0001144204-08-071405 Sample Contracts

FIRST AMENDMENT TO AMENDED AND RESTATED PENN TRAFFIC COMPANY SUPPLY AGREEMENT
Supply 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”).

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TRANSITION SERVICES AGREEMENT
Transition Services Agreement • December 29th, 2008 • Penn Traffic Co • Retail-grocery stores • New York

THIS TRANSITION SERVICES AGREEMENT, dated as of December 21, 2008 (this “Agreement”), is made by and between C&S Wholesale Grocers, Inc., a Vermont corporation having an address at 7 Corporate Drive, Keene, NH 03431 (“C&S”), and The Penn Traffic Company, a Delaware corporation having an address at 1200 State Fair Boulevard, Syracuse, NY 13221 (“Penn Traffic”) and Big M Supermarkets, Inc., a New York corporation and wholly-owned subsidiary of Penn Traffic having an address at 1200 State Fair Boulevard, Syracuse, NY 13221 (“Big M”, and together with Penn Traffic, the “Seller Companies”).

THIRD PARTY LOGISTICS AGREEMENT
Third Party Logistics Agreement • December 29th, 2008 • Penn Traffic Co • Retail-grocery stores • New York

THIS THIRD PARTY LOGISTICS AGREEMENT (“Agreement”) is made as of the 21st day of December, 2008, by and between C&S Wholesale Grocers, Inc., a Vermont corporation having an address at 7 Corporate Drive, Keene, NH 03431 (“C&S”), and The Penn Traffic Company, a Delaware corporation having an address at 1200 State Fair Boulevard, Syracuse, NY 13221 (“Penn Traffic”).

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