Supplement to Intercreditor Agreement Sample Contracts

SUPPLEMENT TO INTERCREDITOR AGREEMENT
Supplement to Intercreditor 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”)

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