REGISTRATION RIGHTS AGREEMENT by and among Tops Holding Corporation, Tops Markets, LLC and the Guarantors party hereto and Merrill Lynch, Pierce, Fenner & Smith Incorporated as the Representative of the several Initial Purchasers Dated as of December...Registration Rights Agreement • December 20th, 2012 • Tops Holding Corp • Retail-grocery stores • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of December 20, 2012, 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 Merrill Lynch, Pierce, Fenner & Smith 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’ 8.875% Senior Secured Notes due 2017 (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.”
INDENTURE Dated as of December 20, 2012 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 8.875% SENIOR SECURED NOTES...Indenture • December 20th, 2012 • Tops Holding Corp • Retail-grocery stores • New York
INDENTURE, dated as of December 20, 2012, 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 AGREEMENT by and between BANK OF AMERICA, N.A., as ABL Agent, and U.S. BANK, NATIONAL ASSOCIATION, as Trustee Dated as of December 20, 2012Intercreditor Agreement • December 20th, 2012 • Tops Holding Corp • Retail-grocery stores • New York
AMENDED AND RESTATED CREDIT AGREEMENT Dated as of December 14, 2012 among TOPS MARKETS, LLC, as the Lead Borrower For The Borrowers Party Hereto The BORROWERS Party Hereto The GUARANTORS Party Hereto BANK OF AMERICA, N.A. as Administrative Agent,...Credit Agreement • December 20th, 2012 • Tops Holding Corp • Retail-grocery stores • 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;
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 December 20, 2012Security Agreement • December 20th, 2012 • Tops Holding Corp • Retail-grocery stores • New York
SECURITY AGREEMENT, dated as of December 20, 2012 (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, “Tops Holding”) (ii) TOPS MARKETS, LLC, a New York limited liability company (in such capacity, the “Tops Markets” together with Tops Holding, 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, in its capacity as collateral agent (together, with any successors and assigns, in such capacity, the “Collateral Agent”) for
