SHAREHOLDERS’ AGREEMENT dated as of November 29, 2013 among TOPS MBO CORPORATION and ITS SHAREHOLDERS IDENTIFIED HEREIN and TOPS HOLDING II CORPORATION and ITS SHAREHOLDERS IDENTIFIED HEREINShareholders’ Agreement • December 3rd, 2013 • Tops Markets Ii Corp • Retail-grocery stores • New York
THIS SHAREHOLDERS’ AGREEMENT (this “Agreement”), effective as of November 29, 2013, is by and among Tops MBO Corporation, a Delaware corporation (“MBOCo”), Tops Holding II Corporation, a Delaware corporation (“Holding”), each of their respective shareholders identified herein, and any Additional Holders (as defined below).
THIRD SUPPLEMENTAL INDENTURE Dated as of November 20, 2013 to INDENTURE Dated as of December 20, 2012 among TOPS HOLDING LLC, TOPS MARKETS, LLC and TOPS MARKETS II CORPORATION, and the Guarantors from time to time parties hereto, as Guarantors, and andIndenture • December 3rd, 2013 • Tops Markets Ii Corp • Retail-grocery stores
This THIRD SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) is dated as of November 20, 2013, by and among Tops Holding LLC, a Delaware limited liability company (“Tops Holding”), Tops Markets, LLC, a New York limited liability company (“Tops Markets”), Tops Markets II Corporation, a Delaware corporation (“Tops Markets II” and, together with Tops Holding and Tops Markets, the “Issuers”), 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”).
FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • December 3rd, 2013 • Tops Markets Ii 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 Borrowers named herein;
PURCHASE AND SALE AGREEMENT by and among EACH OF THE SELLERS LISTED ON ANNEX I, TOPS MBO CORPORATION, and TOPS HOLDING II CORPORATION, Dated as of November 14, 2013Purchase and Sale Agreement • December 3rd, 2013 • Tops Markets Ii Corp • Retail-grocery stores • Delaware
THIS PURCHASE AND SALE AGREEMENT, dated as of November 14, 2013 (this “Agreement”), is made by and among each of the Persons listed on Annex I under the heading of “Seller” (each, a “Seller” and, collectively, the “Sellers”), Tops MBO Corporation, a Delaware corporation (the “Purchaser”), and Tops Holding II Corporation, a Delaware corporation (the “Company”).
FOURTH SUPPLEMENTAL INDENTURE Dated as of November 20, 2013 to INDENTURE Dated as of December 20, 2012 among TOPS HOLDING LLC, TOPS MARKETS, LLC and TOPS MARKETS II CORPORATION, and the Guarantors from time to time parties hereto, as Guarantors, and...Fourth Supplemental Indenture • December 3rd, 2013 • Tops Markets Ii Corp • Retail-grocery stores
This FOURTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) is dated as of November 20, 2013, by and among Tops Holding LLC, a Delaware limited liability company (“Tops Holding”), Tops Markets, LLC, a New York limited liability company (“Tops Markets”), Tops Markets II Corporation, a Delaware corporation (“Tops Markets II” and, together with Tops Holding and Tops Markets, the “Issuers”), Tops Holding II Corporation, a Delaware corporation, the guarantors named on the signature pages hereto (the “Guarantors”), 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”).
