INDENTURE Dated as of October 9, 2009 Among TOPS HOLDING CORPORATION TOPS MARKETS, LLC, THE GUARANTORS PARTY HERETO and U.S. BANK NATIONAL ASSOCIATION, as Trustee and U.S. BANK NATIONAL ASSOCIATION, as Collateral Agent 10.125% SENIOR SECURED NOTES DUE...Indenture • July 12th, 2010 • Tops PT, LLC • New York
INDENTURE, dated as of October 9, 2009, among Tops Holding Corporation, a Delaware corporation (the “Company”), Tops Markets, LLC, a New York limited liability company (“Tops Markets” and, together with the Company, the “Issuers”), the Guarantors (as defined herein) listed on the signature pages hereto, U.S. Bank National Association, a national banking association duly organized and existing under the laws of the United States of America, as Trustee and U.S. Bank National Association, a national banking association duly organized and existing under the laws of the United States of America, as Collateral Agent.
INTERCREDITOR AGREEMENTIntercreditor Agreement • July 12th, 2010 • Tops PT, LLC • New York
This INTERCREDITOR AGREEMENT (this “Agreement”) is dated as of October 9, 2009, and entered into by and between Bank of America, N.A., in its capacity as agent under the ABL Credit Agreement, including its successors and assigns from time to time (the “Initial ABL Agent”), and U.S. Bank National Association, as Trustee (the “Trustee”), not in its individual capacity, but solely in its capacity as trustee and collateral agent under the Indenture and (as the case may be) as collateral agent for and representative hereunder of the holders of the Additional Pari Passu Notes Obligations, including in each case its successors and assigns from time to time (in such capacities, the “Notes Agent”) and is acknowledged by Tops Holding Corporation, a Delaware corporation (the “Company”), Tops Markets, LLC, a New York limited liability company (“Tops Markets” and, together with the Company, the “Issuers”) and the subsidiaries of the Company listed on the signature pages hereof (together with any su
CREDIT AGREEMENTCredit Agreement • July 12th, 2010 • Tops PT, LLC • New York
TOPS MARKETS, LLC, a New York limited liability company, for itself and as agent (in such capacity, the “Lead Borrower”) for the other Borrowers now or hereafter party hereto;
AMENDED AND RESTATED OPERATING AGREEMENT OF TOPS MARKETS, LLCOperating Agreement • July 12th, 2010 • Tops PT, LLC • New York
This Amended and Restated Operating Agreement (the “Agreement”) of Tops Markets, LLC (the “Company”) is entered into as of the 3rd day of December, 2007 by Hank Holding Corporation, a Delaware corporation, as the sole member of the Company (the “Member”).
AMENDED AND RESTATED SHAREHOLDERS’ AGREEMENT dated as of January 29, 2010 among TOPS HOLDING CORPORATION and ITS SHAREHOLDERS IDENTIFIED HEREINShareholders’ Agreement • July 12th, 2010 • Tops PT, LLC • New York
THIS AMENDED AND RESTATED SHAREHOLDERS’ AGREEMENT (this “Agreement”) dated as of January 29, 2010 among (i) Tops Holding Corporation, a Delaware corporation (the “Company”), (ii) the Morgan Stanley Investors (as defined below), (iii) the HSBC Co-Investors (as defined below), (iv) the Management Shareholders (as defined below), and (v) the Additional Holders (as defined below).
REGISTRATION RIGHTS AGREEMENT by and among Tops Holding Corporation, Tops Markets, LLC and the Guarantors party hereto and Morgan Stanley & Co. Incorporated as the Representative of the several Initial Purchasers Dated as of October 9, 2009Registration Rights Agreement • July 12th, 2010 • Tops PT, LLC • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of October 9, 2009, by and among Tops Holding Corporation, a Delaware corporation (the “Company”) and Tops Markets, LLC, a New York limited liability company (“Tops Markets” and, together with the Company, the “Issuers”), the Guarantors party hereto (collectively, the “Guarantors”), and Morgan Stanley & Co. Incorporated (the “Representative”) as the representative of the several initial purchasers (the “Initial Purchasers”) listed on Schedule A to the Purchase Agreement (as defined below), each of whom has agreed to purchase the Issuers’ 10.125% Senior Secured Notes due 2015 (the “Notes”) which are fully and unconditionally guaranteed by the Guarantors (the “Guarantees”) pursuant to the Purchase Agreement (as defined below). The Notes and the Guarantees attached thereto are herein collectively referred to as the “Securities.”
BONUS AWARD AGREEMENTBonus Award Agreement • July 12th, 2010 • Tops PT, LLC • Delaware
This Bonus Award Agreement (this “Agreement”), effective as of October 27, 2009 (the “Effective Date”), evidences the grant by Tops Holding Corporation (the “Company”), on the terms and subject to the conditions set forth in this Agreement, of a cash bonus award to [ ] (the “Eligible Employee”).(1)
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • July 12th, 2010 • Tops PT, LLC • New York
applicable to any industry in which Seller operates which occur or become effective after the date hereof, or (ix) changes in the financial or securities markets or general economic or political conditions in the United States.
OPERATING AGREEMENT OF TOPS GIFT CARD COMPANY, LLCOperating Agreement • July 12th, 2010 • Tops PT, LLC • Virginia
This Operating Agreement (the “Agreement”) of Tops Gift Card Company, LLC (the “Company”) is entered into as of the 3rd day of October, 2008, by Tops Markets, LLC, the sole member of the Company (the “Member”).
TOPS MARKETS, LLC SUPPLY AGREEMENTSupply Agreement • July 12th, 2010 • Tops PT, LLC • New York
THIS SUPPLY AGREEMENT (the “Agreement”) is made as of November 12, 2009 (the “Effective Date”) between TOPS MARKETS, LLC, a New York limited liability company with principal offices located at 6363 Main Street, Williamsville, NY 14221-5898 (together with its successors and assigns, “Tops”) and C&S WHOLESALE GROCERS, INC., a Vermont corporation with principal offices located at 7 Corporate Drive, Keene, New Hampshire 03431 (“C&S”) and, for purposes of Sections 9.2(b), *, 9.4 and 10.3 of this Agreement, Erie Logistics, LLC (“Erie”). Each of C&S and Tops, individually, is a “Party” and together, they are “Parties” and Erie is a “Party” for purposes of the Sections listed above. Capitalized terms set forth herein shall have the meanings ascribed to them in Section 10.18 of this Agreement.
TRADEMARK SECURITY AGREEMENTTrademark Security Agreement • July 12th, 2010 • Tops PT, LLC • New York
This TRADEMARK SECURITY AGREEMENT (this “Trademark Security Agreement”) is made as of this 9th day of October, 2009, among Tops Markets, LLC (the “Grantor”), and U.S. Bank National Association, in its capacity as collateral agent for the Credit Parties (together with its successors, “Collateral Agent”).
TRADEMARK SECURITY AGREEMENTTrademark Security Agreement • July 12th, 2010 • Tops PT, LLC • New York
This TRADEMARK SECURITY AGREEMENT (this “Trademark Security Agreement”) is made as of this 29th day of January, 2010, among Tops PT, LLC (the “Grantor”), and U.S. Bank National Association, in its capacity as collateral agent for the Credit Parties (together with its successors, “Collateral Agent”).
SUPPLEMENT TO SECURITY AGREEMENTSupplement to Security Agreement • July 12th, 2010 • Tops PT, LLC
Supplement No. 1 (this “Supplement”) dated as of January 29, 2010, to the Security Agreement dated as of October 9, 2009 (as amended, restated, supplemented or otherwise modified from time to time, the “Security Agreement”) among each of the parties listed on the signature pages thereto and those additional entities that thereafter become parties thereto (collectively, jointly and severally, “Grantors” and each individually “Grantor”) and U.S. Bank National Association, in its capacity as Collateral Agent for the Secured Parties (together with its successors, “Collateral Agent”), U.S. Bank National Association as Trustee and each Additional Pari Passu Agent party thereto.
SECOND SUPPLEMENTAL INDENTURE DATED AS OF FEBRUARY 12, 2010Second Supplemental Indenture • July 12th, 2010 • Tops PT, LLC • New York
SECOND SUPPLEMENTAL INDENTURE dated as of February 12, 2010 (this “Second Supplemental Indenture”), among Tops Holdings Corporation, a corporation organized under the laws of the State of Delaware, (the “Company”), Tops Markets, LLC, a New York limited liability company (“Tops Markets” and, together with the Company “the Issuers”) the guarantors listed on the signature pages hereto (the “Guarantors”) and U.S. Bank National Association, a national banking association duly organized and existing under the laws of the United States of America, as Trustee (the “Trustee”) and U.S. Bank National Association, a national banking association duly organized and existing under the laws of the United States of America, as Collateral Agent (the “Collateral Agent”).
JOINDER AGREEMENTJoinder Agreement • July 12th, 2010 • Tops PT, LLC
TOPS PT, LLC, a New York limited liability company (the “New Borrower”), with its principal executive offices at 6363 Main Street, Williamsville, New York 14221; and
FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • July 12th, 2010 • Tops PT, LLC • New York
TOPS MARKETS, LLC, a New York limited liability company, for itself and as agent (in such capacity, the “Lead Borrower”) for the Borrowers named herein;
SECURITY AGREEMENT by TOPS HOLDING CORPORATION AND TOPS MARKETS, LLC, as Issuers and THE GUARANTORS PARTY HERETO FROM TIME TO TIME and U.S. BANK NATIONAL ASSOCIATION as Collateral Agent Dated as of October 9, 2009Security Agreement • July 12th, 2010 • Tops PT, LLC • New York
SECURITY AGREEMENT, dated as of October 9, 2009 (as amended, modified, supplemented or restated and in effect from time to time, this “Agreement”), made by (i) TOPS HOLDING CORPORATION, a Delaware corporation (in such capacity, “Holdings”) (ii) TOPS MARKETS, LLC, a New York limited liability company (in such capacity, the “Company” together with Holdings, the “Issuers”) and (iii) THE GUARANTORS LISTED ON THE SIGNATURE PAGES HERETO (the “Original Guarantors”) OR FROM TIME TO TIME PARTY HERETO BY EXECUTION OF A JOINDER AGREEMENT (the “Additional Guarantors,” and together with the Original Guarantors, the “Guarantors”), as pledgors, assignors and debtors (the Issuers, together with the Guarantors, in such capacities and together with any successors in such capacities, the “Grantors,” and each a “Grantor”), in favor of U.S. Bank National Association, having an office at 100 Wall Street, Suite 1600, New York, New York, 10005, in its capacity as collateral agent (the “Collateral Agent”) for
OPERATING AGREEMENT OF TOPS PT, LLC A NEW YORK LIMITED LIABILITY COMPANY January 20, 2010Operating Agreement • July 12th, 2010 • Tops PT, LLC • New York
The undersigned sole member (the “Member”) hereby, and with the filing of articles of organization, forms a limited liability company pursuant to and in accordance with the Limited Liability Company Law of the State of New York, as amended from time to time (the “Act”), and hereby declares the following to be the Operating Agreement of such limited liability company:
AMENDMENT TO ASSET PURCHASE AGREEMENTAsset Purchase Agreement • July 12th, 2010 • Tops PT, LLC
This Amendment (this “Amendment”) is made and entered into as of this 29th day of January 2010 (the “Amendment 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, and amends the Asset Purchase Agreement, dated as of January 7, 2010, between Buyer and Seller (the “Agreement”). Capitalized terms not defined in this Amendment shall have the meanings used in the Agreement and the Bankruptcy Sale Order (as defined in the Agreement).
ContractSupplemental Indenture • July 12th, 2010 • Tops PT, LLC • New York
Supplemental Indenture (this “Supplemental Indenture”), dated as of January 29, 2010, among Tops PT, LLC, a New York limited liability company (the “Guaranteeing Subsidiary”), a subsidiary of Tops Holdings Corporation, a Delaware corporation (the “Company”), and/or Tops Markets, LLC, a New York limited liability company (“Tops Markets” and, together with the Company, the “Issuers”), U.S. Bank National Association, a national banking association organized and existing under the bank of the United States of America, as trustee (the “Trustee”) and U.S. Bank National Association, a national banking association organized and existing under the bank of the United States of America, as Collateral Agent (the “Collateral Agent”).
EMPLOYMENT AGREEMENTEmployment Agreement • July 12th, 2010 • Tops PT, LLC • New York
WHEREAS, the Company has entered into a Limited Liability Company Interest Purchase Agreement, dated as of October 11, 2007, by and among the Company, Hank Holding Corporation, a Delaware corporation, Tops Holding, LLC, a New York limited liability company and Koninklijke Ahold N.V., a public company with limited liability organized under the laws of the Netherlands (the “Purchase Agreement”).
SUPPLEMENT TO INTERCREDITOR AGREEMENTIntercreditor Agreement • July 12th, 2010 • Tops PT, LLC
Supplement No. 1 (this “Supplement”) dated as of January 29, 2010, to the Intercreditor Agreement dated as of October 9, 2009 (as amended, restated, supplemented or otherwise modified from time to time, the “Intercreditor Agreement”) among each of the parties listed on the signature pages thereto and those additional entities that thereafter become parties thereto, Bank of America, N.A., in its capacity as agent under the ABL Credit Agreement (together with its successors, “ABL Agent”) and U.S. Bank National Association, as trustee, not in its individual capacity, but solely in its capacity as trustee and collateral agent under the Indenture and (as the case may be) as collateral agent for and representative of the holders of the Additional Pari Passu Notes Obligations, including in each case its successors and assigns from time to time (in such capacities, the “Notes Agent”)
