz:Agreement Between the Usao and the Penn Traffic Company • December 11th, 2008 • Penn Traffic Co • Retail-grocery stores
This letter sets forth the agreement between the United States Attorney’s Office for the Northern District of New York (the “USAO”), and The Penn Traffic Company (“Penn Traffic”).
