S-4

As filed with the Securities and Exchange Commission on July 9, 2010

Registration Statement No. 333-          

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

TOPS HOLDING CORPORATION
TOPS MARKETS, LLC
(Exact Name of Registrant as Specified in Its Charter)

Delaware
New York
(State or Other Jurisdiction of
Incorporation or Organization) 5411
5411
(Primary Standard Industrial
Classification Code Number) 26-1252536
16-1592810
(I.R.S. Employer
Identification No.)

6363 Main Street, Williamsville, New York 14221
Telephone: (716) 635-5000
(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant's Principal Executive Offices)

See Table of Additional Registrant Guarantors Continued on the Next Page

Kevin Darrington
Tops Markets, LLC
P.O. Box 1027
Buffalo, NY 14240-1027
Telephone: (716) 635-5000
(Name, address, including zip code, and telephone number, including area code, of agent of service)

with a copy to:
Michael Benjamin
Stephen T. Giove
Shearman & Sterling LLP
599 Lexington Avenue
New York, New York 10022
Telephone: (212) 848-4000

Approximate date of commencement of proposed sale to the public:
As soon as practicable after this Registration Statement becomes effective.

          If the securities being registered on this form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box.    o

          If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

          If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

          Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer o Accelerated filer o Non-accelerated filer ý
(Do not check if a smaller
reporting company) Smaller reporting company o

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to be Registered	Amount to be Registered(1)	Proposed Maximum Offering Price per Unit(1)	Proposed Maximum Aggregate Offering Price(1)	Amount of Registration Fee
10.125% Senior Secured Notes due 2015	$350,000,000	100%	$350,000,000	$24,955
Guarantees of 10.125% Senior Secured Notes due 2015	N/A	N/A	N/A	N/A(2)

(1)

Estimated solely for purposes of calculating the registration fee pursuant to Rule 457(f) under the Securities Act of 1933, as amended (the "Securities Act").

(2)

The guarantee by each of the additional registrants listed below of the principal and interest on the exchange notes is also being registered hereby. No separate consideration will be received for the guarantees. Pursuant to Rule 457(n) under the Securities Act, no registration fee is required with respect to the guarantees.

The Registrants hereby amend this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrants shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

TABLE OF ADDITIONAL REGISTRANTS

Exact Name of Registrant as Specified in its Charter	State or Other Jurisdiction of Incorporation or Organization	Primary Standard Industry Classification Number		I.R.S. Employer Identification No.
Tops PT, LLC(1)	New York		5411		27-1702050
Tops Gift Card Company, LLC(1)	Virginia		5411		26-3346105

(1)

Registrant's address is 6363 Main Street, Williamsville, New York 14221.

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and we are not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED JULY 9, 2010.

Prospectus

Tops Holding Corporation

Tops Markets, LLC

Offer to Exchange

all outstanding unregistered 10.125% Senior Secured Notes due 2015 ($350,000,000 aggregate principal amount)
for
10.125% Senior Secured Notes due 2015 that have been registered under the Securities Act of 1933,
as amended (the "Securities Act")

Fully and unconditionally guaranteed as to payment of principal and interest by the guarantors

        This prospectus and accompanying letter of transmittal relate to our proposed offer to exchange up to $350,000,000 aggregate principal amount of 10.125% Senior Secured Notes due 2015, which are registered under the Securities Act, for any and all of our unregistered 10.125% Senior Secured Notes due 2015, $275,000,000 of which were issued on October 9, 2009 and $75,000,000 of which were issued on February 12, 2010. The exchange notes are guaranteed as to payment of principal and interest by all of our domestic subsidiaries (the "guarantors"). The unregistered notes have certain transfer restrictions. The exchange notes will be freely transferable.

        The principal features of the exchange offer are as follows:

•

THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON                , 2010, UNLESS WE EXTEND THE OFFER.

•

You may withdraw tendered outstanding unregistered notes at any time prior to the expiration of the exchange offer.

•

We will exchange all outstanding unregistered notes that are validly tendered and not validly withdrawn prior to the expiration of the exchange offer for an equal principal amount of exchange notes.

•

The terms of the exchange notes to be issued are substantially similar to the unregistered notes, except they are registered under the Securities Act, do not have any transfer restrictions and do not have registration rights or rights to additional interest.

•

The exchange of unregistered notes for exchange notes pursuant to the exchange offer will not be a taxable event for U.S. federal income tax purposes.

•

We will not receive any proceeds from the exchange offer.

•

We do not intend to apply for listing of the exchange notes on any securities exchange or automated quotation system.

We are not asking you for a proxy and you are not required to send us a proxy.

Please see "Risk Factors" beginning on page 12 for a discussion of certain factors you should consider in connection with the exchange offer.

Neither the U.S. Securities and Exchange Commission (the "SEC") nor any other federal or state agency has approved or disapproved of these securities to be distributed in the exchange offer, nor have any of these organizations determined that this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is                , 2010.

        Each holder of an unregistered note wishing to accept the exchange offer must deliver the unregistered note to be exchanged, together with the letter of transmittal that accompanies this prospectus and any other required documentation, to the exchange agent identified in this prospectus. Alternatively, you may effect a tender of unregistered notes by book-entry transfer into the exchange agent's account at The Depository Trust Company ("DTC"). All deliveries are at the risk of the holder. You can find detailed instructions concerning delivery in the section called "The Exchange Offer" in this prospectus and in the accompanying letter of transmittal.

        If you are a broker-dealer that receives exchange notes for your own account, you must acknowledge that you will deliver a prospectus in connection with any resale of the exchange notes. The letter of transmittal accompanying this prospectus states that, by so acknowledging and by delivering a prospectus, you will not be deemed to admit that you are an "underwriter" within the meaning of the Securities Act. You may use this prospectus, as we may amend or supplement it in the future, for your resales of exchange notes. We will use commercially reasonable efforts to have the registration statement, of which this prospectus forms a part, remain effective until 180 days after                , 2010 for use by the participating broker-dealers. We will also amend or supplement this prospectus during this 180-day period, if requested by one or more participating broker-dealers, in order to expedite or facilitate such resales.

Table of Contents

	Page
ABOUT THIS PROSPECTUS	i
TRADEMARKS	ii
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS	ii
SUMMARY	1
RISK FACTORS	12
USE OF PROCEEDS	32
CAPITALIZATION	33
SELECTED HISTORICAL CONSOLIDATED FINANCIAL AND OPERATING DATA	34
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION	36
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	45
BUSINESS	66
MANAGEMENT	71
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS	84
DESCRIPTION OF OTHER INDEBTEDNESS	86
THE EXCHANGE OFFER	87
MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS	159
PLAN OF DISTRIBUTION	164
LEGAL MATTERS	165
EXPERTS	165
WHERE YOU CAN FIND MORE INFORMATION	165
INDEX TO FINANCIAL STATEMENTS	F-1

ABOUT THIS PROSPECTUS

        In this prospectus, references to "we," "our," "us" and the "Company" are to Tops Holding Corporation and each of its consolidated subsidiaries, and references to the "issuers" are to Tops Holding Corporation and Tops Markets, LLC and not to any of their subsidiaries, except in each case where otherwise indicated or the context otherwise requires.

        You should rely only on the information contained in this prospectus. We have not authorized any other person to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. We are not making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. You should assume that the information appearing in this prospectus is accurate only as of the date of this prospectus. Our business, financial condition, results of operations and prospects may have changed since this date.

        The fiscal periods presented in this prospectus are: the 16-week periods ended April 24, 2010 and April 18, 2009, the 53-week period from December 28, 2008 to January 2, 2010, which we refer to as "Fiscal 2009"; the 52-week period from December 30, 2007 to December 27, 2008, which we refer to as "Fiscal 2008"; the four-week period from December 2, 2007 to December 29, 2007 and the 48-week period from December 31, 2006 to December 1, 2007, which we refer to as "Fiscal 2007 Successor Period" and "Fiscal 2007 Predecessor Period," respectively; and the 52-week period from January 1, 2006 to December 30, 2006, which we refer to as "Fiscal 2006."

        Whenever we refer in this prospectus to the 10.125% Senior Secured Notes due 2015 issued on October 9, 2009 and February 12, 2010, we will refer to them as the "unregistered notes." Whenever we refer in this prospectus to the registered 10.125% Senior Secured Notes due 2015, we will refer to them as the "exchange notes." The unregistered notes and the exchange notes are collectively referred to as the "notes."

i

TRADEMARKS

        In this prospectus, we refer (without the ownership notation) to (1) several trademarks that we own or license, including Tops and Tops Friendly Markets; (2) the P&C and Quality Markets trademarks we acquired from The Penn Traffic Company ("Penn Traffic") in January 2010; and (3) the Bi-Lo trademark which we license from C&S Wholesale Grocers ("C&S") subsequent to the Penn Traffic acquisition. All brand names or other trademarks appearing in this prospectus are the property of their respective owners.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

        This prospectus includes forward-looking statements about future events. Generally, the words "believe," "expect," "intend," "estimate," "anticipate," "project," "will," "could," "may," "plan," "potential" and similar expressions identify forward-looking statements, which generally are not historical in nature.

        Important assumptions relating to these forward-looking statements include, among others, assumptions regarding:

•

our ability to successfully integrate the acquisition of the assets of Penn Traffic;

•

the severity of the current economic conditions and the impact on consumer demand and spending and our pricing strategy;

•

pricing, market strategies, the expansion, consolidation and other activities of competitors, and our ability to respond to the promotional practices of competitors;

•

our ability to effectively increase or maintain our profit margins;

•

the success of our expansion and renovation plans;

•

fluctuations in utility, fuel and commodity prices, which could impact consumer spending and buying habits and the cost of doing business;

•

our exposure to the local economy and other adverse conditions due to our geographic concentration;

•

risks of natural disasters and severe weather conditions;

•

supply problems with our suppliers and vendors;

•

our relationships with unions and unionized employees, and the terms of future collective bargaining agreements or labor strikes;

•

increased operating costs resulting from rising employee benefit costs or pension funding obligations;

•

changes in, or the failure or inability to comply with, laws and governmental regulations, applicable to the operation of our pharmacy and other businesses;

•

the adequacy of our insurance coverage against claims of our consumers in connection with our pharmacy services;

•

estimates of the amount and timing of payments under our self-insurance policies;

•

risks of liability under environmental laws and regulations;

•

risks inherent in our motor fuel operations;

ii

•

events that give rise to actual or potential food contamination, drug contamination or food-borne illness or any adverse publicity relating to these types of concerns, whether or not valid;

•

our ability to retain key personnel;

•

our ability to maintain and improve our information technology systems;

•

litigation claims or legal proceedings against us;

•

decisions by our controlling shareholders that may conflict with the interests of the holders of our notes;

•

our ability to divest unwanted assets acquired in the acquisition of the assets of Penn Traffic; and

•

other factors discussed under "Risk Factors" and elsewhere in this prospectus.

        Forward-looking statements reflect our current expectations, based on currently available information, and are not guarantees of performance. Although we believe that the expectations reflected in such forward-looking statements are reasonable, these expectations could prove inaccurate as such statements involve risks and uncertainties, many of which are beyond our ability to control or predict. Should one or more of these risks or uncertainties, or other risks or uncertainties not currently known to us or that we currently deem to be immaterial, materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those anticipated, estimated or projected. Important factors relating to these risks and uncertainties include, but are not limited to, those described under the heading "Risk Factors" in this prospectus. We caution that one should not place undue reliance on forward-looking statements, which speak only as of the date on which they are made. You should carefully read this prospectus in its entirety as it contains important information about our business and the risks we face.

iii

SUMMARY

The following summary contains basic information about us and the exchange offer. It may not contain all of the information that is important to you. Before you make an investment decision, you should review this prospectus in its entirety, including the risk factors, our financial statements and the related notes appearing elsewhere in this prospectus.

Company Overview

        We are a leading supermarket retailer in our Upstate New York and Northern Pennsylvania markets. Introduced in 1962, our Tops brand is widely recognized as a strong retail supermarket brand name in Upstate New York supported by strong customer loyalty and attractive supermarket locations. We currently operate 126 corporate retail locations with an additional five franchise locations. We are headquartered in Williamsville, New York. Tops Holding Corporation was incorporated in October 2007 as a Delaware corporation. Tops Markets, LLC was founded in September 2000 as a New York limited liability company. Our principal executive offices are located at 6363 Main Street, Williamsville, New York 14221, and our telephone number is (716) 635-5000.

Our Acquisition of Penn Traffic

        On January 29, 2010, we completed the acquisition of substantially all assets of The Penn Traffic Company and its subsidiaries, including Penn Traffic's 79 stores, in exchange for $85.0 million in cash and the assumption of certain specified liabilities (the "Acquisition"). We financed the Acquisition with the proceeds from an equity investment made by our equity holders, borrowings under our asset based revolving credit facility (the "ABL Facility") and borrowings under a bridge loan facility entered into in connection with the Acquisition. In connection with the Acquisition, we entered into arrangements with Penn Traffic and other parties, pursuant to which we have the ability to sell or liquidate certain Penn Traffic stores. As of the date of this prospectus, we have retained 55 stores, of which seven stores are still subject to Federal Trade Commission ("FTC") review. The remaining 24 stores have been closed, sold or liquidated.

Debt Refinancing Transactions

        On October 9, 2009, we issued $275.0 million of unregistered notes. We received proceeds from the unregistered notes issuance, net of a $4.5 million original issue discount, of $270.5 million. The proceeds from the unregistered notes issued were utilized to repay the outstanding debt related to our previous first lien credit agreement and warehouse mortgage, pay a dividend to our owners, settle our outstanding interest rate swap arrangement, and pay fees and expenses related to the financing transactions.

        On February 12, 2010, we issued an additional $75.0 million of unregistered notes under the same terms of the October 2009 issuance. We received proceeds of $76.1 million from this issuance, including a $1.1 million original issue premium. The proceeds were used, in part, to repay in full short-term borrowings that were entered into in order to finance the Acquisition.

        The October 9, 2009 and February 12, 2010 debt refinancing transactions are collectively referred to herein as the "Financing Transactions."

Our Acquisition Led by MSPE in 2007

        We were acquired by a group of investors led by Morgan Stanley Private Equity ("MSPE") in December 2007. Tops Holding Corporation was incorporated in connection with this acquisition; its sole purpose is the ownership of Tops Markets, LLC and it has no other business operations. For more information on our corporate structure, see "—Corporate Information." Prior to the December 2007

1

acquisition, Tops Markets, LLC was a wholly-owned indirect subsidiary of Koninklijke Ahold N.V. ("Ahold"), which is headquartered in The Netherlands and operates retail businesses in Europe and the United States. In this prospectus, the period from December 31, 2006 to December 1, 2007, the date of the closing of the acquisition, is referred to as the "Fiscal 2007 Predecessor Period."

Our Majority Sponsor

        MSPE is a part of Morgan Stanley and is the firm's primary business unit for investing in large and middle-market private equity transactions on behalf of its clients. MSPE's team of investment professionals brings expertise in structuring complex financial transactions and a dedication to partnering with experienced management teams. Morgan Stanley has a long history of private equity investing, and has invested over $7 billion in private equity transactions on a global basis since 1985. With offices in New York, London, Hong Kong, Mumbai, Seoul and Tokyo, MSPE seeks out investment opportunities around the world and employs a global approach with local market and industry knowledge.

Corporate Information

        Our corporate structure is as follows:

(1)

Our shareholders include the following entities and individuals: various funds affiliated with MSPE (71.6%), private equity affiliates of HSBC Private Equity Advisors LLC ("HSBC") (19.9%), Turbic, Inc. (5.0%), Begain Company Limited (3.1%) and Frank Curci (less than 1%).

(2)

Owns the assets we acquired in the Acquisition, including the 55 supermarkets we have retained as of the date of this prospectus.

2

Summary of the Exchange Offer

        On October 9, 2009 and February 12, 2010, we issued $275 million and $75 million aggregate principal amount, respectively, of unregistered 10.125% Senior Secured Notes due 2015, which together constitute a single series of notes. The unregistered notes are fully and unconditionally guaranteed as to payment of principal and interest by each of the guarantors. On each of October 9, 2009 and February 12, 2010, we and the initial purchasers of the unregistered notes entered into a registration rights agreement in which we agreed that you, as a holder of unregistered notes, would be entitled to exchange your unregistered notes for exchange notes registered under the Securities Act. This exchange offer is intended to satisfy these rights. After the exchange offer is completed, you will no longer be entitled to any registration rights with respect to your notes. The exchange notes will be our obligations and will be entitled to the benefits of the indenture relating to the notes. The exchange notes will also be fully and unconditionally guaranteed as to payment of principal and interest by each of the guarantors listed in the Table of Additional Registrants. The form and terms of the exchange notes are identical in all material respects to the form and terms of the unregistered notes, except that:

•

the exchange notes have been registered under the Securities Act and, therefore, will contain no restrictive legends;

•

the exchange notes will not have registration rights; and

•

the exchange notes will not have rights to additional interest.

The Exchange Offer	We are offering to exchange any and all of our 10.125% Senior Secured Notes due 2015, which have been registered under the Securities Act, for any and all of our outstanding unregistered 10.125% Senior Secured Notes due 2015 that were issued on October 9, 2009 and February 12, 2010. As of the date of this prospectus, $350 million in aggregate principal amount of our unregistered 10.125% Senior Secured Notes due 2015 are outstanding. You may tender some or all of your unregistered notes only in denominations of $2,000 and integral multiples of $1,000 in excess thereof.
Expiration of the Exchange Offer	The exchange offer will expire at 5:00 p.m., New York City time, on                , 2010, unless we decide to extend the exchange offer.
Conditions of the Exchange Offer	We will not be required to accept for exchange any unregistered notes, and may amend or terminate the exchange offer if any of the following conditions or events occurs:
	•       the exchange offer or the making of any exchange by a holder of unregistered notes violates applicable law or SEC policy;
	•       any action or proceeding shall have been instituted or threatened with respect to the exchange offer which, in our reasonable judgment, would impair our ability to proceed with the exchange offer; and
	•       any laws, rules or regulations or applicable interpretations of the staff of the SEC are issued or promulgated which, in our good faith determination, do not permit us to effect the exchange offer.

3

	We will give oral or written notice of any non-acceptance, amendment or termination to the registered holders of the unregistered notes as promptly as practicable. We reserve the right to waive any conditions of the exchange offer.
Resale of the Exchange Notes	Based on interpretative letters of the SEC staff to third parties unrelated to us, we believe that you can resell and transfer the exchange notes you receive pursuant to this exchange offer without compliance with the registration and prospectus delivery provisions of the Securities Act, provided that:
	•       any exchange notes to be received by you will be acquired in the ordinary course of your business;
	•       you are not engaged in, do not intend to engage in and have no arrangement or understanding with any person to engage in, the distribution of the unregistered notes or exchange notes;
	•       you are not an "affiliate" (as defined in Rule 405 under the Securities Act) of ours, or, if you are such an affiliate, you will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable;
	•       if you are a broker-dealer, you have not entered into any arrangement or understanding with us or any of our "affiliates" to distribute the exchange notes; and
	•       you are not acting on behalf of any person or entity that could not truthfully make these representations.
	If you wish to participate in the exchange offer, you must represent to us that these conditions have been met.
	If you are a broker-dealer and you will receive exchange notes for your own account in exchange for unregistered notes that were acquired as a result of market-making activities or other trading activities, you will be required to acknowledge that you will deliver a prospectus in connection with any resale of the exchange notes. See "Plan of Distribution" for a description of the prospectus delivery obligations of broker-dealers.
Accrued Interest on the Exchange Notes and Unregistered Notes	The unregistered notes accrue interest from and including October 9, 2009. The first interest payment on the unregistered notes was made on April 15, 2010. The exchange notes will accrue interest from and including April 15, 2010. We will pay interest on the exchange notes semiannually on April 15 and October 15 of each year, commencing October 15, 2010.

4

	Holders of unregistered notes that are accepted for exchange will be deemed to have waived the right to receive any payment in respect of interest accrued from the date of the last interest payment date in respect of the unregistered notes until the date of the issuance of the exchange notes. Consequently, holders of exchange notes will receive the same interest payments that they would have received had they not accepted the exchange offer.
Procedures for Tendering Unregistered Notes	If you wish to participate in the exchange offer, you must:
	•       transmit a properly completed and signed letter of transmittal, and all other documents required by the letter of transmittal, to the exchange agent at the address set forth in the letter of transmittal. These materials must be received by the exchange agent before 5:00 p.m., New York City time, on , 2010, the expiration date of the exchange offer. You must also provide physical delivery of your unregistered notes to the exchange agent's address as set forth in the letter of transmittal. The letter of transmittal must also contain the representations you must make to us as described under "The Exchange Offer—Procedures for Tendering"; or
	•       you may effect a tender of unregistered notes electronically by book-entry transfer into the exchange agent's account at DTC. By tendering the unregistered notes by book-entry transfer, you must agree to be bound by the terms of the letter of transmittal.
Special Procedures for Beneficial Owners	If you are a beneficial owner of unregistered notes that are held through a broker, dealer, commercial bank, trust company or other nominee and you wish to tender such unregistered notes, you should contact the registered holder promptly and instruct them to tender your unregistered notes on your behalf.
Guaranteed Delivery Procedures for Unregistered Notes	If you cannot meet the expiration deadline, or you cannot deliver on time your unregistered notes, the letter of transmittal or any other required documentation, or comply on time with DTC's standard operating procedures for electronic tenders, you may tender your unregistered notes according to the guaranteed delivery procedures set forth under "The Exchange Offer—Guaranteed Delivery Procedures."

5

Acceptance of Outstanding Notes and Delivery of Exchange Notes	Subject to customary conditions, we will accept outstanding unregistered notes that are properly tendered in the exchange offer and not withdrawn prior to the expiration date. The exchange notes will be delivered as promptly as practicable following the expiration date.
Withdrawal Rights	You may withdraw the tender of your unregistered notes at any time prior to 5:00 p.m., New York City time, on                , 2010, the expiration date.
Consequences of Failure to Exchange	If you are eligible to participate in this exchange offer and you do not tender your unregistered notes as described in this prospectus, your unregistered notes will continue to be subject to transfer restrictions. As a result of the transfer restrictions and the availability of exchange notes, the market for the unregistered notes is likely to be much less liquid than before this exchange offer. The unregistered notes will, after this exchange offer, bear interest at the same rate as the exchange notes. The unregistered notes will not retain any rights under the registration rights agreements.
Material U.S. Federal Income Tax Considerations	The exchange of the unregistered notes for exchange notes pursuant to the exchange offer will not be a taxable event for U.S. federal income tax purposes. See "Material U.S. Federal Income Tax Considerations."
Exchange Agent	U.S. Bank National Association, the trustee under the indenture, is serving as exchange agent in connection with the exchange offer. For the exchange agent's contact information, see "The Exchange Offer—Exchange Agent".
Use of Proceeds	We will not receive any proceeds from the issuance of exchange notes in the exchange offer.

6

Summary Description of the Exchange Notes

The following is a brief summary of some of the terms of the exchange notes. For a more complete description of the terms of the exchange notes, see "Description of the Exchange Notes" in this prospectus.

Issuers	Tops Holding Corporation and Tops Markets, LLC.
Exchange Notes	$350,000,000 aggregate principal amount of 10.125% Senior Secured Notes due 2015, which are registered under the Securities Act.
Maturity Date	October 15, 2015.
Interest Payment Dates	April 15 and October 15 of each year, commencing October 15, 2010.
Subsidiary Guarantees	On the issue date, each of our subsidiaries will guarantee the exchange notes. The exchange notes will be guaranteed following the issue date by certain additional domestic restricted subsidiaries. See "Description of the Exchange Notes—Certain Covenants—Additional Guarantees."
Ranking	The exchange notes and the guarantees will be senior secured obligations of the issuers and the guarantors secured to the extent described below. The exchange notes and the guarantees will rank:
	•       pari passu with any senior indebtedness of the issuers and the guarantors;
	•       senior to any indebtedness, if any, of the issuers and the guarantors that is expressly subordinated to the exchange notes and the guarantees;
	•       effectively senior to any unsecured indebtedness or indebtedness with a junior lien to the liens securing the exchange notes and the guarantees to the extent of the value of the collateral securing the exchange notes and the guarantees;
	•       effectively junior to any secured indebtedness which is either secured by assets that are not collateral for the exchange notes and the guarantees or which is secured by a prior lien in the collateral for the exchange notes and the guarantees, in each case, to the extent of the value of the assets securing such indebtedness; and
	•       effectively junior to all obligations of our subsidiaries, if any, that are not guarantors.

7

Security	The exchange notes and the guarantees will be secured (i) on a first-priority basis, subject to certain exceptions and permitted liens, by a lien on our warehouse distribution facility in Lancaster, New York, certain owned real property acquired by us and the guarantors following the issue date of the exchange notes, intellectual property, equipment, stock of subsidiaries and substantially all of our and the guarantors' other assets (other than leasehold interests in real property) other than assets securing the ABL Facility on a first priority basis and (ii) on a second-priority basis, subject to certain exceptions and permitted liens, by a lien on our assets and the guarantors' assets that secure the ABL Facility on a first-priority basis including present and future receivables, inventory, prescription lists, deposit accounts and certain related rights and proceeds relating thereto. The ABL Facility is secured on a second-priority basis by a lien on the collateral securing the exchange notes and the guarantees on a first-priority basis. See "Description of the Exchange Notes—Security."
Use of Proceeds	We will not receive any proceeds from the issuance of exchange notes pursuant to the exchange offer.
Optional Redemption	On or after October 15, 2012, we may redeem some or all of the exchange notes at any time at the redemption prices specified under "Description of the Exchange Notes—Optional Redemption."
	Before October 15, 2012, we may redeem some or all of the exchange notes at a redemption price equal to 100% of the principal amount of each note to be redeemed plus a make-whole premium described in "Description of the Exchange Notes—Optional Redemption."
	In addition, at any time prior to October 15, 2012, we may redeem up to 35% of the exchange notes with the net cash proceeds from specified equity offerings at a redemption price equal to 110.125% of the principal amount of each note to be redeemed, plus accrued and unpaid interest, if any, to the date of redemption.
Change of Control	Upon a change of control (as defined in "Description of the Exchange Notes—Certain Definitions"), we must offer to repurchase the exchange notes at 101% of the principal amount, plus accrued interest to the purchase date.

8

Certain Covenants	The indenture that governs the notes contains certain covenants, including limitations and restrictions on our ability to:
	•       incur additional indebtedness;
	•       make dividend payments or other restricted payments;
	•       create liens;
	•       sell assets;
	•       sell securities of our subsidiaries;
	•       enter into certain types of transactions with shareholders and affiliates; and
	•       enter into mergers, consolidations, or sales of all or substantially all of our assets.
	These covenants are subject to important exceptions and qualifications, which are described in "Description of the Exchange Notes—Certain Covenants."
Material U.S. Federal Income Tax Considerations	The exchange of the unregistered notes for exchange notes pursuant to the exchange offer will not be a taxable event for U.S. federal income tax purposes. The unregistered notes were issued with original issue discount for U.S. federal income tax purposes. As a result, in addition to the stated interest on the notes, depending upon the amount a U.S. holder pays for a note, a U.S. holder may be required to include amounts representing the remaining original issue discount in gross income (as ordinary income) on a constant yield basis for U.S. federal income tax purposes in advance of the receipt of cash payments to which such income is attributable, regardless of such holder's method of tax accounting. See "Material U.S. Federal Income Tax Consequences."
Transfer Restrictions	There is currently no established public trading market for the exchange notes. See "Risk Factors—Risks Related to the Exchange Notes and the Exchange Offer." Your ability to transfer the exchange notes may be limited by the absence of an active trading market, and there is no assurance that any active trading market will develop for the exchange notes.
Risk Factors	See "Risk Factors" for a discussion of risk factors related to our business and to the exchange notes and the exchange offer.

9

Summary Historical Condensed Consolidated Financial and Operating Data

        The following table sets forth our summary historical consolidated financial and operating data. The summary historical condensed consolidated financial and operating data for the 336 days ended December 1, 2007 ("Fiscal 2007 Predecessor Period"), as of and for the 28 days ended December 29, 2007 ("Fiscal 2007 Successor Period"), as of and for the fiscal year ended December 27, 2008 ("Fiscal 2008") and as of and for the fiscal year ended January 2, 2010 ("Fiscal 2009") have been derived from our audited consolidated financial statements prepared in accordance with generally accepted accounting principles in the United States ("GAAP").

        The summary historical condensed consolidated financial and operating data as of and for the 16-week periods ended April 18, 2009 and April 24, 2010, respectively, presented below, have been derived from our unaudited condensed consolidated financial statements, which are also included elsewhere in this prospectus. Such unaudited financial information has been prepared on a basis consistent with our annual audited financial statements. In the opinion of management, such unaudited financial information reflects all adjustments, consisting exclusively of normal and recurring adjustments necessary for a fair presentation of the results for those periods. The results for any interim period are not necessarily indicative of the results that may be achieved for a full fiscal year.

        This information is a summary and should be read in conjunction with "Risk Factors," "Capitalization," "Selected Historical Consolidated Financial and Operating Data," "Unaudited Pro Forma Condensed Combined Financial Information" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" and our audited and unaudited financial statements and related notes included elsewhere in this prospectus.

			Tops Holding Corporation															Tops Markets, LLC
			16-Week Periods Ended
															Fiscal 2007 Successor Period (4 weeks)			Fiscal 2007 Predecessor Period (48 weeks)(2)
			April 24, 2010			April 18, 2009			Fiscal 2009 (53 weeks)			Fiscal 2008 (52 weeks)
Statements of Operations Data:
	Inside sales		$	623,967		$	477,667		$	1,579,448		$	1,542,054		$	126,079		$	1,406,794
	Gasoline sales			41,048			28,091			116,160			158,178			10,732			119,966
		Net sales		665,015			505,758			1,695,608			1,700,232			136,811			1,526,760
	Operating (loss) income			(2,882	)		9,082			34,490			28,779			4,786			(6,812	)
	Net income (loss)			11,963			(2,940	)		(25,693	)		(10,844	)		984			(52,097	)
Balance Sheet Data:
	Total assets			702,656			603,400			592,848			619,694			641,102			N/A
	Long-term liabilities; including obligations under capital lease and financing obligations			549,313			398,636			486,305			400,313			407,103			N/A
	Total shareholders' equity (deficit)			3,406			85,125			(38,801	)		87,729			100,581			N/A
Supermarket Operating Data:
	Number of supermarkets at end of period			126			71			71			71			71			71
	Average weekly inside sales per supermarket			416,527			419,274			418,511			416,434			442,668			411,752
	Inside ID sales (decrease) increase(1)			(0.7	)%		1.9	%		0.5	%		1.2	%		N/A			N/A
	Number of fuel stations at end of period			32			28			31			28			26			26
	Motor fuel gallons sold (in thousands)			15,830			15,883			52,540			50,124			3,668			45,793
Other Financial Data:
	Net cash provided by (used in):
		Operating activities	$	(3,586	)	$	4,069		$	66,813		$	81,067		$	24,572		$	21,677
		Investing activities		(78,883	)		(10,392	)		(36,693	)		(56,237	)		(298,172	)		(6,988	)
		Financing activities		84,883			(6,270	)		(40,717	)		(28,437	)		307,526			(30,141	)
	Total depreciation and amortization			22,567			19,377			65,285			55,530			3,760			42,368
	Capital expenditures			8,779			9,742			28,080			35,298			198			7,201

(1)

We define "inside ID sales" as the change in year-over-year inside sales (net sales excluding gasoline sales), excluding franchise revenue, for "ID stores". We include a supermarket in the "inside ID sales" base in its thirteenth full month of operation.

(2)

The operating results during this period represent those of Tops Markets, LLC under the ownership of Koninklijke Ahold N.V.

10

Ratio of Earnings to Fixed Charges

        The following table sets forth our ratio of consolidated earnings to consolidated fixed charges for the 16-week periods ended April 24, 2010 and April 18, 2009, and for Fiscal 2009, Fiscal 2008, the Fiscal 2007 Successor Period, the Fiscal 2007 Predecessor Period and Fiscal 2006.

	Tops Holding Corporation
							Tops Markets, LLC
	16-Week Periods Ended
					Fiscal 2007 Successor Period (4 weeks)		Fiscal 2007 Predecessor Period (48 weeks)(1)
	April 24, 2010	April 18, 2009	Fiscal 2009 (53 weeks)	Fiscal 2008 (52 weeks)				Fiscal 2006(1)
Ratio of earnings to fixed charges	A	B	C	D		1.62	E	F

A

Due to registrant's loss in the 16-week period ended April 24, 2010, the ratio coverage was less than 1:1. The registrant must generate additional earnings of $1,291 to achieve a coverage ratio of 1:1.

B

Due to registrant's loss in the 16-week period ended April 18, 2009, the ratio coverage was less than 1:1. The registrant must generate additional earnings of $3,572 to achieve a coverage ratio of 1:1.

C

Due to the registrant's loss in Fiscal 2009, the ratio coverage was less than 1:1. The registrant must generate additional earnings of $20,039 to achieve a coverage ratio of 1:1.

D

Due to the registrant's loss in Fiscal 2008, the ratio coverage was less than 1:1. The registrant must generate additional earnings of $17,492 to achieve a coverage ratio of 1:1.

E

Due to the registrant's loss in the Fiscal 2007 Predecessor Period, the ratio coverage was less than 1:1. The registrant must generate additional earnings of $54,748 to achieve a coverage ratio of 1:1.

F

Due to the registrant's loss in Fiscal 2006, the ratio coverage was less than 1:1. The registrant must generate additional earnings of $25,737 to achieve a coverage ratio of 1:1.

(1)

The operating results during these periods represent those of Tops Markets, LLC under the ownership of Koninklijke Ahold N.V.

11

RISK FACTORS

You should carefully consider the risks described below before making a decision to participate in the exchange offer. You should also consider the other information included in this prospectus before making a decision to participate in the exchange offer. Any of the following risks, as well as other risks and uncertainties, could harm our business and financial results and cause the value of the exchange notes to decline, which in turn could cause you to lose all or part of your investment.

Risks Related to Our Business

         The operations of Penn Traffic may not be successfully integrated with our existing operations and we may not realize any of the anticipated benefits, synergies or cost savings to the extent or in the time frame contemplated, if at all, or such benefits, synergies or cost savings may require higher expenditures than anticipated.

        As a result of the closing of the Acquisition, we need to successfully integrate the operations of Penn Traffic with our business operations. Integrating the operations of Penn Traffic with ours will be a complex and time-consuming process. Prior to the Acquisition, Penn Traffic operated independently, with its own business, corporate culture, locations, employees and systems. Completion of the integration involves a number of risks, including, but not limited to, the following:

•

difficulties in detecting all significant risks and liabilities;

•

the diversion of management's attention from the management of our daily operations;

•

the assimilation and retention of certain Penn Traffic employees;

•

difficulties in the efficient coordination of departments, information technology systems, accounting and billing systems and technologies, as well as in maintaining uniform standards and controls, including internal controls, procedures and policies and compliance activities;

•

our ability to generate sufficient cash to fund our planned capital expenditures and inventory expansion at the Penn Traffic stores acquired in the Acquisition;

•

our increased indebtedness;

•

higher than anticipated integration costs; and

•

the inability to divest unwanted stores.

        Notwithstanding the terms of, and injunctions provided for in, the bankruptcy court order, dated January 25, 2010, authorizing and approving the Acquisition (the "Acquisition Order"), a creditor (including any governmental agency) of Penn Traffic or any of its subsidiaries (collectively, the "Debtors") may attempt to assert against us or the assets we acquired from the Debtors its existing lien, claim, interest, or encumbrance against such Debtors. In addition, there can be no guaranty that either the $12.5 million portion of the purchase price that was placed into escrow at the closing of the Acquisition (which is scheduled to be released on July 16, 2010), or any other potential remedies against the Debtors, will in fact be sufficient to fully protect or compensate us with respect to any liens, claims, interests, or encumbrances held by a party who did not receive notice of the proposed Acquisition prior to the entry of the Acquisition Order, that are not subsequently removed by the bankruptcy court in connection with the Acquisition. Accordingly, the holders of any liens that are not so removed may seek to assert a higher priority lien or interest on the particular asset in question. In addition, further notwithstanding the terms of the Acquisition Order or the applicable provisions of the United States Bankruptcy Code, it is possible that parties-in-interest in the Debtors' bankruptcy cases may later attempt to challenge the terms or validity of the Acquisition.

        The Penn Traffic purchase agreement does not provide for any indemnification of any losses or liabilities we may incur as a result of the Acquisition. In addition, we may not be able to maintain the levels of revenue or earnings that the two companies have achieved or might achieve separately.

12

Furthermore, Penn Traffic filed for bankruptcy three times during the past eleven years. Penn Traffic has a history of operating losses and there is no assurance that Penn Traffic's operations will contribute positively to our financial performance or financial condition as a result of the Acquisition. Penn Traffic's stores suffered a significant deterioration in results of operations during its bankruptcy case and there can be no assurances our strategy to improve the performance of these stores will be successful. Additionally, successful coordination with Penn Traffic's operations will depend on our ability to maximize efficiencies between the Penn Traffic supermarkets and our operations, realize opportunities for revenue growth and eliminate redundant and excess costs.

         There can be no assurance that we will achieve anticipated synergies from our acquisition of Penn Traffic.

        We consummated the Acquisition with the expectation that it will result in beneficial synergies, such as cost savings and enhanced growth. Any success in realizing these benefits and the timing of this realization, if any, depend upon the successful integration of the operations of Penn Traffic into ours, and upon general and industry-specific economic factors. As a result, we may not achieve synergies in amounts anticipated or at all and any savings may be more costly to achieve than we planned. The anticipated savings opportunities are based on projections and assumptions, all of which are subject to change. We cannot guarantee, however, that we will be able to achieve our expected cost savings and any other cost savings opportunities, that any identified cost savings will be achieved in a timely manner or that other unexpected costs will not offset any savings we do achieve. A variety of risks could cause us not to achieve the expected cost savings, including among others:

•

higher than expected severance costs related to staff reductions;

•

higher than expected retention costs for employees that will be retained;

•

delays in the anticipated timing of activities related to our cost savings plan;

•

other unexpected costs associated with operating the business; and

•

the inability to divest unwanted assets.

        Our failure to achieve our expected annual cost savings could have a material adverse effect on our financial condition, results of operations and liquidity.

         General economic conditions that impact consumer spending could adversely affect us.

        The retail food business is sensitive to changes in general economic conditions, both nationally and locally. Recessionary economic cycles, higher interest rates, higher fuel and other energy costs, inflation, increases in commodity prices, higher levels of unemployment, higher consumer debt levels, higher tax rates and other changes in tax laws or other economic factors that may affect consumer spending or buying habits may materially adversely affect the demand for products we sell in our supermarkets. The United States economy and financial markets have recently declined and experienced volatility due to uncertainties related to energy prices, availability of credit, difficulties in the banking and financial services sectors, the decline in the housing market, diminished market liquidity, falling consumer confidence and rising unemployment rates. As a result, consumers are more cautious. This may lead to additional reductions in consumer spending, to consumers trading down to a less expensive mix of products or to consumers trading down to discounters for grocery items, all of which may affect our financial condition and results of operations. Food deflation could reduce sales growth, while food inflation, combined with reduced consumer spending, could reduce gross profit margins.

        Furthermore, we may experience additional reductions in traffic in our supermarkets or limitations on the prices we can charge for our products, either of which may reduce our sales and profit margins and have a material adverse affect on our financial condition, results of operations and cash flows. Also, economic factors such as those listed above and increased transportation costs, higher costs of

13

labor, insurance and healthcare, and changes in other laws and regulations may increase our costs of sales and our operating, selling, general and administrative expenses, and otherwise materially adversely affect the financial condition and results of operations of the retail food business.

         Increased competition could adversely affect us.

        The supermarket industry is highly competitive. We compete with various types of retailers, including local, regional and national supermarket retailers, convenience stores, retail drug chains, national general merchandisers and discount retailers, membership clubs, warehouse stores and independent and specialty grocers. Our competitors include national and regional supermarket chains which compete on the basis of location, quality of products, service, price, product variety and store condition. These competitors have attempted to increase market share through expanding their footprint and discount pricing, creating a more difficult environment in which to consistently increase year-over-year sales. We also face heightened competition from restaurants and fast food chains due to the increasing portion of household food expenditures directed to the purchase of food prepared outside the home. In addition, other national or international supermarket or comparable store operators could enter our markets.

        Our marketing areas in Upstate New York and Northern Pennsylvania continues to be highly competitive. Our markets change as competitors open and close supermarket locations and introduce new pricing strategies. We face increased competitive pressure from existing competitors and from the threatened entry by one or more major new competitors. The supermarket industry could undergo substantial consolidation in future years, resulting in competitors with increased financial resources and purchasing power. Some of our competitors have greater resources than us and are not unionized, resulting in potentially lower labor and benefit costs. These competitors could use these resources to take measures which could materially adversely affect our competitive position. In addition, we face competitive pressures from existing "big box" format retailers.

         Low profit margins could adversely affect us.

        Profit margins in the grocery industry are very narrow. In order to increase or maintain our profit margins, strategies are used to reduce costs, such as productivity improvements, shrink reduction, distribution center efficiencies, energy efficiency programs and other similar strategies. Changes in product mix also may negatively affect certain financial measures. If we are unable to effectively manage costs there may be a material adverse effect on our business and financial performance.

         Unsuccessful expansion and renovation plans could adversely affect us.

        We have spent, and intend to continue to spend, significant capital and management resources on the development and implementation of our renovation and expansion plans. These plans, if implemented, may not be successful, may not improve operating results and may have an adverse effect on cash flow and management resources due to the significant amount of capital invested and management time expended.

        The level of sales and profit margins in our existing stores may not be duplicated in new stores and expenditures to renovate existing stores may not generate a return on that capital, depending on factors such as prevailing competition, development cost, and market position in the surrounding community. These factors could have a material adverse affect on our business, financial condition, results of operations and/or cash flows.

         Increases in utility, fuel and commodity prices could adversely affect us.

        We are dependent on the use of trucks to distribute goods to our markets. Therefore, fluctuations in the price of fuel affect our overall cost of doing business. Additionally, increases in the cost of electricity and other utilities affect the cost of illuminating and operating our stores and warehouse and

14

distribution facilities, and the cost of goods sold by us, including plastic bags, can be significantly impacted by increases in commodity prices. Oil prices also directly affect our product transportation costs. We may not be able to recover these rising costs through increased prices charged to our customers and our results of operations and cash flows could be materially adversely affected by increases in the cost of one or more of these resources.

         Availability and wholesale price of gasoline and retail gasoline prices could adversely affect us.

        Fuel stations are operated at 34 of our store locations (including two franchise locations). We obtain gasoline and diesel fuel from a number of different suppliers. Long term disruption in the availability and wholesale price of gasoline for resale could have a material adverse effect on us, our financial condition, results of operations and/or cash flows.

        Crude oil and domestic wholesale petroleum markets are volatile. General political conditions, acts of war or terrorism, instability in oil producing regions, particularly in the Middle East, Russia and South America and disasters such as the recent oil spill in the Gulf Coast could significantly impact crude oil supplies and wholesale petroleum costs. Significant increases and volatility in wholesale petroleum costs could result in significant increases in our retail price of gasoline and could have an adverse effect on our total gasoline sales (both in terms of dollars and gallons sold), the profitability of gasoline sales, or our plans to develop additional fuel centers. Also, retail gas price volatility could diminish customer usage of fueling centers and, thus, materially adversely affect customer traffic at our stores.

         The geographic concentration of our supermarkets creates a heavy exposure to the risks of the local economy and other local adverse conditions.

        We operate in Upstate New York and Northern Pennsylvania and therefore are vulnerable to economic downturns in those regions. Our headquarters, warehouse and distribution facilities and a significant number of our stores are located within a relatively limited geographic area. As a result, we are more susceptible to regional conditions than the operations of more geographically diversified competitors and any unforeseen events or circumstances that affect the area could also materially adversely affect our revenues and profitability. These factors include, among other things, changes in the economy, weather conditions, demographics and population.

         Severe weather, natural disasters and adverse climate changes may materially adversely affect our financial condition and results of operations.

        Severe weather conditions and other natural disasters in areas in which we have stores or distribution facilities or from which we obtain products may materially adversely affect our results of operations. Such conditions may result in physical damage to our properties, closure of one or more of our stores or distribution facilities, inadequate work force in our markets, temporary disruption in the supply of products, delays in the delivery of goods to our stores and a reduction in the availability of products in our stores. In addition, adverse climate conditions and adverse weather patterns, such as drought or flood, that impact growing conditions and the quantity and quality of crops may materially adversely affect the availability or cost of certain products within the grocery supply chain. Any of these factors may disrupt our businesses and materially adversely affect our financial condition, results of operations and cash flows.

         We rely on a principal supplier for a substantial amount of our products.

        Pursuant to the terms of a long term supply agreement, we currently acquire substantially all of our grocery, frozen and perishable merchandise requirements from C&S Wholesale Grocers. During Fiscal 2009 and the 16-week period ended April 24, 2010, products supplied from C&S accounted for approximately 60% and 62%, respectively, of our inventory purchases. As a result of the Acquisition,

15

we expect this percentage to increase as C&S supplied the majority of Penn Traffic's grocery, frozen and perishable requirements. We have a contract with C&S until September 24, 2016, during which we expect to acquire a substantial portion of our saleable inventory from C&S. In addition, we entered into new agreements with C&S in connection with the Acquisition. See "Business—Sources of Supply." Although we have not experienced difficulty in the supply of these products to date, supply interruptions by C&S could occur in the future. Any significant interruption in this supply stream, either as a result of disruptions at C&S or if our supply agreement with C&S were terminated or not renewed for any reason, could have a material adverse effect on our business and results of operations.

        We are therefore subject to the risks of C&S's business, including potential labor disruptions at C&S's facilities, increased regulatory obligations and distribution problems which may affect C&S's ability to obtain products. Other suppliers that could provide similar products are limited in number and there is no assurance that we would be able to secure an alternative supplier on commercially reasonable terms. In addition, a change in suppliers could cause a delay in distribution and a possible loss of sales, which would materially adversely affect our operating results and cash flows.

         Prolonged labor disputes with unionized employees and increases in labor costs could adversely affect us.

        Our largest operating costs are attributable to labor costs and, therefore, our financial performance is greatly influenced by increases in wage and benefit costs, including pension and health care costs, a competitive labor market and the risk of labor disruption of our unionized work force.

        Approximately 91% of our employees are represented by unions and covered by collective bargaining or similar agreements that are subject to periodic renegotiation. Our renegotiations of expiring collective bargaining agreements and new collective bargaining agreements may not prove successful, may result in a significant increase in labor costs, or may result in a disruption to our operations. We expect that we would incur additional costs and face increased competition if we lost customers during a work stoppage or labor disturbance.

        We currently have five collective bargaining agreements with United Food and Commercial Workers District Union Local One (the "UFCW" or "Local One"), all of which are scheduled to expire between April 2011 and July 2011. Additionally, we are a party to two collective bargaining agreements with unions that represented certain of the employees of the retained Penn Traffic stores. These agreements are scheduled to expire in March 2012 and April 2013.

        In the renegotiation of our current contracts (and the negotiation of our new contracts), rising health care and pension costs and the nature and structure of work rules will be important issues. As a result of the Acquisition, our contributions to Local One's multiemployer pension plan comprise a substantial majority of all contributions to the plan, which could have an impact on the terms of the renegotiated collective bargaining agreements. The terms of the renegotiated collective bargaining agreements could create either a financial advantage or disadvantage for us as compared to our major competitors and could have a material adverse effect on our results of operations and financial condition. We cannot guarantee that our labor negotiations will conclude successfully or that any work stoppage or labor disturbances will not occur. A prolonged work stoppage affecting a substantial number of stores could have a material adverse effect on our financial condition, results of operations and cash flows. We also expect that in the event of a work stoppage or labor disturbance, we could incur additional costs and face increased competition for customers.

         Our contribution obligations to the Local One multiemployer pension plan (the "Local One Plan") to which we contribute will likely increase, and we are contingently liable for withdrawal liability to the extent we withdraw, either completely or partially, from the multiemployer plan. The amount of multiemployer plan withdrawal liability for which we are contingently liable has increased as a result of the Acquisition.

        We understand, based on information provided to us by the plan administrator of Local One, that as of December 31, 2008, the Local One Plan was underfunded on a current liability basis. Tops

16

received notice from the plan administrator of the Local One Plan that, for purposes of the federal laws regulating multiemployer pension plans, the Local One Plan is in "critical status" for the plan year beginning January 1, 2009, and it expects that the Local One Plan will continue to be in critical status for the plan year beginning January 1, 2010. The trustees of the Local One Plan adopted a rehabilitation plan, and Tops had previously negotiated amended terms to its collective bargaining agreements that comply with the requirements of the rehabilitation plan, including annual ten percent increases in contribution rates. There is no assurance, however, that the rehabilitation plan will be sufficient to move the Local One Plan from its critical status, so further contribution increases and/or benefit reductions will likely be required in future years.

        In connection with the Acquisition, Tops has agreed to contribute to the Local One Plan with respect to the stores located in Local One's jurisdiction through at least April 2011, to the extent these stores remain open and are not sold (or their leases rejected as part of Penn Traffic's bankruptcy proceedings). As a result of this agreement, the Local One Plan now covers more of our employees, and our annual contributions to the Local One Plan have increased.

        If we withdraw from the Local One Plan, either completely or partially, we would likely incur withdrawal liability with respect to our share of the Local One Plan's unfunded vested benefits. The actuary for the Local One Plan had previously estimated that, as of December 31, 2008, Tops' withdrawal liability (before taking into account the Acquisition) would be approximately $97.7 million in the event of its complete withdrawal from the Local One Plan during the 2009 plan year. In addition, because of the Acquisition, we will also be contingently liable to the Local One Plan for a substantial portion of Penn Traffic's share of the plan's unfunded vested benefits in the event of our withdrawal from the Local One Plan. The actuary for the Local One Plan had previously estimated for Penn Traffic that, as of December 31, 2008, Penn Traffic's withdrawal liability would be approximately $49.8 million in the event of its complete withdrawal from the Local One Plan during the 2009 plan year. Even without regard to the Acquisition, a portion of that withdrawal liability would have been reallocated to Tops to the extent Penn Traffic had withdrawn from the Local One Plan and a portion of its withdrawal liability was uncollectible due to Penn Traffic's bankruptcy proceedings. We have not received the year-end 2009 final actuarial estimates for the Local One Plan from the plan administrator, and we expect to receive updated actuarial data and withdrawal liability estimates from the plan administrator later this year. We anticipate that the estimates for withdrawals occurring in 2010 will increase from the 2009 estimates noted above. Any withdrawal liability assessed against us in connection with a complete or partial withdrawal would generally be payable to the Local One Plan over an amortization schedule under which our aggregate annual payments would be capped based on a formula that takes into account our highest contribution rates in the last ten years. These withdrawal liability payments would be in addition to pension contributions to any new pension plan adopted or contributed to by us to replace the Local One Plan.

        As a result of the Acquisition, if we withdraw from the Local One Plan, there is an increased risk that our complete withdrawal could be considered a mass withdrawal, in which case our aggregate withdrawal liability obligations could be higher than those described above. Changes to pension laws and regulations could alter the likelihood and amount of any liabilities arising under the Local One Plan.

         Various aspects of our business are subject to federal, state and local laws and regulations. Our compliance with these regulations may require additional capital expenditures and could materially adversely affect our ability to conduct our business as planned.

        We are subject to federal, state and local laws and regulations relating to zoning, land use, environmental protection, work place safety, public health, community right-to-know, alcoholic beverage sales, tobacco sales and pharmaceutical sales. The state of New York and several local jurisdictions regulate the licensing of supermarkets, including alcoholic beverage license grants. In addition, certain

17

local regulations may limit our ability to sell alcoholic beverages at certain times. A variety of state programs regulate the production and sale of milk, including the price of raw milk, through federal market orders and price support programs. The price of raw milk can fluctuate widely, which could materially adversely affect our business, financial condition, results of operations and cash flows. We are also subject to laws governing our relationship with employees, including minimum wage requirements, overtime, working conditions, disabled access and work permit requirements. Compliance with, or changes in, these laws or new laws could reduce the revenue and profitability of our supermarkets and could otherwise materially adversely affect our business, financial condition or results of operations. A number of federal, state and local laws impose requirements or restrictions on business owners with respect to access by disabled persons. Our compliance with these laws may result in modifications to our properties, or prevent us from performing certain further renovations.

        Our pharmacy business is subject to, and influenced by, certain government laws and regulations, including those administered and enforced by Medicare, Medicaid, the Drug Enforcement Administration (the "DEA"), the Consumer Product Safety Commission, the U.S. Federal Trade Commission and the U.S. Food and Drug Administration. For example, the conversion of various prescription drugs to over-the-counter medications may reduce our pharmacy sales, and if the rate at which new prescription drugs become available slows or if new prescription drugs that are introduced into the market fail to achieve popularity, our pharmacy sales may be materially adversely affected. The withdrawal of certain drugs from the market may also materially adversely affect our pharmacy business. Changes in third party reimbursement levels for prescription drugs, including changes in Medicare or state Medicaid programs, could also reduce our margins and have a material adverse effect on our business. In order to dispense controlled substances, we are required to register our pharmacies with the DEA and to comply with security, recordkeeping, inventory control and labeling standards.

        In addition, our pharmacy business is subject to local regulations in the states where our pharmacies are located, applicable Medicare and Medicaid regulations and state and federal prohibitions against certain payments intended to induce referrals of patients or other health care business. Failure to properly adhere to these and other applicable regulations could result in the imposition of civil, administrative and criminal penalties including suspension of payments from government programs; loss of required government certifications; loss of authorizations to participate in, or exclusion from, government reimbursement programs such as Medicare and Medicaid; loss of licenses; significant fines or monetary penalties for anti-kickback law violations, submission of false claims or other failures to meet reimbursement program requirements and could materially adversely affect the continued operation of our business. Our pharmacy business is also subject to the Health Insurance Portability and Accountability Act, including its obligations to protect the confidentiality of certain patient information and other obligations. Failure to properly adhere to these requirements could result in the imposition of civil as well as criminal penalties.

        We are also subject to various federal, state, and local environmental requirements applicable to our supermarkets, fuel stations, distribution facilities and handling of regulated materials such as gasoline. As a result of these laws, we could be responsible for remediation of environmental conditions and may be subject to associated liabilities.

         Certain risks are inherent in providing pharmacy services, and our insurance may not be adequate to cover any claims against us.

        Pharmacies are exposed to risks inherent in the packaging and distribution of pharmaceuticals and other healthcare products, such as risks of liability for products which cause harm to consumers. Although we maintain professional liability insurance and errors and omissions liability insurance, we cannot guarantee that the coverage limits under our insurance programs will be adequate to protect us against future claims, or that we will be able to maintain this insurance on acceptable terms in the

18

future, or at all. Our results of operations, financial condition or cash flows may be materially adversely affected if in the future our insurance coverage proves to be inadequate or unavailable, or there is an increase in the liability for which we self-insure, or we suffer harm to our reputation as a result of an error or omission.

         If the number or severity of claims for which we are self-insured increases, or we are required to accrue or pay additional amounts because the claims prove to be more severe than our recorded liabilities, our financial condition and results of operations may be materially adversely affected.

        We use a combination of insurance and self-insurance to provide for potential liabilities for workers' compensation, automobile and general liability, property insurance and employee healthcare benefits. We estimate the liabilities associated with the risks retained by us, in part, by considering historical claims experience, demographic and severity factors and other actuarial assumptions which, by their nature, are subject to a degree of variability. Any actuarial projection of losses concerning workers' compensation and general and automobile liability is subject to a degree of variability. Among the causes of this variability are unpredictable external factors affecting future inflation rates, discount rates, litigation trends, legal interpretations, benefit level changes and actual claim settlement patterns.

        Some of the many sources of uncertainty in our reserve estimates include changes in benefit levels, medical fee schedules, medical utilization guidelines, vocation rehabilitation and apportionment. If the number or severity of claims for which we are self-insured increases, or we are required to accrue or pay additional amounts because the claims prove to be more severe than our original assessments, our financial condition, results of operations and cash flows may be materially adversely affected.

        Our policy is to discount our self-insurance liabilities at a risk-free interest rate, which is appropriate based on our ability to reliably estimate the amount and timing of cash payments. If, in the future, we were to experience significant volatility in the amount and timing of cash payments compared to our earlier estimates, we would assess whether it is appropriate to continue to discount these liabilities.

         Compliance with and potential liability under environmental laws could have a material adverse effect on us.

        Our operations subject us to various laws and regulations relating to the protection of the environment, including those governing the management and disposal of hazardous materials and the cleanup of contaminated sites. Some environmental laws, such as CERCLA and similar state statutes, impose strict, and under certain circumstances joint and several, liability for the entire cost of investigation, removal or remediation of a contaminated site, and also impose liability for any related damages to natural resources upon any current or former site owners or operators, or upon any party who sent waste to the site.

        We may also be subject to third-party claims alleging property damage and/or personal injury in connection with releases of or exposure to hazardous substances at, from or in the vicinity of our current or former properties or off-site waste disposal sites. The costs associated with the investigation and remediation of contamination, as well as any associated third-party claims, could be substantial, and could have a material adverse effect on our business and results of operations and our ability to service our outstanding indebtedness. In addition, the presence or failure to remediate identified or unidentified contamination at our properties could potentially materially adversely affect our ability to sell or rent such property or to borrow money using such property as collateral.

        We are required to make financial expenditures to comply with regulations governing underground storage tanks adopted by federal, state and local regulatory agencies. Compliance with existing and future environmental laws regulating underground storage tank systems of the kind we use may require significant capital expenditures in the future. These expenditures may include upgrades, modifications, and the replacement of underground storage tanks and related piping to comply with current and

19

future regulatory requirements designed to ensure the detection, prevention, investigation and remediation of leaks and spills.

        In addition, the Federal Clean Air Act and similar state laws impose requirements on emissions to the air from motor fueling activities in certain areas of the country, including those that do not meet state or national ambient air quality standards. These laws may require the installation of vapor recovery systems to control emissions of volatile organic compounds to the air during the motor fueling process. The regulatory requirements with respect to underground storage tank systems of the kind we use may become more stringent or apply to an increased number of underground storage tanks in the future, which require additional, potentially material, expenditures.

        We cannot assure you that violations of environmental requirements that are applicable to us will not occur. We may not have identified all of the environmental liabilities at all of our current and former locations; material environmental conditions not known to us may exist; future law, ordinances or regulations may impose material environmental liability or compliance costs on us; or a material environmental condition may otherwise exist as to any one or more of our locations. In the future, we may incur substantial expenditures for remediation of contamination that has not been discovered at existing locations or locations that we may acquire. Furthermore, new laws, new interpretations of existing laws, increased governmental enforcement of existing laws or other developments could require us to make additional capital expenditures or incur additional liabilities. The occurrence of any of these events could have a material adverse effect on our business, results of operations and cash flows.

         The dangers inherent in the storage of motor fuel could cause disruptions and could expose us to potentially significant losses, costs or liabilities, and insurance, if available, may not adequately cover any such exposure.

        We operate retail outlets that sell refined petroleum products. We store motor fuel in underground storage tanks at these locations. Our operations are subject to significant hazards and risks inherent in storing motor fuel. These hazards and risks include, but are not limited to, fires, explosions, traffic accidents, spills, discharges and other releases, any of which could result in distribution difficulties and disruptions, environmental pollution, governmentally-imposed fines or clean-up obligations, personal injury or wrongful death claims and other damage to our properties and the properties of others. Insurance is not available against all operational risks, especially environmental risks, and there is no assurance that insurance will be available in the future. In addition, as a result of factors affecting insurance providers, insurance premiums with respect to renewed insurance policies may increase significantly compared to what we currently pay. The occurrence of a significant event that is not fully insured could have a material adverse effect on our business, results of operations and cash flows.

         Food and drug safety concerns and related unfavorable publicity may materially adversely affect our sales and results of operations.

        We could be materially adversely affected if consumers lose confidence in the safety and quality of the food supply chain. Adverse publicity about these concerns, whether or not ultimately based on fact, and whether or not involving products sold at our stores, could discourage consumers from buying our products. The real or perceived sale of contaminated food products by us could result in a loss of consumer confidence and product liability claims, which could have a material adverse effect on our sales and operations.

        To the extent that we are unable to maintain appropriate sanitation and quality standards in our stores, food safety and quality issues could involve expense and damage to our various brand names. Additionally, concerns about the safety or effectiveness of certain drugs or negative publicity surrounding certain categories of drugs may have a negative impact on our pharmacy sales.

20

         Threats or potential threats to security or the occurrence of a widespread health epidemic may materially adversely affect our financial condition and results of operations.

        Our business may be severely impacted by wartime activities, threats or acts of terror or a widespread regional, national or global health epidemic, such as pandemic flu. Such activities, threats or epidemics may materially adversely impact our business by disrupting production and delivery of products to our supermarkets or to our independent retail customers, by affecting our ability to appropriately staff our supermarkets and by causing customers to avoid public gathering places or otherwise change their shopping behaviors.

        Additionally, data theft, information espionage or other criminal activity directed at the retail industry or computer or communications systems may materially adversely affect our businesses by causing us to implement costly security measures in recognition of actual or potential threats, by requiring us to expend significant time and expense developing, maintaining or upgrading our information technology systems and by causing us to incur significant costs to reimburse third parties for damages. Such activities may also materially adversely affect our financial condition, results of operations and cash flows by reducing consumer confidence in the marketplace and by modifying consumer spending habits.

         We are heavily dependent on our key personnel.

        Our success is largely dependent upon the efforts and skills of our senior management team and other key managers. The loss of the services of one or more of such persons could have a material adverse effect on our business and results of operations. In addition, we compete with other potential employers for employees, and we may not succeed in hiring or retaining the executives and other employees that we need.

         Any difficulties we experience with respect to our information technology systems could lead to significant costs or losses.

        We have large, complex information technology systems that are important to our business operations. We could encounter difficulties developing new systems or maintaining and upgrading existing systems. Such difficulties could lead to significant expenses or losses due to disruption in our business operations.

        Despite our considerable efforts to secure and maintain our computer network, security could be compromised, confidential information could be misappropriated, or system disruptions could occur. This could lead to disruption of operations, loss of sales or profits or cause us to incur significant costs to reimburse third parties for damages.

        We have outsourced our information technology services to Electronic Data Services Corporation ("EDS"). Our information technology ("IT") hub is located in North Carolina. Any disruption caused by financial distress, adverse weather conditions, any legal actions affecting EDS, or other factors affecting our relationship with EDS could result in a material disruption to our business.

         If we experience a data security breach and confidential customer information is disclosed, we may be subject to penalties, and experience negative publicity, which could affect our customer relationships and have a material adverse effect on our business.

        We and our customers could suffer harm if customer information were accessed by third parties due to a security failure in our systems. The collection of data and processing of transactions require us to receive and store a large amount of personally identifiable data. This type of data is subject to legislation and regulation in various jurisdictions. Recently, data security breaches suffered by well-known companies and institutions have attracted a substantial amount of media attention, prompting state and federal legislative proposals addressing data privacy and security. If some of the

21

current proposals are adopted, we may be subject to more extensive requirements to protect the customer information that we process in connection with the purchases of our products. We may become exposed to potential liabilities with respect to the data that we collect, manage and process, and may incur legal costs if our information security policies and procedures are not effective or if we are required to defend our methods of collection, processing and storage of personal data. Future investigations, lawsuits or adverse publicity relating to our methods of handling personal data could adversely affect our business, results of operations, financial condition and cash flows due to the costs and negative market reaction relating to such developments.

         Litigation may materially adversely affect our businesses, financial condition and results of operations.

        Our operations are characterized by a high volume of customer traffic and by transactions involving a wide variety of product selections. These operations carry a higher exposure to consumer litigation risk when compared to the operations of companies operating in many other industries. Consequently, we may be a party to individual personal injury, bad fuel, products liability and other legal actions in the ordinary course of our business, including litigation arising from food-related illness. The outcome of litigation, particularly class action lawsuits and regulatory actions, is difficult to assess or quantify. Plaintiffs in these types of lawsuits may seek recovery of very large or indeterminate amounts, and the magnitude of the potential loss relating to such lawsuits may remain unknown for substantial periods of time. The cost to defend future litigation may be significant. There may also be adverse publicity associated with litigation that may decrease consumer confidence in our businesses, regardless of whether the allegations are valid or whether we are ultimately found liable. As a result, litigation may materially adversely affect our businesses, financial condition, results of operations and cash flows.

         Morgan Stanley Private Equity ("MSPE") and private equity affiliates of HSBC Private Equity Advisors LLC ("HSBC") own the majority of our capital stock, which allows them to have significant influence over substantially all matters requiring shareholder approval.

        Various funds affiliated with MSPE and HSBC, hold 71.6% and 19.9%, respectively, of our issued and outstanding capital stock. As a result of this equity ownership and our Amended and Restated Shareholders' Agreement dated as of January 29, 2010 with MSPE, HSBC and certain other persons named therein, MSPE and HSBC have the power to significantly influence the results of stockholder votes, as well as transactions involving a potential change of control of us. MSPE also controls the election of our Board of Directors. So long as MSPE retains sufficient ownership of our voting power, it has rights to board representation, as well as consent rights in connection with certain major company actions including changes to company policies and organizational documents, dispositions and financing activity.

        The interests of MSPE and HSBC, as our controlling shareholders, could conflict with the interests of the holders of the notes. For example, if we encounter financial difficulties or are unable to pay our debts as they mature, the interests of MSPE and HSBC as holders of our equity might conflict with the noteholders' interests. MSPE and HSBC may also have an interest in pursuing acquisitions, divestitures, financings or other transactions that would enhance the value of the equity position of MSPE and HSBC in us, even though such transactions might involve risks to the noteholders. Corporate opportunities may arise in the area of potential competitive business activities that may be attractive to us as well as to MSPE, HSBC or their affiliates, including potential acquisitions by MSPE, HSBC or their affiliates of competing businesses. Any competition could intensify if an affiliate or subsidiary of MSPE or HSBC were to enter into or acquire a business similar to our business. MSPE, HSBC or their affiliates may direct relevant corporate opportunities to other entities which they control rather than to us. Further, neither MSPE nor HSBC has any obligation to provide us with any equity or debt financing in the future in excess of certain capital calls up to a cap.

22

Risks Related to the Exchange Notes and the Exchange Offer

         Our substantial indebtedness could materially adversely affect our financial health and prevent us from fulfilling our obligations under the exchange notes.

        As of April 24, 2010, we had $539.2 million of indebtedness outstanding (inclusive of $185.4 million of capital leases), and $88.3 million of unused commitments under the ABL Facility (after giving effect to $11.7 million of letters of credit outstanding thereunder).

        Our substantial amount of indebtedness could have important consequences for you. For example, it could:

•

make it more difficult for us to satisfy our obligations with respect to the exchange notes;

•

limit our ability to borrow additional funds, or to sell assets to raise funds, if needed, for working capital, capital expenditures, acquisitions or other purposes;

•

increase our vulnerability to adverse economic and industry conditions;

•

require us to dedicate a substantial portion of our cash flow from operations to payments on our debt, thereby reducing funds available for operations, future business opportunities or other purposes, such as funding our working capital and capital expenditures;

•

limit our flexibility in planning for, or reacting to, changes in the business and industry in which we operate;

•

limit our ability to service our indebtedness;

•

place us at a competitive disadvantage compared to any less leveraged competitors; and

•

prevent us from raising the funds necessary to repurchase all exchange notes tendered to us upon the occurrence of certain changes of control, which would constitute a default under the indenture governing the notes.

        The occurrence of any one of these events could have a material adverse effect on our business, financial condition, results of operations, prospects or ability to satisfy our obligations under the exchange notes.

        Subject to restrictions in the indenture governing the notes and restrictions in the ABL Facility, we may incur additional indebtedness, which could increase the risks associated with our already substantial indebtedness. The terms of the indenture permit us to incur additional debt, including additional secured debt. If we incur any additional indebtedness secured by liens that rank equally with those securing the exchange notes, the holders of that debt will be entitled to share ratably with you in any proceeds distributed in connection with any insolvency, liquidation, reorganization, dissolution or other winding-up of us.

         Our ability to generate cash depends on many factors beyond our control, and we may not be able to generate the cash required to service our debt.

        Our ability to make payments on and refinance our indebtedness, including the exchange notes, and to fund our operations will depend on our ability to generate cash in the future. Our historical financial results have been, and our future financial results are expected to be, subject to substantial fluctuations, and will depend upon general economic conditions and financial, competitive, legislative, regulatory and other factors that are beyond our control. If we are unable to meet our debt service obligations or fund our other liquidity needs, we may need to refinance all or a portion of our debt, including the exchange notes, before maturity, seek additional equity capital, reduce or delay scheduled expansions and capital expenditures or sell material assets or operations. We cannot assure you that we will be able to pay our debt or refinance it on commercially reasonable terms, or at all, or to fund our liquidity needs.

23

        If for any reason we are unable to meet our debt service obligations, we would be in default under the terms of the agreements governing our outstanding debt. If such a default were to occur, the lenders under the ABL Facility could elect to declare all amounts outstanding under the ABL Facility immediately due and payable, and the lenders would not be obligated to continue to advance funds under the ABL Facility. If the amounts outstanding are accelerated, we cannot assure you that our assets will be sufficient to repay in full the money owed to the banks or to our debt holders, including holders of exchange notes.

         The indenture governing the notes and the ABL Facility contains various covenants limiting the discretion of our management in operating our business and could prevent us from capitalizing on business opportunities and taking some corporate actions.

        The indenture governing the notes and the ABL Facility impose significant operating and financial restrictions on us. These restrictions limit or restrict, among other things, our ability and the ability of our restricted subsidiaries to:

•

incur additional indebtedness;

•

make restricted payments (including paying dividends on, redeeming, repurchasing or retiring our capital stock);

•

make investments;

•

create liens;

•

sell assets;

•

enter into agreements restricting our subsidiaries' ability to pay dividends, make loans or transfer assets to us;

•

engage in transactions with affiliates; and

•

consolidate, merge or sell all or substantially all of our assets.

        These covenants are subject to important exceptions and qualifications and, with respect to the exchange notes, are described under the heading "Description of the Exchange Notes—Certain Covenants" in this prospectus. In addition, the ABL Facility requires us, under certain circumstances, to maintain compliance with a financial covenant. Our ability to comply with this covenant may be affected by events beyond our control, including those described in this "Risk Factors" section. A breach of any of the covenants contained in the ABL Facility including our inability to comply with the financial covenant could result in an event of default, which would allow the lenders under the ABL Facility to declare all borrowings outstanding to be due and payable, which would in turn trigger an event of default under the indenture governing the notes and, potentially, our other indebtedness. At maturity or in the event of an acceleration of payment obligations, we would likely be unable to pay our outstanding indebtedness with our cash and cash equivalents then on hand. We would, therefore, be required to seek alternative sources of funding, which may not be available on commercially reasonable terms, terms as favorable as our current agreements or at all, or face bankruptcy. If we are unable to refinance our indebtedness or find alternative means of financing our operations, we may be required to curtail our operations or take other actions that are inconsistent with our current business practices or strategy.

         Holders of our indebtedness secured by liens ranking prior to the lien securing the exchange notes will have rights senior to the rights of the holders of the exchange notes with respect to the collateral securing such other secured indebtedness.

        Obligations under the ABL Facility and certain hedging and cash management obligations are secured by a first-priority lien on the "ABL Priority Collateral" as defined in the "Description of the

24

Exchange Notes—Certain Definitions." The exchange notes and the related guarantees are secured by a second-priority lien in the collateral securing indebtedness under the ABL Facility. Any rights to payment and claims by the holders of the exchange notes will, therefore, be subject to the rights to payment or claims by our lenders under the ABL Facility and the holders of any such hedging and cash management obligations with respect to distributions of such collateral. Only when our obligations under the ABL Facility and such hedging and cash management obligations are satisfied in full will the proceeds of ABL Priority Collateral be available to repay the exchange notes on a pari passu basis.

         Certain assets are excluded from the collateral.

        Certain assets are excluded from the collateral securing the exchange notes as described under "Description of the Exchange Notes—Security" including, without limitation, the following:

•

any capital stock or other securities of any subsidiary of Tops Holding Corporation (including Tops Markets, LLC) to the extent that the pledge of that capital stock or other securities results in our being required to file separate financial statements of such subsidiary with the SEC;

•

the voting capital stock of any of our foreign restricted subsidiaries in excess of 65% of the voting rights of all such capital stock in such subsidiary, and any capital stock of an entity that is not our subsidiary to the extent a pledge of such capital stock is prohibited by such entity's organizational documents or any shareholders agreement or joint venture agreement relating to such capital stock;

•

owned real property with an individual fair market value of $5.0 million or less and leased real property (other than our warehouse distribution facility located in Lancaster, New York);

•

any property as to which the grant of a security interest would violate applicable law, require a consent not obtained of any governmental authority, or breach, result in a default or termination under, or require a consent not obtained under, any document evidencing such property; and

•

other "excluded assets" described under "Description of the Exchange Notes—Security."

        If an event of default occurs and the exchange notes are accelerated, the exchange notes will rank equally with the holders of all of our other unsubordinated and unsecured indebtedness and other liabilities with respect to such excluded assets. As a result, if the value of the assets securing the exchange notes and the guarantees (taking into account any secured indebtedness with a prior security interest on such assets) is less than the aggregate amount of the claims of the holders of the exchange notes, no assurance can be provided that the holders of the exchange notes would receive any substantial recovery from the excluded assets.

         The pledge of the securities of our subsidiaries that secures the exchange notes will exclude capital stock or any other securities of any of our subsidiaries in excess of the maximum amount of such capital stock or securities that could be included in the collateral without creating a requirement to file separate financial statements with the SEC for that subsidiary.

        The exchange notes are secured by a pledge of the stock and other securities of our subsidiaries held by the issuers or the guarantors. Under the SEC regulations in effect as of the issue date of the exchange notes, if the par value, book value as carried by us or market value (whichever is greatest) of the capital stock, other securities or similar ownership interests of a subsidiary of Tops Holding Corporation (including Tops Markets, LLC) pledged as part of the collateral is greater than or equal to 20% of the aggregate principal amount of the exchange notes then outstanding, such a subsidiary would be required to provide separate financial statements to the SEC. Therefore, the indenture governing the notes and the security agreement provide that any capital stock and other securities of any of Tops Holding Corporation's subsidiaries will be excluded from the collateral to the extent such capital stock or other securities exceed the maximum amount that could be included without causing such subsidiary to be required to file separate financial statements with the SEC pursuant to Rule 3-16 of

25

Regulation S-X or another similar rule. As a result, holders of the exchange notes could lose a portion of or all of their security interest in the capital stock or other securities of those subsidiaries during that period. It may be more difficult, costly and time consuming for holders of the exchange notes to foreclose on the assets of a subsidiary than to foreclose on its capital stock or other securities, so the proceeds realized upon any such foreclosure could be significantly less than those that would have been received upon any sale of the capital stock or other securities of such subsidiary.

         The value of the note holders' security interest in the collateral may not be sufficient to satisfy all our obligations under the exchange notes.

        In the event of a foreclosure on the collateral securing the ABL Facility on a first-priority basis (or a distribution in respect thereof in a bankruptcy or insolvency proceeding), the proceeds from such collateral securing the ABL Facility on which the exchange notes have a second-priority lien may not be sufficient to satisfy the exchange notes because such proceeds would, under the intercreditor agreement, first be applied to satisfy our obligations under the ABL Facility and certain hedging and cash management obligations. Only after all of our obligations under the ABL Facility and such other obligations have been satisfied will proceeds from such collateral be applied to satisfy our obligations under the exchange notes. In addition, in the event of a foreclosure on the collateral securing the exchange notes on which the exchange notes have a first priority lien, the proceeds from such foreclosure may not be sufficient to satisfy our obligations under the exchange notes. In particular, we have not obtained any valuation for the collateral securing the exchange notes in connection with this exchange offer.

        The value of the collateral at any time will depend on market and other economic conditions, including the availability of suitable buyers for the collateral. By its nature, some or all of the collateral may be illiquid and may have no readily ascertainable market value. The value of the assets pledged as collateral for the exchange notes could be impaired in the future as a result of changing economic conditions, competition, distressed sale circumstances or other future trends. In addition, to the extent that liens, rights or easements granted to third parties (including tenants) encumber assets or encumber properties owned by us, such third parties have or may exercise rights and remedies with respect to the property or assets subject to such liens that could adversely affect the value of the collateral and the ability of the collateral agent to foreclose on the collateral. In the event of a foreclosure, liquidation, bankruptcy or similar proceeding, no assurance can be given that:

•

the proceeds from any sale or liquidation of the collateral securing our obligations under the ABL Facility on a first-priority basis will be sufficient to pay our obligations under the exchange notes, in full or at all, after first satisfying our obligations in full under the ABL Facility and certain hedging and cash management obligations; or

•

the collateral will be saleable, and, even if saleable, the timing of its liquidation would be uncertain.

        Although the security documents governing the exchange notes contain a covenant requiring us to take certain steps to perfect liens in after-acquired assets (including those acquired pursuant to the Acquisition), no assurance can be given that such liens will be perfected on a timely basis. Accordingly, there may not be sufficient collateral to pay all or any of the amounts due on the exchange notes. Any claim for the difference between the amount, if any, realized by holders of the exchange notes from the sale of the collateral securing the exchange notes and the obligations under the exchange notes will rank equally in right of payment with all of our other unsecured unsubordinated indebtedness and other obligations, including trade payables.

        With respect to some of the collateral, the collateral agent's security interest and ability to foreclose will also be limited by the need to meet certain requirements, such as obtaining third-party consents and making additional filings. If we are unable to obtain these consents or make these filings,

26

the security interests may be invalid and the holders will not be entitled to the collateral or any recovery with respect thereto. We cannot assure you that any such required consents can be obtained by the completion of this exchange offer on a timely basis or at all. These requirements may limit the number of potential bidders for certain collateral in any foreclosure and may delay any sale, either of which events may have an adverse effect on the sale price of the collateral. Therefore, the practical value of realizing on the collateral may, without the appropriate consents and filings, be limited.

         The imposition of certain permitted liens could materially adversely affect the value of the collateral.

        The collateral securing the exchange notes may also be subject to liens permitted under the terms of the indenture governing the notes, whether arising on or after the date the exchange notes are issued. The existence of any permitted liens could materially adversely affect the value of the collateral that could be realized by the holders of the exchange notes as well as the ability of the Collateral Agent to realize or foreclose on such collateral. The collateral that secures the exchange notes may also secure our and the guarantors' future indebtedness and other obligations to the extent permitted by the indenture and the security documents. Your rights to the collateral would be diluted by any increase in the indebtedness secured by the collateral.

         Rights of holders of notes in the collateral may be materially adversely affected by the failure to perfect liens on certain collateral acquired in the future.

        Applicable law requires that certain property and rights acquired after the grant of a general security interest or lien can only be perfected at the time such property and rights are acquired and identified. There can be no assurance that the trustee or the collateral agent will monitor, or that we will inform the collateral agent or the administrative agent of, the future acquisition of property and rights that constitute collateral, and that the necessary action will be taken to properly perfect the lien on such after-acquired collateral. The collateral agent for the exchange notes has no obligation to monitor the acquisition of additional property or rights that constitute collateral or the perfection of any security interests therein. Such failure may result in the loss of security interests or the practical benefits of the liens thereon or of the priority of the liens securing the exchange notes.

         Claims of creditors of any future subsidiaries which do not guarantee the exchange notes will be structurally senior and have priority over holders of the exchange notes with respect to the assets and earnings of such subsidiaries.

        All liabilities of any of our future subsidiaries that do not guarantee the exchange notes will be effectively senior to the exchange notes to the extent of the value of such non-guarantor subsidiaries. Accordingly, claims of holders of the exchange notes will be structurally subordinate to the claims of creditors of such non-guarantor subsidiaries, including trade creditors. All obligations of our non-guarantor subsidiaries will have to be satisfied before any of the assets of such subsidiaries would be available for distribution, upon a liquidation or otherwise, to us or a guarantor of the exchange notes.

         Fraudulent conveyance laws may permit courts to void the subsidiary guarantees of the exchange notes in specific circumstances, which would interfere with the payment of the subsidiary guarantees and realization upon collateral owned by the guarantors.

        Under the federal bankruptcy laws and comparable provisions of state fraudulent transfer laws, any guarantee made by any of our subsidiaries could be voided, or claims under the guarantee made by any of our subsidiaries could be subordinated to all other obligations of any such subsidiary, if the subsidiary, at the time it incurred the obligations under any guarantee:

•

incurred the obligations with the intent to hinder, delay or defraud creditors; or

•

received less than reasonably equivalent value in exchange for incurring those obligations; and

27

(1)

was insolvent or rendered insolvent by reason of that incurrence;



(2)

was engaged in a business or transaction for which the subsidiary's remaining assets constituted unreasonably small capital; or



(3)

intended to incur, or believed that it would incur, debts beyond its ability to pay those debts as they mature.

        The indenture limits the liability of each guarantor on its guarantee to the maximum amount that such guarantor can incur without risk that its guarantee will be subject to avoidance as a fraudulent transfer. We cannot assure you that this limitation will protect such guarantees from fraudulent transfer challenges or, if it does, that the remaining amount due and collectible under the guarantees would suffice, if necessary, to pay the exchange notes in full when due. In a recent Florida bankruptcy case, this kind of provision was found to be ineffective to protect the guarantees. Further, the value of any collateral pledged by a guarantor that may be realized by the holders of the exchange notes will be limited to the maximum claim such holders have under the guarantee.

        A legal challenge to the obligations under any guarantee on fraudulent conveyance grounds could focus on any benefits received in exchange for the incurrence of those obligations. We believe that each of our subsidiaries making a guarantee received reasonably equivalent value for incurring the guarantee, but a court may disagree with our conclusion or elect to apply a different standard in making its determination. A court could thus void the obligations under a guarantee, subordinate it to a guarantor's other debt or take other action detrimental to the holders of the exchange notes.

        The measures of insolvency for purposes of the fraudulent transfer laws vary depending on the law applied in the proceeding to determine whether a fraudulent transfer has occurred. Generally, however, an entity would be considered insolvent if:

•

the sum of its debts, including contingent liabilities, is greater than the fair saleable value of all of its assets;

•

the present fair saleable value of its assets is less than the amount that would be required to pay its probable liabilities on its existing debts, including contingent liabilities, as they become absolute and mature; or

•

it cannot pay its debts as they become due.

         The intercreditor agreement in connection with the indenture governing the notes may limit the rights of the holders of the exchange notes and their control with respect to the collateral securing the exchange notes.

        The rights of the holders of the exchange notes with respect to the collateral securing the ABL Facility on a first-priority basis may be substantially limited pursuant to the terms of the intercreditor agreement. Under the intercreditor agreement, if amounts or commitments remain outstanding under the ABL Facility and certain hedging and cash management obligations, actions taken in respect of collateral securing our obligations under the ABL Facility and such other obligations on a first-priority basis, including the ability to cause the commencement of enforcement proceedings against such collateral and to control the conduct of these proceedings, will be at the sole direction of the holders of the obligations secured by the first-priority liens, subject to certain limitations. As a result, the collateral agent, on behalf of the holders of the exchange notes, may not have the ability to control or direct these actions, even if the rights of the holders of the exchange notes are adversely affected. Additionally, the agent for the lenders under the ABL Facility generally has a right to access and use the collateral securing the exchange notes on a first-priority basis for a period of 270 days (subject to certain extensions) following any foreclosure by the collateral agent on such collateral. See "Description of the Exchange Notes—Intercreditor Agreement."

28

         Any future pledge of collateral might be avoidable in bankruptcy.

        Any future pledge of collateral in favor of the collateral agent, including pursuant to security documents delivered after the date of the indenture governing the notes, might be avoidable by the pledgor (as debtor in possession) or by its trustee in bankruptcy if certain events or circumstances exist or occur, including if the pledgor is insolvent at the time of the pledge, the pledge permits the holders of the exchange notes to receive a greater recovery than if the pledge had not been given and a bankruptcy proceeding in respect of the pledgor is commenced within 90 days following the pledge, or, in certain circumstances, a longer period.

         The collateral securing the exchange notes is subject to casualty risks.

        We intend to maintain insurance or otherwise insure against hazards in a manner appropriate and customary for our business. There are, however, certain losses that may be either uninsurable or not economically insurable, in whole or in part. Insurance proceeds may not compensate us fully for our losses. If there is a complete or partial loss of any of the collateral, the insurance proceeds may not be sufficient to satisfy all of the secured obligations, including the exchange notes and the guarantees. In the event of a total or partial loss to any of the mortgaged facilities, certain items of equipment may not be easily replaced.

         In the event of a bankruptcy, the ability of the holders of the exchange notes to realize upon the collateral will be subject to certain bankruptcy law limitations.

        Bankruptcy law could prevent the collateral agent from repossessing and disposing of, or otherwise exercising remedies in respect of, the collateral upon the occurrence of an event of default if a bankruptcy proceeding were to be commenced by or against us or the guarantors prior to the collateral agent having repossessed and disposed of, or otherwise exercised remedies in respect of, the collateral. Under the U.S. Bankruptcy Code, a secured creditor such as the collateral agent is prohibited from repossessing its security from a debtor in a bankruptcy case, or from disposing of security repossessed from such debtor, without bankruptcy court approval. Moreover, the U.S. Bankruptcy Code permits the debtor to continue to retain and to use collateral even though the debtor is in default under the applicable debt instrument; provided that the secured creditor is given "adequate protection." The meaning of the term "adequate protection" may vary according to the circumstances, but it is intended in general to protect the value of the secured creditor's interest in the collateral. The court may find "adequate protection" if the debtor pays cash or grants additional security, if and at such times as the court in its discretion determines, for any diminution in the value of the collateral during the pendency of the bankruptcy case. In view of the lack of a precise definition of the term "adequate protection" and the broad discretionary powers of a bankruptcy court, it is impossible to predict how long payments with respect to the exchange notes could be delayed following commencement of a bankruptcy case, whether or when the trustee could repossess or dispose of the collateral or whether or to what extent holders would be compensated for any delay in payment or loss of value of the collateral through the requirement of "adequate protection."

         In the event of a bankruptcy, holders may not have a claim with respect to original issue discount on the exchange notes constituting "unmatured interest" under the U.S. Bankruptcy Code.

        Under the U.S. Bankruptcy Code, the principal amount of each note in excess of its issue price is treated as unmatured interest. The claim of a holder of a note in a bankruptcy proceeding in respect of the exchange notes with respect to this original issue discount would be limited to the portion thereof that had accreted prior to the date of the commencement of the bankruptcy case. Holders of notes would not be entitled to receive any additional portion of the original issue discount that accreted during the commencement of a bankruptcy proceeding except to the extent the exchange notes are over secured by their security interest in the collateral.

29

         We will incur increased costs as a result of being a public company.

        As a result of completing this exchange offer, we may incur significant legal, accounting and other expenses that we did not incur as a private company. We expect that compliance with these public company requirements will increase our costs and make some activities more time-consuming. For example, public companies are required to maintain internal controls and disclosure controls and procedures. In addition, we will incur additional expenses associated with our SEC reporting requirements. A number of those requirements will require us to carry out activities we have not done previously. For example, under Section 404 of the Sarbanes-Oxley Act and the indenture governing the notes, for our annual report on Form 10-K for fiscal year 2011, we may need to document and test our internal control procedures, our management may need to assess and report on our internal control over financial reporting and our independent registered public accounting firm may need to issue an opinion on the effectiveness of those controls. Furthermore, if we identify any issues in complying with those requirements (for example, if we or our independent registered public accounting firm identify a material weakness or significant deficiency in our internal control over financial reporting), we could incur additional costs rectifying those issues, and the existence of those issues could adversely affect us, our reputation or investor perceptions of us. We also expect that it will be expensive to obtain director and officer liability insurance, and we may be required to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. As a result, it may be more difficult for us to attract and retain qualified persons to serve on our Board of Directors or as executive officers.

         We may be unable to repurchase the exchange notes upon a change of control as required by the indenture governing the notes.

        Upon the occurrence of certain specific kinds of change of control events specified in "Description of the Exchange Notes," we must offer to repurchase all outstanding exchange notes. In such circumstances, we cannot assure you that we would have sufficient funds available to repay all of our senior indebtedness and any other indebtedness that would become payable upon a change of control and to repurchase all of the exchange notes. Our failure to purchase the exchange notes would be a default under the indenture governing the notes, which would in turn trigger a default under the ABL Facility.

         You may be required to recognize taxable income on the exchange notes in a taxable year in excess of cash payments made to you on the exchange notes.

        The unregistered notes were issued with a net original issue discount ("OID") for U.S. federal income tax purposes. As a result, in addition to the stated interest on the exchange notes, depending upon the amount a U.S. holder pays for a note, a U.S. holder may be required to include amounts representing the remaining OID in gross income (as ordinary income) on a constant yield basis for U.S. federal income tax purposes in advance of the receipt of cash payments to which such income is attributable, regardless of such holder's method of tax accounting. See "Material U.S. Federal Income Tax Considerations."

         If you do not properly tender your unregistered notes, your ability to transfer such outstanding notes will be adversely affected.

        We will only issue exchange notes in exchange for unregistered notes that are timely received by the exchange agent, together with all required documents, including a properly completed and signed letter of transmittal. Therefore, you should allow sufficient time to ensure timely delivery of the unregistered notes and you should carefully follow the instructions on how to tender your unregistered notes. None of the issuers, the guarantors or the exchange agent are required to tell you of any defects or irregularities with respect to your tender of the unregistered notes. If you do not tender your

30

unregistered notes or if your tender of unregistered notes is not accepted because you did not tender your unregistered notes properly, then, after consummation of the exchange offer, you will continue to hold unregistered notes that are subject to the existing transfer restrictions. After the exchange offer is consummated, if you continue to hold any unregistered notes, you may have difficulty selling them because there will be fewer unregistered notes remaining and the market for such unregistered notes, if any, will be much more limited than it is currently. In particular, the trading market for unexchanged unregistered notes could become more limited than the existing trading market for the unregistered notes and could cease to exist altogether due to the reduction in the amount of the unregistered notes remaining upon consummation of the exchange offer. A more limited trading market might adversely affect the liquidity, market price and price volatility of such untendered unregistered notes.

         If you are a broker-dealer or participating in a distribution of the exchange notes, you may be required to deliver prospectuses and comply with other requirements.

        If you tender your unregistered notes for the purpose of participating in a distribution of the exchange notes, you will be required to comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale of the exchange notes. If you are a broker-dealer that receives exchange notes for your own account in exchange for unregistered notes that you acquired as a result of market-making activities or any other trading activities, you will be required to acknowledge that you will deliver a prospectus in connection with any resale of such exchange notes.

         Your ability to transfer the exchange notes may be limited by the absence of an active trading market, and there is no assurance that any active trading market will develop for the exchange notes.

        The exchange notes are a new issue of securities for which there is no existing trading market. Although when the notes were initially issued the initial purchasers advised us that they intended to make a market in the notes, they are not obligated to do so, and the initial purchasers may cease their market making activity at any time without notice. In addition, we are controlled by MSPE, an affiliate of Morgan Stanley & Co. Incorporated, one of the initial purchasers of the outstanding unregistered notes. As a result of this affiliate relationship, if Morgan Stanley & Co. Incorporated conducts any market making activities with respect to the notes, Morgan Stanley & Co. Incorporated will be required to deliver a market making prospectus when effecting offers and sales of the notes. For as long as a market making prospectus is required to be delivered, the ability of Morgan Stanley & Co. Incorporated to make a market in the notes may, in part, be dependent on our ability to maintain a current market making prospectus for its use. If we are unable to maintain a current market making prospectus, Morgan Stanley & Co. Incorporated may be required to discontinue its market making activities without notice. Therefore, we cannot assure you that an active market for the exchange notes will develop or, if developed, that it will continue. Historically, the market for non-investment grade debt, such as the exchange notes, has been subject to disruptions that have caused substantial volatility in the prices of securities similar to the exchange notes. We cannot assure you that the market, if any, for the exchange notes will be free from similar disruptions, and any such disruptions may adversely affect the prices at which you may sell your notes. Future trading prices of the exchange notes will depend on many factors, including prevailing interest rates, the market for similar notes, our performance or other factors.

31

USE OF PROCEEDS

        The exchange offer is intended to satisfy our obligations under the registration rights agreements. We will not receive any cash proceeds from the issuance of the exchange notes pursuant to the exchange offer. In consideration for issuing the exchange notes as contemplated in this prospectus, we will receive a like principal amount of the unregistered notes, the terms of which are identical in all material respects to the exchange notes, except as otherwise noted in this prospectus. We will retire and cancel all of the unregistered notes tendered in the exchange offer. Accordingly, the issuance of the exchange notes will not result in any change in our indebtedness or capitalization.

32

CAPITALIZATION

        The following table sets forth our consolidated cash and cash equivalents and capitalization as of April 24, 2010.

        This table should be read in conjunction with "Management's Discussion and Analysis of Financial Condition and Results of Operations" and our unaudited financial statements and the related notes thereto included elsewhere in this prospectus.

			(Unaudited) (Dollars in millions)
Cash and cash equivalents			$	22.1
Debt:
	ABL Facility(1)
		Revolving credit facility	$	—
	10.125% Senior Secured Notes due 2015(2)			350.0
	Capital leases			185.4
	Other debt(3)			3.8
		Total debt		539.2
	Shareholders' equity			3.4
	Total capitalization		$	542.6

(1)

The ABL Facility bears interest at a rate of, at our option, either LIBOR or the Prime Rate (as defined in the ABL Facility), plus in either case an applicable margin. Borrowings under the ABL facility will mature on October 9, 2013. See "Description of Other Indebtedness—The ABL Facility."

(2)

The $275.0 million of unregistered notes issued on October 9, 2009 were issued with a $4.5 million original issue discount. The $75.0 million of unregistered notes issued on February 12, 2010 were issued with a $1.1 million original issue premium. The net original issue discount of $3.4 million will be amortized over the life of the notes as additional interest expense.

(3)

Other debt includes governmental loans and mortgages.

33

SELECTED HISTORICAL CONSOLIDATED FINANCIAL AND OPERATING DATA

        The following table sets forth our selected historical consolidated financial and operating data. The selected historical condensed consolidated financial and operating data for the 336 days ended December 1, 2007 ("Fiscal 2007 Predecessor Period"), as of and for the 28 days ended December 29, 2007 ("Fiscal 2007 Successor Period"), and as of and for the fiscal year ended December 27, 2008 ("Fiscal 2008") and as of and for the fiscal year ended January 2, 2010 ("Fiscal 2009") have been derived from our audited consolidated financial statements prepared in accordance with generally accepted accounting principles in the United States ("GAAP").

        The selected historical condensed consolidated financial and operating data as of and for the 16-week periods ended April 18, 2009 and April 24, 2010, respectively, presented below, have been derived from our unaudited condensed consolidated financial statements, which are included elsewhere in this prospectus. Such unaudited financial information has been prepared on a basis consistent with our annual audited financial statements. In the opinion of management, such unaudited financial information reflects all adjustments, consisting exclusively of normal and recurring adjustments necessary for a fair presentation of the results for those periods. The results for any interim period are not necessarily indicative of the results that may be achieved for a full fiscal year.

        The selected financial data as of and for the year ended December 31, 2005 has been omitted from the table below. A combination of factors results in our inability to provide the 2005 selected balance sheet and statement of operations information without unreasonable effort and expense. These factors include: (1) we were part of Ahold prior to December 2, 2007; (2) we did not prepare standalone financial statements for the year ended December 31, 2005 as there was no requirement to complete such financial statements as part of our sale to MSPE; and (3) we are not in a position to ascertain whether certain information necessary to calculate the standalone carve-out financial information continues to be available from Ahold. We believe the omission of this financial data does not have a material impact on the understanding of our results of operations, financial condition, liquidity and related trends.

34

        The information set forth below should be read in conjunction with "Capitalization," "Management's Discussion and Analysis of Financial Condition and Results of Operations" and our audited consolidated financial statements and related notes included elsewhere in this prospectus.

			Tops Holding Corporation
																		Tops Markets, LLC
			16-Week Periods Ended
															Fiscal 2007 Successor Period (4 weeks)			Fiscal 2007 Predecessor Period (48 weeks)(2)
			April 24, 2010			April 18, 2009			Fiscal 2009 (53 weeks)			Fiscal 2008 (52 weeks)									Fiscal 2006 (52 weeks)(2)
(Dollars in thousands)
Statements of Operations Data:
	Inside sales		$	623,967		$	477,667		$	1,579,448		$	1,542,054		$	126,079		$	1,406,794		$	1,523,063
	Gasoline sales			41,048			28,091			116,160			158,178			10,732			119,966			110,697
		Net sales		665,015			505,758			1,695,608			1,700,232			136,811			1,526,760			1,633,760
	Operating (loss) income			(2,882	)		9,082			34,490			28,779			4,786			(6,812	)		8,741
	Net income (loss)			11,963			(2,940	)		(25,693	)		(10,844	)		984			(52,097	)		(115,815	)
Balance Sheet Data:
	Total assets			702,656			603,400			592,848			619,694			641,102			N/A			673,563
	Long-term liabilities; including obligations under capital lease and financing obligations			549,313			398,636			486,305			400,313			407,103			N/A			458,418
	Total shareholders' equity (deficit)			3,406			85,125			(38,801	)		87,729			100,581			N/A			(118,818	)
Supermarket Operating Data:
	Number of supermarkets at end of period			126			71			71			71			71			71			72
	Average weekly inside sales per supermarket			416,527			419,274			418,511			416,434			442,668			411,752			405,161
	Inside ID sales (decrease) increase(1)			(0.7	)%		1.9	%		0.5	%		1.2	%		N/A			N/A			N/A
	Number of fuel stations at end of period			32			28			31			28			26			26			26
	Motor fuel gallons sold (in thousands)			15,830			15,883			52,540			50,124			3,668			45,793			29,681
Other Financial Data:
	Net cash provided by (used in):
		Operating activities	$	(3,586	)	$	4,069		$	66,813		$	81,067		$	24,572		$	21,677		$	(3,491	)
		Investing activities		(78,883	)		(10,392	)		(36,693	)		(56,237	)		(298,172	)		(6,988	)		7,586
		Financing activities		84,883			(6,270	)		(40,717	)		(28,437	)		307,526			(30,141	)		(29,485	)
	Total depreciation and amortization			22,567			19,377			65,285			55,530			3,760			42,368			56,048
	Capital expenditures			8,779			9,742			28,080			35,298			198			7,201			41,753

(1)

We define "inside ID sales" as the change in year-over-year inside sales (net sales excluding gasoline sales), excluding franchise revenue, for "ID stores". We include a supermarket in the "inside ID sales" base in its thirteenth full month of operation.

(2)

The operating results during these periods represent those of Tops Markets, LLC under the ownership of Koninklijke Ahold N.V.

35

UNAUDITED PRO FORMA CONDENSED COMBINED
FINANCIAL INFORMATION

        The following unaudited pro forma condensed combined financial information has been prepared to reflect:

•

the January 29, 2010 acquisition of substantially all assets and assumption of certain specified liabilities of The Penn Traffic Company (the "Acquisition"). The assets not acquired include stores closed by The Penn Traffic Company prior to the Acquisition, its wholesale food distribution business and franchisee arrangements. The Acquisition is accounted for using the acquisition method of accounting in accordance with Accounting Standards Codification ("ASC") 805, Business Combinations, with Tops Holding Corporation as the "acquirer" and The Penn Traffic Company as the acquired company;

•

the sale or closure of 24 acquired supermarkets subsequent to the Acquisition; and

•

the effect of the October 9, 2009 and February 12, 2010 debt refinancing transactions ("Financing Transactions") of Tops Holding Corporation and Tops Markets, LLC.

        The unaudited pro forma condensed combined statements of operations combine the historical consolidated statements of operations for Tops Holding Corporation and The Penn Traffic Company to give effect to the Acquisition, subsequent sale and closure activities and Financing Transactions as if they occurred on December 28, 2008. These pro forma condensed combined financial statements should be read in conjunction with the:

•

accompanying notes to the unaudited pro forma condensed combined financial information;

•

separate audited historical consolidated financial statements of Tops Holding Corporation as of and for the year ended January 2, 2010, and related notes beginning on page F-4 of this prospectus;

•

separate unaudited historical condensed consolidated financial statements of Tops Holding Corporation as of and for the 16-week period ended April 24, 2010, and related notes beginning on page F-61 of this prospectus;

•

separate unaudited historical financial statements of The Penn Traffic Company as of and for the 39-week period ended October 31, 2009, and related notes beginning on page F-117 of this prospectus; and

•

separate audited historical consolidated financial statements of The Penn Traffic Company as of and for the year ended January 31, 2009, and related notes beginning on page F-84 of this prospectus.

        A pro forma balance sheet has not been presented as the April 24, 2010 balance sheet included in the separate unaudited historical condensed financial statements of Tops Holding Corporation as of and for the 16-week period ended April 24, 2010 includes the retained assets acquired and liabilities assumed from The Penn Traffic Company. Five of the supermarkets included in the April 24, 2010 balance sheet were sold on May 3, 2010. Had this sale occurred prior to the conclusion of the 16-week period ended April 24, 2010, it would have had a result of increasing cash by the $4.7 million sale proceeds with a corresponding $4.7 million decrease in the net balance of assets held for sale and liabilities held for sale in the April 24, 2010 balance sheet. No gain or loss was recognized on the sale of the five supermarkets.

        This pro forma financial information does not contemplate the cost savings expected to be realized from the achievement of certain synergies, including, without limitation, purchasing savings by leveraging Tops' relationships with its suppliers, and the reduction of duplicative selling, general and administrative expenses.

36

        The unaudited pro forma condensed combined financial information was prepared using the acquisition method of accounting with Tops Holding Corporation treated as the accounting acquirer. Accordingly, Tops Holding Corporation has made adjustments to the historical consolidated financial information of The Penn Traffic Company to give effect to the impact of the consideration paid in connection with the Acquisition. The unaudited pro forma condensed combined statements of operations also include certain acquisition accounting adjustments, including items expected to have a continuing impact on the combined results.

        The unaudited pro forma condensed combined financial information should not be considered indicative of actual results that would have been achieved had the Acquisition, subsequent sale and closure activities and Financing Transactions been consummated prior to the periods presented and do not purport to indicate results of operations for any future period.

37

TOPS HOLDING CORPORATION

Unaudited Pro Forma Condensed Combined Statement of Operations

Fiscal 2009

(Dollars in thousands)

		Historical Tops Holding Corporation			Financing Transactions Pro Forma Adjustments			Note		Pro Forma Tops Holding Corporation			Historical The Penn Traffic Company			Non-Acquired Operations Pro Forma Adjustments			Note		Post- Acquisition Store Sales / Closures Pro Forma Adjustments			Note		Other Acquisition Pro Forma Adjustments		Note		As Adjusted Pro Forma Combined
Net sales		$	1,695,608		$	—				$	1,695,608		$	782,009		$	(32,985	)		4	$	(187,400	)		5	$	—			$	2,257,232
Cost of goods sold (excluding distribution costs)			(1,185,344	)		—					(1,185,344	)		(495,768	)		2,806			4		123,760			5		—				(1,554,546	)
Distribution costs			(33,852	)		—					(33,852	)		(48,285	)		19,538			4		7,949			5		1,280		6		(53,370	)
Gross profit			476,412			—					476,412			237,956			(10,641	)				(55,691	)				1,280				649,316
Wages, salaries and benefits			(224,958	)		—					(224,958	)		(125,015	)		703			4		33,175			5		—				(316,095	)
Selling and general expenses (excluding advertising)			(73,474	)		—					(73,474	)		(42,862	)		266			4		12,509			5		—				(103,561	)
Administrative expenses			(65,013	)		—					(65,013	)		(57,884	)		213			4		—					4,186		6		(118,498	)
Rent expense			(13,219	)		—					(13,219	)		(18,374	)		68			4		5,195			5		—				(26,330	)
Depreciation and amortization			(52,727	)		—					(52,727	)		(13,187	)		169			4		3,163			5		1,233		6		(61,349	)
Advertising			(12,531	)		—					(12,531	)		(8,018	)		163			4		—					—				(20,386	)
	Total operating expenses		(441,922	)		—					(441,922	)		(265,340	)		1,582					54,042					5,419				(646,219	)
Operating income (loss)			34,490			—					34,490			(27,384	)		(9,059	)				(1,649	)				6,699				3,097
Loss on debt extinguishment			(6,770	)		6,770			3		—			—			—					—					—				—
Interest expense, net			(48,028	)		(13,899	)		3		(61,927	)		(7,533	)		—					—					7,284		3		(62,176	)
Reorganization and other expenses			—			—					—			(5,427	)		—					—					—				(5,427	)
Loss before income taxes			(20,308	)		(7,129	)				(27,437	)		(40,344	)		(9,059	)				(1,649	)				13,983				(64,506	)
Income tax expense			(5,385	)		—			7		(5,385	)		(303	)		—			7		—			7		—		7		(5,688	)
Net loss		$	(25,693	)	$	(7,129	)			$	(32,822	)	$	(40,647	)	$	(9,059	)			$	(1,649	)			$	13,983			$	(70,194	)

The accompanying notes are an integral part of the
Unaudited Pro Forma Condensed Combined Financial Information.

38

TOPS HOLDING CORPORATION

Unaudited Pro Forma Condensed Combined Statement of Operations

16-Week Period Ended April 24, 2010

(Dollars in thousands)

		Historical Tops Holding Corporation			Financing Transactions Pro Forma Adjustments			Note		Pro Forma Tops Holding Corporation			Historical The Penn Traffic Company			Post- Acquisition Store Sales / Closures Pro Forma Adjustments			Note		Other Acquisition Pro Forma Adjustments			Note		As Adjusted Pro Forma Combined
Net sales		$	665,015		$	—				$	665,015		$	57,575		$	(47,335	)		5	$	—				$	675,255
Cost of goods sold (excluding distribution costs)			(458,168	)		—					(458,168	)		(37,727	)		31,727			5		—					(464,168	)
Distribution costs			(13,088	)		—					(13,088	)		(2,724	)		1,479			5		123			6		(14,210	)
Gross profit			193,759			—					193,759			17,124			(14,129	)				123					196,877
Wages, salaries and benefits			(94,279	)		—					(94,279	)		(11,192	)		9,012			5		—					(96,459	)
Selling and general expenses (excluding advertising)			(31,589	)		—					(31,589	)		(3,367	)		3,515			5		—					(31,441	)
Administrative expenses			(39,976	)		—					(39,976	)		(5,566	)		1,119			5		5,779			6		(38,644	)
Rent expense			(6,050	)		—					(6,050	)		(1,744	)		1,179			5		—					(6,615	)
Depreciation and amortization			(18,730	)		—					(18,730	)		(452	)		1,357			5		(289	)		6		(18,114	)
Advertising			(6,017	)		—					(6,017	)		(561	)		462			5		—					(6,116	)
	Total operating expenses		(196,641	)		—					(196,641	)		(22,882	)		16,644					5,490					(197,389	)
Operating loss			(2,882	)		—					(2,882	)		(5,758	)		2,515					5,613					(512	)
Gain on bargain purchase			20,921			—					20,921			—			—					(20,921	)				—
Loss on debt extinguishment			(1,008	)		1,008			3		—			—			—					—					—
Interest expense, net			(18,410	)		(370	)		3		(18,780	)		(875	)		—					856			3		(18,799	)
Loss before income taxes			(1,379	)		638					(741	)		(6,633	)		2,515					(14,452	)				(19,311	)
Income tax benefit			13,342			—			7		13,342			2,280			—			7		(13,717	)		7		1,905
Net income (loss)		$	11,963		$	638				$	12,601		$	(4,353	)	$	2,515				$	(28,169	)			$	(17,406	)

The accompanying notes are an integral part of the
Unaudited Pro Forma Condensed Combined Financial Information.

39

TOPS HOLDING CORPORATION

Notes to Unaudited Pro Forma Condensed Combined Financial Information

1. BASIS OF PRESENTATION

        This unaudited pro forma condensed combined financial information ("pro forma financial information") has been prepared based upon historical financial statements of Tops Holding Corporation ("Holding" or "Company") and The Penn Traffic Company ("Penn Traffic"), giving effect to the Acquisition, subsequent sale and closure activities and Financing Transactions and other related adjustments described in these footnotes, but does not include all disclosures required by accounting principles generally accepted in the United States of America. This pro forma financial information should be read in conjunction with the historical financial statements of Holding and Penn Traffic included elsewhere in this prospectus. The unaudited pro forma condensed combined financial information is provided for informational purposes only.

        This pro forma financial information and adjustments is based on preliminary internal estimates and assumptions made by management and have been made solely for purposes of developing this pro forma information for illustrative purposes necessary to comply with the requirements of the SEC. This pro forma financial information is not necessarily indicative of the results of operations that would have been achieved had the Acquisition, subsequent sale and closure activities and Financing Transactions actually taken place at the date indicated and does not purport to be indicative of future financial position or operating results. The actual results reported by the combined company in periods following the Acquisition, subsequent sale and closure activities and Financing Transactions may differ materially from that reflected in this pro forma financial information.

        The unaudited pro forma condensed combined statement of operations for Fiscal 2009 was prepared using the historical consolidated statement of operations of Holding for the 53-week period ended January 2, 2010 and the historical consolidated statement of operations of Penn Traffic for the period from February 1, 2009 to January 29, 2010 (acquisition date). The unaudited pro forma condensed combined statement of operations for the 16-week period ended April 24, 2010 was prepared using the historical consolidated statement of operations of Holding for the 16-week period ended April 24, 2010, and the historical consolidated statement of operations of Penn Traffic for the 5-week period ended January 29, 2010. Due to the timing difference between the reporting periods of Holding and Penn Traffic, this 5-week period is included in the unaudited pro forma condensed combined statements of operations for both Fiscal 2009 and the 16-week period ended April 24, 2010. The net sales and operating loss included in the historical Penn Traffic results for this period, before the effects of pro forma adjustments, were $57.6 million and $5.8 million, respectively. As the Acquisition occurred on January 29, 2010, the historical Holding results for the period from January 30, 2010 to April 24, 2010 include the results of the supermarkets acquired from Penn Traffic. The pro forma adjustments give effect to the Acquisition, subsequent sale and closure activities and Financing Transactions as if they occurred on December 28, 2008.

        A pro forma balance sheet has not been presented as the April 24, 2010 balance sheet included in the separate unaudited historical condensed financial statements of Tops Holding Corporation as of and for the 16-week period ended April 24, 2010 includes the retained assets acquired and liabilities assumed from The Penn Traffic Company. Five of the supermarkets included in the April 24, 2010 balance sheet were sold on May 3, 2010. Had this sale occurred prior to the conclusion of the 16-week period ended April 24, 2010, it would have had a result of increasing cash by the $4.7 million sale proceeds with a corresponding $4.7 million decrease in the net balance of assets held for sale and liabilities held for sale in the April 24, 2010 balance sheet. No gain or loss was recognized on the sale of the five supermarkets.

40

TOPS HOLDING CORPORATION

Notes to Unaudited Pro Forma Condensed Combined Financial Information (Continued)

2. ACQUISITION

        On January 29, 2010, Holding completed the Acquisition of substantially all assets and certain liabilities of Penn Traffic, including Penn Traffic's 79 retail supermarkets. As a result of the preliminary allocation of the purchase price, the assets acquired and liabilities assumed from Penn Traffic were recorded at their respective fair values as of the acquisition date. Due to the size and timing of the Acquisition, the preliminary allocation of the purchase price is based on management's best estimates of fair value as of the date of this prospectus and is subject to adjustments. The valuations will be finalized within 12 months of the closing of the Acquisition. As the valuations are finalized, any changes to the preliminary valuation of assets acquired or liabilities assumed may result in material adjustments to the fair value of property and equipment, inventory and identifiable intangible assets acquired and will be adjusted retrospectively, as well as the gain on bargain purchase described below.

        The fair values of buildings, personal property, and site improvements, all of which are included in property and equipment below, were determined using the cost approach. The fair value of land was determined using the market approach. The fair values of intangible assets were primarily determined using the income approach which, for the tradenames, is based upon a present value of the economic royalty savings associated with the tradenames and revenue projections attributed to the tradenames. For the customer relationships, the fair value is based upon an excess earnings approach which is equal to the present value of incremental after-tax cash flows. The amortization period is six to seven years and 11 to 14 years for the tradenames and customer relationships, respectively. Tradenames are being amortized on straight-line basis, while the customer relationships are being amortized on an accelerated basis based upon the level of expected attrition.

        The following table summarizes the preliminary allocation of the purchase price to the assets acquired and liabilities assumed (dollars in thousands):

Assets acquired:
	Inventory	$	32,792
	Prepaid expenses		2,354
	Property and equipment		63,878
	Favorable/unfavorable lease rights		6,589
	Tradenames		4,200
	Customer relationships		1,100
	Assets held for sale		22,791
Total assets acquired			133,704
Liabilities assumed:
	Accrued expenses and other current liabilities		5,891
	Liabilities held for sale		1,585
	Deferred tax liability		13,717
	Other long-term liabilities		253
	Capital lease obligations		6,314
Total liabilities assumed			27,760
Gain on bargain purchase			(20,921	)
Acquisition price		$	85,023

41

TOPS HOLDING CORPORATION

Notes to Unaudited Pro Forma Condensed Combined Financial Information (Continued)

2. ACQUISITION (Continued)

        The difference between the book basis and tax basis of the net assets acquired resulted in a deferred tax liability of $13.7 million. The excess of net assets acquired over the purchase price of $20.9 million has been recognized as a gain in the historical Holding statement of operations for the 16-week period ended April 24, 2010. This bargain purchase gain was attributable to the distressed status of Penn Traffic due to historical operating results, which led to a November 2009 bankruptcy filing. As this bargain purchase gain represented a one-time gain directly related to the Acquisition, this amount has been eliminated from the pro forma condensed combined statement of operations for the 16-week period ended April 24, 2010.

3. FINANCING TRANSACTIONS

        On October 9, 2009, the Company issued $275.0 million of Senior Notes, bearing annual interest of 10.125%. The Company received proceeds from the Senior Notes issuance, net of a $4.5 million original issue discount, of $270.5 million. The Senior Notes mature October 15, 2015 and require semi-annual interest payments beginning April 15, 2010.

        Also effective October 9, 2009, the Company entered into an ABL Facility that expires on October 9, 2013. The ABL Facility allowed a maximum borrowing capacity of $70.0 million, including a sub-limit for the issuance of letters of credit, subject to a borrowing base calculation. The Company's ABL Facility was amended on January 29, 2010 to increase its borrowing capacity by up to $41.0 million, consisting of an increase in the amount available under the revolving credit facility of $30.0 million and a new Term Loan of $11.0 million.

        On January 29, 2010, the Company entered into a $25.0 million Bridge Loan with Morgan Stanley Senior Funding, Inc. and Banc of America Bridge LLC.

        On February 12, 2010, the Company issued an additional $75.0 million of Senior Notes on the same terms as the October 2009 issuance. The Company received proceeds of $76.1 million from the additional unregistered notes issuance, including a $1.1 million original issue premium. The proceeds were used, in part, to repay in full the ABL Term Loan and Bridge Loan.

        Pro forma interest expense related to the combined $350.0 million of Senior Notes of $36.1 million and $10.9 million has been included in the pro forma condensed combined statements of operations for Fiscal 2009 and the 16-week period ended April 24, 2010, respectively.

        The capitalized financing costs related to the Senior Notes are being amortized using the effective interest method, while the capitalized costs related to the ABL revolving credit facility are being amortized on a straight-line basis. Total pro forma amortization related to these capitalized costs of $2.3 million and $0.7 million has been included in interest expense in the pro forma condensed combined statements of operations for Fiscal 2009 and the 16-week period ended April 24, 2010, respectively.

        The net original issue discount of $3.4 million related to the two Senior Notes issuances is being amortized using the effective interest method. Total pro forma amortization related to the net original issue discount of $0.3 million and $0.1 million has been included in interest expense in the pro forma condensed combined statements of operations for Fiscal 2009 and the 16-week period ended April 24, 2010, respectively.

42

TOPS HOLDING CORPORATION

Notes to Unaudited Pro Forma Condensed Combined Financial Information (Continued)

3. FINANCING TRANSACTIONS (Continued)

        Interest expense associated with the Company's prior senior secured credit facility, warehouse mortgage facility, ABL Facility, Bridge Loan and settled interest rate swap totaling $23.4 million and $10.4 million in Fiscal 2009 and the 16-week period ended April 24, 2010, respectively, has been eliminated from the pro forma condensed combined statements of operations.

        The amortization of capitalized financing costs related to the Company's prior senior secured credit facility, warehouse mortgage facility, ABL Term Loan and Bridge Loan of $1.2 million and $0.1 million have been eliminated from interest expense in the pro forma condensed combined statements of operations for Fiscal 2009 and the 16-week period ended April 24, 2010, respectively. Additionally, the loss on debt extinguishment amounts of $6.8 million and $1.0 million related to write-off of unamortized deferred financing costs associated with the extinguishment of certain of these debt arrangements have been eliminated from the pro forma condensed combined statements of operations for Fiscal 2009 and the 16-week period ended April 24, 2010, respectively.

        Interest expense associated with long-term debt and capital lease obligations of Penn Traffic not assumed by us totaling $7.3 million and $0.9 million in Fiscal 2009 and the 16-week period ended April 24, 2010, respectively, has been eliminated from the pro forma condensed combined statements of operations.

4. NON-ACQUIRED OPERATIONS

        The pro forma condensed combined statements of operations eliminate net sales and certain expenses of Penn Traffic that relate to assets not acquired by Tops. Such items include net sales, cost of goods sold, distribution costs and other direct expenses associated with three stores closed by Penn Traffic prior to the Acquisition and Penn Traffic's wholesale food distribution business. Additionally, income related to Penn Traffic's franchisee arrangements has been eliminated, as these assets were not acquired.

5. POST ACQUISITION STORE SALES/CLOSURES

        The pro forma condensed combined statements of operations eliminate net sales, cost of goods sold, distribution costs and other direct expenses associated with the 24 acquired supermarkets that have been closed, sold or liquidated by us subsequent to the Acquisition. As of the date of this prospectus, we have retained 55 stores, of which seven stores are still subject to Federal Trade Commission ("FTC") review. We are currently unable to forecast the timing and ultimate decisions of the FTC and the impact that it will have on our future results.

6. OTHER PRO FORMA ADJUSTMENTS

        Rent expense related to Penn Traffic's combined warehouse and corporate office location in Syracuse, New York, classified in distribution costs and administrative expenses, respectively, has been eliminated from the pro forma condensed combined statements of operations as this location was closed by the Company subsequent to the Acquisition. Additionally, depreciation and amortization associated with the 55 retained supermarkets has been adjusted to reflect the preliminary results of acquisition accounting. Depreciation and amortization has been calculated using weighted average useful lives of 9 years for depreciable property and equipment and 7 years for intangible assets. A change in the weighted average useful lives utilized would not have a material impact on the periods presented.

43

TOPS HOLDING CORPORATION

Notes to Unaudited Pro Forma Condensed Combined Financial Information (Continued)

7. INCOME TAX (EXPENSE) BENEFIT

        During Fiscal 2009, the Company determined that there were uncertainties relative to the ability to utilize its net deferred tax assets. In recognition of these uncertainties, the Company provided a full valuation allowance on its net deferred income tax assets. Accordingly, except as described below, the pro forma condensed combined statements of operations do not include income tax effects related to the pre-tax pro forma adjustments.

        The income tax benefit within the historical Holding statement of operations for the 16-week period ended April 24, 2010 includes a $13.7 million reversal of the valuation allowance that was established in Fiscal 2009. The reversal of the valuation allowance was the result of the recognition of a deferred tax liability attributable to the bargain purchase gain associated with the Acquisition. As this valuation allowance reversal represented a one-time gain directly related to the Acquisition, this amount has been eliminated from the pro forma condensed combined statement of operations for the 16-week period ended April 24, 2010.

44

MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion should be read in conjunction with our audited and unaudited consolidated financial statements and related notes and other financial information appearing elsewhere in this prospectus. This prospectus contains forward looking statements that involve risks and uncertainties. Our actual results may differ from those indicated in the forward looking statements. See "Forward-Looking Statements" and "Risk Factors." The following does not include any discussion on the results of operations or financial condition of Penn Traffic and its subsidiaries.

Company Overview

        We are a leading supermarket retailer in our Upstate New York and Northern Pennsylvania markets. Introduced in 1962, our Tops brand is widely recognized as a strong retail supermarket brand name in Upstate New York supported by strong customer loyalty and attractive supermarket locations. We are headquartered in Williamsville, New York and have approximately 12,700 associates.

        On January 29, 2010, we completed the acquisition of substantially all assets and certain specified liabilities of The Penn Traffic Company ("Penn Traffic") and its subsidiaries, including its 79 retail supermarkets. These supermarkets now operate under the banners of Tops, P&C, Quality Markets and Bi-Lo in Upstate New York and Northern Pennsylvania. In connection with the Acquisition, we entered into arrangements with Penn Traffic and other parties, pursuant to which we have the ability to sell or liquidate certain of Penn Traffic's stores. As of the date of this prospectus, we have retained 55 supermarkets, of which seven supermarkets remain subject to Federal Trade Commission ("FTC") review. We are currently unable to forecast the timing and ultimate decisions of the FTC and the impact that it will have on our future results. The remaining 24 supermarkets have been closed, sold or liquidated. We currently operate 126 corporate retail supermarkets with an additional five franchise supermarkets. We intend to convert the remaining retained Penn Traffic supermarkets still operating under the P&C, Quality Markets and Bi-Lo banners to the Tops banner, the majority of which are expected to be rebannered by the conclusion of 2010.

Basis of Presentation

        We operate on a 52/53 week fiscal year ending on the Saturday closest to December 31. Our fiscal years include 13 four-week reporting periods, with an additional week in the thirteenth reporting period for 53 week fiscal years. Our first quarter of each fiscal year includes four reporting periods, while the remaining quarters include three reporting periods. Fiscal 2009 consisted of the 53 weeks from December 28, 2008 to January 2, 2010. Fiscal 2008 consisted of the 52 weeks from December 30, 2007 to December 27, 2008. The "Fiscal 2007 Successor Period" consisted of the four weeks from December 2, 2007 to December 29, 2007. The "Fiscal 2007 Predecessor Period" consisted of the 48 weeks from December 31, 2006 to December 1, 2007.

Recent and Future Events Affecting Our Results of Operations and the Comparability of Reported Results of Operations

Acquisition of Penn Traffic

        On January 29, 2010, we completed the acquisition of Penn Traffic, including Penn Traffic's 79 retail supermarkets. As of the date of this prospectus, we have retained 55 supermarkets, of which seven supermarkets are still subject to FTC review. We are currently unable to forecast the timing and ultimate decisions of the FTC and the impact that it will have on our future results. The remaining 24 supermarkets have been closed, sold or liquidated. Net sales and operating loss for these 24 stores were $33.0 million and $2.0 million, respectively, during the 16-week period ended April 24, 2010. Also included in our results during the 16-week period ended April 24, 2010 were $11.9 million of

45

integration costs and $5.5 million of one-time legal and professional fees related to the Acquisition, as well as $2.0 million of additional depreciation and amortization associated with acquired property, equipment and intangible assets.

        As a result of the preliminary allocation of the purchase price, the assets acquired and liabilities assumed from Penn Traffic were recorded at their respective fair values as of the acquisition date. Due to the size and timing of the Acquisition, the preliminary allocation of the purchase price is based on management's best estimates of fair value as of the date of this prospectus and is subject to adjustments. The valuations will be finalized within 12 months of the closing of the Acquisition. As the valuations are finalized, any changes to the preliminary valuation of assets acquired or liabilities assumed may result in material adjustments to the fair value of property and equipment, inventory and identifiable intangible assets acquired and will be adjusted retrospectively.

        The excess of net assets acquired over the purchase price of $20.9 million has been recognized as a gain on bargain purchase in the consolidated statement of operations for the 16-week period ended April 24, 2010. This bargain purchase gain was attributable to the distressed status of Penn Traffic due to historical operating results, which led to a November 2009 bankruptcy filing.

Debt Refinancing

        On October 9, 2009, we issued $275.0 million of unregistered notes, bearing annual interest of 10.125%. We received proceeds from the unregistered notes issuance, net of a $4.5 million original issue discount, of $270.5 million. The unregistered notes mature on October 15, 2015 and require semi-annual interest payments beginning April 15, 2010. The proceeds from the unregistered notes issued were utilized to repay the outstanding debt related to our previous first lien credit agreement and warehouse mortgage, pay a dividend to our shareholders, settle our outstanding interest rate swap arrangement, and pay fees and expenses related to the financing transactions.

        On February 12, 2010, we issued an additional $75.0 million of unregistered notes under the same terms as the October 2009 issuance. We received proceeds of $76.1 million from this issuance, including a $1.1 million original issue premium. The proceeds were used, in part, to repay in full short-term borrowings that were entered into to finance the Acquisition.

Acquisition of Tops Markets, LLC

        In connection with the acquisition of Tops Markets, LLC led by Morgan Stanley Private Equity ("MSPE") in December 2007, we allocated the purchase price to the fair value of assets and liabilities acquired. The most significant impact of this allocation resulted in an increased valuation of property and equipment, the recognition of intangible assets and the adjustment of capital lease obligation amounts. The revaluation of property and equipment and the recognition of intangible assets resulted in an increase in depreciation and amortization expense for Fiscal 2009 and Fiscal 2008 of $8.1 million and $7.9 million, respectively, relative to the combined Fiscal 2007 Predecessor Period and Fiscal 2007 Successor Period.

General Economic Conditions

        The United States economy and financial markets have declined and experienced volatility due to uncertainties related to energy prices, availability of credit, difficulties in the banking and financial services sectors, the decline in the housing market, falling consumer confidence and rising unemployment rates. As a result, consumers are more cautious, possibly leading to additional reductions in consumer spending, to consumers trading down to a less expensive mix of products, or to consumers trading down to discounts for grocery items, all of which may affect our financial condition and results of operations.

46

        Furthermore, because of economic conditions, we may experience reductions in traffic in our stores or limitations on the prices we can charge for our products, either of which may reduce our sales and profit margins and have a material adverse affect on our financial condition and results of operations. Other economic factors, energy costs, increased transportation costs, higher costs of labor, insurance and healthcare, and changes in other laws and regulations may increase our costs of sales and our operating, selling, general and administrative expenses, and otherwise adversely affect our financial condition and results of operations. In Fiscal 2010, Fiscal 2009 and Fiscal 2008, we experienced the effects of some of these economic factors.

Transition from Ahold

        In connection with our acquisition led by MSPE in December 2007, we entered into a Transition Services Agreement ("TSA") with an affiliate of Ahold, our former parent, to provide certain services to Tops, including services related to accounts receivable and payable, accounting and financial reporting, data processing, information technology systems, leveraged lease transactions and corporate functions. We recorded approximately $4.8 million and $33.6 million of expenses related to these services during Fiscal 2009 and Fiscal 2008, respectively. While receiving services under the TSA, we were also establishing internal departments and infrastructure to support these functions on an independent basis. As a result, during Fiscal 2009 and Fiscal 2008, we incurred costs of $3.1 million and $16.5 million, respectively, that were either duplicative or in excess of costs that would have been incurred on a standalone basis. The TSA expired in March 2009.

Results of Operations

16-Week Period Ended April 24, 2010 Compared with 16-Week Period Ended April 18, 2009

Executive Summary

        Our results of operations during the 16-week period ended April 24, 2010 when compared with the 16-week period ended April 18, 2009 were impacted primarily by our January 29, 2010 acquisition of 79 Penn Traffic stores, of which 61 stores had been retained and operated through the conclusion of the 16-week period ended April 24, 2010. Included in our results of operations during the 16-week period ended April 24, 2010 were $11.9 million of integration costs and $5.5 million of one-time legal and professional fees related to the Acquisition, as well as $2.0 million of additional depreciation and amortization associated with property, equipment and intangible assets acquired as part of the Acquisition. Net sales and operating loss for the 24 stores which have been closed, sold or liquidated as of the date of this prospectus were $33.0 million and $2.0 million, respectively, during the 16-week period ended April 24, 2010.

Net Sales

        The following table includes a comparison of the components of our net sales for the 16-week period ended April 24, 2010 and the 16-week period ended April 18, 2009.

		16-week periods ended
(Dollars in thousands)		April 24, 2010		April 18, 2009		$ Change		% Change
Inside sales		$	623,967	$	477,667	$	146,300		30.6	%
Gasoline sales			41,048		28,091		12,957		46.1	%
	Net sales	$	665,015	$	505,758	$	159,257		31.5	%

        Inside sales increased 30.6% in the 16-week period ended April 24, 2010 compared with the 16-week period ended April 18, 2009 due to net sales of $149.6 million related to the newly acquired Penn Traffic supermarkets. This was partially offset by a 0.7% decrease in same store sales, primarily

47

due to year-over-year deflation. Net sales for the 24 stores which have been closed, sold or liquidated were $33.0 million during the 16-week period ended April 24, 2010.

        Gasoline sales increased 46.1% in the 16-week period ended April 24, 2010 compared with the 16-week period ended April 18, 2009 due to a 46.6% increase in the retail price per gallon. The number of gallons sold remained relatively flat despite the addition of three new fuel stations in the third and fourth quarters of Fiscal 2009 and one new fuel station in Fiscal 2010.

Gross Profit

        The following table includes a comparison of cost of goods sold, distribution costs and gross profit for the 16-week period ended April 24, 2010 and the 16-week period ended April 18, 2009.

(Dollars in thousands)	16-week period ended April 24, 2010			% of Net Sales			16-week period ended April 18, 2009			% of Net Sales			$ Change		% Change
Cost of goods sold	$	(458,168	)		68.9	%	$	(350,316	)		69.3	%	$	107,852		30.8	%
Distribution costs		(13,088	)		2.0	%		(10,374	)		2.1	%		2,714		26.2	%
Gross profit	$	193,759			29.1	%	$	145,068			28.7	%	$	48,691		33.6	%

        As a percentage of net sales, cost of goods sold decreased for the 16-week period ended April 24, 2010 compared with the 16-week period ended April 18, 2009 as none of the acquired Penn Traffic stores sell gasoline, which generally has lower cost of goods sold rates than our other products. Distribution costs as a percentage of net sales were consistent, while the gross profit margin increase is due to the aforementioned absence of gasoline sales at the acquired Penn Traffic stores.

Operating Expenses

        The following table includes a comparison of operating expenses for the 16-week period ended April 24, 2010 and the 16-week period ended April 18, 2009.

(Dollars in thousands)		16-week period ended April 24, 2010		% of Net Sales			16-week period ended April 18, 2009		% of Net Sales			$ Change		% Change
Wages, salaries and benefits		$	94,279		14.2	%	$	68,652		13.6	%	$	25,627		37.3	%
Selling and general expenses			31,589		4.8	%		23,669		4.7	%		7,920		33.5	%
Administrative expenses			39,976		6.0	%		20,369		4.0	%		19,607		96.3	%
Rent expense			6,050		0.9	%		3,880		0.8	%		2,170		55.9	%
Depreciation and
	amortization		18,730		2.8	%		15,912		3.1	%		2,818		17.7	%
Advertising			6,017		0.9	%		3,504		0.7	%		2,513		71.7	%
Total		$	196,641		29.6	%	$	135,986		26.9	%	$	60,655		44.6	%

Wages, Salaries and Benefits

        The increase in wages, salaries and benefits for the 16-week period ended April 24, 2010 compared with the 16-week period ended April 18, 2009 was primarily attributable to the Acquisition, due to which we hired approximately 3,000 additional employees, combined with normal wage rate increases and a 10% year-over-year increase in pension and health and welfare costs. We expect this trend related to pension and health and welfare costs to continue going forward.

48

Selling and General Expenses

        As a percentage of net sales, selling and general expenses remained relatively consistent for the 16-week period ended April 24, 2010 compared with the 16-week period ended April 18, 2009.

Administrative Expenses

        The increase in administrative expenses for the 16-week period ended April 24, 2010 compared with the 16-week period ended April 18, 2009 was primarily attributable to $11.9 million of integration costs and $5.5 million of one-time legal and professional fees related to the Acquisition, and $2.4 million related to normal wage rate increases and incremental head count due to increased corporate activities resulting from the Acquisition. We expect additional integration costs of approximately $4 million to $8 million during the remainder of Fiscal 2010.

Rent Expense

        Rent expense reflects our rental expense for our supermarkets under operating lease arrangements, net of income we receive from various entities that rent space in our supermarkets under subleasing arrangements. As a percentage of net sales, rent expense remained relatively consistent for the 16-week period ended April 24, 2010 compared with the 16-week period ended April 18, 2009.

Depreciation and Amortization

        The increase in depreciation and amortization from the 16-week period ended April 24, 2010 compared with the 16-week period ended April 18, 2009 was largely attributable to $2.0 million of additional depreciation and amortization associated with property, equipment and intangible assets acquired in the Acquisition.

Advertising

        The increase in advertising expenses for the 16-week period ended April 24, 2010 compared with the 16-week period ended April 18, 2009 was primarily attributable to $1.7 million associated with the Monopoly® promotion that was run during the 16-week period ended April 24, 2010 and incremental cost of $0.3 million due to additional circulars produced under the P&C, Quality Markets and Bi-Lo banners subsequent to the Acquisition.

Gain on Bargain Purchase

        The excess of net assets acquired over the purchase price of $20.9 million has been recognized as a gain in the consolidated statement of operations for the 16-week period ended April 24, 2010. This bargain purchase gain was attributable to the distressed status of Penn Traffic due to historical operating results, which led to a November 2009 bankruptcy filing.

Loss on Debt Extinguishment

        On January 29, 2010, we entered into a $25.0 million bridge loan and an $11.0 million term loan. Associated financing costs were capitalized. As both the bridge loan and term loan were repaid in full on February 12, 2010 with the proceeds from the issuance of the additional $75.0 million of unregistered notes, unamortized costs of $0.7 and $0.3 million, respectively, were recorded as a loss on debt extinguishment in our consolidated statement of operations for the 16-week period ended April 24, 2010.

49

Interest Expense, Net

        The $5.7 million increase in interest expense during the 16-week period ended April 24, 2010 compared with the 16-week period ended April 18, 2009 reflects a $6.4 million increase in interest on our outstanding indebtedness as a result of our October 2009 and February 2010 financing activities, as well as an increase of $0.4 million attributable to deferred financing fees and bond discount amortization (net of premium amortization). These factors were partially offset by a $1.2 million decrease in interest expense related to our interest rate swap that was settled in October 2009.

Income Taxes

        The income tax benefit for the 16-week period ended April 24, 2010 of $13.3 million was primarily attributable to the reversal of $13.7 million of the valuation allowance that was established in Fiscal 2009. The reversal of the valuation allowance was the result of the recognition of a deferred tax liability that resulted from the bargain purchase gain associated with the Acquisition. The timing of taxable income resulting from the amortization of the gain for tax purposes provides sufficient future taxable income to support the future deductibility of our deferred tax assets. The overall effective rate for the 16-week period ended April 24, 2010 was (967.5)%. The effective tax rate would have been 27.2% without the impact of the valuation allowance reversal. The income tax benefit for the 16-week period ended April 18, 2009 of $0.7 million was primary attributable to the pre-tax loss and the impact of permanent tax items. The overall effective rate for the 16-week period ended April 18, 2009 was 19.7%.

Net Income (Loss)

        Our net income (loss) improved to net income of $12.0 million for the 16-week period ended April 24, 2010 compared with a net loss of $2.9 million for the 16-week period ended April 18, 2009. The change in net income (loss) was attributable to the factors discussed above.

Fiscal 2009 Compared with Fiscal 2008

Executive Summary

        Our results of operations during Fiscal 2009 when compared with Fiscal 2008 were influenced by lower selling and general expenses attributable to decreases in utility costs and legal expenses, as well as the additional week in Fiscal 2009. Net sales were primarily impacted by increased average customer order size and customer count, partially offset by lower retail gasoline prices and deflation within certain categories of inside sales.

Net Sales

        The following table includes a comparison of the components of our net sales for Fiscal 2009 and Fiscal 2008.

(Dollars in thousands)		Fiscal 2009 (53 weeks)		Fiscal 2008 (52 weeks)		$ Change			% Change
Inside sales		$	1,579,448	$	1,542,054	$	37,394			2.4	%
Gasoline sales			116,160		158,178		(42,018	)		(26.6	)%
	Net sales	$	1,695,608	$	1,700,232	$	(4,624	)		(0.3	)%

        The increase in inside sales is primarily due to $29.8 million of net sales attributable to the additional week in Fiscal 2009. Adjusted to reflect a 52-week period in Fiscal 2009, inside sales increased approximately $7.6 million, or 0.5%, due to a 0.4% increase in average customer order size and a 0.1% increase in our average customer count. The increase in average order size was despite deflationary prices in certain categories.

50

        Gasoline sales decreased 26.6% from Fiscal 2008 to Fiscal 2009 due to a 29.9% decrease in the retail price per gallon. This decrease was partially offset by a 4.8% increase in the number of gallons sold. This was primarily due to the addition of three new fuel stations in Fiscal 2009, which represented 2.1% of total gallons sold, a full-year of operation for two fuel stations added in Fiscal 2008, for which the incremental gallons represented 1.6% of total gallons sold, and the additional week of gasoline sales in Fiscal 2009, which accounted for 1.9% of total gallons sold.

Gross Profit

        The following table includes a comparison of cost of goods sold, distribution costs and gross profit for Fiscal 2009 and Fiscal 2008.

(Dollars in thousands)		Fiscal 2009 (53 weeks)			% of Net Sales			Fiscal 2008 (52 weeks)			% of Net Sales			$ Change			% Change
Cost of goods sold		$	(1,185,344	)		69.9	%	$	(1,195,850	)		70.3	%	$	(10,506	)		(0.9	)%
Distribution costs			(33,852	)		2.0	%		(32,882	)		1.9	%		970			2.9	%
	Gross profit	$	476,412			28.1	%	$	471,500			27.7	%	$	4,912			1.0	%

        Cost of goods sold declined as a result of a $37.7 million, or 25.9%, decrease in the cost of gasoline and a $6.7 million decrease in non-cash last-in, first-out ("LIFO") inventory valuation adjustments from $6.9 million in Fiscal 2008 to $0.2 million in Fiscal 2009, partially offset by the impact of incremental inside sales.

        Distribution costs as a percentage of net sales were consistent between Fiscal 2009 and Fiscal 2008.

        The increase in gross profit was primarily the result of the $6.7 million decrease in LIFO adjustments.

Operating Expenses

        The following table includes a comparison of operating expenses for Fiscal 2009 and Fiscal 2008.

(Dollars in thousands)	Fiscal 2009 (53 weeks)		% of Net Sales			Fiscal 2008 (52 weeks)		% of Net Sales			$ Change			% Change
Wages, salaries and benefits	$	224,958		13.3	%	$	223,014		13.1	%	$	1,944			0.9	%
Selling and general expenses		73,474		4.3	%		81,587		4.8	%		(8,113	)		(9.9	)%
Administrative expenses		65,013		3.8	%		63,575		3.7	%		1,438			2.3	%
Rent expense		13,219		0.8	%		13,114		0.8	%		105			0.8	%
Depreciation and amortization		52,727		3.1	%		50,732		3.0	%		1,995			3.9	%
Advertising		12,531		0.8	%		10,699		0.6	%		1,832			17.1	%
Total	$	441,922		26.1	%	$	442,721		26.0	%	$	(799	)		(0.2	)%

Wages, Salaries and Benefits

        The increase in wages, salaries and benefits was primarily attributable to a $5.0 million increase in wages related to negotiated union labor rates and the additional week in Fiscal 2009, combined with a $3.2 million increase in health and welfare benefits due to rising healthcare costs and the 53^rd week of Fiscal 2009. These factors were partially offset by a $6.3 million decrease in vacation expense due to a change in the vacation policy for union store employees. We expect a remaining benefit of approximately $2 million to $4 million related to this vacation policy change during Fiscal 2010.

51

Selling and General Expenses

        The decrease in selling and general expenses was primarily attributable to a $5.4 million decrease in utility costs due to lower commodity prices and increased conservation efforts in our stores, a $4.2 million decrease in legal fees, largely associated with a potential acquisition that was not consummated in Fiscal 2008, a $2.6 million decrease in general liability and workers' compensation insurance expense and a $0.9 million decrease in supplies expense. These factors were partially offset by a $1.2 million decrease in gift card breakage income, as $1.3 million of initial income was recognized in Fiscal 2008 upon the establishment of a new gift card company, $1.1 million of Penn Traffic acquisition costs, a $0.8 million decrease in cardboard income due to declining prices during Fiscal 2009, a $0.6 million increase in software maintenance contract expense and a combined increase of $1.4 million related to real estate taxes, store equipment and debit card fees due to the additional week of expenses in Fiscal 2009.

Administrative Expenses

        The increase in administrative expenses from Fiscal 2008 to Fiscal 2009 was primarily attributable to a $6.1 million increase in depreciation expense and a $1.5 million increase in software maintenance due to our establishment of a stand alone IT infrastructure, $1.8 million of expense related to a modification of the terms of outstanding stock option grants during Fiscal 2009, a $2.1 million legal settlement gain recognized in Fiscal 2008 and an overall increase of $1.1 million attributable to the additional week in Fiscal 2009. These increases were largely offset by the reduction of duplicative or excess costs associated with the TSA of $8.1 million, a $2.0 million reduction of normal bonus expense, as well as a $1.5 million decrease in vacation expense due to a change in the vacation policy for non-union corporate employees.

Rent Expense

        As a percentage of net sales, rent expense remained relatively consistent for Fiscal 2009 compared with Fiscal 2008.

Depreciation and Amortization

        The increase in depreciation and amortization was due to incremental depreciation related to Fiscal 2008 and Fiscal 2009 capital expenditures, as well as the additional week of depreciation and amortization expense in Fiscal 2009.

Advertising

        The increase in advertising expenses was primarily attributable to an expanded sponsorship with the Buffalo Bills National Football League franchise for the 2009-2010 season of $0.7 million, an increased investment in radio advertising of $0.5 million and $0.5 million related to enhanced circulars during Fiscal 2009. In addition, we have increased the reach of our advertising efforts to include more local newspapers and magazines.

Loss on Debt Extinguishment

        In connection with prepayments of $20.0 million related to our previous first lien credit agreement during Fiscal 2009, $0.8 million of additional debt was forgiven. This amount, net of the write-off of $0.3 of unamortized deferred financing fees, was recorded as a gain on debt extinguishment. Effective October 9, 2009, we issued $275.0 million of unregistered notes and simultaneously entered into the $70.0 million revolving ABL Facility. The proceeds from such unregistered notes and the ABL Facility were used, in part, to retire the outstanding balances related to our previous first lien credit agreement and warehouse mortgage. In connection with these retirements, we wrote off unamortized deferred

52

financing fees and incurred additional costs totaling $7.3 million, which were recorded as a loss on debt extinguishment.

        During Fiscal 2008, we recorded a $2.2 million loss on debt extinguishment related to the write-off of unamortized deferred financing costs associated with our previous second lien credit agreement, which was repaid in full.

Interest Expense, Net

        The increase in interest expense from $43.7 million in Fiscal 2008 to $48.0 million in Fiscal 2009 reflects the impact of the October 2009 refinancing activities, including an increase of $4.2 million related to the amortization of the increase in the fair value of the Company's interest rate swap that was previously recognized in Accumulated Other Comprehensive Income ("AOCI") on our balance sheet. This increase largely resulted from the acceleration of amortization upon the settlement of the interest rate swap in October 2009.

Income Taxes

        The change from the income tax benefit of $6.3 million in Fiscal 2008 to the income tax expense of $5.4 million in Fiscal 2009 is primarily attributable to the $13.9 million valuation allowance established in Fiscal 2009 related to our deferred tax assets. The resulting effective tax rate for Fiscal 2009 was (26.5)% compared to an effective tax rate for Fiscal 2008 of 36.8%.

        Deferred income tax assets or liabilities reflect temporary differences between amounts of assets and liabilities, including net operating loss, or "NOL," carryforwards, for financial and tax reporting. Such amounts are adjusted as appropriate to reflect changes in the tax rates expected to be in effect when the temporary differences reverse. A valuation allowance is established for any deferred income tax asset for which realization is uncertain.

        We consider all available positive and negative evidence, including future reversals of existing temporary differences, projected future taxable income and recent financial operations, to determine whether, based on the weight of that evidence, a valuation allowance is needed for some portion or all of a net deferred income tax asset. Judgment is used in considering the relative impact of negative and positive evidence. In arriving at these judgments, the weight given to the potential effect of negative and positive evidence is commensurate with the extent to which such evidence can be objectively verified. In evaluating the objective evidence provided by historical results, we considered the past three years.

        Based on an assessment of the available positive and negative evidence, including our historical results, we determined that there are uncertainties relative to our ability to utilize the net deferred tax assets. In recognition of these uncertainties, we have provided a valuation allowance of $13.9 million on the net deferred income tax assets as of January 2, 2010, representing a charge to income tax expense during Fiscal 2009. If we were to determine that we could realize our deferred tax assets in the future in excess of their net recorded amount, we would make an adjustment to the valuation allowance.

Net Loss

        Our net loss increased $14.9 million, or 138.5%, from Fiscal 2008 to Fiscal 2009. The increase in net loss is attributable to the factors discussed above.

53

Fiscal 2008 Compared with the Fiscal 2007 Successor Period and the Fiscal 2007 Predecessor Period

Executive Summary

        Our results of operations during Fiscal 2008 when compared with the combined Fiscal 2007 Successor Period and Fiscal 2007 Predecessor Period reflects an increase in gross profit attributable to incremental net sales, while successfully reducing our distribution costs. Additionally, we experienced a reduction in overall operating expenses, largely due to one-time losses totaling $19.5 million recorded in selling and general expenses during the Fiscal 2007 Predecessor Period. These factors were partially offset by an increase in depreciation and amortization related to acquisition accounting in connection with our acquisition led by MSPE.

Net Sales

        The following table includes the components of our net sales for Fiscal 2008, the Fiscal 2007 Successor Period and the Fiscal 2007 Predecessor Period.

		Tops Holding Corporation				Tops Markets, LLC
(Dollars in thousands)		Fiscal 2008 (52 weeks)		Fiscal 2007 Successor Period (4 weeks)		Fiscal 2007 Predecessor Period (48 weeks)
Inside sales		$	1,542,054	$	126,079	$	1,406,794
Gasoline sales			158,178		10,732		119,966
	Net sales	$	1,700,232	$	136,811	$	1,526,760

        Inside sales increased approximately $9.2 million in Fiscal 2008 from the combined inside sales for the Fiscal 2007 Successor Period and Fiscal 2007 Predecessor Period due to a 2.0% increase in average customer order size, partially offset by a 0.9% decrease in our average customer count. We believe that customer count was negatively impacted, and customer order size was positively impacted, by higher gasoline prices which influenced customers to drive to our stores less frequently.

        Gasoline sales increased 21.0% in Fiscal 2008 from the combined gasoline sales for the Fiscal 2007 Successor Period and the Fiscal 2007 Predecessor Period due to a 19.4% increase in the retail price per gallon, partially offset by a 3.7% decrease in the number of gallons sold at existing fuel stations. In addition, two new fuel stations were added in April and June 2008, which represented 5.0% of total gallons sold in Fiscal 2008.

Gross Profit

        The following table includes a comparison of cost of goods sold, distribution costs and gross profit for Fiscal 2008, the Fiscal 2007 Successor Period and the Fiscal 2007 Predecessor Period.

		Tops Holding Corporation												Tops Markets, LLC
(Dollars in thousands)		Fiscal 2008 (52 weeks)			% of Net Sales			Fiscal 2007 Successor Period (4 weeks)			% of Net Sales			Fiscal 2007 Predecessor Period (48 weeks)			% of Net Sales
Cost of goods sold		$	(1,195,850	)		70.3	%	$	(96,650	)		70.6	%	$	(1,066,773	)		69.9	%
Distribution costs			(32,882	)		1.9	%		(2,732	)		2.0	%		(36,194	)		2.4	%
	Gross profit	$	471,500			27.7	%	$	37,429			27.4	%	$	423,793			27.8	%

        Cost of goods sold increased as a result of the increase in incremental inside sales, a $19.7 million, or 15.6%, increase in the cost of gasoline and a $3.5 million increase in LIFO adjustments in Fiscal 2008 compared with the combined Fiscal 2007 Successor Period and Fiscal 2007 Predecessor Period.

54

Due to these factors, our cost of goods sold as a percentage of net sales increased to 70.3% in Fiscal 2008 compared with 70.0% in the combined Fiscal 2007 Successor Period and Fiscal 2007 Predecessor Period.

        The decrease in distribution costs of $6.0 million in Fiscal 2008 compared with the combined Fiscal 2007 Successor Period and Fiscal 2007 Predecessor Period is due to a $7.8 million decrease related to a reduction in our per case delivery charge rate, partially offset by a $1.1 million increase in warehouse utilities, repairs and maintenance and other miscellaneous expenses.

        The increase in gross profit to $471.5 million in Fiscal 2008 from the $461.2 million in the combined Fiscal 2007 Successor Period and Fiscal 2007 Predecessor Period is the result of the incremental inside sales, increased gasoline gross profit dollars and decreased distribution costs, partially offset by the increase in LIFO adjustment expense.

Operating Expenses

        The following table includes a comparison of operating expenses for Fiscal 2008, the Fiscal 2007 Successor Period and the Fiscal 2007 Predecessor Period.

		Tops Holding Corporation										Tops Markets, LLC
(Dollars in thousands)		Fiscal 2008 (52 weeks)		% of Net Sales			Fiscal 2007 Successor Period (4 weeks)		% of Net Sales			Fiscal 2007 Predecessor Period (48 weeks)		% of Net Sales
Wages, salaries and benefits		$	223,014		13.1	%	$	17,561		12.8	%	$	210,266		13.8	%
Selling and general expenses			81,587		4.8	%		5,560		4.1	%		97,578		6.4	%
Administrative expenses			63,575		3.7	%		4,487		3.3	%		62,339		4.1	%
Rent expense			13,114		0.8	%		1,080		0.8	%		12,084		0.8	%
Depreciation and amortization			50,732		3.0	%		3,257		2.4	%		38,323		2.5	%
Advertising			10,699		0.6	%		698		0.5	%		10,015		0.6	%
	Total	$	442,721		26.0	%	$	32,643		23.9	%	$	430,605		28.2	%

Wages, Salaries and Benefits

        The $4.8 million decrease in Fiscal 2008 wages, salaries and benefits compared with the combined Fiscal 2007 Successor Period and Fiscal 2007 Predecessor Period is primarily due to a $4.9 million decrease in workers' compensation expense as a result of the more effective management of our self-insurance programs subsequent to our acquisition led by MSPE. In addition, we experienced a one-time $2.3 million vacation expense charge in the Fiscal 2007 Successor Period resulting from a change in the vacation accrual calculation methodology that was used by Ahold. These factors were offset by a $4.1 million increase in compensation expense related to hourly store level employees due to normal wage increases, partially offset by an increase in labor efficiency.

Selling and General Expenses

        The decrease in selling and general expenses in Fiscal 2008 of $21.6 million compared with the combined Fiscal 2007 Successor Period and Fiscal 2007 Predecessor Period is primarily attributable to a $16.0 million loss recognized on the purchase of our warehouse and a $3.5 million lease termination charge associated with the closing of a store location, both of which occurred during the Fiscal 2007 Predecessor Period.

55

Administrative Expenses

        The decrease in administrative expenses in Fiscal 2008 of $3.3 million compared with the combined Fiscal 2007 Successor Period and Fiscal 2007 Predecessor Period is due to the allocation of $1.9 million of Ahold head office expenses and $2.3 million of trademark royalty fees during the Fiscal 2007 Predecessor Period, both of which ceased upon our acquisition led by MSPE. These factors were partially offset by a $1.0 million annual management fee payable to certain shareholders that commenced in Fiscal 2008.

Rent Expense

        Rent expense was relatively flat as a percentage of net sales as the number of stores under operating lease arrangements was the same in each period presented.

Depreciation and Amortization

        The $9.2 million increase in Fiscal 2008 depreciation and amortization compared with the combined Fiscal 2007 Successor Period and Fiscal 2007 Predecessor Period is primarily due to an increased depreciable asset base as a result of acquisition accounting adjustments made in connection with our acquisition led by MSPE.

Advertising

        Advertising expenses remained relatively unchanged as a percentage of net sales for all periods presented as Ahold maintained control over all advertising functions through the end of Fiscal 2008 in conjunction with the TSA.

Loss on Debt Extinguishment

        During Fiscal 2008, we repaid the outstanding balance under our previous second lien credit agreement. As a result of this repayment, we wrote off related unamortized deferred financing costs of $2.2 million, which were recorded as a loss on debt extinguishment. There were no corresponding charges in either the Fiscal 2007 Successor Period or the Fiscal 2007 Predecessor Period.

Interest Expense, Net

        During Fiscal 2008, we incurred $43.7 million in net interest expense, a decrease of $7.1 million, or 13.9%, when compared with net interest expense of $50.8 million during the combined Fiscal 2007 Successor Period and Fiscal 2007 Predecessor Period. This was a result of the elimination of interest expense related to intercompany debt with Ahold that was extinguished effective December 1, 2007, partially offset by an increase in interest expense related to long-term debt borrowings in connection with our acquisition by MSPE and increased interest expense on capital leases as a result of acquisition accounting adjustments.

Income Taxes

        The income tax benefit of $6.3 million for Fiscal 2008 and the income tax expense of $1.0 million for the Fiscal 2007 Successor Period were derived using an estimated effective annual income tax rate of 39.6%, prior to the adjustment for discrete items related to ASC 740 interest and penalties. There were tax adjustments of $0.4 million in Fiscal 2008 which reduced the income tax benefit. The income tax benefit for the Fiscal 2007 Successor Predecessor, which was allocated to us by Ahold, resulted in an overall effective tax rate of 40.7%.

56

Net Loss

        Our net loss decreased $40.2 million, or 78.7%, in Fiscal 2008 compared with the combined Fiscal 2007 Successor Period and Fiscal 2007 Predecessor Period due to the factors discussed above.

Liquidity and Capital Resources

        On October 9, 2009, we issued $275.0 million of unregistered notes, bearing annual interest of 10.125%. We received proceeds from the unregistered notes issuance, net of a $4.5 million original issue discount, of $270.5 million. The unregistered notes mature October 15, 2015 and require semi-annual interest payments beginning April 15, 2010. The unregistered notes are collateralized by (i) first-priority interests, subject to certain exceptions, in our warehouse distribution facility in Lancaster, New York, certain owned real property acquired by us following the issue date of the unregistered notes, intellectual property, equipment, stock of subsidiaries and substantially all of our other assets (other than leasehold interests in real property), other than assets securing the ABL Facility on a first priority basis (collectively, the "Notes Priority Collateral"), and (ii) second-priority interests, subject to certain exceptions and permitted liens, in our assets that secure the ABL Facility on a first-priority basis, including present and future receivables, inventory, prescription lists, deposit accounts and certain related rights and proceeds relating thereto (collectively, the "ABL Priority Collateral").

        Also effective October 9, 2009, we entered into the ABL Facility that expires on October 9, 2013. The ABL Facility allowed a maximum borrowing capacity of $70.0 million, including a sub-limit for the issuance of letters of credit, subject to a borrowing base calculation. Our ABL Facility was amended on January 29, 2010 to increase the maximum borrowing capacity to $100.0 million. As of April 24, 2010, the unused commitment under the ABL facility was $88.3 million, after giving effect to $11.7 million of letters of credit outstanding thereunder. Revolving loans under the ABL Facility will, at our option, bear interest at either i) LIBOR plus a margin of 350 to 400 basis points, determined based on levels of borrowing availability, or ii) the prime rate plus a margin of 250 to 300 basis points, determined based on levels of borrowing availability. The ABL Facility is collateralized primarily by (i) first-priority interests, subject to certain exceptions, in the ABL Priority Collateral and (ii) second-priority interests, subject to certain exceptions, in the Notes Priority Collateral.

        On January 29, 2010, we completed the acquisition of substantially all assets and certain liabilities of Penn Traffic and its subsidiaries, including Penn Traffic's 79 retail supermarkets. In addition to cash consideration of $85.0 million paid to Penn Traffic, the Company recorded $11.9 million of integration costs during the 16-week period ended April 24, 2010, as well as $5.5 million and $1.1 million of transaction costs during the 16-week period ended April 24, 2010 and Fiscal 2009, respectively. $15.1 million of these combined expenses were paid during the 16-week period ended April 24, 2010. As of the date of this prospectus, the Company has sold certain of the acquired assets for $21.3 million, of which $14.6 million was received during the 16-week period ended April 24, 2010.

        On February 12, 2010, we issued an additional $75.0 million of unregistered notes on the same terms as the October 2009 issuance. We received proceeds of $76.1 million from the additional unregistered notes issuance, including a $1.1 million original issue premium. The proceeds were used, in part, to repay in full short-term borrowings that were entered into in order to finance the Acquisition. We incurred $3.7 million of financing costs, primarily related to the additional unregistered notes issuance, which were capitalized in other assets in our consolidated balance sheet during Fiscal 2010.

        The unregistered notes and ABL Facility contain customary affirmative and negative covenants, including restrictions on indebtedness, liens, type of business, acquisitions, investments, sale or transfer of assets, payment of dividends, transactions involving affiliates, change in control and other matters customarily restricted in such agreements. Failure to meet any of these covenants would be an event of default. As of April 24, 2010, we were in compliance with all such covenants.

57

        Our primary sources of cash are cash flows generated from our operations and borrowings under our ABL Facility. We believe that these sources will be sufficient to meet working capital requirements, anticipated capital expenditures and scheduled debt payments for at least the next twelve months. Our ability to satisfy debt service obligations, to fund planned capital expenditures and to make acquisitions will depend upon our future operating performance, which will be affected by prevailing economic conditions in the grocery industry and financial, business, and other factors, some of which are beyond our control.

Cash Flows Information

        The following is a summary of cash provided by or used in each of the indicated types of activities:

		Tops Holding Corporation												Tops Markets, LLC
(Dollars in thousands)		16-week period ended April 24, 2010			16-week period ended April 18, 2009			Fiscal 2009 (53 weeks)			Fiscal 2008 (52 weeks)			Fiscal 2007 Successor Period (4 weeks)			Fiscal 2007 Predecessor Period (48 weeks)
Cash provided by (used in):
	Operating activities	$	(3,586	)	$	4,069		$	66,813		$	81,067		$	24,572		$	21,677
	Investing activities		(78,883	)		(10,392	)		(36,693	)		(56,237	)		(298,172	)		(6,988	)
	Financing activities		84,883			(6,270	)		(40,717	)		(28,437	)		307,526			(30,141	)

        Cash provided by (used in) operating activities for the 16-week period ended April 24, 2010 decreased $7.7 million compared with the 16-week period ended April 18, 2009 due to $15.1 million of integration costs and one-time legal and professional fee cash expenditures related to the Acquisition. These items were partially offset by a $8.1 million improvement in the use of cash related to changes in operating assets and liabilities during the 16-week period ended April 24, 2010 due to the more effective management of working capital, despite incremental working capital investment requirements related to the acquired Penn Traffic stores.

        Cash provided by operating activities decreased $14.3 million, or 17.6%, in Fiscal 2009 compared with Fiscal 2008. This change reflects a $20.6 million decrease in working capital during Fiscal 2008 as a result of the structure of the purchase agreement for Tops Markets, LLC between MSPE and Ahold. Pursuant to the purchase agreement, this planned cash benefit was paid to Ahold as post-closing purchase consideration and was included in our cash used in investing activities during Fiscal 2008. The partially offsetting increase is due to improved cash results from operations, net of an increase in working capital items, during Fiscal 2009.

        Cash provided by operating activities increased $34.8 million, or 75.3%, in Fiscal 2008 compared with the combined Fiscal 2007 Successor Period and Fiscal 2007 Predecessor Period. $20.6 million of this increase was the result of the structure of the aforementioned purchase agreement for Tops Markets, LLC between MSPE and Ahold. The remaining $14.2 million increase was the result of improvements in working capital driven primarily by our focus on reducing excess inventory and improving inventory turnover.

        Cash used in investing activities for the 16-week period ended April 24, 2010 increased $68.5 million compared with the 16-week period ended April 18, 2009, primarily due to cash consideration paid as part of the Acquisition, net of proceeds from the subsequent divestiture of certain acquired assets. Cash paid for property and equipment totaled $8.8 million and $9.7 million during the 16-week periods ended April 24, 2010 and April 18, 2009, respectively. We expect to invest approximately $50 million in capital expenditures during the next twelve months.

        Cash used in investing activities decreased $19.5 million in Fiscal 2009 compared with Fiscal 2008 due to the remaining purchase consideration for Tops Markets, LLC paid to Ahold during Fiscal 2008 and a decrease in capital expenditures, partially offset by the interest rate swap settlement payment of

58

$5.6 million, and interest rate swap interest paid of $3.1 million, during Fiscal 2009. Capital expenditures were $28.1 million and $35.3 million for Fiscal 2009 and Fiscal 2008, respectively.

        Cash used in investing activities for Fiscal 2008 was $248.9 million lower than the amount used in the combined Fiscal 2007 Successor Period and Fiscal 2007 Predecessor Period due to the acquisition of Tops Markets, LLC in December 2007, which resulted in net consideration paid of $298.0 million in the Fiscal 2007 Successor Period and $20.6 million in Fiscal 2008, partially offset by increased capital expenditures. Capital expenditures were $35.3 million and $7.4 million for Fiscal 2008 and the combined Fiscal 2007 Successor Period and Fiscal 2007 Predecessor Period, respectively.

        Cash provided by financing activities for the 16-week period ended April 24, 2010 increased $91.2 million compared with the 16-week period ended April 18, 2009 as a result of the issuance of an additional $75.0 million of unregistered notes and proceeds of $30.0 million from the issuance of additional common stock shares, partially offset by net repayments related to the ABL Facility, term loan and interim facility during the 16-week period ended April 24, 2010.

        Cash used in financing activities increased $12.3 million in Fiscal 2009 compared with Fiscal 2008 as a result of a $105.0 million dividend paid in Fiscal 2009 and a $7.1 million increase in deferred financing fees incurred, offset by net proceeds from long-term debt borrowings of $69.5 million in Fiscal 2009 compared to net repayments of long-term borrowings of $13.6 million in Fiscal 2008, as well as net ABL borrowings of $14.0 million during Fiscal 2009.

        Cash provided by financing activities decreased $305.8 million during Fiscal 2008 compared with the combined Fiscal 2007 Successor Period and Fiscal 2007 Predecessor Period as a result of the proceeds received from long-term borrowings and the issuance of common stock of $214.7 million and $100.0 million, respectively, during the Fiscal 2007 Predecessor Period, partially offset by net repayments of long-term borrowings in Fiscal 2008.

Contractual Obligations

        The following table sets forth a summary of our significant contractual obligations as of April 24, 2010:

		Payments due by period
(Dollars in thousands)		Remainder of 2010		2011		2012		2013		2014		Thereafter		Total
Long-term debt:
	Unregistered notes(1)	$	—	$	—	$	—	$	—	$	—	$	350,000	$	350,000
	Other long-term debt		254		404		434		2,295		280		165		3,832
Interest(2)			37,402		52,770		50,861		48,832		46,797		73,332		309,994
Operating leases(3)			17,425		23,105		20,941		17,255		11,610		30,471		120,807
Capital leases(3)			6,061		10,199		11,917		12,589		12,396		132,274		185,436
Purchase obligation(4)			90,986		50,326		17,702		2,864		—		—		161,878
Other liabilities(5)			35,148		23,044		797		774		744		2,987		63,494
Total		$	187,276	$	159,848	$	102,652	$	84,609	$	71,827	$	589,229	$	1,195,441

(1)

No principal amounts are due on the unregistered notes until October 15, 2015. Assumes aggregate principal amount of $350.0 million of unregistered notes is outstanding until maturity.

(2)

Amount primarily includes contractual interest payments related to the unregistered notes, capital leases and other long-term debt.

(3)

Some of our lease agreements provide us with an option to renew. We have not included renewal options in our future minimum lease amounts for renewals that are not reasonably assured. Our

59

future operating lease obligations will change if we exercise these renewal options and if we enter into additional operating or capital lease agreements.

(4)

In addition to the purchase obligations reflected in the table above, we enter into supply contracts to purchase products for resale in the ordinary course of business. This category of contracts covers a broad spectrum of products and sometimes includes specific merchandising obligations relative to those products. These supply contracts typically include either a volume commitment or a fixed expiration date, pricing terms based on the vendor's published list price, termination provisions and other standard contractual considerations. Our obligation related to these contracts is typically limited to return of unearned allowances, and therefore, no amounts have been included above. Purchase obligations above relate to the outsourcing of a major portion of our distribution and information system functions through long-term agreements, as noted below:

•

In May 2008, we entered into an outsourcing agreement with EDS to provide a wide range of information system services. Under the agreement, EDS provides data center operations, mainframe processing, business applications and systems development to enhance our customer service and efficiency. The charges under this agreement are based upon the services requested at predetermined rates. The agreement expires in February 2013. We may terminate this agreement with a payment of a specified termination charge.

•

In February 2008, we entered into a three-year supply contract with McKesson for the supply of substantially all prescription drugs and other health and beauty care products requirements. We are required to purchase a minimum of $360.0 million of product during the contract term.

(5)

Other liabilities include health and welfare benefits and multiemployer pension plan contributions under collective bargaining agreements, as well as other pension and post-retirement benefits.

        We have excluded our liability for uncertain tax positions from the preceding table, due to uncertainty as to the timing and amount of future payments. Such amounts represented a liability of $0.4 million as of April 24, 2010, giving effect to the adoption of new accounting guidance on December 1, 2007.

Multiemployer Pension Plans

        We contribute to the United Food and Commercial Workers District Union Local One (the "UFCW" or "Local One") Plan, a defined benefit multiemployer pension plan, under our collective bargaining agreements with the UFCW. This plan generally provides retirement benefits to participants based on their service to contributing employers. During the 16-week period ended April 24, 2010 and Fiscal 2009, we made contributions of approximately $2.4 million and $5.7 million, respectively, to the UFCW Plan.

        Our current collective bargaining agreements began in the first half of 2008 and will be in effect until the first half of 2011. In an effort to help improve the funded status of the UFCW Plan, and to comply with certain regulatory requirements governing the funded status of the multiemployer pension plans, the existing collective bargaining agreements stipulate that contributing employers must increase their annual pension contributions by 10 percent in calendar years 2009, 2010 and 2011. Barring our withdrawal from the pension plan, no additional pension contribution increases are required by the current collective bargaining agreements during their term. In addition, due to the completion of the Acquisition, we have an obligation to contribute to the UFCW Plan with respect to the Penn Traffic stores located in the UFCW's jurisdiction through at least April 2011, to the extent these stores remain open and are not sold. We are also contingently liable for the withdrawal liability in the event that we withdraw from the UFCW Plan. In accordance with applicable accounting rules, this contingent withdrawal liability is not includable in our consolidated financial statements.

60

        In addition, at the time our supply arrangement was entered into with C&S, certain of our warehouse personnel became employees of C&S, with C&S assuming our obligations under several multiemployer pension plans. Although we are not a sponsoring employer of, and make no contribution payments to any of these other multiemployer pension plans, we have certain contractual indemnification obligations for withdrawal liability that may arise in the event of C&S's withdrawal from such plans. Since we are not a contributing employer to these multiemployer pension plans, we do not receive ongoing estimates of C&S's withdrawal liability from the plan administrators of such plans.

Off-Balance Sheet Arrangements

        Other than the operating leases and multi-employer pension liabilities discussed above, we are not a party to any off-balance sheet arrangements that have, or are reasonably likely to have, a current or future material effect on our financial condition, net sales, expenses, results of operations, liquidity, capital expenditures or capital resources.

Inflation

        Our product cost inflation could vary from our estimates due to general economic conditions, weather, availability of raw materials and ingredients in the products that we sell and their packaging, and other factors beyond our control.

Critical Accounting Policies

        Our financial statements are prepared in accordance with GAAP, which requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenues and expenses during the reported periods. We have provided a description of all of our significant accounting policies in Note 1 to the Holding audited consolidated financial statements included elsewhere in this prospectus. We believe that of these significant accounting policies, the following may involve a higher degree of judgment or complexity.

Vendor Allowances

        We receive allowances from many of the vendors whose products we stock in our supermarkets. Allowances are received for a variety of merchandising activities, which consist of the inclusion of vendor products in our advertising, placement of vendor products in prominent locations in our supermarkets, introduction of new products, slotting fees, exclusivity rights in certain categories of products and temporary price reductions offered to customers on products held for sale. We also receive vendor allowances associated with buying activities such as volume purchase rebates and rebates for purchases made during specific periods.

        We record a receivable for vendor allowances for which we have fulfilled our contractual commitments but have not received payment from the vendor. When payment for vendor allowances is received prior to fulfillment of contractual terms or before the programs necessary to earn such allowances are initiated, we record such amounts as deferred income or vendor allowances received in advance, respectively, which are classified within accrued expenses and other current liabilities and other long-term liabilities in the consolidated balance sheets. Once all contractual commitments have been met, we record vendor allowances as a reduction of the cost of inventory. Due to system constraints and the nature of certain allowances, it is sometimes not practicable to apply allowances to the item cost of inventory. In those instances, the allowances are applied as a reduction of merchandise costs using a rational and systematic methodology, which results in the recognition of these incentives when the inventory related to the vendor consideration received is sold based on an inventory turns calculation. Accordingly, when the inventory is sold, the vendor allowances are recognized as a

61

reduction of the cost of goods sold. The amount and timing of recognition of vendor allowances, as well as the amount of vendor allowances remaining as deferred income or vendor allowances received in advance, requires management judgment and estimates. Management determines these amounts based on estimates of current year purchase volume using forecasted and historical data and review of average inventory turnover. These judgments and estimates impact our reported operating earnings and accrued deferred income.

Inventory Valuation

        We value inventories at the lower of cost or market using the last-in, first-out ("LIFO") method. Our inventory balances consist primarily of finished goods. Inventory costs include the purchase price of the product and freight charges to deliver the product and are net of certain cash or non-cash consideration received from vendors.

        Cost is determined using the retail method. Under the retail method, the valuation of inventories, and the resulting gross margins, is determined by applying a cost-to-retail ratio for various groupings of similar items to the retail value of inventories. Inherent in the retail inventory method calculations are certain management judgments and estimates which could impact the ending inventory valuation at cost, as well as the resulting gross margins. Our cost to retail ratios contain uncertainties as the calculation requires management to make assumptions and apply judgment regarding inventory mix, inventory spoilage and shrink. Because of the significance of the judgments and estimation processes, it is likely that materially different amounts could be recorded if we used different assumptions or if the underlying circumstances were to change.

        Physical inventory counts are taken on a cycle basis. We record an estimated inventory shrinkage reserve for the period between each store's last physical inventory and the consolidated balance sheet date.

Impairment of Tradename

        In accordance with the provisions of ASC 350, "Intangibles-Goodwill and Other" ("ASC 350"), we do not amortize the Tops tradename, which is deemed to have an indefinite useful life.

        The Tops tradename is tested for impairment whenever events or circumstances make it more likely than not that an impairment may have occurred, or at least annually, in accordance with ASC 350. We have identified December 1 as the impairment test date for the Tops tradename. Our impairment review is based on a relief from royalty method that requires significant judgment with respect to future volume, revenue and expense growth rates, and the selection of the appropriate discounts and royalty rates.

        Our management uses estimates based on expected trends in making these assumptions. An impairment loss, if necessary, is recorded for the difference between the carrying value and the net present value of estimated cash flows, which represents the estimated fair value of the asset. We did not recognize any losses during the 16-week period ended April 24, 2010, Fiscal 2009, Fiscal 2008, the Fiscal 2007 Successor Period or the Fiscal 2007 Predecessor Period. In connection with our December 1, 2009 Tops tradename impairment review, the fair value of the tradename was approximately 20% greater than the carrying amount of tradename.

Impairment of Long-lived Assets

        It is our policy to review our long-lived assets for possible impairment whenever events or circumstances indicate that the carrying amount of an asset may not be recoverable. Factors we consider important, and which could trigger an impairment review, include the following:

•

significant under-performance of a store in relation to expectations;

62

•

significant negative industry or economic trends; and

•

significant change or planned changes in our use of the assets.

        We determine whether the carrying value of our long-lived assets, including property and equipment, and finite-lived intangible assets may not be recoverable based upon the existence of one or more of the foregoing or other indicators of impairment. We determine if impairment exists relating to long-lived assets by comparing future undiscounted cash flows to the asset's carrying value. If the carrying value is greater than the undiscounted cash flows, we measure the impairment as the amount by which the carrying value of the assets exceeds the fair value of the assets. The projected cash flows for each asset group considers multiple factors including store sales over its remaining lease term, including sales trends, labor rates, commodity costs and other operating cost assumptions. Because of the significance of long-lived assets and finite-lived intangible assets and the judgments and estimates that go into the fair value analysis, we believe that our policies regarding impairment are critical.

Acquisition Accounting

        We account for business combinations under the acquisition method of accounting in accordance with ASC 805, "Business Combinations" ("ASC 805"). As required by ASC 805, assets acquired and liabilities assumed in a business combination are recorded at their respective fair values as of the business combination date. The most difficult estimations of individual fair values are those involving long-lived assets, such as property and equipment and intangible assets. We use available information to make these fair value determinations and, when necessary, engage an independent valuation specialist to assist in the fair value determination of the acquired long-lived assets.

        Due to the size and timing of the acquisition of Penn Traffic, the preliminary allocation of the purchase price is based upon management's best estimates of fair value as of the date of this prospectus and is subject to adjustments. The valuations will be finalized within 12 months of the closing of the Acquisition. As the valuations are finalized, any changes to the preliminary valuation of assets acquired and liabilities assumed may result in material adjustments to the fair value of property and equipment, inventory and identifiable intangible assets acquired, and will be adjusted retrospectively.

Leases

        We lease buildings and equipment under operating and capital lease arrangements. In accordance with ASC 840, "Leases," we classify our leases as capital leases when the lease agreement transfers substantially all risks and rewards of ownership to us. For leases determined to be capital leases, the asset and liability are recognized at an amount equal either to the fair value of the leased asset or the present value of the minimum lease payments during the lease term, whichever is lower. Leases that do not qualify as capital leases are classified as operating leases, and the related lease payments are expensed on a straight-line basis (taking into account rent escalation clauses) over the lease term, including, as applicable, any rent-free period during which we have the right to use the asset. Determining whether a lease is a capital or an operating lease requires judgment on various aspects that include the fair value of the leased asset, the economic life of the leased asset, whether or not to include renewal options in the lease term and determining an appropriate discount rate to calculate the present value of the minimum lease payments.

Self-Insurance Programs

        We primarily are self-insured for costs related to workers' compensation and general liability claims. As of April 24, 2010, our workers' compensation and general liability reserves were $7.9 million and $1.7 million, respectively. The liabilities represent our best estimates, using generally accepted actuarial reserving methods, of the ultimate obligations for reported claims plus those incurred but not

63

reported for all claims incurred through the balance sheet date. We establish case reserves for reported claims using case-basis evaluation of the underlying claim data and we update as information becomes known.

        For both workers' compensation and general liability claims, we have purchased stop-loss coverage to limit our exposure to any significant exposure on a per claim basis. We are insured for covered costs in excess of these per claim limits. We account for the liabilities for workers' compensation and general liability claims on a present value basis utilizing a risk-adjusted discount rate.

        The assumptions underlying the ultimate costs of existing claim losses are subject to a high degree of unpredictability, which can affect the liability recorded for such claims. For example, variability in inflation rates of health care costs inherent in these claims can affect the amounts realized. Similarly, changes in legal trends and interpretations, as well as a change in the nature and method of how claims are settled, can affect ultimate costs. Our estimates of liabilities incurred do not anticipate significant changes in historical trends for these variables, and any changes could have a considerable effect on future claim costs and currently recorded liabilities.

Income Taxes

        We account for income taxes using the liability method in accordance with ASC 740, "Income Taxes" ("ASC 740"). Under this method, deferred tax assets and liabilities are determined based upon differences between the financial reporting and the tax basis of assets and liabilities, including net operating loss ("NOL") carry forwards and federal tax credits, and are measured using the enacted tax rates expected to apply to taxable income in the periods in which the deferred tax assets or liabilities are expected to be realized or settled. Beginning in the Fiscal 2007 Successor Period, we adopted ASC 740 to assess and record income tax uncertainties. In relation to recording the provision for income taxes, management must estimate the future tax rates applicable to the reversal of temporary differences, make certain assumptions regarding whether book/tax differences are permanent or temporary, and if temporary, the related timing of expected reversal. Also, estimates are made as to whether taxable operating income in future periods will be sufficient to fully recognize any gross deferred tax assets. If recovery is not likely, we must increase our provision for taxes by recording a valuation allowance against the deferred tax assets that we estimate will not ultimately be recoverable. Alternatively, we may make estimates about the potential usage of deferred tax assets that decrease our valuation allowances. The calculation of our tax liabilities involves dealing with uncertainties in the application of complex tax regulations. Significant judgment is required in evaluating our tax positions and determining our provision for income taxes. During the ordinary course of business, there are many transactions and calculations for which the ultimate tax determination is uncertain. We establish reserves for uncertain tax positions when we believe that certain tax positions do not meet the more likely than not threshold. We adjust these reserves in light of changing facts and circumstances, such as the outcome of a tax audit or the lapse of the statute of limitations. The provision for income taxes includes the impact of reserve provisions and changes to the reserves that are considered appropriate.

Recent Accounting Pronouncements—Not Yet Adopted

        Recent accounting pronouncements are included in Note 2 to our unaudited consolidated financial statements as of and for the 16-week period ended April 24, 2010 included elsewhere in this prospectus.

Quantitative and Qualitative Disclosures about Market Risk

        We do not utilize financial instruments for trading or other speculative purposes, nor do we utilize leveraged financial instruments.

64

        We use derivative financial instruments from time to time, primarily to manage our exposure to fluctuations in interest rates and, to a lesser extent, adverse fluctuations in commodity prices and other market risks. As a matter of policy, all of our derivative positions are intended to reduce risk by hedging an underlying economic exposure. Because of the high correlation between the hedging instrument and the underlying exposure, fluctuations in the value of the instruments generally are offset by reciprocal changes in the value of the underlying exposure. The interest rate derivatives we use are straightforward instruments with liquid markets.

        We manage our exposure to interest rates and changes in the fair value of our debt instruments primarily through the strategic use of variable and fixed rate debt, and interest rate swaps. As of April 24, 2010, we did not have any outstanding interest rate swaps designated as fair value or cash flow hedges.

        The table below provides information about our underlying debt portfolio as of April 24, 2010. The amounts shown for each year represent the contractual maturities of long-term debt, excluding capital leases, as of April 24, 2010. Interest rates reflect the weighted average rate for the outstanding instruments. The Fair-Value column includes the fair-value of our debt instruments as of April 24, 2010. Refer to Note 1 of our unaudited consolidated financial statements as of and for the 16-week period ended April 24, 2010 included elsewhere in this prospectus.

		Expected Fiscal Year of Maturity
(Dollars in thousands)		Remainder 2010			2011			2012			2013			2014			Thereafter			Fair Value
Debt
	Fixed rate	$	254		$	404		$	434		$	2,295		$	280		$	350,165		$	372,217
	Average interest rate		10.1	%		10.1	%		10.1	%		10.1	%		10.1	%		10.1	%

Commodity Price Risk

        We purchase products that are impacted by commodity prices and are therefore subject to price volatility caused by weather, market conditions and other factors, which are not considered predictable or within our control.

65

BUSINESS

        We are a leading supermarket retailer in our Upstate New York and Northern Pennsylvania markets. Introduced in 1962, our Tops brand is widely recognized as a strong retail supermarket brand name in Upstate New York supported by strong customer loyalty and attractive supermarket locations. We are headquartered in Williamsville, New York.

        On January 29, 2010, we completed the acquisition of substantially all assets and certain liabilities of Penn Traffic and its subsidiaries, including its 79 retail supermarkets. These supermarkets now operate under the banners of Tops, P&C, Quality Markets and Bi-Lo in Upstate New York and Northern Pennsylvania. In connection with the Acquisition, we entered into arrangements with Penn Traffic and other parties, pursuant to which we have the ability to sell or liquidate certain of Penn Traffic's stores. As of the date of this prospectus, we have retained 55 supermarkets, of which seven supermarkets remain subject to FTC review. We are currently unable to forecast the timing and ultimate decisions of the FTC and the impact that it will have on our future results. The remaining 24 supermarkets have been closed, sold or liquidated. We currently operate 126 corporate retail supermarkets with an additional five franchise supermarkets.

        Our revenues are earned and cash is generated as consumer products are sold to customers in our supermarkets. We earn income predominantly by selling products at price levels that produce revenues in excess of our costs to make these products available to our customers. Such costs include procurement and distribution costs, facility occupancy and operational costs, and overhead expenses.

Employees

        We employ approximately 12,700 associates. Approximately 91% of these associates are members of Local One and two additional unions that represented certain of the employees from the retained Penn Traffic supermarkets. The remaining of these associates are non-union and primarily function in management, pharmacist roles and as field support staff. We currently have five collective bargaining agreements with Local One, all of which are scheduled to expire between April 2011 and July 2011, and two additional union agreements which are scheduled to expire in March 2012 and April 2013.

Store Profile and Location

        We operate 126 corporate full-service supermarkets with an additional five franchise supermarkets under the Tops, P&C, Quality Markets and Bi-Lo banners.

        Substantially all of our supermarkets are either freestanding or located in small neighborhood shopping centers. We believe that our stores are strategically positioned and clustered in an efficient and targeted manner, focusing on Upstate New York's key regions.

        Our supermarkets are located in the following markets:

Market	Number of Stores
Buffalo, NY		53
Syracuse / Mid State, NY		34
Rochester, NY		22
Pennsylvania		17
Total Supermarkets		126

        We have a variety of store sizes and formats that are tailored to the specific needs of the local communities in which we operate. Substantially all of our supermarkets are open 24 hours a day, 7 days

66

a week. The following summarizes the number of stores by size categories as of the date of this prospectus:

Square Feet	Number of Stores
75,000 and above		22
50,000 to 74,999		38
25,000 to 49,999		50
Under 25,000		16
Total		126

        In connection with the Acquisition, the FTC is continuing to investigate the possible competitive effects of the Acquisition in certain geographic areas where overlap exists between existing Tops supermarkets and the acquired Penn Traffic supermarkets. Upon completion of its investigation, the FTC may require us to divest certain stores that we acquired from Penn Traffic. It is uncertain at this time how many of the seven stores under review we will be required to divest. Furthermore, we may continue to look for opportunities to further optimize our store profile. This could involve, among other things, disposals of, or closing down of, additional stores and other restructuring initiatives.

Competition

        The supermarket industry is highly competitive. We compete with various types of retailers, including local, regional and national supermarket retailers, convenience stores, retail drug chains, national general merchandisers and discount retailers, membership clubs, warehouse stores and independent and specialty grocers. Some of our larger national competitors may have an advantage through stronger buying power and more significant capital resources. We also face heightened competition from restaurants and fast food chains due to the increasing portion of household food expenditures directed to the purchase of food prepared outside the home. In addition, other national or international supermarket or comparable store operators could enter our markets.

Segments

        We operate 126 corporate retail supermarkets with an additional five franchise supermarkets. Across all 126 retail supermarkets, we operate one store format where each supermarket offers the same general mix of products with similar pricing to similar categories of customers. We have concluded that each individual supermarket is an operating segment. Our retail operations, which represent substantially all of our consolidated sales, earnings and total assets, are our only reportable segment.

        These 126 operating segments have been aggregated into one reportable segment because, in our judgment, the operating segments have similar historical economic characteristics and are expected to have similar economic characteristics and long-term financial performance in the future. The principal measures and factors we considered in determining whether the economic characteristics are similar are gross margin percentage, capital expenditures, competitive risks and employee labor agreements. In addition, each operating segment has similar products and types of customers, similar methods of distribution, and a similar regulatory environment.

Merchandising

        Our supermarkets provide a wide variety of high quality nationally advertised food and non-food products, local specialties and quality private label items. In addition, we offer services such as full-service in-store butchers, home meal replacement items, delicatessens, bakeries, organic products, floral departments, greeting cards and a wide variety of health and beauty care items. Our

67

merchandising strategy has created strong brand recognition in the markets in which we operate. We position our Tops supermarkets as "one-stop shops," including such services as pharmacies, Tops branded fuel stations, in-store banking and Tim Hortons full-service restaurants or self-service coffee and donut kiosks. As of April 24, 2010, 80 of our supermarkets offered pharmacy services and 34 fuel centers were in operation. We are the only conventional supermarket chain to offer gasoline in our Buffalo, New York and Rochester, New York markets. Additionally, we drive customer loyalty through Tops' successful bonus card programs. These programs provide loyalty incentives through price discounts and special promotions, including discounts on gasoline prices at our gas stations. The program also provides us with valuable customer data. Through the accumulation of this information, we are able to identify our customers' shopping patterns, preferences and demographics, and optimize our merchandising and inventory management. We have converted or plan to convert the retained Penn Traffic supermarkets to the Tops banner.

Sources of Supply

        For the 16-week period ended April 24, 2010 and Fiscal 2009, approximately 62% and 60%, respectively, of our products were supplied by C&S. Although there are a limited number of distributors that can supply our stores, we believe that other suppliers could provide similar product on comparable terms.

        In November 2009, we entered into a new definitive agreement with C&S whereby C&S agreed to provide warehousing, logistics, procurement and purchasing services in support of our entire supply chain. The agreement expires on September 24, 2016. The agreement provides that the actual costs of performing the services will be reimbursed to C&S on an "open book" or "cost-plus" basis, whereby the parties will negotiate annual budgets that will be reconciled against actual costs on a periodic basis. The parties will also annually negotiate services, specifications and performance standards that will govern warehouse operations. The agreement defines the parties' respective responsibilities for the procurement and purchase of merchandise intended for use or resale in our stores, as well as the parties' respective remuneration for warehousing and procurement/purchasing activities. In consideration for the services it provides under the agreement, C&S will be paid an annual fee and will have incentive income opportunities based upon our cost savings and increases in retail sales volume.

        As a result of the Acquisition, all of Penn Traffic's arrangements with C&S were replaced with our existing arrangements with C&S as described above. C&S supplied substantially all of Penn Traffic's inventory, and therefore, the proportion of our products supplied by C&S has increased. Due to the acquisition of incremental supermarkets, the amount of the management fee payable by us under our existing supply agreement with C&S was increased following the closing of the Acquisition commensurate with the supermarkets acquired from Penn Traffic, net of those supermarkets subsequently sold, liquidated or closed.

        In February 2008, we entered into a three-year supply contract with McKesson Corporation ("McKesson") for the supply of substantially all of our prescription drugs and other health and beauty care products requirements. Tops is required to purchase a minimum of $360 million of product during the contract term. We purchased $46.8 million and $132.4 million of product under this contract during the 16-week period ended April 24, 2010 and Fiscal 2009, respectively. We could be subject to financial penalties if we fail to meet minimum volume requirements under this contract.

Licenses and Trademarks

        Our stores require a variety of licenses and permits that are renewed on a periodic basis. Payment of a fee is generally the only condition to maintaining such licenses and permits. We maintain registered trademarks for nearly all our store banner tradenames and private label brand names, including Tops and Tops Friendly Markets. We license the BONUSCARD trademark from Ahold IP, Inc.

68

Trademarks are generally renewable on a 10 year cycle. In connection with the Acquisition, we also acquired trademarks from Penn Traffic. We intend to convert a majority of the retained Penn Traffic supermarkets to the Tops banner by the conclusion of 2010. We consider trademarks an important way to establish and protect our brands in a competitive environment.

Government Regulation

        We are subject to regulation by a variety of governmental authorities, including federal, state and local agencies that regulate trade practices, building standards, labor, health and safety matters. We are also subject to the oversight of government agencies that regulate the distribution and sale of alcoholic beverages, pharmaceuticals, tobacco products, milk and other agricultural products and other food items. We believe that our locations are in material compliance with such laws and regulations. See "Risk Factors—Risks Related to Our Business—Various aspects of our business are subject to federal, state and local laws and regulations. Our compliance with these regulations may require additional capital expenditures and could materially adversely affect our ability to conduct our business as planned."

Environmental Matters

        We are subject to various federal, state and local environmental laws and regulations, including those relating to underground storage tanks, the release or discharge of regulated materials into the air, water and soil, the generation, storage, handling, use, transportation and disposal of regulated materials, the exposure of persons to regulated materials, remediation of contaminated soil and groundwater and the health and safety of our employees.

        Certain environmental laws, including the Comprehensive Environmental Response, Compensation, and Liability Act of 1980 ("CERCLA"), impose strict, and under certain circumstances, joint and several, liability on the owner and operator, as well as former owners and operators of properties, for the costs of investigation, removal or remediation of contamination, and also impose liability for any related damages to natural resources. In addition, under CERCLA and similar state laws, as persons who arrange for the transportation, treatment or disposal of regulated materials, we also may be subject to similar liability at sites where such regulated materials come to be located. We may also be subject to third-party claims alleging property damage and/or personal injury in connection with releases of or exposure to regulated materials at, from or in the vicinity of our current or formerly owned or operated properties or off-site waste disposal sites.

        We are required to make financial expenditures to comply with regulations governing underground storage tanks which store gasoline or other regulated substances adopted by federal, state and local regulatory agencies. Pursuant to the Resource Conservation and Recovery Act of 1976, as amended, the federal Environmental Protection Agency, or EPA, has established a comprehensive regulatory program for the detection, prevention, investigation and cleanup of leaking underground storage tanks. State or local agencies are often delegated the responsibility for implementing the federal program or developing and implementing equivalent or stricter state or local regulations. We have a comprehensive program in place for performing routine tank testing and other compliance activities which are intended to promptly detect and investigate any potential releases. In addition, the Federal Clean Air Act and similar state laws impose requirements on emissions to the air from motor fueling activities in certain areas of the country, including those that do not meet state or national ambient air quality standards. These laws may require the installation of vapor recovery systems to control emissions of volatile organic compounds to the air during the motor fueling process. We believe we are in compliance in all material respects with applicable environmental requirements, including those applicable to our underground storage tanks. We also have an insurance program to cover clean up costs and third party damages resulting from certain releases of regulated materials. However, there can be no assurance that our insurance will be adequate or available to cover all costs, or that changes

69

in existing requirements or their enforcement, or discovery of previously unknown conditions will not result in significant costs in the future.

Properties

        As of the date of this prospectus, we operate 126 corporate retail supermarkets with an additional five franchise supermarkets under the Tops, P&C, Quality Markets and Bi-Lo banners. We lease 113 of the corporate supermarkets that we operate and own the remaining 13 corporate supermarkets.

Owned Properties

        As of the date of this prospectus, we own nine supermarkets in Bath, Buffalo, Camden, Canastota, Fayetteville, Frewsburg, Pulaski, Randolph and Sherrill, New York, and four supermarkets in Bradford, Sayre, Sheffield and Youngsville, Pennsylvania.

Leased Properties

        We lease most of our supermarkets, which is typical of companies in the retail industry. We believe our longstanding presence in many of our locations provides us with the advantage of relatively low rents. The average remaining time on our leases, including options to renew, is 26 years.

        We entered into an arrangement with the Town of Lancaster Industrial Development Agency (the "IDA") relating to our warehouse and distribution facility in Lancaster, New York, to effectively maintain our ownership of this facility in a tax efficient manner. Under this arrangement, the facility was conveyed to the IDA and leased back to us pursuant to a lease agreement, which expires by its terms on December 31, 2012, unless terminated earlier. The lease agreement provides that, upon its termination for any reason, title to the facility will be conveyed back to us in exchange for $1.00 plus any outstanding amounts due and payable under the lease agreement. The lease agreement requires us to make a series of payments to the IDA which are effectively rent payments. Pursuant to our current supply agreement with C&S and sublease of the facility to C&S's affiliate Buffalo Logistics LLC, the 906,600 square foot facility is operated by C&S on our behalf, who supplied approximately 62% and 60% of the goods we sold during the 16-week period ended April 24, 2010 and Fiscal 2009, respectively. The facility consists of a one-story food distribution warehouse with refrigerated areas and ancillary buildings. Under the supply agreement, we are required to allow C&S to use the facility to service our supermarkets so long as the agreement is in place.

        We lease both our corporate offices and centralized mail distribution center. Our corporate offices are located in Williamsville, New York. We believe we have adequate facilities and space for our current and future activities. Our mail center is located in Depew, New York and is the central depositary for all mail to the corporate offices and store facilities.

Legal Proceedings

        We are subject to various legal proceedings and claims, either asserted or unasserted, which arise in the ordinary course of business. We are also subject to certain environmental claims. While the outcome of these claims cannot be predicted with certainty, our management does not believe that the outcome of any of these legal matters will have a material adverse effect on our consolidated results of operations, financial position or cash flows.

70

MANAGEMENT

Executive Officers and Directors

        The following table sets forth certain information regarding our executive officers and directors as of the date of this prospectus.

Directors and executive officers	Age		Principal occupation or position
Gary Matthews		52	Chairman
Frank Curci		58	President, Chief Executive Officer and Director
Kevin Darrington		42	Chief Operating Officer and Chief Financial Officer
John Persons		43	Senior Vice President—Operations
Patrick Curran		58	Senior Vice President—Sales and Marketing
Jack Barrett		63	Senior Vice President—Human Resources, Assistant Secretary
Eric Fry		43	Director
Eric Kanter		35	Director
Gregory Josefowicz		58	Director

        Gary Matthews.    Mr. Matthews was appointed Chairman in December 2007. Mr. Matthews is a Managing Director of MSPE. He has led several private equity backed companies and public company business units, including Simmons Bedding Company from November 2006 to June 2007, Sleep Innovations, Inc. from August 2005 to October 2006, Bristol-Myers Squibb World Wide Consumer Medicines from 2001 to 2005 and Derby Cycle Corporation from 1999 to 2001. He also served as Managing Director UK for Diageo/Guinness Limited and as President and CEO of Guinness Import Company between 1996 and 1999 and held senior management positions at PepsiCo from 1991 to 1996 and McKinsey & Company from 1986 to 1991. Mr. Matthews held the title of Chief Executive Officer at Sleep Innovations, Inc. from August 2005 to October 2006. Approximately two years later, on October 3, 2008, Sleep Innovations, Inc. filed for bankruptcy protection under Chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for the District of Delaware. Mr. Matthews currently sits on the Boards of Directors of Learning Care Group and Van Wagner. Mr. Matthews began his career at Procter & Gamble after he graduated with a B.A. from Princeton University. He also holds an M.B.A. from Harvard Business School.

        Frank Curci.    Mr. Curci was appointed President, Chief Executive Officer and Director in December 2007. Mr. Curci brings more than 30 years of experience in the supermarket industry. Most recently, from March 2005 to September 2006, he served as Chief Operating Officer for Alabama-based Southern Family Markets, a subsidiary of C&S Wholesale Grocers where he led the start-up of two chains emphasizing the neighborhood grocery store format. From June 2004 to March 2005, he served as Senior Vice President of Operations at Farmer Jack, a supermarket chain based in Michigan. While at Ahold from July 1995 to June 2003, Mr. Curci was Chief Executive Officer of Tops, and held senior leadership positions at the BI-LO chain in South Carolina and Edwards Super Food stores on the East Coast. Mr. Curci also spent nine years from May 1987 to July 1995, at Mayfair Supermarkets, which operated as Foodtown in New Jersey. He holds an M.B.A. and a B.A. from Rutgers University.

        Kevin Darrington.    Mr. Darrington was appointed Chief Operating Officer and Chief Financial Officer in March 2010. He was Senior Vice President and Chief Financial Officer from March 2008 to March 2010. Prior to joining Tops, he was a Senior Vice President and Chief Accounting Officer at Pathmark stores from May 2006 to February 2008, Chief Financial Officer at Pharmaca Integrative Pharmacy from September 2005 to April 2006 and Vice President and Corporate Controller at Foot Locker Inc. from June 2002 to September 2005. He is a Certified Public Accountant and holds an M.B.A. from Temple University and a B.S. from Indiana University.

71

        John Persons.    Mr. Persons was appointed Senior Vice President of Operations in December 2007. Mr. Persons has worked for Tops for 25 years. He was Vice President of Operations from November 2000 to December 2007. Mr. Persons began his career in store operations and has held positions of increasing responsibility over that time.

        Patrick Curran.    Mr. Curran was appointed as Senior Vice President of Sales and Marketing in May 2008. Mr. Curran brings more than 40 years of experience in the supermarket industry. Prior to joining Tops, he was the Vice President of Logistics & Chain Supply for Kehe Food Distributors from September 2003 to April 2008. Prior to 2003, Mr. Curran also held positions of increasing responsibility at BI-LO Markets and Jewel Food Stores.

        Jack Barrett.    Mr. Barrett has worked for Tops for over 40 years. Mr. Barrett's areas of responsibility at Tops have included compensation & benefits, labor/associate relations, training and development, communications, diversity, legal compliance and employment. Mr. Barrett was appointed the Vice President of Labor Relations in 1987, Vice President of Human Resources in 1996, and joined the Tops Executive Committee in 2000 as Senior Vice President of Human Resources.

        Eric Fry.    Mr. Fry was appointed Director in September 2009. Mr. Fry is a Managing Director of MSPE. He initially joined Morgan Stanley in 1989 and Morgan Stanley Capital Partners in 1991. He was promoted to Managing Director of Morgan Stanley Capital Partners in 2001. Mr. Fry was a founding partner and Managing Director of Metalmark Capital from September 2004 until he rejoined Morgan Stanley Capital Partners in August 2007. He is a former member of the Investment Committees of Morgan Stanley Global Emerging Markets fund, Morgan Stanley Capital Partners III and Morgan Stanley Capital Partners IV. Mr. Fry served on the Board of Directors of various Morgan Stanley Capital Partners portfolio companies including Cross Country Healthcare, EnerSys and Vanguard Health Systems and currently sits on the Board of Directors of Learning Care Group. Mr. Fry holds a B.S. from The Wharton School of the University of Pennsylvania and an M.B.A. from Harvard Business School.

        Eric Kanter.    Mr. Kanter was appointed Director in September 2009. Mr. Kanter is an Executive Director of MSPE. Mr. Kanter joined Morgan Stanley in August 2003 and most recently was a Vice President in the Firm's Investment Banking Division, working in the Mergers and Acquisitions Group. Prior to joining Morgan Stanley, Mr. Kanter was an Associate at Ryan Enterprises Group from September 1998 to July 2001, the private equity firm for the Patrick G. Ryan family. He began his career at A.T. Kearney, at which he was a Management Consultant from September 1996 to September 1998. Mr. Kanter holds a B.A. from Northwestern University and an M.B.A. from The Wharton School of the University of Pennsylvania.

        Gregory Josefowicz.    Mr. Josefowicz was appointed Director in January 2008. From 1999 to July 2006, Mr. Josefowicz served as Chairman of the Board of Directors and Chief Executive Officer of the Borders Group. Thereafter, until January 2008, Mr. Josefowicz was an advisor to Borders' Board of Directors. Before joining the Borders Group, Mr. Josefowicz served as President of Jewel-Osco, a division of Albertsons, Inc. Mr. Josefowicz currently sits on the Boards of Directors of Petsmart Inc., Winn-Dixie Stores Inc. and United States Cellular Corp. He holds a B.A. from Michigan State University and an M.B.A. from the Kellogg School of Management at Northwestern University.

Director Independence

        We have no securities listed for trading on a national securities exchange or on an automated inter-dealer quotation system of a national securities association which has requirements that a majority of its Board of Directors be independent. For purposes of complying with the disclosure requirements of this prospectus, we have adopted the definition of independence used by the NASDAQ Stock Market ("NASDAQ"). Though not formally considered by our Board of Directors, we believe that each

72

of our four non-employee directors, Messrs. Matthews, Fry, Kanter and Josefowicz may qualify as an independent director based on the definition of independent director set forth in Rule 5606(a)(2) of the NASDAQ Listing Rules. In this regard, we note that we do not believe that the payments we have made to MSPE in our last three fiscal years have exceeded 5% of MSPE's consolidated gross revenue in any of those years. Our compensation committee is comprised of Messrs. Matthews, Kanter and Josefowicz, all of whom may qualify as an independent director under the NASDAQ's definition of an independent director. Note that under Rule 5615(c) of the NASDAQ Listing Rules, we would be considered a "controlled company" because more than 50% of our voting power for the election of directors is held by another entity. Accordingly, even if we were a listed company on NASDAQ, we would not be required to maintain a majority of independent directors on our board.

Audit Committee

        Our audit committee is currently comprised of Mr. Matthews and Mr. Kanter. We are a privately held company and do not have any securities listed on any securities exchange. Though not formally considered by our Board of Directors, we believe that Mr. Matthews is an "audit committee financial expert" under the rules of the SEC; however, we do not believe that Mr. Matthews or Mr. Kanter would be considered "independent" under the NASDAQ Listing Rules that are applicable to audit committee members because of their relationships with certain funds that hold significant interests in the Company.

Additional Information

        In the first half of 2003, certain accounting irregularities were discovered at Ahold's US Foodservice business, a unit that was operated independently of Tops, as a result of which Ahold and several of its employees were the subject of investigations by the SEC and the Department of Justice (the "DOJ") and a federal class action lawsuit. These investigations and the class action lawsuit were primarily focused on Ahold's US Foodservice business. In response to these discoveries, Ahold conducted an internal accounting investigation of substantially all of its businesses which identified numerous accounting irregularities largely related to vendor allowances and rebates at its various business units, including some at Tops. At this time, although Mr. Curci was the Chief Executive Officer of Tops, the accounting and finance functions for Tops had been consolidated with Ahold USA's operations under a shared services arrangement located in Carlisle, Pennsylvania. Mr. Curci resigned from his position at Tops in June 2003. He did not participate in any discussions with the SEC or the DOJ and he was not the subject of any regulatory, civil or criminal action or settlement.

Executive Compensation

Compensation Discussion and Analysis

        Our executive compensation program is overseen by the Compensation Committee of our Board of Directors (the "Compensation Committee"). The Board of Directors generally discusses compensation issues during full board meetings, but the Compensation Committee has ultimate responsibility for making recommendations to the Board of Directors and discharging decisions of the Board of Directors relating to the compensation of our named executive officers. Our chief executive officer ("CEO") reviews compensation for all of our named executive officers except our CEO and chief operating officer and chief financial officer ("COO/CFO") and makes compensation recommendations to the Compensation Committee. The Compensation Committee then evaluates the CEO's recommendations and conducts its own independent review and evaluation of the CEO and COO/CFO's compensation and makes a final recommendation to the Board of Directors with respect to compensation for all named executive officers based on several factors, including individual performance, business results and general information related to compensation at other private companies. The Board of Directors, in consultation with the Compensation Committee, then reviews

73

these recommendations and makes all final compensation decisions for our named executives by exercising its discretion in accepting, modifying or rejecting any management recommendations. The Board of Directors generally approves any changes to base salary levels, bonus opportunities and other annual compensation components on or before May 1 of each fiscal year, with such changes becoming effective as of May 1.

        This Compensation Discussion and Analysis describes our compensation program for named executive officers and the basis for decisions regarding their compensation for Fiscal 2009. Our named executive officers for Fiscal 2009 are Messrs. Curci, Darrington, Persons, Curran and Barrett.

What is our compensation philosophy?

        Our guiding compensation philosophy has been to provide a total pay package that motivates our named executive officers to achieve our short-term and long-term business goals. To sustain our performance, we need to attract and retain superior executive talent; to reward successful performance by our executives and the Company by linking a portion of compensation to future financial and business results; and to further align the interests of executive officers with those of our ultimate stockholders by providing long-term equity compensation.

What are the key principles that influenced our Fiscal 2009 compensation decisions?

        We use the following core principles and practices to set the pay of our named executive officers:

•

Our Compensation Committee reviews individual and corporate performance, business results and general information related to compensation at other private companies in setting the compensation level for our CEO and COO/CFO. A similar process is used in formulating the recommendations to the Compensation Committee for the compensation levels of the other named executive officers.

•

We use both subjective and objective measures of performance in setting the annual incentive compensation levels for named executive officers. The primary objective measures that we use are adjusted EBITDA, sales volume, and debt paydowns (described below). We also have the discretion to make adjustments to annual incentive compensation levels based on business considerations or individual performance as described below.

•

We do not provide special retirement arrangements (other than the 401(k) Retirement Savings Plan available to all non-union employees) or significant personal benefits for our named executive officers.

What key compensation decisions has the Compensation Committee made for Fiscal 2010?

        In May 2010, the Board of Directors approved base salary increases for each of our named executive officers, all of which resulted in increases of five percent or less, with the exception of Messrs. Darrington and Persons, whose increases were in the amounts of 16.6 percent and 14.5 percent, respectively. In addition, we entered into employment agreements with Messrs. Persons and Barrett.

What are the components of our compensation program?

        Our compensation and benefits programs have historically consisted of the following components:

•

Total compensation consisting of:

•

Base salary;

•

Annual cash bonus awards; and

•

Long-term equity incentive awards;

74

•

Participation in broad-based retirement, health and welfare benefits;

•

Severance and change of control protections; and

•

Limited perquisites.

How do we determine the portion of total compensation allocated to base salary?

        A named executive officer's base salary is a fixed component of compensation and does not vary depending on the level of performance achieved. Base salaries are determined for each named executive based on his or her position and responsibility. We review the base salaries for each named executive annually as well as at the time of any promotion or significant change in job responsibilities, and we consider individual and Company performance over the course of the year. The base salary for each named executive for Fiscal 2009 is reported in the succeeding Summary Compensation Table.

How did we determine the amount of the annual cash bonus for Fiscal 2009 that we paid to each of our named executive officers?

        The annual cash bonus for executive officers is designed to reward our executives for the achievement of Company-wide annual financial goals.

        For Fiscal 2009, the Board of Directors determined that the target annual cash bonus for each named executive officer, with the exception of the CEO, would be 60 percent of his actual Fiscal 2009 base salary, and the target annual cash bonus for the CEO would be 100 percent of his actual Fiscal 2009 base salary. The percentage of their target bonus that is paid is determined in part pursuant to objective Company-wide performance measures (described below) and in part pursuant to subjective discretionary considerations by the Board of Directors. In Fiscal 2009, 75 percent of our named executive officers' bonus realization (with the exception of the CEO) was determined based on objective performance measures, and 25 percent of their bonus realization was determined in the discretion of the Board of Directors. For the CEO, 50 percent of his bonus realization was based on objective performance measures and 50 percent was based on the Board of Directors' discretionary considerations. Named executive officers were then paid a percentage of their target bonus amounts based on these objective and subjective considerations.

        In administering the Fiscal 2009 bonus program for the named executive officers, the Compensation Committee considered three objective performance measures and target achievement levels for those measures to determine the bonus levels for Fiscal 2009. The performance measures were: (i) Fiscal 2009 adjusted EBITDA, which represents earnings before interest, incomes taxes, depreciation and amortization, as adjusted to exclude certain one-time and non-cash expenses and to include expenses related to capital leases; (ii) Fiscal 2009 sales volume, which measure excludes gasoline sales and income related to franchise fees; and (iii) Fiscal 2009 debt paydowns, which measure excludes capital lease principal payments. Adjusted EBITDA, sales volume, and debt paydowns were weighted as 50 percent, 30 percent and 20 percent, respectively, of the total objective Company performance measure. We selected these metrics on which to base the annual bonus for Fiscal 2009 because we believe they represent the primary measures that created value for shareholders in Fiscal 2009.

        The target achievement levels in Fiscal 2009 for each performance measure were as follows: (i) an adjusted EBITDA of $82,694,247; (ii) $1,582,794,142 in sales volume; and (iii) $40,000,000 in debt paydowns. Our actual Fiscal 2009 results produced (x) $80,237,171 in adjusted EBITDA; (y) $1,547,907,710 in sales volume; and (z) $39,766,864 in debt paydowns. Based on these results, the Compensation Committee determined that the objective portion of each named executive officer's annual bonus would be paid at 80 percent of the target amount. The Compensation Committee then determined that it would pay the subjective portion of each named executive officer's annual bonus at 80 percent of his target amount. Accordingly, each named executive officer was awarded 80 percent of

75

his target bonus amount. The annual cash bonus amount paid for each named executive for his Fiscal 2009 service is reported in the succeeding Summary Compensation Table.

        The following table shows, for each performance measure considered for Fiscal 2009, (i) the target performance level established by the Board of Directors before the beginning of the fiscal year, and (ii) the actual Fiscal 2009 results.

Performance Measure	Target Level		Actual Fiscal 2009 Results
Adjusted EBITDA	$	82,694	$	80,237
Sales volume	$	1,582,794	$	1,547,908
Debt paydowns	$	40,000	$	39,767

What types of long term incentive programs do we maintain for our named executive officers?

        Our primary vehicle for offering long-term incentives is the Tops Holding Corporation 2007 Stock Incentive Plan (the "2007 Stock Plan"), under which we have granted discretionary stock options to certain key executives and directors. We believe that granting Company stock options is the best method of motivating our executive officers to manage our Company in a manner that is consistent with the interests of our Company and our stockholders. We also regard our equity program as a key retention tool. Retention is an important factor in our determination of the number of shares to be issued upon exercise of each option grant and the vesting schedules and other terms of these grants.

Stock Option Adjustment and Special Cash Retention Bonus

        In October 2009, we effected a significant debt refinancing, and we paid a $105 million cash dividend to our owners. As a result of this recapitalization, we equitably adjusted the outstanding stock options held by our named executive officers by reducing the exercise price of the stock options from $1,000 to $400. We intend for this adjustment to comply with applicable tax laws, and we do not intend for this adjustment to be treated as the grant of a new stock right or a change in the form of payment of outstanding options for purposes of applicable tax laws.

        In addition to the stock option adjustment, to further compensate our named executive officers for the extraordinary dividend, we also granted our named executive officers an additional cash bonus to be paid on each scheduled vesting date of the named executive officers' options, subject to their continued employment through each vesting date. Messrs. Curci, Persons, Darrington, Curran and Barrett were each granted $1,350,000, $499,950, $750,150, $249,998 and $175,000, respectively. The payment of this special cash retention bonus would accelerate upon each named executive officer's termination of employment without cause within one year following a change of control of the Company. For more information regarding the stock option adjustment and the special cash retention bonus, please see Notes 1 and 16 of our audited consolidated financial statements included elsewhere in this prospectus.

Amendment of 2007 Stock Incentive Plan

        As part of its review of Fiscal 2009 compensation, the Board of Directors also amended the 2007 Stock Plan to provide that in the event of a change of control of the Company, any unvested awards will automatically vest and become exercisable on the effective date of the change of control. Prior to the amendment, the 2007 Stock Plan provided that unvested awards would accelerate and become exercisable upon the participant's termination of employment without cause within the one-year period following a change of control of the Company. For more information regarding the 2007 Stock Plan amendment, please see the section entitled "2007 Stock Incentive Plan" following the Grants of Plan Based Awards table.

76

What other significant policies apply to our named executive officers?

        Retirement and Other Benefits.    Our named executive officers participate in our 401(k) retirement savings plan, which is available to all of our non-union employees. We do not offer any additional retirement benefits to our named executive officers. Our benefits package for our named executive officers includes health, welfare and life insurance benefits, all of which are also available to other non-union employees. We also offer our named executive officers the use of a company car, and we pay for their long-term disability coverage.

        Severance and Change of Control Arrangements.    The severance and change of control arrangements in place for each of our named executive officers represent amounts that we believe are necessary to retain our executives in light of market and other uncertainties and are consistent with competitive pay practices. Messrs. Curci, Darrington and Curran are entitled to certain severance benefits in the event of their termination of employment without cause under their respective employment agreements. Messrs. Persons and Barrett do not have stand-alone employment or severance agreements, and upon their termination of employment, their severance benefits would be determined under our general Company policy. In addition, our 2007 Stock Plan, as amended in October 2009, provides that upon the Company's change of control, all unvested equity awards outstanding under the plan will automatically vest. We have also entered into special cash retention bonus agreements with each named executive officer, as described above, which permit the Board of Directors, in its sole discretion, to accelerate the payment of any unvested portion of the special cash retention bonus upon the Company's change of control. We believe that these arrangements are necessary to retain the services of our named executive officers and to afford them reasonable severance protection so that they can focus on realizing value for shareholders in the event of a change of control and other circumstances that could result in a loss of employment. The Compensation Committee periodically reviews these arrangements and adjusts them to take into account market information and our evolving business goals.

        Forgiveness of Loan for Relocation Expenses.    In 2009, we made a five-year loan to Mr. Darrington, in the amount of $245,000, in connection with his relocation expenses, including losses incurred by Mr. Darrington in connection with the sale of his prior residence. In March 2010, the Board of Directors forgave the loan balance and related accrued interest based on Mr. Darrington's performance in Fiscal 2009. In Fiscal 2010, the Board of Directors provided Mr. Darrington with an additional amount of $186,879, to account for taxes that he may incur as a result of the forgiveness.

Compensation Committee Report

        We have reviewed and discussed the foregoing Compensation Discussion and Analysis with management. Based on our review and discussion with management, we have recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this prospectus.

Gary Matthews, Chairperson
Eric Kanter
Gregory Josefowicz

77

Summary Compensation

        The table below sets forth the annual compensation earned during Fiscal 2009 by our CEO, our COO/CFO and each of our next three most highly compensated executives, our "named executive officers," as of January 2, 2010:

Summary Compensation Table

Name and Principal Position		Year		Salary		Bonus(1)		Stock Awards		Option Awards		Non-Equity Incentive Plan Compensation(2)		Change in Pension Value and Nonqualified Deferred Compensation Earnings		All Other Compensation(3)		Total
(a)		(b)		(c)		(d)		(e)		(f)		(g)		(h)		(i)		(j)
Frank Curci			2009	$	500,000	$	—	$	—	$	—	$	400,000	$	—	$	65,531	$	965,531
	President, Chief Executive
	Officer and Director
Kevin Darrington			2009	$	300,000	$	254,916	$	—	$	—	$	144,000	$	—	$	40,949	$	729,949
	Chief Operating Officer and
	Chief Financial Officer
John Persons			2009	$	240,000	$	—	$	—	$	—	$	115,200	$	—	$	32,652	$	387,852
	Senior Vice President—
	Operations
Patrick Curran			2009	$	240,000	$	—	$	—	$	—	$	115,200	$	—	$	32,649	$	387,849
	Senior Vice President—
	Sales and Marketing
Jack Barrett			2009	$	210,000	$	—	$	—	$	—	$	100,800	$	—	$	34,766	$	345,556
	Senior Vice President—
	Human Resources

(1)

Mr. Darrington's bonus amount represents the Company's forgiveness of a five-year loan that the Company made to Mr. Darrington in 2009 in connection with his relocation expenses. The Board of Directors discretionarily decided to forgive this loan and any interest accrued thereon based on Mr. Darrington's performance and service during Fiscal 2009. This decision was formalized under a March 2010 board resolution. The Board of Directors has also provided Mr. Darrington with an additional amount of $186,879 in Fiscal 2010 to account for any taxes he may incur as a result of the loan forgiveness.

(2)

The amounts represent cash paid in March 2010 under our annual cash bonus plan for performance in Fiscal 2009.

(3)

The amounts represent life insurance premiums, long term disability premiums, 401(k) matching contributions and the Company's incremental cost of the named executive officers' use of a company car. Mr. Curci's long-term disability premiums paid by the Company in Fiscal 2009 totaled $43,286. None of the other personal benefits or perquisites provided to named executive officers exceeded $25,000 in Fiscal 2009. No tax gross-up reimbursements are payable for any of these benefits.

78

Equity And Non-Equity Incentive Plans

        The table below sets forth equity and non-equity compensation awards granted to our named executive officers during Fiscal 2009:

Grants of Plan-Based Awards

	Estimated Possible Payouts Under Non-Equity Incentive Plan Awards
Name	Threshold(1)		Target(1)		Maximum(1)
	(c)		(d)		(e)
Frank Curci	$	—	$	500,000	$	—
Kevin Darrington	$	—	$	180,000	$	—
John Persons	$	—	$	144,000	$	—
Patrick Curran	$	—	$	144,000	$	—
Jack Barrett	$	—	$	126,000	$	—

(1)

Represents annual incentive award targets under our annual cash bonus plan. The awards for the named executive officers did not have threshold or maximum amounts.

2007 Stock Incentive Plan

        We maintain one equity incentive plan, the 2007 Stock Plan, under which Board of Directors may grant stock option awards to directors, eligible employees, consultants and independent contractors. There are 11,111 shares of common stock reserved under the 2007 Stock Plan, which shares remain issuable until issued pursuant to a participant's exercise of a stock option. The terms of any stock option granted under the 2007 Stock Plan are generally set forth in an option agreement with the grantee; nonetheless, the exercise price for stock options awarded under the plan must equal or exceed the fair market value on the date of grant and the term of any option granted may not exceed ten years. Upon a participant's exercise of a stock option, he or she is required to be bound by and comply with the Shareholders' Agreement (described in Note 16 of our audited consolidated financial statements included elsewhere in this prospectus). The Board of Directors is required to adjust outstanding stock options in an equitable manner in the event of a corporate transaction, equity restructuring or change in the capitalization of the Company.

        Prior to October 27, 2009, the 2007 Stock Plan provided that upon a change of control of the Company, the Board of Directors would have the discretion to cancel outstanding stock options and provide participants a reasonable period to elect to exercise their outstanding stock options, or terminate all outstanding stock options and pay each option holder a cash payment in exchange for such cancellation. In addition, if a participant's employment is terminated by the Company without cause within one year after the change of control, all of his or her stock options will automatically vest and become exercisable. A change of control generally includes (i) a change in the ownership of 50 percent or more of the total voting power of the Company's voting securities; (ii) a merger or consolidation of the Company that would result in a change in more than 50 percent of the total voting power represented by the voting securities of the Company or a surviving entity; (iii) the consummation of a complete liquidation of the Company or an agreement for the sale of substantially all of the Company's assets; or (iv) any other event that the Board of Directors determines to be a change of control and sets forth in an option agreement. A change of control does not include any acquisition of securities or voting power due to a public offering. Effective as of October 27, 2009, we amended the 2007 Stock Plan to provide that any unvested awards granted under the plan, including awards that are currently outstanding, will automatically vest and become exercisable on the effective date of a change of control of the Company, regardless of whether the participant's employment is terminated. In addition, the amendment adds to the definition of "change of control," the transfer by the Morgan

79

Stanley Investors of 80 percent or more of their then-owned shares of stock to anyone other than a permitted transferee.

        The following table gives information on option awards and stock-based awards that were outstanding for each named executive officer at January 2, 2010:

Outstanding Equity Awards At Fiscal Year-End

	Option Awards
Name	Number of Securities Underlying Unexercised Options Exercisable		Number of Securities Underlying Unexercised Options Unexerciseable			Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options		Option Exercise Price(6)		Option Expiration Date
(a)	(b)		(c)			(d)		(e)		(f)
Frank Curci		—		3,000	(1)		—	$	400		1/24/2018
Kevin Darrington		—		1,667	(2)		—	$	400		3/3/2018
John Persons		—		1,111	(3)		—	$	400		2/14/2018
Patrick Curran		—		556	(4)		—	$	400		4/28/2018
Jack Barrett		—		389	(5)		—	$	400		11/19/2018

(1)

Stock options granted on January 24, 2008 that are scheduled to vest in three equal annual installments on January 24, 2011, 2012, and 2013.

(2)

Stock options granted on March 3, 2008 that are scheduled to vest in three equal annual installments on March 3, 2011, 2012, and 2013.

(3)

Stock options granted on February 14, 2008 that are scheduled to vest in three equal annual installments on February 14, 2011, 2012, 2013.

(4)

Stock options granted on April 28, 2008 that are scheduled to vest in three equal annual installments on April 28, 2011, 2012, and 2013.

(5)

Stock options granted on November 19 2008, that are scheduled to vest in three equal annual installments on November 19, 2011, 2012, and 2013.

(6)

The exercise price of these stock option awards was decreased from $1,000 to $400 as of October 27, 2009, in connection with a refinancing and related extraordinary dividend paid by the Company to its shareholders in October 2009. This modification was enacted in order to equitably adjust awards in order to preserve the aggregate intrinsic value of the stock options immediately after the recapitalization transaction. For more information regarding the recapitalization and the adjustment of the stock option grants, please see Note 16 of our audited consolidated financial statements included elsewhere in this prospectus.

Retirement Arrangements For Named Executive Officers

        We do not provide special retirement benefits to our named executive officers. Our named executive officers are eligible to participate in the Tops Markets, LLC 401(k) Retirement Savings Plan, which is available to all of our non-union employees, and which is described in Note 18 to our audited consolidated financial statements included elsewhere in this prospectus.

80

Employment Agreements

        As of January 2, 2010, three of our named executive officers are party to employment agreements with Tops Markets, LLC.

Frank Curci

        We are a party to an employment agreement with Mr. Curci, which agreement became effective December 1, 2007, for a term of two years with automatic one-year renewals (unless notice of non-renewal is provided by either party within ten days prior to the expiration of the term). Under Mr. Curci's agreement, he was entitled to an initial annual base salary and an initial annual bonus opportunity based on a percentage of his base salary. If we terminate Mr. Curci's employment without cause, he is entitled to severance payments in the amount of his annual base salary, and continued coverage under our welfare and benefit plans, during the "Severance Period," which would end on the one-year anniversary of his termination date. He may also receive a discretionary pro-rated bonus amount in the year of his termination of employment. Mr. Curci is prohibited from providing services or engaging in activities with a competitor of us during employment and for a period of one year after his termination of employment. During that same period, Mr. Curci is also prohibited from soliciting our customers, suppliers and other employees. We may extend the non-competition/non-solicitation period for up to one additional year if we continue to pay Mr. Curci his annual base salary over the course of such year.

Kevin Darrington

        Mr. Darrington's employment agreement became effective on March 3, 2008. Under Mr. Darrington's agreement, he was also entitled to an initial annual base salary and an initial annual bonus opportunity based on a percentage of his base salary. Pursuant to his employment agreement, on March 3, 2008, Mr. Darrington was also granted stock options exercisable into 1.5% of the then-issued and outstanding shares of the Company, which stock options vest ratably on March 3, 2011, March 3, 2012 and March 3, 2013. In the event of a change of control, the vesting of these stock options will be accelerated. Mr. Darrington's employment agreement does not provide for a set term of employment, but if we terminate his employment without cause, he is entitled to severance payments in the amount of his annual base salary, and continued coverage under our welfare and benefit plans, for a period of one year after his termination date. Mr. Darrington is prohibited from providing services or engaging in activities with a competitor of us during employment and for a period of one year after his termination of employment. During that same period, Mr. Darrington is also prohibited from soliciting our customers, suppliers and other employees.

Patrick Curran

        Mr. Curran's employment agreement became effective on May 4, 2008. Under Mr. Curran's agreement, he was also entitled to an initial annual base salary and an initial annual bonus opportunity based on a percentage of his base salary. Pursuant to his employment agreement and to a separate stock option agreement, on April 28, 2008, Mr. Curran was also granted stock options exercisable into 0.5% of the then-issued and outstanding shares of the Company, which stock options vest ratably on April 28, 2011, April 28, 2012 and April 28, 2013. In the event of a change of control, the vesting of these stock options will be accelerated. Mr. Curran's employment agreement does not provide for a set term of employment, but if his employment is terminated by us without cause, he is entitled to severance payments in the amount of his annual base salary, and continued coverage under our welfare and benefit plans, for a period of one year after his termination date. Mr. Curran is prohibited from providing services or engaging in activities with a competitor of us during employment and for a period of one year after his termination of employment. During that same period, Mr. Curran is also prohibited from soliciting our customers, suppliers and other employees.

81

Potential Payments Upon Termination or Change of Control

        We have entered into certain agreements and maintain certain plans that will require us to provide compensation to our named executive officers in the event of a termination of employment of the named executive officer or a change of control of Tops Markets, LLC. The amount of compensation payable to each named executive officer in each situation is listed in the table below, based on the assumption that the triggering event took place on January 2, 2010:

		Severance(1)		Value of Unvested Equity-Based Awards(2)		Value of Unvested Special Cash Retention Bonus Awards(3)		Present Value of Health/ Welfare Benefits(4)		Other Compensation or Payments(5)		Total
Involuntary without cause
	Frank Curci	$	500,000	$	—	$	—	$	7,457	$	—	$	507,457
	Kevin Darrington	$	300,000	$	—	$	—	$	9,327	$	—	$	309,327
	John Persons(7)	$	240,000	$	—	$	—	$	7,931	$	—	$	247,931
	Patrick Curran	$	240,000	$	—	$	—	$	6,071	$	—	$	246,071
	Jack Barrett(7)	$	210,000	$	—	$	—	$	6,071	$	—	$	216,071
Death and disability
	Frank Curci	$	—	$	—	$	1,350,000	$	—	$	245,580	$	1,595,580
	Kevin Darrington	$	—	$	—	$	750,150	$	—	$	145,580	$	895,730
	John Persons	$	—	$	—	$	499,950	$	—	$	115,580	$	615,530
	Patrick Curran	$	—	$	—	$	249,998	$	—	$	115,580	$	365,578
	Jack Barrett	$	—	$	—	$	175,001	$	—	$	100,580	$	275,581
Termination without cause within one year after a change of control(6)
	Frank Curci	$	500,000	$	—	$	1,350,000	$	7,457	$	—	$	1,857,457
	Kevin Darrington	$	300,000	$	—	$	750,150	$	9,327	$	—	$	1,059,477
	John Persons(7)	$	240,000	$	—	$	499,950	$	7,931	$	—	$	747,881
	Patrick Curran	$	240,000	$	—	$	249,998	$	6,071	$	—	$	496,069
	Jack Barrett(7)	$	210,000	$	—	$	175,001	$	6,071	$	—	$	391,072

(1)

Includes one times the annual base salary. The Company may also, at its discretion, pay a termination-year bonus prorated to correspond with the portion of the year ending at termination.

(2)

Unvested equity-based awards are calculated based on the fair market value of our common stock as of January 2, 2010 of $400 per share. The treatment upon termination for each type of equity award is further described under the heading "2007 Stock Incentive Plan" following the Grants of Plan-Based Awards table.

(3)

Includes the accelerated payment of the unvested portion of the special cash retention bonus awards described on page 76 of this prospectus.

(4)

Includes the estimated value of allowing continued participation in our health and welfare plans for a period of one year. These benefits may be terminated within one year if the named executive officer obtains coverage from a new employer.

(5)

Represents an arrangement under which, if a named executive officer terminates employment due to disability, the Company will pay the executive an amount equal to the difference between the benefits received by the executive under the Company's short-term disability program and his full salary amount until the Company's long-term disability insurance coverage begins. Payments listed

82

in this column apply only in the event of the named executive officer's termination due to disability.

(6)

If the named executive officer's employment is terminated within one year after a change of control, then the unvested special cash retention bonus amount must be paid. On the other hand, the Board of Directors has the discretion to pay unvested bonus amounts upon a change of control to the extent the change of control constitutes a change in the ownership or effective control of the Company or of a sale of substantially all of the assets of the Company and the Board of Directors makes such payments under all similar plans or arrangements.

(7)

Messrs. Persons and Barrett do not have employment agreements, but are entitled to severance benefits under our general Company severance policy. Based on their current pay grades, in the event of a termination of employment by the Company without cause or in connection with a change of control, Messrs. Persons and Barrett would each be entitled to one years' base salary and one year of continued coverage under our health and welfare plans.

Director Compensation

Name	Fees Earned or Paid in Cash(1)
(a)	(b)
Gregory Josefowicz	$	60,000
Gary Matthews	$	—
Eric Fry	$	—
Eric Kanter	$	—

(1)

External Directors receive an annual cash retainer of $60,000.

Director Compensation

        Compensation for non-employee directors who are not employees of MSPE ("External Directors") generally consists of an annual cash retainer and an initial equity grant. In Fiscal 2009, Mr. Josefowicz was the only director who received any compensation for his service on the Board of Directors.

Discretionary Equity-Based Awards

        We granted Mr. Josefowicz a one-time discretionary stock option grant at the time of his appointment to the Board of Directors.

Annual Compensation

        The only annual compensation paid to External Directors is a cash retainer of $60,000, which is payable in quarterly installments of $15,000.

Compensation Committee Interlocks and Insider Participation

        Our Compensation Committee is currently comprised of Messrs. Matthews, Kanter and Josefowicz. Messrs. Matthews and Josefowicz were each appointed to the Compensation Committee in 2007. Mr. Kanter was appointed to the Compensation Committee in 2009. None of these individuals has been at any time an officer or employee of our Company. During Fiscal 2009, we had no compensation committee "interlocks"—meaning that it was not the case that an executive officer of ours served as a director or member of the compensation committee of another entity and an executive officer of the other entity served as a director or member of our Compensation Committee.

83

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

Policy with Respect to Approval of Related Party Transactions

        Under its charter, our audit committee is responsible for reviewing and approving the terms and conditions of all transactions between us and any employee, officer, director and certain of their family members and other related persons required to be reported under Item 404 of SEC Regulation S-K. In practice, related party transactions are reviewed and approved by directors that do not have a direct or indirect interest in such transaction. We have not adopted written policies and procedures with respect to the approval of related party transactions. Generally, under the agreements governing the notes and the ABL Facility, we are prohibited from entering into transactions with affiliates except upon terms that, taken as a whole, are materially not less favorable to us than could be obtained, at the time of such transaction, in a comparable arm's-length transaction with a person that is not such an affiliate.

Transaction and Monitoring Fee Agreement

        Effective November 30, 2007, we entered into a Transaction and Monitoring Fee Agreement with MSPE and HSBC. We are required to pay annual monitoring fees of approximately $0.8 million to MSPE and approximately $0.2 to HSBC, payable on a quarterly basis. If we do not pay the monitoring fees in a given year, such fees accrue interest at a rate of 10%, compounded quarterly until paid in full. In addition, MSPE has the right to defer payment under the agreement and receive interest at a rate of Prime plus 2% until MSPE demands payment. All amounts deferred must be paid within 30 days of MSPE's demand. MSPE can also elect, upon or in anticipation of an initial public offering or change of control, to receive a lump sum in the amount of the present value of all current and future monitoring fees.

        MSPE and HSBC are entitled to reimbursement for all reasonable out-of-pocket costs and expenses associated with the services under the agreement, including fees and disbursements to professionals, costs of outside services or independent contractors, regulatory filing fees and transportation, per diem, word processing and similar expenses associated with ordinary operations.

Shareholders' Agreement

        Tops Holding Corporation is a party to an Amended and Restated Shareholders' Agreement dated as of January 29, 2010 (the "Shareholders' Agreement"), among MSPE, HSBC and certain other persons named therein. Pursuant to the Shareholders' Agreement, MSPE is permitted to designate all of the members of the Board of Directors of Tops Holding Corporation. Certain actions of the Board of Directors, however, require the prior written consent of HSBC. The Shareholders' Agreement also provides certain tag-along rights, drag-along rights, preemptive rights, a right of first offer and registration rights, each as is customary to agreements of this type.

Transition Services Agreement, Agency Agreement and Interim Operating Agreement with Penn Traffic

        On January 29, 2010, in connection with the Acquisition, we entered into a transition services agreement with Penn Traffic, pursuant to which Penn Traffic was required to provide certain transition services to the acquired stores that we retained, such as finance, management information system, human resources, warehousing and distribution services, for up to 90 days following the closing of the Acquisition. On the same date, we also entered an interim operating agreement, with Penn Traffic and its affiliated debtors and debtors in possession (collectively, the "Debtors"), pursuant to which the Debtors were required to operate certain stores designated by us for up to 90 days following the closing of the Acquisition until such time as we notified the Debtors that we intended to operate those stores on our own behalf, sell them or liquidate them. We also entered into an agency agreement with the Debtors, pursuant to which the Debtors were required to operate certain stores designated by us for up to 90 days following the closing of the Acquisition while we or an agent appointed by us

84

conducted going out of business sales to liquidate such stores. We retained all of the proceeds of such going out of business sales, and we were entitled to all revenue generated by the stores operated pursuant to the interim operating agreement, net of expenses incurred by the Debtors in connection with the operation of such stores, with respect to which we were generally obligated. The terms of the transition services agreement, interim operating agreement and agency agreement were extended pursuant to a letter dated April 28, 2010 and terminated on June 16, 2010 with the exception of certain remaining obligations (including reconciliation of costs and expenses) under the agreements with respect to one store.

Transition Services Agreement with Ahold Affiliate

        In connection with our acquisition led by MSPE in December 2007, we entered into a Transition Services Agreement with an affiliate of Ahold to provide services to us, including services related to accounts receivable and payable, accounting financial reporting, data processing, computer services and telecommunications for our store systems, leveraged lease transactions and corporate functions. Such amounts are included in administrative expenses in our consolidated statements of operations. Payments under the Transition Services Agreement ended in March 2009 when the agreement expired.

Loan to Company Executive

        Tops Markets, LLC made a five-year loan to its Senior Vice President, Chief Operating Officer and Chief Financial Officer, Kevin Darrington, for $245,000 in connection with his relocation. During March 2010, the loan balance and related accrued interest was forgiven upon approval by our Board of Directors. Additionally, in July 2010 Tops provided the executive with an additional amount of $186,879 to account for any taxes he may incur as a result of the loan forgiveness.

85

DESCRIPTION OF OTHER INDEBTEDNESS

The ABL Facility

        The ABL Facility includes a $100.0 million revolving credit facility and an $11.0 million term loan facility, in each case subject to a borrowing base calculation based on specified advance rates against the value of our inventory, pharmacy prescription files and certain accounts receivables. The revolving credit facility will mature on October 9, 2013, and the term loan facility will mature on January 29, 2011.

        The ABL Facility includes a $50.0 million sub-limit for the issuance of letters of credit. Obligations under the ABL Facility are secured by a first-priority interest in the "ABL Priority Collateral" as defined in "Description of the Exchange Notes—Certain Definitions." Under the ABL Facility, Tops Markets, LLC and Tops PT, LLC are borrowers, and the facility is guaranteed on a full and unconditional basis by Tops Holding Corporation and each of its wholly-owned subsidiaries other than the borrowers.

        The ABL Facility contains a fixed charge coverage ratio covenant which only becomes applicable when an event of default under the facility occurs or when excess availability (as defined under such facility) is less than 15% of the maximum amount that may be borrowed under the ABL Facility. The facility also contains other affirmative and negative covenants. There are no credit ratings related triggers in the facility.

        Revolving loans under the ABL Facility, at our option, bear interest at either:

•

A rate equal to LIBOR plus a margin of from 3.5% to 4.0%, determined based on levels of borrowing availability reset each fiscal quarter; or

•

A rate equal to the prime rate (as defined in the ABL Facility) plus a margin of from 2.5% to 3.0%, determined based on levels of borrowing availability reset each fiscal quarter.

        The term loan under the ABL Facility, at our option, bears interest at either:

•

A rate equal to LIBOR plus a margin of 7.5%; or

•

A rate equal to the prime rate (as defined in the ABL Facility) plus a margin of 6.5%.

        The term loan is subject to mandatory prepayment in part on October 1, 2010, so that amounts outstanding thereunder on that date will not exceed $8.25 million.

86

THE EXCHANGE OFFER

Purpose and Effect of Exchange Offer; Registration Rights

        We sold the unregistered notes to the initial purchasers, which included Morgan Stanley & Co. Incorporated and Banc of America Securities LLC and HSBC Securities (USA) Inc., on October 9, 2009 and February 12, 2010. The initial purchasers resold the unregistered notes in reliance on Rule 144A and Regulation S under the Securities Act. In connection with the sale of the unregistered notes, we entered into two registration rights agreements (collectively, the "registration rights agreements") with the initial purchasers. Under the registration rights agreements, we agreed to use our reasonable best efforts, unless prohibited by applicable law or SEC policy, to:

•

file with the SEC a registration statement relating to the exchange offer;

•

cause such registration statement to be declared effective by the SEC under the Securities Act; and

•

consummate the exchange offer on or before October 12, 2010.

        If you participate in the exchange offer, you will, with limited exceptions, receive exchange notes that are freely tradable and not subject to restrictions on transfer. You should read the information below under the heading "—Resale of Exchange Notes" for more information relating to your ability to transfer exchange notes.

        The exchange offer is not being made to, nor will we accept tenders for exchange from, holders of unregistered notes in any jurisdiction in which the exchange offer or the acceptance of the exchange offer would not be in compliance with the securities laws or blue sky laws of such jurisdiction.

        If you are eligible to participate in this exchange offer and you do not tender your unregistered notes as described in this prospectus, you will not have any further registration rights. In that case, your unregistered notes may continue to be subject to restrictions on transfer under the Securities Act.

Shelf Registration

        In the registration rights agreements, we agreed to file a shelf registration statement in certain circumstances, including if:

•

we determine upon advice of counsel that we are not permitted to consummate the exchange offer because the exchange offer is not permitted by applicable law or SEC policy;

•

the exchange offer is not consummated for any reason by October 12, 2010; or

•

prior to October 12, 2010:

•

any initial purchaser so requests with respect to unregistered notes that are not eligible to be exchanged for exchange notes in the exchange offer;

•

any holder of unregistered notes notifies us that (i) it is prohibited by applicable law or SEC policy from participating in the exchange offer, (ii) it may not resell any exchange notes acquired by it from the exchange offer without delivering a prospectus and this prospectus is not appropriate or available for such resales, or (iii) it is a broker-dealer and holds unregistered notes acquired directly from us or one of our affiliates; or

•

in the case of any initial purchaser that participates in the exchange offer or acquires exchange notes, such initial purchaser notifies us that it will not receive freely tradable exchange notes in exchange for unregistered notes constituting any portion of an unsold allotment.

87

        If a shelf registration statement is required, we will use our commercially reasonable best efforts to:

•

file the shelf registration statement with the SEC as promptly as practicable;

•

cause the shelf registration statement to be declared effective by the SEC on or prior to 120 days after such filing obligation arises; and

•

keep the shelf registration statement effective until the earlier of (1) October 9, 2011 and (2) the date that all of the applicable unregistered notes have been sold under the shelf registration statement.

        The shelf registration statement will permit only certain holders to resell their unregistered notes from time to time. In particular, we may require, as a condition to including a holder's unregistered notes in the shelf registration statement, such holder to furnish to us information regarding itself and the proposed disposition by it of its notes as we may from time to time reasonably request in writing.

        If we are required to file a shelf registration statement, we will provide to each holder of unregistered notes that are covered by the shelf registration statement copies of the prospectus that is a part of the shelf registration statement and notify each such holder when the shelf registration statement becomes effective. A holder who sells unregistered notes pursuant to the shelf registration statement will be required to be named as a selling securityholder in the prospectus and to deliver a copy of the prospectus to purchasers. Such holder will be subject to certain of the civil liability provisions under the Securities Act in connection with such sales, and will be bound by the provisions of the registration rights agreement which are applicable to such a holder (including the applicable indemnification obligations).

Additional Interest

        If a registration default (as defined below) occurs, we will be required to pay additional interest to each holder of unregistered notes. During the first 90-day period immediately after the first registration default occurs, we will pay additional interest equal to 0.25% per annum, which will increase by an additional 0.25% per annum during each subsequent 90-day period until all registration defaults are cured, up to a maximum of 1.00% per annum. Such additional interest will accrue only for those days that a registration default occurs and is continuing. At the earlier of (1) the cure of all registration defaults and (2) October 9, 2011, no more additional interest will accrue and the interest rate will revert to the rate otherwise payable under the terms of the notes.

        A "registration default" includes any of the following:

•

we fail to consummate the exchange offer by October 12, 2010;

•

any of shelf registration statement required to be filed is not declared effective by the SEC 120 days after such filing obligation arises; or

•

any registration statement required to be filed has been declared effective but ceases to be effective at any time at which it is required to be effective under the registration rights agreements.

        The exchange offer is intended to satisfy our exchange offer obligations under the registration rights agreements. The exchange notes will not have rights to additional interest as set forth above, upon the consummation of the exchange offer. The above summary of the registration rights agreements is not complete and is subject to, and qualified by reference to, all the provisions of the registration rights agreements. A copy of each registration rights agreement is an exhibit to the registration statement that includes this prospectus.

88

Terms of the Exchange Offer

        Upon the terms and subject to the conditions set forth in this prospectus and in the accompanying letter of transmittal, we are offering to exchange $1,000 principal amount of exchange notes for each $1,000 principal amount of unregistered notes. You may tender some or all of your unregistered notes only in denominations of $2,000 and integral multiples of $1,000 in excess thereof. As of the date of this prospectus, $350 million aggregate principal amount of the unregistered notes are outstanding.

        The terms of the exchange notes to be issued are substantially similar to the unregistered notes, except that the offering of the exchange notes will have been registered under the Securities Act and, therefore, the certificates for the exchange notes will not bear legends restricting their transfer. In addition, the exchange notes will not have registration rights and will not have rights to additional interest. The exchange notes will be issued under and be entitled to the benefits of the indenture pursuant to which the unregistered notes were issued.

        In connection with the issuance of the unregistered notes, we arranged for the unregistered notes to be issued and transferable in book-entry form through the facilities of DTC. The exchange notes will also be issuable and transferable in book-entry form through DTC.

        There will be no fixed record date for determining the eligible holders of the unregistered notes that are entitled to participate in the exchange offer. We will be deemed to have accepted for exchange validly tendered unregistered notes when and if we have given oral (promptly confirmed in writing) or written notice of acceptance to the exchange agent. The exchange agent will act as agent for the tendering holders of unregistered notes for the purpose of receiving exchange notes from us and delivering them to such holders.

        If any tendered unregistered notes are not accepted for exchange because of an invalid tender or the occurrence of certain other events described herein, certificates for any such unaccepted unregistered notes will be returned, without expenses, to the tendering holder thereof as promptly as practicable after the expiration of the exchange offer.

        Holders of unregistered notes who tender in the exchange offer will not be required to pay brokerage commissions or fees or, subject to the instructions in the letter of transmittal, transfer taxes with respect to the exchange of unregistered notes for exchange notes pursuant to the exchange offer. We will pay all charges and expenses, other than certain applicable taxes, in connection with the exchange offer. It is important that you read the section "—Fees and Expenses" below for more details regarding fees and expenses incurred in the exchange offer.

        Any unregistered notes which holders do not tender or which we do not accept in the exchange offer will remain outstanding and continue to accrue interest and may be subject to restrictions on transfer under the Securities Act. We will not have any obligation to register the offer or sale of such unregistered notes under the Securities Act. Holders wishing to transfer unregistered notes would have to rely on exemptions from the registration requirements of the Securities Act.

Conditions of the Exchange Offer

        You must tender your unregistered notes in accordance with the requirements of this prospectus and the letter of transmittal in order to participate in the exchange offer. Notwithstanding any other provision of the exchange offer, or any extension of the exchange offer, we will not be required to accept for exchange any unregistered notes, and may amend or terminate the exchange offer if:

•

the exchange offer, or the making of any exchange by a holder of unregistered notes, violates any applicable law or SEC policy;

89

•

any action or proceeding shall have been instituted or threatened with respect to the exchange offer which, in our reasonable judgment, would impair our ability to proceed with the exchange offer; and

•

any law, rule or regulation or applicable interpretations of the staff of the SEC have been issued or promulgated, which, in our good faith determination, does not permit us to effect the exchange offer.

Expiration Date; Extensions; Amendment; Termination

        The exchange offer will expire 5:00 p.m., New York City time, on                , 2010, unless we, in our sole discretion, extend it. In the case of any extension, we will notify the exchange agent orally (promptly confirmed in writing) or in writing of any extension. We will also notify the registered holders of unregistered notes of the extension no later than 9:00 a.m., New York City time, on the business day after the previously scheduled expiration of the exchange offer.

        To the extent we are legally permitted to do so, we expressly reserve the right, in our sole discretion, to:

•

delay accepting any unregistered senior note;

•

waive any condition of the exchange offer; and

•

amend the terms of the exchange offer in any manner.

        We will give oral or written notice of any non-acceptance or amendment to the registered holders of the unregistered notes as promptly as practicable. If we consider an amendment to the exchange offer to be material, we will promptly inform the registered holders of unregistered notes of such amendment in a reasonable manner.

        If we determine, in our sole discretion, that any of the events or conditions described in "—Conditions of the Exchange Offer" has occurred, we may terminate the exchange offer. We may:

•

refuse to accept any unregistered notes and return to the holders any unregistered notes that have been tendered;

•

extend the exchange offer and retain all unregistered notes tendered prior to the expiration of the exchange offer, subject to the rights of the holders to withdraw their tendered unregistered notes; or

•

waive the condition with respect to the exchange offer and accept all properly tendered unregistered notes that have not been withdrawn.

        If any such waiver constitutes a material change in the exchange offer, we will disclose the change by means of a supplement to this prospectus that will be distributed to each registered holder of unregistered notes, and we will extend the exchange offer for a period of five to ten business days, depending upon the significance of the waiver and the manner of disclosure to the registered holders of the unregistered notes, if the exchange offer would otherwise expire during that period.

        Any determination by us concerning the events described above will be final and binding upon the parties. Without limiting the manner by which we may choose to make public announcements of any extension, delay in acceptance, amendment or termination of the exchange offer, we will have no obligation to publish, advertise, or otherwise communicate any public announcement, other than by making a timely release to a financial news service.

90

Interest on the Exchange Notes

        The unregistered notes accrue interest from and including October 9, 2009. The first interest payment on the unregistered notes was made on April 15, 2010. The exchange notes will accrue interest from and including April 15, 2010. Interest will be paid on the exchange notes semiannually on April 15 and October 15 of each year, commencing October 15, 2010. Holders of unregistered notes that are accepted for exchange will be deemed to have waived the right to receive any payment in respect of interest accrued from the date of the last interest payment date that was made in respect of the unregistered notes until the date of the issuance of the exchange notes. Consequently, holders of exchange notes will receive the same interest payments that they would have received had they not accepted the exchange offer.

Resale of Exchange Notes

        Based upon existing interpretations of the staff of the SEC set forth in several no-action letters issued to third parties unrelated to us, we believe that the exchange notes issued pursuant to the exchange offer for the unregistered notes may be offered for resale, resold and otherwise transferred by you without complying with the registration and prospectus delivery provisions of the Securities Act, provided that:

•

any exchange notes to be received by you will be acquired in the ordinary course of your business;

•

you are not engaged in, do not intend to engage in and have no arrangement or understanding with any person to engage in, the distribution of the unregistered notes or exchange notes;

•

you are not an "affiliate" (as defined in Rule 405 under the Securities Act) of ours or, if you are such an affiliate, you will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable;

•

if you are a broker-dealer, you have not entered into any arrangement or understanding with us or any of our "affiliates" to distribute the exchange notes; and

•

you are not acting on behalf of any person or entity that could not truthfully make these representations.

        If you wish to participate in the exchange offer, you will be required to make these representations to us in the letter of transmittal. If our belief is inaccurate and you transfer any exchange note without delivering a prospectus meeting the requirements of the Securities Act or without an exemption from registration under the Securities Act, you may incur liability under the Securities Act. We do not assume or indemnify you against such liability.

        In addition, if you are a broker-dealer and you will receive exchange notes for your own account in exchange for unregistered notes that were acquired as a result of market-making activities or other trading activities, you will be required to acknowledge that you will deliver a prospectus in connection with any resale of the exchange notes. The letter of transmittal states that by so acknowledging and by delivering a prospectus, you will not be deemed to admit that you are an "underwriter" within the meaning of the Securities Act. The prospectus, as it may be amended or supplemented from time to time, may be used by any broker-dealers in connection with resales of exchange notes received in exchange for unregistered notes. We have agreed to use commercially reasonable efforts to have the registration statement, of which this prospectus forms a part, remain effective until 180 days after                , 2010 for use by the participating broker-dealers. We have also agreed to amend or supplement this prospectus during this 180-day period, if requested by one or more participating broker-dealers, in order to expedite or facilitate such resales.

91

        Upon consummation of the exchange offer, the exchange notes will have different CUSIP and ISIN numbers from the unregistered notes.

Procedures for Tendering

        The term "holder" with respect to the exchange offer means any person in whose name unregistered notes are registered on our agent's books or any other person who has obtained a properly completed bond power from the registered holder, or any person whose unregistered notes are held of record by DTC who desires to deliver such unregistered notes by book-entry transfer at DTC.

        Except in limited circumstances, only a DTC participant listed on a DTC notes position listing with respect to the unregistered notes may tender its unregistered notes in the exchange offer. To tender unregistered notes in the exchange offer:

•

holders of unregistered notes that are DTC participants may follow the procedures for book-entry transfer as provided for below under "—Book-Entry Transfer" and in the letter of transmittal.

        In addition:

•

the exchange agent must receive any corresponding certificate or certificates representing unregistered notes along with the letter of transmittal;

•

the exchange agent must receive, before expiration of the exchange offer, a timely confirmation of book-entry transfer of unregistered notes into the exchange agent's account at DTC according to standard operating procedures for electronic tenders described below and a properly transmitted agent's message described below; or

•

the holder must comply with the guaranteed delivery procedures described below.

        The tender by a holder of unregistered notes will constitute an agreement between such holder and us in accordance with the terms and subject to the conditions set forth in this prospectus and in the letter of transmittal. If less than all the unregistered notes held by a holder of unregistered notes are tendered, a tendering holder should fill in the amount of unregistered notes being tendered in the specified box on the letter of transmittal. The entire amount of unregistered notes delivered to the exchange agent will be deemed to have been tendered unless otherwise indicated.

        The method of delivery of unregistered notes, the letter of transmittal and all other required documents or transmission of an agent's message, as described under "—Book Entry Transfer," to the exchange agent is at the election and risk of the holder. Instead of delivery by mail, we recommend that holders use an overnight or hand delivery service. In all cases, sufficient time should be allowed to assure timely delivery prior to the expiration of the exchange offer. No letter of transmittal or unregistered notes should be sent to us but must instead be delivered to the exchange agent. Delivery of documents to DTC in accordance with their procedures will not constitute delivery to the exchange agent.

        If you are a beneficial owner of unregistered notes that are registered in the name of a broker, dealer, commercial bank, trust company or other nominee and you wish to tender your unregistered notes, you should contact the registered holder promptly and instruct the registered holder to tender on your behalf. If you wish to tender on your own behalf, you must, prior to completing and executing the letter of transmittal and delivering your unregistered notes, either:

•

make appropriate arrangements to register ownership of the unregistered notes in your name; or

•

obtain a properly completed bond power from the registered holder.

92

        The transfer of record ownership may take considerable time and might not be completed prior to the expiration date.

        Signatures on a letter of transmittal or a notice of withdrawal as described in "—Withdrawal of Tenders" below, as the case may be, must be guaranteed by a member firm of a registered national securities exchange or the Financial Industry Regulatory Authority, Inc., a commercial bank or trust company having an office or correspondent in the United States or an "eligible guarantor institution" within the meaning of Rule 17Ad-15 under the Exchange Act, unless the unregistered notes tendered pursuant thereto are tendered:

•

by a registered holder who has not completed the box entitled "Special Registration Instructions" or "Special Delivery Instructions" in the letter of transmittal; or

•

for the account of an eligible institution.

        If the letter of transmittal is signed by a person other than the registered holder of any unregistered notes listed therein, the unregistered notes must be endorsed or accompanied by appropriate bond powers which authorize the person to tender the unregistered notes on behalf of the registered holder, in either case signed as the name of the registered holder or holders appears on the unregistered notes. If the letter of transmittal or any unregistered notes or bond powers are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, such persons should so indicate when signing and, unless waived by us, evidence satisfactory to us of their authority to so act must be submitted with the letter of transmittal.

        We will determine in our sole discretion all the questions as to the validity, form, eligibility (including time of receipt), acceptance and withdrawal of the tendered unregistered notes. Our determinations will be final and binding. We reserve the absolute right to reject any and all unregistered notes not validly tendered or any unregistered notes the acceptance of which would, in the opinion of our counsel, be unlawful. We reserve the absolute right to waive any irregularities or conditions of tender as to particular unregistered notes. Our interpretation of the terms and conditions of the exchange offer (including the instructions in the letter of transmittal) will be final and binding on all parties. Unless waived, any defects or irregularities in connection with tenders of unregistered notes must be cured within such time as we will determine. Neither we, the exchange agent nor any other person shall be under any duty to give notification of defects or irregularities with respect to tenders of unregistered notes nor shall any of them incur any liability for failure to give such notification. Tenders of unregistered notes will not be deemed to have been made until such irregularities have been cured or waived. Any unregistered notes received by the exchange agent that are not properly tendered and as to which the defects or irregularities have not been cured or waived will be returned without cost by the exchange agent to the tendering holder of such unregistered notes, unless otherwise provided in the letter of transmittal, as soon as practicable following the expiration date of the exchange offer.

        In addition, we reserve the right in our sole discretion to (1) purchase or make offers for any unregistered notes that remain outstanding subsequent to the expiration date, and (2) to the extent permitted by applicable law, purchase unregistered notes in the open market, in privately negotiated transactions or otherwise. The terms of any such purchases or offers may differ from the terms of the exchange offer.

Book-Entry Transfer

        We understand that the exchange agent will make a request promptly after the date of this document to establish an account with respect to the unregistered notes at DTC for the purpose of facilitating the exchange offer. Any financial institution that is a participant in DTC's system may make book-entry delivery of unregistered notes by causing DTC to transfer such unregistered notes into the

93

exchange agent's DTC account in accordance with DTC's Automated Tender Offer Program procedures for such transfer. The exchange for tendered unregistered notes will only be made after a timely confirmation of a book-entry transfer of the unregistered notes into the exchange agent's account at DTC, and timely receipt by the exchange agent of an agent's message.

        The term "agent's message" means a message, transmitted by DTC and received by the exchange agent and forming part of the confirmation of a book-entry transfer, which states that DTC has received an express acknowledgment from a participant tendering unregistered notes and that such participant has received an appropriate letter of transmittal and agrees to be bound by the terms of the letter of transmittal, and we may enforce such agreement against the participant. Delivery of an agent's message will also constitute an acknowledgment from the tendering DTC participant that the representations contained in the appropriate letter of transmittal and described above are true and correct.

Guaranteed Delivery Procedures

        Holders who wish to tender their unregistered notes and (1) whose unregistered notes are not immediately available, or (2) who cannot deliver their unregistered notes, the letter of transmittal, or any other required documents to the exchange agent prior to the expiration date, or if such holder cannot complete DTC's standard operating procedures for electronic tenders before expiration of the exchange offer, may tender their unregistered notes if:

•

the tender is made through an eligible institution;

•

before expiration of the exchange offer, the exchange agent receives from the eligible institution either a properly completed and duly executed notice of guaranteed delivery in the form accompanying this prospectus, by facsimile transmission, mail or hand delivery, or a properly transmitted agent's message in lieu of notice of guaranteed delivery:

•

setting forth the name and address of the holder and the certificate number or numbers of the unregistered notes tendered and the principal amount of unregistered notes tendered;

•

stating that the tender offer is being made by guaranteed delivery; and

•

guaranteeing that, within three (3) business days after expiration of the exchange offer, the letter of transmittal, or facsimile of the letter of transmittal, together with the unregistered notes tendered and any other documents required by the letter of transmittal or, alternatively, a book-entry confirmation will be deposited by the eligible institution with the exchange agent; and

•

the exchange agent receives the properly completed and executed letter of transmittal, or facsimile of the letter of transmittal, as well as all tendered unregistered notes in proper form for transfer and all other documents required by the letter of transmittal or, alternatively, a book-entry confirmation, within three (3) business days after expiration of the exchange offer.

        Upon request to the exchange agent, a notice of guaranteed delivery will be sent to holders who wish to tender their unregistered notes according to the guaranteed delivery procedures set forth above.

Withdrawal of Tenders

        Except as otherwise provided herein, tenders of unregistered notes may be withdrawn at any time prior to 5:00 p.m., New York City time, on                , 2010, the expiration date of the exchange offer.

        For a withdrawal to be effective:

•

the exchange agent must receive a written notice of withdrawal, which may be by, facsimile transmission or letter, at the address set forth below under "Exchange Agent"; or

94

•

for DTC participants, holders must comply with their respective standard operating procedures for electronic tenders and the exchange agent must receive an electronic notice of withdrawal from DTC.

        Any notice of withdrawal must:

•

specify the name of the person who tendered the unregistered notes to be withdrawn;

•

identify the unregistered notes to be withdrawn, including the certificate number or numbers and principal amount to be withdrawn;

•

be signed by the person who tendered the unregistered notes in the same manner as the original signature on the letter of transmittal, including any required signature guarantees; and

•

specify the name in which the unregistered notes are to be re-registered, if different from that of the withdrawing holder.

        If unregistered notes have been tendered pursuant to the procedure for book-entry transfer described above, any notice of withdrawal must specify the name and number of the account at DTC to be credited with the withdrawn unregistered notes and otherwise comply with the procedures of the facility. We will determine all questions as to the validity, form and eligibility (including time of receipt) for such withdrawal notices, and our determination shall be final and binding on all parties. Any unregistered notes so withdrawn will be deemed not to have been validly tendered for purposes of the exchange offer, and no exchange notes will be issued with respect thereto unless the unregistered notes so withdrawn are validly re-tendered. Properly withdrawn unregistered notes may be re-tendered by following the procedures described above under "Procedures for Tendering" at any time prior to the expiration date.

Consequences of Failure to Exchange

        If you do not tender your unregistered notes to be exchanged in this exchange offer, they will remain "restricted securities" within the meaning of Rule 144(a)(3) of the Securities Act.

        Accordingly, they:

•

may be resold only if (1) registered pursuant to the Securities Act, (2) an exemption from registration is available or (3) neither registration nor an exemption is required by law; and

•

shall continue to bear a legend restricting transfer in the absence of registration or an exemption therefrom.

        As a result of the restrictions on transfer of the unregistered notes, as well as the availability of the exchange notes, the unregistered notes are likely to be much less liquid than before the exchange offer.

Exchange Agent

        U.S. Bank National Association has been appointed as the exchange agent for the exchange of the unregistered notes. Questions and requests for assistance relating to the exchange of the unregistered notes should be directed to the exchange agent addressed as follows:

By Mail, Hand, Courier or Overnight Delivery:

U.S. Bank National Association
West Side Flats Operations Center
Attn.: Specialized Finance
60 Livingston Avenue
Mail Station—EP-MN-WS2N
St. Paul, Minnesota 55107-2292

95

By Facsimile (Eligible Institutions Only):

(651) 495-8158

For Information or Confirmation by Telephone:

(651) 495-3511

Fees and Expenses

        We will bear the expenses of soliciting tenders pursuant to the exchange offer. The principal solicitation for tenders pursuant to the exchange offer is being made by mail. Additional solicitations may be made by our officers and regular employees and our affiliates in person or by telephone.

        We will not make any payments to brokers, dealers or other persons soliciting acceptances of the exchange offer. We, however, will pay the exchange agent reasonable and customary fees for its services and will reimburse the exchange agent for its related reasonable out-of-pocket expenses and accounting and legal fees. We may also pay brokerage houses and other custodians, nominees and fiduciaries the reasonable out-of-pocket expenses incurred by them in forwarding copies of this prospectus, letters of transmittal and related documents to the beneficial owners of the unregistered notes and in handling or forwarding tenders for exchange.

        We will pay all transfer taxes, if any, applicable to the exchange of unregistered notes pursuant to the exchange offer. The tendering holder, however, will be required to pay any transfer taxes, whether imposed on the registered holder or any other person, if:

•

certificates representing exchange notes or unregistered notes for principal amounts not tendered or accepted for exchange are to be delivered to, or are to be registered or issued in the name of, any person other than the registered holder of the exchange notes tendered;

•

tendered notes are registered in the name of any person other than the person signing the letter of transmittal; or

•

a transfer tax is imposed for any reason other than the exchange of unregistered notes under the exchange offer.

        If satisfactory evidence of payment of such taxes or exemption therefrom is not submitted with the letter of transmittal, the amount of such transfer taxes will be billed directly to such tendering holder.

Accounting Treatment

        We will record the exchange notes in our accounting records at the same carrying value as the unregistered notes, which is the aggregate principal amount as reflected in our accounting records on the date of exchange. Accordingly, we will not recognize any gain or loss for accounting purposes upon the consummation of the exchange offer. The exchange offer costs will be amortized as part of deferred financing costs over the life of the exchange notes.

96

DESCRIPTION OF THE EXCHANGE NOTES

        The exchange notes will be issued under an indenture dated as of October 9, 2009 among Tops Holding Corporation and Tops Markets, LLC, as issuers, the Guarantors set forth below and U.S. Bank National Association, as trustee (the "Trustee"), as supplemented by a supplemental indenture dated as of January 29, 2010, and as further supplemented by a second supplemental indenture dated as of February 12, 2010 (collectively, the "Indenture"). The terms of the exchange notes include those stated in the Indenture and those made a part of the Indenture by reference to the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act"). The unregistered notes were also issued under the Indenture.

        The following description is a summary of the material provisions of the Indenture, the Intercreditor Agreement and the Security Agreement. It does not restate those agreements in their entirety. We urge you to read the Indenture, the Intercreditor Agreement and the Security Agreement, each filed as an exhibit to the registration statement that includes this prospectus, because they define your rights. For definitions of certain capitalized terms used in the following summary, see "—Certain Definitions." For purposes of this "Description of the Exchange Notes," references to the "Company" refer only to Tops Holding Corporation and not to any of its subsidiaries; "Tops Markets" refers only to Tops Markets, LLC, a wholly-owned subsidiary of the Company; the "Issuers," "we," "our," and "us" refer only to the Company and Tops Markets and not to any of their consolidated subsidiaries; the "Notes" refers to the exchange notes offered by this prospectus, any unregistered notes that are outstanding after the exchange offer is completed and any Additional Notes (as defined below).

Maturity, Principal and Interest

        The Notes will mature on October 15, 2015. Upon completion of the exchange offer, $350 million aggregate principal amount of Notes will remain outstanding, subject to our ability to issue additional notes ("Additional Notes") in an unlimited principal amount to the extent permitted by "—Certain Covenants—Limitation on Indebtedness" and "—Certain Covenants—Limitation on Liens." The Notes and any Additional Notes will be substantially identical other than the issuance dates, offering price, transfer restrictions and, in certain circumstances, the date from which interest will accrue. The Notes and any Additional Notes will be treated as a single class of notes under the Indenture and will vote together with any Notes as provided in the Indenture. The Additional Notes will be secured, equally and ratably with the Notes and any other Permitted Additional Pari Passu Obligations, by the Note Lien on the Collateral described below under the caption "—Security."

        The Notes will be senior secured obligations of the Issuers. Each Note will bear interest at the rate of 10.125% per annum. The exchange notes will accrue interest from April 15, 2010 or from the most recent interest payment date on which interest has been paid. Interest on the Notes will payable semiannually in arrears on April 15 and October 15 of each year. The first interest payment date of the exchanges notes will be October 15, 2010.

        The Issuers will pay interest to the Person in whose name the Note (or any predecessor Note) is registered at the close of business on April 1 or October 1 immediately preceding the relevant interest payment date. Interest will be computed on the basis of a 360-day year comprised of twelve 30-day months.

        The Notes will be issued only in fully registered form without coupons, in denominations of $2,000 and any integral multiple of $1,000 in excess thereof. No service charge will be made for any registration of transfer, exchange or redemption of Notes, except in certain circumstances for any tax or other governmental charge that may be imposed.

        Settlement for the Notes will be made in same-day funds. All payments of principal and interest will be made by the Issuers in same day funds. The Notes will trade in the Same-Day Funds Settlement

97

System of The Depository Trust Company (the "Depositary" or "DTC") until maturity, and secondary market trading activity for the Notes will therefore settle in same day funds.

Guarantees

        Payment of the Notes will be guaranteed by the Guarantors, jointly and severally, on a senior secured basis. On the date of issuance of the exchange notes, each of the Company's Subsidiaries (other than Tops Markets) has guaranteed the exchange notes. Following the date of issuance of the exchange notes, additional Restricted Subsidiaries of the Company will be required to become Guarantors to the extent set forth under "—Certain Covenants—Additional Guarantees."

        If the Issuers default in the payment of the principal of, premium, if any, or interest on the Notes, each of the Guarantors will be jointly and severally obligated to pay the principal of, premium, if any, and interest on the Notes.

        The obligations of each Guarantor under its Guarantee are limited to the maximum amount which, after giving effect to all other contingent and fixed liabilities of such Guarantor, and after giving effect to any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Guarantee or pursuant to its contribution obligations under the Indenture, will result in the obligations of such Guarantor under its Guarantee not constituting a fraudulent conveyance or fraudulent transfer under Federal or state law. See "Risk Factors—Risks Related to the Exchange Notes and the Exchange Offer—Fraudulent conveyance laws may permit courts to void the subsidiary guarantees of the exchange notes in specific circumstances, which would interfere with the payment of the subsidiary guarantees and realization upon collateral owned by the guarantors."

        In certain circumstances a Guarantee of a Guarantor may be released pursuant to the provisions of subsection (b) under "—Certain Covenants—Additional Guarantees." Upon any release of a Guarantor from its Guarantee, such Guarantor shall also be automatically and unconditionally released from its obligations under the Security Documents. The Issuers also may, at any time at their option, cause any Restricted Subsidiary to become a Guarantor.

Ranking

        The Notes and the Guarantees will be senior secured obligations of the Issuers and the Guarantors and will rank:

•

equal in right of payment with any senior Indebtedness of the Issuers and the Guarantors;

•

senior in right of payment to any Indebtedness of the Issuers and the Guarantors that is expressly subordinated to the Notes and the Guarantees;

•

effectively senior to any unsecured Indebtedness or Indebtedness with a junior lien to the lien on the Collateral (as defined under "—Security") securing the Notes and the Guarantees to the extent of the value of the Collateral;

•

effectively junior to any secured Indebtedness which is either secured by assets that are not Collateral or which is secured by a prior lien on the Collateral, including the Indebtedness under the Credit Agreement with respect to the ABL Priority Collateral, in each case, to the extent of the value of the assets securing such Indebtedness; and

•

effectively junior to all obligations of any Subsidiary of an Issuer that is not a Guarantor.

        As of April 24, 2010, the Issuers and the Guarantors had $539.2 million of secured Indebtedness and capitalized lease obligations outstanding (excluding $11.7 million of outstanding secured letters of credit).

98

        These amounts do not include $88.3 million that the Issuers would have had available for borrowing, subject to borrowing base availability, under the Credit Agreement.

Security

        The obligations of the Issuers with respect to the Notes, the obligations of the Guarantors under the Guarantees, and the performance of all other obligations of the Issuers and the Guarantors under the Senior Secured Note Documents are secured equally and ratably (together with any other Permitted Additional Pari Passu Obligations) by (i) second-priority security interests, subject to certain Permitted Liens, in the ABL Priority Collateral (other than Excluded Assets) and (ii) first-priority security interests, subject to certain Permitted Liens, in the following assets of the Issuers and the Guarantors, in each case whether now owned or hereafter acquired (other than Excluded Assets) (the "Notes Priority Collateral" and, together with the ABL Priority Collateral, the "Collateral"):

•

all of the Capital Stock held by the Issuers and the Guarantors (which, in the case of any equity interest in any Foreign Subsidiary, will be limited to 100% of the non-voting stock (if any) and 65% of the voting stock of such Foreign Subsidiary);

•

the Company's warehouse distribution facility in Lancaster, New York and owned real property acquired after the date of issuance of the exchange notes by the Issuers or any Guarantor in fee simple with an individual Fair Market Value (measured at the time of acquisition thereof) in excess of $5.0 million (except to the extent subject to a Lien permitted by clause (d), (g), (j) or (p) (as it relates to any of the foregoing) of the definition of "Permitted Liens" to the extent the documentation relating to such Lien prohibits the granting of a Lien thereon to secure the Indenture Obligations and any Permitted Additional Pari Passu Obligations);

•

equipment;

•

patents, trademarks and copyrights;

•

the Collateral Account and all Trust Monies;

•

general intangibles, instruments, books and records and supporting obligations related to the foregoing and proceeds of the foregoing (in each case, except to the extent constituting ABL Priority Collateral); and

•

substantially all of the other tangible and intangible assets of the Issuers and the Guarantors, other than (i) the ABL Priority Collateral and (ii) Excluded Assets.

        "Excluded Assets" will include, among other things, the following assets of the Issuers and the Guarantors:

          (i)  assets located outside the United States to the extent a Lien on such assets cannot be perfected by the filing of UCC financing statements in the jurisdictions of organization of the Issuers and the Guarantors;

         (ii)  assets subject to Liens pursuant to clause (a), (d), (g), (j) or (p) (as it relates to any of the foregoing) of the definition of "Permitted Liens" to the extent the documentation relating to such Liens prohibit such assets from being Collateral and only for so long as such Liens remain outstanding;

        (iii)  (x) the voting Capital Stock of Foreign Subsidiaries in excess of 65% of the voting rights of all such Capital Stock in each such Foreign Subsidiary and (y) any Capital Stock of a Person that is not a Subsidiary of an Issuer to the extent that a pledge of such Capital Stock is prohibited by such Person's organizational documents or any shareholders agreement or joint venture agreement relating to such Capital Stock;

99

        (iv)  any owned real property with an individual Fair Market Value (measured at the Issue Date, if owned on the Issue Date, or at the time of acquisition thereof, if acquired after the Issue Date) not in excess of $5.0 million, and all of the Issuers' and the Guarantors' right, title and interest in any leasehold or other non-fee simple interest in any real property (whether owned on the Issue Date or acquired following the Issue Date (other than the warehouse distribution facility located in Lancaster, New York));

         (v)  aircraft, motor vehicles and other assets subject to certificates of title to the extent that a Lien therein cannot be perfected by the filing of UCC financing statements in the jurisdictions of organization of the Issuers and the Guarantors;

        (vi)  any property to the extent that the grant of a security interest therein would violate applicable law, require a consent not obtained of any governmental authority, or constitute a breach of or default under, or result in the termination of or require a consent not obtained under, any contract, lease, license or other agreement evidencing or giving rise to such property, or result in the invalidation thereof or provide any party thereto with a right of termination;

       (vii)  any Capital Stock or other securities of any Subsidiary of the Company in excess of the maximum amount of such Capital Stock or securities that could be included in the Collateral without creating a requirement pursuant to Rule 3-16 of Regulation S-X under the Securities Act for separate financial statements of such Subsidiary to be included in filings by the Company with the SEC;

      (viii)  (a) deposit accounts the balance of which consists exclusively of withheld income taxes, employment taxes, or amounts required to be paid over to certain employee benefit plans, and (b) segregated deposit accounts constituting and the balance of which consists solely of funds set aside in connection with tax, payroll and trust accounts;

        (ix)  any intellectual property if the grant of a security interest therein would result in the invalidation of the grantor's interest therein;

         (x)  certain other assets, including Farm Products and As-Extracted Collateral; and

        (xi)  proceeds and products of any and all of the foregoing excluded assets described in clauses (i) through (x) above only to the extent such proceeds and products would constitute property or assets of the type described in clauses (i) through (x) above.

        For the avoidance of doubt, no assets of any Subsidiary of the Company that is not an Issuer or a Guarantor (including any Capital Stock owned by any such Subsidiary) shall constitute Collateral.

        The Collateral is pledged pursuant to a security agreement, dated as of the Issue Date, among the Issuers, the Guarantors and the Collateral Agent (as amended, modified, restated, supplemented or replaced from time to time in accordance with its terms, the "Security Agreement"), and one or more mortgages, deeds of trust or deeds to secure Indebtedness (the "Mortgages") or other grants or transfers for security executed and delivered by the Issuers or the applicable Guarantor to the Collateral Agent for the benefit of the Collateral Agent, the Trustee, the holders of the Notes and the holders of any Permitted Additional Pari Passu Obligations.

        So long as no Event of Default and no event of default under any Permitted Additional Pari Passu Obligations has occurred and is continuing, and subject to certain terms and conditions, the Issuers and the Guarantors are entitled to exercise any voting and other consensual rights pertaining to all Capital Stock pledged pursuant to the Security Agreement and to remain in possession and retain exclusive control over the Collateral (other than as set forth in the Security Documents), to operate the Collateral, to alter or repair the Collateral and to collect, invest and dispose of any income thereon. Upon the occurrence of an Event of Default and any Permitted Additional Pari Passu Obligations and

100

to the extent permitted by law and following notice by the Collateral Agent to the Issuers and the Guarantors:

        (1)   all of the rights of the Issuers and the Guarantors to exercise voting or other consensual rights with respect to all Capital Stock included in the Collateral shall cease, and all such rights shall become vested, subject to the terms of the Intercreditor Agreement, in the Collateral Agent, which, to the extent permitted by law, shall have the sole right to exercise such voting and other consensual rights; and

        (2)   the Collateral Agent may, subject to the terms of the Intercreditor Agreement, take possession of and sell the Collateral or any part thereof in accordance with the terms of the Security Documents.

        Upon the occurrence and during the continuance of an Event of Default or an event of default under any Permitted Additional Pari Passu Obligations, the Collateral Agent will be permitted, subject to applicable law and the terms of the Intercreditor Agreement, to exercise remedies and sell the Collateral under the Security Documents only at the direction of the holders of a majority of the Notes and any Permitted Additional Pari Passu Obligations voting as a single class.

Intercreditor Agreement

        The Collateral Agent (in its capacity as Trustee and Collateral Agent), on behalf of the holders of Notes and the holders of any Permitted Additional Pari Passu Obligations, the ABL Facility Collateral Agent, on behalf of the holders of the ABL Obligations, the Issuers and the Guarantors, are parties to an intercreditor agreement (the "Intercreditor Agreement"), dated as of the Issue Date, that sets forth the relative priority of the ABL Liens and the Note Liens, as well as certain other rights, priorities and interests of the holders of the Notes and any Permitted Additional Pari Passu Obligations and the holders of the ABL Obligations. The Intercreditor Agreement provides, among other things:

        Lien Priority and Similar Liens.    Notwithstanding the time, order or method of creation or perfection of any ABL Obligations, ABL Liens, obligations under the Notes or any Permitted Additional Pari Passu Obligations or the Note Liens, (i) the ABL Liens on the ABL Priority Collateral will rank senior to any Note Liens on the ABL Priority Collateral and (ii) the Note Liens on the Notes Priority Collateral will rank senior to any ABL Liens on the Notes Priority Collateral. Except as specified in clause (vii) of the definition of "Excluded Assets", the collateral of the Issuers and the Guarantors for the ABL Obligations and the Notes and any Permitted Additional Pari Passu Obligations will at all times be the same.

        Prohibition on Contesting Liens and Obligations.    No holder of any Note or Permitted Additional Pari Passu Obligations may contest the validity or enforceability of the ABL Liens or the ABL Obligations, and no holder of any ABL Obligations may contest the validity or enforceability of the Note Liens, the Notes or any Permitted Additional Pari Passu Obligations.

        Exercise of Remedies and Release of Liens.    For a period of 270 days (subject to extension for any period during which the ABL Facility Collateral Agent is diligently pursuing remedies against the ABL Priority Collateral or is prohibited by applicable law from pursuing such remedies) commencing on the later of (x) the acceleration of obligations under the Notes or any Permitted Additional Pari Passu Obligations and (y) the ABL Facility Collateral Agent receiving notice of acceleration from the Collateral Agent, the ABL Facility Collateral Agent will have the sole power to exercise remedies against the ABL Priority Collateral (subject to the right of the Collateral Agent and the holders of Notes and Permitted Additional Pari Passu Obligations to take limited protective measures with respect to the Note Liens and to take certain actions that would be permitted to be taken by unsecured creditors) and to foreclose upon and dispose of the ABL Priority Collateral. For a period of 270 days (subject to extension for any period during which the Collateral Agent is diligently pursuing remedies

101

against the Notes Priority Collateral or is prohibited by applicable law from pursuing such remedies) commencing on the later of (x) the acceleration of the ABL Obligations and (y) the Collateral Agent receiving notice of acceleration from the ABL Facility Collateral Agent, the Collateral Agent will have the sole power to exercise remedies against the Notes Priority Collateral (subject to the right of the ABL Facility Collateral Agent and the holders of ABL Obligations to take limited protective measures and certain actions permitted to be taken by unsecured creditors) and to foreclose upon and dispose of the Notes Priority Collateral. Upon (x) any disposition of any ABL Priority Collateral in connection with any enforcement action or, following an event of default under the ABL Facility, certain other sales consented to by the ABL Facility Agent including in connection with "going out of business" sales or (y) any disposition of ABL Priority Collateral permitted by the documents governing the ABL Obligations, the Indenture, any agreement governing Permitted Additional Pari Passu Obligations and the Security Documents, in each case, which results in the release of the ABL Lien on such item of ABL Priority Collateral, the Note Lien on such item of ABL Priority Collateral will be automatically released. Upon (x) any disposition of any Notes Priority Collateral in connection with any enforcement action or (y) any disposition of Notes Priority Collateral permitted by the documents governing the ABL Obligations, the Indenture, any agreement governing Permitted Additional Pari Passu Obligations and the Security Documents, in each case, which results in the release of the Note Lien on such item of Notes Priority Collateral, the ABL Lien on such item of Notes Priority Collateral will be automatically released.

        ABL Facility Collateral Agent's Access and Use Rights.    The Collateral Agent will permit the ABL Facility Collateral Agent to have access to and use of certain items of Notes Priority Collateral prior to, and for a period of up to 270 days (subject to extension during periods when the ABL Facility Collateral Agent is prohibited by law from exercising such rights) following, the foreclosure upon or taking possession of such item of Notes Priority Collateral by the Collateral Agent in order to facilitate the ABL Facility Collateral Agent's exercise of remedies with respect to the ABL Priority Collateral.

        Tracing of Collateral and Treatment of Cash.    Prior to the issuance of a notice of default by the ABL Facility Collateral Agent or the Collateral Agent or an insolvency or liquidation proceeding, whether any asset was acquired with "proceeds" (within the meaning of the UCC) of ABL Priority Collateral or Notes Priority Collateral will be disregarded for purposes of determining whether such asset constitutes ABL Priority Collateral or Notes Priority Collateral.

        Application of Proceeds and Turn-Over Provisions.    In connection with any enforcement action with respect to the Collateral or any insolvency or liquidation proceeding, all proceeds of (x) ABL Priority Collateral will first be applied to the repayment of all ABL Obligations before being applied to any obligations under the Notes or any Permitted Additional Pari Passu Obligations and (y) Notes Priority Collateral will first be applied to the repayment of all obligations under the Notes and any Permitted Additional Pari Passu Obligations before being applied to any ABL Obligations. If any holder of a Note, Permitted Additional Pari Passu Obligation or ABL Obligation receives any proceeds of Collateral in contravention of the foregoing, such proceeds will be turned over to the Collateral Agent or ABL Priority Collateral Agent, as applicable, for application in accordance with the foregoing.

        Amendment and Refinancings.    The ABL Obligations, the Indenture Obligations and any Permitted Additional Pari Passu Obligations may be amended or refinanced in accordance with the Credit Agreement, the Indenture and documents governing such Permitted Additional Pari Passu Obligations, and subject to continuing rights and obligations of the holders of such refinancing Indebtedness under the Intercreditor Agreement.

Certain Matters in Connection with Liquidation and Insolvency Proceedings.

        Debtor-in-Possession Financings.    In connection with any insolvency or liquidation proceeding of an Issuer or any Guarantor, the ABL Facility Collateral Agent may consent to certain debtor-in-possession

102

financings secured by a Lien on the ABL Priority Collateral ranking prior to the Note Lien on such ABL Priority Collateral or to the use of cash collateral constituting proceeds of ABL Priority Collateral without the consent of any holder of Notes or Permitted Additional Pari Passu Obligations, and no holder of a Note or Permitted Additional Pari Passu Obligation shall be entitled to object to such use of cash collateral or debtor-in-possession financing or seek "adequate protection" in connection therewith (other than in the form of a junior lien on any additional items of collateral for the ABL Obligations which are granted in connection with such debtor-in-possession financing or use of cash collateral).

        Relief from Automatic Stay; Bankruptcy Sales and Post-Petition Interest.    No holder of a Note or any Permitted Additional Pari Passu Obligation may (x) seek relief from the automatic stay with respect to any ABL Priority Collateral, (y) object to any sale of any ABL Priority Collateral or any motion seeking relief from the automatic stay in any insolvency or liquidation proceeding, in each case which has been supported by the holders of ABL Obligations or (z) object to any claim of any holder of ABL Obligations to post-petition interest to the extent of its ABL Lien on the ABL Priority Collateral. No holder of any ABL Obligation may (x) seek relief from the automatic stay with respect to any Notes Priority Collateral, (y) object to any sale of any Notes Priority Collateral or any motion seeking relief from the automatic stay with respect to the Notes Priority Collateral in any insolvency or liquidation proceeding, in each case, which is supported by the holders of the Notes and Permitted Additional Pari Passu Obligations or (z) object to any claim of any holder of Notes or Permitted Additional Pari Passu Obligations to post-petition interest to the extent of its Note Lien on the Notes Priority Collateral.

        Adequate Protection.    No holder of a Note or any Permitted Additional Pari Passu Obligations may (i) except as expressly provided above, seek adequate protection on account of its Note Lien on the ABL Priority Collateral other than in the form of junior priority liens or (ii) object to any request by the holders of ABL Obligations for adequate protection on account of the ABL Priority Collateral (other than payments from proceeds of Notes Priority Collateral). No holder of any ABL Obligation may (i) seek adequate protection on account of its ABL Lien on the Notes Priority Collateral other than in the form of junior priority liens or (ii) object to any request by the holders of Notes or Permitted Additional Pari Passu Obligations for adequate protection on account of the Notes Priority Collateral (other than payments from the proceeds of ABL Priority Collateral).

        Plans of Reorganization.    Neither the ABL Facility Collateral Agent, the Collateral Agent nor any holder of any ABL Obligations, Notes or Permitted Additional Pari Passu Obligations may support any plan of reorganization in any insolvency or liquidation proceeding which contravenes the intercreditor provisions described above (unless consented to by the ABL Facility Collateral Agent or the Collateral Agent, as applicable, representing the holders of the Liens entitled to the benefit of such contravened intercreditor provisions).

Use and Release of Collateral

        Unless an Event of Default shall have occurred and be continuing and the Collateral Agent shall have commenced enforcement of remedies under the Security Documents, except as noted below with respect to Trust Monies or to the extent otherwise provided in the Credit Agreement or other documentation governing the ABL Obligations, the Issuers will have the right to remain in possession and retain exclusive control of the Collateral, to freely operate the Collateral and to collect, invest and dispose of any income thereon.

103

Release of Collateral

        The Indenture and the Security Documents provide that the Note Liens will automatically and without the need for any further action by any Person be released:

        (1)   in whole or in part, as applicable, as to all or any portion of property subject to such Note Liens which has been taken by eminent domain, condemnation or other similar circumstances;

        (2)   in whole upon:

        (a)   satisfaction and discharge of the Indenture as set forth below under "—Satisfaction and Discharge"; or

        (b)   a legal defeasance or covenant defeasance of the Indenture as described below under "—Defeasance or Covenant Defeasance of Indenture";

        (3)   in part, as to any property that (a) is sold, transferred or otherwise disposed of by an Issuer or any Guarantor (other than to an Issuer or another Guarantor) in a transaction not prohibited by the Indenture at the time of such sale, transfer or disposition or (b) is owned or at any time acquired by a Guarantor that has been released from its Guarantee pursuant to paragraph (b) of "—Certain Covenants—Additional Guarantees," concurrently with the release of such Guarantee;

        (4)   as to property that constitutes all or substantially all of the Collateral securing the Notes, with the consent of holders of at least 75% in aggregate principal amount of the Notes then outstanding;

        (5)   as to property that constitutes less than all or substantially all of the Collateral securing the Notes, with the consent of the holders of at least a majority in aggregate principal amount of the Notes then outstanding; and

        (6)   in part, in accordance with the applicable provisions of the Security Documents and as described above with respect to the Intercreditor Agreement.

        The Indenture provides that, to the extent applicable, the Company will comply with the provisions of the Trust Indenture Act Section 314(b) after qualification of the Indenture pursuant to the Trust Indenture Act.

        The Indenture provides that, to the extent applicable, the Company will cause Trust Indenture Act Section 313(b), relating to reports, and Trust Indenture Act Section 314(d), relating to the release of property or securities or relating to the substitution therefore of any property or securities to be subjected to the Lien of the Security Documents, to be complied with after qualification of the Indenture pursuant to the Trust Indenture Act. Any certificate or opinion required by Trust Indenture Act Section 314(d) may be made by an officer of the Company except in cases where Trust Indenture Act Section 314(d) requires that such certificate or opinion be made by an independent Person, which Person will be an independent appraiser or other expert selected by the Company and reasonably satisfactory to the Trustee. Notwithstanding anything to the contrary in this paragraph, the Company will not be required to comply with all or any portion of Trust Indenture Act Section 314(d) if it determines, in good faith based on advice of counsel, that under the terms of Trust Indenture Act Section 314(d) and/or any interpretation or guidance as to the meaning thereof of the SEC and its Staff, including "no action" letters or exemptive orders, all or any portion of Trust Indenture Act Section 314(d) is inapplicable to released Collateral.

104

Use of Trust Monies

        All Trust Monies shall be held by (or held in an account subject to the control of) the Collateral Agent as a part of the Notes Priority Collateral securing the Notes and any Permitted Additional Pari Passu Obligations and ABL Obligations and, so long as no Event of Default shall have occurred and be continuing, may, subject to certain conditions set forth in the Indenture, be applied from time to time in accordance with the covenant described below under "—Limitation on Sale of Assets," or in any manner permitted by the Indenture or as otherwise required by the Intercreditor Agreement.

Certain Bankruptcy Limitations

        The right of the Collateral Agent to take possession and dispose of the Collateral following an Event of Default is likely to be significantly impaired by applicable bankruptcy law if a bankruptcy proceeding were to be commenced by or against the Issuers or the Guarantors prior to the Collateral Agent having taken possession and disposed of the Collateral. Under the U.S. Bankruptcy Code, a secured creditor is prohibited from taking its security from a debtor in a bankruptcy case, or from disposing of security taken from such debtor, without bankruptcy court approval. Moreover, the U.S. Bankruptcy Code permits the debtor in certain circumstances to continue to retain and to use collateral owned as of the date of the bankruptcy filing (and the proceeds, products, offspring, rents or profits of such Collateral) even though the debtor is in default under the applicable debt instruments; provided that the secured creditor is given "adequate protection." The meaning of the term "adequate protection" may vary according to circumstances. In view of the lack of a precise definition of the term "adequate protection" and the broad discretionary powers of a bankruptcy court, it is impossible to predict how long payments under the Notes could be delayed following commencement of a bankruptcy case, whether or when the Collateral Agent could repossess or dispose of the Collateral, or whether or to what extent holders would be compensated for any delay in payment or loss of value of the Collateral through the requirement of "adequate protection."

        Furthermore, in the event a bankruptcy court determines the value of the Collateral (after giving effect to any prior Liens) is not sufficient to repay all amounts due on the Notes and any other Permitted Additional Pari Passu Obligations, the holders of the Notes and such other Permitted Additional Pari Passu Obligations would hold secured claims to the extent of the value of the Collateral, and would hold unsecured claims with respect to any shortfall. Applicable Federal bankruptcy laws permit the payment and/or accrual of post-petition interest, costs and attorneys' fees during a debtor's bankruptcy case only to the extent the claims are oversecured or the debtor is solvent at the time of reorganization. In addition, if the Issuers or the Guarantors were to become the subject of a bankruptcy case, the bankruptcy court, among other things, may avoid certain prepetition transfers made by the entity that is the subject of the bankruptcy filing, including, without limitation, transfers held to be preferences or fraudulent conveyances.

Optional Redemption

        At any time prior to October 15, 2012, the Issuers may redeem all or a portion of the Notes, on not less than 30 nor more than 60 days' prior notice, in amounts of $1,000 or an integral multiple thereof, at a price equal to 100% of the aggregate principal amount of Notes to be redeemed plus the Applicable Premium as of, and accrued and unpaid interest, if any, to, the date of redemption, subject to the rights of holders of record on relevant record dates to receive interest due on an interest payment date.

        On or after October 15, 2012, the Issuers may redeem all or a portion of the Notes, on not less than 30 nor more than 60 days' prior notice, in amounts of $1,000 or an integral multiple thereof, at the following redemption prices (expressed as percentages of the principal amount), together with accrued and unpaid interest, if any, to the redemption date, subject to the rights of holders of record

105

on relevant record dates to receive interest due on an interest payment date, if redeemed during the 12-month period beginning October 15 of the years indicated below:

Year	Redemption Price
2012		105.063	%
2013		102.531	%
2014 and thereafter		100.000	%

        In addition, at any time prior to October 15, 2012, the Issuers, at their option, may use the net proceeds of one or more Equity Offerings to redeem up to an aggregate of 35% of the aggregate principal amount of Notes issued under the Indenture (including any Additional Notes) at a redemption price equal to 110.125% of the aggregate principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, to the redemption date, subject to the rights of holders of record on relevant record dates to receive interest due on an interest payment date; provided that at least 65% of the aggregate principal amount of Notes (including any Additional Notes) must remain outstanding immediately after the occurrence of such redemption and such redemption is completed within 120 days of the closing of the Equity Offering.

        Notwithstanding the foregoing, redemption notices may be mailed more than 60 days prior to a redemption date if the notice is issued in connection with a defeasance of the Notes or the satisfaction and discharge of the Indenture. Any notice of redemption pursuant to the immediately preceding paragraph may, at an Issuer's discretion, be subject to completion of an Equity Offering. If less than all of the Notes are to be redeemed, the Trustee shall select the Notes to be redeemed in compliance with the requirements of the principal national security exchange, if any, on which the Notes are listed, or if the Notes are not listed, on a pro rata basis, by lot or by any other method the Trustee shall deem fair and reasonable. Notes redeemed in part must be redeemed only in integral multiples of $1,000 and no Note with a principal amount of less than $2,000 will be redeemed in part.

        In addition to the Issuers' rights to redeem the Notes as set forth above, the Issuers may purchase Notes in open-market transactions, tender offers or otherwise.

Sinking Fund

        The Notes will not be entitled to the benefit of any sinking fund.

Purchase of Notes Upon a Change of Control

        If a Change of Control occurs, each holder of Notes will have the right to require the Issuers to purchase all or any part (in integral multiples of $1,000 except that no partial redemption will be permitted that would result in a Note having a remaining principal amount of less than $2,000) of such holder's Notes pursuant to a Change of Control offer. In the Change of Control offer, the Issuers will offer to purchase all of the Notes, at a purchase price in cash in an amount equal to 101% of the principal amount of such Notes, plus accrued and unpaid interest, if any, to the date of purchase (subject to the rights of holders of record on relevant record dates to receive interest due on an interest payment date).

        Unless an Issuer has previously or concurrently mailed a notice of redemption with respect to all of the outstanding Notes as described under "—Optional Redemption," within 30 days of any Change of Control or, at the Issuers' option, prior to such Change of Control but after it is publicly announced, the Issuers must notify the Trustee and give written notice of the Change of Control to each holder of Notes, by first-class mail, postage prepaid, at its address appearing in the security register. The notice must state, among other things,

•

that a Change of Control has occurred or will occur and the date of such event;

106

•

the purchase price and the purchase date which shall be fixed by the Issuers on a business day no earlier than 30 days nor later than 60 days from the date the notice is mailed, or such later date as is necessary to comply with requirements under the Exchange Act; provided that the purchase date may not occur prior to the Change of Control;

•

that any Note not tendered will continue to accrue interest;

•

that, unless the Issuers default in the payment of the Change of Control purchase price, any Notes accepted for payment pursuant to the Change of Control offer shall cease to accrue interest after the Change of Control purchase date; and

•

other procedures that a holder of Notes must follow to accept a Change of Control offer or to withdraw acceptance of the Change of Control offer.

        If a Change of Control offer is made, the Issuers may not have available funds sufficient to pay the Change of Control purchase price for all of the Notes that might be delivered by holders of the Notes seeking to accept the Change of Control offer. The failure of the Issuers to make or consummate the Change of Control offer or pay the Change of Control purchase price when due will give the Trustee and the holders of the Notes the rights described under "—Events of Default."

        In addition to the obligations of the Issuers under the Indenture with respect to the Notes in the event of a Change of Control, the Credit Agreement also contains an event of default upon a Change of Control as defined therein. Upon such a default, the lenders under the Credit Agreement could elect to declare any amounts outstanding under the Credit Agreement immediately due and payable.

        The definition of Change of Control includes the sale, lease, transfer, conveyance or other disposition of "all or substantially all" of the assets of the Company and its subsidiaries. The term "all or substantially all" as used in the definition of "Change of Control" has not been interpreted under New York law (which is the governing law of the Indenture) to represent a specific quantitative test. Therefore, if holders of the Notes elected to exercise their rights under the Indenture and the Issuers elected to contest such election, it is not clear how a court interpreting New York law would interpret the phrase.

        The existence of a holder's right to require the Issuers to repurchase such holder's Notes upon a Change of Control may deter a third party from acquiring the Issuers in a transaction which constitutes a Change of Control.

        The provisions of the Indenture may not afford holders of the Notes the right to require the Issuers to repurchase the Notes in the event of a highly leveraged transaction or certain reorganization, restructuring, merger or other similar transactions (including, in certain circumstances, an acquisition of the Issuers by management or its affiliates) involving the Issuers that may adversely affect holders of the Notes, if such transaction is not a transaction defined as a Change of Control. In addition, holders of the Notes may not be entitled to require the Issuers to repurchase their Notes in certain circumstances involving a significant change in the composition of the Company's board of directors, including in connection with a proxy contest, where the Company's board of directors does not endorse a dissident slate of directors but subsequently approves them for purposes of the Indenture.

        The Issuers will comply with the applicable tender offer rules, including Rule 14e-1 under the Exchange Act, and any other applicable securities laws or regulations in connection with a Change of Control offer. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control offer provisions of the Indenture, the Issuers will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the Change of Control offer provisions of the Indenture by virtue of such conflict.

        The Issuers will not be required to make a Change of Control offer upon a Change of Control if a third party makes the Change of Control offer in the manner, at the times and otherwise in compliance

107

with the requirements described in the Indenture applicable to a Change of Control offer made by the Issuers and purchases all Notes validly tendered and not withdrawn under such Change of Control offer.

        The provisions of the Indenture related to the Issuers' obligation to make a Change of Control offer to repurchase the Notes may be waived or modified with the written consent of the holders of a majority in principal amount of the Notes then outstanding.

Certain Covenants

        The Indenture contains, among others, the following covenants:

Limitation on Indebtedness

        (a)   The Company will not, and will not cause or permit any of its Restricted Subsidiaries to, create, issue, incur, assume, guarantee or otherwise in any manner become directly or indirectly liable for, contingently or otherwise (collectively, "incur"), any Indebtedness (including any Acquired Indebtedness), unless such Indebtedness is incurred by an Issuer or any Guarantor or constitutes Acquired Indebtedness of the Company or a Restricted Subsidiary and, in each case, the Company's Consolidated Fixed Charge Coverage Ratio for the most recent four full fiscal quarters for which internal consolidated financial statements are available immediately preceding the incurrence of such Indebtedness taken as one period is at least equal to or greater than 2.0:1.0.

        (b)   Notwithstanding the foregoing, the Company and the Restricted Subsidiaries may incur the following (collectively, the "Permitted Indebtedness"):

        (1)   Indebtedness of the Company or any Restricted Subsidiary under any Credit Facility in an aggregate principal amount at any one time outstanding not to exceed the greater of:

        (a)   $85.0 million, less, without duplication, (i) any permanent repayment thereof or permanent reduction in commitments thereunder from the proceeds of one or more Asset Sales which are used to repay a Credit Facility pursuant to clause (b)(i) of the covenant "—Limitation on Sale of Assets" and (ii) the amount of Indebtedness outstanding at the date of determination pursuant to clause (8) below; or

        (b)   at the time of any incurrence (i) 85% of accounts receivable of the Company and its Restricted Subsidiaries (excluding any Receivables and Related Assets sold, conveyed or otherwise transferred to a Securitization Entity in connection with a Qualified Securitization Transaction) as of the end of the most recently ended fiscal quarter for which internal consolidated financial statements are available, plus (ii) 60% of inventory of the Company and its Restricted Subsidiaries as of the end of the most recently ended fiscal quarter for which internal consolidated financial statements are available, in each case on a pro forma basis to give effect to any acquisition after such balance sheet date and on or prior to such date of incurrence;

        (2)   Indebtedness pursuant to (A) the Notes and any Guarantee of the Notes and (B) any exchange Notes issued in exchange for the Notes pursuant to the Registration Rights Agreement and any Guarantee of the exchange notes;

        (3)   Indebtedness of the Company or any Restricted Subsidiary outstanding on the Issue Date (including, without limitation, under the Issuers' existing lease with EDS, but excluding Indebtedness referred to in clause (1) or (2) of this definition of "Permitted Indebtedness");

        (4)   Indebtedness of the Company or a Restricted Subsidiary owing to the Company or a Restricted Subsidiary; provided that (i) any Indebtedness of the Issuers or a Guarantor owing to a Restricted Subsidiary that is not an Issuer or a Guarantor incurred after the Issue Date is

108

unsecured and is subordinated in right of payment to the Notes or the Guarantee of such Guarantor, as the case may be, and (ii) any disposition or transfer of any such Indebtedness to a Person (other than to an Issuer or a Restricted Subsidiary or any pledge of such Indebtedness constituting a Permitted Lien) shall be deemed to be an incurrence of such Indebtedness not permitted by this clause (4);

        (5)   guarantees by the Company or any Restricted Subsidiary of Indebtedness of the Company or any of its Restricted Subsidiaries (other than guarantees by an Issuer or any Guarantor of Acquired Indebtedness incurred in reliance on paragraph (a) of this Section of any Person that does not become a Guarantor that is acquired by the Company or any Restricted Subsidiary other than guarantees of such Acquired Indebtedness by any other Person so acquired in connection therewith) which Indebtedness is permitted to be incurred under the Indenture;

        (6)   Indebtedness of the Company or any Restricted Subsidiary pursuant to any:

        (a)   Interest Rate Agreements,

        (b)   Commodity Price Protection Agreements; and

        (c)   Currency Agreements;

        (7)   Indebtedness of the Company or any Restricted Subsidiary represented by Capital Lease Obligations or Purchase Money Obligations or other Indebtedness in connection with the acquisition or development of real or personal, movable or immovable, property, in each case incurred or assumed for the purpose of financing or refinancing all or any part of the purchase price or cost of construction or improvement of property used in the business of the Company or such Restricted Subsidiary, in an aggregate principal amount not to exceed 10% of Consolidated Net Tangible Assets;

        (8)   Indebtedness incurred by a Securitization Entity in connection with a Qualified Securitization Transaction that is Non-recourse Indebtedness with respect to the Company and its Restricted Subsidiaries (except for Standard Securitization Undertakings);

        (9)   Indebtedness of the Company or any of its Restricted Subsidiaries (x) in connection with surety, performance, appeal or similar bonds, completion guarantees, or similar instruments entered into in the ordinary course of business or from letters of credit or other obligations in respect of property, casualty or liability insurance, self-insurance, workers' compensation obligations or similar arrangements or (y) consisting of the financing of insurance premiums or take-or-pay obligations contained in supply arrangements, in each case incurred in the ordinary course of business;

        (10) Indebtedness of the Company or any of its Restricted Subsidiaries arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently (except in the case of daylight overdrafts such amount need not be inadvertent) drawn against insufficient funds in the ordinary course of business; provided, however, that such Indebtedness is extinguished within five business days of receipt by the Company or any Restricted Subsidiary of notice of such insufficient funds;

        (11) Indebtedness of the Company or any Restricted Subsidiary arising from agreements for indemnification or purchase price adjustment obligations or similar obligations, or from guarantees or letters of credit, surety bonds or performance bonds securing any obligation of the Company or a Restricted Subsidiary pursuant to such an agreement, in each case, incurred or assumed in connection with the acquisition or disposition of any business, assets or properties;

        (12) any renewals, extensions, substitutions, refundings, refinancing or replacements (collectively, a "refinancing") of any Indebtedness incurred pursuant to paragraph (a) of this

109

section and clauses (2), (3) and (15) of this definition of "Permitted Indebtedness," including any successive refinancing so long as Indebtedness of the Issuers or a Guarantor may only be refinanced with Indebtedness of the Issuers or a Guarantor and the aggregate principal amount of Indebtedness refinanced is not increased by such refinancing except by an amount equal to the lesser of (a) the stated amount of any premium or other payment contractually required to be paid in connection with such a refinancing pursuant to the terms of the Indebtedness being refinanced or (b) the amount of premium or other payment actually paid at such time to refinance the Indebtedness, plus, in either case, the amount of accrued interest, fees and expenses of the Issuers incurred in connection with such refinancing and (1) in the case of any refinancing of Indebtedness that is Subordinated Indebtedness, such new Indebtedness is made subordinated to the Notes at least to the same extent as the Indebtedness being refinanced and (2) in the case of Pari Passu Indebtedness or Subordinated Indebtedness, as the case may be, such refinancing does not reduce the Average Life to Stated Maturity of such Indebtedness;

        (13) Indebtedness of the Company or any of its Restricted Subsidiaries supported by a letter of credit outstanding in reliance on clause (1) above in a principal amount not in excess of the stated amount of such letter of credit;

        (14) Indebtedness of the Company and any Restricted Subsidiary to the extent the proceeds of such Indebtedness are deposited and used to defease, covenant defease or discharge the Notes as described under "—Defeasance or Covenant Defeasance of Indenture" or "—Satisfaction and Discharge";

        (15) Indebtedness of the Company or any Restricted Subsidiaries to officers, directors, employees and consultants of the Company and its Restricted Subsidiaries, their respective estates, spouses or former spouses, in each case to finance the purchase or redemption of Capital Stock of the Company to the extent permitted by clause (9) of paragraph (b) under the covenant "—Limitation on Restricted Payments" upon termination, disability or death;

        (16) Indebtedness in respect of Franchise Deposits in an aggregate principal amount at any time outstanding not to exceed the sum of (a) $5.0 million plus (b) the amount of any Franchise Deposits cash collateralized plus (c) $1.0 million for each franchise store of the Company or its Restricted Subsidiaries that becomes a franchise store after the Issue Date; and

        (17) Indebtedness of the Company or any Restricted Subsidiary in addition to that described in clauses (1) through (16) above, and any refinancing of such Indebtedness, so long as the aggregate principal amount of all such Indebtedness shall not exceed $30.0 million outstanding at any one time.

        For purposes of determining compliance with this "Limitation on Indebtedness" covenant:

•

In the event that an item of Indebtedness meets the criteria of more than one of the categories of Permitted Indebtedness, or is permitted to be incurred pursuant to clause (a) of this covenant, the Company will be permitted to classify all or a portion of such item of Indebtedness on the date of its incurrence, or subject to the following bullet, later reclassify all or a portion of such item of Indebtedness, in any manner that complies with this covenant;

•

Indebtedness under the Credit Agreement which is in existence or available on or prior to the Issue Date will be deemed to have been incurred on such date under clause (1) of the definition of "Permitted Indebtedness" above, and the Company will not be permitted to reclassify any portion of such Indebtedness thereafter;

•

Indebtedness permitted by this covenant need not be permitted solely by reference to one provision permitting such Indebtedness but may be permitted in part by one such provision and in part by one or more other provisions of this covenant permitting such Indebtedness;

110

•

Accrual of interest, accretion or amortization of original issue discount and the payment of interest on any Indebtedness in the form of additional Indebtedness with the same terms, and the payment of dividends on any Redeemable Capital Stock or Preferred Stock in the form of additional shares of the same class of Redeemable Capital Stock or Preferred Stock will not be deemed to be an incurrence of Indebtedness for purposes of this covenant; provided, in each such case, that the amount thereof as accrued is included in the Consolidated Fixed Charge Coverage Ratio of the Company;

•

With respect to any dollar-denominated restriction on the incurrence of Indebtedness denominated in a foreign currency, the dollar-equivalent principal amount of such Indebtedness incurred pursuant thereto shall be calculated based on the relevant currency exchange rate in effect on the date that such Indebtedness was incurred;

•

The outstanding principal amount of any particular Indebtedness shall be counted only once and any obligations arising under any guarantee, Lien, letter of credit or similar instrument supporting such Indebtedness shall not be double counted; and

•

The amount of Indebtedness issued at a price less than the amount of the liability thereof shall be determined in accordance with GAAP.

Limitation on Restricted Payments

        (a)   The Company will not, and will not cause or permit any Restricted Subsidiary to, directly or indirectly (each a "Restricted Payment"):

          (i)  declare or pay any dividend on, or make any distribution to holders of, any shares of the Company's Capital Stock (other than dividends or distributions payable solely in shares of its Qualified Capital Stock or in options, warrants or other rights to acquire shares of such Qualified Capital Stock);

         (ii)  purchase, redeem, defease or otherwise acquire or retire for value, directly or indirectly, shares of the Company's Capital Stock;

        (iii)  make any principal payment on, or repurchase, redeem, defease, retire or otherwise acquire for value, prior to any scheduled principal payment, sinking fund payment or maturity, any Subordinated Indebtedness (other than (x) Indebtedness permitted under clause (4) of the definition of "Permitted Indebtedness" or (y) the purchase, repurchase or other acquisition of such Subordinated Indebtedness purchased in anticipation of satisfying a sinking fund obligation, principal installment or final maturity, in each case due within one year of the date of purchase, repurchase or acquisition);

        (iv)  declare or pay any dividend or distribution on any Capital Stock of any Restricted Subsidiary to any Person (other than (a) dividends or distributions payable solely in shares of Capital Stock of such Restricted Subsidiary or in options, warrants or other rights to acquire shares of such Capital Stock, (b) to the Company or any of its Restricted Subsidiaries or (c) dividends or distributions made by a Restricted Subsidiary on a pro rata basis to all stockholders of such Restricted Subsidiary); or

         (v)  make any Investment (other than any Permitted Investments)

(the amount of any such Restricted Payment, if other than cash, shall be the Fair Market Value of the assets proposed to be transferred), unless

        (1)   at the time of and after giving effect to such proposed Restricted Payment, no Default or Event of Default shall have occurred and be continuing;

111

        (2)   at the time of and after giving effect to such Restricted Payment, the Company could incur $1.00 of additional Indebtedness (other than Permitted Indebtedness) under the provisions described under paragraph (a) of the covenant "—Limitation on Indebtedness"; and

        (3)   after giving effect to the proposed Restricted Payment, the aggregate amount of all such Restricted Payments (other than Permitted Payments described in clauses (2) through (10) and (12) through (16) of clause (b) below) declared (with respect to dividends) or made after the Issue Date does not exceed the sum of:

        (A)  50% of the aggregate Consolidated Net Income of the Company accrued on a cumulative basis during the period beginning on July 12, 2009 and ending on the last day of the Company's last fiscal quarter ending prior to the date of the Restricted Payment for which internal financial statements of the Company are available (or, if such aggregate cumulative Consolidated Net Income shall be a loss, minus 100% of such loss);

        (B)  100% of the aggregate Net Cash Proceeds and the Fair Market Value of property received after the Issue Date by the Company either (1) as capital contributions or (2) from the issuance or sale (other than to any of its Subsidiaries) of Qualified Capital Stock of the Company or any options, warrants or rights to purchase such Qualified Capital Stock of the Company (except, in each case, to the extent such proceeds are used to purchase, redeem or otherwise retire Capital Stock or Subordinated Indebtedness as set forth below in clause (2) or (3) of paragraph (b) below and excluding the Net Cash Proceeds from the issuance of Qualified Capital Stock financed, directly or indirectly, using funds borrowed from the Company or any Subsidiary until and to the extent such borrowing is repaid);

        (C)  100% of the aggregate Net Cash Proceeds received after the Issue Date by the Company (other than from any of its Subsidiaries) upon the exercise of any options, warrants or rights to purchase Qualified Capital Stock of the Company (excluding the Net Cash Proceeds from the exercise of any options, warrants or rights to purchase Qualified Capital Stock financed, directly or indirectly, using funds borrowed from the Company or any Subsidiary until and to the extent such borrowing is repaid);

        (D)  the amount of reductions in the consolidated Indebtedness of the Company and its Restricted Subsidiaries upon conversion or exchange of any such Indebtedness into or for Qualified Capital Stock of the Company;

        (E)  100% of the aggregate amount received in cash and the Fair Market Value of property received by the Company or a Restricted Subsidiary by means of (i) the sale or other disposition (other than to the Company or a Restricted Subsidiary) of Investments (other than Permitted Investments or to the extent such Investment was a Restricted Payment made in clause (16) of the next succeeding paragraph) made by the Company or its Restricted Subsidiaries and repurchases and redemptions of such Investments from the Company or its Restricted Subsidiaries and repayments of loans or advances, and releases of guarantees, which constitute Investments (other than Permitted Investments or to the extent such Investment was a Restricted Payment made in clause (16) of the next succeeding paragraph) by the Company or its Restricted Subsidiaries, in each case after the Issue Date; or (ii) the sale or other disposition (other than to the Company or a Restricted Subsidiary) of the stock of an Unrestricted Subsidiary (other than to the extent the Investment in such Unrestricted Subsidiary was made by the Company or a Restricted Subsidiary pursuant to clause (16) of the next succeeding paragraph or to the extent such Investment constituted a Permitted Investment) or a dividend or distribution from an Unrestricted Subsidiary after the Issue Date;

112

        (F)  in the case of the redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary after the Issue Date, the Fair Market Value of the Investment in such Unrestricted Subsidiary at the time of the redesignation of such Unrestricted Subsidiary as a Restricted Subsidiary, other than an Unrestricted Subsidiary to the extent the Investment in such Unrestricted Subsidiary constituted a Permitted Investment; and

        (G)  any amount which previously qualified as a Restricted Payment that was not a Permitted Payment on account of any guarantee entered into by the Company or any Restricted Subsidiary; provided that such guarantee has not been called upon and the obligation arising under such guarantee no longer exists.

        (b)   The foregoing provisions shall not prohibit the following Restricted Payments (each a "Permitted Payment"):

        (1)   the payment of any dividend or redemption of any Capital Stock or Subordinated Indebtedness within 60 days after the date of declaration thereof or call for redemption, if at such date of declaration or call for redemption such payment or redemption was permitted by the provisions of paragraph (a) of this covenant (the declaration of such payment will be deemed a Restricted Payment under paragraph (a) of this covenant as of the date of declaration, and the payment itself will be deemed to have been paid on such date of declaration and will not also be deemed a Restricted Payment under paragraph (a) of this covenant) (it being understood that any Restricted Payment made in reliance on this clause (1) shall reduce the amount available for Restricted Payments pursuant to clause (a)(3) above only once);

        (2)   Restricted Payments made in exchange for (including any such exchange pursuant to the exercise of a conversion right or privilege in connection with which cash is paid in lieu of the issuance of fractional shares or scrip), or out of the Net Cash Proceeds of a substantially concurrent issuance and sale for cash (other than to a Subsidiary) of, Qualified Capital Stock of the Company; provided that the Net Cash Proceeds from the issuance of such shares of Qualified Capital Stock are excluded from clause (3)(B) of paragraph (a) of this covenant;

        (3)   the repurchase, redemption, defeasance, retirement or acquisition for value or payment of principal of any Subordinated Indebtedness in exchange for, or out of the Net Cash Proceeds of, a substantially concurrent issuance and sale for cash (other than to any Subsidiary) of any Qualified Capital Stock of the Company; provided that the Net Cash Proceeds from the issuance of such shares of Qualified Capital Stock are excluded from clause (3)(B) of paragraph (a) of this covenant;

        (4)   the repurchase, redemption, defeasance, retirement, or acquisition for value or payment of principal of any Subordinated Indebtedness (other than Redeemable Capital Stock) (a "refinancing") in exchange for, or out of the Net Cash Proceeds of, the substantially concurrent issuance of new Subordinated Indebtedness of the Company; provided that any such new Subordinated Indebtedness:

        (a)   shall be in a principal amount that does not exceed the principal amount so refinanced, plus the amount of premium or other payment reasonably determined as necessary to refinance the Indebtedness, plus the amount of accrued interest, fees and expenses of the Company incurred in connection with such refinancing;

        (b)   has an Average Life to Stated Maturity equal to or greater than the remaining Average Life to Stated Maturity of the Subordinated Indebtedness being refinanced;

        (c)   has a Stated Maturity for its final scheduled principal payment no earlier than the Stated Maturity for the final scheduled principal payment of the Subordinated Indebtedness being refinanced; and

113

        (d)   is expressly subordinated in right of payment to the Notes at least to the same extent as the Subordinated Indebtedness to be refinanced;

        (5)   the repurchase of Capital Stock deemed to occur upon (a) exercise of stock options to the extent that shares of such Capital Stock represent a portion of the exercise price of such options and (b) the withholding of a portion of the Capital Stock granted or awarded to an employee to pay taxes associated therewith;

        (6)   the payment of cash in lieu of the issuance of fractional shares or scrip in connection with the exercise of warrants, options or other securities convertible into or exercisable for Capital Stock of the Company;

        (7)   the repurchase, redemption, or other acquisition or retirement for value of Redeemable Capital Stock of the Company or a Guarantor made by exchange for, or out of the proceeds of the sale of, Redeemable Capital Stock;

        (8)   so long as no Default or Event of Default exists or would occur, payments or distributions to stockholders pursuant to appraisal rights required under applicable law in connection with any consolidation, merger or transfer of assets, that complies with the covenant described under "—Consolidation, Merger, Sale of Assets";

        (9)   the repurchase, retirement or other acquisition or retirement for value of Qualified Capital Stock of the Company, or a Restricted Payment to pay for the repurchase, retirement or other acquisition or retirement for value of Capital Stock of any of its direct or indirect parent companies, held by any future, present or former employee, director or consultant of the Company, any of its Subsidiaries or any of their respective direct or indirect parent companies pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or agreement; provided, however, that the aggregate Restricted Payments made under this clause (9) do not exceed in any calendar year $2.5 million (with unused amounts in any calendar year being carried over to the next two succeeding calendar years); provided further that such amount in any calendar year may be increased by an amount not to exceed:

        (a)   the cash proceeds from the sale of Qualified Capital Stock of the Company and, to the extent contributed to the capital of the Company, Capital Stock of any of the direct or indirect parent companies of the Company, in each case to members of management, directors or consultants of the Company, any of its Subsidiaries or any of their respective direct or indirect parent companies that occurs after the Issue Date, to the extent the Net Cash Proceeds from the sale of such Capital Stock have not otherwise been applied to the payment of Restricted Payments by virtue of clause (3) of the preceding paragraph; plus

        (b)   the cash proceeds of key man life insurance policies received by the Company or any of its Restricted Subsidiaries after the Issue Date; less

        (c)   the amount of any Restricted Payments previously made with the cash proceeds described in clauses (a) or (b) of this clause (9);

and provided further that cancellation of Indebtedness owing to the Company from members of management of the Company and representing non-cash loans made by the Company to permit members of management to acquire Capital Stock of the Company, any of its Subsidiaries or its direct or indirect parent companies in connection with a repurchase of Capital Stock of the Company or any of the Company's direct or indirect parent companies will not be deemed to constitute a Restricted Payment for purposes of this covenant;

        (10) payments of dividends on Redeemable Capital Stock of the Issuers or any Restricted Subsidiary or Preferred Stock of a Restricted Subsidiary issued in accordance with the covenant "—Limitation on Indebtedness";

114

        (11) the declaration and payment of dividends on the Company's common stock (or a Restricted Payment to any direct or indirect parent entity to fund a payment of dividends on such entity's common stock), following the first public Equity Offering of such common stock after the Issue Date, of up to 6% per annum of the Net Cash Proceeds received by (or, in the case of a Restricted Payment to a direct or indirect parent entity, contributed to the capital of) the Company in or from any such public Equity Offering;

        (12) Restricted Payments contemplated by this prospectus in connection with the Transactions;

        (13) the repurchase, redemption or other acquisition or retirement for value of any Subordinated Indebtedness following an Asset Sale or Change of Control pursuant to the provisions similar to those described under the captions "—Purchase of Notes Upon a Change of Control" and "—Limitation on Sale of Assets" at a purchase price not to exceed 100% of the principal amount thereof (or 101% in the case of an offer as a result of a Change of Control) plus accrued and unpaid interest to the date of purchase; provided that the Company has previously made a Change of Control Offer or Asset Sale Offer, as the case may be, with respect thereto and all Notes tendered by holders in connection therewith have been repurchased to the extent required by the Indenture;

        (14) the declaration and payment of dividends or the payment of other distributions by the Company or a Restricted Subsidiary to, or the making of loans or advances to, any of their respective direct or indirect parents in amounts required for any direct or indirect parent companies to pay, in each case without duplication,

        (a)   franchise taxes and other fees, taxes and expenses of any corporate parent required to maintain its corporate existence;

        (b)   for any taxable year in which the Company is a member of any consolidated, combined or similar income tax group of which any corporate parent is the common parent (a "Tax Group"), federal, foreign, state or local income taxes (as applicable) of the Tax Group that are attributable to the income of the Company and/or any of its Restricted Subsidiaries; provided that, in each taxable year, the amount of such payments (when aggregated with the amount of such taxes paid directly by the Company and its Restricted Subsidiaries) shall not exceed the amount that the Company and its Restricted Subsidiaries would have been required to pay in respect of such federal, foreign, state or local income taxes on a standalone basis;

        (c)   customary salary, bonus and other benefits payable to officers and employees of any direct or indirect parent company of the Company to the extent such salaries, bonuses and other benefits are attributable to the ownership or operation of the Company and its Restricted Subsidiaries;

        (d)   general corporate operating and overhead costs and expenses of any direct or indirect parent company of the Company to the extent such costs and expenses are attributable to the ownership or operation of the Company and its Restricted Subsidiaries;

        (e)   amounts payable to the Sponsors pursuant to the Sponsor Management Agreement as in effect on the Issue Date;

        (f)    fees and expenses related to any equity or debt offering of such parent entity (whether or not successful); and

        (g)   cash payments in lieu of issuing fractional shares in connection with the exercise of warrants, options or other securities convertible into or exchangeable for Capital Stock of any direct or indirect parent of the Company;

115

        (15) distributions or payments of Securitization Fees and purchases of Receivables and Related Assets pursuant to a Securitization Repurchase Obligation in connection with a Qualified Securitization Transaction; and

        (16) other Restricted Payments in an amount not to exceed $10.0 million.

        For clarity purposes, all payments made pursuant to clauses (2) through (10) and (12) through (16) of this paragraph (b) shall not reduce the amount that would otherwise be available for Restricted Payments under paragraph (a) of this covenant.

Limitation on Transactions with Affiliates

        The Company will not, and will not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, enter into any transaction or series of related transactions (including, without limitation, the sale, purchase, exchange or lease of assets, property or services) with or for the benefit of any Affiliate of the Company (other than the Company or a Restricted Subsidiary, including any Person that becomes a Restricted Subsidiary as a result of such transaction), unless:

        (1)   such transaction or series of related transactions is on terms that are not materially less favorable to the Company or such Restricted Subsidiary, as the case may be, than those that would be available in a comparable transaction in arm's-length dealings with an unrelated third party;

        (2)   with respect to any transaction or series of related transactions involving aggregate value in excess of $5.0 million, the Company delivers an Officer's Certificate to the Trustee certifying that such transaction or series of related transactions complies with clause (1) above; and

        (3)   with respect to any transaction or series of related transactions involving aggregate value in excess of $15.0 million, either

        (a)   such transaction or series of related transactions has been approved by a majority of the Disinterested Directors of the board of directors of the Company, or in the event there is only one Disinterested Director, by such Disinterested Director, or

        (b)   the Company delivers to the Trustee a written opinion of an investment banking firm of national standing or other recognized independent expert stating that the transaction or series of related transactions is fair to the Company or such Restricted Subsidiary from a financial point of view;

provided, however, that this provision shall not apply to:

          (i)  directors' fees, consulting fees, employee salaries, bonuses or employment agreements, incentive arrangements, compensation or employee benefit arrangements with any officer, director or employee of the Company or a Subsidiary of the Company, including under any stock option or stock incentive plans, customary indemnification arrangements with officers, directors or employees of the Company or a Subsidiary of the Company, in each case entered into in the ordinary course of business;

         (ii)  any Restricted Payments made in compliance with the "—Limitation on Restricted Payments" covenant above or any Permitted Investment in a Person that is an Affiliate solely as a result of the Company's and its Restricted Subsidiaries' Investments in such Person;

        (iii)  any Qualified Securitization Transaction;

        (iv)  any issuance or sale of Qualified Capital Stock of the Company to Affiliates;

         (v)  transactions among the Company and/or any Restricted Subsidiary and/or any entity that is an Affiliate solely as a result of any Investment by the Company and/or such Restricted Subsidiary in such entity;

116

        (vi)  loans or advances to employees or consultants of the Company in the ordinary course of business for bona fide business purposes of the Company and its Restricted Subsidiaries (including, without limitation, travel, entertainment and moving expenses) made in compliance with applicable law;

       (vii)  any transactions undertaken pursuant to any agreements (including, without limitation, pursuant to the Sponsor Management Agreement) in existence on the Issue Date and described in this prospectus and any renewals, replacements or modifications of such contracts (pursuant to new transactions or otherwise) on terms not materially less favorable when taken as a whole to the holders of the Notes than those in effect on the Issue Date;

      (viii)  the existence of, or the performance by the Company or any of its Restricted Subsidiaries of their obligations under the terms of, any stockholders agreement, principal investors agreement (including any registration rights agreement or purchase agreement related thereto) to which it is a party as of the Issue Date and any similar agreements which it may enter into thereafter; provided, however, that the existence of, or the performance by the Company or any of its Restricted Subsidiaries of obligations under any future amendment to any such existing agreement or under any similar agreement entered into after the Issue Date shall only be permitted by this clause (viii) to the extent that the terms of any such amendment or new agreement are not otherwise materially disadvantageous to the holders when taken as a whole;

        (ix)  the Transactions;

         (x)  transactions with Unrestricted Subsidiaries, customers, clients, suppliers, or purchasers or sellers of goods or services, in each case in the ordinary course of business and otherwise in compliance with the terms of the Indenture which are fair to the Company and its Restricted Subsidiaries, in the reasonable determination of the Company's board of directors or the senior management thereof, or are on terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated party;

        (xi)  payments by the Company or any of its Restricted Subsidiaries to any of the Sponsors made for any financial advisory, financing, underwriting or placement services or in respect of other investment banking activities, including, without limitation, in connection with acquisitions or divestitures which payments are approved in good faith by Disinterested Directors constituting a majority of such Disinterested Directors;

       (xii)  payments or loans (or cancellation of loans) to employees or consultants of the Company, any of its direct or indirect parent companies or any Restricted Subsidiary and employment agreements, severance arrangements, stock option plans and other similar arrangements with such employees or consultants which, in each case, are approved by a majority of the board of directors of the Company in good faith; and

      (xiii)  Investments by the Sponsors in debt securities of the Company or any of its Restricted Subsidiaries so long as (x) the Investment is being offered generally to other investors on the same or more favorable terms and (y) the Investment constitutes less than 5.0% of the proposed or outstanding issue amount of such class of securities.

Limitation on Liens

        The Company will not, and will not permit any of its Restricted Subsidiaries, directly or indirectly, to enter into, create, incur, assume or suffer to exist any Liens of any kind, on or with respect to any of its properties other than Permitted Liens. Additionally, neither Issuer will, and will not permit any Guarantor, to grant or suffer to exist any Lien (other than pursuant to clause (a), (d), (g), (j) or (p) of the definition of "Permitted Liens") on any leasehold interest (as lessee) in real property of an Issuer or any Guarantor for purposes of securing any Indebtedness for money borrowed unless the Issuers

117

shall have granted a Lien on such leasehold interest to the Collateral Agent for the benefit of the holders of Notes and the holders of Permitted Additional Pari Passu Obligations ranking prior to any other Liens.

Limitation on Sale of Assets

        (a)   The Company will not, and will not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, consummate an Asset Sale unless (1) at least 75% of the consideration from such Asset Sale is received in cash, Cash Equivalents or Replacement Assets, (2) the Company or such Restricted Subsidiary receives consideration at the time of such Asset Sale at least equal to the Fair Market Value of the shares or assets subject to such Asset Sale, and (3) if such Asset Sale involves the disposition of Notes Priority Collateral or, after the Discharge of ABL Obligations, the disposition of ABL Priority Collateral, the Net Cash Proceeds thereof shall be paid directly by the purchaser of the Collateral to the Collateral Agent for deposit into the Collateral Account pending application in accordance with the provisions described below, and, if any property other than cash or Cash Equivalents is included in such Net Cash Proceeds, substantially all of such property shall be made subject to the Note Liens.

        For purposes of Section (a)(1) of this covenant only, the following will be deemed to be cash:

        (A)  the amount of any liabilities (other than Subordinated Indebtedness) of the Company or any Restricted Subsidiary that is actually assumed by the transferee in such Asset Sale and from which the Company and the Restricted Subsidiaries are fully and unconditionally released (excluding any liabilities that are incurred in connection with or in anticipation of such Asset Sale and contingent liabilities);

        (B)  the amount of any notes, securities or other similar obligations received by the Company or any Restricted Subsidiary from such transferee that is converted, sold or exchanged within 180 days of the related Asset Sale by the Company or the Restricted Subsidiaries into cash in an amount equal to the Net Cash Proceeds realized upon such conversion, sale or exchange; and

        (C)  the amount of any Designated Non-cash Consideration received by the Company or any of its Restricted Subsidiaries in the Asset Sale; provided that the aggregate of such Designated Non-cash Consideration received in connection with Asset Sales (and still held) shall not exceed the greater of (x) $5.0 million and (y) 1.5% of Consolidated Net Tangible Assets at any one time (with the Fair Market Value in each case being measured at the time received and without giving effect to subsequent changes in value).

        (b)   All or a portion of an amount equal to the Net Cash Proceeds of any Asset Sale may be applied by the Company or a Restricted Subsidiary to the extent the Company or such Restricted Subsidiary elects (or is required by the terms of any Indebtedness under the Credit Agreement or any Credit Facility):

          (i)  to the extent such Net Cash Proceeds constitute proceeds from the sale of (x) ABL Priority Collateral or assets that are not Collateral, to repay permanently any Indebtedness under the Credit Agreement or any other Credit Facility then outstanding as required by the terms thereof (and to effect a permanent reduction in the availability under the Credit Agreement or any other Credit Facility) or (y) assets of a Restricted Subsidiary that is not a Guarantor, to repay Indebtedness of a Restricted Subsidiary that is not a Guarantor;

         (ii)  to acquire (or enter into a legally binding agreement to acquire), all or substantially all of the assets of, or a majority of the Voting Stock of, a Permitted Business (or in the case of an Asset Sale of ABL Priority Collateral, to acquire additional Collateral); provided that to the extent such Net Cash Proceeds are received in respect of Notes Priority Collateral, such Net Cash Proceeds are applied to acquire assets substantially all of which constitute Notes Priority Collateral;

118

        (iii)  to make a capital expenditure; provided that to the extent such Net Cash Proceeds are received in respect of Notes Priority Collateral, such expenditures shall relate to Notes Priority Collateral; or

        (iv)  to invest the Net Cash Proceeds (or enter into a legally binding agreement to invest) in Replacement Assets; provided that to the extent such Net Cash Proceeds are received in respect of Notes Priority Collateral, substantially all of such Replacement Assets constitute Notes Priority Collateral.

        Pending the final application of any such Net Cash Proceeds (other than Trust Monies), the Issuers may temporarily reduce Indebtedness or otherwise invest such Net Cash Proceeds in any manner that is not prohibited by the Indenture. If any such legally binding agreement to invest such Net Cash Proceeds is entered into and the Issuers shall have not consummated such investment (or a replacement investment) within 180 days of the date of such binding agreement or within 365 days of such Asset Sale, whichever is later, such Net Cash Proceeds which were to be invested shall constitute "Excess Proceeds". The amount of such Net Cash Proceeds not used or invested in accordance with the preceding clauses (i) through (iv) within 365 days (or such later number of days as provided in the preceding sentence) of the Asset Sale constitutes "Excess Proceeds."

        When the aggregate amount of Excess Proceeds exceeds $10.0 million, within thirty days thereof, or earlier at the option of the Issuers, the Issuers will make an offer (an "Offer") to all holders of Notes and (x) in the case of Net Cash Proceeds from an Asset Sale of Notes Priority Collateral, to the holders of any other Permitted Additional Pari Passu Obligations containing provisions similar to those set forth in the Indenture with respect to asset sales or (y) in the case of any other Net Cash Proceeds, to all holders of other Pari Passu Indebtedness containing provisions similar to those set forth in the Indenture with respect to assets sales, in each case, equal to the Excess Proceeds. The offer price in any Offer to Purchase will be equal to 100% of the principal amount of the Notes (and 100% of the principal amount or, if different, the accreted value of any Permitted Additional Pari Passu Obligations or Pari Passu Indebtedness) plus accrued and unpaid interest to the date of purchase, and will be payable in cash. If any Excess Proceeds remain after consummation of an Offer to Purchase, the Issuers may use those Excess Proceeds for any purpose not otherwise prohibited by the Indenture and such remaining amount shall not be added to any subsequent Excess Proceeds for any purpose under the Indenture. If the aggregate principal amount of the Notes and principal amount or, if different, accreted value of other Permitted Additional Pari Passu Obligations (in the case of Net Cash Proceeds from Notes Priority Collateral) or Notes and other Pari Passu Indebtedness (in the case of any other Net Cash Proceeds) tendered into such Offer to Purchase exceeds the amount of Excess Proceeds, the Trustee will select the Notes and other Permitted Additional Pari Passu Obligations or other Pari Passu Indebtedness, as the case may be, to be purchased on a pro rata basis. Upon completion of each Offer, the amount of Excess Proceeds will be reset at zero.

        (c)   The Company shall determine in good faith whether, and to what extent, an Asset Sale is in respect of Notes Priority Collateral and to what extent the Net Cash Proceeds in respect of an Asset Sale of Notes Priority Collateral are used to acquire or are invested in Notes Priority Collateral taking into account all relevant factors, including without limitation, the existence of structurally senior claims against the Notes Priority Collateral and the assets of an entity whose Capital Stock is subject to such Asset Sale or acquired with such Net Cash Proceeds.

        (d)   The Indenture provides that the Issuers will comply with the applicable tender offer rules, including Rule 14e-1 under the Exchange Act, and any other applicable securities laws or regulations in connection with an Offer. To the extent that the provisions of any securities laws or regulations conflict with the Asset Sale provisions of the Indenture, the Company, or the applicable Restricted Subsidiary, will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the Asset Sale provisions of the Indenture by virtue of such conflict.

119

Additional Guarantees

        (a)   The Issuers will cause within ten business days any Restricted Subsidiary formed or acquired after the Issue Date (other than a Foreign Subsidiary, a Securitization Subsidiary and any Non-Guarantor Restricted Subsidiary if the Fair Market Value of such Non-Guarantor Restricted Subsidiary, together with the Fair Market Value of all other Non-Guarantor Restricted Subsidiaries, as of such date, does not exceed in the aggregate $30.0 million) to execute and deliver a supplemental indenture to the Indenture providing for a Guarantee of the Notes and supplements to the applicable Security Documents in order to grant a Lien in the Collateral owned by such Restricted Subsidiary to the same extent as that set forth in the Indenture and the Security Documents and take all actions required by the Security Documents to perfect such Lien. In addition, to the extent the collective Fair Market Value of the Company's Non-Guarantor Restricted Subsidiaries, as of the date of the creation of, acquisition of or Investment in a Non-Guarantor Restricted Subsidiary, exceeds $30.0 million, the Company shall cause, within ten business days after such date, one or more of such Non-Guarantor Restricted Subsidiaries to similarly execute and deliver a supplemental indenture to the Indenture providing for a Guarantee of the Notes and a supplement to the applicable Security Documents in order to grant a Lien in the Collateral owned by such Restricted Subsidiary to the same extent as that set forth in the Indenture and the Security Documents such that the collective Fair Market Value of all remaining Non-Guarantor Restricted Subsidiaries does not exceed $30.0 million and take all actions required by the Security Documents to perfect such Lien. In addition, the Indenture provides that the Company will not permit any Non-Guarantor Restricted Subsidiary to guarantee the payment of any Indebtedness of the Company or any other Guarantor unless such Non-Guarantor Restricted Subsidiary simultaneously delivers a supplemental indenture to the Indenture and a joinder agreement related to the Security Documents, providing for a Guarantee of the Notes by such Non-Guarantor Restricted Subsidiary and a pledge of its assets as Collateral for the Notes to the same extent as that set forth in the Indenture and the Security Documents and take all actions required by the Security Documents to perfect such Lien. Such Guarantee shall automatically be released on the date such Subsidiary no longer guarantees the payment of any Indebtedness of the Company or any other Guarantor and shall otherwise be subject to release in accordance with paragraph (b) below.

        (b)   Notwithstanding the foregoing, any Guarantee by a Restricted Subsidiary of the Notes shall provide by its terms that it (and all Liens securing the same) shall be automatically and unconditionally released and discharged upon:

        (1)   such Subsidiary ceasing to constitute a Restricted Subsidiary in a transaction that complies with the Indenture (whether upon a sale, exchange, transfer or disposition of Capital Stock in such Restricted Subsidiary (including by way of merger or consolidation), or the designation of such Restricted Subsidiary as an Unrestricted Subsidiary), or the sale or disposition of all of the assets of such Guarantor made in compliance with the Indenture;

        (2)   satisfaction and discharge of the Indenture as set forth below under "—Satisfaction and Discharge"; or

        (3)   a legal defeasance or covenant defeasance of the Indenture as described below under "—Defeasance or Covenant Defeasance of Indenture."

Limitation on Dividend and Other Payment Restrictions Affecting Subsidiaries

        (a)   The Company will not, and will not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to:

        (1)   pay dividends or make any other distributions on its Capital Stock;

        (2)   pay any Indebtedness owed to the Company or any other Restricted Subsidiary;

120

        (3)   make any Investment in the Company or any other Restricted Subsidiary; or

        (4)   transfer any of its properties or assets to the Company or any other Restricted Subsidiary.

        (b)   However, paragraph (a) will not prohibit any:

        (1)   encumbrance or restriction pursuant to an agreement or instrument (including, without limitation, the Credit Agreement (and related security documents), the Notes, the Indenture, the Guarantees and the Security Documents) in effect on the Issue Date or any agreement governing Indebtedness that contains encumbrances and restrictions that are not materially more restrictive then those contained in the Indenture, the Guarantees, the Credit Agreement and the Security Documents;

        (2)   encumbrance or restriction with respect to a Restricted Subsidiary that is not a Restricted Subsidiary on the Issue Date, in existence at the time such Person becomes a Restricted Subsidiary and not incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary, provided that such encumbrances and restrictions are not applicable to any Restricted Subsidiary or the properties or assets of any Restricted Subsidiary other than such Subsidiary which is becoming a Restricted Subsidiary or such Subsidiary's Subsidiaries;

        (3)   encumbrance or restriction pursuant to any agreement governing any Indebtedness represented by Capital Lease Obligations or Purchase Money Obligations permitted to be incurred under the provisions of the covenant described above under the caption "—Limitation on Indebtedness";

        (4)   encumbrance or restriction contained in any Acquired Indebtedness or other agreement of any Person or related to assets acquired (whether by merger, consolidation or otherwise) by the Company or any Restricted Subsidiaries, so long as such encumbrance or restriction (A) was not entered into in contemplation of the acquisition, merger or consolidation transaction, and (B) is not applicable to any Person, or the properties or assets of any Person, other than the Person or such Person's Subsidiaries, or the property or assets of the Person or such Person's Subsidiaries, so acquired;

        (5)   encumbrance or restriction existing under applicable law, rule, regulation or order or any requirement of any regulatory body;

        (6)   in the case of clause (4) of paragraph (a) above, Liens securing Indebtedness otherwise permitted to be incurred under the provisions of the covenant described above under the caption "—Limitation on Liens" that limit the right of the debtor to dispose of the assets subject to such Liens;

        (7)   customary non-assignment provisions in leases, licenses or contracts;

        (8)   customary restrictions contained in (A) asset sale agreements that limit the transfer of such assets pending the closing of such sale and (B) any other agreement for the sale or other disposition of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending its sale or other disposition;

        (9)   customary restrictions imposed by the terms of shareholders', partnership or joint venture agreements; provided, however, that such restrictions do not apply to any Restricted Subsidiaries other than the applicable company, partnership or joint venture;

        (10) restrictions contained in Indebtedness of Restricted Subsidiaries permitted to be incurred under the Indenture, so long as such restrictions or encumbrances are customary for Indebtedness of the type incurred and which the board of directors of the Company determines in good faith will not adversely affect the Issuers' ability to make payments of principal or interest on the Notes;

121

        (11) encumbrance or restriction with respect to a Securitization Entity in connection with a Qualified Securitization Transaction; provided, however, that such encumbrances and restrictions are necessary or advisable to effect the transactions contemplated under such Qualified Securitization Transaction in the good faith determination of the Company;

        (12) restrictions on cash or other deposits or net worth imposed by customers or suppliers under contracts entered into in the ordinary course of business; and

        (13) encumbrance or restriction under any agreement that amends, extends, renews, refinances or replaces the agreements containing the encumbrances or restrictions in the foregoing clauses (1) through (12), or in this clause (13); provided that the terms and conditions of any such encumbrances or restrictions are no more restrictive in any material respect than those under or pursuant to the agreement evidencing the Indebtedness so extended, renewed, refinanced or replaced.

Limitation on Unrestricted Subsidiaries

        The Issuers may designate after the Issue Date any Subsidiary as an "Unrestricted Subsidiary" under the Indenture only if:

        (a)   no Default shall have occurred and be continuing at the time of or after giving effect to such designation;

        (b)   either (i) such Subsidiary has total assets of less than $1,000 or (ii) the Issuers would be permitted to make an Investment at the time of designation (assuming the effectiveness of such designation) pursuant to the covenant "—Limitation on Restricted Payments" in an amount (the "Designation Amount") equal to the Fair Market Value of the Company's and its Restricted Subsidiaries' Investments in such Subsidiary (including any guarantee of the obligations of such Unrestricted Subsidiary that will not be released concurrently with such designation but excluding any amounts attributable to Investments made prior to the Issue Date);

        (c)   such Unrestricted Subsidiary does not own any Capital Stock in any Restricted Subsidiary which is not simultaneously being designated an Unrestricted Subsidiary;

        (d)   such Unrestricted Subsidiary is not liable, directly or indirectly, with respect to any Indebtedness other than Non-Recourse Indebtedness, provided that an Unrestricted Subsidiary may provide a Guarantee for the Notes; and

        (e)   such Unrestricted Subsidiary is not a party to any agreement, contract, arrangement or understanding at such time with the Company or any Restricted Subsidiary unless the terms of any such agreement, contract, arrangement or understanding are not materially less favorable to the Company or such Restricted Subsidiary than those that might be obtained at the time from Persons who are not Affiliates of the Issuers or, in the event such condition is not satisfied, the value of such agreement, contract, arrangement or understanding to such Unrestricted Subsidiary from and after the date of designation shall be deemed a Restricted Payment.

        In the event of any such designation, the Issuers shall be deemed to have made an Investment pursuant to the covenant "—Limitation on Restricted Payments" for all purposes of the Indenture in an amount equal to the Designation Amount. For purposes of the foregoing, the designation of a Subsidiary of an Issuer as an Unrestricted Subsidiary shall be deemed to be the designation of all of the Subsidiaries of such Subsidiary as Unrestricted Subsidiaries. Unless so designated as an Unrestricted Subsidiary, any Person that becomes a Subsidiary of an Issuer will be classified as a Restricted Subsidiary.

122

        The Issuers may revoke any designation of a Subsidiary as an Unrestricted Subsidiary if:

        (a)   no Default shall have occurred and be continuing at the time of and after giving effect to such revocation;

        (b)   all Liens and Indebtedness of such Unrestricted Subsidiary outstanding immediately following such revocation would, if incurred at such time, have been permitted to be incurred for all purposes of the Indenture; and

        (c)   unless such redesignated Subsidiary shall not have any Indebtedness outstanding (other than Indebtedness that would be Permitted Indebtedness), (x) if prior to such revocation the Company could incur $1.00 of additional Indebtedness (other than Permitted Indebtedness) pursuant to the covenant "—Limitation on Indebtedness," immediately after giving effect to such proposed revocation, and after giving pro forma effect to the incurrence of any such Indebtedness of such redesignated Subsidiary as if such Indebtedness was incurred on the date of the revocation, the Company could incur $1.00 of additional Indebtedness (other than Permitted Indebtedness) pursuant to the covenant "—Limitation on Indebtedness" or (y) if prior to such revocation the Company could not incur $1.00 of additional Indebtedness (other than Permitted Indebtedness) pursuant to the covenant "—Limitation on Indebtedness," the Company's Consolidated Fixed Charge Coverage Ratio does not decline as a result of such revocation.

        All designations and revocations must be evidenced by a resolution of the Company's board of directors delivered to the Trustee certifying compliance with the foregoing provisions.

Provision of Financial Statements

        The Company will furnish to the Trustee and, upon request, to beneficial owners and prospective investors of the Notes, a copy of all of the information and reports referred to in clauses (1) and (2) below within 15 days after the time periods specified in the SEC's rules and regulations (assuming the notes were registered under Section 13(a) or Section 15(d) of the Exchange Act):

        (1)   all quarterly and annual financial information that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K if the Company were required to file such Forms, including a "Management's Discussion and Analysis of Financial Condition and Results of Operations" and, with respect to the annual information only, a report on the annual financial statements by the Company's certified independent accountants; provided that, prior to the exchange offer contemplated by the Registration Rights Agreement, financial statements may omit the footnote disclosures omitted from the financial statements included in this prospectus for periods in such fiscal years; and

        (2)   all current reports that would be required to be filed with the SEC on Form 8-K if the Company were required to file such reports;

provided that if the Company files such reports electronically with the SEC within such time periods, the Company shall not be required to furnish such reports as specified above.

        After consummation of this exchange offer, the Company will comply with the periodic reporting requirements of the Exchange Act and will file the reports specified in the preceding paragraph with the SEC within the time periods specified above unless the SEC will not accept such a filing. If, notwithstanding the foregoing, the SEC will not accept the Company's filings for any reason, the Company will post the reports referred to in the preceding paragraph on its website within the time periods that would apply if the Company were required to file those reports with the SEC.

123

        For so long as any Notes are outstanding, the Company shall also:

        (A)  within 15 Business Days after filing with the Trustee or the SEC, as the case may be, the annual and quarterly information required pursuant to the preceding two paragraphs, hold a conference call for holders of notes, prospective investors and market makers (it being understood that prior to completion of the exchange offer contemplated by the Registration Rights Agreement, the Company may limit participants to the extent it determines in good faith such limitations are prudent to ensure compliance with the Securities Act and other applicable securities laws) to discuss such reports and the results of operations for the relevant reporting period; and

        (B)  employ commercially reasonable means expected to reach Persons entitled to participate in such conference calls in accordance with the foregoing paragraph no fewer than three Business Days prior to the date of the conference call required to be held in accordance with clause (A) above, to announce the time and date of such conference call and either including all information necessary to access the call or directing such Persons to contact the appropriate contact at the Company to obtain such information.

        Notwithstanding the foregoing, so long as the direct or indirect parent company becomes a Guarantor, the reports, information and other documents required to be filed and provided as described above will be those of such parent, rather than those of the Company, so long as such filings would satisfy the SEC's requirements (assuming the notes were registered under Section (13)(a) or Section 15(d) of the Exchange Act).

        The Indenture also provides that, so long as any of the Notes remain outstanding, the Issuers will make available to any prospective purchaser of Notes or beneficial owner of Notes in connection with any sale thereof the information required by Rule 144A(d)(4) under the Securities Act, until such time as the Issuers have either exchanged the Notes for securities identical in all material respects which have been registered under the Securities Act or until such time as the holders thereof have disposed of such Notes pursuant to an effective registration statement under the Securities Act.

Consolidation, Merger, Sale of Assets

        No Issuer will, in a single transaction or through a series of related transactions, consolidate with or merge with or into any other Person or sell, assign, convey, transfer, lease or otherwise dispose of all or substantially all of its properties and assets to any Person or group of Persons, unless at the time and after giving effect thereto:

        (1)   either (a) such Issuer will be the continuing corporation or (b) the Person formed by or surviving such consolidation or merger or the Person which acquires by sale, assignment, conveyance, transfer, lease or disposition all or substantially all of the properties and assets of such Issuer and their Restricted Subsidiaries on a consolidated basis (the "Surviving Entity") (i) shall be a corporation, limited liability company or partnership duly organized and validly existing under the laws of the United States of America, any state thereof or the District of Columbia; provided that there shall be an obligor or a co-obligor that is a corporation, (ii) shall expressly assume by a supplemental indenture, in a form reasonably satisfactory to the Trustee, all the obligations of such Issuer under the Notes and the Indenture and the Registration Rights Agreement, as the case may be, and the Notes and the Indenture and the Registration Rights Agreement will remain in full force and effect as so supplemented (and any Guarantees will be confirmed as applying to such Surviving Entity's obligations) and (iii) shall expressly assume the due and punctual performance of the covenants and obligations of such Issuer under the Security Documents;

        (2)   after giving effect to such transaction, no Default or Event of Default exists;

        (3)   after giving effect to such transaction, the Company (or the Surviving Entity if the Company is not the continuing obligor under the Indenture) could (a) incur $1.00 of additional

124

Indebtedness (other than Permitted Indebtedness) under the provisions of "—Certain Covenants—Limitation on Indebtedness" or (b) the Consolidated Fixed Charge Coverage Ratio of the Company or the Surviving Entity is equal to or greater than the Company's Consolidated Fixed Charge Coverage Ratio immediately prior to such transaction;

        (4)   at the time of the transaction, each Guarantor, if any, unless it is the other party to the transactions described above, will have by supplemental indenture confirmed that its Guarantee shall apply to such Person's obligations under the Indenture and the Notes;

        (5)   at the time of the transaction, such Issuer or the Surviving Entity will have delivered, or caused to be delivered, to the Trustee, in form and substance reasonably satisfactory to the Trustee, an Officer's Certificate and an opinion of counsel, each to the effect that such consolidation, merger, transfer, sale, assignment, conveyance, transfer, lease or other transaction and the supplemental indenture in respect thereof comply with the Indenture and that all conditions precedent therein provided for relating to such transaction have been complied with;

        (6)   such Issuer or the Surviving Entity, as applicable, promptly causes such amendments, supplements or other instruments to be executed, delivered, filed and recorded, as applicable, in such jurisdictions as may be reasonably required by applicable law to preserve and protect the Lien of the Security Documents on the Collateral owned by or transferred to such Issuer or the Surviving Entity; and

        (7)   the Collateral owned by or transferred to such Issuer or the Surviving Entity, as applicable, shall (a) continue to constitute Collateral under the Indenture and the Security Documents, (b) be subject to the Lien in favor of the Collateral Agent for the benefit of the Trustee and the holders of the Notes, and (c) not be subject to any Lien other than Permitted Liens.

        Notwithstanding the foregoing clauses (2) or (3), (1) either Issuer may consolidate with, merge into or transfer all or part of its properties and assets to the other Issuer; (2) any Restricted Subsidiary may consolidate with, merge into or transfer all or part of its properties and assets to another Restricted Subsidiary and (3) either Issuer may merge with an Affiliate that has no significant assets or liabilities and was formed solely for the purpose of changing such Issuer's jurisdiction of organization to another state of the United States.

        Each Guarantor will not, and the Issuers will not permit a Guarantor to, in a single transaction or through a series of related transactions, consolidate with or merge with or into any other Person (other than the Issuers or any Guarantor) or sell, assign, convey, transfer, lease or otherwise dispose of all or substantially all of its properties and assets to any Person or group of Persons (other than the Issuers or any Guarantor), unless at the time and after giving effect thereto:

        (1)    (a)  either (i) the Guarantor will be the continuing corporation in the case of a consolidation or merger involving the Guarantor or (ii) the Person formed by or surviving such consolidation or merger or the Person which acquires by sale, assignment, conveyance, transfer, lease or disposition all or substantially all of the properties and assets of the Guarantor on a consolidated basis (the "Surviving Guarantor Entity") will be a corporation, limited liability company, limited liability partnership, partnership or trust duly organized and validly existing under the laws of the United States of America, any state thereof or the District of Columbia and such Person (x) expressly assumes, by a supplemental indenture, in a form reasonably satisfactory to the Trustee, all the obligations of such Guarantor under its Guarantee of the Notes and the Indenture and the Registration Rights Agreement and such Guarantee, Indenture and Registration Rights Agreement will remain in full force and effect; and (y) shall expressly assume the due and punctual performance of the covenants and obligations of the applicable Guarantor under the Security Documents;

125

        (b)   after giving effect to such transaction, no Default or Event of Default exists;

        (c)   at the time of the transaction such Guarantor or the Surviving Guarantor Entity will have delivered, or caused to be delivered, to the Trustee, in form and substance reasonably satisfactory to the Trustee, an Officer's Certificate and an opinion of counsel, each to the effect that such consolidation, merger, transfer, sale, assignment, conveyance, lease or other transaction and the supplemental indenture in respect thereof comply with the Indenture and that all conditions precedent therein provided for relating to such transaction have been complied with;

        (d)   the Guarantor or the Surviving Guarantor Entity, as applicable, promptly causes such amendments, supplements or other instruments to be executed, delivered, filed and recorded, as applicable, in such jurisdictions as may be reasonably required by applicable law to preserve and protect the Lien of the Security Documents on the Collateral owned by or transferred to the Guarantor or the Surviving Guarantor Entity;

        (e)   the Collateral owned by or transferred to the Guarantor or the Surviving Guarantor Entity, as applicable, shall (i) continue to constitute Collateral under the Indenture and the Security Documents, (ii) be subject to the Lien in favor of the Collateral Agent for the benefit of the Trustee and the holders of the Notes, and (iii) not be subject to any Lien other than Permitted Liens; and

        (f)    the property and assets of the Person which is merged or consolidated with or into the Guarantor or the Surviving Guarantor Entity, as applicable, to the extent that they are property or assets of the types which would constitute Collateral under the Security Documents, shall be treated as after-acquired property and the Guarantor or the Surviving Guarantor Entity shall take such action as may be reasonably necessary to cause such property and assets to be made subject to the Lien of the Security Documents in the manner and to the extent required in the Indenture; or

        (2)   the transaction is made in compliance with the covenant "—Limitation on Sale of Assets."

        In the event of any transaction (other than a lease) described in and complying with the conditions listed in the three immediately preceding paragraphs in which an Issuer or any Guarantor, as the case may be, is not the continuing entity, the successor Person formed or remaining or to which such transfer is made shall succeed to, and be substituted for, and may exercise every right and power of, such Issuer or such Guarantor, as the case may be, and an Issuer or any Guarantor, as the case may be, would be discharged from all obligations and covenants under the Indenture and the Notes or its Guarantee, as the case may be, the Registration Rights Agreement and the Security Documents.

        For purposes of this covenant, the sale, lease, conveyance, assignment, transfer or other disposition of all or substantially all of the properties and assets of one or more Restricted Subsidiaries of the Company, which properties and assets, if held by the Company instead of such Restricted Subsidiaries, would constitute all or substantially all of the properties and assets of the Company on a consolidated basis, shall be deemed to be the sale, lease, conveyance, assignment, transfer or other disposition of all or substantially all of the properties and assets of the Company.

Events of Default

        An Event of Default will occur under the Indenture if:

        (1)   there shall be a default in the payment of any interest on any Note when it becomes due and payable, and such default shall continue for a period of 30 days;

126

        (2)   there shall be a default in the payment of the principal of (or premium, if any, on) any Note at its Maturity (upon acceleration, optional redemption, required repurchase or otherwise);

        (3)   there shall be a default in the performance, or breach, of any covenant or agreement of an Issuer or any Guarantor under the Indenture or any Guarantee (other than a default in the performance, or breach, of a covenant or agreement which is specifically dealt with in clause (1) or (2) above or in clause (b), (c) or (d) of this clause (3)) and such default or breach shall continue for a period of 60 days after written notice has been given, by certified mail, (1) to the Issuers by the Trustee or (2) to the Issuers and the Trustee by the holders of at least 25% in aggregate principal amount of the outstanding Notes; (b) there shall be a default in the performance or breach of the provisions described in "—Certain Covenants—Consolidation, Merger, Sale of Assets"; (c) the Issuers shall have failed to make or consummate an Offer in accordance with the provisions of "—Certain Covenants—Limitation on Sale of Assets"; or (d) the Issuers shall have failed to make or consummate a Change of Control Offer in accordance with the provisions of "—Purchase of Notes Upon a Change of Control";

        (4)   (a) any default in the payment of the principal or premium, if any, on any Indebtedness when due under any of the agreements, indentures or instruments under which the Issuers, any Guarantor or any Restricted Subsidiary then has outstanding Indebtedness (other than Indebtedness owed to the Issuers or a Restricted Subsidiary) in excess of $15.0 million ("Material Indebtedness") and such default shall have continued after giving effect to any applicable grace period and shall not have been cured or waived or (b) an event of default as defined in any of the agreements, indentures or instruments described in clause (a) of this clause (4) shall have occurred and the Material Indebtedness thereunder, if not already matured at its final maturity in accordance with its terms, shall have been accelerated;

        (5)   any Guarantee of any Significant Subsidiary or any group of Restricted Subsidiaries which collectively (as of the latest audited consolidated financial statements for the Company) would constitute a Significant Subsidiary shall for any reason cease to be, or shall for any reason be asserted in writing by any Guarantor or the Issuers not to be, in full force and effect and enforceable in accordance with its terms, except to the extent permitted by the Indenture and any such Guarantee;

        (6)   one or more final, non-appealable judgments or orders of any court or regulatory or administrative agency for the payment of money in excess of $15.0 million (net of any amounts to the extent that they are covered by insurance), either individually or in the aggregate, shall be rendered against an Issuer, any Guarantor or any Restricted Subsidiary which has not been discharged, fully bonded or stayed for a period of 60 consecutive days;

        (7)   the occurrence of certain events of bankruptcy, insolvency or reorganization with respect to the Issuers or any Significant Subsidiary or any group of Restricted Subsidiaries which collectively (as of the latest audited consolidated financial statements for the Company and its Restricted Subsidiaries) would constitute a Significant Subsidiary; or

        (8)   unless all of the Collateral has been released from the Note Liens in accordance with the provisions of the Security Documents, (x) default by the Issuers or any Subsidiary in the performance of the Security Documents which materially adversely affects the enforceability, validity, perfection or priority of the Note Liens on a material portion of the Collateral, (y) the repudiation or disaffirmation by the Issuers or any Guarantor of its material obligations under the Security Documents or (z) the determination in a judicial proceeding that the Security Documents are unenforceable or invalid against the Issuers or any Guarantor party thereto for any reason with respect to a material portion of the Collateral and, in the case of any event described in subclauses (x) through (z), such default, repudiation, disaffirmation or determination is not rescinded, stayed, or waived by the Persons having such authority pursuant to the Security

127

Documents or otherwise cured within 60 days after the Issuers receive written notice thereof specifying such occurrence from the Trustee or the holders of at least 25% of the outstanding principal amount of the Notes and demanding that such default be remedied.

        If an Event of Default (other than as specified in clause (7) of the prior paragraph with respect to an Issuer) shall occur and be continuing with respect to the Indenture, the Trustee or the holders of not less than 25% in aggregate principal amount of the Notes then outstanding may, and the Trustee at the request of such holders shall, declare all unpaid principal of, premium, if any, and accrued interest on all Notes to be due and payable immediately, by a notice in writing to the Issuers (and to the Trustee if given by the holders of the Notes) and upon any such declaration, such principal, premium, if any, and interest shall become due and payable immediately. If an Event of Default specified in clause (7) of the prior paragraph with respect to an Issuer occurs and is continuing, then all the Notes shall automatically become and be due and payable immediately in an amount equal to the principal amount of the Notes, together with accrued and unpaid interest, if any, to the date the Notes become due and payable, without any declaration or other act on the part of the Trustee or any holder. Thereupon, the Trustee may, at its discretion, proceed to protect and enforce the rights of the holders of Notes by appropriate judicial proceedings.

        After a declaration of acceleration, but before a judgment or decree for payment of the money due has been obtained by the Trustee, the holders of a majority in aggregate principal amount of Notes outstanding by written notice to the Issuers and the Trustee, may rescind and annul such declaration and its consequences if:

        (a)   the Issuers have paid or deposited with the Trustee a sum sufficient to pay (1) all sums paid or advanced by the Trustee under the Indenture and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, (2) all overdue interest on all Notes then outstanding, (3) the principal of, and premium, if any, on any Notes then outstanding which have become due otherwise than by such declaration of acceleration and interest thereon at the rate borne by the Notes and (4) to the extent that payment of such interest is lawful, interest upon overdue interest at the rate borne by the Notes; and

        (b)   all Events of Default, other than the non-payment of principal of, premium, if any, and interest on the Notes which have become due solely by such declaration of acceleration, have been cured or waived as provided in the Indenture.

No such rescission shall affect any subsequent default or impair any right consequent thereon.

        The holders of not less than a majority in aggregate principal amount of the Notes outstanding may on behalf of the holders of all outstanding Notes waive any past default under the Indenture and its consequences, except a default (1) in the payment of the principal of, premium, if any, or interest on any Note (which may only be waived with the consent of each holder of Notes affected) or (2) in respect of a covenant or provision which under the Indenture cannot be modified or amended without the consent of the holder of each Note affected by such modification or amendment.

        No holder of any of the Notes has any right to institute any proceedings with respect to the Indenture or any remedy thereunder, unless (a) such holder has previously given notice to the Trustee of a continuing Event of Default; (b) the holders of at least 25% in aggregate principal amount of the outstanding Notes have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as trustee under the Indenture and the Notes; (c) such holder or holders have offered to the Trustee indemnity satisfactory to the Trustee against the costs, expenses and liabilities to be incurred in compliance with such request; (d) the Trustee has failed to institute such proceeding within 60 days after receipt of such notice; and (e) the Trustee, within such 60-day period, has not received directions inconsistent with such written request by holders of a majority in aggregate principal amount of the outstanding Notes. Such limitations do not, however, apply to a suit instituted

128

by a holder of a Note for the enforcement of the payment of the principal of, premium, if any, or interest on such Note on or after the respective due dates expressed in such Note.

        The Issuers are required to notify the Trustee within five business days of the date they become aware of the occurrence of any Default. The Issuers are required to deliver to the Trustee, on or before the date not more than 120 days after the end of each fiscal year, a written statement as to compliance with the Indenture, including whether or not any Default has occurred. The Trustee is under no obligation to exercise any of the rights or powers vested in it by the Indenture at the request or direction of any of the holders of the Notes unless such holders offer to the Trustee security or indemnity satisfactory to the Trustee against the costs, expenses and liabilities which might be incurred thereby.

        The Trust Indenture Act contains limitations on the rights of the Trustee, should it become a creditor of the Issuers or any Guarantor, if any, to obtain payment of claims in certain cases or to realize on certain property received by it in respect of any such claims, as security or otherwise. The Trustee is permitted to engage in other transactions, but if it acquires any conflicting interest it must eliminate such conflict upon the occurrence of an Event of Default or else resign.

No Personal Liability of Directors, Officers, Employees and Stockholders

        No director, officer, employee, member or stockholder of the Issuers or any Guarantor, as such, will have any liability for any obligations of the Issuers or the Guarantors under the Notes, the Indenture, the Guarantees, or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each holder of Notes by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes. The waiver may not be effective to waive liabilities under the federal securities laws.

Defeasance or Covenant Defeasance of Indenture

        The Issuers may, at their option and at any time, elect to have the obligations of the Issuers, the Guarantors and any other obligor upon the Notes discharged with respect to the outstanding Notes ("defeasance"). Such defeasance means that the Issuers, the Guarantors and any other obligor under the Indenture shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes, except for:

        (1)   the rights of holders of such outstanding Notes to receive payments in respect of the principal of, premium, if any, and interest on such Notes when such payments are due;

        (2)   the Issuers' obligations with respect to the Notes concerning issuing temporary Notes, registration of Notes, mutilated, destroyed, lost or stolen Notes, and the maintenance of an office or agency for payment and money for security payments held in trust;

        (3)   the rights, powers, trusts, duties and immunities of the Trustee; and

        (4)   the defeasance provisions of the Indenture.

        In addition, the Issuers may, at their option and at any time, elect to have the obligations of the Issuers and the Guarantors released with respect to certain covenants that are described in the Indenture ("covenant defeasance") and thereafter any omission to comply with such obligations shall not constitute a Default or an Event of Default with respect to the Notes. In the event covenant defeasance occurs, certain events (not including non-payment, bankruptcy and insolvency events related to an Issuer) described under "—Events of Default" will no longer constitute an Event of Default with respect to the Notes.

        In order to exercise either defeasance or covenant defeasance,

129

        (a)   the Issuers must irrevocably deposit with the Trustee, in trust, for the benefit of the holders of the Notes, cash in United States dollars, U.S. government obligations (as defined in the Indenture), or a combination thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized firm of independent public accountants or a nationally recognized investment banking firm, to pay and discharge the principal of, premium, if any, and interest on the outstanding Notes on the Stated Maturity or, to the extent the Issuers have previously provided a notice of redemption with respect to the outstanding Notes, on the applicable redemption date;

        (b)   in the case of defeasance, the Issuers shall have delivered to the Trustee an opinion of independent counsel in the United States stating that (A) the Issuers have received from, or there has been published by, the Internal Revenue Service a ruling or (B) since the Issue Date, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such opinion of independent counsel in the United States shall confirm that (subject to customary assumptions, qualifications and exclusions), the holders of the outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of such defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such defeasance had not occurred;

        (c)   in the case of covenant defeasance, the Issuers shall have delivered to the Trustee an opinion of independent counsel in the United States to the effect that (subject to customary assumptions, qualifications and exclusions) the holders of the outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of such covenant defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such covenant defeasance had not occurred;

        (d)   no Default or Event of Default shall have occurred and be continuing on the date of such deposit;

        (e)   such defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a Default under any other material agreement or instrument to which the Issuers or any Guarantor is a party or by which it is bound; and

        (f)    the Issuers will have delivered to the Trustee an Officer's Certificate and an opinion of independent counsel, each stating that all conditions precedent to either the defeasance or the covenant defeasance, as the case may be, have been complied with.

Satisfaction and Discharge

        The Indenture will be discharged and will cease to be of further effect (except as to surviving rights of registration of transfer or exchange of the Notes as expressly provided for in the Indenture) as to all outstanding Notes under the Indenture when:

        (a)   either:

        (1)   all such Notes theretofore authenticated and delivered (except lost, stolen or destroyed Notes which have been replaced or paid or Notes whose payment has been deposited in trust or segregated and held in trust by the Issuers and thereafter repaid to the Issuers or discharged from such trust as provided for in the Indenture) have been delivered to the Trustee for cancellation; or

        (2)   all Notes not theretofore delivered to the Trustee for cancellation (a) have become due and payable, (b) will become due and payable at their Stated Maturity within one year, or (c) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Issuers;

130

        (b)   the Issuers or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust an amount in United States dollars or U.S. government obligations, or a combination thereof sufficient to pay and discharge the entire indebtedness on the Notes not theretofore delivered to the Trustee for cancellation, including principal of, premium, if any, and accrued interest at such Maturity, Stated Maturity or redemption date;

        (c)   after giving effect thereto, no default or event of default shall have occurred and be continuing under any Indebtedness of the Issuers or any Restricted Subsidiary on the date of such deposit;

        (d)   such satisfaction and discharge will not result in a breach or violation of, or constitute a default under any other material agreement or instrument to which the Issuers or any Restricted Subsidiary is a party or by which the Issuers or any Restricted Subsidiary is bound;

        (e)   the Issuers or any Guarantor has paid or caused to be paid all other sums payable under the Indenture by the Issuers; and

        (f)    the Issuers have delivered to the Trustee an Officer's Certificate and an opinion of independent counsel, each stating that all conditions precedent under the Indenture relating to the satisfaction and discharge of such Indenture have been complied with.

Modifications and Amendments

        Modifications and amendments of any of the Indenture and/or the Security Documents may be made by the Issuers, each Guarantor party thereto, if any, and the Trustee and/or Collateral Agent, as applicable, with the consent of the holders of at least a majority in aggregate principal amount of the Notes then outstanding (including consents obtained in connection with a tender offer or exchange offer for Notes); provided, however, that no such modification or amendment may, without the consent of the holder of each outstanding Note affected thereby:

        (1)   change the Stated Maturity of the principal of, or any installment of interest on, or change to an earlier date any redemption date of, or waive a default in the payment of the principal of, premium, if any, or interest on, any such Note or reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the redemption thereof, or change the coin or currency in which the principal of any such Note or any premium or the interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment after the Stated Maturity thereof (or, in the case of redemption, on or after the redemption date) (in each case other than the provisions with respect to "—Purchase of Notes Upon a Change of Control" and an offer pursuant to "—Certain Covenants—Limitation on Sale of Assets");

        (2)   reduce the percentage in principal amount of such outstanding Notes, the consent of whose holders is required for any such supplemental indenture, or the consent of whose holders is required for any waiver or compliance with certain provisions of the Indenture;

        (3)   modify any of the provisions relating to supplemental indentures requiring the consent of holders or relating to the waiver of past defaults or relating to the waiver of certain covenants, except to increase the percentage of such outstanding Notes required for such actions or to provide that certain other provisions of the Indenture cannot be modified or waived without the consent of the holder of each such Note affected thereby;

        (4)   amend or modify any of the provisions of the Indenture in any manner which subordinates the Notes issued thereunder in right of payment to any other Indebtedness of the Issuers or which subordinates any Guarantee in right of payment to any other Indebtedness of the Guarantor issuing any such Guarantee; or

        (5)   release any Guarantee of a Significant Subsidiary except in compliance with the terms of the Indenture.

131

        In addition, any amendment to, or waiver of, the provision of the Indenture or any Security Document that has the effect of releasing all or substantially all of the Collateral from the Note Liens will require consent of the holders of at least 75% in aggregate principal amount of the Notes then outstanding (including consents obtained in connection with a tender offer or exchange offer for the Notes).

        Notwithstanding the foregoing, without the consent of any holders of the Notes, the Issuers, any Guarantor, any other obligor under the Notes and the Trustee and/or Collateral Agent, as applicable, may modify or amend the Indenture or the Security Documents:

        (1)   to evidence the succession of another Person to the Issuers or a Guarantor, and the assumption by any such successor of the covenants of the Issuers or such Guarantor in the Indenture, the Notes, any Guarantee and the Security Documents in accordance with "—Certain Covenants—Consolidation, Merger, Sale of Assets";

        (2)   to add to the covenants of the Issuers, any Guarantor or any other obligor upon the Notes for the benefit of the holders of the Notes or to surrender any right or power conferred upon the Issuers or any Guarantor or any other obligor upon the Notes, as applicable, in the Indenture, the Notes, any Guarantee or any Security Document;

        (3)   to cure any ambiguity, or to correct or supplement any provision in the Indenture, the Notes, any Guarantee or any Security Document which may be defective or inconsistent with any other provision in the Indenture, the Notes, any Guarantee or any Security Document;

        (4)   to make any other provisions with respect to matters or questions arising under the Indenture, the Notes, any Guarantee or any Security Document; provided that, in each case, such provisions, shall not materially adversely affect the interest of the holders of the Notes;

        (5)   to comply with the requirements of the SEC in order to effect or maintain the qualification of the Indenture under the Trust Indenture Act;

        (6)   to add to the Collateral securing the Notes or to add a Guarantor under the Indenture;

        (7)   to evidence and provide the acceptance of the appointment of a successor Trustee or Collateral Agent under the Indenture or the Security Documents;

        (8)   to mortgage, pledge, hypothecate or grant a Lien in favor of the Collateral Agent for the benefit of the holders of the Notes (and the holders or lenders of ABL Liens or Permitted Additional Pari Passu Obligations) as additional security for the payment and performance of the Issuers' and any Guarantor's obligations under the Indenture, in any property, or assets, including any of which are required to be mortgaged, pledged or hypothecated, or in which a security interest is required to be granted to or for the benefit of the Trustee or the Collateral Agent pursuant to the Indenture, any of the Security Documents or otherwise;

        (9)   to provide for the issuance of Additional Notes in accordance with the Indenture;

        (10) to provide for the release of Collateral from the Note Lien and the Security Documents when permitted or required by any of the Security Documents, the Intercreditor Agreement or the Indenture;

        (11) to secure any Permitted Additional Pari Passu Obligations under the Security Documents and to appropriately include the same in the Intercreditor Agreement; or

        (12) in the sole discretion of the Issuers, to conform any provision of the Indenture or the Security Documents to the provisions of this "Description of the Notes" contained in the prospectus relating to the sale of the unregistered notes to the extent such provision was intended to be a verbatim recital of a provision contained herein.

132

        The holders of a majority in aggregate principal amount of the Notes outstanding may waive compliance with certain restrictive covenants and provisions of the Indenture.

Governing Law

        The Indenture, the Security Agreement, the Intercreditor Agreement, the Notes and any Guarantee will be governed by, and construed in accordance with, the laws of the State of New York.

Concerning the Trustee

        The Indenture contains certain limitations on the rights of the Trustee, should it become a creditor of the Issuers, to obtain payment of claims in certain cases, or to realize on certain property received in respect of any such claim as security or otherwise. The Trustee will be permitted to engage in other transactions; however, if it acquires any conflicting interest it must eliminate such conflict within 90 days, apply to the SEC for permission to continue as Trustee with such conflict or resign as Trustee.

        Subject to the terms of the Security Documents, the holders of a majority in principal amount of the then outstanding Notes will have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee, subject to certain exceptions. The Indenture provides that in case an Event of Default occurs (which has not been cured), the Trustee will be required, in the exercise of its power, to use the degree of care of a prudent person in the conduct of such person's own affairs. Subject to such provisions, the Trustee will be under no obligation to exercise any of its rights or powers under the Indenture at the request of any holder of Notes unless such holder shall have offered to the Trustee security and indemnity satisfactory to it against any loss, liability or expense.

        The Indenture provides that neither the Trustee nor the Collateral Agent shall be responsible for the existence, genuineness, value or protection of any Collateral (except for the safe custody of Collateral in its possession and the accounting for Trust Monies actually received), for the legality, effectiveness or sufficiency of any Security Document, or for the creation, perfection, priority, sufficiency or protection of any Note Lien.

Book-Entry Settlement and Clearance

The Global Notes

        The exchange notes will be issued in one or more fully registered global notes (the "Global Notes"). Upon issuance, each of the Global Notes will be deposited with the trustee as custodian for DTC and registered in the name of Cede & Co., as nominee of DTC.

        Ownership of beneficial interests in each Global Note will be limited to persons who have accounts with DTC ("DTC participants") or persons who hold interests through DTC participants. Beneficial interests in the Global Notes will be held in minimum denominations of $2,000 and integral multiples of $1,000 in excess of $2,000.

        We expect that under procedures established by DTC:

•

upon deposit of each Global Note with DTC's custodian, DTC will credit portions of the principal amount of the Global Note to the accounts of the DTC participants designated by the initial purchasers; and

•

ownership of beneficial interests in each Global Note will be shown on, and transfer of ownership of those interests will be effected only through, records maintained by DTC (with respect to interests of DTC participants) and the records of DTC participants (with respect to other owners of beneficial interests in any of the Global Notes).

133

        Beneficial interests in the Global Notes may not be exchanged for notes in physical, certificated form ("Certificated Notes") except in the limited circumstances described below. Transfers of beneficial interests in the Global Notes will be subject to the applicable rules and procedures of DTC and its direct and indirect participants (including, if applicable, those of Euroclear and Clearstream), which may change from time to time.

Book-entry procedures for the Global Notes

        All interests in the Global Notes will be subject to the operations and procedures of DTC, Euroclear and Clearstream. We provide the following summaries of those operations and procedures solely for the convenience of investors. The operations and procedures of each settlement system are controlled by that settlement system and may be changed at any time. Neither we nor the initial purchasers are responsible for those operations or procedures.

        DTC has advised us that it is:

•

a limited purpose trust company organized under the laws of the State of New York;

•

a "banking organization" within the meaning of the New York State Banking Law;

•

a member of the Federal Reserve System;

•

a "clearing corporation" within the meaning of the Uniform Commercial Code; and

•

a "clearing agency" registered under Section 17A of the Exchange Act.

        DTC was created to hold securities for its participants and to facilitate the clearance and settlement of securities transactions between its participants through electronic book-entry changes to the accounts of its participants. DTC's participants include securities brokers and dealers, including the initial purchasers; banks and trust companies; clearing corporations and other organizations. Indirect access to DTC's system is also available to others such as banks, brokers, dealers and trust companies; these indirect participants clear through or maintain a custodial relationship with a DTC participant, either directly or indirectly. Investors who are not DTC participants may beneficially own securities held by or on behalf of DTC only through DTC participants or indirect participants in DTC.

        So long as DTC's nominee is the registered owner of a Global Note, that nominee will be considered the sole owner or holder of the notes represented by that Global Note for all purposes under the Indenture. Except as provided below, owners of beneficial interests in a Global Note:

•

will not be entitled to have notes represented by the Global Note registered in their names;

•

will not receive or be entitled to receive physical delivery of notes in certificated form; and

•

will not be considered the owners or "holders" of the notes under the indenture for any purpose, including with respect to the giving of any direction, instruction or approval to the trustee under the Indenture.

        As a result, each investor who owns a beneficial interest in a Global Note must rely on the procedures of DTC to exercise any rights of a holder of notes under the indenture (and, if the investor is not a participant or an indirect participant in DTC, on the procedures of the DTC participant through which the investor owns its interest).

        Payments of principal, premium (if any) and interest with respect to the notes represented by a Global Note will be made by the trustee to DTC's nominee as the registered holder of the Global Note. Neither we nor the trustee will have any responsibility or liability for the payment of amounts to owners of beneficial interests in a Global Note, for any aspect of the records relating to or payments made on account of those interests by DTC, or for maintaining, supervising or reviewing any records of DTC relating to those interests.

134

        Payments by participants and indirect participants in DTC to the owners of beneficial interests in a Global Note will be governed by standing instructions and customary industry practice and will be the responsibility of those participants or indirect participants and DTC.

        Transfers between participants in DTC will be effected in accordance with DTC's procedures and will be settled in same-day funds. Transfers between participants in Euroclear or Clearstream will be effected in accordance with their respective rules and operating procedures.

        Cross-market transfers between DTC participants, on the one hand, and Euroclear or Clearstream participants, on the other hand, will be effected within DTC through the DTC participants that are acting as depositaries for Euroclear and Clearstream. To deliver or receive an interest in a Global Note held in a Euroclear or Clearstream account, an investor must send transfer instructions to Euroclear or Clearstream, as the case may be, in accordance with the rules and procedures of that system and within the established deadlines of that system. If the transaction meets its settlement requirements, Euroclear or Clearstream, as the case may be, will send instructions to its DTC depositary to take action to effect final settlement by delivering or receiving interests in the relevant Global Notes in DTC, and making or receiving payment under normal procedures for same-day funds settlement applicable to DTC.

        Euroclear and Clearstream participants may not deliver instructions directly to the DTC depositaries that are acting for Euroclear or Clearstream.

        DTC, Euroclear and Clearstream have agreed to the above procedures to facilitate transfers of interests in the Global Notes among participants in those settlement systems. However, the settlement systems are not obligated to perform these procedures and may discontinue or change these procedures at any time. Neither we nor the trustee will have any responsibility for the performance by DTC, Euroclear or Clearstream or their participants or indirect participants of their obligations under the rules and procedures governing their operations.

Exchange of Global Notes for Certificated Notes

        Subject to the procedures of DTC, a Global Note is exchangeable for a Certificated Note only if:

•

DTC (a) notifies us that it is unwilling or unable to continue as depositary for the Global Notes or (b) has ceased to be registered as a clearing agency under the Exchange Act and, in either case, we fail to appoint a successor depositary within 90 days;

•

a Default with respect to the notes has occurred and is continuing; or

•

we, in our sole discretion, execute and deliver an Officer's Certificate stating that such Global Note shall be exchangeable for a Certificated Note.

Same Day Settlement and Payment

        We will make payments in respect of the notes represented by the Global Notes (including principal, interest and premium, if any) by wire transfer of immediately available funds to the accounts specified by the Global Note holder. We will make all payments of principal, interest and premium, if any, with respect to Certificated Notes by wire transfer of immediately available funds to the accounts specified by the holders thereof or, if no account is specified, by mailing a check to that holder's registered address.

        The notes represented by the Global Notes are expected to trade in DTC's Same Day Funds Settlement System, and any permitted secondary market trading activity in the notes will, therefore, be required by DTC to be settled in immediately available funds. We expect that secondary trading in any Certificated Notes will also be settled in immediately available funds.

135

        Because of time zone differences, credits of interests in the Global Notes received in Euroclear or Clearstream as a result of a transaction with a DTC participant will be made during subsequent securities settlement processing and dated the business day following the DTC settlement date. Cash received in Euroclear or Clearstream from the sale of an interest in a Global Note to a DTC participant will be received with value on the DTC settlement date but will be available in the relevant Euroclear or Clearstream cash account as of the business day for Euroclear or Clearstream following the DTC settlement date.

Certain Definitions

        "ABL Facility Collateral Agent" means Bank of America, N.A., as collateral agent under the Credit Agreement, and its successors, replacements and/or assigns in such capacity.

        "ABL Liens" means all Liens in favor of the ABL Facility Collateral Agent on Collateral securing the ABL Obligations.

        "ABL Obligations" means (x) the Indebtedness and other obligations which are secured by a Lien on the Collateral permitted by clause (b) of the definition of "Permitted Liens" and (y) obligations in respect of "Bank Products" (which is defined in the Intercreditor Agreement to include certain cash management obligations and Hedging Obligations) that are permitted to be secured pursuant to the definition of "Permitted Liens."

        "ABL Priority Collateral" shall mean the following property of the Issuers and the Guarantors, whether now owned or hereafter acquired (but excluding Excluded Assets described under "—Security"):

        (1)   all accounts, other than accounts which constitute identifiable proceeds which arise from the sale, license, assignment or other disposition of Notes Priority Collateral;

        (2)   all chattel paper, other than chattel paper which constitutes identifiable proceeds of Notes Priority Collateral;

        (3)   all (x) deposit accounts (other than the Collateral Account and Trust Monies) and money and all cash, checks, other negotiable instruments, funds and other evidences of payments held therein (other than the Collateral Account and Trust Monies), and (y) securities accounts (other than the Collateral Account and Trust Monies) and security entitlements and securities credited thereto, and, in each case, all cash, checks and other property held therein or credited thereto;

        (4)   all inventory;

        (5)   all prescription lists;

        (6)   to the extent relating to, evidencing or governing any of the items referred to in the preceding clauses (1) through (5) constituting ABL Priority Collateral, all documents, general intangibles (other than patents, trademarks, copyrights and other intellectual property), instruments (including promissory notes) and commercial tort claims;

        (7)   to the extent relating to any of the items referred to in the preceding clauses (1) through (6) constituting ABL Priority Collateral, all supporting obligations and letter-of-credit rights;

        (8)   all books and records relating to the items referred to in the preceding clauses (1) through (7) constituting ABL Priority Collateral (including all books, databases, customer lists, and records, whether tangible or electronic, which contain any information relating to any of the items referred to in the preceding clauses (1) through (7)); and

136

        (9)   all proceeds of any of the foregoing, including collateral security and guarantees with respect to any of the foregoing and all cash, money, insurance proceeds, instruments, securities, financial assets and deposit accounts.

        "Acquired Indebtedness" means, with respect to any specified Person, Indebtedness of any other Person (1) existing at the time such other Person is consolidated or merged with or into, or became a Subsidiary of, such specified Person, whether or not such Indebtedness is incurred in connection with, or in contemplation of, such other Person consolidating or merging with or into, or becoming a Subsidiary of, such specified Person, or (2) assumed in connection with the acquisition of assets from such other Person, whether or not such Indebtedness is incurred in connection with, or in contemplation of such acquisition, as the case may be. Notwithstanding the foregoing, Acquired Indebtedness shall not include Indebtedness of such other Person that is extinguished, retired or repaid substantially concurrently with such other Person becoming a Restricted Subsidiary of, or at the time it is consolidated or merged with or into, such specified Person.

        "Affiliate" means, with respect to any specified Person, any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For the purposes of this definition, "control" when used with respect to any specified Person means the power to direct the management and policies of such Person, directly or indirectly, whether through ownership of voting securities, by contract or otherwise; and the terms "controlling" and "controlled" have meanings correlative to the foregoing.

        "Applicable Premium" means, with respect to any Note on any date of redemption, the greater of:

        (1)   1.0% of the principal amount of the Note, or

        (2)   the excess of:

        (a)   the present value at such redemption date of (i) the redemption price of the Note at October 15, 2012 (such redemption price being set forth in the table appearing above under the caption "—Optional Redemption"), plus (ii) all required interest payments due on the Note through October 15, 2012 (excluding accrued but unpaid interest to the date of redemption), computed using a discount rate equal to the Treasury Rate as of such date of redemption plus 50 basis points; over

        (b)   the principal amount of the Note.

        "Asset Sale" means any sale, issuance, conveyance, transfer, lease or other disposition (including, without limitation, by way of merger, consolidation or sale and leaseback transaction) (collectively, a "transfer"), directly or indirectly, in one or a series of related transactions, of:

        (1)   any Capital Stock of any Restricted Subsidiary;

        (2)   all or substantially all of the properties and assets of any division or line of business of an Issuer or any Restricted Subsidiary; or

        (3)   any other properties or assets (including any transfer by written contract by an Issuer or any Restricted Subsidiary to any other Person of any of their rights to receive all or a portion of the proceeds from the sale by the Company or any Restricted Subsidiary of any such asset or properties) of an Issuer or any Restricted Subsidiary other than in the ordinary course of business.

        For the purposes of this definition, the term "Asset Sale" shall not include any transfer of properties and assets:

        (A)  that is governed by the provisions described under "—Certain Covenants—Consolidation, Merger, Sale of Assets";

137

        (B)  that is by an Issuer to any Restricted Subsidiary or by any Restricted Subsidiary to an Issuer or any Restricted Subsidiary or that is the issuance of Capital Stock by a Restricted Subsidiary to an Issuer or to another Restricted Subsidiary (other than a Securitization Entity);

        (C)  that would be a Restricted Payment permitted to be made under the "Limitation on Restricted Payments" covenant or a Permitted Investment;

        (D)  that is a disposition of Receivables and Related Assets in a Qualified Securitization Transaction;

        (E)  that are obsolete, damaged or worn out equipment or otherwise unsuitable for use in the ordinary course of business;

        (F)  that is the disposition of Capital Stock of, or other Investment in, an Unrestricted Subsidiary;

        (G)  that is the sale or other disposition of cash or Cash Equivalents or the voluntary termination of Hedging Obligations;

        (H)  that is the sale, transfer or disposition deemed to occur in connection with creating or granting any Liens pursuant to the provisions described under "—Certain Covenants—Limitation on Liens" (including Permitted Liens);

        (I)   the Fair Market Value of which in the aggregate does not exceed $2.5 million in any transaction or series of related transactions;

        (J)   consisting of the licensing of any intellectual property in the ordinary course of business of the Company and its Restricted Subsidiaries;

        (K)  to the extent allowable under Section 1031 of the Internal Revenue Code of 1986, any exchange of like property (excluding any boot thereon) for use in a Permitted Business; provided that to the extent the property exchanged was Notes Priority Collateral, substantially all of property received in exchange therefore constitutes Notes Priority Collateral;

        (L)  that is a transfer of property subject to casualty or condemnation proceedings (including in lieu thereof) upon the receipt of the net cash proceeds therefore; provided such net cash proceeds are deemed to be Net Cash Proceeds and are applied in accordance with the covenant "—Certain Covenants—Limitation on Sale of Assets;

        (M) that is a foreclosure on assets or a disposition of Investments or receivables in connection with the compromise, settlement or collection thereof or in bankruptcy or similar proceedings; or

        (N)  that is surrender or waiver of contract rights or the settlement, release or surrender of contract, tort or other claims of any kind.

        "Average Life to Stated Maturity" means, as of the date of determination with respect to any Indebtedness, the quotient obtained by dividing (1) the sum of the product of (a) the number of years from the date of determination to the date or dates of each successive scheduled principal payment of such Indebtedness multiplied by (b) the amount of each such principal payment by (2) the sum of all such principal payments.

        "Capital Lease Obligation" of any Person means any obligation of such Person and its Restricted Subsidiaries on a consolidated basis under any capital lease of (or other agreement conveying the right to use) real or personal property which, in accordance with GAAP, is required to be recorded as a capitalized lease obligation.

        "Capital Stock" of any Person means any and all shares, interests, participations, rights in or other equivalents (however designated) of such Person's capital stock, other equity interests whether now

138

outstanding or issued after the Issue Date, partnership interests (whether general or limited), limited liability company interests, any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person, including any Preferred Stock, and any rights (other than debt securities convertible into Capital Stock), warrants or options exchangeable for or convertible into such Capital Stock.

"Cash Equivalents" means

        (1)   securities issued or directly and fully and unconditionally guaranteed or insured by the U.S. government or any agency or instrumentality thereof the securities of which are unconditionally guaranteed as a full faith and credit obligation of such government with maturities of 24 months or less from the date of acquisition;

        (2)   certificates of deposit, time deposits and Eurodollar time deposits with maturities of one year or less from the date of acquisition, bankers' acceptances with maturities not exceeding one year and overnight bank deposits, in each case with any commercial bank having capital and surplus of not less than $500.0 million;

        (3)   repurchase obligations for underlying securities of the types described in clauses (1) and (2) entered into with any financial institution meeting the qualifications specified in clause (2) above;

        (4)   securities with maturities of 24 months or less from the date of acquisition backed by standby letters of credit issued by any commercial bank satisfying the requirements of clause (2) above;

        (5)   commercial paper rated at least P-2 by Moody's Investors Service, Inc. ("Moody's") or at least A-2 by Standard & Poor's Ratings Services, a division of The McGraw-Hill Companies, Inc. ("S&P") (or, if at any time neither Moody's nor S&P shall be rating such obligations, an equivalent rating from another rating agency) and in each case maturing within one year after the date of creation thereof;

        (6)   marketable short-term money market and similar securities having a rating of least P-2 or A-2 from either Moody's or S&P, respectively (or, if at any time neither Moody's nor S&P shall be rating such obligations, an equivalent rating from another rating agency) and in each case maturing within 24 months after the date of creation thereof;

        (7)   repurchase agreements and reverse repurchase agreements relating to marketable direct obligations issued or unconditionally guaranteed by the United States or issued by any agency thereof and backed by the full faith and credit of the United States maturing within 365 days from the date of acquisition;

        (8)   Investments with average maturities of 12 months or less from the date of acquisition in money market funds rated AAA- (or the equivalent thereof) or better by S&P or Aaa3 (or the equivalent thereof) or better by Moody's (or, if at any time neither Moody's nor S&P shall be rating such obligations, an equivalent rating from another rating agency); and

        (9)   investment funds investing 95% of their assets in cash and securities of the types described in clauses (1) through (8) above.

        "Change of Control" means the occurrence of any of the following events:

        (1)   any "person" or "group" (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act), other than a Permitted Holder, becomes the "beneficial owner" (as defined in Rules 13d-3 and 13d-5 under the Exchange Act, except that a Person shall be deemed to have beneficial ownership of all shares that such Person has the right to acquire, whether such right is

139

exercisable immediately or only after the passage of time), directly or indirectly, of more than 50% of the total outstanding Voting Stock of the Company;

        (2)   during any period of two consecutive years, individuals who at the beginning of such period constituted the board of directors of the Company (together with any new directors whose election to such board or whose nomination for election by the stockholders of the Company was approved by a vote of a majority of the directors then still in office who were either directors at the beginning of such period or whose election or nomination for election was previously so approved), cease for any reason to constitute a majority of such board of directors then in office;

        (3)   the Company consolidates with or merges with or into any Person or sells, assigns, conveys, transfers, leases or otherwise disposes of all or substantially all of its and its Restricted Subsidiaries' assets to any Person, other than a Permitted Holder, or any Person consolidates with or merges into or with the Company, in any such event pursuant to a transaction in which the outstanding Voting Stock of the Company is converted into or exchanged for cash, securities or other property, other than any such transaction where:

        (A)  the outstanding Voting Stock of the Company is converted into or exchanged for (1) Voting Stock of the surviving corporation which is not Redeemable Capital Stock or (2) cash, securities and other property (other than Capital Stock of the surviving corporation) in an amount which could be paid by the Company as a Restricted Payment as described under "—Certain Covenants—Limitation on Restricted Payments" (and such amount shall be treated as a Restricted Payment subject to the provisions in the Indenture described under "—Certain Covenants—Limitation on Restricted Payments") and

        (B)  immediately after such transaction, no "person" or "group," other than a Permitted Holder, is the beneficial owner (as defined in Rules 13d-3 and 13d-5 under the Exchange Act, except that a Person shall be deemed to have beneficial ownership of all securities that such Person has the right to acquire, whether such right is exercisable immediately or only after the passage of time), directly or indirectly, of more than 50% of the total outstanding Voting Stock of the surviving corporation; or

        (4)   Tops Markets ceases to be a Subsidiary of the Company other than in a transaction which complies with the provisions described under "—Certain Covenants—Consolidation, Merger, Sale of Assets."

        "Collateral Account" means the collateral account established pursuant to the Indenture.

        "Collateral Agent" means the Trustee, in its capacity as Collateral Agent for the holders of Notes and Permitted Additional Pari Passu Obligations together with its successors in such capacity.

        "Commodity Price Protection Agreement" means any forward contract, commodity swap, commodity option or other similar agreement or arrangement relating to, or the value of which is dependent upon, fluctuations in commodity prices.

        "Consolidated EBITDA" means for any period, the sum, without duplication, of (A) Consolidated Net Income (Loss), (B) in each case to the extent deducted in computing Consolidated Net Income (Loss) for such period, (i) Consolidated Interest Expense, (ii) Consolidated Income Tax Expense, (iii) Consolidated Non-cash Charges, (iv) any unusual or non-recurring items and any restructuring charges or reserves, including, without limitation, in connection with an acquisition made after the Issue Date (which, for the avoidance of doubt, shall include retention, severance, systems establishment costs, excess pension charges, contract and lease termination costs and costs to consolidate facilities and relocate employees), (v) the amount of management fees and expense reimbursement accrued by such Person to the Permitted Holders pursuant to the Sponsor Management Agreement, (vi) the amount of any expenses in connection with any actual or proposed Investment, incurrence or repayment of

140

Indebtedness, issuance of Capital Stock or acquisition or disposition outside the ordinary course of business, (vii) expenses incurred to the extent covered by indemnification provisions in any agreement in connection with an acquisition (including the acquisition of the Company) to the extent reimbursed in cash and such indemnification payments are not otherwise included in Consolidated EBITDA, and (viii) commissions, discounts, yield and other fees and expenses (including interest expense) related to any Qualified Securitization Transaction, in each case, for such period, of such Person and its Restricted Subsidiaries all determined in accordance with GAAP, and (C) proceeds from any business interruption insurance to the extent not otherwise included in Consolidated Net Income, and less (D) all non-cash items increasing Consolidated Net Income for such period (other than the accrual of revenue and other than non-cash items to the extent they represent the reversal of an accrual of, or cash reserve for, anticipated charges made in any prior period or which will result in the receipt of cash in a future period); provided, that with respect to any period ending prior to the Issue Date, Consolidated EBITDA shall be calculated after giving effect, without duplication, to the adjustments set forth in the calculation of "Adjusted EBITDA" in this prospectus.

        "Consolidated Fixed Charge Coverage Ratio" of any Person means, for any period of the most recent four fiscal quarters for which internal consolidated financial statements of the Company are available (the "Four Quarter Period"), the ratio of

        (a)   Consolidated EBITDA for such Four Quarter Period to

        (b)   Consolidated Interest Expense for such Four Quarter Period (but excluding from Consolidated Interest Expense for this purpose the accretion of original issue discount on the Notes issued on the Issue Date),

in the case of each of clauses (a) and (b) after giving pro forma effect to:

        (1)   the incurrence of the Indebtedness giving rise to the need to make such calculation and (if applicable) the application of the net proceeds therefrom, including to refinance other Indebtedness, as if such Indebtedness was incurred, and the application of such proceeds occurred, on the first day of such Four Quarter Period;

        (2)   the incurrence, repayment or retirement of any other Indebtedness by the Company and its Restricted Subsidiaries since the first day of such Four Quarter Period as if such Indebtedness was incurred, repaid or retired at the beginning of such Four Quarter Period (except that, in making such computation, the amount of Indebtedness under any revolving credit facility shall be computed based upon the average daily balance of such Indebtedness during such Four Quarter Period);

        (3)   in the case of Acquired Indebtedness or any acquisition occurring at the time of the incurrence of such Indebtedness, the related acquisition, assuming such acquisition had been consummated on the first day of such Four Quarter Period;

        (4)   any acquisition or disposition by the Company and its Restricted Subsidiaries of any company or any business or any assets out of the ordinary course of business, whether by merger, stock purchase or sale or asset purchase or sale, or any related repayment of Indebtedness, in each case since the first day of such Four Quarter Period, and prior to the date of determination, assuming such acquisition or disposition had been consummated on the first day of such Four Quarter Period; and

        (5)   if since the beginning of such Four Quarter Period, any Person that subsequently became a Restricted Subsidiary or was merged with or into the Company or any of its Restricted Subsidiaries since the beginning of such Four Quarter Period shall have made any acquisition, disposition, merger or consolidation that would have required adjustment pursuant to this definition, such acquisition, disposition, merger or consolidation assuming such acquisition, disposition, merger or consolidation had occurred on the first day of such Four Quarter Period;

141

provided that

        (1)   in making such computation, the Consolidated EBITDA and Consolidated Interest Expense attributable to discontinued operations will be excluded;

        (2)   in making such computation, the Consolidated Interest Expense attributable to interest on any Indebtedness computed on a pro forma basis and (A) bearing a floating interest rate shall be computed as if the rate in effect on the date of computation had been the applicable rate for the entire Four Quarter Period and (B) which was not outstanding during the Four Quarter Period which bears, at the option of such Person, a fixed or floating rate of interest, shall be computed by applying at the option of such Person either the fixed or floating rate, in each case taking into account any Interest Rate Agreements;

        (3)   in making such computation, the Consolidated Interest Expense of such Person attributable to interest on any Indebtedness under a revolving credit facility computed on a pro forma basis shall be computed based upon the average daily balance of such Indebtedness during the applicable Four Quarter Period; and

        (4)   whenever pro forma effect is to be given to an acquisition or disposition, such pro forma calculation shall be made in good faith by a responsible financial or accounting officer of the Company. Any such pro forma calculation may include adjustments appropriate, in the reasonable determination of the Company, as set forth in an Officer's Certificate, to reflect (A) operating expense reductions and other operating improvements or synergies reasonably expected to result from any acquisition or disposition and (B) all adjustments of the nature used in connection with the calculation of "Adjusted EBITDA" as set forth in footnote (9) to the "Summary Historical Consolidated Financial and Operating Data" under "Summary" in this prospectus to the extent such adjustments, without duplication, continue to be applicable to such Four Quarter Period; provided that (x) such operating expense reductions and other operating improvements or synergies are reasonably identifiable and factually supportable and (y) such actions are reasonably expected to be taken no later than six months after such transaction.

        "Consolidated Income Tax Expense" of any Person means, for any period, the provision for federal, state, local and foreign income taxes of such Person and its consolidated Restricted Subsidiaries for such period as determined in accordance with GAAP.

        "Consolidated Interest Expense" of any Person means, without duplication, for any period, the sum of:

        (a)   the interest expense of such Person and its Restricted Subsidiaries for such period, on a consolidated basis, including, without limitation,

        (1)   amortization of debt discount,

        (2)   the net cost (benefit) associated with Interest Rate Agreements (including amortization of discounts),

        (3)   the interest portion of any deferred payment obligation,

        (4)   all commissions, discounts and other fees and charges owed with respect to letters of credit and bankers acceptance and

        (5)   accrued interest,

and excluding (i) accretion or accrual of discounted liabilities not constituting Indebtedness, (ii) any expense resulting from the discounting of Indebtedness in connection with the application of recapitalization accounting or, if applicable, purchase accounting, (iii) any additional interest payable pursuant to the Registration Rights Agreement and any comparable "additional interest"

142

with respect to other securities and (iv) amortization of deferred financing fees, debt issuance costs, commissions, fees and expenses; plus

        (b)   (1) the interest component of the Capital Lease Obligations paid, accrued and/or scheduled to be paid or accrued by such Person and its Restricted Subsidiaries during such period and

        (2)   all capitalized interest of such Person and its Restricted Subsidiaries, plus

        (c)   the interest expense under any Guaranteed Debt of such Person and any Restricted Subsidiary to the extent not included under clause (a) above, whether or not paid by such Person or its Restricted Subsidiaries, plus

        (d)   dividend requirements of the Company with respect to Redeemable Capital Stock and of any Restricted Subsidiary with respect to Preferred Stock (except, in either case, dividends payable solely in shares of Qualified Capital Stock of the Company or such Restricted Subsidiary, as the case may be), less

        (e)   interest income of such Person and its Restricted Subsidiaries.

        "Consolidated Net Income (Loss)" of any Person means, for any period, the consolidated net income (or loss) of such Person and its Restricted Subsidiaries for such period on a consolidated basis as determined in accordance with GAAP, adjusted, to the extent included in calculating such net income (or loss), by excluding, without duplication:

        (1)   all extraordinary gains or losses net of taxes (less all fees and expenses relating thereto);

        (2)   the portion of net income (or loss) of such Person and its Restricted Subsidiaries on a consolidated basis allocable to minority interests in unconsolidated Persons or Unrestricted Subsidiaries to the extent that cash dividends or distributions have not actually been received by such Person or one of its consolidated Restricted Subsidiaries;

        (3)   any gain or loss, net of taxes, realized upon the termination of any employee pension benefit plan and any non-cash charges incurred relating to the underfunded portion of any pension plan;

        (4)   gains or losses, net of taxes (less all fees and expenses relating thereto), in respect of dispositions of assets other than in the ordinary course of business;

        (5)   solely for purposes of determining the amount available for Restricted Payments pursuant to clause (3)(A) of paragraph (a) of the covenant "—Certain Covenants—Limitation on Restricted Payments," the net income of any Restricted Subsidiary that is not a Guarantor to the extent that the declaration of dividends or similar distributions by that Restricted Subsidiary of that income is not at the time permitted, directly or indirectly, by operation of the terms of its charter, any agreement, or applicable law, except to the extent of the amount of dividends or other distributions actually paid to the Company or any Restricted Subsidiary;

        (6)   any net gain or loss arising from the acquisition of any securities or extinguishment or conversion of any Indebtedness or Hedging Obligations of such Person;

        (7)   any non-cash goodwill or asset impairment charges, any non-cash write-downs attributable to joint ventures held by the Issuers or any of their Restricted Subsidiaries and the amortization of intangibles, in each case pursuant to GAAP;

        (8)   any non-cash charges resulting from the application of SFAS No. 123 and any other non-cash compensation charges or other non-cash expenses or charges arising from the grant of or issuance or repricing of stock, stock options or other equity-based awards or any amendment, modification, substitution or change of any such stock, stock options or other equity-based awards;

143

        (9)   all deferred financing costs written off, and premiums paid, in connection with any early extinguishment of Indebtedness;

        (10) the cumulative effect of a change in accounting principles during such period and any amounts attributable to LIFO adjustments;

        (11) unrealized gains and losses from Hedging Obligations or "embedded derivatives" that require the same accounting treatment as Hedging Obligations;

        (12) any purchase accounting adjustments (including, without limitation, the impact of writing up inventory, deferred marketing and deferred financing costs or deferred revenue at fair value), amortizations, impairments, write-offs, or non-cash charges with respect to purchase accounting with respect to any acquisitions, disposition, merger, consolidation, amalgamation or similar transactions.

        Notwithstanding the foregoing, for the purposes of the covenant described under "—Certain Covenants—Limitation on Restricted Payments" only, there shall be excluded from Consolidated Net Income any income arising from any sale or other disposition of Restricted Investments made by the Company and its Restricted Subsidiaries, any repurchases and redemptions of Restricted Investments from the Company and its Restricted Subsidiaries, any repayments of loans and advances which constitute Restricted Investments by the Company or any of its Restricted Subsidiaries, any sale of the stock of an Unrestricted Subsidiary or any distribution or dividend from an Unrestricted Subsidiary, in each case only to the extent such amounts increase the amount of Restricted Payments permitted under such covenant pursuant to clause 3(E) of paragraph (a) thereof.

        "Consolidated Net Tangible Assets" of any Person means, for any period, the total amount of assets (less applicable reserves and other properly deductible items) after deducting (1) all current liabilities and (2) all goodwill, trade names, trademarks, patents, unamortized debt discount and expense and other intangibles, all as set forth on the Company's most recent consolidated balance sheet and computed in accordance with GAAP on a pro forma basis to give effect to any acquisition or disposition of assets outside the ordinary course of business made after such balance sheet date and on or prior to the date of determination.

        "Consolidated Non-cash Charges" of any Person means, for any period, the aggregate depreciation, amortization and other non-cash charges of such Person and its Restricted Subsidiaries on a consolidated basis for such period, as determined in accordance with GAAP (excluding any non-cash charge which requires an accrual or reserve for cash charges for any future period).

        "Consolidated Total Debt" means, as of any date of determination, an amount equal to the aggregate principal amount of all outstanding Indebtedness of the Company and its Restricted Subsidiaries that would be required to be reflected on a consolidated balance sheet (excluding the notes thereto) of the Company as of such date.

        "Consolidated Total Debt Ratio" means, as of any date of determination, the ratio of (a) Consolidated Total Debt on the date of determination to (b) Consolidated EBITDA of the Company and its Restricted Subsidiaries for the most recent four fiscal quarter period ending prior to such date for which the Company has internal consolidated financial statements available, in each case with such pro forma adjustments to Consolidated EBITDA as are consistent with the pro forma adjustment provisions set forth in the definition of "Consolidated Fixed Charge Coverage Ratio."

        "Credit Agreement" means the Credit Agreement dated as of the Issue Date among Tops Markets, the Guarantors, the various lenders and agents party thereto and Bank of America, N.A. as Administrative Agent, together with any amendments, supplements, modifications, extensions, renewals, restatements or refundings thereof and any indentures or credit facilities or commercial paper facilities with banks or other institutional lenders or investors that replace, refund or refinance any part of the

144

loans, notes, other credit facilities or commitments thereunder, including any such replacement, refunding or refinancing facility or indenture that increases the amount borrowable thereunder, alters the maturity thereof or adds Restricted Subsidiaries as additional borrowers or guarantors thereunder and whether by the same or any other agent, lender, group of lenders or investors.

        "Credit Facility" means one or more credit or debt facilities (including, without limitation, any credit or debt facilities provided under the Credit Agreement), commercial paper facilities or other debt instruments, indentures or agreements, providing for revolving credit loans, term loans, notes, securities, letters of credit or other debt obligations, in each case, as amended, restated, modified, renewed, refunded, restructured, supplemented, replaced or refinanced in whole or in part from time to time, including without limitation any amendment increasing the amount of Indebtedness incurred or available to be borrowed thereunder, extending the maturity of any Indebtedness incurred thereunder or contemplated thereby or deleting, adding or substituting one or more parties thereto (whether or not such added or substituted parties are banks or other lenders).

        "Currency Agreements" means foreign exchange contracts, currency swap agreements or other similar agreements or arrangements designed to protect against the fluctuations in currency values.

        "Default" means any event which is, or after notice or passage of time or both would be, an Event of Default.

        "Designated Non-cash Consideration" means the Fair Market Value, as set forth in an Officer's Certificate, of non-cash consideration received by the Company or any of its Restricted Subsidiaries in connection with an Asset Sale.

        "Designation Amount" has the meaning set forth under "—Certain Covenants—Limitation on Unrestricted Subsidiaries."

        "Discharge of ABL Obligations" has the meaning provided in the Intercreditor Agreement and is generally defined to mean (a) the payment in full in cash of all outstanding ABL Obligations excluding contingent indemnity obligations with respect to then unasserted claims but including, with respect to amounts available to be drawn under outstanding letters of credit issued thereunder (or indemnities or other undertakings issued pursuant thereto in respect of outstanding letters of credit), the cancellation of such letters of credit or the delivery or provision of money or backstop letters of credit in respect thereof in compliance with the terms of the Credit Agreement (which shall not exceed an amount equal to 105% of the aggregate undrawn amount of such letters of credit) and (b) the termination of all commitments to extend credit under the Credit Agreement and related loan documents; provided that in connection with the amendment, renewal, extension, substitution, refinancing, restructuring, replacement, supplement or other modification from time to time of the Credit Agreement in connection with the incurrence of additional ABL Obligations, the Discharge of ABL Obligations shall be deemed to have not occurred and references to the "Credit Agreement" above shall thereafter refer to the agreement under which such additional ABL Obligations are incurred.

        "Disinterested Director" means, with respect to any transaction or series of related transactions, a member of the board of directors of the Company who does not have any material direct or indirect financial interest in or with respect to such transaction or series of related transactions.

        "EDS" means Electronic Data Services Corporation.

        "Equity Offering" means any public offering or private sale for cash of common stock or Preferred Stock (other than Redeemable Capital Stock) of the Company or, to the extent the proceeds are contributed to the Company, a direct or indirect parent company of the Company (other than public offerings with respect to a registration statement on Form S-4 (or any successor form covering substantially the same transactions), Form S-8 (or any successor form covering substantially the same

145

transactions) or otherwise relating to equity securities issuable under any employee benefit plan of the Company).

        "Exchange Act" means the Securities Exchange Act of 1934, as amended, or any successor statute, and the rules and regulations promulgated by the SEC thereunder.

        "Fair Market Value" means, with respect to any asset or property, the sale value that would be obtained in an arm's-length transaction between an informed and willing seller under no compulsion to sell and an informed and willing buyer under no compulsion to buy. Fair Market Value shall be determined by the board of directors of the Company acting in good faith if the Fair Market Value exceeds $15.0 million, otherwise, by the principal financial officer of the Company acting in good faith.

        "Foreign Subsidiary" means any Restricted Subsidiary of an Issuer that (x) is not organized under the laws of the United States of America or any State thereof or the District of Columbia, or (y) was organized under the laws of the United States of America or any State thereof or the District of Columbia that has no material assets other than Capital Stock of one or more foreign entities of the type described in clause (x) above and is not a guarantor of Indebtedness under the Credit Agreement.

        "Franchise Deposits" means the net balances paid by the franchisees of the Company or its Restricted Subsidiaries under the terms of their respective franchise agreements.

        "Generally Accepted Accounting Principles" or "GAAP" means generally accepted accounting principles set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Public Company Accounting Oversight Board or the Financial Accounting Standards Board or in such other statements by such other entity as have been approved by a significant segment of the accounting profession, which are in effect on the Issue Date.

        "Guarantee" means the guarantee by any Guarantor of the Issuers' Indenture Obligations.

        "Guaranteed Debt" of any Person means, without duplication, all Indebtedness of any other Person referred to in the definition of "Indebtedness" below guaranteed directly or indirectly in any manner by such Person, or in effect guaranteed directly or indirectly by such Person through an agreement

        (1)   to pay or purchase such Indebtedness or to advance or supply funds for the payment or purchase of such Indebtedness,

        (2)   to purchase, sell or lease (as lessee or lessor) property, or to purchase or sell services, primarily for the purpose of enabling the debtor to make payment of such Indebtedness or to assure the holder of such Indebtedness against loss,

        (3)   to supply funds to, or in any other manner invest in, the debtor (including any agreement to pay for property or services without requiring that such property be received or such services be rendered),

        (4)   to maintain working capital or equity capital of the debtor, or otherwise to maintain the net worth, solvency or other financial condition of the debtor or to cause such debtor to achieve certain levels of financial performance or

        (5)   otherwise to assure a creditor against loss;

provided that the term "Guaranteed Debt" shall not include (i) endorsements for collection or deposit, in either case in the ordinary course of business or (ii) any guarantee by the Company or any of its Restricted Subsidiaries of obligations in respect of customers for check cashing and short term lending products in the ordinary course of business consistent with industry standards.

        "Guarantor" means any Subsidiary of the Company (other than Tops Markets) which is a guarantor of the Notes, including any Person that is required after the Issue Date to execute a

146

Guarantee of the Notes pursuant to the covenant "—Certain Covenants—Additional Guarantees," until such Person's Guarantee is released in accordance with the Indenture or until a successor replaces such Person pursuant to the applicable provisions of the Indenture and, thereafter, shall mean such successor.

        "Hedging Obligations" means the obligations under Currency Agreements, Commodity Price Protection Agreements and Interest Rate Agreements.

        "Indebtedness" means, with respect to any Person, without duplication,

        (1)   all indebtedness of such Person for borrowed money or for the deferred purchase price of property or services, excluding any trade payables and other accrued current liabilities arising in the ordinary course of business, but including, without limitation, all obligations, contingent or otherwise, of such Person in connection with any letters of credit issued under letter of credit facilities, acceptance facilities or other similar facilities,

        (2)   all obligations of such Person evidenced by bonds, notes, debentures or other similar instruments,

        (3)   all indebtedness created or arising under any conditional sale or other title retention agreement with respect to property acquired by such Person (even if the rights and remedies of the seller or lender under such agreement in the event of default are limited to repossession or sale of such property), but excluding trade payables arising in the ordinary course of business,

        (4)   all obligations under Interest Rate Agreements, Currency Agreements or Commodity Price Protection Agreements of such Person (the amount of any such obligations to be equal at any time to the termination value of such agreement or arrangement giving rise to such obligation that would be payable by such Person at such time),

        (5)   all Capital Lease Obligations of such Person,

        (6)   all Indebtedness referred to in clauses (1) through (5) above of other Persons, the payment of which is secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien, upon or with respect to property (including, without limitation, accounts and contract rights) owned by such Person, other than a pledge of Capital Stock of an Unrestricted Subsidiary to secure Indebtedness of such Unrestricted Subsidiary, even though such Person has not assumed or become liable for the payment of such Indebtedness; provided the amount of Indebtedness will be the lesser of the Fair Market Value of such property on the date of determination and the amount of Indebtedness of such other Person,

        (7)   all Guaranteed Debt of such Person,

        (8)   all Redeemable Capital Stock issued by such Person or Preferred Stock of a Restricted Subsidiary (other than an Issuer) of such Person that is not a Guarantor valued at the greater of its voluntary or involuntary maximum fixed repurchase price plus accrued and unpaid dividends,

        (9)   all amounts outstanding and other obligations of such Person in respect of a Qualified Securitization Transaction, and

        (10) attributable debt with respect to sale and leaseback transactions.

For purposes hereof, the "maximum fixed repurchase price" of any Redeemable Capital Stock which does not have a fixed repurchase price shall be calculated in accordance with the terms of such Redeemable Capital Stock as if such Redeemable Capital Stock were purchased on any date on which Indebtedness shall be required to be determined pursuant to the Indenture, and if such price is based upon, or measured by, the Fair Market Value of such Redeemable Capital Stock, such Fair Market

147

Value to be determined in good faith by the board of directors of the issuer of such Redeemable Capital Stock.

        "Indenture Obligations" means the obligations of the Issuers and any other obligor under the Indenture or under the Notes, including any Guarantor, to pay principal of, premium, if any, and interest when due and payable, and all other amounts due or to become due under or in connection with the Indenture, the Notes and the performance of all other obligations to the Trustee and the holders under the Indenture and the Notes, according to the respective terms thereof.

        "Initial Purchasers" means Morgan Stanley & Co. Incorporated, Banc of America Securities LLC and HSBC Securities (USA) Inc.

        "Interest Rate Agreements" means interest rate protection agreements (including, without limitation, interest rate swaps, caps, floors, collars and similar agreements) and/or other types of interest rate hedging agreements or arrangements designed to protect against or manage exposure to fluctuations in interest rates in respect of Indebtedness of the Company or any Restricted Subsidiary.

        "Investment" means, with respect to any Person, directly or indirectly, any advance, loan (including guarantees), or other extension of credit or capital contribution to (by means of any transfer of cash or other property to others or any payment for property or services for the account or use of others), or any purchase, acquisition or ownership by such Person of any Capital Stock, bonds, notes, debentures or other securities issued by any other Person and all other items that would be classified as investments on a balance sheet (excluding the footnotes) prepared in accordance with GAAP. "Investment" shall exclude direct or indirect advances to customers or suppliers in the ordinary course of business that are, in conformity with GAAP, recorded as accounts receivable, prepaid expenses or deposits on the Company's or any Restricted Subsidiary's balance sheet, endorsements for collection or deposit arising in the ordinary course of business and extensions of trade credit on commercially reasonable terms in accordance with normal trade practices. If the Company or any Restricted Subsidiary of an Issuer sells or otherwise disposes of any Capital Stock of any direct or indirect Restricted Subsidiary of an Issuer such that, after giving effect to any such sale or disposition, such Person is no longer a Restricted Subsidiary of an Issuer (other than the sale of all of the outstanding Capital Stock of such Subsidiary), the Company will be deemed to have made an Investment on the date of such sale or disposition equal to the Fair Market Value of the Company's Investments in such Subsidiary that were not sold or disposed of in an amount determined as provided in "—Certain Covenants—Limitation on Restricted Payments."

        "Issue Date" means October 9, 2009.

        "Lien" means any mortgage or deed of trust, charge, pledge, lien (statutory or otherwise), privilege, security interest, assignment, easement, hypothecation, claim, preference, priority or other encumbrance upon or with respect to any property of any kind (including any conditional sale, capital lease or other title retention agreement, any leases in the nature thereof, and any agreement to give any security interest), real or personal, movable or immovable, now owned or hereafter acquired; provided that in no event shall an operating lease be deemed to constitute a Lien. A Person will be deemed to own subject to a Lien any property which it has acquired or holds subject to the interest of a vendor or lessor under any conditional sale agreement, Capital Lease Obligation or other title retention agreement.

        "Maturity" means, when used with respect to the Notes, the date on which the principal of the Notes becomes due and payable as therein provided or as provided in the Indenture, whether at Stated Maturity, the offer date or the redemption date and whether by declaration of acceleration, offer in respect of Excess Proceeds, Change of Control Offer in respect of a Change of Control, call for redemption or otherwise.

        "Net Cash Proceeds" means

148

        (a)   with respect to any Asset Sale by any Person, the proceeds thereof (without duplication in respect of all Asset Sales) in the form of cash or Cash Equivalents including payments in respect of deferred payment obligations when received in the form of, or stock or other assets when disposed of for, cash or Cash Equivalents (except to the extent that such obligations are financed or sold with recourse to the Company or any Restricted Subsidiary) net of

        (1)   brokerage commissions and other reasonable fees and expenses (including, without limitation, fees and expenses of counsel and investment bankers) related to such Asset Sale,

        (2)   provisions for all taxes payable as a result of such Asset Sale,

        (3)   except in the case of Liens ranking junior to the Liens securing the Notes, payments made to retire Indebtedness where payment of such Indebtedness is secured by the assets or properties the subject of such Asset Sale,

        (4)   in the case of an Asset Sale by a Restricted Subsidiary, distributions and other payments made to minority shareholders, partners or members of such Restricted Subsidiary as a result of such Asset Sale,

        (5)   amounts required to be paid to any Person (other than the Company or any Restricted Subsidiary) owning a beneficial interest in the assets subject to the Asset Sale, and

        (6)   appropriate amounts to be provided by the Company or any Restricted Subsidiary, as the case may be, as a reserve, in accordance with GAAP, against any liabilities associated with such Asset Sale and retained by the Company or any Restricted Subsidiary, as the case may be, after such Asset Sale, including, without limitation, pension and other post-employment benefit liabilities, liabilities related to environmental matters and liabilities under any indemnification obligations associated with such Asset Sale; and

        (b)   with respect to any issuance or sale of Subordinated Indebtedness, or Capital Stock, or debt securities or Capital Stock that have been converted into or exchanged for Capital Stock as referred to under "—Certain Covenants—Limitation on Restricted Payments," the proceeds of such issuance or sale in the form of cash or Cash Equivalents including payments in respect of deferred payment obligations when received in the form of, or stock or other assets when disposed of for, cash or Cash Equivalents (except to the extent that such obligations are financed or sold with recourse to the Company or any Restricted Subsidiary), net of attorney's fees, accountant's fees and brokerage, consultation, underwriting and other fees and expenses actually incurred in connection with such issuance or sale and net of taxes paid or payable as a result thereof.

        "Non-recourse Indebtedness" means, with respect to any Person, Indebtedness of such Person as to which the Company and any Restricted Subsidiary may not be directly or indirectly liable (by virtue of the Company or any such Restricted Subsidiary being the primary obligor on, guarantor of, or otherwise liable in any respect to, such Indebtedness except for a Lien on the Capital Stock of an Unrestricted Subsidiary to the creditors thereof which is not recourse to any other assets of the Company or a Restricted Subsidiary), and which, upon the occurrence of a default with respect to such Indebtedness, does not result in, or permit any holder of any Indebtedness of the Company or any Restricted Subsidiary to declare, a default on such Indebtedness of the Company or any Restricted Subsidiary or cause the payment of Indebtedness of the Company or any Restricted Subsidiary to be accelerated or payable prior to its Stated Maturity.

        "Non-Guarantor Restricted Subsidiary" means a Restricted Subsidiary that is designated by the Company as a Non-Guarantor Restricted Subsidiary, as evidenced by a resolution of the Company's board of directors.

        "Note Liens" means all Liens in favor of the Collateral Agent on Collateral securing the Indenture Obligations and any Permitted Additional Pari Passu Obligations.

149

        "Obligations" means any principal, premium, interest (including any interest accruing subsequent to the filing of a petition in bankruptcy, reorganization or similar proceeding at the rate provided for in the documentation with respect thereto, whether or not such interest is an allowed claim under applicable state, federal or foreign law), penalties, fees, indemnifications, reimbursements (including reimbursement obligations with respect to letters of credit and banker's acceptances), damages and other liabilities, and guarantees of payment of such principal, interest, penalties, fees, indemnifications, reimbursements, damages and other liabilities, payable under the documentation governing any Indebtedness.

        "Officer" means the chairman of the board of directors, the chief executive officer, chief financial officer, the president, any executive vice president, senior vice president or vice president, the treasurer or the secretary of the Company.

        "Officer's Certificate" means a certificate signed on behalf of the Company by an Officer of the Company, who must be the principal executive officer, the principal financial officer or the principal accounting officer of the Company, that meets the requirements set forth in the Indenture.

        "Pari Passu Indebtedness" means any Indebtedness of the Issuers or any Guarantor that is not contractually subordinated to the Notes or the Guarantees.

        "Permitted Additional Pari Passu Obligations" means obligations under any Additional Notes or any other Indebtedness (whether or not consisting of Additional Notes) secured by the Note Liens; provided that immediately after giving effect to the incurrence of such Permitted Additional Pari Passu Obligations, the Consolidated Total Debt Ratio of the Company and its Restricted Subsidiaries would be less than or equal to 4.25:1.0; provided that (i) except in the case Additional Notes, the trustee or agent under such Permitted Additional Pari Passu Obligation executes a joinder agreement to the Security Agreement in the form attached thereto agreeing to be bound thereby and (ii) the Issuers have designated such Indebtedness as "Permitted Additional Pari Passu Obligations" under the Security Agreement.

        "Permitted Business" means the business conducted by the Company and its Restricted Subsidiaries on the Issue Date and any business similar, reasonably related, complementary, incidental or ancillary thereto, including reasonably related extensions or expansions thereof.

        "Permitted Holders" means (i) each of the Sponsors, (ii) each member of management of the Issuers who are holders of Capital Stock of the Company and (iii) any "group" (within the meaning of Section 13(d) or Section 14(d) of the Exchange Act or any successor provision) of which any of the foregoing Persons is a member, provided that in the case of such "group" and without giving effect to the existence of such "group" or any other "group," such Sponsors and members of management, collectively, have beneficial ownership, directly or indirectly, of more than 50% of the total voting power of the Voting Stock of the Company or any of its direct or indirect parent entities held by such "group." Any person or group whose acquisition of beneficial ownership constitutes a Change of Control in respect of which a Change of Control offer is made in accordance with the requirements of the covenant described under "—Purchase of Notes Upon a Change of Control" will thereafter, together with its Affiliates, constitute a Permitted Holder.

        "Permitted Investment" means:

        (1)   Investments in the Company or any Restricted Subsidiary (other than a Securitization Entity and other than a transfer of Notes Priority Collateral to a Restricted Subsidiary that is not a Guarantor) or any Person which, as a result of such Investment, (a) becomes a Restricted Subsidiary (other than a Securitization Entity) or (b) is merged or consolidated with or into, or transfers or conveys substantially all of its assets to, or is liquidated into, the Company or any Restricted Subsidiary (other than a Securitization Entity);

150

        (2)   Investments in Cash Equivalents;

        (3)   Investments acquired by the Company or any Restricted Subsidiary in connection with an Asset Sale permitted under "—Certain Covenants—Limitation on Sale of Assets" to the extent such Investments are non-cash proceeds as permitted under such covenant;

        (4)   Investments by the Company or a Restricted Subsidiary in a Securitization Entity in connection with a Qualified Securitization Transaction, which Investment is in the good faith determination of the Company necessary or advisable to effect such Qualified Securitization Transaction;

        (5)   (x) Investments in existence on the Issue Date and (y) an Investment in any Person to the extent such Investment replaces or refinances an Investment covered by clause (x) above or this clause (y) in an amount not exceeding the amount of the Investment being replaced or refinanced; provided, however, that the Investment under clause (y) is on terms and conditions not materially less favorable to the Company and its Restricted Subsidiaries taken as a whole than the Investment being replaced or refinanced;

        (6)   Investments acquired in exchange for the issuance of Capital Stock (other than Redeemable Capital Stock of the Company or a Restricted Subsidiary or Preferred Stock of a Restricted Subsidiary) or acquired with the net cash proceeds received by the Company after the Issue Date from the issuance and sale of Capital Stock (other than Redeemable Stock of the Company or a Restricted Subsidiary or Preferred Stock of a Restricted Subsidiary); provided that such Net Cash Proceeds are used to make such Investment within 30 days of the receipt thereof and the amount of all such Net Cash Proceeds will be excluded from clause (3)(B) of the first paragraph of the covenant "—Certain Covenants—Limitation on Restricted Payments";

        (7)   Investments in prepaid expenses, negotiable instruments held for collection and lease, utility and worker's compensation, performance and other similar deposits provided to third parties in the ordinary course of business;

        (8)   loans or advances to employees of the Issuers for bona fide business purposes of the Issuers and any Restricted Subsidiaries (including, without limitation, travel, entertainment and moving expenses) made in compliance with applicable law;

        (9)   any Investments received in good faith in settlement or compromise of obligations of trade creditors or customers that were incurred in the ordinary course of business, including pursuant to any plan of reorganization or similar arrangement upon the bankruptcy or insolvency of any trade creditor or customer or as a result of a foreclosure by the Company or a Restricted Subsidiary with respect to any secured Investment or other transfer of title with respect to any secured Investment in default;

        (10) other Investments in the aggregate amount outstanding at any one time not to exceed $20.0 million;

        (11) Hedging Obligations permitted under clause (b)(6) of the covenant "—Certain Covenants—Limitation on Indebtedness";

        (12) guarantees of Indebtedness permitted under the covenant (b)(5). "—Certain Covenants—Limitation on Indebtedness";

        (13) Investments consisting of purchases and acquisitions of inventory, supplies, material or equipment; and

        (14) advances to, or guarantees of Indebtedness of, employees not in excess of $2.5 million outstanding at any one time, in the aggregate.

151

        In connection with any assets or property contributed or transferred to any Person as an Investment, such property and assets shall be equal to the Fair Market Value at the time of Investment.

        "Permitted Lien" means:

        (a)   any Lien existing as of the Issue Date;

        (b)   any Lien with respect to the Credit Agreement or any other Credit Facility so long as the aggregate principal amount outstanding under the Credit Agreement or any successor Credit Facility does not exceed the principal amount which could be borrowed under clause (1) of the definition of "Permitted Indebtedness";

        (c)   any Lien arising by reason of

        (1)   any judgment, decree or order of any court, so long as such Lien is promptly adequately bonded and any appropriate legal proceedings which may have been duly initiated for the review of such judgment, decree or order shall not have been finally terminated or the period within which such proceedings may be initiated shall not have expired;

        (2)   taxes, assessments or other governmental charges or claims not yet delinquent or which are being contested in good faith;

        (3)   security for payment of workers' compensation or other insurance and other social security legislation;

        (4)   good faith deposits in connection with tenders, leases, contracts (other than contracts for the payment of money);

        (5)   zoning restrictions, easements, licenses, reservations, title defects, rights of others for rights of way, utilities, sewers, electric lines, telephone or telegraph lines, and other similar purposes, provisions, covenants, conditions, waivers, restrictions on the use of property or minor irregularities of title (and with respect to leasehold interests, mortgages, obligations, liens and other encumbrances incurred, created, assumed or permitted to exist and arising by, through or under a landlord or owner of the leased property, with or without consent of the lessee), none of which materially impairs the use of any parcel of property material to the operation of the business of the Issuers or any Restricted Subsidiary or the value of such property for the purpose of such business;

        (6)   deposits to secure public or statutory obligations or levies, or in lieu of surety or appeal bonds;

        (7)   operation of law in favor of mechanics, carriers, warehousemen, landlords, materialmen, laborers, employees or suppliers, for sums which are not yet delinquent or are being contested in good faith by negotiations or by appropriate proceedings which suspend the collection thereof;

        (8)   receipt of progress payments and advances from customers in the ordinary course of business to the extent the same creates a Lien on the related inventory and proceeds thereof;

        (9)   operation of law in favor of customs and revenue authorities to secure the payment of customs duties in connection with the importation of goods;

        (10) operation of law under Article 4 of the UCC in connection with the collection of items provided for therein or under Article 2 of the UCC in favor of a reclaiming seller of goods or buyer of goods; or

        (11) consignment or similar arrangements for the sale by the Company or its Restricted Subsidiaries of goods through third parties in the ordinary course of business;

152

        (d)   any Lien securing Acquired Indebtedness created prior to (and not created in connection with, or in contemplation of) the incurrence of such Indebtedness by the Issuers or any Restricted Subsidiary and which does not extend to any assets other than the assets acquired;

        (e)   any Lien to secure the performance bids, trade contracts, leases (including, without limitation, statutory and common law landlord's liens), subleases, warranty obligations, tenders, liability to insurance carriers, statutory obligations, surety and appeal bonds, letters of credit and other obligations of a like nature and incurred in the ordinary course of business of the Issuers or any Restricted Subsidiary;

        (f)    any Lien securing obligations under Interest Rate Agreements, Currency Agreements and Commodity Price Protection Agreements;

        (g)   any Lien securing Capital Lease Obligations or Purchase Money Obligations incurred in accordance with the Indenture (including, but not limited to, clause (7) of the definition of "Permitted Indebtedness");

        (h)   leases and subleases of real property which do not materially interfere with the ordinary conduct of the business of the Issuers or any Restricted Subsidiary;

        (i)    banker's Liens, rights of set-off or similar rights and remedies as to deposit accounts or other funds maintained with a depositary institution which are within the general parameters customary in the banking industry;

        (j)    Liens on property, assets or shares of stock of a Person at the time such Person becomes a Restricted Subsidiary; provided, however, that such Liens are not created, incurred or assumed in connection with, or in contemplation of, such other Person becoming a Restricted Subsidiary; provided further, that any such Lien may not extend to any other property owned by the Issuers or any Restricted Subsidiary and assets fixed or appurtenant thereto;

        (k)   Liens securing Indebtedness or other obligations of a Restricted Subsidiary owing to the Issuers or another Restricted Subsidiary (other than a Securitization Entity);

        (l)    Liens securing the Notes and the Guarantees issued on the Issue Date (and any exchange notes and related Guarantees issued in exchange therefore);

        (m)  Liens on assets transferred to a Securitization Entity or on assets of a Securitization Entity, in either case incurred in connection with a Qualified Securitization Transaction;

        (n)   Liens on the assets of a Restricted Subsidiary that is not a Guarantor securing Indebtedness incurred in accordance with the covenant under "—Certain Covenants—Limitation on Indebtedness";

        (o)   Liens securing Permitted Additional Pari Passu Obligations;

        (p)   any extension, renewal, refinancing or replacement, in whole or in part, of any Lien described in the foregoing clauses (a) through (o) and this clause (p) so long as no additional collateral is granted as security thereby;

        (q)   Liens on property or assets securing Indebtedness used to defease or to satisfy and discharge the Notes; and

        (r)   in addition to the items referred to in clauses (a) through (q) above, Liens on property or assets of the Issuers or any Restricted Subsidiary securing obligations in an aggregate amount which, when taken together with the aggregate amount of all other Liens securing obligations incurred pursuant to this clause (r) and then outstanding, will not exceed $10.0 million.

153

        "Person" means any individual, corporation, partnership, joint venture, association, joint stock company, trust, unincorporated organization, limited liability company or government or other entity.

        "Preferred Stock" means, with respect to any Person, any Capital Stock of any class or classes (however designated) which is preferred as to the payment of dividends or distributions, or as to the distribution of assets upon any voluntary or involuntary liquidation or dissolution of such Person, over the Capital Stock of any other class in such Person.

        "Purchase Money Obligation" means any Indebtedness secured by a Lien on assets related to the business of the Issuers or a Restricted Subsidiary and any additions and accessions thereto, which are purchased or constructed by the Issuers or a Restricted Subsidiary at any time after the Issue Date; provided that

        (1)   the security agreement or conditional sales or other title retention contract pursuant to which the Lien on such assets is created (collectively a "Purchase Money Security Agreement") shall be entered into within 360 days after the purchase or substantial completion of the construction of such assets and shall at all times be confined solely to the assets so purchased, constructed or acquired, any additions and accessions thereto and any proceeds therefrom;

        (2)   at no time shall the aggregate principal amount of the outstanding Indebtedness secured thereby be increased, except in connection with the purchase or construction of additions, improvements and accessions thereto and except in respect of fees and other obligations in respect of such Indebtedness and

        (3)   (A) the aggregate outstanding principal amount of Indebtedness secured thereby (determined on a per asset basis in the case of any additions, improvements and accessions) shall not at the time such Purchase Money Security Agreement is entered into exceed 100% of the purchase price or cost of construction to the Issuers or their Restricted Subsidiaries of the assets subject thereto or (B) the Indebtedness secured thereby shall be with recourse solely to the assets so purchased or acquired, any additions and accessions thereto and any proceeds therefrom.

        "Qualified Capital Stock" of any Person means any and all Capital Stock of such Person other than Redeemable Capital Stock.

        "Qualified Securitization Transaction" means any transaction or series of transactions that may be entered into by the Issuers or any Restricted Subsidiary pursuant to which (a) the Issuers or any Restricted Subsidiary may sell, convey or otherwise transfer to a Securitization Entity its interests in Receivables and Related Assets and (b) such Securitization Entity transfers to any other Person, or grants a security interest in, such Receivables and Related Assets, pursuant to a transaction customary in the industry which is used to achieve a transfer of financial assets under GAAP.

        "Receivables and Related Assets" means any account receivable (whether now existing or arising thereafter) of the Issuers or any Restricted Subsidiary, and any assets related thereto including all collateral securing such accounts receivable, all contracts and contract rights and all guarantees or other obligations in respect of such accounts receivable, proceeds of such accounts receivable and other assets which are customarily transferred or in respect of which security interest are customarily granted in connection with asset securitization transactions involving accounts receivable.

        "Redeemable Capital Stock" means any Capital Stock that, either by its terms or by the terms of any security into which it is convertible or exchangeable (at the option of the holders thereof), is or upon the happening of an event or passage of time would be, required to be redeemed (at the option of the holders thereof) prior to the Stated Maturity of the Notes (other than upon a change of control of or sale of assets by the Issuers or any Restricted Subsidiary in circumstances where the holders of the notes would have similar rights), or is convertible into or exchangeable for, debt securities at any time prior to the Stated Maturity of the Notes at the option of the holder thereof; provided, however,

154

that (1) only the portion of such Capital Stock which so matures or is mandatorily redeemable, is so convertible or exchangeable or is so redeemable at the option of the holder thereof prior to such date shall be deemed to be Redeemable Capital Stock and (2) with respect to any Capital Stock issued to any employee or to any plan for the benefit of employees of the Company or its Subsidiaries or by any such plan to such employees, such Capital Stock shall not constitute Redeemable Capital Stock solely because it may be required to be repurchased by the Company or one of its Subsidiaries in order to satisfy applicable statutory or regulatory obligations or as a result of such employee's terminations, resignation, death or disability and (3) if any class of Capital Stock of such Person that by its terms authorizes such Person to satisfy its obligations thereunder by delivery of Capital Stock that is not Redeemable Capital Stock, such Capital Stock shall not be deemed to be Redeemable Capital Stock.

        "Registration Rights Agreement" means (1) with respect to the Notes issued on the Issue Date, the Registration Rights Agreement, to be dated the Issue Date, among the Issuers, the Guarantors on the Issue Date and the Initial Purchasers, (2) with respect to Notes issued on February 12, 2010, the Registration Rights Agreement dated February 12, 2010, among the Issuers, the Guarantors and the initial purchasers named therein and (3) with respect to any Additional Notes, any registration rights agreement among the Issuers, the Guarantors and the other parties thereto relating to the registration by the Issuers and the Guarantors of such Additional Notes under the Securities Act.

        "Replacement Assets" means (1) properties or assets to replace the properties or assets that were the subject of an Asset Sale, (2) properties and assets that will be used in businesses of the Issuers or any Restricted Subsidiary, as the case may be, existing at the time such assets are sold or (3) Capital Stock of a Person, the principal portion of whose assets consist of such property or assets; provided that in the case of a sale of Notes Priority Collateral substantially all of such replacement properties or assets constitute Notes Priority Collateral.

        "Restricted Investment" means an Investment other than a Permitted Investment.

        "Restricted Subsidiary" means any Subsidiary of either the Company (including Tops Markets) or Tops Markets that has not been designated by the board of directors of the Company by a board resolution delivered to the Trustee as an Unrestricted Subsidiary pursuant to and in compliance with the covenant described under "—Certain Covenants—Limitation on Unrestricted Subsidiaries."

        "SEC" means the Securities and Exchange Commission.

        "Securities Act" means the Securities Act of 1933, as amended, or any successor statute, and the rules and regulations promulgated by the SEC thereunder.

        "Securitization Entity" means a Subsidiary of the Company to which the Issuers or any Subsidiary of the Issuers transfers Receivables and Related Assets that engages in no activities other than in connection with the financing of Receivables and Related Assets and that is designated by the Company's board of directors (as provided below) as a Securitization Entity and:

        (a)   no portion of the Indebtedness or any other obligations (contingent or otherwise) of which:

        (1)   is guaranteed by the Issuers or any Restricted Subsidiary (excluding guarantees (other than the principal of, and interest on, Indebtedness) pursuant to Standard Securitization Undertakings);

        (2)   is recourse to or obligates the Issuers or any Restricted Subsidiary (other than such Securitization Entity) in any way other than pursuant to Standard Securitization Undertakings; or

155

        (3)   subjects any property or asset of the Issuers or any Restricted Subsidiary (other than such Securitization Entity), directly or indirectly, contingently or otherwise, to the satisfaction thereof, other than pursuant to Standard Securitization Undertakings;

        (b)   with which neither the Issuers nor any Restricted Subsidiary (other than such Securitization Entity) has any material contract, agreement, arrangement or understanding other than on terms not materially less favorable to the Issuers or such Restricted Subsidiary than those that might be obtained at the time from Persons that are not Affiliates of the Issuers, other than fees payable in the ordinary course of business in connection with servicing accounts receivable; and

        (c)   to which neither Issuer nor any Restricted Subsidiary (other than such Securitization Entity) has any obligation to maintain or preserve such entity's financial condition or cause such entity to achieve certain levels of operating results.

        Any designation of a Subsidiary as a Securitization Entity shall be evidenced to the Trustee by delivering to the Trustee a certified copy of the resolution of the board of directors of the Company giving effect to the designation and an Officer's Certificate certifying that the designation complied with the preceding conditions and was permitted by the Indenture.

        "Securitization Fees" means reasonable distributions or payments made directly or by means of discounts with respect to any participation interest issued or sold in connection with, and other fees paid to a Person that is not a Securitization Entity in connection with any Qualified Securitization Transaction.

        "Securitization Repurchase Obligation" means any obligation of a seller of Receivables and Related Assets in a Qualified Securitization Transaction to repurchase Receivables and Related Assets arising as a result of a breach of a representation, warranty or covenant or otherwise that are customary for an accounts receivable securitization transaction, including, without limitation, as a result of a receivable or portion thereof becoming subject to any asserted defense, dispute, off set or counterclaim of any kind as a result of any action taken by, any failure to take action by or any other event relating to the seller.

        "Security Documents" means the Security Agreement, the Intercreditor Agreement and all of the security agreements, pledges, collateral assignments, mortgages, deeds of trust, trust deeds or other instruments evidencing or creating or purporting to create any security interests in favor of the Collateral Agent for its benefit and for the benefit of the Trustee and the holders of the Notes and the holders of any Permitted Additional Pari Passu Obligations, in all or any portion of the Collateral, as amended, modified, restated, supplemented or replaced from time to time.

        "Senior Secured Note Documents" means the Indenture, the Notes, the Guarantees and the Security Documents.

        "Significant Subsidiary" means, at any time, any Restricted Subsidiary that qualifies at such time as a "significant subsidiary" within the meaning of Regulation S-X promulgated by the SEC (as in effect on the Issue Date).

        "Sponsor Management Agreement" means the management agreement between certain of the management companies associated with the Sponsors and the Company or any of its direct or indirect parent entities.

        "Sponsors" means Morgan Stanley Capital Partners V U.S. Holdco LLC, HSBC Equity Partners USA, LP, HSBC Private Equity Partners II USA, LP, and each of their respective Affiliates but not including, however, any of their respective portfolio companies.

        "Standard Securitization Undertakings" means representations, warranties, covenants and indemnities entered into by the Issuers or any Restricted Subsidiary that are reasonably customary in

156

an accounts receivable securitization transaction, including without limitation, those relating to the servicing of the assets of a Securitization Entity; it being understood that any Securitization Repurchase Obligation that is customary in a Qualified Securitization Transaction shall be deemed to be a Standard Securitization Undertaking.

        "Stated Maturity" means, when used with respect to any Indebtedness or any installment of interest thereon, the dates specified in such Indebtedness as the fixed date on which the principal of such Indebtedness or such installment of interest, as the case may be, is due and payable.

        "Subordinated Indebtedness" means Indebtedness of the Issuers or a Guarantor that is contractually subordinated in right of payment to the Notes or a Guarantee, as the case may be.

"Subsidiary" of a Person means

        (1)   any corporation more than 50% of the outstanding voting power of the Voting Stock of which is owned or controlled, directly or indirectly, by such Person or by one or more other Subsidiaries of such Person, or by such Person and one or more other Subsidiaries thereof, or

        (2)   any limited partnership of which such Person or any Subsidiary of such Person is a general partner, or

        (3)   any other Person in which such Person, or one or more other Subsidiaries of such Person, or such Person and one or more other Subsidiaries, directly or indirectly, has more than 50% of the outstanding voting power of the partnership or similar interests.

        "Transactions" means the issuance of the Notes and the borrowings under the Credit Agreement as in effect on the Issue Date, the repayment of Indebtedness of the Issuers and any Restricted Subsidiary, the payment of a distribution to the holders of the Capital Stock of the Company on, or within 30 days of, the Issue Date, as described in the prospectus, and any fees and expenses related to any of the foregoing.

        "Treasury Rate" means, as of any redemption date, the yield to maturity as of such redemption date of United States Treasury securities with a constant maturity (as compiled and published in the most recent Federal Reserve Statistical Release H.15 (519) that has become publicly available at least two business days prior to the redemption date (or, if such Statistical Release is no longer published, any publicly available source of similar market data)) most nearly equal to the period from the redemption date to October 15, 2012; provided, however, that if the period from the redemption date to October 15, 2012 is less than one year, the weekly average yield on actually traded United States Treasury securities adjusted to a constant maturity of one year will be used.

        "Trust Monies" means all cash and Cash Equivalents:

        (1)   received by the Company upon the release of Collateral from the Lien of the Indenture or the Security Documents in connection with any Asset Sale; provided that any such cash or Cash Equivalents remaining after consummation of an Offer pursuant to the covenant "—Certain Covenants—Limitations on Sale of Assets" shall cease to be Trust Monies; or

        (2)   received by the Collateral Agent as proceeds of any sale or other disposition of all or any part of the Collateral by or on behalf of the Collateral Agent or any collection, recovery, receipt, appropriation or other realization of or from all or any part of the Collateral pursuant to the Indenture or any of the Security Documents;

provided, however, that Trust Monies shall in no event include (i) any property deposited with the Trustee for any redemption, legal defeasance or covenant defeasance of Notes, for the satisfaction and discharge of the Indenture or to pay the purchase price of the Notes and any Permitted Additional Pari Passu Obligations pursuant to an Offer in accordance with the terms of the Indenture, (ii) any cash

157

received or applicable by the Trustee in payment of its fees and expenses or, (iii) prior to the Discharge of ABL Obligations, any amounts attributable to ABL Priority Collateral.

        "UCC" means the Uniform Commercial Code as in effect from time to time in the State of New York; provided, however, that, at any time, if by reason of mandatory provisions of law, any or all of the perfection or priority of the Collateral Agent's security interest in any item or portion of the Collateral is governed by the Uniform Commercial Code as in effect in a jurisdiction other that the State of New York, the term "UCC" shall mean the Uniform Commercial Code as in effect, at such time, in such other jurisdiction for purposes of the provisions hereof relating to such perfection or priority and for purposes of definitions relating to such provisions.

        "Unrestricted Subsidiary" means any Subsidiary of the Company (other than an Issuer) designated as such pursuant to and in compliance with the covenant described under "—Certain Covenants—Limitation on Unrestricted Subsidiaries."

        "Voting Stock" of a Person means Capital Stock of such Person of the class or classes pursuant to which the holders thereof have the general voting power under ordinary circumstances to elect at least a majority of the board of directors, managers or trustees of such Person (irrespective of whether or not at the time Capital Stock of any other class or classes shall have or might have voting power by reason of the happening of any contingency).

158

MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS

General

        The following discussion summarizes material U.S. federal income tax consequences of the exchange of unregistered notes for exchange notes and of the ownership and sale or other disposition of the notes. This summary is based upon existing U.S. federal income tax law, which is subject to change or differing interpretations, possibly with retroactive effect. There can be no assurance that the Internal Revenue Service (the "IRS") will not take positions concerning the tax consequences of the ownership and sale or other disposition of the notes that are different from those discussed below.

        This summary does not discuss all aspects of U.S. federal income taxation that may be important to particular investors in light of their individual circumstances, such as investors subject to special tax rules (e.g., financial institutions, insurance companies, broker-dealers and tax-exempt organizations) or to persons that will hold the notes as a part of a straddle, hedge, conversion, constructive sale or other integrated transaction for U.S. federal income tax purposes, U.S. expatriates, holders subject to the alternative minimum tax, partnerships or other pass-through entities (or investors in such entities) or U.S. holders (as defined below) that have a functional currency other than the U.S. dollar, all of whom may be subject to tax rules that differ materially from those summarized below. In addition, this summary does not discuss any U.S. federal estate and gift tax considerations or any foreign, state or local tax considerations. This summary is written for investors that will hold their notes as "capital assets" under the Internal Revenue Code of 1986, as amended, or the Code. Prospective investors are urged to consult their own tax advisors regarding the U.S. federal, state, local and foreign income and other tax consequences of the ownership and sale or other disposition of the notes.

        The term "U.S. holder" means a beneficial owner of a note that is, for U.S. federal income tax purposes:

        (1)   an individual who is a citizen or resident of the United States;

        (2)   a corporation or other entity treated as a corporation for U.S. federal income tax purposes, created in or organized under the law of the United States or any state thereof or the District of Columbia,

        (3)   an estate the income of which is includible in gross income for U.S. federal income tax purposes regardless of its source, or

        (4)   a trust (A) the administration of which is subject to the primary supervision of a U.S. court and with respect to which one or more United States persons have the authority to control all substantial decisions of the trust, or (B) that has in effect a valid election under applicable U.S. Treasury regulations to be treated as a United States person.

        If an entity treated as a partnership for U.S. federal income tax purposes is a beneficial owner of notes, the tax treatment of a partner or member generally will depend upon the status of the partner or member and the activities of the partnership. A holder that is a partnership and partners in such a partnership are urged to consult their tax advisors about the U.S. federal income tax consequences of the partnership exchanging unregistered notes for exchange notes and of owning and selling or otherwise disposing of the notes.

        A beneficial owner of a note that is not a U.S. holder or a partnership is referred to herein as a "non-U.S. holder."

Exchange Offer

        The exchange of the unregistered notes for exchange notes in the exchange offer will not constitute a taxable event for U.S. federal income tax purposes. Accordingly, a holder will not recognize

159

any gain or loss as a result of the exchange. In addition, the holder's holding period of the exchange note received in the exchange will include the holding period of the unregistered note exchanged therefor, and the holder's adjusted tax basis of the exchange note will be the same as the adjusted tax basis of the unregistered note immediately before the exchange. The adjusted issue price of an exchange note will also be the same as the adjusted issue price of the unregistered note immediately before the exchange. Because there is generally no difference between the unregistered notes and the exchange notes from a U.S. federal income tax perspective, we refer to both the unregistered notes and the exchange notes as the "notes" for the remainder of this discussion.

Effect of Certain Contingencies

        In certain circumstances, we may be obligated to pay amounts in excess of stated interest or principal on the notes. Our obligation to pay such excess amounts may cause the IRS to take the position that the notes are "contingent payment debt instruments" for U.S. federal income tax purposes. If the IRS is successful in such an assertion, the timing and amount of income included and the character of gain recognized with respect to the notes may be different from the consequences discussed herein. Notwithstanding this possibility, we do not believe that the notes are contingent payment debt instruments, and, consequently, we do not intend to treat the notes as contingent payment debt instruments. Such determination by us is binding on all holders unless a holder discloses its differing position in a statement attached to its timely filed U.S. federal income tax return for the taxable year during which a note was acquired. The remainder of this discussion assumes that the notes will not be treated as contingent payment debt instruments for U.S. federal income tax purposes.

U.S. Holders

        Payment of Stated Interest.    Generally, the stated interest on the notes will be taxable to a U.S. holder as ordinary interest income (in accordance with the holder's regular method of accounting) at the time such payments are accrued or received. For U.S. holders that purchased notes on February 12, 2010, we took the position that on the first interest payment date, a portion of the stated interest received in an amount equal to the "pre-issuance accrued stated interest" is treated as a return of the pre-issuance accrued stated interest and not as a payment of stated interest on the note. Such treatment would reduce the U.S. holder's adjusted tax basis in the note for purposes of determining the amount, if any, of acquisition premium, amortizable bond premium, or gain or loss on the sale or other disposition of the note.

        Original Issue Discount.    In addition to bearing stated interest, as discussed above, the notes were issued with OID for U.S. federal income tax purposes. The amount of OID, if any, in respect of a note will be equal to the difference between its "stated redemption price at maturity" and its "issue price." The term "stated redemption price at maturity" means the sum of all payments to be made on a note other than "qualified stated interest." The term "qualified stated interest" generally means stated interest that is payable in cash at a single fixed rate, at least annually over the entire term of the note. Because all of the stated interest on the notes is "qualified stated interest," the "stated redemption price at maturity" of a note is its stated principal amount, and the amount of OID will be equal to the excess of its stated principal amount over its "issue price." The "issue price" of each note is the first price at which a substantial amount of the notes in the issue that included such note was sold (other than to an underwriter, placement agent or wholesaler).

        If a U.S. holder purchases a note for less than the stated principal amount, such U.S. holder will be required to include in taxable income (as ordinary income) for any taxable year the daily portion of the OID described in the preceding paragraph that accrues on the note for each day during the taxable year on which such holder holds the note, whether such holder is reporting on the cash or accrual basis of accounting for U.S. federal income tax purposes. Thus, a U.S. holder will be required to include OID in income in advance of the receipt of the cash to which such OID is attributable. The daily

160

portion is determined by allocating to each day of an accrual period a pro rata portion of the OID allocable to such accrual period.

        The amount of OID that will accrue during an accrual period is the product of the "adjusted issue price" of a note at the beginning of the accrual period multiplied by the yield to maturity of the note less the amount of any stated interest allocable to such accrual period. The "adjusted issue price" of a note at the beginning of an accrual period will equal its issue price, increased by the aggregate amount of OID that has accrued on the note in all prior accrual periods, and decreased by any payments made during all prior accrual periods of amounts included in the stated redemption price at maturity of the note.

        Market Discount.    If a U.S. holder purchases a note for less than the adjusted issue price of the note, the difference generally will be market discount. Subject to a de minimis exception, market discount on a note generally will equal the amount, if any, by which the "revised issue price" (as defined under the Code) of the note immediately after its acquisition exceeds the U.S. holder's adjusted tax basis in the note. The "revised issue price" of a note is equal to the sum of the original issue price of the note and any OID that has accrued on the notes prior to the date of the U.S. holder's acquisition of the note. A U.S. holder who acquires a note at a market discount must treat as ordinary income any payment other than qualified stated interest on, or any gain recognized on the disposition of, the note to the extent of the accrued market discount (based on ratable accrual from the purchase date until the maturity date, unless an election is made to use a constant yield method) on that note which has not previously been included in income, unless the U.S. holder elects to include market discount in income (generally as ordinary income) currently as it accrues with a corresponding increase in the adjusted tax basis in the note.

        An election to include market discount in income currently, once made, applies to all market discount obligations acquired on or after the first taxable year to which the election applies and may not be revoked without the consent of the IRS. In general, market discount will be treated as accruing on a straight-line basis over the remaining term of the note at the time of acquisition, or, pursuant to the election, under a constant yield method. A U.S. holder who acquires a note at a market discount and who does not elect to include accrued discount in income currently may be required to defer the deduction of a portion of the interest on any indebtedness incurred or maintained to purchase or carry the note until the note is disposed of in a taxable transaction.

        Acquisition Premium.    A U.S. holder who purchases a note for an amount that is greater than the note's adjusted issue price but less than or equal to the note's stated principal amount will be considered to have purchased the note at an acquisition premium. Under the acquisition premium rules, the amount of OID that the holder must include in its gross income with respect to the note for any taxable year will be reduced by the portion of acquisition premium properly allocable to that year.

        Amortizable Bond Premium.    A U.S. holder who purchases a note for an amount that is greater than the note's stated principal amount will be considered to have purchased the note with amortizable bond premium. A holder with amortizable bond premium generally will not be required to include any OID with respect to the note. A U.S. holder generally may elect to amortize the premium over the remaining term of the note on a constant yield method as an offset to stated interest when includible in income under such holder's regular accounting method. If a U.S. holder does not elect to amortize the premium, that premium will decrease the gain or increase the loss otherwise recognized on a disposition of the note.

        Sale, Exchange, Retirement or Other Taxable Disposition of the Notes.    Upon a sale, exchange, retirement or other taxable disposition of a note, a U.S. holder generally will recognize gain or loss in an amount equal to the difference between the amount realized on the disposition (other than any amount attributable to accrued but unpaid stated interest, which will be taxable as ordinary income to

161

the extent not previously included in income) and the U.S. holder's adjusted tax basis in such note. A holder's adjusted tax basis in the note is generally the cost of the note increased by any accrued OID or market discount previously included in income on the note and reduced by any amortizable bond premium previously amortized. Any such gain or loss generally will be capital gain or loss (except to the extent that the market discount rules described above in "—Market Discount" apply), and will be long-term capital gain or loss if the U.S. holder's holding period for the note is more than one year at the time of disposition. For non-corporate U.S. holders, long-term capital gains generally will be subject to reduced rates of taxation. The deductibility of capital losses is subject to certain limitations.

Non-U.S. Holders

        Payment of Interest.    All payments of interest (including OID) on the notes made to a non-U.S. holder will be exempt from U.S. federal income and withholding tax, provided that: (i) such non-U.S. holder does not own, actually or constructively, 10% or more of the total combined voting power of all classes of our stock entitled to vote, (ii) such non-U.S. holder is not a controlled foreign corporation related, actually or constructively, to us, (iii) such non-U.S. holder is not a bank receiving certain types of interest, (iv) such interest is not effectively connected with such non-U.S. holder's conduct of a U.S. trade or business and (v) the beneficial owner of the notes certifies, under penalties of perjury, to us or our paying agent on IRS Form W-8BEN (or appropriate substitute form) that it is not a U.S. person and provides its name, address and certain other required information or certain other certification requirements are satisfied.

        If a non-U.S. holder cannot satisfy the requirements described above, payments of interest (including OID) will be subject to a 30% U.S. federal withholding tax, unless such non-U.S. holder provides us with a properly executed (i) IRS Form W-8BEN (or appropriate substitute form) claiming an exemption from or reduction in withholding under the benefit of an applicable income tax treaty or (ii) IRS Form W-8ECI (or appropriate substitute form) stating that interest paid or accrued on the notes is not subject to withholding tax because it is effectively connected with the conduct of a trade or business in the United States. See below under "—Income Effectively Connected with a U.S. Trade or Business."

        Sale, Exchange, Retirement or Other Disposition of the Notes.    Subject to the discussion below concerning backup withholding and except with respect to accrued but unpaid interest, which will be taxable as described above under "—Payment of Interest," a non-U.S. holder generally will not be subject to U.S. federal income or withholding tax on any gain recognized upon the sale, exchange, retirement or other disposition of a note, unless (i) such gain is effectively connected with the conduct by such non-U.S. holder of a trade or business within the United States (see below under "—Income Effectively Connected with a U.S. Trade or Business") or (ii) such non-U.S. holder is an individual who is present in the United States for 183 days or more in the taxable year of disposition, and certain other conditions are met, in which case such holder will be subject to a 30% U.S. federal income tax on such gain, which may be offset by certain U.S. source capital losses.

        Income Effectively Connected with a U.S. Trade or Business.    If a non-U.S. holder is engaged in a trade or business in the United States, and if interest or OID on the notes, or gain realized on the sale or other disposition of the notes, is effectively connected with the conduct of such trade or business, the non-U.S. holder generally will be subject to regular U.S. federal income tax on such income or gain in the same manner as if the non-U.S. holder were a U.S. holder. If the non-U.S. holder is eligible for the benefits of an income tax treaty between the United States and the holder's country of residence, any "effectively connected" income or gain generally will be subject to U.S. federal income tax only if it is also attributable to a permanent establishment or fixed base maintained by the holder in the United States. Payments of interest that are effectively connected with a U.S. trade or business will not be subject to the 30% withholding tax provided that the holder claims exemption from withholding. To claim exemption from withholding, the holder must certify its qualification, which can be done by filing

162

a properly executed applicable IRS Form W-8 (or appropriate substitute form). In addition, if such a non-U.S. holder is a foreign corporation, such holder may also be subject to a branch profits tax equal to 30% (or such lower rate provided by an applicable treaty) of its effectively connected earnings and profits for the taxable year, subject to certain adjustments.

Information Reporting and Backup Withholding

        U.S. Holders.    Payments of interest (including OID) on, or the proceeds of a sale or other disposition of, a note are generally subject to information reporting unless the U.S. holder is an exempt recipient (such as a corporation). Such payments may also be subject to U.S. federal backup withholding tax at the applicable rate (which is currently 28%) if the recipient of such payment fails to supply a taxpayer identification number, certified under penalties of perjury, as well as certain other information or otherwise fails to establish an exemption from backup withholding. Any amounts withheld under the backup withholding rules will be allowed as a refund or credit against that U.S. holder's U.S. federal income tax liability provided the required information is timely furnished to the IRS.

        Non-U.S. Holders.    A non-U.S. holder may be required to comply with certain certification procedures to establish that the holder is not a U.S. person in order to avoid backup withholding tax with respect to our payment of interest (including OID) on, or the proceeds of a sale or other disposition of, a note. Any amounts withheld under the backup withholding rules will be allowed as a refund or a credit against that non-U.S. holder's U.S. federal income tax liability provided the required information is timely furnished to the IRS. In certain circumstances, the name and address of the beneficial owner and the amount of interest paid on a note, as well as the amount, if any, of tax withheld, may be reported to the IRS. Copies of these information returns may also be made available under the provisions of a specific treaty or agreement to the tax authorities of the country in which the non-U.S. holder resides.

163

PLAN OF DISTRIBUTION

        Each broker-dealer that receives exchange notes for its own account pursuant to the exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of such exchange notes. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of exchange notes received in exchange for unregistered notes where such unregistered notes were acquired as a result of market-making activities or other trading activities. We have agreed to use commercially reasonable efforts to have the registration statement, of which this prospectus forms a part, remain effective until 180 days after , 2010 for use by the participating broker-dealers. We have also agreed to amend or supplement this prospectus during this 180-day period, if requested by one or more participating broker-dealers, in order to expedite or facilitate such resales.

        We will not receive any proceeds from any sale of exchange notes by broker-dealers. Exchange notes received by broker-dealers for their own account pursuant to the exchange offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or at negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers that may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such exchange notes. Any broker-dealer that resells exchange notes that were received by it for its own account pursuant to the exchange offer and any broker or dealer that participates in a distribution of such exchange notes may be deemed to be an "underwriter" within the meaning of the Securities Act and any profit on any such resale of exchange notes and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The letter of transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act.

164

LEGAL MATTERS

        The validity of the exchange notes offered hereby will be passed upon for Tops Holding Corporation and Tops Markets, LLC by Shearman & Sterling LLP.

EXPERTS

        The consolidated financial statements and the related financial statement schedules of Tops Holding Corporation and subsidiaries as of January 2, 2010 and December 27, 2008, and for the periods ended January 2, 2010 and December 27, 2008, and for the period from December 2, 2007 to December 29, 2007 (Successor Period), and for the period from December 31, 2006 to December 1, 2007 (Predecessor Period), included in this Prospectus have been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their report appearing herein and elsewhere in the Registration Statement (which report expresses an unqualified opinion on the consolidated financial statements and financial statement schedules and includes an explanatory paragraph relating to the acquisition of Tops Markets, LLC by Tops Holding Corporation and subsidiaries as discussed in Notes 1 and 2 to the consolidated financial statements). Such consolidated financial statements and financial statement schedules have been so included in reliance upon the report of such firm given upon their authority as experts in accounting and auditing.

        The consolidated financial statements of The Penn Traffic Company as of January 31, 2009 and February 2, 2008 and for the years ended January 31, 2009, February 2, 2008 and February 3, 2007 included in this prospectus have been audited by Eisner LLP, independent registered public accounting firm, as stated in their report thereon (which contains an explanatory paragraph describing conditions that raise substantial doubt about The Penn Traffic Company's ability to continue as a going concern as described in Note 19 to the consolidated financial statements) appearing elsewhere herein, and are included in reliance upon such report given on the authority of such firm as experts in accounting and auditing.

WHERE YOU CAN FIND MORE INFORMATION

        We have filed with the SEC a registration statement on Form S-4, of which this prospectus forms a part, with respect to the issuance of the exchange notes. This prospectus does not contain all of the information contained in the registration statement and the exhibits to the registration statement. Some items are omitted in accordance with the rules and regulations of the SEC. For further information about us and the exchange notes, we refer you to the registration statement. You should be aware that the statements made in this prospectus as to the contents of any agreement or other document filed as an exhibit to the registration statement are not complete. Although we believe that we have summarized the material terms of these documents in the prospectus, these statements should be read along with the full and complete text of the related documents.

        Our SEC filings, including the registration statement, may be inspected and copied at the Public Reference Room of the SEC located at Room 1580, 100 F Street, N.E., Washington D.C. 20549. Copies of these documents may be obtained at prescribed rates from the Public Reference Room of the SEC located at Room 1580, 100 F Street, N.E., Washington D.C. 20549. For further information about the Public Reference Section, call 1-800-SEC-0330. Such materials may also be accessed electronically by means of the SEC's home page on the Internet (http://www.sec.gov).

165

INDEX TO FINANCIAL STATEMENTS

		Page
TOPS HOLDING CORPORATION
Report of Independent Registered Public Accounting Firm			F-2
Audited Consolidated Financial Statements
	Consolidated Balance Sheets as of January 2, 2010 and December 27, 2008		F-4
	Consolidated Statements of Operations for the years ended January 2, 2010 and December 27, 2008, and for the periods from December 2, 2007 to December 29, 2007 (Successor) and from December 31, 2006 to December 1, 2007 (Predecessor)		F-5
	Consolidated Statements of Changes in Shareholders' (Deficit) Equity for the years ended January 2, 2010 and December 27, 2008, and for the periods from December 2, 2007 to December 29, 2007 (Successor) and from December 31, 2006 to December 1, 2007 (Predecessor)		F-6
	Consolidated Statements of Cash Flows for the years ended January 2, 2010 and December 27, 2008, and for the periods from December 2, 2007 to December 29, 2007 (Successor) and from December 31, 2006 to December 1, 2007 (Predecessor)		F-7
Notes to Consolidated Financial Statements			F-8
Unaudited Condensed Consolidated Financial Statements
	Condensed Consolidated Balance Sheets as of April 24, 2010 and January 2, 2010		F-61
	Condensed Consolidated Statements of Operations for the 16-week periods ended April 24, 2010 and April 18, 2009		F-62
	Condensed Consolidated Statements of Cash Flows for the 16-week periods ended April 24, 2010 and April 18, 2009		F-63
Notes to Unaudited Condensed Consolidated Financial Statements			F-64
THE PENN TRAFFIC COMPANY
Report of Independent Registered Public Accounting Firm			F-83
Audited Consolidated Financial Statements
	Consolidated Balance Sheets as of January 31, 2009 and February 2, 2008		F-84
	Consolidated Statements of Operations for the years ended January 31, 2009, February 2, 2008 and February 3, 2007		F-86
	Consolidated Statements of Cash Flows for the years ended January 31, 2009, February 2, 2008 and February 3, 2007		F-87
	Consolidated Statements of Stockholders' Equity and Comprehensive Loss for the years ended January 31, 2009, February 2, 2008 and February 3, 2007		F-88
Notes to the Consolidated Financial Statements			F-89
Unaudited Condensed Consolidated Financial Statements
	Condensed Consolidated Balance Sheets (Unaudited) as of October 31 and January 31, 2009		F-117
	Condensed Consolidated Statements of Operations (Unaudited) for the quarters ended October 31, 2009 and November 1, 2008 and the three quarters ended October 31, 2009 and November 1, 2008		F-119
	Condensed Consolidated Statements of Cash Flows (Unaudited) for the three quarters ended October 31, 2009 and November 1, 2008		F-120
	Condensed Consolidated Statements of Stockholders' Equity (Unaudited) for the three quarters ended October 31, 2009		F-121
Notes to Condensed Consolidated Financial Statements (Unaudited)			F-122

F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders of
Tops Holding Corporation
Buffalo, New York

        We have audited the accompanying consolidated balance sheets of Tops Holding Corporation and subsidiaries (the "Company") as of January 2, 2010 and December 27, 2008, and the related consolidated statements of operations, changes in shareholders' (deficit) equity, and cash flows for the periods ended January 2, 2010, December 27, 2008, and for the period from December 2, 2007 to December 29, 2007 (Successor Period). We have also audited the accompanying consolidated statements of operations, changes in shareholders' (deficit) equity, and cash flows of Tops Markets, LLC and subsidiaries ("Tops Markets") for the period from December 31, 2006 to December 1, 2007 (Predecessor Period). Our audits also included the consolidated financial statement schedules listed in the Index at Item 21(b) in the registration statement of which this prospectus is a part. These financial statements and financial statement schedules are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements and financial statement schedules based on our audits.

        We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

        In our opinion, such consolidated financial statements present fairly, in all material respects, the financial position of the Company as of January 2, 2010 and December 27, 2008, and the results of its operations and its cash flows for the periods ended January 2, 2010, December 27, 2008, and for the period from December 2, 2007 to December 29, 2007 and the results of operations and cash flows of Tops Markets for the period from December 31, 2006 to December 1, 2007 in conformity with accounting principles generally accepted in the United States of America. Also, in our opinion, such financial statement schedules, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein.

        As discussed in Notes 1 and 2 to the consolidated financial statements, the Company purchased all the membership interest of Tops Markets on December 1, 2007. The acquisition was accounted for as a purchase and "push down accounting" was applied which established a new basis of accounting for the assets and liabilities of Tops Markets. Prior to December 2, 2007, Tops Markets was a wholly-owned subsidiary of Koninklijke Ahold N.V ("Ahold"), and was dependent on Ahold and its affiliated entities for financing, management and shared services. Tops Markets engaged in transactions with, and had significant amounts receivable and payable to Ahold as well as other related companies directly or indirectly owned by Ahold. Certain costs incurred by Ahold or its affiliates were allocated to Tops Markets, including allocations for selling and general expenses, income taxes, accounts payable and accounts receivable. Such allocations were based on a systematic rational method when not directly transacted between Tops Markets and Ahold or an affiliated company. The consolidated statements of operations and cash flows for the period from December 31, 2006 to December 1, 2007 have been prepared from the separate records maintained by Tops Markets and may not necessarily be indicative

F-2

of the results of operations or cash flows that would have resulted had these and other transactions with related parties been consummated with unrelated parties or had Tops Markets been a stand alone company.

/s/ Deloitte & Touche LLP

Buffalo, New York
April 14, 2010 (except for Note 20, as to which the date is July 9, 2010)

F-3

TOPS HOLDING CORPORATION

CONSOLIDATED BALANCE SHEETS

(Dollars in thousands, except share and per share amounts)

		January 2, 2010			December 27, 2008
Assets
Current assets:
	Cash and cash equivalents	$	19,722		$	30,319
	Accounts receivable, net (Note 3)		49,457			40,046
	Inventory		82,272			81,927
	Prepaid expenses (Note 4)		13,535			9,018
	Income taxes refundable		760			—
	Current deferred tax assets (Note 14)		5,986			7,889
Total current assets			171,732			169,199
	Property and equipment, net (Note 6)		333,416			359,160
	Intangible assets, net (Note 7)		76,356			82,912
	Other assets (Note 8)		11,344			8,207
	Non-current deferred tax assets (Note 14)		—			216
Total assets		$	592,848		$	619,694
Liabilities and Shareholders' (Deficit) Equity
Current liabilities:
	Accounts payable	$	68,462		$	54,937
	Accrued expenses and other current liabilities (Note 10)		68,334			66,050
	Current portion of long-term debt and capital leases (Notes 11 and 12)		8,548			10,665
Total current liabilities			145,344			131,652
	Obligations under leasing arrangements (Note 11)		175,340			178,865
	Long-term debt (Note 12)		288,194			201,215
	Other long-term liabilities		16,785			20,233
	Non-current deferred tax liabilities (Note 14)		5,986			—
Total liabilities			631,649			531,965
Commitments and contingencies (Note 19)
Shareholders' (deficit) equity:
	Common shares ($0.001 par value; 200,000 authorized shares, 100,000 shares issued & outstanding) (Note 16)		—			—
	Additional paid-in (deficit) capital		(3,383	)		100,532
	Accumulated deficit		(35,553	)		(9,860	)
	Accumulated other comprehensive income (loss), net of tax		135			(2,943	)
Total shareholders' (deficit) equity			(38,801	)		87,729
Total liabilities and shareholders' (deficit) equity		$	592,848		$	619,694

See notes to consolidated financial statements.

F-4

TOPS HOLDING CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS

(Dollars in thousands)

			Tops Holding Corporation									Tops Markets, LLC
			Fiscal 2009 (53 weeks)			Fiscal 2008 (52 weeks)			Fiscal 2007 Successor Period (4 weeks)			Fiscal 2007 Predecessor Period (48 weeks)
Net sales			$	1,695,608		$	1,700,232		$	136,811		$	1,526,760
Cost of goods sold (excluding distribution costs)				(1,185,344	)		(1,195,850	)		(96,650	)		(1,066,773	)
Distribution costs				(33,852	)		(32,882	)		(2,732	)		(36,194	)
Gross profit				476,412			471,500			37,429			423,793
Operating expenses:
	Wages, salaries and benefits			(224,958	)		(223,014	)		(17,561	)		(210,266	)
	Selling and general expenses			(73,474	)		(81,587	)		(5,560	)		(97,578	)
	Administrative expenses (inclusive of stock—based compensation expense of $1,085, $532, $0 and $1,510)			(65,013	)		(63,575	)		(4,487	)		(62,339	)
	Rent expense			(13,219	)		(13,114	)		(1,080	)		(12,084	)
	Depreciation and amortization			(52,727	)		(50,732	)		(3,257	)		(38,323	)
	Advertising			(12,531	)		(10,699	)		(698	)		(10,015	)
		Total operating expenses		(441,922	)		(442,721	)		(32,643	)		(430,605	)
Operating income (loss)				34,490			28,779			4,786			(6,812	)
Loss on debt extinguishment				(6,770	)		(2,228	)		—			—
Interest expense, net				(48,028	)		(43,711	)		(2,807	)		(47,965	)
(Loss) income before income taxes				(20,308	)		(17,160	)		1,979			(54,777	)
Income tax (expense) benefit				(5,385	)		6,316			(995	)		22,266
(Loss) income from continuing operations				(25,693	)		(10,844	)		984			(32,511	)
Loss from discontinued operations, net of tax				—			—			—			(19,586	)
Net (loss) income			$	(25,693	)	$	(10,844	)	$	984		$	(52,097	)

See notes to consolidated financial statements.

F-5

TOPS HOLDING CORPORATION

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' (DEFICIT) EQUITY

(Dollars in thousands, except share amounts)

					Successor Common Stock
									Additional Paid-In (Deficit) Capital			Retained Earnings (Accumulated Deficit)			Accumulated Other Comprehensive Income (Loss)			Predecessor Total Member's Deficit			Successor Total Shareholders' (Deficit) Equity
		Predecessor Member's Capital
					Shares		Amount
Balance at December 31, 2006—Tops Markets, LLC (Predecessor)		$	660,050			—	$	—	$	—		$	(768,263	)	$	(10,605	)	$	(118,818	)	$	—
	Net loss December 31, 2006 to December 1, 2007		—			—		—		—			(52,097	)		—			(52,097	)		—
	Pension liability adjustment, net of tax expense of $328		—			—		—		—			—			500			500			—
	Comprehensive loss		—			—		—		—			—			—			(51,597	)		—
	Debt forgiven by Former Parent		138,810			—		—		—			—			—			138,810			—
	Net capital contribution by Former Parent		(798,860	)		—		—		—			820,360			10,105			31,605			—
Balance at December 1, 2007—Tops Markets, LLC (Predecessor)			—			—		—		—			—			—			—			—
	Issuance of common stock		—			100,000		—		100,000			—			—			—			100,000
	Net income December 2, 2007 to December 29, 2007		—			—		—		—			984			—			—			984
	Change in fair value of swap, net of tax benefit of $279		—			—		—		—			—			(403	)		—			(403	)
	Comprehensive income		—			—		—		—			—			—			—			581
Balance at December 29, 2007—Tops Holding Corporation (Successor)			—			100,000		—		100,000			984			(403	)		—			100,581
	Net loss		—			—		—		—			(10,844	)		—			—			(10,844	)
	Change in fair value of interest rate swap through November 16, 2008, net of tax benefit of $1,796		—			—		—		—			—			(2,740	)		—			(2,740	)
	Reclassification adjustment on interest rate swap, net of tax expense of $200		—			—		—		—			—			305			—			305
	Retirement obligations adjustments, net of tax benefit of $69		—			—		—		—			—			(105	)		—			(105	)
	Comprehensive loss		—			—		—		—			—			—			—			(13,384	)
	Stock-based compensation		—			—		—		532			—			—			—			532
Balance at December 27, 2008—Tops Holding Corporation			—			100,000		—		100,532			(9,860	)		(2,943	)		—			87,729
	Net loss		—			—		—		—			(25,693	)		—			—			(25,693	)
	Reclassification adjustment on interest rate swap, net of tax expense of $1,861		—			—		—		—			—			2,838			—			2,838
	Retirement obligations adjustments, net of tax expense of $157		—			—		—		—			—			240			—			240
	Comprehensive loss		—			—		—		—			—			—			—			(22,615	)
	Dividend		—			—		—		(105,000	)		—			—			—			(105,000	)
	Stock-based compensation		—			—		—		1,085			—			—			—			1,085
Balance at January 2, 2010—Tops Holding Corporation		$	—			100,000	$	—	$	(3,383	)	$	(35,553	)	$	135		$	—		$	(38,801	)

See notes to consolidated financial statements.

F-6

TOPS HOLDING CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Dollars in thousands)

				Tops Holding Corporation									Tops Markets, LLC
				Fiscal 2009 (53 weeks)			Fiscal 2008 (52 weeks)			Fiscal 2007 Successor Period (4 weeks)			Fiscal 2007 Predecessor Period (48 weeks)
Cash flows (used in) provided by operating activities:
	Net (loss) income			$	(25,693	)	$	(10,844	)	$	984		$	(52,097	)
	Adjustments to reconcile net (loss) income to net cash provided by operating activities:
		Depreciation and amortization			65,285			55,530			3,760			42,368
		Loss on debt extinguishment			6,770			2,228			—			—
		Interest rate swap settlement			5,613			—			—			—
		Deferred income taxes			5,351			(6,968	)		778			(22,266	)
		Interest rate swap interest paid			3,146			—			—			—
		Impact of interest rate swap on deferred tax assets			2,070			—			—			—
		Amortization of deferred financing costs			1,304			1,247			76			—
		Change in fair value of interest rate swap			(1,256	)		1,666			—			—
		Stock-based compensation expense			1,085			532			—			1,510
		Benefit obligation charges			460			222			28			3,302
		LIFO inventory valuation adjustment			249			6,938			128			—
		Gain on legal settlement			—			(2,100	)		—			—
		Non-cash intercompany interest expense			—			—			—			18,003
		Loss on termination of contract			—			—			—			16,043
		Impairment of assets held for sale			—			—			—			17,300
		Non-cash increase in closed store reserve			—			—			—			15,700
		Income tax benefit—discontinued operations			—			—			—			(13,414	)
		Other			400			(71	)		12			1,288
	Changes in operating assets and liabilities:
		(Increase) decrease in accounts receivable			(9,411	)		6,552			(30,291	)		62,339
		(Increase) decrease in inventories			(594	)		1,797			2,198			2,320
		(Increase) decrease in prepaid expenses			(4,517	)		1,520			—			13,929
		Increase in income taxes refundable			(760	)
		Increase in prepaid expenses and other assets			—			—			(3,005	)		—
		Increase (decrease) in accounts payable			13,482			3,092			32,665			(24,137	)
		Increase (decrease) in accrued expenses and other current liabilities			3,733			16,182			16,845			(13,375	)
		Increase (decrease) in other long-term liabilities			96			3,544			394			(7,528	)
		Decrease in restructuring provisions			—			—			—			(34,765	)
		Decrease in liabilities held for sale			—			—			—			(4,843	)
			Net cash provided by operating activities		66,813			81,067			24,572			21,677
Cash flows (used in) provided by investing activities:
	Cash paid for property and equipment				(28,080	)		(35,298	)		(198	)		(7,201	)
	Interest rate swap settlement				(5,613	)		—			—			—
	Interest rate swap interest paid				(3,146	)		—			—			—
	Purchase of Member's interest in Tops Markets, LLC, net of cash acquired				—			(20,639	)		(297,976	)		—
	Other				146			(300	)		2			213
		Net cash used in investing activities			(36,693	)		(56,237	)		(298,172	)		(6,988	)
Cash flows provided by (used in) financing activities:
	Proceeds from long-term debt borrowings				270,474			35,000			214,700			—
	Repayments of long-term debt borrowings				(200,936	)		(48,633	)		(30	)		(156	)
	Dividend				(105,000	)		—			—			—
	Borrowings on ABL Facility				76,600			—			—			—
	Repayments on ABL Facility				(62,600	)		—			—			—
	Deferred financing costs incurred				(12,011	)		(4,871	)		(6,870	)		—
	Principal payments on capital leases				(7,287	)		(6,434	)		(1,079	)		(8,413	)
	Change in bank overdraft position				43			(3,499	)		805			(6,520	)
	Proceeds from issuance of common stock				—			—			100,000			—
	Transfer of cash to Former Parent				—			—			—			(15,052	)
		Net cash (used in) provided by financing activities			(40,717	)		(28,437	)		307,526			(30,141	)
Net (decrease) increase in cash and cash equivalents					(10,597	)		(3,607	)		33,926			(15,452	)
Cash and cash equivalents—beginning of period					30,319			33,926			—			23,913
Cash and cash equivalents—end of period				$	19,722		$	30,319		$	33,926		$	8,461

See notes to consolidated financial statements.

F-7

TOPS HOLDING CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. THE COMPANY, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The Company

        Tops Holding Corporation ("Holding" or "Company"), formerly known as Hank Holding Corporation, is the parent of Tops Markets, LLC ("Tops" or "Tops Markets"). Holding was incorporated on October 5, 2007 and commenced operations on December 1, 2007. Holding is owned by various funds affiliated with Morgan Stanley Private Equity, an affiliate of Morgan Stanley ("Morgan Stanley"), HSBC Private Equity Partners ("HSBC"), a minority investor and a company employee. Holding has no other business operations as its sole purpose is the ownership of Tops Markets. Tops operates as a food retailer in Upstate New York and Northern Pennsylvania under the banner Tops. As of January 2, 2010, Tops operated 71 corporate retail locations with an additional five franchise locations.

        On January 29, 2010, the Company completed the acquisition (the "Acquisition") of substantially all assets and certain liabilities of The Penn Traffic Company ("Penn Traffic") and its subsidiaries, including Penn Traffic's 79 stores. In connection with the Acquisition, the Company entered into arrangements with Penn Traffic and other parties, pursuant to which the Company has the ability to sell or liquidate certain Penn Traffic stores. As of April 14, 2010, the Company has retained 56 stores, of which 8 stores are still subject to Federal Trade Commission ("FTC") review. The remaining 23 stores have been or are under contract to be sold or liquidated (see Note 21).

        Prior to December 2, 2007, Tops was a wholly-owned indirect subsidiary of Koninklijke Ahold N.V. ("Ahold), headquartered in The Netherlands. Ahold owns and operates retail businesses in Europe and the United States. In these consolidated financial statements, the period from December 31, 2006 to December 1, 2007 is referred to as the Fiscal 2007 Predecessor Period.

        Through December 1, 2007, the Company was dependent on Ahold and its affiliated entities for financing, management, information technology and other shared services. The Company regularly engaged in transactions with and had significant amounts receivable from, and payable to, Ahold, as well as other related companies directly or indirectly owned by Ahold. Note 17, Related Party Transactions, provides a listing of such transactions and the related financial statement impact. During the Fiscal 2007 Predecessor Period, certain costs incurred by Ahold or its affiliates were allocated to Tops, including allocations for overhead, income taxes, accounts payable and accounts receivable transactions. Such allocations were based on revenues, number of stores, employee headcount or other appropriate allocation methods when not directly transacted between Tops and Ahold or a related party. The accompanying Fiscal 2007 Predecessor Period consolidated statements have been prepared from the separate records maintained by Tops and may not necessarily be indicative of the results of operations or cash flows that would have resulted had these and other transactions with related parties been consummated with unrelated parties or had Tops been a stand-alone company.

        On October 11, 2007, Holding entered into an interest purchase agreement with Ahold to purchase the membership interest of Tops. The purchase of Tops closed on December 1, 2007 (see Note 2). The accompanying historical financial statements and notes include the amounts of Holding and its wholly-owned subsidiary, Tops, and Tops' wholly-owned subsidiaries.

F-8

TOPS HOLDING CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

1. THE COMPANY, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Fiscal Year

        The Company operates on a 52/53 week fiscal year ending on the Saturday closest to December 31. The Company's fiscal years include 13 four-week reporting periods, with an additional week in the thirteenth reporting period for 53 week fiscal years. The Company's first quarter of each fiscal year includes four reporting periods, while the remaining quarters include three reporting periods. The period from December 28, 2008 to January 2, 2010 ("Fiscal 2009") includes 53 weeks. The period from December 30, 2007 to December 27, 2008 ("Fiscal 2008") includes 52 weeks. The period from December 2, 2007 to December 29, 2007 ("Fiscal 2007 Successor Period") includes four weeks. The period from December 31, 2006 to December 1, 2007 ("Fiscal 2007 Predecessor Period") includes 48 weeks.

Basis of Presentation and Principles of Consolidation

        The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP"). The consolidated financial statements include the accounts of the Company and all of its subsidiaries. All intercompany transactions have been eliminated.

        During Fiscal 2009, the Company recorded a correction of an error related to the understatement of the liability for its Supplemental Executive Retirement Plans ("SERP"). The adjustment resulted in an increase to the liability of approximately $3.2 million. The liability for the SERP was assumed on the acquisition date of Tops Markets by Holding. As such, the offsetting entry was to decrease the amount of negative goodwill (increase the Company's long-lived assets) acquired by the Company. The Company recorded additional depreciation, amortization and pension expense of $0.2 million, $0.1 million, and $0.2 million, respectively, which represents the total incremental amount of expense that should have been recorded in the Fiscal 2007 Successor Period and Fiscal 2008 had the liability been recorded correctly on the acquisition date. Further, the Company recorded a correction of an error related to the overstatement of accounts receivable and inventory related to bottle returns. The adjustment resulted in a decrease to the asset balances of $1.4 million. The offset to this entry was an increase to cost of goods sold of $1.1 million and a decrease in bottle handling income of $0.3 million, which represent the increased expense and reduced income related to Fiscal 2008. The Company evaluated the materiality of these adjustments recorded and determined that they were immaterial to all periods presented.

        The Company has evaluated all subsequent events through the release of these consolidated financial statements on April 14, 2010.

Reclassification

        Certain prior year amounts have been reclassified to conform with the current year presentation.

Adoption of the FASB Accounting Standards Codification

        In June 2009, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Codification ("ASC") Update No. 2009-01 ("ASU No. 2009-01"), "Topic 105—Generally Accepted Accounting Principles," which amends the ASC for the issuance of Statement of Financial Accounting

F-9

TOPS HOLDING CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

1. THE COMPANY, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Standards No. 168 ("SFAS No. 168"), "The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles." ASU No. 2009-01 includes SFAS No. 168 in its entirety and establishes the ASC as the source of authoritative accounting principles recognized by FASB for all nongovernmental entities in the preparation of financial statements in accordance with GAAP. For SEC registrants, rules and interpretive releases of the SEC under federal securities laws are also considered authoritative sources of GAAP. The guidance is effective for financial statements issued for interim and annual periods ending after September 15, 2009. The Company adopted the FASB ASC during the 12-week period ended October 3, 2009. The adoption had no impact on the Company's financial statements. All references to authoritative guidance have been updated to cite relevant ASC Topics, as applicable.

Use of Estimates

        The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the Company's consolidated financial statements and notes thereto. The most significant estimates used by management are related to the accounting for vendor allowances, valuation of long-lived assets, lease classification, self-insurance reserves, inventory valuation and income taxes. Actual results could differ from these estimates.

Consolidated Statements of Cash Flows Supplemental Disclosures

        Cash and cash equivalents include cash on hand and short-term investments that are highly liquid with original maturities at the date of purchase of 90 days or less. The costs of these investments are equivalent to fair market value. Outstanding checks in excess of cash balances with the same institution totaled $2.1 million at both January 2, 2010 and December 27, 2008. These amounts are recorded as a bank overdraft and classified as accounts payable in the consolidated balance sheets and as a financing activity in the consolidated statements of cash flows.

F-10

TOPS HOLDING CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

1. THE COMPANY, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

        The following table presents additional cash flow information for Fiscal 2009, Fiscal 2008, the Fiscal 2007 Successor Period and the Fiscal 2007 Predecessor Period (dollars in thousands):

		Tops Holding Corporation						Tops Markets, LLC
		Fiscal 2009 (53 weeks)		Fiscal 2008 (52 weeks)		Fiscal 2007 Successor Period (4 weeks)		Fiscal 2007 Predecessor Period (48 weeks)
Cash paid during the year for:
	Interest, net of amounts capitalized	$	37,222	$	40,912	$	1,071	$	21,056
	Income taxes		435		478		—		—
Non-cash items:
	Assets acquired under capital leases		5,759		936		—		—
	Impact of SERP liability adjustment on property and equipment		1,999		—		—		—
	Unpaid capital expenditures		2,349		5,968		—		—
	Accrued purchase price consideration (working capital adjustment)		—		—		16,700		—
	Direct acquisition costs included in accounts payable		—		—		3,011		—
	Non-cash settlement of lease financing obligations		—		—		—		36,570
	Non-cash interest expense included in accounts payable		—		—		—		7,555

Concentration of Credit Risk

        Financial instruments which potentially subject the Company to concentrations of credit risk consist principally of cash and accounts receivable. The Company maintains its cash in commercial banks insured by the Federal Deposit Insurance Corporation ("FDIC"), up to $250,000 per depositor. At times, such cash in banks exceeds the FDIC insurance limit. At January 2, 2010 and December 27, 2008, the Company had $11.4 million and $21.6 million, respectively, over the FDIC limit.

Accounts Receivable

        Accounts receivable are carried at net realizable value. Allowances are recorded, if necessary, in an amount considered by management to be sufficient to meet future losses related to the collectability of accounts receivable. The Company evaluates the collectability of its accounts receivable based on the age of the receivable and knowledge of customers' financial positions. At January 2, 2010 and December 27, 2008, the allowance for doubtful accounts was $0.4 million and $0.3 million, respectively.

Vendor Receivables

        Vendor receivables primarily represent the unpaid balance of vendor allowances (see "Vendor Allowances"). The Company evaluates the collectability of its vendor allowances based on specific vendor information and its history of collectability. At January 2, 2010 and December 27, 2008, there were nominal reserves for uncollectible vendor allowances.

F-11

TOPS HOLDING CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

1. THE COMPANY, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Fair Value of Financial Instruments

        The provisions of ASC 820, "Fair Value Measurements and Disclosures" establish a framework for measuring fair value and a hierarchy that categorizes and prioritizes the sources to be used to estimate fair value as follows:

Level 1—observable inputs such as quoted prices in active markets;

Level 2—inputs include quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability (interest rates, yield curves, etc.), and inputs that are derived principally from or corroborated by observable market data by correlation or other means (market corroborated inputs); and

Level 3—unobservable inputs that reflect the Company's determination of assumptions that market participants would use in pricing the asset or liability. These inputs are developed based on the best information available, including the Company's own data.

        The fair value of the Company's interest rate swap arrangement of $6.9 million at December 27, 2008 was valued using Level 2 inputs. The significant inputs and assumptions utilized in the determination of the fair value were as follows:

•

Notional amount of $140.0 million;

•

Variable interest to be received by the Company based upon three-month LIBOR with quarterly rate reset dates;

•

Estimated forward three-month LIBOR interest rates over the term of the arrangement ranging between 1.18% to 2.22%. These rates are determined based upon an interpolated curve using LIBOR rates, Eurodollar futures, and swap rates as of the valuation date;

•

Fixed interest rate to be paid by the Company of 4.08%; and

•

Discount factors on future cash flows ranging between 0.971 to 0.998 based upon the forward curve.

        The Company settled this interest rate swap arrangement on October 9, 2009 as discussed in Note 13.

        The carrying amount of the Company's cash and cash equivalents at January 2, 2010 represents fair value as it includes cash on deposit with commercial banks.

        The fair value of the Company's Senior Notes is based on quoted market prices. At January 2, 2010, the fair value of total debt excluding capital leases was $300.2 million, compared to a carrying value of $288.6 million. Based on market quotes and interest rates available to the Company for debt with similar terms and remaining maturities, the aggregate fair value of debt at December 27, 2008 approximated its carrying value.

F-12

TOPS HOLDING CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

1. THE COMPANY, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Inventories

        The Company values inventories at the lower of cost or market using the last-in, first-out ("LIFO") method. As of January 2, 2010 and December 27, 2008, the LIFO balance sheet reserve was approximately $7.3 million and $7.1 million, respectively. The Company's inventory balances consist primarily of finished goods. Inventory costs include the purchase price of the product and freight charges to deliver the product and are net of certain cash or non-cash consideration received from vendors (see "Vendor Allowances").

        Cost is determined using the retail method for inventories. Under the retail method, the valuation of inventories at cost, and the resulting gross margins, are determined by applying a cost-to-retail ratio for various groupings of similar items to the retail value of inventories. Inherent in the retail inventory method calculations are certain management judgments and estimates which could impact the ending inventory valuation at cost, as well as the resulting gross margins.

        Physical inventory counts are taken on a cycle basis. The Company records an estimated inventory shrinkage reserve for the period between each store's last physical inventory and the consolidated balance sheet date.

Property and Equipment

        Property and equipment is stated at historical cost or, if acquired in a business acquisition, at fair value at the acquisition date, less accumulated depreciation and impairments. Cost includes expenditures that are directly attributable to the acquisition of the item, including shipping charges and sales tax. Interest incurred during the construction period is capitalized as part of the related asset. Expenditures for betterments are capitalized, while repairs and maintenance expenditures are expensed as incurred. Depreciation is calculated on the straight-line basis over the shorter of the estimated useful lives of the assets or life of the lease. Real estate property leased under capital lease arrangements is depreciated over the term of the respective leases, or over their economic useful lives, whichever is shorter. The estimated useful lives of the principal categories of property and equipment are as follows:

Asset	Useful Lives
Land and land improvements	Indefinite
Buildings	30 - 40 years
Leasehold improvements	Lesser of 7 - 20 years or remaining lease term
Equipment	3 - 10 years
Automobiles	3 - 10 years
IT software and equipment	3 - 5 years

Long-Lived Assets

        Long-lived assets held and used by the Company are tested for recoverability whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. For purposes of evaluating the recoverability of long-lived assets, the Company compares the carrying value of the asset or asset group to the estimated, undiscounted future cash flows expected to be generated by the long-lived asset or asset group, as required by the provisions of ASC 360, "Property, Plant, and

F-13

TOPS HOLDING CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

1. THE COMPANY, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Equipment." Impairment charges are recorded as the excess of the net book value over its fair value, which is calculated using the discounted cash flows of that asset or assets. Impairment charges of $17.3 million were recorded during the Fiscal 2007 Predecessor Period and are recorded as a component of discontinued operations in the consolidated statement of operations. There were no impairment charges recorded during Fiscal 2009, Fiscal 2008 or the Fiscal 2007 Successor Period.

Intangible Assets

        The Company's intangible assets, substantially all of which were obtained in connection with the acquisition of Tops Markets, include favorable/unfavorable lease rights, tradenames, franchise agreements and customer relationships. The franchise agreements consist of two franchisees which own five stores, and the customer relationships represent a source of repeat business for the Company. The fair values of the Company's franchise agreements and customer relationships were estimated using an excess earnings income approach. The principle behind the excess earnings income approach is that the value of an intangible asset is equal to the present value of the incremental after-tax cash flows attributable to that intangible asset.

        The fair value of the tradename was estimated by utilizing the "relief from royalty" ("RFR") method. This method involves determining the present value of the economic royalty savings associated with the ownership or possession of the tradename.

        For intangible assets, the Company amortizes the assets as presented in the table below:

Asset	Useful Lives
Tradename	Indefinite
Customer relationships	8 years
Favorable/unfavorable lease rights	Remaining non-cancelable period of the lease term
Franchise agreements	11 years

Deferred Financing Costs

        The Company records deferred financing costs incurred in connection with entering into its debt obligations. These costs are capitalized and amortized to interest expense over the lives of associated debt on a straight-line basis or using the effective interest method, as appropriate.

Derivative Financial Instruments

        The Company utilizes derivative financial instruments to manage the exposure to interest rate risks. The accounting for derivatives is performed in accordance with the provisions of ASC 815, "Derivatives and Hedging" ("ASC 815"). All derivatives are carried at fair value. The Company obtains market values on a quarterly basis. The Company applies either fair value or cash flow hedge accounting when transactions meet specified criteria for hedge accounting treatment. If the derivative does not qualify for hedge accounting, the change in fair value is immediately recognized in earnings. If the derivative qualifies for hedge accounting and is designated and documented as a hedge, the gain or loss on the mark-to-market of the derivative is either recognized in income along with the change in

F-14

TOPS HOLDING CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

1. THE COMPANY, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

market value of the item being hedged for fair value hedges, or deferred in Accumulated Other Comprehensive Income ("AOCI") to the extent the hedge is effective for cash flow hedges. Cash flows paid and received on all derivative instruments are recorded in interest expense. The Company reclassifies final settlements on derivative instruments to investing activities in the consolidated statements of cash flows.

        The Company formally documents the risk management objectives and strategies for undertaking various hedge transactions and the relationships between hedging instruments and hedged items at designation of the hedge. This includes linking all derivatives that are designated as fair value or cash flow hedges to specific assets or liabilities on the balance sheet. The Company also assesses (both at the hedge's inception and on an ongoing basis) whether the derivatives that are used in hedging transactions have been highly effective in offsetting changes in the fair value or cash flow of hedged items and whether those derivatives are expected to remain highly effective in future periods. The Company uses the "hypothetical derivative method" when assessing effectiveness.

        The Company discontinues hedge accounting prospectively when (i) the Company determines that the derivative is no longer effective in offsetting changes in the fair value or cash flows of a hedged item; (ii) the derivative expires or is sold, terminated or exercised; or (iii) management determines that designating the derivative as a hedging instrument is no longer appropriate.

        In all situations in which hedge accounting is discontinued and the derivative remains outstanding, the Company carries the derivative at its fair value on the consolidated balance sheets, recognizing changes in the fair value in current-period earnings. The remaining balance in AOCI at the time the Company discontinues hedge accounting is amortized into income over the remaining life of the derivative contract.

Leases

Classification

        The Company leases buildings and equipment under operating and capital lease arrangements. In accordance with the provisions of ASC 840, "Leases" ("ASC 840"), the Company classifies its leases as capital leases when the lease agreement transfers substantially all risks and rewards of ownership to the Company. For leases determined to be capital leases, the asset and liability are recognized at an amount equal either to the fair value of the leased asset, or the present value of the minimum lease payments during the lease term, whichever is lower. Leases that do not qualify as capital leases are classified as operating leases, and the related lease payments are expensed on a straight-line basis (taking into account rent escalation clauses) over the lease term, including, as applicable, any rent free period during which the Company has the right to use the asset. For leases with renewal options where the renewal is reasonably assured, the lease term used to (i) determine the appropriate lease classification, (ii) compute periodic rental expense and (iii) depreciate leasehold improvements (unless their economic lives are shorter) includes the periods of expected renewals. Determining whether a lease is a capital or an operating lease requires judgment on various aspects that include the fair value of the leased asset, the economic life of the leased asset, whether or not to include renewal options in the lease term and determining an appropriate discount rate to calculate the present value of the minimum lease payments.

F-15

TOPS HOLDING CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

1. THE COMPANY, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Operating Leases

        Store lease agreements generally include rent holidays, rent escalation clauses and contingent rent provisions for a percentage of sales in excess of specified levels. Most of the Company's lease agreements include renewal periods at the Company's option. The Company recognizes rent holiday periods and scheduled rent increases on a straight-line basis over the lease term beginning with the date the Company takes possession of the leased space for construction and other purposes. The Company records tenant improvement allowances and rent holidays as deferred rent liabilities which are amortized over the related lease terms to rent expense. The Company records rent liabilities for contingent percentage of sales lease provisions when it is probable that the specified levels will be reached during the fiscal year.

Lease Incentives

        The Company recognizes rent starting when possession of the property is taken from the landlord, which normally includes a construction period prior to store opening. Payments made to the Company representing incentives to sign a new lease or representing reimbursements for leasehold improvements are deferred and recognized on a straight-line basis over the term of the lease as reductions to rent expense.

Build-to-Suit Arrangements

        Under the provisions of ASC 840, various forms of lessee involvement during the pre-construction or construction periods of leased property may cause the lessee to be the "accounting owner" of the asset during the construction period. Prior to its acquisition by Holding, Tops was engaged in several build-to-suit transactions that, under ASC 840, were treated as financing transactions in which the assets are presented on the consolidated balance sheet as property and equipment with a related liability recorded in obligations under leasing arrangements.

Lease Financing Obligations

        Lease financing obligations pertain to real estate transactions accounted for under the financing method as required by the provisions of ASC 840. The Company enters into sale-leaseback arrangements, whereby the Company sells certain of its properties and simultaneously leases them back from the purchaser. In most sale-leaseback arrangements, the Company maintains a form of continuing involvement in the property, such as fixed price renewal options and responsibility for cost overruns. In such situations, the transaction generally does not qualify for sale and leaseback accounting in accordance with the provisions of ASC 840, rather is accounted for as a financing transaction. The carrying value of the asset remains on the consolidated balance sheet and the sale proceeds are recorded as a financing obligation. The financing obligation is amortized over the lease term, using either the effective interest rate or the Company's cost of debt, whichever is higher. Once the Company's continuing involvement ends, the sale is accounted for under the sale and leaseback criteria described above.

F-16

TOPS HOLDING CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

1. THE COMPANY, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Rental Income

        For certain properties, the Company subleases either a portion or all of the property. The sublease income of the properties is recognized as rental income. In certain cases, the Company subleases store locations to third parties. Rental income was approximately $3.4 million, $3.0 million, $0.2 million and $5.8 million for Fiscal 2009, Fiscal 2008, the Fiscal 2007 Successor Period and the Fiscal 2007 Predecessor Period, respectively, and is recorded as an offset to rent expense in the consolidated statements of operations.

Asset Retirement Obligations

        Asset retirement obligations ("AROs") are legal obligations associated with the retirement of long-lived assets (i.e. gas tank removal and removal of store equipment at store closure). These liabilities are initially recorded at fair value and the related asset retirement costs are capitalized by increasing the carrying amount of the related assets by the same amount as the liability in accordance with the provisions of ASC 410, "Asset Retirement and Environmental Obligations." Asset retirement costs are subsequently depreciated over the useful lives of the related assets. Subsequent to initial recognition, the Company records changes in the ARO liability resulting from the passage of time and revisions to either the timing or the amount of the original estimate of undiscounted cash flows. The Company derecognizes ARO liabilities when the related obligations are settled. The ARO liabilities recognized at January 2, 2010 and December 27, 2008 were $1.7 million and $1.5 million, respectively. Accretion expense attributable to ARO liabilities was $0.2 million, $0.1 million, $0.1 million and $0.2 million during Fiscal 2009, Fiscal 2008, the Fiscal 2007 Successor Period and the Fiscal 2007 Predecessor Period, respectively (see Note 19).

Guarantees

        The Company has been party to a variety of contractual agreements under which it may be obligated to indemnify the other party for certain matters. Additionally, the Company guarantees certain other contractual arrangements. Under these agreements, the Company may provide certain routine indemnifications relating to representations and warranties (i.e., ownership of assets and environmental or tax indemnifications). The terms of these indemnifications range in duration and may not be explicitly defined.

        The Company has applied the provisions of ASC 460, "Guarantees," to its agreements that contain guarantee or indemnification clauses. These provisions require the Company to recognize and disclose certain types of guarantees, even if the likelihood of requiring the Company's performance is remote.

        Historically, the Company has not been required to make payments related to its agreements that contain guarantee or indemnification clauses.

        Any guarantees related to operations not acquired by Holding were retained by Ahold.

F-17

TOPS HOLDING CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

1. THE COMPANY, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Restructuring Provisions

        Lease termination liabilities and severance costs relating to restructuring provisions are recorded in accordance with the provisions of ASC 420, "Exit or Disposal Cost Obligations" ("ASC 420") and ASC 712, "Compensation—Nonretirement Postemployment Benefits." One time termination costs are measured initially at the communication date unless employees are required to stay beyond the minimum retention period; in which case, costs are recognized ratably over the employees' future service period given the nature of the Company's restructuring activities.

        Application of the provisions of ASC 420 requires the recognition of provisions for contract termination costs at the "cease use date." The Company estimates the cost of exiting and terminating facilities' leases by referring to the contractual terms of the agreements and by evaluating the current real estate market conditions.

        During the Fiscal 2007 Predecessor Period, the Company recognized a total of $15.7 million of restructuring charges. This amount has been recorded in discontinued operations in the consolidated statement of operations. The reserve related to such restructuring activities was retained by Ahold (see Note 9).

Insurance Programs

        We are insured by a third party carrier, subject to certain deductibles ranging from approximately $0.3 million to $1.0 million. The Company maintains an insurance program covering primarily fleet, general liability, workers' compensation and other executory insurance policies. The Company accrues an estimated liability for its insurance programs based on known claims and past claims history. These accruals are included in accrued expenses and other current liabilities and other long-term liabilities in the Company's consolidated balance sheets.

Employee Benefits

        The Company accounts for its participation in a multiemployer plan by recognizing as net pension cost the required contribution for the period and recognizing as a liability any contributions due and unpaid (see Note 18).

Revenue Recognition

        The Company generates and recognizes revenue at the point of sale in its stores, net of sales tax. Discounts, earned by customers through agreements or by using their bonus or loyalty cards, are recorded by the Company as a reduction of revenue as they are earned by the customer. Franchise revenue consists of net revenue on wholesale sales to franchisees and income from franchise fees and administrative fees. Franchise revenues were approximately $4.6 million, $4.6 million, $0.4 million and $3.5 million for Fiscal 2009, Fiscal 2008, the Fiscal 2007 Successor Period and the Fiscal 2007 Predecessor Period, respectively, and are included in net sales in the consolidated statements of operations.

        Generally, sales are recorded on a gross basis in accordance with the provisions of ASC 605, "Revenue Recognition" ("ASC 605"). However, for certain products or services such as the sales of lottery tickets, third-party prepaid phone cards, third-party gift cards, stamps and public transportation

F-18

TOPS HOLDING CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

1. THE COMPANY, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

tickets, the Company acts as an agent and consequently records the amount of the net margin or commission in net sales in the consolidated statements of operations.

        The Company records a deferred revenue liability when it sells gift cards, recording a sale when a customer redeems the gift card. These gift cards do not expire. During Fiscal 2008, the Company completed an analysis of the historical redemption patterns of gift cards. As a result of this analysis, the Company has determined that the likelihood of redemption after two years is remote. Therefore, the Company reduces the liability and recognizes "breakage" income for the unused portion of gift cards after two years. The Company recognized pre-tax gift card breakage income of approximately $0.1 million and $1.2 million during Fiscal 2009 and Fiscal 2008, respectively.

Cost of Goods Sold and Distribution Costs

        Cost of goods sold and distribution costs includes the purchase price of products sold and other costs incurred in bringing the inventories to the location and condition ready for sale. These costs include costs of purchasing, storing and transporting the products to the extent it relates to bringing the inventories to the location and condition ready for sale. In accordance with the provisions of ASC 605, cash consideration received from vendors is recognized as a reduction of cost of goods sold. During Fiscal 2009, Fiscal 2008, the Fiscal 2007 Successor Period and the Fiscal 2007 Predecessor Period, approximately $2.9 million, $2.5 million, $0.2 million and $2.4 million of depreciation expense is included in distribution costs, respectively.

Vendor Allowances

        The Company receives allowances from many of the vendors whose products the Company buys for resale in its stores. Allowances are received for a variety of merchandising activities, which consist of the inclusion of vendor products in the Company's advertising, placement of vendor products in prominent locations in the Company's stores, introduction of new products, exclusivity rights in certain categories of products and temporary price reductions offered to customers on products held for sale. The Company also receives vendor funds associated with buying activities such as volume purchase rebates and rebates for purchases made during specific periods.

        The Company records a receivable for vendor allowances for which it has fulfilled its contractual commitments but has not received payment from the vendor. When payment for vendor allowances is received prior to fulfillment of contractual terms or before the programs necessary to earn such allowances are initiated, the Company records such amounts as deferred income or vendor funds received in advance, respectively, which are classified within accrued expenses and other current liabilities and other long-term liabilities in the consolidated balance sheets. Once all contractual commitments have been met, the Company records vendor allowances as a reduction of the cost of inventory. Accordingly, when the inventory is sold, the vendor allowances are recognized as a reduction of the cost of goods sold.

        The amount of vendor allowances reducing the Company's inventory ("inventory offset") as of January 2, 2010 and December 27, 2008 was $1.5 million and $2.1 million, respectively.

F-19

TOPS HOLDING CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

1. THE COMPANY, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Selling, General and Administrative Expenses

        Selling, general and administrative expenses consist of repairs and maintenance charges, utilities, supplies, charges for services performed by outside vendors, real estate taxes, insurance, bank and credit card fees, legal settlements, salaries and wages of support office employees, rent and depreciation of support offices and other general and administrative expenses. Selling, general and administrative expenses includes approximately $9.4 million, $2.3 million, $0.3 million and $1.7 million of depreciation expense for Fiscal 2009, Fiscal 2008, the Fiscal 2007 Successor Period and the Fiscal 2007 Predecessor Period, respectively.

        Effective October 27, 2009, following the $105.0 million dividend payment (see Note 16), the Company awarded bonuses to the holders of outstanding stock options of $450 per share. The bonus payments are expected to total $3.4 million and are payable 33% per year commencing on the third anniversary of the stock options grant dates. The Company has recorded $1.2 million of expense related to these bonuses in administrative expenses in the consolidated statement of operations for Fiscal 2009.

        Included in administrative expenses for Fiscal 2008 is a $2.1 million gain on legal settlement as described in Note 19.

        Effective December 1, 2007, in connection with Holding's acquisition of Tops, a Transition Services Agreement ("TSA") was entered into with Ahold to provide support services for finance, human resources, legal, retail operations, information technology, sales and marketing, tax and accounting processing. Substantially all services under the TSA ceased during the 16-week period ended April 19, 2009. The Company recognized expense of $4.8 million, $33.6 million, and $2.9 million under the TSA during Fiscal 2009, Fiscal 2008 and the Fiscal 2007 Successor Period, respectively.

Advertising

        Advertising includes newspaper inserts, direct mail and radio commercials, as well as expenses of the Company's advertising department. The Company recognizes advertising expenses as incurred.

Income Taxes—Fiscal 2007 Predecessor Period

        Prior to December 1, 2007, Tops Markets was a member of the Ahold US group that filed a consolidated tax return in the U.S.

        In accordance with the provisions of ASC 740, "Income Taxes" ("ASC 740"), during the Fiscal 2007 Predecessor Period, the Company elected the "Parent Company Down" approach for the purpose of allocating the income tax benefit, net deferred tax assets and valuation allowance. This approach required a systematic and rational allocation that was representative of the relationship of the member, Tops, to the consolidated Ahold US group, the entity filing the tax return.

        Net deferred tax assets and the related valuation allowances were allocated based on the ratio of temporary differences generated by Tops to the consolidated Ahold US group's temporary differences, excluding net operating losses, and were not necessarily indicative of what the net deferred tax assets may have been on a stand-alone basis. Deferred tax assets were evaluated for realization at the consolidated return group level. Significant temporary differences were generated by book to tax differences in depreciation, LIFO, pension and capital leases.

F-20

TOPS HOLDING CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

1. THE COMPANY, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

        The income tax benefit for both continuing and discontinued operations was calculated by multiplying the loss before income taxes, plus applicable permanent differences, by the effective tax rate of 40.6%. The effective tax rate differs from the US statutory rate as a result of state tax effects.

        All tax attributes resulting in deferred tax assets and liabilities related to the Fiscal 2007 Predecessor Period were retained by Ahold (see Note 2).

Income Taxes—Fiscal 2009, Fiscal 2008 and the Fiscal 2007 Successor Period

        Tops Markets, LLC is a single member LLC whose operations are included in the Holding tax return, as Tops Markets, LLC is a disregarded entity for income tax purposes. The Company accounts for income taxes using the liability method in accordance with ASC 740. Under this method, deferred tax assets and liabilities are determined based upon differences between the financial reporting and the tax basis of assets and liabilities, including net operating loss ("NOL") carry forwards and are measured using the enacted tax rates expected to apply to taxable income in the periods in which the deferred tax assets or liabilities are expected to be realized or settled. Beginning in the Fiscal 2007 Successor Period, the Company adopted the provisions of ASC 740 to assess and record income tax uncertainties. In relation to recording the provision for income taxes, management must estimate the future tax rates applicable to the reversal of temporary differences, make certain assumptions regarding whether book/tax differences are permanent or temporary and if temporary, the related timing of expected reversal. Also, estimates are made as to whether taxable income in future periods will be sufficient to fully recognize any gross deferred tax assets. If recovery is not likely, the Company must increase its provision for taxes by recording a valuation allowance against the deferred tax assets that the Company estimates will not ultimately be recoverable. Alternatively, the Company may make estimates about the potential usage of deferred tax assets that decrease its valuation allowances. The calculation of the Company's tax liabilities involves dealing with uncertainties in the application of complex tax regulations. Significant judgment is required in evaluating the Company's tax positions and determining its provision for income taxes. During the ordinary course of business, there are many transactions and calculations for which the ultimate tax determination is uncertain. The Company establishes reserves for uncertain tax positions when it believes that certain tax positions do not meet the more likely than not threshold. The Company adjusts these reserves in light of changing facts and circumstances, such as the outcome of a tax audit or the lapse of the statute of limitations. The provision for income taxes includes the impact of reserve provisions and changes to the reserves that are considered appropriate.

Discontinued Operations

        For disposal groups classified as discontinued operations, the results of operations that are directly attributable to the discontinued operation are reclassified from their historical presentation to discontinued operations, net of taxes, in the consolidated statements of operations (see Note 5). In connection with Holding's acquisition of the Company, the discontinued operations were retained by Ahold. There were no discontinued operations subsequent to the 2007 Predecessor Period.

F-21

TOPS HOLDING CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

1. THE COMPANY, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Stock-Based Compensation

        The Company applies the Black-Scholes valuation model at the date of grant to determine the fair value of stock options granted to participants. The fair value of stock options are then amortized on a straight-line basis to compensation expense over the applicable vesting period, which is generally between three and five years. Compensation expense is recognized only for those options expected to vest, with forfeiture estimates based on the Company's historical experience and future expectations. The Company's outstanding stock options represent non-qualified stock options for income tax purposes. As such, the stock option grants result in the creation of a deferred tax asset until the time that such stock option is exercised.

Other Comprehensive (Loss) Income

        For Fiscal 2009, comprehensive loss includes amortization to interest expense of $2.8 million, net of tax, of amounts previously recognized in accumulated other comprehensive loss related to the Company's interest rate swap (see Note 13). For Fiscal 2008, comprehensive loss includes $(2.7) million, net of tax, related to the change in the fair value of the interest rate swap through November 16, 2008, partially offset by amortization to interest expense of $0.3 million, net of tax, of amounts previously recognized in accumulated other comprehensive loss related to the interest rate swap. For the Fiscal 2007 Successor Period, comprehensive income includes $(0.4) million, net of tax, related to the change in the fair value of the interest rate swap. For the Fiscal 2007 Predecessor Period, comprehensive loss includes an adjustment for pension liability of $0.5 million, net of tax.

Recently Issued Accounting Pronouncements

        In June 2009, the FASB amended its existing standards to change how a company determines when an entity that is insufficiently capitalized or is not controlled through voting (or similar rights) should be consolidated. The new standards will become effective for the Company's fiscal year beginning January 3, 2010. While the Company is still finalizing its evaluation of the impact of these amended standards, the Company believes these new standards will not have a material impact on its consolidated financial statements.

        In January 2010, the FASB issued guidance which amends and clarifies existing guidance related to fair value measurements and disclosures. This guidance requires new disclosures for (1) transfers in and out of Level 1 and Level 2 and reasons for such transfers; and (2) the separate presentation of purchases, sales, issuances and settlement in the Level 3 reconciliation. It also clarifies guidance around disaggregation and disclosures of inputs and valuation techniques for Level 2 and Level 3 fair value measurements. This guidance is effective for the Company for the 16-week period ended April 24, 2010, except for the new disclosures in the Level 3 reconciliation. The Level 3 disclosures are effective for the Company for the 16-week period ended April 23, 2011. The Company does not expect that this guidance will have a material impact on its consolidated financial statements.

        There are no other recent accounting pronouncements that have had or are expected to have a material impact on the Company's consolidated financial statements as of the date of this report.

F-22

TOPS HOLDING CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

1. THE COMPANY, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Segments

        The Company operates 71 corporate retail supermarkets with an additional five franchise supermarkets, which offer grocery, produce, frozen, dairy, meat, floral, seafood, health and beauty care, general merchandise, deli and bakery goods. Across all 71 retail supermarkets, the Company operates one store format where each supermarket offers the same general mix of products with similar pricing to similar categories of customers. The Company has concluded that each individual supermarket is an operating segment. As of January 2, 2010, 61 of the supermarkets offer pharmacy services and 31 fuel centers were in operation. The Company's retail operations, which represent substantially all of the Company's consolidated sales, earnings and total assets, are its only reportable segment.

        These 71 operating segments have been aggregated into one reportable segment because, in the Company's judgment, the operating segments have similar historical economic characteristics and are expected to have similar economic characteristics and long-term financial performance in the future. The principal measures and factors we considered in determining whether the economic characteristics are similar are gross margin percentage, capital expenditures, competitive risks and employee labor agreements. In addition, each operating segment has similar products and types of customers, similar methods of distribution and a similar regulatory environment.

        The following table presents sales revenue by type of similar product (dollars in thousands):

	Tops Holding Corporation															Tops Markets, LLC
	Fiscal 2009 (53 weeks)		% of Total			Fiscal 2008 (52 weeks)		% of Total			Fiscal 2007 Successor Period (4 weeks)		% of Total			Fiscal 2007 Predecessor Period (48 weeks)		% of Total
Non-perishables(1)	$	966,297		57.0	%	$	944,126		55.5	%	$	78,213		57.2	%	$	855,019		56.0	%
Perishables(2)		438,607		25.9	%		425,224		25.0	%		34,613		25.3	%		389,154		25.5	%
Pharmacy		160,868		9.5	%		158,929		9.4	%		12,295		9.0	%		151,275		9.9	%
Fuel		116,160		6.9	%		158,178		9.3	%		10,732		7.8	%		119,966		7.9	%
Other(3)		13,676		0.7	%		13,775		0.8	%		958		0.7	%		11,346		0.7	%
	$	1,695,608		100.0	%	$	1,700,232		100.0	%	$	136,811		100.0	%	$	1,526,760		100.0	%

(1)

Non-perishables consist of grocery, dairy, frozen, general merchandise, health and beauty care and other non-perishable related products.

(2)

Perishables consist of produce, meat, seafood, bakery, deli, floral, prepared foods and other perishable related products.

(3)

Other primarily consists of franchise income and service commission income, such as lottery, money orders and money transfers.

F-23

TOPS HOLDING CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

2. PURCHASE OF TOPS MARKETS, LLC

        On October 11, 2007, Holding entered into an interest purchase agreement with Ahold to purchase the membership interest of Tops. The purchase of Tops closed on December 1, 2007.

        In the course of acquiring Tops, Holding acquired the working capital, rights, licenses, leases, intellectual property, books, records, manuals and employees. Holding acquired all of the above assets for a total purchase price (excluding assumed debt) of $326.6 million, which included $16.7 million due to Ahold. The $16.7 million represented a working capital settlement paid to the seller pursuant to the purchase agreement and was paid in Fiscal 2008. The purchase price of $326.6 million included approximately $7.6 million of acquisition costs. All assets and liabilities not acquired by Holding were retained by Ahold. In total, net liabilities of $229.6 million were retained by Ahold. As the values of certain assets and liabilities were preliminary in nature, such values were adjusted during Fiscal 2008 and Fiscal 2009 as additional information was obtained, resulting in the purchase price adjustment of $1.4 million. Including the purchase price adjustment, the final purchase price totaled $328.0 million.

        Based upon the fair value of assets acquired and liabilities assumed compared to the total purchase price, there was an excess of fair value of net assets acquired over the purchase price, or "negative goodwill." Pursuant to the provisions of FASB Statement of Financial Accounting Standards No. 141, "Business Combinations," the excess was allocated on a pro-rata basis to the acquired property and equipment and identifiable intangible assets.

        The fair values of intangible assets were primarily determined using the income approach which, for the tradename, was based on the present value of the economic royalty savings associated with the tradename and revenue projections attributed to the tradename, for the franchise agreements and customer relationships was based on an excess earnings approach which is equal to the present value of incremental after-tax cash flows. The net cash flows were then discounted using a discount rate of 17%. The amortization period is 11 years and 8 years for franchise agreements and customer relationships, respectively. Franchise agreements are being amortized on a straight-line basis, while the customer relationships are being amortized on an accelerated basis based upon the level of expected attrition. The tradename was deemed to have an indefinite life and is not being amortized.

F-24

TOPS HOLDING CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

2. PURCHASE OF TOPS MARKETS, LLC (Continued)

        The following table summarizes the allocation of the purchase price to the assets acquired and liabilities assumed as of the acquisition date (dollars in thousands):

Assets acquired:
	Cash and cash equivalents		$	8,461
	Other current assets			104,957
	Property and equipment			367,174
	Tradename			41,011
	Customer relationships			26,051
	Favorable / unfavorable lease rights			14,369
	Franchise agreements			11,538
	Other assets			118
		Total assets acquired		573,679
Liabilities assumed:
	Current liabilities			(38,067	)
	Obligations under leasing arrangements			(192,362	)
	Long-term debt			(4,457	)
	Other long-term liabilities			(10,745	)
		Total liabilities assumed		(245,631	)
Purchase price			$	328,048

        The following table summarizes the Company's unaudited pro forma operating results for the Fiscal 2007 Predecessor Period (dollars in thousands):

	Fiscal 2007 Predecessor Period
Net sales	$	1,517,734
Operating loss		(3,635	)
Net loss		(25,380	)

        This pro forma financial information is not intended to represent or be indicative of what would have occurred if the acquisition had taken place prior to the Fiscal 2007 Predecessor Period and should not be taken as representative of the Company's future consolidated results of operations. This financial information includes pro forma results to give effect to the acquisition and related financing transactions as if they had occurred on December 30, 2006. This pro forma information does not include the results of operations related to one supermarket that was not acquired from Ahold by Holding.

F-25

TOPS HOLDING CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

3. ACCOUNTS RECEIVABLE, NET

        Accounts receivable, net of allowance for doubtful accounts, is comprised of the following (dollars in thousands):

	January 2, 2010			December 27, 2008
Vendor receivables	$	25,362		$	15,662
Credit and debit card receivables		9,693			4,606
Pharmacy receivables		8,338			10,134
Other receivables		6,454			9,911
Allowance for doubtful accounts		(390	)		(267	)
Total accounts receivable, net	$	49,457		$	40,046

4. PREPAID EXPENSES

        Prepaid expenses are comprised of the following (dollars in thousands):

	January 2, 2010		December 27, 2008
Rent	$	3,960	$	4,377
Real estate taxes		2,830		2,955
Insurance		2,546		382
Software maintenance contracts		2,060		318
Other		2,139		986
Total prepaid expenses	$	13,535	$	9,018

5. DISCONTINUED OPERATIONS

        Prior to December 31, 2006, Ahold approved a plan to divest all of its stores in Northeast Ohio ("NEO") (see Note 9). This decision was made as part of Ahold's strategic business review of underperforming assets. During the Fiscal 2007 Predecessor Period, Ahold sold three NEO stores. The remaining stores were retained by Ahold in connection with the sale of the Company to Holding on December 1, 2007.

        During the Fiscal 2007 Predecessor Period, there were no sales in the discontinued operations as all stores were closed prior to the beginning of the period. The loss from discontinued operations includes pre-tax impairment charges of approximately $17.3 million.

        The loss from operations, net of taxes, for NEO, accounted for as discontinued operations, was as follows (dollars in thousands):

	Fiscal 2007 Predecessor Period (48 weeks)
Loss before income tax benefit	$	(33,000	)
Income tax benefit		13,414
Total discontinued operations	$	(19,586	)

F-26

TOPS HOLDING CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

6. PROPERTY AND EQUIPMENT, NET

        Property and equipment is comprised of the following (dollars in thousands):

	January 2, 2010			December 27, 2008
Land	$	6,651		$	6,675
Land improvements		3,541			3,482
Buildings		38,178			37,908
Leasehold improvements		52,058			42,639
Equipment		108,835			92,158
IT software and equipment		33,046			33,624
Total at cost		242,309			216,486
Accumulated depreciation		(77,925	)		(35,456	)
		164,384			181,030
Property, equipment and automobiles under capital leases, net of accumulated depreciation		169,032			178,130
Property and equipment, net	$	333,416		$	359,160

        Included in property and equipment are the following assets under capital leases (dollars in thousands):

		January 2, 2010			December 27, 2008
Land		$	48,517		$	48,517
Buildings			141,724			142,260
Equipment			5,675			911
Automobiles			1,333			854
	Total at cost		197,249			192,542
Accumulated depreciation			(28,217	)		(14,412	)
Capital lease assets, net		$	169,032		$	178,130

        Depreciation expense was approximately $57.7 million, $47.4 million, $2.4 million and $41.4 million for Fiscal 2009, Fiscal 2008, the Fiscal 2007 Successor Period and the Fiscal 2007 Predecessor Period, respectively. Depreciation expense includes $13.8 million, $13.5 million, $1.0 million and $11.0 million related to assets under capital leases for Fiscal 2009, Fiscal 2008, the Fiscal 2007 Successor Period and the Fiscal 2007 Predecessor Period, respectively.

F-27

TOPS HOLDING CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

7. INTANGIBLE ASSETS, NET

        Intangible assets, net of accumulated amortization, are comprised of the following (dollars in thousands):

January 2, 2010	Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount		Weighted Average Amortization Period
Tradename	$	41,011	$	—		$	41,011	Indefinite life
Customer relationships		26,051		(9,880	)		16,171	8.0
Favorable/unfavorable lease rights		14,369		(4,800	)		9,569	9.3
Franchise agreements		11,538		(2,196	)		9,342	11.0
Other		407		(144	)		263	4.0
	$	93,376	$	(17,020	)	$	76,356	9.0

December 27, 2008	Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount
Tradename	$	40,556	$	—		$	40,556
Customer relationships		25,761		(5,847	)		19,914
Favorable/unfavorable lease rights		14,211		(2,416	)		11,795
Franchise agreements		11,410		(1,117	)		10,293
Other		407		(53	)		354
	$	92,345	$	(9,433	)	$	82,912

        The changes in the gross carrying amounts of intangible assets as of January 2, 2010, as compared to December 27, 2008, resulted from the correction of the error described in Note 1.

        Indefinite-lived intangible assets are reviewed for impairment annually or more frequently if impairment indicators arise. Based on the Company's assessment, no impairment indicators were present during Fiscal 2009 or Fiscal 2008.

        Amortization expense was approximately $7.6 million, $8.1 million, $1.4 million and $1.0 million in Fiscal 2009, Fiscal 2008, the Fiscal 2007 Successor Period and the Fiscal 2007 Predecessor Period, respectively, and is included in depreciation and amortization expense in the consolidated statements of operations.

        As of January 2, 2010, expected future amortization of intangible assets is as follows (dollars in thousands):

2010	$	8,384
2011		6,487
2012		4,966
2013		4,221
2014		3,621
Thereafter		7,666

F-28

TOPS HOLDING CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

8. OTHER ASSETS

        On November 17, 2008, the Company entered into an Amended and Restated First Lien Credit Agreement ("New First Lien Credit Agreement") in which $7.7 million of associated deferred financing costs were capitalized. Also on November 17, 2008, the Company entered into the Warehouse Mortgage, simultaneously paying off the full balance of the Second Lien term loan commitment under the Company's Credit Facility (see Note 12). As a result, unamortized deferred financing costs of $2.2 million associated with the Second Lien term loan were expensed and reported as a loss on debt extinguishment in the Fiscal 2008 consolidated statement of operations. Costs associated with the Warehouse Mortgage of $0.6 million were capitalized and were being amortized over the term of the agreement using the effective interest method.

        Effective October 9, 2009, the Company issued $275.0 million of 10.125% Senior Secured Notes (the "Senior Notes") due in 2015, and entered into an asset based lending facility (the "ABL Facility") (see Note 12). The proceeds from the Senior Notes and ABL Facility were used in part to repay the outstanding balances on the Warehouse Mortgage and the New First Lien Credit Agreement. As a result, unamortized deferred financing costs of $7.0 million associated with the Warehouse Mortgage and New First Lien Credit Agreement were written off and reported as a loss on debt extinguishment in the Fiscal 2009 consolidated statement of operations. Costs associated with the Senior Notes of $9.9 million were capitalized and are being amortized over the term of the agreement using the effective interest method. Costs associated with the ABL Facility of $1.8 million were capitalized and are being amortized on a straight-line basis over the term of the agreement.

        Amortization of deferred financing costs is included in interest expense in the consolidated statements of operations and amounted to $1.6 million, $1.2 million and $0.1 million in Fiscal 2009, Fiscal 2008 and the Fiscal 2007 Successor Period, respectively. Amortization of deferred financing costs in the Fiscal 2007 Predecessor Period was nominal. At January 2, 2010, other assets include deferred financing costs, net of accumulated amortization of $0.4 million, totaling $11.3 million. At December 27, 2008, other assets include deferred financing costs, net of accumulated amortization of $1.3 million, totaling $8.2 million.

9. RESTRUCTURING CHARGES

        Prior to December 31, 2006, in connection with Tops' plan to divest all of its NEO stores, it recorded a restructuring charge. During the Fiscal 2007 Predecessor Period, additional charges incurred in connection with the restructuring of NEO are included in discontinued operations. All restructuring reserves immediately prior to the acquisition by Holding were retained by Ahold.

        The following table summarized the changes in these reserves (dollars in thousands).

		Severance and Related Costs			Pension Costs			Store- Closing Costs			Total
Balance—December 31, 2006		$	1,559		$	41,930		$	30,537		$	74,026
	Additions		—			—			15,700			15,700
	Payments and usage—net of accretion		(1,559	)		(20,469	)		(12,737	)		(34,765	)
	Transfer of reserve to Ahold on December 1, 2007		—			(21,461	)		(33,500	)		(54,961	)
Balance—December 29, 2007		$	—		$	—		$	—		$	—

F-29

TOPS HOLDING CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

10. ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

        Accrued expenses and other current liabilities are comprised of the following (dollars in thousands):

	January 2, 2010		December 27, 2008
Wages, taxes and benefits	$	15,813	$	16,705
Lottery		7,565		7,465
Interest payable		6,936		1,358
Vacation		4,873		12,400
Money orders		4,855		2,680
Gift cards		3,685		5,290
Union medical, pension and 401(k)		3,029		2,214
Utilities		2,378		2,478
Property and equipment expenditures		2,349		4,258
Financed insurance policies		2,220		—
Self-insurance reserves		1,406		936
Sales and use tax		1,117		405
Repairs and maintenance		984		1,169
Real estate taxes		901		661
Retirement obligations		879		675
Advertising		874		1,143
Other		8,470		6,213
	$	68,334	$	66,050

11. LEASES

        The Company has a number of leases in effect for store properties and equipment. The initial lease terms generally range up to twenty-five years and will expire at various times through 2026, with options to renew for additional periods. The majority of the store leases provide for base rental, plus real estate taxes, insurance, common area maintenance and other operating expenses applicable to the leased premises. Some leases contain escalation clauses for future rents and contingent rents based on sales volumes.

F-30

TOPS HOLDING CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

11. LEASES (Continued)

        As of January 2, 2010, future minimum lease rental payments applicable to non-cancelable capital and operating leases, and expected minimum sublease rental income, were as follows (dollars in thousands):

		Capital Leases			Operating Leases		Future Expected Sub-lease Income
2010		$	28,962		$	17,509	$	3,824
2011			29,125			16,650		3,530
2012			28,954			16,022		3,376
2013			27,638			13,276		2,306
2014			25,647			8,243		774
Thereafter			176,300			27,077		1,409
	Total minimum lease payments		316,626		$	98,777	$	15,219
Less amounts representing interest			(133,100	)
	Present value of net minimum lease payments		183,526
Less current obligations			(8,186	)
Long-term obligations		$	175,340

        The Company incurred rental expense related to operating leases of $17.1 million, $16.1 million, $1.0 million and $10.2 million, net of sublease rental income of $3.2 million, $3.0 million, $0.2 million and $2.7 million during Fiscal 2009, Fiscal 2008, the Fiscal 2007 Successor Period and the Fiscal 2007 Predecessor Period, respectively. In addition, the Company incurred rental expense related to equipment and office rent recorded in selling, general and administrative expenses of approximately $2.3 million, $1.7 million, $0.1 million and $1.6 million during Fiscal 2009, Fiscal 2008, the Fiscal 2007 Successor Period and the Fiscal 2007 Predecessor Period, respectively.

12. DEBT

        Long-term debt is comprised of the following (dollars in thousands):

		January 2, 2010			December 27, 2008
Senior Secured Notes		$	275,000		$	—
Discount on Senior Secured Notes			(4,399	)		—
ABL Facility			14,000			—
Other loans			2,565			2,853
Other mortgage note payable			1,390			1,587
First lien credit loan			—			166,445
Warehouse mortgage note payable			—			34,806
	Total debt		288,556			205,691
Current portion			(362	)		(4,476	)
	Total long-term debt	$	288,194		$	201,215

F-31

TOPS HOLDING CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

12. DEBT (Continued)

        In connection with the purchase of Tops on December 1, 2007, Holding and Tops entered into a First Lien Credit Agreement and a Second Lien Credit Agreement (collectively referred to as the "Credit Facility") with HSBC Bank USA, National Association, an affiliate of an owner of Holding. The First Lien Credit Agreement included a term loan commitment of $167.7 million and a revolving loan commitment of $50.0 million. The Second Lien Credit Agreement included a term loan commitment of $47.0 million. The proceeds from the Credit Facility were used to pay for the purchase of Tops by Holding, to pay costs, fees and expenses associated with the acquisition and provide additional working capital.

        Effective November 17, 2008, the Company entered into a $35.0 million mortgage agreement ("Warehouse Mortgage") with Bank of America, N.A., collateralized by the Company's warehouse and distribution facility. The proceeds of the Warehouse Mortgage, along with $12.0 million of cash, were used to pay off the $47.0 million outstanding principal balance under the Second Lien Credit Agreement. As a result, unamortized deferred financing costs of $2.2 million associated with the Second Lien Credit Agreement were expensed and reported as a loss on debt extinguishment in the Fiscal 2008 consolidated statement of operations. The original principal amount of the Warehouse Mortgage was payable in equal consecutive monthly installments of approximately $0.2 million. Interest on the remaining outstanding balance was at LIBOR plus two hundred basis points (3.25%), payable monthly. The remaining unpaid balance of this loan was payable on March 31, 2015.

        Also effective November 17, 2008, the Company entered into the New First Lien Credit Agreement. The New First Lien Credit Agreement increased the interest on the remaining outstanding principal balance to LIBOR (or a minimum of 3% through January 2, 2010) plus four hundred and fifty basis points, as well as modified the financial covenant requirements (see succeeding discussion). The principal balance of the New First Lien Credit Agreement term loan was payable in equal consecutive quarterly installments at a rate of one quarter of one percent of the remaining outstanding principal balance. The remaining unpaid balance of this loan was payable on November 30, 2014. The New First Lien Credit Agreement was collateralized by substantially all of the assets of the Company other than the collateral securing the Warehouse Mortgage. In connection with the New First Lien Credit Agreement, the interest rate on the revolver was increased by fifty basis points to either the Prime Rate plus three hundred and fifty basis points, or LIBOR plus four hundred and fifty basis points, depending on how the revolver was drawn upon. The outstanding principal balance of the revolver was payable based upon the terms of the agreement, or at maturity, with interest payable quarterly. The revolver was scheduled to expire on December 1, 2012. The availability under the revolver was $43.4 million at December 27, 2008. Within the revolver commitment, there was a sub-commitment of $35.0 million for letters of credit, of which there were $6.6 million outstanding at December 27, 2008. In addition, swingline options existed within the revolver that allowed the Company to execute same-day borrowings at the ABR rate.

        Under the New First Lien Credit Agreement and Warehouse Mortgage, the Company was subject to certain covenants including, without limitation, those limiting Holding and its subsidiaries' ability to incur indebtedness, incur liens, sell or acquire assets or businesses, dispose of owned properties, pay dividends, make certain investments, engage in transactions with affiliates, enter into sale-leaseback transactions, alter the method of determining fiscal periods, change the nature of its business, enter into any hedge agreements, issue cash-pay preferred stock and incur capital expenditures in excess of $55.0 million in any fiscal year. In addition, the Company was required to maintain certain financial

F-32

TOPS HOLDING CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

12. DEBT (Continued)

ratios, including a maximum consolidated leverage ratio and a minimum consolidated net interest coverage ratio. As of December 27, 2008, the Company was in compliance with all such covenants.

        Under the New First Lien Credit Agreement, the Company was required to make mandatory prepayments of principal (a) annually in an amount equal to either 50% or 75% of Excess Cash Flow ("ECF") depending upon the Company's consolidated total leverage ratio, (b) in an amount equal to 100% of the net proceeds from certain dispositions of assets, (c) in an amount equal to 100% of the net proceeds from any subsequent issuance of debt, and (d) in an amount equal to 50% of the net proceeds from any subsequent issuance of equity. The Company was not required to make mandatory prepayments under these criteria for Fiscal 2008.

        Effective October 9, 2009, the Company issued $275.0 million of Senior Notes, bearing interest of 10.125%. The Company received proceeds from the Senior Notes issuance, net of a $4.5 million original issue discount, of $270.5 million. The Senior Notes mature October 15, 2015 and require semi-annual interest payments beginning April 15, 2010. The Senior Notes are collateralized by (i) first-priority interests, subject to certain exceptions, in the Company's warehouse distribution facility in Lancaster, New York, certain owned real property acquired by the Company, Tops Markets and the guarantors following the issue date of the Senior Notes, intellectual property, equipment, stock of subsidiaries and substantially all other assets of the Company, Tops Markets and the guarantors (other than leasehold interests in real property), other than assets securing the ABL Facility (as defined below) on a first priority basis (collectively, the "Notes Priority Collateral"), and (ii) second-priority interests, subject to certain exceptions and permitted liens, in the assets of the Company, Tops Markets and the guarantors that secure the ABL Facility on a first-priority basis, including present and future receivables, inventory, prescription lists, deposit accounts and certain related rights and proceeds relating thereto (collectively, the "ABL Priority Collateral").

        Also effective October 9, 2009, the Company entered into a revolving ABL Facility that expires on October 9, 2013. The ABL Facility allows a maximum borrowing capacity of $70.0 million, including a sub-limit for the issuance of letters of credit, subject to a borrowing base calculation. As of January 2, 2010, the unused commitment under the ABL facility was $45.1 million, after giving effect to $10.9 million of letters of credit outstanding thereunder. Revolving loans under the ABL Facility will, at the Company's option, bear interest at either i) LIBOR plus a margin of 350 to 400 basis points, determined based on levels of borrowing availability, or ii) the prime rate plus a margin of 250 to 300 basis points, determined based on levels of borrowing availability. The interest rate related to borrowings under the ABL Facility as of January 2, 2010 was 3.9%. The ABL Facility is collateralized primarily by (i) first-priority interests, subject to certain exceptions, in the ABL Priority Collateral and (ii) second-priority interests, subject to certain exceptions, in the Notes Priority Collateral. The Notes Priority Collateral will exclude capital stock or any other securities of any of our subsidiaries in excess of the maximum amount of such capital stock or securities that could be included in such collateral without creating a requirement to file separate financial statements with the SEC for that subsidiary.

        The proceeds from the Senior Notes and ABL Facility were utilized to repay the outstanding debt related to the New First Lien Credit Agreement and Warehouse Mortgage, pay a dividend to the Company's owners, settle the Company's outstanding interest rate swap arrangement (see Note 13) and pay fees and expenses related to the financing transactions.

F-33

TOPS HOLDING CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

12. DEBT (Continued)

        The Senior Notes and ABL Facility contain customary affirmative and negative covenants, including restrictions on indebtedness, liens, type of business, acquisitions, investments, sale or transfer of assets, payment of dividends, transactions involving affiliates, change in control and other matters customarily restricted in such agreements. Failure to meet any of these covenants would be an event of default. As of January 2, 2010, the Company was in compliance with all such covenants.

        Principal payments required to be made on outstanding debt as of January 2, 2010, excluding capital leases, are as follows (dollars in thousands):

2010	$	362
2011		404
2012		434
2013		16,295
2014		280
Thereafter		275,180
Total debt	$	292,955

        Interest expense, inclusive of capital lease interest of $21.7 million, was $48.0 million during Fiscal 2009. Interest expense, inclusive of capital lease interest of $21.1 million, was $43.7 million during Fiscal 2008. Interest expense, inclusive of capital lease interest of $1.1 million, was $2.8 million during the Fiscal 2007 Successor Period.

        During the Fiscal 2007 Predecessor Period, $121.0 million of interest-bearing debt, and $18.0 million of intercompany interest, was forgiven by Ahold. This amount of debt forgiveness is reflected as a capital contribution in the consolidated statement of predecessor member's equity. Interest expense to related parties during the Fiscal 2007 Predecessor Period amounted to $25.6 million. Interest expense to third parties, inclusive of capital lease interest of $18.6 million and accretion of interest on long term liabilities of $1.4 million, was $48.0 million.

13. DERIVATIVE INSTRUMENTS

        In order to reduce the Company's exposure to fluctuations in interest rates, Holding entered into an interest rate swap agreement effective December 28, 2007. This agreement was intended to convert a portion of the Company's floating-rate debt to fixed-rate debt. Such agreement involved the exchange of fixed-rate and floating-rate payments over the life of the agreement without the exchange of the underlying principal amounts. The Company's policy is to enter into swap agreements only with creditworthy counterparties.

        Weighted-average variable rates are subject to change over time as LIBOR fluctuates. Notional amounts do not represent amounts exchanged by the parties and, thus, are not a measure of the Company's interest rate exposure.

        Neither the Company nor the counterparty were required to collateralize its obligations under the swap agreement. The Company was exposed to loss if the counterparty defaulted. Management did not anticipate any non-performance by the counterparty, as the counterparty had investment grade credit ratings. Risk management strategies, such as interest rate swaps, are reviewed and approved by the Company's Board of Directors. The Company's policy is to limit the maximum number of positions that

F-34

TOPS HOLDING CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

13. DERIVATIVE INSTRUMENTS (Continued)

can be taken in any given instrument. In accordance with the provisions of ASC 815, through November 16, 2008, the Company had designated and accounted for its interest swap agreement as a cash flow hedge. The Company estimated the effectiveness of the interest rate swap agreement using the hypothetical derivative method. Under this method, the fair value of the actual interest rate swap was compared to the fair value of the hypothetical swap agreement that had the same critical terms as the portion of the debt being hedged. The critical terms of the interest rate swap agreement were identical to the portion of the debt being hedged through November 16, 2008.

        Effective November 17, 2008, the interest terms of the Company's New First Lien Credit Agreement were amended. The Company calculated its effectiveness test and determined that the interest rate swap was no longer highly effective. As a result, the Company discontinued the use of hedge accounting. Subsequent to the discontinuance of hedge accounting, this agreement was marked-to-market and the change in the fair value of the interest rate swap subsequent to November 17, 2008 was recorded within interest expense in the Company's consolidated statements of operations.

        As of December 27, 2008, the Company's outstanding swap represented a liability with a fair value of approximately $6.9 million, or $4.1 million, net of tax.

        In connection with the Company's October 9, 2009 refinancing activities, the interest rate swap agreement was settled by paying $6.2 million to the counterparty, representing the fair value of the interest rate swap of $5.6 million, and net interest payable of $0.6 million, as of the termination date. The settlement amount attributable to the interest rate swap fair value has been classified within investing activities in the Company's Fiscal 2009 consolidated statement of cash flows.

        For the period from November 17, 2008 through October 9, 2009, the (decrease) / increase in the fair value of the interest rate swap of $(1.3) million and $1.7 million was recorded within interest expense during Fiscal 2009 and Fiscal 2008, respectively. The pre-tax amount previously recognized in AOCI, totaling $5.2 million at November 17, 2008, was amortized as an increase to interest expense over the remaining term of the interest rate swap agreement. Such amortization recognized during the period from November 17, 2008 through October 9, 2009 totaled $4.7 million and $0.5 million during Fiscal 2009 and Fiscal 2008, respectively.

F-35

TOPS HOLDING CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

14. INCOME TAXES

        Income tax expense (benefit) for Fiscal 2009, Fiscal 2008, the Fiscal 2007 Successor Period and the Fiscal 2007 Predecessor Period was as follows (dollars in thousands):

			Tops Holding Corporation								Tops Markets, LLC
			Fiscal 2009 (53 weeks)			Fiscal 2008 (52 weeks)			Fiscal 2007 Successor Period (4 weeks)		Fiscal 2007 Predecessor Period (48 weeks)
Current:
	Federal		$	—		$	531		$	159	$	—
	State			34			121			58		—
		Total current		34			652			217		—
Deferred:
	Federal			(7,068	)		(5,757	)		637		(17,884	)
	State			(1,477	)		(1,211	)		141		(4,382	)
	Change in valuation allowance			13,896			—			—		—
		Total deferred		5,351			(6,968	)		778		(22,266	)
Total income tax expense (benefit)			$	5,385		$	(6,316	)	$	995	$	(22,266	)

        A reconciliation of the statutory federal income tax expense (benefit) to the effective tax expense (benefit) for Fiscal 2009, Fiscal 2008, the Fiscal 2007 Successor Period and the Fiscal 2007 Predecessor Period follows (dollars in thousands):

	Tops Holding Corporation								Tops Markets, LLC
	Fiscal 2009 (53 weeks)			Fiscal 2008 (52 weeks)			Fiscal 2007 Successor Period (4 weeks)		Fiscal 2007 Predecessor Period (48 weeks)
Statutory federal income tax (benefit) expense	$	(7,108	)	$	(6,006	)	$	693	$	(19,172	)
State income tax (benefit) expense, net of federal (benefit) expense		(938	)		(709	)		104		(3,106	)
Benefit of federal tax credits		(889	)		—			—		—
Non-deductible expenses		338			328			1		12
Valuation allowance		13,896			—			—		—
ASC 740 adjustment		81			71			197		—
Other		5			—			—		—
	$	5,385		$	(6,316	)	$	995	$	(22,266	)

F-36

TOPS HOLDING CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

14. INCOME TAXES (Continued)

        The components of deferred income tax assets and liabilities are comprised of the following (dollars in thousands):

			January 2, 2010			December 27, 2008
Current deferred tax assets:
	Inventory and other reserves		$	622		$	2,163
	Prepaid taxes, insurance and service contracts			1,761			(580	)
	Accrued vacation and bonus compensation			4,820			4,841
	Other assets			2,552			1,465
	Valuation allowance			(3,769	)		—
		Current net deferred tax assets		5,986			7,889
Non-current deferred tax (liabilities) assets:
	Capital lease obligations			8,359			3,862
	Post-retirement benefits			241			53
	Property and equipment depreciation			(7,653	)		5,820
	Intangible assets			(14,416	)		(15,760	)
	Federal and state net operating loss carryforwards and federal credits			17,267			3,281
	Valuation allowance			(10,127	)		—
	Occupancy costs and other			343			172
	Interest rate swap and other OCI adjustments			—			2,788
		Non-current net deferred tax (liabilities) assets		(5,986	)		216
Net deferred tax assets			$	—		$	8,105

        The Company's deferred tax assets for net operating loss and tax credit carryforwards, which expire beginning in 2027, are as follows at January 2, 2010 (dollars in thousands):

Net operating losses	$	38,259
Tax credits		1,762

        The Company has performed the required assessment of positive and negative evidence regarding the realization of the net deferred income tax assets in accordance with ASC 740. The Company considers all available positive and negative evidence, including future reversals of existing temporary differences, projected future taxable income and recent financial operations, to determine whether, based on the weight of that evidence, a valuation allowance is needed for some portion or all of a net deferred income tax asset. Judgment is used in considering the relative impact of negative and positive evidence. In arriving at these judgments, the weight given to the potential effect of negative and positive evidence is commensurate with the extent to which such evidence can be objectively verified. In evaluating the objective evidence provided by historical results, the Company considered the past three years.

        Based on an assessment of the available positive and negative evidence, including the Company's historical results, the Company determined that there are uncertainties relative to its ability to utilize the net deferred tax assets. In recognition of these uncertainties, the Company provided a valuation allowance of $13.9 million on the net deferred income tax assets as of January 2, 2010, representing a

F-37

TOPS HOLDING CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

14. INCOME TAXES (Continued)

charge to income tax expense during Fiscal 2009. If the Company determines that it can realize its deferred tax assets in the future, the Company will make an adjustment to the valuation allowance.

        Effective December 1, 2007, upon the acquisition of Tops Markets by Holding, the Company adopted new standards for accounting for uncertainty in income taxes. There was no initial adjustment upon the adoption of these new standards. In addition to the adjustment recorded during the Fiscal 2007 Successor Period, the Company has accrued $0.2 million for potential penalties and $0.2 for interest for the ACS 740 tax obligation. The Company recognizes interest and penalties accrued related to unrecognized tax benefits in income tax expense. The Company does not expect its unrecognized tax benefits to change significantly over the next twelve months. A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows (dollars in thousands):

		Fiscal 2009 (53 weeks)		Fiscal 2008 (52 weeks)		Fiscal 2007 Successor Period (4 weeks)
Beginning balance		$	947	$	947	$	—
	Additions based on tax positions related to the current year		—		—		947
	Reductions based on tax positions related to the current year		—		—		—
	Settlements		—		—		—
	Reductions due to lapse of statute of limitation		—		—		—
Ending balance		$	947	$	947	$	947

        The total unrecognized tax benefit at January 2, 2010 is comprised of benefits that, when recognized, would not have a significant effect on the effective tax rate.

        The Company files U.S. federal income tax returns and income tax returns in various state jurisdictions. The Company's U.S. federal income tax returns for tax years 2007 and 2008 are currently under examination by the Internal Revenue Service ("IRS"). State returns remain subject to examination for tax years 2007 and beyond depending on each state's statute of limitation.

15. MEMBER'S EQUITY—TOPS MARKETS, LLC (PREDECESSOR)

        Prior to the acquisition of the Company by Holding, Ahold assumed certain net liabilities of the Company, which has been reflected as a net capital contribution of approximately $229.6 million in the consolidated statement of member's equity.

16. SHAREHOLDERS' EQUITY—TOPS HOLDING CORPORATION (SUCCESSOR)

        The aggregate number of shares of common stock that Tops Holding Corporation shall have authority to issue is 200,000 shares, $0.001 par value per share. Tops Holding Corporation raised $100.0 million through the sale of 100,000 shares of common stock on December 2, 2007. Each shareholder is entitled to one vote.

        On October 9, 2009, the Company paid a dividend to its shareholders totaling $105.0 million, or $1,050 per common stock share outstanding.

F-38

TOPS HOLDING CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

16. SHAREHOLDERS' EQUITY—TOPS HOLDING CORPORATION (SUCCESSOR) (Continued)

        Effective January 24, 2008, Tops Holding Corporation adopted the 2007 Stock Incentive Plan ("Stock Plan") pursuant to which the Company's Board of Directors or a committee appointed by the Board of Directors ("Committee"), may grant at its discretion non-qualified stock options to directors, employees, consultants or independent contractors of the Company. The Stock Plan allows for the issuance of a maximum of 11,111 common stock shares. Under the terms of the stock options granted to date, options that have not vested prior to a participant's termination of employment with the Company are forfeited.

        Stock options granted to date vest at the rate of 33% per year commencing on the third anniversary of the date of grant. Such options expire ten years from the grant date. Awards granted may be subject to other vesting terms as determined by the Committee. For stock options granted to date, the payments of the option prices are to be made in cash. In addition, an option holder may be required to satisfy his/her tax liability associated with the exercise of these stock options by utilizing a method directed by the Committee.

        Effective October 27, 2009, following the October 9, 2009 dividend, the Company reduced the exercise price of all outstanding stock option grants by $600 per share. No other terms of the awards were modified. This exercise price reduction resulted in $4.2 million of expected incremental expense, of which $1.6 million was recorded during Fiscal 2009, with the remaining $2.6 million to be recorded over the remaining vesting period of the awards.

        The following table summarizes the status and changes of stock options outstanding under the Stock Plan during Fiscal 2009:

		Number of Shares		Weighted Average Exercise Price Per Share		Average Remaining Contractual Term (In Years)
Outstanding—December 28, 2008			7,250	$	1,000		6.2
	Granted		300		1,333		4.1
	Exercised		—		—		—
	Forfeited		—		—		—
Outstanding—January 2, 2010			7,550		413		5.1
Expected to vest—January 2, 2010			7,550		413		5.1
Options exercisable—January 2, 2010			—	$	—

        Compensation expense recognized in connection with the Stock Plan amounted to $1.1 million and $0.5 million for Fiscal 2009 and Fiscal 2008, respectively, and is included in administrative expenses in the consolidated statements of operations.

        The Company determines the fair value of each option award on the date of grant using the Black-Scholes option pricing model. The determination of fair value using the Black-Scholes option pricing model requires a number of complex and subjective variables. Key assumptions in the Black-Scholes option pricing model include the value of the common stock, the expected life, expected volatility of the stock, the risk-free interest rate and estimated forfeitures. The value of the common stock related to the current year option grant was determined by management with the assistance of a

F-39

TOPS HOLDING CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

16. SHAREHOLDERS' EQUITY—TOPS HOLDING CORPORATION (SUCCESSOR) (Continued)

third-party valuation firm. The estimated life was equal to the award's expected term which was estimated using the simplified method. Expected stock price volatility was based on the expected volatility of a peer group that had actively traded stock during the period immediately preceding the share-based award grant. There are no expected dividends as the Company does not currently plan to pay dividends on its common stock. The risk-free rate of interest was based on the zero coupon U.S. Treasury rate appropriate for the expected term of the award. Estimated forfeitures are based on historical data, as well as management's current expectations.

        For options granted during Fiscal 2009 and Fiscal 2008, the weighted average fair values of the stock options granted, estimated on the dates of grant using the Black-Scholes option-pricing model, were $269.40 and $458.66, respectively, using the following assumptions. There were no options granted during the Fiscal 2007 Successor Period. Refer to Note 17 for information regarding options granted during the Fiscal 2007 Predecessor Period.

	Fiscal 2009 (53 weeks)			Fiscal 2008 (52 weeks)			Fiscal 2007 Successor Period (4 weeks)
Estimated life in years		5.0			7.0		N/A
Expected volatility		38.5	%		38.8	%	N/A
Expected dividends		—			—		N/A
Risk-free rate		1.8	%		3.1	%	N/A

        The Company's outstanding stock options represent non-qualified stock options for income tax purposes. As such, the stock option grants result in the creation of a deferred tax asset until the time that such stock option is exercised.

        The total non-vested stock-based compensation expense relating to the options is $2.6 million at January 2, 2010, with $0.8 million to be recorded as compensation expense in Fiscal 2010 related to these grants. The remaining weighted average vesting period for the stock options is 3.1 years at January 2, 2010.

17. RELATED PARTY TRANSACTIONS

        Prior to its acquisition by Holding, Tops regularly engaged in transactions with, and had amounts receivable from and payable to, Ahold, as well as other related companies owned directly or indirectly by Ahold. In addition, Ahold affiliates had contracts with Tops for which the payments made or received were determined by the Ahold affiliate. The consolidated financial statements for the Fiscal 2007 Predecessor Period reflect specifically identifiable expenses and expenses that were allocated based on a systematic and rational method that management believes is reasonable for the products and services provided to Tops by Ahold and its affiliates. Such charges and allocations are not necessarily indicative of the costs that would have been charged if Tops had been a separate entity and we are not reasonably able to assess whether the related party expenses charged and allocated to Tops were materially different from the costs that would have been incurred if Tops had been a separate entity.

F-40

TOPS HOLDING CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

17. RELATED PARTY TRANSACTIONS (Continued)

        Transactions with, and allocations from, related parties and affiliated companies include the following:

Loan to Company Executive

        Tops Markets, LLC made a five-year loan to a Company executive for $245,000 in connection with his relocation. During March 2010, the loan balance and related accrued interest was forgiven upon approval by the Company's Board of Directors.

Transaction and Monitoring Fee Agreement-Morgan Stanley and HSBC

        Effective November 30, 2007, Holding entered into a Transaction and Monitoring Fee Agreement with Morgan Stanley and HSBC Private Equity Advisors LLC ("HSBC"). In consideration of Morgan Stanley's undertaking financial and structural analysis, due diligence investigations, and other advice and negotiation assistance, Holding incurred a transaction and advisory fee of $2.3 million to Morgan Stanley, which has been reflected in the purchase price allocation. In addition, in consideration of certain services provided to Holding, Holding pays an annual monitoring fee of approximately $0.8 million to Morgan Stanley and approximately $0.2 million to HSBC, payable on a quarterly basis. During Fiscal 2009, Fiscal 2008 and the Fiscal 2007 Successor Period, monitoring fees of approximately $1.0 million, $1.0 million and $0.1 million, respectively, are included in administrative expenses.

Management Fee-Ahold

        Ahold USA managed certain strategic operations of the U.S. retail companies of Ahold, including Tops, through December 1, 2007. Ahold USA procurement groups negotiated buying contracts on behalf of its subsidiaries, which allowed Tops to purchase products with the buying power of all Ahold retail companies. During the Fiscal 2007 Predecessor Period, Ahold negotiated certain promotional allowances on behalf of Tops. Ahold also provided tax, legal, accounting, general management and technical support services to Tops. During the Fiscal 2007 Predecessor Period, management fees charged by Ahold were $2.7 million. These management fees were allocated to Tops through a wholly-owned Ahold subsidiary, the Stop & Shop Supermarket Company ("Stop & Shop"), and were included in administrative expenses in the consolidated statement of operations.

Capital Contributions/Return of Capital

        During the Fiscal 2007 Predecessor Period, Tops provided or borrowed cash from Ahold on a daily basis as part of a consolidated cash management strategy. Through this cash management strategy, cash deposits from Tops and disbursements made on behalf of Tops flowed through a centralized treasury department of Ahold USA. Periodically, transactions are either settled through cash payments or through capital contributions between Tops and Ahold. All such transactions were settled in connection with the sale of Tops to Holding.

        Prior to the acquisition of Tops by Holding, all non-acquired assets and liabilities, consisting primarily of those related to NEO operations and other pre-acquisition liabilities, were transferred to an Ahold subsidiary. This transaction was accounted for as a capital contribution in the Fiscal 2007 Predecessor Period statement of member's equity.

F-41

TOPS HOLDING CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

17. RELATED PARTY TRANSACTIONS (Continued)

Insurance

        During the Fiscal 2007 Predecessor Period, Tops participated in Ahold's captive insurance program, which was managed by The MollyAnna Company, a wholly-owned subsidiary of Ahold USA, Inc. Premium expense of $11.0 million was recorded during the Fiscal 2007 Predecessor Period related to general liability, workers' compensation, fleet insurance and other executory insurance policies. Insurance expense is recorded in selling and general expenses in the consolidated statements of operations. As all risks related to workers' compensation, general liability, fleet insurance and other executory insurance, within the coverage limits, were transferred to The MollyAnna Company, no additional reserve for potential liabilities has been recorded. If Tops was treated as a stand-alone company that did not participate in The MollyAnna Company insurance program, the insurance premiums would have been different.

Inventory

        Tops purchased general merchandise and certain pharmacy inventory from American Sales Corporation, a wholly-owned distribution subsidiary of Ahold. The Company purchased approximately $113.8 million, $13.7 million and $173.8 million of inventory from American Sales Corporation during Fiscal 2008, the Fiscal 2007 Successor Period and the Fiscal 2007 Predecessor Period, respectively. In addition, through September 2008, Tops purchased floral products from the perishable distribution center of Giant Food Inc. ("Giant"), a wholly-owned subsidiary of Ahold. Tops purchased approximately $3.6 million, $0.4 million and $4.6 million of inventory from Giant during Fiscal 2008, the Fiscal 2007 Successor Period and the Fiscal 2007 Predecessor Period, respectively.

Royalties

        Tops Markets owns the storefront banner tradename of Tops and related trademarks for certain private label products. During the Fiscal 2007 Predecessor Period, the Company licensed these intangible assets to Ahold IP Inc. ("AIP"), a wholly owned subsidiary of Ahold. Tops Markets received royalty fees from AIP for the use of these intangible assets based on a percentage of sales. Additionally, Tops Markets paid royalty fees to AIP for the Company's use of the name Tops and related private label trademarks based on a percentage of sales. The storefront banner tradename of Martin's utilized at four store locations was owned by Ahold. Tops Markets paid royalty fees to Ahold based on a percentage of sales. Certain other private label trademarks are licensed to Ahold Licensing, in Geneva, for new brands developed since 2004. During the Fiscal 2007 Predecessor Period, Tops Markets paid royalty fees of $2.3 million to AIP. During the Fiscal 2007 Successor Period, there were no such royalty arrangements.

Other

        There were other affiliated service arrangements between Tops Markets and the following entities:

        Prior to the expiration of the TSA, Tops used an affiliate of Ahold, Gift a la Card, to manage its gift card program. As of December 27, 2008, the Company had a liability of approximately $5.3 million related to gift cards that were yet to be redeemed, which was classified within accrued expenses and other current liabilities in the consolidated balance sheet.

F-42

TOPS HOLDING CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

17. RELATED PARTY TRANSACTIONS (Continued)

        Ahold Financial Services ("AFS") is a finance organization that partners with the Ahold operating companies, Ahold support companies and vendors to provide financial services. These services include accounts payable, accounts receivable, fixed assets, retail accounting, general accounting and financial reporting. Fees related to these services were covered as part of the TSA. Fees charged to Tops during the Fiscal 2007 Predecessor Period were $2.3 million and are recorded in administrative expenses in the consolidated statement of operations.

        Ahold Information Services ("AIS") is an information services organization that supports the Ahold operating companies and Ahold support companies. Services include data processing, computer services and telecommunications for store systems, as well as corporate systems. Fees related to these services were covered as part of the TSA. Fees charged to Tops during the Fiscal 2007 Predecessor Period were $14.5 million and are recorded in administrative expenses in the consolidated statement of operations.

        A shared services function of Giant performed corporate functions that serve both Giant and Tops. Fees related to these services were covered as part of the TSA. Fees charged to Tops during the Fiscal 2007 Predecessor Period were $17.7 million, of which $17.1 million and $0.6 million are recorded in administrative expenses and advertising, respectively, in the consolidated statement of operations.

        Stop & Shop provided accounting services related to consortium gift cards. Additionally, accounting for the previously described Ahold management fees was performed by Stop & Shop. Fees related to these services were covered as part of the TSA.

        Ahold Lease USA, a wholly-owned subsidiary of Ahold, facilitated leveraged lease transactions. The Company paid rent of approximately $1.4 million to Ahold during Fiscal 2008. During the Fiscal 2007 Successor Period, Tops paid rent of approximately $0.1 million to Ahold for two properties as part of the TSA. During the Fiscal 2007 Predecessor Period, Tops paid approximately $1.3 million of intercompany rent to Ahold Lease USA for two properties.

        Ahold administered the share-based compensation program for Tops. During the Fiscal 2007 Predecessor Period, Ahold charged Tops $0.5 million related to the grant program. In connection with the purchase of Tops by Holding, all of the options and outstanding Global Reward Opportunity Plan ("GRO") grants immediately vested and the Company expensed an additional $1.0 million related to the accelerated vesting, which is recorded in administrative expenses in the consolidated statement of operations. After the purchase of Tops by Holding, the Company did not participate in the share base compensation program (see succeeding "Stock-Based Compensation" discussion).

        In connection with the sale of Tops to Holding, Tops entered into a TSA with an affiliate of Ahold to provide the services described in the preceding paragraphs. The Company recorded approximately $4.8 million, $33.6 million and $2.9 million of expense related to the TSA during Fiscal 2009, Fiscal 2008 and the Fiscal 2007 Successor Period, respectively. Such amounts are included in administrative expenses in the consolidated statements of operations.

F-43

TOPS HOLDING CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

17. RELATED PARTY TRANSACTIONS (Continued)

        Ahold allocated administrative expenses to Tops during the Fiscal 2007 Predecessor Period, including the following that are included as part of selling and general expenses and advertising (dollars in thousands):

Allocated corporate shared services	$	17,677
Allocated Ahold Information Services		14,485
Allocated Ahold management fee		2,669
Net royalty expense		2,334
Allocated Ahold Financial Services		2,293
Allocated stock-based compensation		513
Total	$	39,971

Stock-Based Compensation

        During the Fiscal 2007 Predecessor Period, Tops provided compensation benefits to employees under share-based payment arrangements, including a Conditional Stock Grant Program and a Stock Option Grant Program (prior to 2006). These programs involved Ahold common stock and options.

        In connection with the purchase of Tops by Holding, the stock plan was terminated and all of the outstanding stock options immediately vested due to an existing change in control provision, and those options were exercised and sold prior to December 29, 2007. The payments for these exercised options were the obligation of Ahold. The Company paid approximately $1.5 million for the exercised options and GRO grants and was reimbursed by Ahold.

Conditional Stock Grant Program

        During the Fiscal 2007 Predecessor Period, Ahold granted shares of conditional stock in lieu of stock option grants to those employees who would previously be eligible to receive stock option grants under the Ahold Option Plan. GRO provided executive officers and key employees with conditional shares based on years of continual employment and Ahold's performance. Participants were granted "Mid-Term" shares and "Long-Term" shares under the plan.

        "Mid-Term" shares vested over a three year period based on continual employment. Vested participants who held their shares for an additional two years were eligible for an additional "matching" share grant based on the number of shares they continued to hold after vesting. "Long-Term" shares vested over a five year period depending on the performance of Ahold (based on Total Shareholder Return compared to a peer group). The total number of shares granted in the Fiscal 2007 Predecessor Period under both the "Mid-Term" and "Long-Term" plans to Tops employees was 86,000 shares. The total number of shares forfeited under this plan in the Fiscal 2007 Predecessor Period was approximately 166,000. The total fair value of shares vested during the Fiscal 2007 Predecessor Period was approximately $0.9 million.

        Upon termination of employment without cause (including reorganization or divestiture), a pro-rata portion of the granted shares would vest on the date of termination of employment.

        The weighted average grant date fair value was based on the share price on the measurement date for the "Mid-Term" shares and a Monte Carlo simulation model for the "Long-Term" shares. The

F-44

TOPS HOLDING CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

17. RELATED PARTY TRANSACTIONS (Continued)

assumptions used in the valuation of the "Long-Term" shares issued in the Fiscal 2007 Predecessor Period were:

Expected volatility	32.4	%
Expected dividends	1.3
Risk-free rate	4.2
Assumed annual forfeitures	6

        Expected volatility was determined as the average of the implied volatility and the historical volatility, whereby the extraordinarily volatile month after February 24, 2003, the date Ahold issued a press release that a restatement of earnings was necessary due to accounting errors and irregularities, was excluded.

        In connection with the purchase of Tops by Holding, a pro-rata share of the GRO shares immediately vested due to an existing change in control provision, and those shares were sold in 2008. The payment for these exercised shares was the obligation of Ahold. The Company paid $0.9 million for the exercised options, which were reimbursed by Ahold.

Stock Option Grant Program

        Prior to the sale of Tops to Holding, certain employees of Tops participated in a share option plan maintained by Ahold (the "Ahold Option Plan") with options exercisable in Ahold shares. Share option awards were generally granted with an exercise price equal to the market price of Ahold's shares at the date of grant. These share option awards generally vested based on three continual years of service and have 5-10 year contractual lives depending on the year of grant. Certain share option awards provided for accelerated vesting in the event of a change in control as defined in the plan. After the introduction of GRO in 2006, options were discontinued as a remuneration component.

        During the Fiscal 2007 Successor Period, no stock options were granted to Tops employees. The remaining options became exercisable immediately when Tops was purchased by Holding. The liability for the outstanding options was retained by Ahold.

        Subsequent to December 29, 2007, Holding adopted a new option plan.

18. RETIREMENT PLANS

Defined Benefit Plans

        Certain former members of management of Tops receive benefits under nonqualified, unfunded Supplemental Executive Retirement Plans ("SERP"). In addition, Tops maintains post-employment benefit plans providing life insurance, disability and medical benefits for certain employees which are included in other post-retirement plans.

F-45

TOPS HOLDING CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

18. RETIREMENT PLANS (Continued)

        The components of net pension cost related to the SERP and other post-retirement plans are as follows (dollars in thousands):

	Tops Holding Corporation						Tops Markets, LLC
	Fiscal 2009 (53 weeks)		Fiscal 2008 (52 weeks)		Fiscal 2007 Successor Period (4 weeks)		Fiscal 2007 Predecessor Period (48 weeks)
SERP:
Interest cost	$	276	$	59	$	12	$	157
Service cost		—		—		1		11
Recognized net actuarial loss		—		—		1		15
Net pension cost	$	276	$	59	$	14	$	183
Other Post-Retirement Plans:
Interest cost	$	181	$	160	$	11	$	142
Service cost		3		3		—		5
Recognized net actuarial income		—		—		—		(4	)
Curtailments		—		—		—		199
Amortization of transition amount		—		—		3		43
Net pension cost	$	184	$	163	$	14	$	385

        Estimated future benefit payments related to the SERP and other post-retirement plans are as follows (dollars in thousands):

	SERP		Other Post-Retirement Plans
2010	$	641	$	238
2011		604		236
2012		563		234
2013		540		234
2014		513		231
Subsequent five years		2,085		902

        As these plans are unfunded, estimated contributions are expected to equal estimated benefit payments.

F-46

TOPS HOLDING CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

18. RETIREMENT PLANS (Continued)

        The changes in benefit obligation related to the SERP and other post-retirement plans are as follows (dollars in thousands):

		SERP			Other Post-Retirement Plans
Benefit obligation—December 30, 2007		$	2,552		$	3,019
	Interest cost		59			160
	Service cost		—			3
	Actuarial loss		93			81
	Total disbursements		(693	)		(124	)
	Other		(150	)		(13	)
Benefit obligation—December 28, 2008			1,861			3,126
	Interest cost		276			181
	Service cost		—			3
	Actuarial loss (gain)		546			(881	)
	Total disbursements		(734	)		(102	)
	Liability adjustment (see Note 1)		3,145			—
Benefit obligation—January 2, 2010		$	5,094		$	2,327

        The benefit plans have no plan assets and have unfunded status equal to their benefit obligations, which have been classified in the consolidated balance sheets as follows (dollars in thousands):

		SERP				Other Post-Retirement Plans
		January 2, 2010		December 27, 2008		January 2, 2010		December 27, 2008
Accrued expenses and other
	current liabilities	$	641	$	446	$	238	$	229
Other long-term liabilities			4,453		1,415		2,089		2,897
Recognized liability		$	5,094	$	1,861	$	2,327	$	3,126

        Additionally, net actuarial gains (losses) of $0.2 million and $(0.1) million related to each of the SERP and other post-retirement plans were included in accumulated other comprehensive income as of January 2, 2010 and December 27, 2008, respectively.

        Discount rate assumptions used to determine benefit obligations are as follows:

SERP		Other Post- Retirement Plans
January 2, 2010	December 27, 2008	January 2, 2010	December 27, 2008
4.90%	5.90%	5.20%	6.00%

F-47

TOPS HOLDING CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

18. RETIREMENT PLANS (Continued)

        Discount rate assumptions used to determine net pension cost are as follows:

	Tops Holding Corporation									Tops Markets, LLC
	Fiscal 2009 (53 weeks)			Fiscal 2008 (52 weeks)			Fiscal 2007 Successor Period (4 weeks)			Fiscal 2007 Predecessor Period (48 weeks)
SERP		5.90	%		5.80	%		6.30	%		6.30	%
Other post-retirement plans		6.00	%		6.10	%		6.10	%		6.10	%

        The measurement date for the SERP and other post-retirement plans was December 31, 2009.

        For guidance in determining the discount rate, the Company calculates the implied rate of return by matching the cash flows from the plans to a yield curve of returns available on high-quality corporate bonds at the measurement date. The discount rate assumption is reviewed annually and revised as deemed appropriate. After the purchase of Tops by Holding, the Company ceased participation in the SERP and other post-retirement plans.

        Assumed health care cost trend rates used in the calculation of benefit obligations related to the medical benefits portion of other post-retirement plans are as follows:

	January 2, 2010			December 27, 2008
Initial health care cost trend rate		8.00	%		8.00	%
Ultimate health care cost trend rate		5.00	%		5.00	%
Year to reach ultimate trend rate		2015			2015

        A one-percentage point change in assumed health care cost trend rates would have the following effects on the aggregate service and interest costs as of January 2, 2010 (dollars in thousands):

	Increase		Decrease
Effect on SERP		N/A		N/A
Effect on other post-retirement plans	$	—	$	—

Other Benefit Plans

        Prior to December 1, 2007, certain employees were eligible to participate in a defined contribution 401(k) plan that provided that under certain circumstances, Tops may make matching contributions. After Tops was acquired by Holding, there was a plan to plan transfer.

        Subsequent to Holding's purchase of Tops, the Company established a defined contribution 401(k) plan that provides that under certain circumstances, the Company will make matching contributions of up to 100% of the first 3%, and 50% of the next 2%, of a participant's eligible compensation. This plan was implemented in February 2008. The Company incurred approximately $1.7 million and $1.4 million of expense related to the 401(k) plan during Fiscal 2009 and Fiscal 2008, respectively.

        The Company contributes to various multiemployer pension plans under collective bargaining agreements and provides certain health care benefits to eligible retirees and their dependents. The Company made contributions to the multiemployer pension plans during Fiscal 2009, Fiscal 2008, the Fiscal 2007 Successor Period and the Fiscal 2007 Predecessor Period of $5.7 million, $5.3 million, $0.4 million and $4.5 million, respectively.

F-48

TOPS HOLDING CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

19. COMMITMENTS AND CONTINGENCIES

Purchase Commitments

        In November 2009, the Company entered into a supply contract with C&S Wholesale Grocers, Inc. ("C&S") whereby C&S provides warehousing, logistics, procurement and purchasing services in support of the majority of the Company's supply chain. The agreement expires on September 24, 2016. The agreement provides that the actual costs of performing the services shall be reimbursed to C&S on an "open-book" or "cost-plus" basis, whereby the parties will negotiate annual budgets that will be reconciled against actual costs on a periodic basis. The parties will also annually negotiate services specifications and performance standards that will govern warehouse operations. The agreement defines the parties' respective responsibilities for the procurement and purchase of merchandise intended for use or resale at the Company's stores, as well as the parties' respective remuneration for warehousing and procurement/purchasing activities. In consideration for the services it provides under the agreement, C&S will be paid an annual fee and will have incentive income opportunities based upon Tops' cost savings and increases in retail sales volume.

        In February 2008, the Company entered into a three-year supply contract with McKesson Corporation ("McKesson") for the supply of substantially all prescription drugs and other health and beauty care products requirements. The Company is required to purchase a minimum of $360.0 million of product during the contract term. Tops purchased approximately $132.4 million and $68.6 million of product from McKesson during Fiscal 2009 and Fiscal 2008, respectively.

        In May 2008, the Company entered into an outsourcing agreement with Electronic Data Systems Corporation ("EDS"), expiring in February 2013, to provide a wide range of information systems services. Under the agreement, EDS provides data center operations, mainframe processing, business applications and systems development to enhance the Company's customer service and efficiency. The charges under this agreement are based upon the services requested at predetermined rates.

        The costs of these purchase commitments are not reflected in the Company's consolidated balance sheets.

F-49

TOPS HOLDING CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

19. COMMITMENTS AND CONTINGENCIES (Continued)

Asset Retirement Obligations

        The change in the Asset Retirement Obligations is as follows (dollars in thousands):

Balance—December 30, 2006			$	1,949
	Fiscal 2007 Predecessor period:
		Reduction of expected future cost of obligations		(157	)
		Accretion of liability		222
		Incremental obligations incurred		342
		Transfer to Ahold		(754	)
	Fiscal 2007 Successor period:
		Reduction of expected future cost of obligations		(244	)
		Accretion of liability		54
Balance—December 29, 2007				1,412
		Accretion of liability		121
Balance—December 27, 2008				1,533
		Accretion of liability		156
		Incremental obligations incurred		45
Balance—January 2, 2010			$	1,734

        Tops had contingent liabilities arising out of divestment activities. Vesting of these contingent liabilities depends on certain risk factors, most of which are beyond Tops' control. The majority of these contingencies were retained by Ahold prior to Holding's acquisition of Tops. Contingent liabilities fall into five primary categories:

Lease Liabilities Related to Assigned Lease

        When stores are sold and leases are assigned, Tops often remained liable to the lessor upon default by the assignee. If that were to occur, the landlord could seek recovery of the lease payments from Tops. Additionally, Tops would be obligated to assume payments for common area maintenance and real estate taxes associated with these lease contracts. Tops obligation with respect to contingent liabilities may continue through option periods that the assignee may exercise. In connection with Holding's acquisition of Tops, all contingent lease liabilities were retained by Ahold.

Representations and Warranties

        As part of Tops' prior divestment activities, certain representations and warranties were given to the buyers. These representations and warranties were for a limited time period, generally expiring between 2007 and 2010, and contained a cap on the amount of liability that can be incurred of $20.6 million. In connection with Holding's acquisition of Tops, all obligations under these representations and warranties were retained by Ahold.

F-50

TOPS HOLDING CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

19. COMMITMENTS AND CONTINGENCIES (Continued)

Environmental Liabilities

        The Company is contingently liable on certain operating properties for potential environmental issues that were unknown at January 2, 2010. No amounts were accrued as of January 2, 2010 and December 27, 2008.

        Ahold retained the liability for all environmental matters that were known as of December 1, 2007, regardless of whether such environmental matters occurred on properties retained by the Company or retained by Ahold. Ahold also retained contingent liability for any unknown environmental matters that occurred prior to closing on properties retained by the Company and for which indemnification is asserted by the Company within a three (3) year period from December 1, 2007. Ahold further retained all unknown environmental liabilities related to properties retained by Ahold. Except as provided above, the Company retained contingent liability only for potential environmental matters that occur on properties retained by the Company and that were unknown as of December 1, 2007.

Collective Bargaining Agreement

        Approximately 91% of the Company's employees are covered by collective bargaining agreements with United Food and Commercial Workers District Union Local One (the "UFCW" or "Local One"). All of our collective bargaining agreements with UFCW Local One expire between April 2, 2011 and July 30, 2011.

Pension Withdrawal Liabilities

        Tops had a contingent liability related to a union pension withdrawal arising from the divestment of its NEO stores. This liability would have vested only in the event that the union operators who acquired the stores failed to meet their obligations to fund the pension under Section 4204 of ERISA. Should that have occurred, Tops would have been obligated to make the pension withdrawal payment that would have otherwise been due. This contingent liability was retained by Ahold in connection with the acquisition of Tops by Holding.

Legal Proceedings

        In March 2009, the Company reached a non-cash settlement with a non-merchandising third-party in which the Company was released from a $2.1 million obligation. As the circumstances that led to the release from this obligation occurred during Fiscal 2008, this settlement was reflected as a Fiscal 2008 gain on legal settlement within administrative expenses in the consolidated statement of operations.

        In addition, the Company is involved in other legal proceedings arising from the daily operations of its business, including general liability claims, unemployment claims and workers' compensation claims which are covered by reserves and insurance. The Company believes that the ultimate resolution of these other proceedings will not have a material adverse effect on the Company's consolidated financial position, results of operations or cash flows. Such legal proceedings, however, are subject to inherent uncertainties, and the outcome of individual matters are not predictable. It is possible that the Company could be required to make expenditures, in excess of established provisions, in amounts that cannot reasonably be estimated.

F-51

TOPS HOLDING CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

20. GUARANTOR FINANCIAL STATEMENTS

        The obligations of Holding and Tops Markets under the Senior Notes (the "Guaranteed Notes") are jointly and severally, fully and unconditionally guaranteed by Tops Gift Card Company, LLC ("Guarantor Subsidiary") as of January 2, 2010, a 100% owned subsidiary of Tops Markets that was established in October 2008. Tops Markets is a joint issuer of the notes and 100% owned by Holding. At January 2, 2010, $275.0 million of Guaranteed Notes were outstanding. Separate financial statements of Holding, Tops Markets and the Guarantor Subsidiary are not presented because the guarantees are full and unconditional and the Guarantor Subsidiary is jointly and severally liable. The Company believes that separate financial statements and other disclosures concerning the Guarantor Subsidiary would not be material to investors.

        The following supplemental financial information sets forth on a condensed consolidating basis, the balance sheets as of January 2, 2010 and December 27, 2008 for Holding, Tops Markets, the Guarantor Subsidiary and for the Company and the related statements of operations and statements of cash flows for Fiscal 2009 and Fiscal 2008.

        Condensed consolidating statements of operations and cash flows are not provided for the Fiscal 2007 Successor Period and the Fiscal 2007 Predecessor Period as the Company did not have any guarantor subsidiaries, other than Tops Markets, until the establishment of the Tops Gift Card Company, LLC in October 2008.

        The Company provides some administrative support to its subsidiaries related to executive management, information systems and certain accounting, legal and other administrative functions. For purposes of the guarantor financial statements, the Company allocates such corporate costs on a specific identification basis, where applicable, or based on revenues or the number of employees for each subsidiary. Management believes that these allocations are reasonable based on the nature of costs incurred.

        For purposes of the guarantor financial statements, the Company and its subsidiaries determine the applicable tax provision for each entity generally using the separate return method. Under this method, current and deferred taxes are allocated to each reporting entity as if it were to file a separate tax return. The rules followed by the reporting entity in computing its tax obligation or refund, including the effects of the alternative minimum tax, would be the same as those followed in filing a separate return with the Internal Revenue Service. However, for purposes of evaluating an entity's ability to realize its tax attributes, the Company assesses whether it is more likely than not that those assets will be realized at the consolidated level. Any differences in the total of the income tax provisions for Holding, Tops Markets and the Guarantor Subsidiary, as calculated on the separate return method, and the consolidated income tax provision, are eliminated in consolidation.

F-52

TOPS HOLDING CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

20. GUARANTOR FINANCIAL STATEMENTS (Continued)

TOPS HOLDING CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEET
AS OF JANUARY 2, 2010
(Dollars in thousands)

		Tops Holding Corporation			Tops Markets, LLC			Guarantor Subsidiary		Eliminations			Consolidated
Assets
Current assets:
	Cash and cash equivalents	$	—		$	19,712		$	10	$	—		$	19,722
	Accounts receivable, net		—			49,457			—		—			49,457
	Intercompany receivables					1,900			2,306		(4,206	)		—
	Inventories		—			82,272			—		—			82,272
	Prepaid expenses		—			13,535			—		—			13,535
	Income taxes refundable		—			760			—		—			760
	Current deferred tax assets		751			5,805			—		(570	)		5,986
Total current assets			751			173,441			2,316		(4,776	)		171,732
	Property and equipment, net		—			333,416			—		—			333,416
	Intangible assets, net		—			76,356			—		—			76,356
	Other assets		—			11,344			3,041		(3,041	)		11,344
	Investment in subsidiaries		(37,652	)		1,145			—		36,507			—
Total assets		$	(36,901	)	$	595,702		$	5,357	$	28,690		$	592,848
Liabilities and Shareholders' (Deficit) Equity
Current liabilities:
	Accounts payable	$	—		$	68,462		$	—	$	—		$	68,462
	Intercompany payables		1,900			2,306			—		(4,206	)		—
	Accrued expenses and other current liabilities		—			64,866			4,212		(744	)		68,334
	Current portion of long-term debt and capital lease obligations		—			8,548			—		—			8,548
Total current liabilities			1,900			144,182			4,212		(4,950	)		145,344
	Capital lease obligations		—			175,340			—		—			175,340
	Long-term debt		—			291,235			—		(3,041	)		288,194
	Other long-term liabilities		—			16,785			—		—			16,785
	Non-current deferred tax liabilities		—			5,986			—		—			5,986
Total liabilities			1,900			633,528			4,212		(7,991	)		631,649
Total shareholders' (deficit) equity			(38,801	)		(37,826	)		1,145		36,681			(38,801	)
Total liabilities and shareholders' (deficit) equity		$	(36,901	)	$	595,702		$	5,357	$	28,690		$	592,848

F-53

TOPS HOLDING CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

20. GUARANTOR FINANCIAL STATEMENTS (Continued)

TOPS HOLDING CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEET
AS OF DECEMBER 27, 2008
(Dollars in thousands)

		Tops Holding Corporation		Tops Markets, LLC		Guarantor Subsidiary		Eliminations			Consolidated
Assets
Current assets:
	Cash and cash equivalents	$	—	$	30,309	$	10	$	—		$	30,319
	Accounts receivable, net		—		40,046		—		—			40,046
	Inventories		—		81,927		—		—			81,927
	Intercompany receivables		—		950		2,424		(3,374	)		—
	Prepaid expenses		—		9,018		—		—			9,018
	Current deferred tax assets		376		7,889		—		(376	)		7,889
Total current assets			376		170,139		2,434		(3,750	)		169,199
	Property and equipment, net		—		359,160		—		—			359,160
	Intangible assets, net		—		82,912		—		—			82,912
	Other assets		—		8,207		3,041		(3,041	)		8,207
	Investment in subsidiaries		88,303		848		—		(89,151	)		—
	Non-current deferred tax assets		—		389		—		(173	)		216
Total assets		$	88,679	$	621,655	$	5,475	$	(96,115	)	$	619,694
Liabilities and Shareholders' Equity
Current liabilities:
	Accounts payable	$	—	$	54,937	$	—	$	—		$	54,937
	Intercompany payables		950		2,424		—		(3,374	)		—
	Accrued expenses and other current liabilities		—		61,972		4,627		(549	)		66,050
	Current portion of long-term debt and capital lease obligations		—		10,665		—		—			10,665
Total current liabilities			950		129,998		4,627		(3,923	)		131,652
	Capital lease obligations		—		178,865		—		—			178,865
	Long-term debt		—		204,256		—		(3,041	)		201,215
	Other long-term liabilities		—		20,233		—		—			20,233
Total liabilities			950		533,352		4,627		(6,964	)		531,965
Total shareholders' equity			87,729		88,303		848		(89,151	)		87,729
Total liabilities and shareholders' equity		$	88,679	$	621,655	$	5,475	$	(96,115	)	$	619,694

F-54

TOPS HOLDING CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

20. GUARANTOR FINANCIAL STATEMENTS (Continued)

TOPS HOLDING CORPORATION
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
FISCAL 2009
(Dollars in thousands)

		Tops Holding Corporation			Tops Markets, LLC			Guarantor Subsidiary			Eliminations			Consolidated
Net sales		$	—		$	1,696,015		$	546		$	(953	)	$	1,695,608
Cost of goods sold			—			(1,185,344	)		—			—			(1,185,344	)
Distribution costs			—			(33,852	)		—			—			(33,852	)
Gross profit			—			476,819			546			(953	)		476,412
Wages, salaries and benefits			—			(224,958	)		—			—			(224,958	)
Selling and general expenses			—			(74,176	)		(251	)		953			(73,474	)
Administrative expenses			(2,036	)		(62,923	)		(54	)		—			(65,013	)
Rent expense			—			(13,219	)		—			—			(13,219	)
Depreciation and amortization			—			(52,727	)		—			—			(52,727	)
Advertising			—			(12,531	)		—			—			(12,531	)
	Total operating expenses		(2,036	)		(440,534	)		(305	)		953			(441,922	)
Operating (loss) income			(2,036	)		36,285			241			—			34,490
Loss on debt extinguishment			—			(6,770	)		—			—			(6,770	)
Interest (expense) income, net			—			(48,279	)		251			—			(48,028	)
Equity (loss) income from subsidiaries			(24,033	)		297			—			23,736			—
(Loss) income before income taxes			(26,069	)		(18,467	)		492			23,736			(20,308	)
Income tax benefit (expense)			376			(5,566	)		(195	)		—			(5,385	)
Net (loss) income		$	(25,693	)	$	(24,033	)	$	297		$	23,736		$	(25,693	)

F-55

TOPS HOLDING CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

20. GUARANTOR FINANCIAL STATEMENTS (Continued)

TOPS HOLDING CORPORATION
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
FISCAL 2008
(Dollars in thousands)

		Tops Holding Corporation			Tops Markets, LLC			Guarantor Subsidiary			Eliminations			Consolidated
Net sales		$	—		$	1,700,432		$	315		$	(515	)	$	1,700,232
Cost of goods sold			—			(1,195,850	)		—			—			(1,195,850	)
Distribution costs			—			(32,882	)		—			—			(32,882	)
Gross profit			—			471,700			315			(515	)		471,500
Wages, salaries and benefits			—			(223,014	)		—			—			(223,014	)
Selling and general expenses			—			(83,162	)		1,060			515			(81,587	)
Administrative expenses			(1,482	)		(62,048	)		(45	)		—			(63,575	)
Rent expense			—			(13,114	)		—			—			(13,114	)
Depreciation and amortization			—			(50,732	)		—			—			(50,732	)
Advertising			—			(10,699	)		—			—			(10,699	)
	Total operating expenses		(1,482	)		(442,769	)		1,015			515			(442,721	)
Operating (loss) income			(1,482	)		28,931			1,330			—			28,779
Loss on debt extinguishment			—			(2,228	)		—			—			(2,228	)
Interest (expense) income, net			—			(43,768	)		57			—			(43,711	)
Equity (loss) income from subsidiaries			(9,738	)		838			—			8,900			—
(Loss) income before income taxes			(11,220	)		(16,227	)		1,387			8,900			(17,160	)
Income tax benefit (expense)			376			6,489			(549	)		—			6,316
Net (loss) income		$	(10,844	)	$	(9,738	)	$	838		$	8,900		$	(10,844	)

F-56

TOPS HOLDING CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

20. GUARANTOR FINANCIAL STATEMENTS (Continued)

TOPS HOLDING CORPORATION
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
FISCAL 2009
(Dollars in thousands)

			Tops Holding Corporation			Tops Markets, LLC			Guarantor Subsidiary			Eliminations			Consolidated
Net cash (used in) provided by operating activities			$	(950	)	$	67,881		$	(118	)	$	—		$	66,813
Cash flows provided by (used in) investing activities:
	Cash paid for property and equipment			—			(28,080	)		—			—			(28,080	)
	Interest rate swap settlement			—			(5,613	)		—			—			(5,613	)
	Interest rate swap interest paid			—			(3,146	)		—			—			(3,146	)
	Change in intercompany receivable position			—			(950	)		118			832			—
	Dividend			105,000			—			—			(105,000	)		—
	Other			—			146			—			—			146
		Net cash provided by (used in) investing activities		105,000			(37,643	)		118			(104,168	)		(36,693	)
Cash flows provided by (used in) financing activities:
	Proceeds from long-term debt borrowings			—			270,474			—			—			270,474
	Repayments of long-term debt borrowings			—			(200,936	)		—			—			(200,936	)
	Dividend			(105,000	)		(105,000	)		—			105,000			(105,000	)
	Borrowings on ABL Facility			—			76,600			—			—			76,600
	Repayments on ABL Facility			—			(62,600	)		—			—			(62,600	)
	Deferred financing costs incurred			—			(12,011	)		—			—			(12,011	)
	Principal payments on capital leases			—			(7,287	)		—			—			(7,287	)
	Change in intercompany payable position			950			(118	)		—			(832	)		—
	Change in bank overdraft position			—			43			—			—			43
		Net cash used in financing activities		(104,050	)		(40,835	)		—			104,168			(40,717	)
Net decrease in cash and cash equivalents				—			(10,597	)		—			—			(10,597	)
Cash and cash equivalents—beginning of year				—			30,309			10			—			30,319
Cash and cash equivalents—end of year			$	—		$	19,712		$	10		$	—		$	19,722

F-57

TOPS HOLDING CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

20. GUARANTOR FINANCIAL STATEMENTS (Continued)

TOPS HOLDING CORPORATION
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
FISCAL 2008
(Dollars in thousands)

			Tops Holding Corporation			Tops Markets, LLC			Guarantor Subsidiary			Eliminations			Consolidated
Net cash (used in ) provided by operating activities			$	(950	)	$	76,552		$	5,465		$	—		$	81,067
Cash flows used in investing activities:
	Cash paid for property and equipment			—			(35,298	)		—			—			(35,298	)
	Purchase in Members' interest in Tops Markets, LLC			—			(20,639	)		—			—			(20,639	)
	Intercompany loan			—			—			(3,041	)		3,041			—
	Change in intercompany receivable position			—			(950	)		(2,424	)		3,374			—
	Investment in subsidiaries			—			(10	)		—			10			—
	Other			—			(300	)		—			—			(300	)
		Net cash used in investing activities		—			(57,197	)		(5,465	)		6,425			(56,237	)
Cash flows provided by (used in) financing activities:
	Proceeds from long-term debt borrowings			—			38,041			—			(3,041	)		35,000
	Repayments of long-term debt borrowings			—			(48,633	)		—			—			(48,633	)
	Deferred financing costs incurred			—			(4,871	)		—			—			(4,871	)
	Principal payments on capital leases			—			(6,434	)		—			—			(6,434	)
	Change in bank overdraft position			—			(3,499	)		—			—			(3,499	)
	Change in intercompany payable position			950			2,424			—			(3,374	)		—
	Capital contribution			—			—			10			(10	)		—
		Net cash provided by (used in) financing activities		950			(22,972	)		10			(6,425	)		(28,437	)
Net (decrease) increase in cash and cash equivalents				—			(3,617	)		10			—			(3,607	)
Cash and cash equivalents—beginning of year				—			33,926			—			—			33,926
Cash and cash equivalents—end of year			$	—		$	30,309		$	10		$	—		$	30,319

F-58

TOPS HOLDING CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

21. SUBSEQUENT EVENTS

        Effective January 27, 2010, Holding's Board of Directors increased the number of common stock shares that Holding has the authority to issue, from 200,000 shares to 300,000 shares.

        On January 29, 2010, the Company received $30.0 million of proceeds from the issuance of 44,776 shares of common stock to certain shareholders of Holding.

        Also effective January 29, 2010, the Company's ABL Facility was amended to increase the maximum borrowing capacity to $100.0 million.

        On January 29, 2010, the Company completed the Acquisition of substantially all assets and certain liabilities of Penn Traffic and its subsidiaries, including Penn Traffic's 79 stores, in exchange for cash consideration of $85.0 million. In addition to the cash consideration paid to Penn Traffic, the Company incurred an estimated $4.0 million of transaction costs, of which $1.1 million have been recorded in administrative expenses in the consolidated statement of operations for Fiscal 2009, with the remaining transaction costs to be recorded during Fiscal 2010. In connection with the Acquisition, the Company entered into arrangements with Penn Traffic and other parties, pursuant to which the Company has the ability to sell or liquidate certain of Penn Traffic's stores. As of April 14, 2010, the Company has retained 56 stores, of which 8 stores are still subject to FTC review. The remaining 23 stores have been, or are under contract to be, sold or liquidated.

        As a result of the preliminary allocation of the purchase price, the assets acquired and liabilities assumed from Penn Traffic were recorded at their respective fair values as of the acquisition date. As the values of certain assets and liabilities are preliminary in nature, such values are subject to adjustment as additional information is obtained, including valuation and physical counts of property and equipment and valuation of identifiable intangible assets. The valuations will be finalized within 12 months of the closing of the acquisition. As the valuations are finalized, any changes to the preliminary valuation of assets acquired or liabilities assumed may result in material adjustments to the fair value of property and equipment, identifiable intangible assets acquired, deferred income tax assets, pre-acquisition contingencies and goodwill.

        The following table summarizes the preliminary allocation of the purchase price to the assets acquired:

Assets acquired:
	Inventory	$	37,432
	Prepaid expenses		5,013
	Property and equipment		51,043
	Other assets		60
Total assets acquired			93,548
Liabilities assumed:
	Obligations under leasing arrangements		7,387
	Long-term debt		190
Total liabilities assumed			7,577
Gain on bargain purchase			(971	)
Acquisition price		$	85,000

F-59

TOPS HOLDING CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

21. SUBSEQUENT EVENTS (Continued)

        On February 12, 2010, the Company issued an additional $75.0 million of Senior Notes under the same terms of the October 2009 issuance. The Company received proceeds of $76.1 million from the additional Senior Notes issuance, including a $1.1 million original issue premium. The proceeds were used, in part, to repay in full short-term borrowings that were entered into in order to finance the Acquisition. The Company incurred an estimated $5.0 million of financing costs, primarily related to the additional Senior Notes issuance, which will be capitalized in other assets in the Company's consolidated balance sheet during Fiscal 2010.

22. QUARTERLY DATA (UNAUDITED)

Fiscal 2009	16-week period ended April 18, 2009			12-week period ended July 11, 2009			12-week period ended October 3, 2009			13-week period ended January 2, 2010
Net sales	$	505,758		$	392,187		$	373,216		$	424,447
Gross profit		145,068			110,692			105,334			115,318
Operating income		9,082			12,730			6,960			5,718
Income tax benefit (expense)(1)		720			(590	)		1,159			(6,674	)
Net (loss) income(2)		(2,940	)		2,413			(873	)		(24,293	)

Fiscal 2008	16-week period ended April 19, 2008			12-week period ended July 12, 2008			12-week period ended October 4, 2008			12-week period ended December 27, 2008
Net sales	$	512,508		$	402,044		$	391,701		$	393,979
Gross profit		140,918			107,511			107,032			116,039
Operating income		6,490			4,717			4,892			12,680
Income tax benefit		2,055			2,109			1,872			280
Net loss		(3,456	)		(3,735	)		(3,117	)		(536	)

(1)

The income tax expense for the 13-week period ended January 2, 2010 includes a $13.7 million dollar charge related to a net deferred tax assets valuation allowance.

(2)

The net income (loss) for the 12-week periods ended July 11, 2009 and October 3, 2009 include a gain (loss) on debt extinguishment of $0.5 million and $(7.3) million, respectively.

F-60

TOPS HOLDING CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

(Dollars in thousands, except share and per share amounts)

(Unaudited)

		April 24, 2010			January 2, 2010
Assets
Current assets:
	Cash and cash equivalents	$	22,136		$	19,722
	Accounts receivable, net		52,821			49,457
	Inventory, net		116,054			82,272
	Prepaid expenses		16,297			13,535
	Assets held for sale (Note 3)		5,722			—
	Income taxes refundable		760			760
	Current deferred tax assets		5,601			5,986
Total current assets			219,391			171,732
	Property and equipment, net		383,577			333,416
	Intangible assets, net (Note 4)		85,249			76,356
	Other assets (Note 5)		14,439			11,344
Total assets		$	702,656		$	592,848
Liabilities and Shareholders' Equity (Deficit)
Current liabilities:
	Accounts payable	$	70,278		$	68,462
	Accrued expenses and other current liabilities (Note 6)		68,799			68,334
	Current portion of capital lease obligations (Note 7)		9,855			8,186
	Current portion of long-term debt (Note 8)		383			362
	Liabilities held for sale (Note 3)		622			—
Total current liabilities			149,937			145,344
	Capital lease obligations (Note 7)		175,581			175,340
	Long-term debt (Note 8)		350,307			288,194
	Other long-term liabilities		17,824			16,785
	Non-current deferred tax liabilities		5,601			5,986
Total liabilities			699,250			631,649
Commitments (Note 13)
Shareholders' equity (deficit):
	Common shares ($0.001 par value; 300,000 authorized shares at April 24, 2010, 200,000 authorized shares at January 2, 2010, 144,776 shares issued & outstanding at April 24, 2010, 100,000 shares issued & outstanding at January 2, 2010)		—			—
	Additional paid-in capital (deficit)		26,861			(3,383	)
	Accumulated deficit		(23,590	)		(35,553	)
	Accumulated other comprehensive income, net of tax		135			135
Total shareholders' equity (deficit)			3,406			(38,801	)
Total liabilities and shareholders' equity (deficit)		$	702,656		$	592,848

See notes to unaudited condensed consolidated financial statements.

F-61

TOPS HOLDING CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Dollars in thousands)

(Unaudited)

			16-week periods ended
			April 24, 2010			April 18, 2009
Net sales			$	665,015		$	505,758
Cost of goods sold (excluding distribution costs)				(458,168	)		(350,316	)
Distribution costs				(13,088	)		(10,374	)
Gross profit				193,759			145,068
Operating expenses:
	Wages, salaries and benefits			(94,279	)		(68,652	)
	Selling and general expenses			(31,589	)		(23,669	)
	Administrative expenses (inclusive of stock-based compensation expense of $244 and $205)			(39,976	)		(20,369	)
	Rent expense			(6,050	)		(3,880	)
	Depreciation and amortization			(18,730	)		(15,912	)
	Advertising			(6,017	)		(3,504	)
		Total operating expenses		(196,641	)		(135,986	)
Operating (loss) income				(2,882	)		9,082
Gain on bargain purchase				20,921			—
Loss on debt extinguishment				(1,008	)		—
Interest expense, net				(18,410	)		(12,742	)
Loss before income tax benefit				(1,379	)		(3,660	)
Income tax benefit				13,342			720
Net income (loss)			$	11,963		$	(2,940	)

See notes to unaudited condensed consolidated financial statements.

F-62

TOPS HOLDING CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Dollars in thousands)

(Unaudited)

				16-week periods ended
				April 24, 2010			April 18, 2009
Cash flows (used in) provided by operating activities:
	Net income (loss)			$	11,963		$	(2,940	)
	Adjustments to reconcile net loss to net cash (used in) provided by operating activities:
		Gain on bargain purchase			(20,921	)		—
		Depreciation and amortization			22,567			19,377
		Deferred income taxes			(13,342	)		(720	)
		LIFO inventory valuation adjustments			(1,106	)		500
		Loss on debt extinguishment			1,008			—
		Amortization of deferred financing costs			679			370
		Stock-based compensation expense			244			205
		Change in fair value of interest rate swap			—			(293	)
		Interest rate swap interest paid			—			650
		Other			314			—
	Changes in operating assets and liabilities:
		Increase in accounts receivable			(1,364	)		(3,239	)
		(Increase) decrease in inventories			(1,028	)		1,297
		Increase in prepaid expenses			(601	)		(161	)
		Increase (decrease) in accounts payable			1,428			(2,525	)
		Decrease in accrued expenses and other current liabilities			(3,838	)		(10,407	)
		Increase in other long-term liabilities			411			1,955
			Net cash (used in) provided by operating activities		(3,586	)		4,069
Cash flows (used in) provided by investing activities:
	Acquisition of The Penn Traffic Company (Note 3)				(85,023	)		—
	Proceeds from sale of assets				14,919			—
	Cash paid for property and equipment				(8,779	)		(9,742	)
	Interest rate swap interest paid				—			(650	)
		Net cash used in investing activities			(78,883	)		(10,392	)
Cash flows provided by (used in) financing activities:
	Proceeds from long-term debt borrowings				112,125			—
	Repayment of long-term debt borrowings				(36,113	)		(6,550	)
	Borrowings on ABL Facility				58,100			—
	Repayments on ABL Facility				(72,100	)		—
	Proceeds from issuance of common stock				30,000			—
	Deferred financing costs incurred				(4,782	)		—
	Principal payments on capital leases				(2,670	)		(2,225	)
	Change in bank overdraft position				323			2,505
		Net cash provided by (used in) financing activities			84,883			(6,270	)
Net increase (decrease) in cash and cash equivalents					2,414			(12,593	)
Cash and cash equivalents—beginning of period					19,722			30,319
Cash and cash equivalents—end of period				$	22,136		$	17,726

See notes to unaudited condensed consolidated financial statements.

F-63

TOPS HOLDING CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1. DESCRIPTION OF THE COMPANY AND BASIS OF PRESENTATION

The Company

        Tops Holding Corporation ("Holding" or "Company") was incorporated on October 5, 2007 and commenced operations on December 1, 2007 with the sole purpose of owning and operating Tops Markets, LLC ("Tops Markets" or "Tops"), a wholly-owned subsidiary. Holding is owned by various funds affiliated with Morgan Stanley Private Equity, an affiliate of Morgan Stanley ("Morgan Stanley"), HSBC Private Equity Partners ("HSBC"), a minority investor and a company employee. Tops operates as a food retailer in Upstate New York and Northern Pennsylvania under the banner Tops.

        On January 29, 2010, the Company completed the acquisition (the "Acquisition") of substantially all assets and certain liabilities of The Penn Traffic Company ("Penn Traffic") and its subsidiaries, including Penn Traffic's 79 retail supermarkets, in exchange for cash consideration of $85.0 million. These supermarkets now operate under the banners of Tops, P&C, Quality Markets and Bi-Lo in Upstate New York and Northern Pennsylvania. As of June 23, 2010, the Company has retained 55 supermarkets, of which 7 supermarkets remain subject to Federal Trade Commission ("FTC") review. The Company is currently unable to forecast the timing and ultimate decisions of the FTC and the impact that it will have on the Company's future results. The remaining 24 supermarkets have been or are scheduled to be closed, sold or liquidated. The Company currently operates 126 corporate retail supermarkets with an additional five franchise supermarkets.

Accounting Policies

        The summary of significant accounting policies is included in Note 1 to the audited consolidated financial statements of Tops Holding Corporation for the fiscal year ended January 2, 2010.

Basis of Presentation and Principles of Consolidation

        The accompanying condensed consolidated financial statements are unaudited and have been prepared by the Company's management in accordance with accounting principles generally accepted in the United States of America ("GAAP") for interim financial information and accounting policies consistent, in all material respects, with those applied in preparing the Company's audited consolidated financial statements for the fiscal year ended January 2, 2010. In the opinion of management, these interim financial statements reflect all adjustments, including normal recurring adjustments, management considers necessary for the fair presentation of the Company's financial position, operating results and cash flows for the interim periods presented. All intercompany transactions have been eliminated. The condensed consolidated balance sheet as of January 2, 2010 has been derived from the audited consolidated balance sheet as of that date. These condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and related notes. The accompanying condensed consolidated financial statements present results for the 16-week periods ended April 24, 2010 and April 18, 2009. These results are not necessarily indicative of the results that may be achieved for the 52-week period ending January 1, 2011, or any other period. The Company has evaluated all subsequent events through the release of these condensed consolidated financial statements on June 23, 2010. No subsequent events were noted, other than the sale of five supermarkets described in Note 3.

        During the 16-week period ended April 18, 2009, the Company recorded a correction of an error related to the understatement of the liability for its Supplemental Executive Retirement Plans ("SERP"). The adjustment resulted in an increase to the liability of approximately $3.2 million. The liability for the SERP was assumed on the acquisition date of Tops Markets by Holding. As such, the

F-64

TOPS HOLDING CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

1. DESCRIPTION OF THE COMPANY AND BASIS OF PRESENTATION (Continued)

offsetting entry was to decrease the amount of negative goodwill (increase the Company's long-lived assets) acquired by the Company. The Company recorded additional depreciation, amortization and pension expense of $0.2 million, $0.1 million and $0.2 million, respectively, which represents the total incremental amount of expense that should have been recorded in the Fiscal 2007 Successor Period and Fiscal 2008 had the liability been recorded correctly on the acquisition date. The Company evaluated the materiality of this adjustment and determined that it was immaterial to all periods presented.

Segments

        The Company operates 126 corporate retail supermarkets with an additional five franchise supermarkets, which offer grocery, produce, frozen, dairy, meat, floral, seafood, health and beauty care, general merchandise, deli and bakery goods. Across all 126 retail supermarkets, the Company operates one store format where each supermarket offers the same general mix of products with similar pricing to similar categories of customers. The Company has concluded that each individual supermarket is an operating segment. The Company intends to convert the acquired and retained Penn Traffic supermarkets to the Tops banner, including the conversion of substantially all retained supermarkets by the conclusion of Fiscal 2010. As of April 24, 2010, 80 of the supermarkets offer pharmacy services and 34 fuel centers were in operation, inclusive of the franchise locations. The Company's retail operations, which represent substantially all of the Company's consolidated sales, earnings and total assets, are its only reportable segment.

        These 126 operating segments have been aggregated into one reportable segment because, in the Company's judgment, the operating segments have similar historical economic characteristics and are expected to have similar economic characteristics and long-term financial performance in the future. The principal measures and factors we considered in determining whether the economic characteristics are similar are gross margin percentage, capital expenditures, competitive risks and employee labor agreements. In addition, each operating segment has similar products and types of customers, similar methods of distribution and a similar regulatory environment.

        The following table presents net sales by type of similar product (dollars in thousands):

	16-week period ended April 24, 2010					16-week period ended April 18, 2009
	Amount		% of Total			Amount		% of Total
Non-perishables(1)	$	387,614		58.3	%	$	293,662		58.1	%
Perishables(2)		175,911		26.5	%		130,696		25.8	%
Pharmacy		56,015		8.4	%		49,245		9.7	%
Fuel		41,048		6.2	%		28,091		5.6	%
Other(3)		4,427		0.6	%		4,064		0.8	%
	$	665,015		100.0	%	$	505,758		100.0	%

(1)

Non-perishables consist of grocery, dairy, frozen, general merchandise, health and beauty care and other non-perishable related products.

(2)

Perishables consist of produce, meat, seafood, bakery, deli, floral, prepared foods and other perishable related products.

(3)

Other primarily consists of franchise income and service commission income, such as lottery, money orders and money transfers.

F-65

TOPS HOLDING CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

1. DESCRIPTION OF THE COMPANY AND BASIS OF PRESENTATION (Continued)

Use of Estimates

        The preparation of the condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the Company's condensed consolidated financial statements and notes thereto. The most significant estimates used by management are related to the accounting for vendor allowances, valuation of long-lived assets, lease classification, self-insurance reserves, inventory valuation and income taxes. Actual results could differ from these estimates.

Fair Value of Financial Instruments

        The provisions of ASC 820, "Fair Value Measurements and Disclosures," establishes a framework for measuring fair value and a hierarchy that categorizes and prioritizes the sources to be used to estimate fair value as follows:

        Level 1—observable inputs such as quoted prices in active markets;

        Level 2—inputs include quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability (interest rates, yield curves, etc.), and inputs that are derived principally from or corroborated by observable market data by correlation or other means (market corroborated inputs); and

        Level 3—unobservable inputs that reflect the Company's determination of assumptions that market participants would use in pricing the asset or liability. These inputs are developed based on the best information available, including the Company's own data.

        The fair value of the Company's Senior Notes is based on quoted market prices. At April 24, 2010, the fair value of total debt excluding capital leases was $372.2 million, compared to a carrying value of $350.7 million. At January 2, 2010, the fair value of total debt excluding capital leases was $300.2 million, compared to a carrying value of $288.6 million.

2. RECENT ACCOUNTING PRONOUNCEMENTS

        In January 2010, the Financial Accounting Standards Board ("FASB") issued an amendment to the standards of accounting for fair value measurements and disclosures. This amendment requires expanded disclosures about the different classes of assets and liabilities measured at fair value, the transfers between Level 1 and Level 2 fair value measurement categories and the valuation techniques and inputs used to determine the fair value of assets and liabilities classified in Level 2 and 3 measurement categories. The guidance was effective for interim and annual reporting periods ending after December 15, 2009. The adoption of this amendment during the 16-week period ended April 24, 2010 did not have an effect on the Company's consolidated financial condition, results of operations or cash flows.

3. BUSINESS ACQUISITION

        On January 29, 2010, the Company completed the acquisition of substantially all assets and certain liabilities of Penn Traffic and its subsidiaries, including Penn Traffic's 79 retail supermarkets. In addition to the cash consideration of $85.0 million paid to Penn Traffic, the Company incurred $6.6 million of transaction costs, of which $5.5 million have been recorded in administrative expenses in the

F-66

TOPS HOLDING CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

3. BUSINESS ACQUISITION (Continued)

consolidated statement of operations for the 16-week period ended April 24, 2010. The remaining transaction costs were recorded during Fiscal 2009. The Acquisition is accounted for under the acquisition method of accounting in accordance with Accounting Standards Codification ("ASC") 805, Business Combinations.

        During the 16-week period ended April 24, 2010, the Company liquidated and closed 12 supermarkets and sold an additional six supermarkets and certain other acquired assets to third parties for $16.6 million, of which $14.6 million was received during the 16-week period ended April 24, 2010. Effective May 3, 2010, the Company sold an additional five supermarkets to a third party for $4.7 million. The related assets and liabilities included in the May 3, 2010 sale have been classified as assets held for sale and liabilities held for sale, respectively, in the consolidated balance sheet as of April 24, 2010. No gain or loss was recognized by the Company related to these sales transactions. Net sales for the 24 stores which have been or are scheduled to be closed, sold or liquidated were $33.0 million during the 16-week period ended April 24, 2010.

        The Company believes the Acquisition creates significant strategic value due to the complementary nature of our supermarket bases and those of Penn Traffic. The Acquisition presented a significant opportunity for us to acquire a large number of supermarkets in a single transaction with minimal incremental general and administrative expenses.

        As a result of the preliminary allocation of the purchase price, the assets acquired and liabilities assumed from Penn Traffic were recorded at their respective fair values as of the acquisition date. Due to the size and timing of the Acquisition, the preliminary allocation of the purchase price included in the current period balance sheet is based on management's best estimates of fair value as of June 23, 2010 and is subject to adjustments. The valuations will be finalized within 12 months of the closing of the Acquisition. As the valuations are finalized, any changes to the preliminary valuation of assets acquired or liabilities assumed may result in material adjustments to the fair value of property and equipment, inventory and identifiable intangible assets acquired and will be adjusted retrospectively.

        The fair values of buildings, personal property and site improvements, all of which are included in property and equipment below, were determined using the cost approach. The fair value of land was determined using the market approach. The fair values of intangible assets were primarily determined using the income approach which, for the tradenames, is based upon a present value of the economic royalty savings associated with the tradenames and revenue projections attributed to the tradenames. For the customer relationships, the fair value is based upon an excess earnings approach which is equal to the present value of incremental after-tax cash flows. The amortization period is six to seven years and 11 to 14 years for the tradenames and customer relationships, respectively. Tradenames are being amortized on straight-line basis, while the customer relationships are being amortized on an accelerated basis based upon the level of expected attrition.

F-67

TOPS HOLDING CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

3. BUSINESS ACQUISITION (Continued)

        The following table summarizes the preliminary allocation of the purchase price to the assets acquired and liabilities assumed (dollars in thousands):

Assets acquired:
	Inventory	$	32,792
	Prepaid expenses		2,354
	Property and equipment		63,878
	Favorable/unfavorable lease rights		6,589
	Tradenames		4,200
	Customer relationships		1,100
	Assets held for sale		22,791
Total assets acquired			133,704
Liabilities assumed:
	Accrued expenses and other current liabilities		5,891
	Liabilities held for sale		1,585
	Deferred tax liability		13,717
	Other long-term liabilities		253
	Capital lease obligations		6,314
Total liabilities assumed			27,760
Gain on bargain purchase			(20,921	)
Acquisition price		$	85,023

        The difference between the book basis and tax basis of the net assets acquired resulted in a deferred tax liability of $13.7 million. The excess of net assets acquired over the purchase price of $20.9 million has been recognized as a gain in the consolidated statement of operations for the 16-week period ended April 24, 2010. This bargain purchase gain was attributable to the distressed status of Penn Traffic due to historical operating results, which led to a November 2009 bankruptcy filing.

Unaudited Pro Forma Financial Information

        The following table summarizes the Company's unaudited pro forma operating results for the 16-week periods ended April 24, 2010 and April 18, 2009 (dollars in thousands):

	16-week periods ended
	April 24, 2010			April 18, 2009
Net sales	$	675,255		$	646,566
Operating (loss) income		(512	)		1,246
Net loss		(17,406	)		(14,829	)

F-68

TOPS HOLDING CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

3. BUSINESS ACQUISITION (Continued)

        This pro forma financial information is not intended to represent or be indicative of what would have occurred if the transactions had taken place prior to the periods presented and should not be taken as representative of the Company's future consolidated results of operations. This pro forma financial information does not contemplate the cost savings expected to be realized from the achievement of certain synergies, including, without limitation, purchasing savings by leveraging Tops' relationships with its suppliers, and the reduction of duplicative selling, general and administrative expenses. This financial information includes pro forma results to give effect to the Acquisition, including only the 55 stores that have been retained by the Company, as well as the October 2009 and February 2010 refinancing activities, as if they had occurred on December 28, 2008. Net sales and operating income related to the retained Penn Traffic stores was $116.9 million and $5.2 million, respectively, during the 16-week period ended April 24, 2010.

4. INTANGIBLE ASSETS, NET

        Intangible assets, net of accumulated amortization, are comprised of the following (dollars in thousands):

April 24, 2010	Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount		Weighted Average Amortization Period
Acquired Penn Traffic Intangible Assets:
Favorable/unfavorable lease rights	$	6,589	$	(127	)	$	6,462	12.0
Tradenames		4,200		(194	)		4,006	6.0
Customer relationships		1,100		(85	)		1,015	12.0
Other Intangible Assets:
Tradename		41,011		—			41,011	Indefinite life
Customer relationships		26,051		(11,438	)		14,613	8.0
Favorable/unfavorable lease rights		14,369		(5,481	)		8,888	9.3
Franchise agreements		11,538		(2,519	)		9,019	11.0
Other		407		(172	)		235	4.0
	$	105,265	$	(20,016	)	$	85,249	9.0

January 2, 2010	Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount
Tradename	$	41,011	$	—		$	41,011
Customer relationships		26,051		(9,880	)		16,171
Favorable/unfavorable lease rights		14,369		(4,800	)		9,569
Franchise agreements		11,538		(2,196	)		9,342
Other		407		(144	)		263
	$	93,376	$	(17,020	)	$	76,356

F-69

TOPS HOLDING CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

4. INTANGIBLE ASSETS, NET (Continued)

        Indefinite-lived intangible assets are reviewed for impairment annually or more frequently if impairment indicators arise. Based on the Company's assessment, no impairment indicators were present during the 16-week periods ended April 24, 2010 and April 18, 2009.

        In the 16-week periods ended April 24, 2010 and April 18, 2009, amortization expense was approximately $3.0 million and $2.0 million, respectively, and is included in depreciation and amortization expense in the condensed consolidated statements of operations.

        As of April 24, 2010, expected future amortization of intangible assets is as follows (dollars in thousands):

2010 (remaining period)	$	7,010
2011		8,243
2012		6,722
2013		5,977
2014		5,377
Thereafter		10,909

5. OTHER ASSETS

        Effective October 9, 2009, the Company issued $275.0 million of 10.125% Senior Secured Notes (the "Senior Notes") due in 2015, and entered into a $70.0 million asset based lending facility (the "ABL Facility") (see Note 8). The proceeds from the Senior Notes and the ABL Facility were utilized to repay the outstanding debt related to the Company's previous first lien credit agreement and warehouse mortgage, pay a dividend to the Company's owners, settle the Company's outstanding interest rate swap arrangement, and pay fees and expenses related to the financing transactions. Costs associated with the Senior Notes of $9.9 million were capitalized and are being amortized over the term of the agreement using the effective interest method. Costs associated with the ABL Facility of $1.8 million were capitalized and are being amortized on a straight-line basis over the term of the agreement.

        On January 29, 2010, the Company entered into a $25.0 million bridge loan facility (the "Bridge Loan") with Morgan Stanley Senior Funding, Inc., and Banc of America Bridge LLC. Additionally, the Company's ABL Facility was amended on January 29, 2010 to increase its borrowing capacity by up to $41.0 million, consisting of an increase in the amount available under the revolving credit facility of $30.0 million and a new term loan facility (the "Term Loan") of $11.0 million. Costs associated with the Bridge Loan and Term Loan of $0.7 million and $0.4 million, respectively, were initially capitalized and were being amortized over the terms of the agreements using the effective interest method. As the Bridge Loan and Term Loan were both repaid in full on February 12, 2010, unamortized costs of $0.7 million and $0.3 million, respectively, have been recorded as a loss on debt extinguishment in the 16-week period ended April 24, 2010. Costs associated with the $30.0 million increase in the revolving ABL Facility of $0.7 million were capitalized and are being amortized on a straight-line basis over the term of the agreement.

        On February 12, 2010, the Company issued an additional $75.0 million of Senior Notes under the same terms of the October 9, 2009 issuance. Costs associated with the additional Senior Notes of $3.0 million were capitalized and are being amortized over the term of the agreement using the effective interest method.

F-70

TOPS HOLDING CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

5. OTHER ASSETS (Continued)

        Amortization of deferred financing costs is included in interest expense in the consolidated statements of operations and amounted to $0.7 million and $0.4 million for the 16-week periods ended April 24, 2010 and April 18, 2009, respectively. At April 24, 2010, other assets include deferred financing costs, net of accumulated amortization of $1.1 million, totaling $14.4 million. At January 2, 2010, other assets include deferred financing costs, net of accumulated amortization of $0.4 million, totaling $11.3 million.

6. ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

        Accrued expenses and other current liabilities are comprised of the following (dollars in thousands):

	April 24, 2010		January 2, 2010
Wages, taxes and benefits	$	13,735	$	15,813
Lottery		10,502		7,565
Vacation		4,591		4,873
Union medical, pension and 401(k)		3,833		3,029
Sales and use tax		3,411		1,117
Money orders		2,917		4,855
Utilities		2,908		2,378
Gift cards		2,463		3,685
Property and equipment expenditures		1,850		2,349
Self-insurance reserves		1,406		1,406
Interest payable		1,274		6,936
Repairs and maintenance		1,256		984
Financed insurance policies		1,222		2,220
Real estate taxes		1,055		901
Retirement obligations		879		879
Advertising		604		874
Other		14,893		8,470
	$	68,799	$	68,334

7. LEASES

        The Company has a number of leases in effect for supermarket properties and equipment. The initial lease terms generally range up to twenty-five years and will expire at various times through 2026, with options to renew for additional periods. The majority of the supermarket leases provide for base rental, plus real estate taxes, insurance, common area maintenance and other operating expenses applicable to the leased premises. Some leases contain escalation clauses for future rents and contingent rents based on sales volumes.

        The Company incurred rental expense related to operating leases recorded in rent expense of $7.3 million and $4.9 million, net of sublease rental income of $1.1 million and $1.0 million, for the 16-week periods ended April 24, 2010 and April 18, 2009, respectively. In addition, the Company incurred rental expense related to equipment and office rent recorded in selling, general and

F-71

TOPS HOLDING CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

7. LEASES (Continued)

administrative expenses of approximately $0.8 million and $0.7 million in the 16-week periods ended April 24, 2010 and April 18, 2009, respectively.

8. DEBT

        Long-term debt is comprised of the following (dollars in thousands):

		April 24, 2010			January 2, 2010
Senior Secured Notes		$	350,000		$	275,000
Discount on Senior Secured Notes, net			(3,152	)		(4,399	)
ABL Facility			—			14,000
Other loans			2,514			2,565
Mortgage note payable			1,328			1,390
	Total debt		350,690			288,556
Current portion			(383	)		(362	)
	Total long-term debt	$	350,307		$	288,194

        On October 9, 2009, the Company issued $275.0 million of Senior Notes, bearing interest of 10.125%. The Company received proceeds from the Senior Notes issuance, net of a $4.5 million original issue discount, of $270.5 million. The Senior Notes mature October 15, 2015 and require semi-annual interest payments beginning April 15, 2010. The Senior Notes are collateralized by (i) first-priority interests, subject to certain exceptions, in the Company's warehouse distribution facility in Lancaster, New York, certain owned real property acquired by the Company, Tops Markets and the guarantors, Tops PT, LLC and Tops Gift Card Company, LLC, following the issue date of the Senior Notes, intellectual property, equipment, stock of subsidiaries and substantially all other assets of the Company, Tops Markets and the guarantors (other than leasehold interests in real property), other than assets securing the ABL Facility (as defined below) on a first priority basis (collectively, the "Notes Priority Collateral"), and (ii) second-priority interests, subject to certain exceptions and permitted liens, in the assets of the Company, Tops Markets and the guarantors that secure the ABL Facility on a first-priority basis, including present and future receivables, inventory, prescription lists, deposit accounts and certain related rights and proceeds relating thereto (collectively, the "ABL Priority Collateral").

        Also effective October 9, 2009, the Company entered into a revolving ABL Facility that expires on October 9, 2013. The ABL Facility allowed a maximum borrowing capacity of $70.0 million, including a sub-limit for the issuance of letters of credit, subject to a borrowing base calculation. The Company's ABL Facility was amended on January 29, 2010 to increase its borrowing capacity by up to $41.0 million, consisting of an increase in the amount available under the revolving credit facility of $30.0 million and a new Term Loan of $11.0 million, in each case subject to a borrowing base calculation. The Term Loan was repaid in full with the proceeds from the $75.0 million of Senior Notes issued on February 12, 2010. As of April 24, 2010, the unused commitment under the ABL Facility was $88.3 million, after giving effect to $11.7 million of letters of credit outstanding thereunder. Revolving loans under the ABL Facility will, at the Company's option, bear interest at either i) LIBOR plus a margin of 350 to 400 basis points, determined based on levels of borrowing availability, or ii) the prime rate plus a margin of 250 to 300 basis points, determined based on levels of borrowing availability. The ABL Facility is collateralized primarily by (i) first-priority interests, subject to certain exceptions, in the

F-72

TOPS HOLDING CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

8. DEBT (Continued)

ABL Priority Collateral and (ii) second-priority interests, subject to certain exceptions, in the Notes Priority Collateral.

        On January 29, 2010, the Company entered into a $25.0 million Bridge Loan with Morgan Stanley Senior Funding, Inc. and Banc of America Bridge LLC. The Bridge Loan was repaid in full with the proceeds from the $75.0 million of Senior Notes on February 12, 2010.

        On February 12, 2010, the Company issued an additional $75.0 million of Senior Notes on the same terms as the October 2009 issuance. The Company received proceeds of $76.1 million from the additional Senior Notes issuance, including a $1.1 million original issue premium. The Company has incurred $3.7 million of financing costs, primarily related to the additional Senior Notes issuance, which are capitalized in other assets in the Company's consolidated balance sheet.

        The Senior Notes and ABL Facility contain customary affirmative and negative covenants, including restrictions on indebtedness, liens, type of business, acquisitions, investments, sale or transfer of assets, payment of dividends, transactions involving affiliates, change in control and other matters customarily restricted in such agreements. Failure to meet any of these covenants would be an event of default. As of April 24, 2010, the Company was in compliance with all such covenants.

9. DERIVATIVE INSTRUMENTS

        In order to reduce the Company's exposure to fluctuations in interest rates, Holding entered into an interest rate swap agreement effective December 28, 2007. This agreement was intended to convert a portion of the Company's floating-rate debt to fixed-rate debt. Such agreement involved the exchange of fixed-rate and floating-rate payments over the life of the agreement without the exchange of the underlying principal amounts.

        In accordance with the provisions of ASC 815, "Derivatives and Hedging," through November 16, 2008, the Company had designated and accounted for its interest rate swap agreement as a cash flow hedge. On November 17, 2008, the Company calculated its effectiveness test and determined that the interest rate swap was no longer highly effective. As a result, the Company discontinued the use of hedge accounting. Subsequent to the discontinuance of hedge accounting, this agreement was marked-to-market and the change in the fair value of the interest rate swap subsequent to November 17, 2008 was recorded within interest expense in the Company's consolidated statements of operations. The interest rate swap was settled during October 2009.

        During the 16-week period ended April 18, 2009, the decrease in the fair value of the interest rate swap of $0.3 million was recorded as a decrease to interest expense. The pre-tax amount previously recognized in AOCI, totaling $5.2 million at November 17, 2008, was amortized as an increase to interest expense over the remaining term of the interest rate swap agreement. Such amortization recognized during the 16-week period ended April 18, 2009 was $0.6 million.

F-73

TOPS HOLDING CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

10. INCOME TAXES

        The income tax benefit for the 16-week periods ended April 24, 2010 and April 18, 2009, respectively, was comprised of the following (dollars in thousands):

	April 24, 2010		April 18, 2009
Current	$	—	$	—
Deferred		13,342		720
	$	13,342	$	720

        The income tax benefit for the 16-week period ended April 24, 2010 of $13.3 million was primarily attributable to the reversal of $13.7 million of the valuation allowance that was established in Fiscal 2009. The reversal of the valuation allowance was the result of the recognition of a deferred tax liability that resulted from the bargain purchase gain associated with the Penn Traffic acquisition. The timing of taxable income resulting from the amortization of the gain for tax purposes provides sufficient future taxable income to support the future deductibility of the Company's deferred tax assets. The overall effective rate for the 16-week period ended April 24, 2010 was (967.5)%. The effective tax rate would have been 27.2% without the impact of adjustments to the valuation allowance. The income tax benefit for the 16-week period ended April 18, 2009 of $0.7 million was primary attributable to the pre-tax loss and the impact of permanent tax items. The overall effective rate for the 16-week period ended April 18, 2009 was 19.7%.

        The Company files U.S. federal income tax returns and income tax returns in various state jurisdictions. The Company's U.S. federal income tax returns for tax years 2007 and 2008 are currently under examination by the Internal Revenue Service ("IRS"). State returns remain subject to examination for tax years 2007 and beyond depending on each state's statute of limitation.

11. SHAREHOLDERS' EQUITY (DEFICIT)

        Effective January 27, 2010, Holding's Board of Directors increased the number of common stock shares that Holding has the authority to issue from 200,000 shares to 300,000 shares. On January 29, 2010, the Company received $30.0 million of proceeds from the issuance of 44,776 shares of common stock to certain shareholders of Holding.

        Comprehensive income (loss), net of related tax effects, consists of the following (dollars in thousands):

				16-week periods ended
				April 24, 2010		April 18, 2009
Net income (loss)				$	11,963	$	(2,940	)
	Other comprehensive income
		Reclassification adjustment on interest rate swap			—		336
		Total other comprehensive income			—		336
			Total comprehensive income (loss)	$	11,963	$	(2,604	)

F-74

TOPS HOLDING CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

12. RETIREMENT PLANS

        The Company contributes to various multi-employer pension plans under collective bargaining agreements and provides certain health care benefits to eligible retirees and their dependents. In the 16-week periods ended April 24, 2010 and April 18, 2009, the Company made contributions to multi-employer pension plans of $2.4 million and $1.9 million, respectively. Included in contributions for the 16-week period ended April 24, 2010 is $0.3 million attributable to employees of the acquired Penn Traffic stores.

13. COMMITMENTS

        In November 2009, the Company entered into a supply contract with C&S Wholesale Grocers, Inc. ("C&S") whereby C&S provides warehousing, logistics, procurement and purchasing services in support of the majority of the Company's supply chain. The agreement expires on September 24, 2016. The agreement provides that the actual costs of performing the services shall be reimbursed to C&S on an "open-book" or "cost-plus" basis, whereby the parties will negotiate annual budgets that will be reconciled against actual costs on a periodic basis. The parties will also annually negotiate services specifications and performance standards that will govern warehouse operations. The agreement defines the parties' respective responsibilities for the procurement and purchase of merchandise intended for use or resale at the Company's supermarkets, as well as the parties' respective remuneration for warehousing and procurement/purchasing activities. In consideration for the services it provides under the agreement, C&S will be paid an annual fee and will have incentive income opportunities based upon Tops' cost savings and increases in retail sales volume.

        In February 2008, the Company entered into a three-year supply contract with McKesson Corporation ("McKesson") for the supply of substantially all prescription drugs and other health and beauty care products requirements. The Company is required to purchase a minimum of $360.0 million of product during the contract term. Tops purchased approximately $46.8 million and $40.4 million of product from McKesson during the 16-week periods ended April 24, 2010 and April 18, 2009, respectively.

        In May 2008, the Company entered into an outsourcing agreement with Electronic Data Systems Corporation ("EDS"), expiring in February 2013, to provide a wide range of information systems services. Under the agreement, EDS provides data center operations, mainframe processing, business applications and systems development to enhance the Company's customer service and efficiency. The charges under this agreement are based upon the services requested at predetermined rates.

        The costs of these future purchase commitments are not reflected in the Company's condensed consolidated balance sheets.

14. RELATED PARTY TRANSACTIONS

        Effective November 30, 2007, Holding entered into a Transaction and Monitoring Fee Agreement with an affiliate of Morgan Stanley and HSBC. In consideration of certain services provided to Holding under this agreement, Holding pays an annual monitoring fee of $0.8 million to Morgan Stanley's parent and $0.2 million to HSBC, payable on a quarterly basis. For each of the 16-week periods ended April 24, 2010 and April 18, 2009, the Company paid $0.2 million. These fees are included in administrative expenses in the condensed consolidated statements of operations.

F-75

TOPS HOLDING CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

14. RELATED PARTY TRANSACTIONS (Continued)

        Tops Markets made a five-year loan to an executive for $245,000 in connection with the executive's relocation. During March 2010, the loan balance and related accrued interest was forgiven upon approval by the Company's Board of Directors. Additionally, Tops will reimburse the executive for the personal tax impact of the loan forgiveness. This loan forgiveness is included in administrative expenses in the condensed consolidated statement of operations for the sixteen-week period ended April 24, 2010.

15. GUARANTOR FINANCIAL STATEMENTS

        The obligations of Holding and Tops Markets under the Senior Notes (the "Guaranteed Notes") are jointly and severally, fully and unconditionally guaranteed by Tops Gift Card Company, LLC as of January 2, 2010 and both Tops Gift Card Company, LLC and Tops PT, LLC ("Guarantor Subsidiaries"), as of April 24, 2010, both of which are wholly-owned subsidiaries of Tops Markets. Tops Gift Card Company, LLC was established in October 2008, while Tops PT, LLC was established in January 2010. Tops Markets is a joint issuer of the notes and 100% owned by Holding. Separate financial statements of Holding, Tops Markets and of the Guarantor Subsidiaries are not presented because the guarantees are full and unconditional and the Guarantor Subsidiaries are jointly and severally liable. The Company believes that separate financial statements and other disclosures concerning the Guarantor Subsidiaries would not be material to investors.

        The following supplemental financial information sets forth on a condensed consolidating basis, the balance sheets as of April 24, 2010 and January 2, 2010 for Holding, Tops Markets, the Guarantor Subsidiaries and for the Company and the related statements of operations and statements of cash flows for the 16-week periods ended April 24, 2010 and April 18, 2009.

        The Company provides some administrative support to its subsidiaries related to executive management, information systems and certain accounting, legal and other administrative functions. For purposes of the guarantor financial statements, the Company allocates such corporate costs on a specific identification basis, where applicable, or based on revenues or the number of employees for each subsidiary. Management believes that these allocations are reasonable based on the nature of costs incurred.

        For purposes of the guarantor financial statements, the Company and its subsidiaries determine the applicable tax provision for each entity, generally using the separate return method. Under this method, current and deferred taxes are allocated to each reporting entity as if it were to file a separate tax return. The rules followed by the reporting entity in computing its tax obligation or refund, including the effects of the alternative minimum tax, would be the same as those followed in filing a separate return with the Internal Revenue Service. However, for purposes of evaluating an entity's ability to realize its tax attributes, the Company assesses whether it is more likely than not that those assets will be realized at the consolidated level. Any differences in the total of the income tax provision for Holding, Tops Markets and the Guarantor Subsidiaries, as calculated on the separate return method, and the consolidated income tax provision, are eliminated in consolidation.

F-76

TOPS HOLDING CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

15. GUARANTOR FINANCIAL STATEMENTS (Continued)

TOPS HOLDING CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEET
AS OF APRIL 24, 2010
(Dollars in thousands)

		Tops Holding Corporation			Tops Markets, LLC			Guarantor Subsidiaries		Eliminations			Consolidated
Assets
Current assets:
	Cash and cash equivalents	$	—		$	21,473		$	663	$	—		$	22,136
	Accounts receivable, net		—			37,998			14,823		—			52,821
	Intercompany receivables		—			2,138			28,454		(30,592	)		—
	Inventories		—			83,379			32,675		—			116,054
	Prepaid expenses		—			13,541			2,756		—			16,297
	Assets held for sale		—			—			5,722		—			5,722
	Income taxes refundable		—			760			—		—			760
	Current deferred tax assets		15,679			—			—		(10,078	)		5,601
Total current assets			15,679			159,289			85,093		(40,670	)		219,391
	Property and equipment, net		—			321,370			62,207		—			383,577
	Intangible assets, net		—			73,765			11,484		—			85,249
	Other assets		—			14,439			3,041		(3,041	)		14,439
	Investment in subsidiaries		(10,135	)		108,936			—		(98,801	)		—
Total assets		$	5,544		$	677,799		$	161,825	$	(142,512	)	$	702,656
Liabilities and Shareholders' Equity (Deficit)
Current liabilities:
	Accounts payable	$	—		$	48,510		$	21,768	$	—		$	70,278
	Intercompany payables		2,138			28,454			—		(30,592	)		—
	Accrued expenses and other current liabilities		—			52,786			16,757		(744	)		68,799
	Current portion of capital lease obligations		—			8,703			1,152		—			9,855
	Current portion of long-term debt		—			383			—		—			383
	Liabilities held for sale		—			—			622		—			622
	Current deferred tax liabilities		—			9,327			—		(9,327	)		—
Total current liabilities			2,138			148,163			40,299		(40,663	)		149,937
	Capital lease obligations		—			172,804			2,777		—			175,581
	Long-term debt		—			353,348			—		(3,041	)		350,307
	Other long-term liabilities		—			15,549			2,275		—			17,824
	Non-current deferred tax liabilities		—			5,601			—		—			5,601
Total liabilities			2,138			695,465			45,351		(43,704	)		699,250
Total shareholders' equity (deficit)			3,406			(17,666	)		116,474		(98,808	)		3,406
Total liabilities and shareholders' equity (deficit)		$	5,544		$	677,799		$	161,825	$	(142,512	)	$	702,656

F-77

TOPS HOLDING CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

15. GUARANTOR FINANCIAL STATEMENTS (Continued)

TOPS HOLDING CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEET
AS OF JANUARY 2, 2010
(Dollars in thousands)

		Tops Holding Corporation			Tops Markets, LLC			Guarantor Subsidiary		Eliminations			Consolidated
Assets
Current assets:
	Cash and cash equivalents	$	—		$	19,712		$	10	$	—		$	19,722
	Accounts receivable, net		—			49,457			—		—			49,457
	Intercompany receivables					1,900			2,306		(4,206	)		—
	Inventories		—			82,272			—		—			82,272
	Prepaid expenses		—			13,535			—		—			13,535
	Income taxes refundable		—			760			—		—			760
	Current deferred tax assets		751			5,805			—		(570	)		5,986
Total current assets			751			173,441			2,316		(4,776	)		171,732
	Property and equipment, net		—			333,416			—		—			333,416
	Intangible assets, net		—			76,356			—		—			76,356
	Other assets		—			11,344			3,041		(3,041	)		11,344
	Investment in subsidiaries		(37,652	)		1,145			—		36,507			—
Total assets		$	(36,901	)	$	595,702		$	5,357	$	28,690		$	592,848
Liabilities and Shareholders' (Deficit) Equity
Current liabilities:
	Accounts payable	$	—		$	68,462		$	—	$	—		$	68,462
	Intercompany payables		1,900			2,306			—		(4,206	)		—
	Accrued expenses and other current liabilities		—			64,866			4,212		(744	)		68,334
	Current portion of long-term debt and capital lease obligations		—			8,548			—		—			8,548
Total current liabilities			1,900			144,182			4,212		(4,950	)		145,344
	Capital lease obligations		—			175,340			—		—			175,340
	Long-term debt		—			291,235			—		(3,041	)		288,194
	Other long-term liabilities		—			16,785			—		—			16,785
	Noncurrent deferred tax liabilities		—			5,986			—		—			5,986
Total liabilities			1,900			633,528			4,212		(7,991	)		631,649
Total shareholders' (deficit) equity			(38,801	)		(37,826	)		1,145		36,681			(38,801	)
Total liabilities and shareholders' (deficit) equity		$	(36,901	)	$	595,702		$	5,357	$	28,690		$	592,848

F-78

TOPS HOLDING CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

15. GUARANTOR FINANCIAL STATEMENTS (Continued)

TOPS HOLDING CORPORATION
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE 16-WEEK PERIOD ENDED APRIL 24, 2010
(Dollars in thousands)

		Tops Holding Corporation			Tops Markets, LLC			Guarantor Subsidiaries			Eliminations			Consolidated
Net sales		$	—		$	515,443		$	149,881		$	(309	)	$	665,015
Cost of goods sold			—			(360,560	)		(97,608	)		—			(458,168	)
Distribution costs			—			(9,590	)		(3,498	)		—			(13,088	)
Gross profit			—			145,293			48,775			(309	)		193,759
Wages, salaries and benefits			—			(68,861	)		(25,418	)		—			(94,279	)
Selling and general expenses			—			(22,364	)		(9,534	)		309			(31,589	)
Administrative expenses			(482	)		(34,426	)		(5,068	)		—			(39,976	)
Rent expense			—			(3,639	)		(2,411	)		—			(6,050	)
Depreciation and amortization			—			(16,729	)		(2,001	)		—			(18,730	)
Advertising			—			(4,837	)		(1,180	)		—			(6,017	)
	Total operating expenses		(482	)		(150,856	)		(45,612	)		309			(196,641	)
Operating (loss) income			(482	)		(5,563	)		3,163			—			(2,882	)
Gain on bargain purchase			—			—			20,921			—			20,921
Loss on debt extinguishment			—			(1,008	)		—			—			(1,008	)
Interest expense, net			—			(18,305	)		(105	)		—			(18,410	)
Equity (loss) income from subsidiaries			(2,483	)		22,768			—			(20,285	)		—
(Loss) income before income taxes			(2,965	)		(2,108	)		23,979			(20,285	)		(1,379	)
Income tax benefit (expense)			14,928			(375	)		(1,211	)		—			13,342
Net income (loss)		$	11,963		$	(2,483	)	$	22,768		$	(20,285	)	$	11,963

F-79

TOPS HOLDING CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

15. GUARANTOR FINANCIAL STATEMENTS (Continued)

TOPS HOLDING CORPORATION
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE YEAR 16-WEEK PERIOD ENDED APRIL 18, 2009
(Dollars in thousands)

		Tops Holding Corporation			Tops Markets, LLC			Guarantor Subsidiary			Eliminations			Consolidated
Net sales		$	—		$	505,856		$	155		$	(253	)	$	505,758
Cost of goods sold			—			(350,316	)		—			—			(350,316	)
Distribution costs			—			(10,374	)		—			—			(10,374	)
Gross profit			—			145,166			155			(253	)		145,068
Wages, salaries and benefits			—			(68,652	)		—			—			(68,652	)
Selling and general expenses			—			(23,824	)		(98	)		253			(23,669	)
Administrative expenses			(442	)		(19,911	)		(16	)		—			(20,369	)
Rent expense			—			(3,880	)		—			—			(3,880	)
Depreciation and amortization			—			(15,912	)		—			—			(15,912	)
Advertising			—			(3,504	)		—			—			(3,504	)
	Total operating expenses		(442	)		(135,683	)		(114	)		253			(135,986	)
Operating (loss) income			(442	)		9,483			41			—			9,082
Interest (expense) income, net			—			(12,818	)		76			—			(12,742	)
Equity (loss) income from subsidiaries			(2,592	)		71			—			2,521			—
(Loss) income before income taxes			(3,034	)		(3,264	)		117			2,521			(3,660	)
Income tax benefit (expense)			94			672			(46	)		—			720
Net (loss) income		$	(2,940	)	$	(2,592	)	$	71		$	2,521		$	(2,940	)

F-80

TOPS HOLDING CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

15. GUARANTOR FINANCIAL STATEMENTS (Continued)

TOPS HOLDING CORPORATION
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE 16-WEEK PERIOD ENDED APRIL 24, 2010
(Dollars in thousands)

			Tops Holding Corporation			Tops Markets, LLC			Guarantor Subsidiaries			Eliminations			Consolidated
Net cash (used in) provided by operating activities			$	(238	)	$	(16,124	)	$	12,776		$	—		$	(3,586	)
Cash flows (used in) provided by investing activities:
	Acquisition			—			—			(85,023	)		—			(85,023	)
	Proceeds from sale of assets			—			—			14,919			—			14,919
	Cash paid for property and equipment			—			(7,987	)		(792	)		—			(8,779	)
	Investment in subsidiaries			(30,000	)		(85,023	)		—			115,023			—
	Change in intercompany receivables position			—			(238	)		(26,148	)		26,386			—
		Net cash used in investing activities		(30,000	)		(93,248	)		(97,044	)		141,409			(78,883	)
Cash flows provided by (used in) financing activities:
	Proceeds from long-term debt borrowings			—			112,125			—			—			112,125
	Repayments of long-term debt borrowings			—			(36,113	)		—			—			(36,113	)
	Borrowings on ABL Facility			—			58,100			—			—			58,100
	Repayments on ABL Facility			—			(72,100	)		—			—			(72,100	)
	Proceeds from issuance of common stock			30,000			30,000			—			(30,000	)		30,000
	Deferred financing costs incurred			—			(4,782	)		—			—			(4,782	)
	Principal payments on capital leases			—			(2,568	)		(102	)		—			(2,670	)
	Capital contribution			—			—			85,023			(85,023	)		—
	Change in intercompany payables position			238			26,148			—			(26,386	)		—
	Change in bank overdraft position			—			323			—			—			323
		Net cash provided by financing activities		30,238			111,133			84,921			(141,409	)		84,883
Net increase in cash and cash equivalents				—			1,761			653			—			2,414
Cash and cash equivalents—beginning of period				—			19,712			10			—			19,722
Cash and cash equivalents—end of period			$	—		$	21,473		$	663		$	—		$	22,136

F-81

TOPS HOLDING CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

15. GUARANTOR FINANCIAL STATEMENTS (Continued)

TOPS HOLDING CORPORATION
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE 16-WEEK PERIOD ENDED APRIL 18, 2009
(Dollars in thousands)

			Tops Holding Corporation			Tops Markets, LLC			Guarantor Subsidiaries			Eliminations			Consolidated
Net cash (used in) provided by operating activities			$	(238	)	$	6,132		$	(1,825	)	$	—		$	4,069
Cash flows (used in) provided by investing activities:
	Cash paid for property and equipment			—			(9,742	)		—			—			(9,742	)
	Interest rate swap interest paid			—			(650	)		—			—			(650	)
	Change in intercompany receivables position			—			(238	)		1,825			(1,587	)		—
		Net cash (used in) provided by investing activities		—			(10,630	)		1,825			(1,587	)		(10,392	)
Cash flows (used in) provided by financing activities:
	Repayments of long-term debt borrowings			—			(6,550	)		—			—			(6,550	)
	Principal payments on capital leases			—			(2,225	)		—			—			(2,225	)
	Change in intercompany payables position			238			(1,825	)		—			1,587			—
	Change in bank overdraft position			—			2,505			—			—			2,505
		Net cash used in financing activities		238			(8,095	)		—			1,587			(6,270	)
Net decrease in cash and cash equivalents				—			(12,593	)		—			—			(12,593	)
Cash and cash equivalents—beginning of period				—			30,309			10			—			30,319
Cash and cash equivalents—end of period			$	—		$	17,716		$	10		$	—		$	17,726

F-82

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors
The Penn Traffic Company
Syracuse, New York

        We have audited the accompanying consolidated balance sheets of The Penn Traffic Company (the "Company") as of January 31, 2009 and February 2, 2008, and the related consolidated statements of operations, cash flows and stockholders' equity for each of the three years in the period ended January 31, 2009. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

        We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting as of January 31, 2009. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

        In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of The Penn Traffic Company as of January 31, 2009 and February 2, 2008, and the consolidated results of its operations and its cash flows for each of the three years in the period ended January 31, 2009, in conformity with accounting principles generally accepted in the United States of America.

        Since the date of completion of our audits of the accompanying consolidated financial statements and initial issuance of our report thereon dated April 16, 2009, as discussed in Note 19 to the consolidated financial statements, lenders notified the Company that events of default had occurred on the Company's debt obligations and on November 18, 2009, the Company filed for voluntary bankruptcy protection under Chapter 11 of the United States Bankruptcy Code. These events raise substantial doubt about the Company's ability to continue as a going concern. The accompanying consolidated financial statements, which have been prepared assuming that the Company will continue as a going concern, do not include any adjustments that might result from the outcome of this uncertainty. As also described in Note 19, on January 29, 2010, the Company sold substantially all its assets to Tops Markets, LLC.

/s/ Eisner LLP
New York, New York
April 16, 2009, except for Note 19, as to which the date is January 29, 2010

F-83

The Penn Traffic Company

Consolidated Balance Sheets

(In thousands, except share data)

	January 31, 2009			February 2, 2008
ASSETS
Current assets:
Cash and cash equivalents	$	56,434		$	20,916
Accounts and notes receivable (less allowance for doubtful accounts of $2,676 and $5,690, respectively)		19,454			37,513
Inventories		44,306			89,208
Prepaid expenses and other current assets		5,990			7,307
Total current assets		126,184			154,944
Capital leases:
Capital leases		10,768			11,364
Less: Accumulated amortization		(3,357	)		(3,096	)
Capital leases, net		7,411			8,268
Fixed assets:
Land		9,036			9,313
Buildings		12,538			13,273
Equipment and furniture		80,819			96,652
Vehicles		8,020			7,984
Leasehold improvements		10,906			10,246
Total fixed assets		121,319			137,468
Less: Accumulated depreciation		(68,019	)		(59,066	)
Fixed assets, net		53,300			78,402
Other assets:
Intangible assets, net (Note 5)		2,883			15,397
Deferred income taxes (Note 9)		—			2,440
Other assets		3,936			2,998
Total other assets		6,819			20,835
Total assets	$	193,714		$	262,449

The accompanying notes are an integral part of these statements.

F-84

The Penn Traffic Company

Consolidated Balance Sheets (Continued)

(In thousands, except share data)

	January 31, 2009			February 2, 2008
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Current portion of obligations under capital leases (Note 3)	$	1,519		$	1,368
Current maturities of long-term debt (Note 6)		17,296			278
Accounts payable		8,119			34,178
Other current liabilities (Note 7)		39,587			47,060
Accrued interest expense		261			176
Deferred income taxes (Note 9)		7,373			11,485
Liabilities subject to compromise (Note 8)		—			2,516
Total current liabilities		74,155			97,061
Non-current liabilities:
Obligations under capital leases (Note 3)		7,443			8,962
Long-term debt (Note 6)		19,338			50,209
Defined benefit pension plan liability (Note 11)		25,903			6,326
Deferred income taxes (Note 9)		523			—
Other non-current liabilities (Note 7)		30,265			30,716
Total non-current liabilities		83,472			96,213
Total liabilities		157,627			193,274
Commitments and contingencies (Notes 3, 6, 11, 12, and 13)
Stockholders' equity:
Preferred stock—authorized 1,000,000 shares, $.01 par value; 10,000 shares issued in 2009 and 2008 (Note 13)		100			100
Common stock—authorized 15,000,000 shares, $.01 par value; 8,641,676 shares issued in 2009; 8,519,095 shares issued and to be issued in 2008		86			85
Capital in excess of par value		128,148			128,149
Deficit		(91,953	)		(74,356	)
Accumulated other comprehensive (loss) / income		(294	)		15,197
Total stockholders' equity		36,087			69,175
Total liabilities and stockholders' equity	$	193,714		$	262,449

The accompanying notes are an integral part of these statements.

F-85

The Penn Traffic Company

Consolidated Statements of Operations

(In thousands, except share and per share data)

		Year Ended January 31, 2009			Year Ended February 2, 2008			Year Ended February 3, 2007
Revenues		$	872,302		$	895,948		$	953,196
Cost and operating expenses
	Cost of sales (Note 4)		605,315			617,149			671,345
	Selling and administrative expenses		286,022			295,955			299,991
	Gain on sale of assets		(1,970	)		(1,689	)		(2,158	)
	Loss on store and distribution center closings		420			2,029			2,700
	Asset impairment charge		5,081			547			—
			894,868			913,991			971,878
Operating loss			(22,566	)		(18,043	)		(18,682	)
	Interest expense		6,259			5,705			6,243
	Reorganization and other expenses (Note 17)		500			5,365			1,020
Loss from continuing operations before income taxes			(29,325	)		(29,113	)		(25,945	)
	Income tax expense (Note 9)		4,745			114			128
Loss from continuing operations			(34,070	)		(29,227	)		(26,073	)
Discontinued operations (Note 10)
	Gain (loss) from discontinued operations, net of taxes of $10,570 in 2009		16,473			(12,481	)		(1,877	)
Net loss		$	(17,597	)	$	(41,708	)	$	(27,950	)
Net loss per share—basic and diluted: (Note 15)
	Loss from continuing operations	$	(4.04	)	$	(3.45	)	$	(3.07	)
	Gain (loss) from discontinued operations	$	1.91		$	(1.47	)	$	(0.22	)
Net loss per share—basic and diluted		$	(2.13	)	$	(4.92	)	$	(3.29	)
Basic and diluted shares outstanding and to be issued			8,641,676			8,501,323			8,498,752

The accompanying notes are an integral part of these statements.

F-86

The Penn Traffic Company

Consolidated Statements of Cash Flows

(In thousands)

			Year Ended January 31, 2009			Year Ended February 2, 2008			Year Ended February 3, 2007
Operating activities:
	Net loss		$	(17,597	)	$	(41,708	)	$	(27,950	)
	Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
		Depreciation and amortization		22,829			26,242			25,925
		Provision for doubtful accounts		(98	)		2,444			1,324
		Gain on sale of segment		(26,813	)		—			—
		(Gain)/loss on sale of assets		(8,001	)		340			542
		Loss on store closings		1,166			8,207			1,206
		Asset impairment charge		8,375			547			—
		Amortization of deferred finance costs		1,191			1,021			1,201
		Deferred income taxes		15,168			—			—
		Phantom stock		(179	)		155			60
Net change in operating assets and liabilities:
		Accounts and notes receivable, net		5,695			(4,845	)		534
		Prepaid expenses and other current assets		1,317			1,161			(2,312	)
		Inventories		44,902			10,567			12,996
		Other assets		85			23			96
		Accounts payable and other current liabilities		(34,331	)		(2,972	)		841
		Liabilities subject to compromise		(2,516	)		(181	)		(175	)
		Defined benefit pension plan		(5,406	)		(5,756	)		(2,278	)
		Other non-current liabilities		(499	)		1,691			576
Net cash provided by (used in) operating activities				5,288			(3,064	)		12,586
Investing activities:
		Acquisition		—			—			(1,531	)
		Capital expenditures		(5,653	)		(7,879	)		(22,926	)
		Proceeds from sale of assets		13,158			1,113			10,271
		Proceeds from sale of segment		40,160			—			—
Net cash provided by (used in) investing activities				47,665			(6,766	)		(14,186	)
Financing activities:
		Payment of mortgages		(275	)		(314	)		(287	)
		Payment of credit facility		(15,075	)		(1,925	)		—
		Borrowing under credit facility		1,500			—			15,500
		Reduction in capital lease obligations		(1,371	)		(1,432	)		(1,384	)
		Issuance of preferred stock		—			9,756			—
		Payment of deferred financing costs		(2,214	)		—			—
Net cash (used in) provided by financing activities				(17,435	)		6,085			13,829
Net increase (decrease) in cash and cash equivalents				35,518			(3,745	)		12,229
Cash and cash equivalents at beginning of period				20,916			24,661			12,432
Cash and cash equivalents at end of period			$	56,434		$	20,916		$	24,661

The accompanying notes are an integral part of these statements.

F-87

The Penn Traffic Company

Consolidated Statement of Stockholders' Equity and Comprehensive Loss

For the years ended January 31, 2009, February 2, 2008 and February 3, 2007

(In thousands)

		Preferred Stock		Common Stock		Capital in Excess of Par Value			Deficit			Accumulated Other Comprehensive (Loss) Income			Total Stockholders' Equity
Balance at January 28, 2006		$	—	$	85	$	118,493		$	(4,698	)	$	4,919		$	118,799
	Net loss									(27,950	)					(27,950	)
	Unrecognized actuarial gain of pension plans, net of deferred taxes of $1,296												1,876			1,876
	Comprehensive loss															(26,074	)
Balance at February 3, 2007			—		85		118,493			(32,648	)		6,795			92,725
	Issuance of 10,000 shares of preferred stock, net of issuance costs of $244		100				9,656									9,756
	Net loss									(41,708	)					(41,708	)
	Amortization of net actuarial gain in net pension benefit cost, net of deferred taxes of $(41)												(77	)		(77	)
	Unrecognized actuarial gain of pension plans, net of deferred taxes of $4,858												8,479			8,479
	Comprehensive loss															(33,306	)
Balance at February 2, 2008			100		85		128,149			(74,356	)		15,197			69,175
	Net loss									(17,597	)		—			(17,597	)
	Issuance of shares in settlement of Chapter 11 claims				1		(1	)								—
	Amortization of net actuarial gain in net pension benefit cost, net of deferred taxes of $(374)												(571	)		(571	)
	Unrecognized actuarial loss of pension plans												(24,040	)		(24,040	)
	Reclassification to income tax expense of deferred taxes related to prior years' unrecognized actuarial gains												9,120			9,120
	Comprehensive loss															(33,088	)
Balance at January 31, 2009		$	100	$	86	$	128,148		$	(91,953	)	$	(294	)	$	36,087

The accompanying notes are an integral part of these statements.

F-88

The Penn Traffic Company

Notes to the Consolidated Financial Statements

Note 1—Description of Business

        The Penn Traffic Company and its subsidiaries (the "Company") are engaged in the retail food business. As of January 31, 2009, the Company operated 83 stores under the "P&C", "Quality", and "BI-LO" banners in upstate New York, Pennsylvania, Vermont, and New Hampshire. The Company services these retail stores through four distribution centers. Prior to December 21, 2008, the Company also operated a wholesale food distribution business that serviced independent stores. On December 21, 2008, the Company completed the sale of its wholesale food distribution business segment.

Note 2—Summary of Significant Accounting Policies

Principles of Consolidation

        The accompanying financial statements include the accounts of The Penn Traffic Company and its wholly-owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation.

Fiscal Year

        The Company's fiscal year ends on the Saturday closest to January 31. Fiscal year 2009 is the 52-week period ended January 31, 2009; fiscal year 2008 is the 52-week period ended February 2, 2008; and fiscal year 2007 is the 53-week period ended February 3, 2007.

Fresh-Start Basis

        The Company emerged from Chapter 11 bankruptcy proceedings and applied fresh-start reporting effective April 16, 2005, in accordance with Statement of Position 90-7, "Financial Reporting by Entities in Reorganization Under the Bankruptcy Code" ("SOP 90-7").

Use of Estimates

        The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual amounts could differ from those estimates.

Operating Segments

        The Company consists of one operating segment, the retail food segment.

Revenue Recognition

        Revenue from the sale of products to retail customers is recognized at the time of sale. Discounts provided to customers through company-sponsored loyalty programs are recognized as a reduction in sales as products are sold. Discounts provided through vendor coupons are not recognized as a reduction in sales to the extent the Company is reimbursed by the vendor. Pharmacy revenues are recorded at the time of sale. Sales taxes are not recorded as a component of sales. Revenue from gift cards and gift certificates is recognized upon redemption of the gift cards and certificates for products.

F-89

The Penn Traffic Company

Notes to the Consolidated Financial Statements (Continued)

Note 2—Summary of Significant Accounting Policies (Continued)

        Prior to December 21, 2008, (see Note 1) revenue from the sale of products to wholesale customers was recognized at the time of shipment to the customer.

Cost of Sales

        Cost of sales includes the cost of product and related warehousing and freight costs. Vendor allowances are recorded as a reduction of cost of sales when the related product is sold in accordance with the provisions of Emerging Issues Task Force Issue No. 02-16, "Accounting by a Customer (Including a Reseller) for Certain Consideration Received from a Vendor" ("EITF 02-16"). Vendor allowances, including early payment discounts, volume rebates, and funds for product placement and advertising, are generally recorded as a reduction of inventory cost based on average inventory turnover rates by product category. Vendor allowances recognized in the years ended January 31, 2009, February 2, 2008, and February 3, 2007, were $49.0 million, $51.9 million, and $56.0 million, respectively. A portion of these amounts are included within discontinued operations.

Advertising

        Advertising costs are expensed as incurred and included in selling and administrative expenses. Advertising costs for the years ended January 31, 2009, February 2, 2008, and February 3, 2007, aggregated $12.3 million, $11.9 million, and $12.6 million, respectively.

Cash and Cash Equivalents

        The Company considers all highly-liquid investments with original maturities of three months or less to be cash equivalents. The Company maintains cash and cash equivalents in accounts in excess of the Federal Deposit Insurance Corporation ("FDIC") limits. At January 31, 2009, the amount held in excess of FDIC limits was $46.9 million. The carrying value of cash approximates its fair value as of January 31, 2009.

Accounts and Notes Receivable

        Accounts and notes receivable consist primarily of debit and credit card sales, third-party insurance pharmacy sales, and vendor allowances. The Company establishes an allowance for doubtful accounts based on an analysis of past due accounts and historical loss trends. Prior to the sale of the wholesale food distribution business, accounts and notes receivable also included amounts due from wholesale customers.

Inventories

        Inventories, consisting primarily of grocery and pharmacy products, are stated at the lower of cost or market. Cost is determined using the last-in, first-out ("LIFO") method. If cost had been determined using the first-in, first-out method ("FIFO"), inventories would have been $6.3 million and $5.7 million higher than reported at January 31, 2009 and February 2, 2008, respectively.

        During the years ended January 31, 2009 and February 2, 2008, inventory quantities were reduced, which resulted in a liquidation of certain LIFO inventory layers carried at lower costs prevailing in an earlier period. The effect resulted in reducing cost of sales by approximately $6.1 million (including

F-90

The Penn Traffic Company

Notes to the Consolidated Financial Statements (Continued)

Note 2—Summary of Significant Accounting Policies (Continued)

$4.6 million recognized upon sale of the Company's warehouse inventory, see Note 4) and $0.2 million in the years ended January 31, 2009 and February 2, 2008, respectively.

        The Company takes physical counts of inventories throughout the year and records inventory shortage adjustments based on the physical counts. Throughout the year the Company accrues for inventory shortages based on historical trends. Where physical counts are not taken at the year end, the Company establishes an allowance for inventory shortages based on historical shrinkage percentages.

Long-Lived and Intangible Assets

        Major fixed asset renewals and betterments are capitalized, while maintenance and repairs are charged to expense as incurred. Depreciation and amortization are provided on a straight-line basis over the estimated useful lives of the assets or, for leasehold improvements, the shorter of the estimated useful lives of the assets or the lease term (which includes renewal periods that are reasonably assured).

        Estimated useful lives of long-lived fixed assets are as follows:

Buildings	39 years
Capitalized leases	5 to 32 years
Equipment and furniture	3 to 10 years
Leasehold improvements	10 to 32 years
Vehicles	3 to 8 years

        Identifiable intangible assets consist primarily of favorable leases and pharmacy prescription files (both established upon adoption of fresh-start reporting), as well as computer software. Favorable operating leases represent the present value of the difference by which market value rent exceeded contract rent upon our emergence from bankruptcy and are amortized on a straight-line basis over the remaining lease term, including renewal options, ranging from 2 to 32 years. Pharmacy prescription files and computer software are amortized over 5 years.

        In accordance with Statement of Financial Accounting Standards No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets" ("SFAS 144"), long-lived fixed assets and intangible assets are reviewed for impairment when events or changes in circumstances indicate that the carrying value may not be recoverable. In the event that the carrying value of an asset is both not recoverable and exceeds fair value, the asset is written down to its fair value.

Leases

        In accordance with the provisions of Statement of Financial Accounting Standards No. 13, "Accounting for Leases" ("SFAS 13"), the Company assesses all leases in which we are the lessee to determine whether they are accounted for as capital leases or operating leases. The Company recognizes rent holidays and escalating rent provisions on a straight-line basis over the term of the lease. The deferred amount is included in Step rent liability (see Note 7) on the Company's Consolidated Balance Sheet.

F-91

The Penn Traffic Company

Notes to the Consolidated Financial Statements (Continued)

Note 2—Summary of Significant Accounting Policies (Continued)

Unfavorable Leases

        Unfavorable operating leases (established upon adoption of fresh-start reporting) are reported in other non-current liabilities and represent the present value of the difference by which contract rent exceeds market value rent and are amortized on a straight-line basis over the remaining lease term, excluding renewal options, ranging from 1 to 9 years as of January 31, 2009.

Income Taxes

        Income taxes are provided based on the liability method of accounting. Deferred income taxes are recorded to reflect the tax consequences in future years of net operating loss carryovers and temporary differences between the tax basis of assets and liabilities and their corresponding financial reporting amounts at each year-end.

Self-Insurance Liability

        The Company self-insures certain insurable risks related to workers' compensation and general product liability claims. The Company accrues estimated losses for unpaid claims, including incurred but not reported losses by evaluating pending claims and historical loss experience. The Company also maintains self-insured health benefits plans, which provide medical and dental benefits to employees electing coverage under the plans. The Company accrues estimated losses for unpaid claims, including incurred but not reported claims, based on historical experience and other assumptions. Commercial policies are obtained to provide for coverage of certain risk exposure above the self-insured retention limits. The estimated liability associated with settling unpaid claims is included in other current liabilities if expected to be settled within one year, or otherwise is included in other non-current liabilities.

Store Pre-Opening Costs

        Store pre-opening costs are expensed as incurred.

Store Closing Costs

        The Company accounts for store closing costs in accordance with Statement of Financial Accounting Standards No. 146, "Accounting for Costs Associated with Exit or Disposal Activities" ("SFAS 146"). For operating leases related to closed stores, the Company records the fair value of the liability at the cease-use date, determined based on the present value of the remaining lease rentals, reduced by estimated sublease rentals that could be reasonably obtained for the property. Any one-time termination benefits are recognized at the time the benefits are communicated to the employees. Other related costs are recognized in the period when the liability is incurred. These amounts are included within "Loss on store and distribution center closings" in the Consolidated Statements of Operations.

Share-Based Payments

        The Company recognizes all share-based payments to employees, including grants of employee stock options, in the income statement based on their fair values in accordance with Statement of Financial Accounting Standards No. 123 (revised 2004), "Share-Based Payment" ("SFAS 123(R)"). The

F-92

The Penn Traffic Company

Notes to the Consolidated Financial Statements (Continued)

Note 2—Summary of Significant Accounting Policies (Continued)

effect on results of operations for the years ended January 31, 2009, February 2, 2008, and February 3, 2007, was not significant.

Defined Benefit Pension Plans

        In accordance with the provisions of SOP 90-7, upon emergence from bankruptcy, the Company recorded the underfunded status of each of the defined benefit pension plans as a liability on the balance sheet. The Company elected early application and adopted Statement of Financial Accounting Standards No. 158, "Employers' Accounting for Defined Benefit Pension Plans and Other Postretirement Plans" ("SFAS 158"), effective as of January 28, 2006. The Company adjusted the liability account to reflect the underfunded status of the plans in its balance sheet at that date. Any gains or losses that arise during the period but are not recognized as components of net periodic pension (benefit) / cost are recognized as a component of other comprehensive income / (loss). The Company measures its plan assets and benefit obligations at its year-end.

Reclassifications

        The results of operations of certain components that the Company disposed of during the year ended January 31, 2009, are presented within discontinued operations in the Consolidated Statements of Operations for all prior periods. Certain other amounts have been reclassified in the 2008 and 2007 financial statements to conform to the current year presentation.

Recent Accounting Pronouncements

        In September 2006, the FASB issued Statement of Financial Accounting Standards No. 157, "Fair Value Measurement" ("SFAS 157"), effective for fiscal years beginning after November 15, 2007. SFAS 157 defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles and expands disclosures about fair value measurements. During calendar year 2008, the FASB issued FASB Staff Positions ("FSP") 157-1, 157-2, and 157-3. FSP 157-1 amends SFAS 157 to exclude SFAS No. 13, "Accounting for Leases", and its related interpretive accounting pronouncements that address leasing transactions, FSP 157-2 delays the effective date of the application of SFAS 157 to fiscal years beginning after November 15, 2008 for all nonfinancial assets and nonfinancial liabilities that are recognized or disclosed at fair value in the financial statements on a nonrecurring basis, and FSP 157-3 clarifies how the fair value of a financial asset is determined when the market for that financial asset is inactive. The Company adopted SFAS 157 effective February 3, 2008, as it relates to financial assets and financial liabilities. The adoption of SFAS 157 did not, and the Company expects adoption of FSP 157-2 will not, have a material effect on the Company's consolidated financial statements.

        In December 2007, the FASB issued Statement of Financial Accounting Standards No. 141 (revised 2007), "Business Combinations" ("SFAS 141(R)"), which replaces SFAS 141. SFAS 141(R) changes the accounting for business combinations, including the measurement of acquirer shares issued in consideration for a business combination, the recognition of contingent consideration, the accounting for contingencies, the recognition of capitalized in-process research and development, the accounting for acquisition-related restructuring cost accruals, the treatment of acquisition-related transaction costs and the recognition of changes in the acquirer's income tax valuation allowance and income tax uncertainties. SFAS 141R applies prospectively to business combinations for which the acquisition date

F-93

The Penn Traffic Company

Notes to the Consolidated Financial Statements (Continued)

Note 2—Summary of Significant Accounting Policies (Continued)

is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008. The Company currently maintains a full valuation allowance against its deferred tax assets. Income tax benefits resulting from the recognition of tax attributes that existed at the time of our emergence from bankruptcy protection currently reduce intangible assets. Upon adoption of SFAS 141(R), subsequent reversals of valuation allowances will instead be reflected as reductions in income tax expense in the period of reversal.

        In December 2007, the FASB issued Statement of Financial Accounting Standards No. 160, "Noncontrolling Interests in Consolidated Financial Statements, an amendment of ARB 51" ("SFAS 160"), which changes the accounting and reporting for minority interests. SFAS 160 is effective for fiscal years beginning on or after December 15, 2008. Management expects that the adoption of this statement will not have a material effect on the Company's consolidated financial statements.

        In December 2008, the FASB issued FSP FAS 132(R)-1, "Employers' Disclosures about Postretirement Benefit Plan Assets". This FSP amends SFAS No. 132 (revised 2003), "Employers' Disclosures about Pensions and Other Postretirement Benefits", to provide guidance on an employer's disclosures about plan assets of a defined benefit pension or other postretirement plan on investment policies and strategies, major categories of plan assets, inputs and valuation techniques used to measure the fair value of plan assets and significant concentrations of risk within plan assets. The FSP is effective for fiscal years ending after December 15, 2009, with earlier application permitted. Management is currently assessing the impact of this pronouncement on our consolidated financial statements.

Note 3—Leases

        The Company leases store and distribution facilities for the operation of its business. Most of the lease agreements provide for renewal options and require that the Company pay real estate taxes and other related expenses. Certain lease agreements also provide for contingent rent payments based on a percentage of sales.

        The following is a summary of future minimum rent payments for operating leases and for capital leases as of January 31, 2009 (in thousands):

Fiscal Year Ending:	Operating Leases		Capital Leases
January 30, 2010		14,517		2,491
January 29, 2011		13,720		1,926
January 28, 2012		11,694		1,482
February 2, 2013		10,440		1,142
February 1, 2014		8,807		1,142
Thereafter		37,963		8,877
Total minimum lease payments	$	97,141	$	17,060
Less: amount representing interest				8,098
Present value of net minimum lease payments				8,962
Less: current portion				1,519
Long-term obligations under capital leases			$	7,443

F-94

The Penn Traffic Company

Notes to the Consolidated Financial Statements (Continued)

Note 3—Leases (Continued)

        Future minimum rent payments have not been reduced by minimum sublease rental income due to the Company under non-cancelable subleases of $7.6 million.

        Rent expense under operating leases for the years ended January 31, 2009, February 2, 2008, and February 3, 2007, consists of the following (in thousands):

	Year Ended January 31, 2009			Year Ended February 2, 2008			Year Ended February 3, 2007
Minimum rent	$	18,504		$	19,537		$	21,791
Contingent rent		121			242			238
Less: sublease rent		(2,321	)		(2,854	)		(3,281	)
Net rent expense	$	16,304		$	16,925		$	18,748

Note 4—Sale of Warehouse Inventory

        On September 10, 2008, the Company entered into a definitive agreement with a supplier to provide significant additional procurement services to the Company. Services under the agreement began on October 12, 2008, and will continue for a period of at least eight years. The Company will retain responsibility for the warehousing, transportation and distribution of product from its Syracuse, New York and DuBois, Pennsylvania warehouse facilities to its corporate retail stores.

        To facilitate the agreement, the Company sold substantially its entire warehouse inventory as of October 11, 2008, to the supplier for approximately $35.5 million in cash, which was the FIFO-based cost value of the inventory on that date. This transaction is not included within either revenue or cost of sales for the period ended January 31, 2009. Although it was not obligated to, the Company repurchased this inventory from the supplier, at the same price at which it was sold, in order to supply its corporate retail stores. As of January 31, 2009, the entire inventory had been repurchased and resold.

        The Company accounts for all inventory using the LIFO method. The Company deferred recognition of the income statement benefit attributable to the LIFO carrying value of its warehouse inventory until the inventory was repurchased and sold through its corporate retail stores to customers. For the year ended January 31, 2009, the Company recognized a reduction in cost of sales of approximately $4.6 million related to the liquidation of the warehouse inventory.

        Primarily as a result of the above transaction, the Company now purchases a significant portion of its merchandise from a single vendor. The Company anticipates it will continue to purchase a significant portion of its merchandise from this vendor in the future.

F-95

The Penn Traffic Company

Notes to the Consolidated Financial Statements (Continued)

Note 5—Intangible Assets

        Intangible assets consist of the following as of (in thousands):

	January 31, 2009
	Gross Carrying Value		Accumulated Amortization			Net Carrying Value
Favorable leases	$	4,334	$	(1,514	)	$	2,820
Pharmacy prescription files		—		—			—
Computer software		—		—			—
Goodwill		63		—			63
Total	$	4,397	$	(1,514	)	$	2,883

	February 2, 2008
	Gross Carrying Value		Accumulated Amortization			Net Carrying Value
Favorable leases	$	18,150	$	(4,336	)	$	13,814
Pharmacy prescription files		6,141		(4,906	)		1,235
Computer software		1,697		(1,412	)		285
Goodwill		63		—			63
Total	$	26,051	$	(10,654	)	$	15,397

        The intangible asset balances as of February 2, 2008, reflects an $11.0 million reduction related to pre-reorganization deferred tax valuation allowances. The intangible asset balances as of January 31, 2009 , reflect a $17.8 million reduction (which includes the $11.0 million reduction as of February 2, 2008) related to pre-reorganization deferred tax valuation allowances (see Note 9). During the year ended January 31, 2009, the Company also sold ten pharmacy prescription files with a net carrying value of $0.1 million and disposed of favorable leases with a net carrying value of $3.2 million as a result of the closing of stores (see Note 10).

        Aggregate amortization expense for the years ended January 31, 2009, February 2, 2008, and February 3, 2007, was $2.4 million, $3.7 million, and $4.2 million, respectively.

        Future amortization of amortizable intangible assets is as follows (in thousands):

Fiscal year ending:
	January 30, 2010		$	1,012
	January 29, 2011			588
	January 28, 2012			469
	February 2, 2013			398
	February 1, 2014			245
		Thereafter		108
			$	2,820

F-96

The Penn Traffic Company

Notes to the Consolidated Financial Statements (Continued)

Note 6—Debt

        Debt consists of the following as of (in thousands):

	January 31, 2009		February 2, 2008
Revolving credit facility, interest (4.75% at January 31, 2009 and 7.42% at February 2, 2008) at prime rate plus 1.5% or LIBOR plus 3%, maturing April 13, 2010, paid in full on February 6, 2009	$	17,000	$	17,000
Term loan facility, interest (8.25% at January 31, 2009 and 11% at February 2, 2008) at prime rate plus 5%, maturing April 13, 2010		6,000		6,000
Supplemental real estate credit facility, interest (15% at January 31, 2009 and 11.5% at February 2, 2008) at prime rate plus 9% or LIBOR plus 10%, but no less than 15% during fiscal year 2009, maturing April 13, 2010		10,000		23,575
Mortgages payable, interest at 6.125% to 12%, maturing at various dates through May 2, 2021		3,634		3,912
Total debt		36,634		50,487
Less: current portion of long-term debt		17,296		278
Total long-term debt	$	19,338	$	50,209

        Future maturities of debt are as follows (in thousands):

Maturities during the fiscal year ending:
	January 30, 2010		17,296
	January 29, 2011		16,321
	January 28, 2012		259
	February 2, 2013		229
	February 1, 2014		243
	Thereafter		2,286
		$	36,634

        On April 13, 2005, the Company entered into a revolving credit and term loan facility with a group of financial institutions providing for a $130 million revolving credit facility and a $6 million term loan. Also on April 13, 2005, the Company entered into a supplemental real estate credit facility with another group of lenders, providing for additional term loan borrowings of up to $28 million. Borrowings under the revolving credit and term loan facility are secured by substantially all the assets of the Company, subject to first liens on certain property by other lenders. Borrowings under the real estate facility are secured by a first lien on substantially all leasehold interests of the Company, and a second lien on realty owned by the Company. Availability under both credit facilities is dependent on levels of eligible accounts receivable, inventory and certain other assets.

        On October 10, 2008, the Company entered into amendments to its credit facilities that included the lenders' consent for the Company to enter into a supply agreement with a third party (see Note 12). In addition, the amendments provided for a reduction in the revolving credit commitments from $130 million to $100 million, to reflect the reduced size of the Company's business and operations.

F-97

The Penn Traffic Company

Notes to the Consolidated Financial Statements (Continued)

Note 6—Debt (Continued)

        On December 18, 2008, the Company entered into amendments to its credit facilities that provided the lenders' consent for the Company's sale of the wholesale food distribution business to a third party (see Note 10) and provided for repayment of indebtedness from the proceeds of the sale. In connection therewith, the Company repaid $15.3 million of the then-outstanding supplemental real estate credit facility during fiscal year 2009 and on February 6, 2009, the Company repaid the entire outstanding balance of the revolving credit facility. This $17.0 million amount has been classified as a current liability as of January 31, 2009. The amendments also extended the maturity date of both facilities from April 13, 2009 to April 13, 2010, effective upon the repayment of the entire outstanding balance of the revolving credit facility, and provided for a reduction in the revolving credit commitments from $100 million to $50 million, which includes a maximum sub-limit commitment for letters of credit of $47.5 million. At January 31, 2009, outstanding letters of credit under the revolving credit facility, which are primarily associated with supporting workers' compensation obligations, were approximately $38.4 million.

        Provisions of both credit facilities, as amended, require the maintenance of $13.5 million of availability under the revolving credit facility and limit, among other things, the assumption of additional debt and the payment of dividends. Availability is based on a calculation of the Company's asset borrowing base less outstanding borrowings and letters of credit, which is also increased by certain cash balances. These cash balances totaled $52.8 million at January 31, 2009. Total availability in excess of outstanding borrowings and letters of credit was approximately $37.4 million at January 31, 2009. Actual borrowings are limited to the $50 million credit commitment. Borrowings in excess of outstanding balances are at the discretion of the lenders.

        The carrying amount of debt reported in our balance sheet approximates fair value as of January 31, 2009, and February 2, 2008.

        The Company also has borrowings under mortgages secured by first liens on the related properties.

F-98

The Penn Traffic Company

Notes to the Consolidated Financial Statements (Continued)

Note 7—Other Current and Other Non-Current Liabilities

        Other current and non-current liabilities consist of the following as of (in thousands):

	January 31, 2009		February 2, 2008
Other current liabilities:
Vacation and other compensated absences	$	8,073	$	9,116
Workers' compensation		4,323		7,636
Payroll and related payroll taxes		4,169		4,904
Employee benefits		3,910		4,144
Deferred income		2,965		1,038
State lottery		2,265		2,740
Accrued incentive pay		2,135		2,026
Gift certificates and gift cards		1,666		2,312
Utilities		1,579		1,940
General liability and health insurance		1,383		1,007
Other taxes payable		969		1,932
Employee severance		963		523
Professional fees		759		711
Other accrued liabilities		4,428		7,031
Total other current liabilities	$	39,587	$	47,060
Other non-current liabilities:
Workers' compensation	$	16,392	$	14,216
Store closing costs		5,996		8,417
Step rent liability		3,460		3,092
Unfavorable leases		1,708		2,646
General liability insurance		1,239		1,143
Asset retirement obligations		1,035		1,202
Other non-current liabilities		435		—
Total other non-current liabilities	$	30,265	$	30,716

Note 8—Liabilities Subject to Compromise

        In connection with the Company's Chapter 11 bankruptcy proceedings, the Ohio Bureau of Workers' Compensation ("OBWC") filed priority and administrative claims aggregating $13.4 million for pre-petition unpaid workers' compensation premiums and for reserves to pay future claims arising from existing injuries. The OBWC also filed claims aggregating $1.8 million for alleged non-payment of post-petition premiums and for reserves to pay future claims arising from existing injuries. On August 22, 2008, the Company and the OBWC filed a Notice of Presentment of Stipulation and Order with Respect to Settlement of Ohio Bureau of Workers' Compensation Claims (the "Stipulation") with the United States Bankruptcy Court for the Southern District of New York, pursuant to which the Company and the OBWC have agreed that the OBWC will release all potential claims against the Company in exchange for the following payments by the Company to the OBWC: a payment of $500,000 on September 9, 2008; and payments of $217,500 on each of the following dates: March 2, 2009; September 1, 2009; March 1, 2010; and September 1, 2010. The Stipulation further provides that

F-99

The Penn Traffic Company

Notes to the Consolidated Financial Statements (Continued)

Note 8—Liabilities Subject to Compromise (Continued)

the payments to be made in 2010 shall be backed by a letter of credit. The Bankruptcy Court approved the Stipulation on September 5, 2008, and the Company has made all required payments through May 2009. In addition, the Company issued 290,491 shares of its common stock, par value $0.01 per share, to the OBWC during the quarter ended November 1, 2008. As of January 31, 2009, the Company has accrued $870,000 related to the OBWC Chapter 11 claim, recording $435,000 in current liabilities and $435,000 in other non-current liabilities based upon the payment terms of the Stipulation.

        In another matter, the Company settled a priority claim with COR Route 5 Company ("COR") allegedly arising under an agreement for a sale-leaseback transaction. On May 30, 2008, the Bankruptcy Court approved a stipulation, pursuant to which COR agreed to release all potential claims against the Company in exchange for a payment by the Company to COR of $1.1 million, to be made from an existing escrow account maintained during the pendency of the disputed claims. The Company made the required $1.1 million payment from the escrow account on June 9, 2008, and recorded the expense within selling and administrative expenses in the year ended January 31, 2009. As part of the settlement with COR, the Company has granted COR a right of first refusal with respect to the sale, lease, transfer or other conveyance of the Company's store located in Fayetteville, New York that was the subject of the dispute between the Company and COR (the "Property"). Under the terms of this right, the Company must notify COR of any arm's length written offer from an unaffiliated third party received for sale, lease, transfer or other conveyance of the Property and provide COR with the opportunity to consummate the proposed transaction on economic terms and conditions substantially similar to the terms contained in such third-party offer.

F-100

The Penn Traffic Company

Notes to the Consolidated Financial Statements (Continued)

Note 9—Income Taxes

        Total income tax expense for the years ended January 31, 2009, February 2, 2008, and February 3, 2007, consist of the following (in thousands):

		Year Ended January 31, 2009			Year Ended February 2, 2008		Year Ended February 3, 2007
Continuing operations:
	Current tax (benefit) expense
	Federal	$	(3,170	)	$	—	$	—
	State		(427	)		114		128
	Deferred tax expense
	Federal		7,264			—		—
	State		1,078			—		—
Total income tax expense from continuing operations		$	4,745		$	114	$	128
Discontinued operations:
	Current tax expense
	Federal	$	3,170		$	—	$	—
	State		576			—		—
	Deferred tax expense
	Federal		5,955			—		—
	State		869			—		—
Total income tax expense from discontinued operations		$	10,570		$	—	$	—
Total income tax expense		$	15,315		$	114	$	128

        The following is a reconciliation between the federal income tax benefit applicable to loss from continuing operations computed at the statutory federal income tax rate and actual income tax expense related to the loss from continuing operations (in thousands):

	Year Ended January 31, 2009			Year Ended February 2, 2008			Year Ended February 3, 2007
Federal income tax benefit at statutory rate (35%)	$	(10,265	)	$	(10,190	)	$	(9,081	)
State income taxes, net of federal income tax effect		(467	)		74			83
Non-deductible expenses		36			220			14
Valuation allowance		5,948			10,010			9,112
Deferred tax expense reclassified from other comprehensive income/(loss)		9,493			—			—
Total income tax expense	$	4,745		$	114		$	128

        An increase in the unfunded pension liability during the year ended January 31, 2009, attributable to a decline in the market value of securities held in defined benefit pension plans resulted in an unrecognized actuarial loss recorded in accumulated other comprehensive income (loss) which substantially offset unrecognized actuarial gains previously recorded in other accumulated other comprehensive income (loss) in prior years (see Note 11). A deferred tax asset attributable to the increase in the unfunded pension liability was recognized and offset by a corresponding increase in

F-101

The Penn Traffic Company

Notes to the Consolidated Financial Statements (Continued)

Note 9—Income Taxes (Continued)

valuation allowance resulting in no tax benefit being credited to other comprehensive income (loss) in the year ended January 31, 2009. This resulted in approximately $9.1 million of deferred tax charges recorded in prior years related to the unrecognized actuarial gains remaining in accumulated other comprehensive income (loss) that have been reclassified to income tax expense in the year ended January 31, 2009.

        The significant components of deferred income tax assets (liabilities) are as follows (in thousands):

			January 31, 2009			February 2, 2008
Current deferred tax assets (liabilities):
	Reserves and accruals		$	10,644		$	12,496
	Valuation allowance			(10,154	)		(9,550	)
		Current deferred tax assets		490			2,946
	Inventories			(7,863	)		(14,431	)
		Net current deferred tax liabilities		(7,373	)		(11,485	)
Non-current deferred tax assets (liabilities):
	Reserves and accruals			10,939			10,953
	Pensions			9,895			2,468
	Fixed assets			9,229			1,117
	Goodwill			1,318			2,585
	Capital lease obligations			3,594			4,031
	Net operating loss carryforward			28,020			34,891
	Unfavorable leases			685			—
	Valuation allowance			(60,099	)		(45,654	)
		Non-current deferred tax asset		3,581			10,391
	Beneficial leases and other intangible assets			(1,131	)		(4,725	)
	Capital leases			(2,973	)		(3,226	)
		Non-current deferred tax liability		(4,104	)		(7,951	)
		Net non-current deferred tax asset (liability)		(523	)		2,440
Net deferred tax liability			$	(7,896	)	$	(9,045	)

        At January 31, 2009, the Company had net operating loss carryforwards for federal and state income tax purposes of approximately $68.7 million available to offset future taxable income from 2010 to 2028. The utilization of the Company's net operating loss carryforwards may be limited in a given year in the event of a significant ownership change.

        A valuation allowance of $70.3 million and $55.2 million was recorded at January 31, 2009 and February 2, 2008, respectively, to offset the net operating loss carryforward and other deferred tax assets to the extent it is more likely than not, based upon available evidence, that the recorded value will not be realized. Realization is dependent on the existence of sufficient taxable income within the carryforward period, including future reversals of certain taxable temporary differences. In providing the valuation allowance, no reversal of the taxable temporary difference arising from a portion of LIFO inventory was considered to occur during such period since the period in which such reversal may occur

F-102

The Penn Traffic Company

Notes to the Consolidated Financial Statements (Continued)

Note 9—Income Taxes (Continued)

is not presently determinable. During the years ended January 31, 2009, February 2, 2008, and February 3, 2007, the valuation allowance increased by $15.1 million, $14.8 million, and $10.8 million, respectively.

        To the extent net operating loss carryforwards or deductible temporary differences arising prior to the Company's emergence from Chapter 11 proceedings for which a valuation allowance has been provided were realized, the resulting benefits were allocated to reduce intangible assets. As of January 31, 2009, approximately $8.2 million of the valuation allowance relates to pre-reorganization net operating loss carryforwards and deductible temporary differences after reduction of $17.8 million, which has reduced intangible assets. In accordance with SFAS 141(R), future utilization of such benefits will reduce income tax expense.

        The Company adopted the provisions of FASB Interpretation No. 48, "Accounting for Uncertainty in Income Taxes" ("FIN 48"), on February 4, 2007. From the date of adoption through January 31, 2009, the Company had no unrecognized tax benefits for uncertain tax positions.

        To the extent interest and penalties would be assessed by taxing authorities on any underpayment of income tax, such amounts will be accrued and classified as a component of income tax expense.

        The Company is no longer subject to federal, state, and local income tax examinations by tax authorities for years before fiscal year 2004. However, to the extent utilized, the Company's net operating loss carryforwards arising in such years remain subject to examination. During the year ended January 31, 2009, the Internal Revenue Service completed an examination of the Company's tax returns for fiscal years 2004 through 2007. The IRS examination resulted in no changes to the Company's tax returns as filed for those years. The Company's New York State tax returns for fiscal years 2004 through 2008 are currently under examination by the New York State Department of Taxation and Finance. To date, the New York State Department of Taxation and Finance has made information document requests.

Note 10—Dispositions and Discontinued Operations

Sale of the wholesale food distribution business segment

        On December 21, 2008, the Company completed the sale of its wholesale food distribution business segment for total cash consideration of $40.2 million, which included $12.6 million related to the sale of accounts receivable of the wholesale business. Other assets included in the transaction consisted primarily of unrecognized intangible assets, including customer lists, customer relationships, and intellectual property. Transaction costs totaled $0.8 million. The consideration received by the Company is subject to a true-up calculation based on the volume of shipments to certain wholesale customers in the twelve months immediately following the sale (see Note 12). The Company recognized a gain on the sale of the wholesale business of $26.8 million during the fourth quarter of fiscal year 2009. In accordance with SFAS 144, the results of operations of the wholesale food distribution business have been reported within discontinued operations for the year ended January 31, 2009, and all prior periods.

        For a period of time, the Company will continue to generate cash flows that are associated with the disposed wholesale food distribution business. The activities that give rise to these cash flows result from agreements that facilitate the transition of business operations. Specifically, the Company entered into a transition services agreement, under which certain logistical services will be provided to the

F-103

The Penn Traffic Company

Notes to the Consolidated Financial Statements (Continued)

Note 10—Dispositions and Discontinued Operations (Continued)

buyer for a period of three years following the transaction, and a third-party logistics agreement, under which certain administrative, support, and warehousing and distribution services will be provided to the buyer for a period of at least two years following the transaction. Management has performed an assessment of the ongoing cash flows between the Company and the disposed component following the transaction under the guidance in EITF Abstracts Issue No. 03-13, "Applying the Conditions in Paragraph 42 of FASB Statement No. 144 in Determining Whether to Report Discontinued Operations" ("EITF 03-13"), and concluded that they are not significant. This conclusion was based primarily on the amount of the continuing cash flows with the disposed component as a percentage of the cash flows of the disposed component absent the disposal transaction. Neither of these agreements provides the Company with significant continuing involvement in the operations of the disposed component following the disposal transaction.

Fiscal Year 2009 Dispositions

        During the year ended January 31, 2009, the Company disposed of twenty stores, of which fifteen were closed, three were sold to third parties who became customers of the wholesale food distribution business prior to December 21, 2008, and two were sold for net proceeds of approximately $7.8 million (resulting in a gain on sale of approximately $4.7 million, recognized in the fourth quarter of fiscal year 2009). It is anticipated that significant revenues will migrate from customers of five of the closed stores to Company-owned stores located in the same vicinity. Accordingly, the results of operations of these five stores have been reported within continuing operations. The results of operations of the other fifteen stores have been included within discontinued operations for the year ended January 31, 2009, and for prior periods.

        On February 5, 2009, the Company closed one store. As of January 31, 2009, the assets of this store met the criteria to be classified as held for sale; however the net book value of those assets was not significant. The results of operations of the store have been included within discontinued operations for the year ended January 31, 2009, and for prior periods.

        During the year ended January 31, 2009, the Company recorded an asset impairment charge of $5.1 million within continuing operations in accordance with SFAS 144. This amount consisted of approximately $3.1 million related to stores closed during the year, approximately $1.2 million related to an impairment of the assets of three stores held and used as of January 31, 2009, and approximately $0.8 million in other smaller impairments. Additionally, an asset impairment charge of approximately $3.3 million is included within gain from discontinued operations for the year ended January 31, 2009, related to stores closed during the year. The Company generally utilized third-party appraisals to determine fair value of assets when calculating impairment. Where third-party appraisals were not available, the Company estimated fair value using the expected present value technique described in SFAS 144.

Fiscal Year 2008 Dispositions

        During the year ended February 2, 2008, the Company closed three stores. It was anticipated that revenues would continue to be generated from customers of two of the closed stores since one store was located in the same vicinity of another Company store and another store would continue to be supplied by the Company's distribution centers. The revenue and operating results of this last store and the remaining closed store which was sold were not significant.

F-104

The Penn Traffic Company

Notes to the Consolidated Financial Statements (Continued)

Note 10—Dispositions and Discontinued Operations (Continued)

        During the year ended February 2, 2008, the Company recorded an asset impairment charge of $0.5 million in accordance with SFAS 144. This represents the amount by which the cash flows of two stores were not expected to recover the carrying value of those asset groups.

Fiscal Year 2007 Dispositions

        During the year ended February 3, 2007, the Company disposed of five stores, of which four were closed and one was sold. It was anticipated that revenues would continue to be generated from customers of three of these closed stores from Company stores located in the same vicinity. In addition, it was anticipated that the sold store would continue to be serviced from the Company's distribution centers, thereby continuing to generate cash flows for the Company. The revenue and operating results of the two remaining stores were not significant.

        In January 2007, the Company announced the closing of a leased distribution center used for the distribution of general merchandise and health and beauty products. At the same time, the Company entered into a five-year supply agreement with a third party to provide the merchandise previously distributed from the distribution center. In connection with the announced closing, in January 2007, the Company recorded a liability of $1.4 million for termination benefits which were communicated to the distribution center's employees at such time. The Company ceased use of the facility in March 2007, at which time the Company recorded a liability of $1.9 million representing the present value of the remaining lease rentals reduced by estimated sublease rentals that could be reasonably obtained for the distribution center. In addition, in March 2007, the Company sold its remaining inventory located in the distribution center to the third party at current cost.

Discontinued operations—bakery

        On January 2, 2008, as a result of the loss of a significant customer, the Company announced the closing of its commercial bakery operation. In accordance with the provisions of SFAS 144, the results of operations of the commercial bakery operation for the current and prior periods have been reported as discontinued operations. The Company recorded a loss on disposal of $8.2 million during the year ended February 2, 2008, consisting of a $1.6 million loss on write-down of the facilities' assets to fair value, a $3.1 million withdrawal liability related to participation in a multi-employer pension plan, $2.4 million related to employee severance, and $1.1 million of other costs.

F-105

The Penn Traffic Company

Notes to the Consolidated Financial Statements (Continued)

Note 10—Dispositions and Discontinued Operations (Continued)

        Discontinued operations consist of the following for the years ended January 31, 2009, February 2, 2008, and February 3, 2007 (in thousands):

	Year Ended January 31, 2009			Year Ended February 2, 2008			Year Ended February 3, 2007
Bakery—loss on disposal	$	—		$	(8,200	)	$	—
Bakery—results of operations		(155	)		(3,070	)		(587	)
Wholesale food distribution—gain on sale of assets		26,813			—			—
Wholesale food distribution—results of operations		3,983			2,051			449
Retail stores—gain on sale of assets(1)		6,031			—			—
Retail stores—loss on store closings(2)		(746	)		—			—
Retail stores—asset impairment charge(3)		(3,294	)		—			—
Retail stores—results of operations(4)		(5,589	)		(3,262	)		(1,739	)
Gain/(loss) from discontinued operations, excluding taxes	$	27,043		$	(12,481	)	$	(1,877	)

(1)

Includes gain on sale of assets associated with eight stores disposed of by the Company.

(2)

Includes loss on store closings associated with five stores disposed of by the Company.

(3)

Includes asset impairment charges associated with ten stores disposed of by the Company.

(4)

Includes results of operations of sixteen stores disposed of by the Company.

        Wholesale food distribution results of operations includes revenues of $203.1 million, $208.3 million, and $215.4 million for the years ended January 31, 2009, February 2, 2008, and February 3, 2007, respectively. Retail stores results of operations includes revenues of $64.9 million, $115.3 million, and $125.3 million for the years ended January 31, 2009, February 2, 2008, and February 3, 2007, respectively. Revenues of the commercial bakery operation amounted to $12.0 million and $17.0 million for the years ended February 2, 2008 and February 3, 2007, respectively. Interest expense of $3.1 million, $3.9 million, and $3.1 million is included within "Wholesale food distribution—results of operations" for the years ended January 31, 2009, February 2, 2008, and February 3, 2007, respectively. The amounts were based on the principal amount of debt that was required to be paid with the proceeds from the sale of the segment.

Note 11—Retirement Plans

        Following the merger of two plans during the fiscal year ended January 31, 2009, the Company now has three noncontributory defined benefit pension plans covering certain union personnel. The Company's policy is to fund pension benefits to the extent contributions are deductible for tax purposes and in compliance with federal laws and regulations. For the Company's plans, normal retirement age is either 62 or 65, but provisions are made for earlier retirement. Benefits are determined either on average annual compensation and years of service, or as a pre-determined amount for each year of service. Full vesting occurs upon completion of five years of service. Assets of the Company's pension plans primarily consist of investments in publicly traded equity and debt securities.

        Actuarial gains and losses are amortized subject to the corridor method, which consists of amortizing over the remaining service lives of active employees only the portion of net cumulative

F-106

The Penn Traffic Company

Notes to the Consolidated Financial Statements (Continued)

Note 11—Retirement Plans (Continued)

actuarial gains and losses that exceeds the greater of 10% of either the projected benefit obligation or the fair value of the plan assets.

        During the fiscal year ended January 31, 2009, the Company recorded $24.0 million of net unrecognized actuarial losses and during the years ended February 2, 2008 and February 3, 2007, recorded net unrecognized actuarial gains of $13.3 million and $3.2 million, respectively, resulting in a corresponding increase and reduction in the defined benefit pension plan liability at such dates. The loss recorded during the year ended January 31, 2009, was a result of actual return on plan assets as compared to assumptions estimated by management in the actuarial valuation for the Plans as well as certain other actuarial assumptions. The gain recorded during the year ended February 2, 2008, primarily related to a reduction in the defined benefit obligation of the Company's most significant defined benefit plan resulting from adjustments of actuarial assumptions relating to participants' status. Unrecognized losses and gains were recognized as an element of other comprehensive loss and recorded in other accumulated other comprehensive (loss) income.

        A curtailment occurred in two plans due to a significant decrease in future working years as a result of store closings during the year ended January 31, 2009. The total curtailment gain of $2.1 million reduced the projected benefit obligation to calculate the unfunded status of the plans at January 31, 2009. Approximately $2.0 million of the curtailment was recognized as net periodic pension benefit during the year ended January 31, 2009, while $0.1 million of the gain was included in unrecognized net actuarial loss in other comprehensive loss as of January 31, 2009.

        The following table sets forth the plans' benefit obligations, fair value of plan assets, and funded status as of January 31, 2009 and February 2, 2008:

	January 31, 2009			February 2, 2008
Change in benefit obligation:
Benefit obligation at beginning of year	$	(92,310	)	$	(106,798	)
Service cost		(1,253	)		(1,980	)
Interest cost		(5,897	)		(6,238	)
Actuarial gain		984			17,478
Curtailments / amendment		2,119			(25	)
Benefits paid		5,035			5,253
Benefit obligation at end of year	$	(91,322	)	$	(92,310	)
Change in plan assets:
Fair value of plan assets at beginning of year	$	85,984		$	84,647
Actual return on plan assets		(18,812	)		2,128
Employer contributions		3,282			4,462
Benefits paid		(5,035	)		(5,253	)
Fair value of plan assets at end of year	$	65,419		$	85,984
Underfunded status (included in non-current liabilities)	$	(25,903	)	$	(6,326	)

        Amounts recorded in accumulated other comprehensive (loss) income on a pre-tax basis consist of net actuarial loss (gain) of $0.5 million and $(24.6) million as of January 31, 2009 and February 2, 2008, respectively. Amounts recorded in accumulated other comprehensive loss will be subsequently

F-107

The Penn Traffic Company

Notes to the Consolidated Financial Statements (Continued)

Note 11—Retirement Plans (Continued)

recognized as a component of net periodic pension cost pursuant to the Company's accounting policy for amortizing such amounts. Approximately $0.1 million is expected to be recognized as a component of net periodic pension cost for the year ending January 30, 2010.

        Amounts recognized as components of net periodic pension (benefit) cost are as follows:

		Year Ended January 31, 2009			Year Ended February 2, 2008			Year Ended February 3, 2007
Components of net periodic pension cost:
	Service cost	$	1,253		$	1,980		$	1,982
	Interest cost		5,897			6,238			5,975
	Expected return on plan assets		(6,372	)		(6,386	)		(5,975	)
	Curtailment gain		(2,032	)		—			—
	Amortization of net actuarial gains		(945	)		(118	)		—
	Net periodic pension (benefit) cost	$	(2,199	)	$	1,714		$	1,982

        Changes in plan assets and benefit obligations recognized in comprehensive loss are as follows (amounts are before tax):

	Year Ended January 31, 2009			Year Ended February 2, 2008			Year Ended February 3, 2007
Net periodic pension (benefit) cost	$	(2,199	)	$	1,714		$	1,982
Incurred net actuarial loss (gain)		24,040			(13,337	)		(3,172	)
Amortization of net actuarial gain		945			118			—
Total recognized in other comprehensive loss (income)		24,985			(13,219	)		(3,172	)
Total recognized in comprehensive loss	$	22,786		$	(11,505	)	$	(1,190	)

        The weighted-average assumptions used to determine the net benefit obligation as of year-end are as follows:

	January 31, 2009			February 2, 2008
Discount rate		6.51	%		6.43	%
Rate of compensation increase		3.00	%		3.00	%

        The weighted-average assumptions used to determine the net periodic pension (benefit) cost are as follows:

	Year Ended January 31, 2009			Year Ended February 2, 2008			Year Ended February 3, 2007
Discount rate		6.43	%		5.97	%		5.68	%
Rate of compensation increase		3.00	%		3.00	%		3.00	%
Expected return on plan assets		7.50	%		7.50	%		7.50	%

F-108

The Penn Traffic Company

Notes to the Consolidated Financial Statements (Continued)

Note 11—Retirement Plans (Continued)

        The target and actual investment allocations of the Company's pension plan assets are as follows:

	January 31, 2009						February 2, 2008
	Target Range			Actual Allocation			Target Range			Actual Allocation
Equity securities		50% to 60	%		44	%		50% to 60	%		51	%
Debt securities		40% to 50	%		42	%		40% to 50	%		38	%
Cash and other		0% to 10	%		14	%		0% to 10	%		11	%

        The Company's investment policies and strategies for the pension benefit plans use target allocations for individual asset categories. The Company's investment goals are to maximize returns subject to specific risk management policies. The Company, in conjunction with its investment advisers and plan trustees, meets quarterly and annually to review investment performance and actual allocation versus target allocation. The Company considers the actual asset categories of the invested assets and the historical rates of return of those categories as the basis for establishing the expected long-term rate of return on plan assets.

        Within the cash and other asset category there is approximately $7.7 million and $8.3 million of real estate holdings that comprise approximately 11.8% and 10.5% of the category at January 31, 2009 and February 2, 2008, respectively. The real estate investment is a common collective trust that primarily invests in core institutional-quality office, retail, industrial and multi-family properties located throughout the United States and is diversified by product type, geographic region and economic exposure in order to mitigate investment risk. The asset is a level 3 investment as defined under SFAS 157 and is valued on a quarterly basis following a calendar year. While the investment is an open-end fund, requests for redemption of units in the fund are subject to a redemption notice that may be redeemed in installments as funds become available for such purpose.

        For the years ended January 31, 2009, February 2, 2008, and February 3, 2007, the Company contributed $3.3 million, $4.5 million, $4.3 million, respectively, to the defined benefit pension plans. For the year ending January 31, 2010, the Company expects to contribute $4.0 million to these plans.

        The amount of benefits expected to be paid in the future is as follows (in thousands):

Year	Amount
2010	$	5,008
2011		5,162
2012		5,220
2013		5,455
2014		5,638
2015 - 2019		31,525

        The Company maintains a 401(k) savings plan for eligible employees. The plan provides for matching contributions by the Company for all employees not covered by other union pension plans. The Company's contributions aggregated $1.7 million, $1.9 million, and $1.4 million for the years ended January 31, 2009, February 2, 2008, and February 3, 2007, respectively.

F-109

The Penn Traffic Company

Notes to the Consolidated Financial Statements (Continued)

Note 11—Retirement Plans (Continued)

        The Company also participates through its collective bargaining agreements that provide for employer contributions to fund union-sponsored pension and other benefits. The Company's contributions aggregated $4.9 million, $4.9 million, and $5.2 million for the years ended January 31, 2009, February 2, 2008, and February 3, 2007, respectively. The Company incurred a withdrawal liability from one plan of $3.1 million during the year ended February 2, 2008, in connection with the closing of the commercial bakery operation. While the Company has not indicated an intention to withdraw from any other multiemployer plan, such withdrawal could result in an obligation to the plans for a portion of unfunded benefit obligations of the particular plans. The Company's remaining aggregate withdrawal liability at January 31, 2009, is approximately $77 million. Approximately 87% of the Company's employees are unionized, 93% of whom are members of one union.

Note 12—Commitments and Contingencies

        The United States Attorney Office for the Northern District of New York (the "USAO") and the Securities and Exchange Commission ("SEC") have been conducting investigations relating to certain of the Company's accounting practices and policies prior to the Company's emergence from bankruptcy in April 2005. The Company has been cooperating with these investigations and has produced documents and made Company employees available for interviews as requested.

        On September 17, 2007, the SEC filed civil fraud charges against the Company's former Chief Marketing Officer and former Vice President, Non-Perishables Marketing alleging that such individuals orchestrated a scheme to inflate the Company's income and other financial results by prematurely recognizing promotional allowances received from vendors from approximately the second quarter of fiscal year 2001 through at least the fourth quarter of fiscal year 2003. These officers had been terminated by the Company in February 2006. The SEC's complaint further alleges that the individuals deceived the Company's accounting personnel to carry out their fraudulent scheme and aided and abetted the Company's violations of the Securities Exchange Act of 1934 and rules thereunder. In addition, on the same date, the USAO announced that a federal grand jury has returned an indictment against the above-mentioned individuals on related criminal charges.

        On September 30, 2008, the Company reached a settlement with the SEC with respect to its ongoing investigation. Without admitting or denying the allegations in the SEC's complaint, the Company agreed to settle the charges by consenting to a permanent injunction against any future violations of the federal securities laws. The SEC imposed no fines or monetary penalties on the Company. As part of the settlement, the Company has hired an independent examiner who will provide annual reports to the SEC, the USAO and the Company's board on, among other things, the Company's promotional-allowance internal controls and financial reporting. The examiner will serve for three years. Other settlement terms included the Company's consent to reform its internal controls and policies and procedures related to promotional allowances, as well as implementation of a telephone hotline for associates and vendors to anonymously notify the company of misconduct related to promotional allowances.

        On October 28, 2008, the Company entered into a non-prosecution agreement with the USAO. Under the agreement, the USAO has agreed not to prosecute the Company for any crimes committed by its employees between 2001 and 2004 relating to the matters that were the subject of the USAO's previously announced investigation of, among other things, the Company's accounting policies, practices

F-110

The Penn Traffic Company

Notes to the Consolidated Financial Statements (Continued)

Note 12—Commitments and Contingencies (Continued)

and related conduct. The USAO's obligations under the agreement are subject to a number of conditions, including the Company's:

•

acceptance of responsibility for the conduct of its employees between 2001 and 2004;

•

adoption of the remedial measures required under, and compliance with the terms of, the previously announced settlement of the SEC's investigation of the Company, including its compliance with specified federal securities laws; and

•

provision of full cooperation to the USAO and Federal Bureau of Investigation with respect to their ongoing investigations through the conclusion of any and all related criminal trials.

        If the USAO determines that the Company has deliberately given false, incomplete or misleading information under the agreement, or if the Company commits a crime or otherwise knowingly, intentionally and materially violates any provision of the agreement, then the Company may be subject to prosecution for any federal criminal violation of which the USAO has knowledge, including any federal criminal violation relating to the matters subject to the USAO's investigation. The Company agreed that any such prosecutions that are not time-barred by the applicable statute of limitations on the date of the agreement may be commenced against the Company notwithstanding the expiration of the statute of limitations after the date of the agreement.

        The Company has incurred significant legal costs associated with these matters to date and may continue to do so. These costs are recorded in selling and administrative expenses as incurred.

        On March 12, 2008, the Company commenced an action in the Supreme Court for the State of New York for the County of Onondaga seeking declaratory judgment to resolve a dispute over the lease term for commercial property pertaining to a store that was closed in 2007. The Company is seeking an order declaring the proper and effective lease termination date to be November 30, 2009, rather than June 30, 2017, the date asserted by the landlord. The Company estimates that the increased rent expense for the additional lease term asserted by the landlord to be approximately $2.8 million. At present, the Company is unable to estimate the likelihood of an unfavorable outcome and accordingly, no liability has been recorded for this contingency.

        The Company enters into various purchase commitments in the ordinary course of business. In the opinion of management, no losses are expected to result from these purchase commitments. In connection with the supply agreement for grocery and other non-perishable merchandise (see Note 4), the Company is obligated to generate annual fees of at least $3.0 million to the supplier. In connection with the five-year supply agreement for general merchandise and health and beauty products (see Note 10), the Company is obligated to pay a fee of 1.5% of the amount by which purchases by the Company are less than $20 million in each six-month period during the term of the agreement.

        As discussed in Note 10, the consideration received by the Company for the sale of the wholesale food distribution business is subject to a true-up calculation based on the volume of shipments to certain wholesale customers in the twelve months immediately following the sale compared to the Company's fiscal year ended February 2, 2008 (the "Base Year").

        In connection with the sale of the wholesale food distribution business (see Note 10), we currently guarantee the future lease payments to be made by the owners of certain independent grocery stores for a period of one to seven years. The aggregate future lease payments guaranteed by the Company was $0.7 million as of January 31, 2009.

F-111

The Penn Traffic Company

Notes to the Consolidated Financial Statements (Continued)

Note 12—Commitments and Contingencies (Continued)

        See Note 6 with respect to commitments under outstanding stand-by letters of credit.

Note 13—Preferred Stock

        On December 13, 2007, the Company issued 10,000 shares of $.01 par value Series A Convertible Preferred Stock to entities affiliated with certain principal common shareholders for an aggregate purchase price of $10 million. The preferred stock accrues dividends at a rate of 8% per annum and is convertible into shares of the Company's common stock after December 13, 2008, at a conversion price of $16.12 per share. As of January 31, 2009, no shares had been converted. The preferred stock is redeemable at the option of the Company after December 13, 2009, provided the market price of the common stock of the Company exceeds $20.96 per share for 20 consecutive days. Upon a sale of the Company, as defined, the holders of the preferred stock will have the option to receive 108% of the original purchase price of the shares and all accrued but unpaid dividends. As of January 31, 2009, accumulated preferred stock dividends aggregated $0.9 million.

Note 14—Stock Award Plan

        On December 15, 2006, the Company established the 2006 Omnibus Award Plan (the "Award Plan"). Pursuant to the provisions of the Award Plan, the Company can grant stock options, restricted stock, phantom stock and stock appreciation rights. The number of shares of common stock that can be granted is limited to 902,268 in the aggregate.

        On December 15, 2006, the Company granted an aggregate of 150,000 shares of phantom stock to two officers of the Company. The awards provide for a payment in cash on the settlement date of May 1, 2009, or earlier in certain circumstances, of the difference between the value of the Company's common stock on the grant date and the settlement date. In accordance with SFAS 123(R) the awards are being accounted for as compensation expense and a corresponding liability over the period to settlement date based on changes in the value of the Company's common stock. On October 1, 2007, 100,000 of these shares were forfeited.

        On May 14, 2007, the Company granted an aggregate of 22,685 shares of phantom stock to five non-officer directors. The awards provide for a payment in cash on the settlement date, which is the earlier of when the individual ceases to be a member of the Company's board of directors or upon the occurrence of a change in control, as defined, of the value of an equivalent number of shares of common stock. The award was fully vested upon the grant date.

        On February 4, 2008, the Company granted an aggregate of 15,575 additional shares of phantom stock to the same five non-officer directors.

        Compensation expense amounting to $0.2 million and $0.1 million was recognized during the years ended February 2, 2008 and February 3, 2007, respectively, in connection with the Award Plan. Compensation benefit amounting to $0.2 million was recognized during the year ended January 31, 2009, in connection with the Award Plan.

Note 15—Net Loss Per Share

        Basic and diluted net loss per share is based on the net loss available to common stockholders (computed by increasing the net loss by preferred stock dividends for the period) and the number of shares of common stock issued and estimated to be issued pursuant to the Company's bankruptcy

F-112

The Penn Traffic Company

Notes to the Consolidated Financial Statements (Continued)

Note 15—Net Loss Per Share (Continued)

reorganization plan. Shares of common stock issued and estimated to be issued in settlement of claims filed in the Company's Chapter 11 proceeding are treated as outstanding as of the effective date of the Company's bankruptcy reorganization plan. Shares of common stock estimated to be issued in connection with the settlement of remaining claims were 188,164 at February 2, 2008 and 201,055 at February 3, 2007. There are no shares of common stock estimated to be issued as of January 31, 2009 as a result of settling all claims relating to the bankruptcy reorganization. Diluted loss per share for the years ended January 31, 2009 and February 2, 2008, does not include 626,550 shares of common stock issuable on the conversion of the preferred stock as the effect is anti-dilutive.

        Net loss per basic and diluted share is calculated as follows (in thousands, except per share data):

	Year Ended January 31, 2009			Year Ended February 2, 2008			Year Ended February 3, 2007
Loss from continuing operations	$	(34,070	)	$	(29,227	)	$	(26,073	)
Less: cumulative preferred stock dividends		(800	)		(112	)		—
Loss available to common stock holders		(34,870	)		(29,339	)		(26,073	)
Gain (loss) from discontinued operations		16,473			(12,481	)		(1,877	)
Net loss available to common stockholders	$	(18,397	)	$	(41,820	)	$	(27,950	)
Weighted average shares		8,641,676			8,501,323			8,498,752
Loss per share from continuing operations	$	(4.04	)	$	(3.45	)	$	(3.07	)
Gain (loss) per share from discontinued operations		1.91			(1.47	)		(0.22	)
Net loss per share—basic and diluted	$	(2.13	)	$	(4.92	)	$	(3.29	)

Note 16—Supplemental Cash Flow Information

	Year Ended January 31, 2009		Year Ended February 2, 2008		Year Ended February 3, 2007
Cash paid for interest	$	7,245	$	8,053	$	7,183
Cash paid for income taxes	$	217	$	114	$	128
Non-cash reduction in intangible assets(1)	$	6,824	$	5,693	$	2,068

(1)

To the extent the Company realizes net operating loss carryforwards or deductible temporary differences that arose prior to the Company's emergence from bankruptcy for which a valuation allowance has been provided, the resulting benefits are allocated to reduce intangible assets that were recognized upon emergence from bankruptcy.

Note 17—Reorganization and Other Expenses

        Reorganization expense includes professional fees and other expenses incurred in connection with the Company's Chapter 11 bankruptcy proceedings. Other expenses for the year ended February 2, 2008, consist of $4.8 million in professional fees and other expenses incurred in connection with a proposed acquisition that was not consummated.

F-113

The Penn Traffic Company

Notes to the Consolidated Financial Statements (Continued)

Note 18—Quarterly Financial Data (unaudited)

        Summarized below is quarterly financial data for the years ended January 31, 2009 and February 2, 2008:

	January 31, 2009
	1st			2nd			3rd			4th
Fiscal 2009	13 Weeks Ended May 3, 2008			13 Weeks Ended August 2, 2008			13 Weeks Ended November 1, 2008			13 Weeks Ended January 31, 2009
Sales from continuing operations	$	211,685		$	228,051		$	214,542		$	218,024
Gross profit on sales from continuing operations		66,351			69,610			65,587			65,439
Loss from continuing operations		(12,274	)		(2,827	)		(4,541	)		(14,428	)
(Loss)/income from discontinued operations		(158	)		(570	)		(1,044	)		18,245	(1)
Net (loss)/income		(12,431	)		(3,397	)		(5,585	)		3,816
Basic and diluted loss per share from continuing operations		(1.44	)		(0.36	)		(0.54	)		(1.70	)
Basic and diluted net loss per share		(1.47	)		(0.42	)		(0.67	)		0.43

	February 2, 2008
	1st			2nd			3rd			4th
Fiscal 2008	13 Weeks Ended May 5, 2007			13 Weeks Ended August 4, 2007			13 Weeks Ended November 3, 2007			13 Weeks Ended February 2, 2008
Sales from continuing operations	$	218,232		$	234,995		$	219,417		$	223,304
Gross profit on sales from continuing operations		68,152			74,393			69,293			66,961
Loss from continuing operations		(7,178	)		(4,972	)		(7,918	)		(9,159	)
(Loss)/income from discontinued operations		(232	)		60			(1,658	)		(10,651	)(2)
Net (loss)/income		(7,410	)		(4,912	)		(9,576	)		(19,810	)
Basic and diluted loss per share from continuing operations		(0.84	)		(0.59	)		(0.93	)		(1.09	)
Basic and diluted net loss per share		(0.87	)		(0.58	)		(1.13	)		(2.34	)

(1)

Includes a $26.8 million gain on sale of the wholesale food distribution business.

(2)

Includes an $8.2 million loss on disposal of the commercial bakery operations.

Note 19—Subsequent Events

1. Chapter 11 Bankruptcy

        On October 30, 2009, the agent for the lenders under the Company's revolving credit and term loan agreement notified the Company that events of default had occurred and continued to exist under the terms of that agreement. The default notice asserted that the Company had overstated the value of certain machinery and equipment in the Company's borrowing base certificates because the Company had failed to timely deliver title documents for such machinery and equipment to the agent as required under the credit and term loan agreement. Upon notification, the documentation was provided; however, no waiver of the asserted default was obtained. On November 5, 2009, the agent for the

F-114

The Penn Traffic Company

Notes to the Consolidated Financial Statements (Continued)

Note 19—Subsequent Events (Continued)

lenders under the Company's supplemental real estate credit agreement notified the Company that events of default under the revolving credit and term loan agreement constitute an event of default under the terms of the supplemental real estate credit agreement. Forbearance agreements were entered into with such agents and lenders pursuant to which they agreed to forbear from exercising any of their rights or remedies under the agreements arising out of these events of default until no later than November 25, 2009.

        On November 18, 2009, the Company filed voluntary petitions for relief under Chapter 11 of the United States Bankruptcy Code (the "Bankruptcy Code") in the United States Bankruptcy Court for the District of Delaware (the "Bankruptcy Court") in order to ensure sufficient liquidity to maintain ongoing operations and to facilitate an orderly sale of its stores and other assets with the consent of its senior secured lenders. The Company continued to manage its properties and operate its business as a "debtor-in-possession" under the jurisdiction of the Bankruptcy Court and in accordance with the applicable provisions of the Bankruptcy Code.

        On November 19, 2009, the Bankruptcy Court issued an interim order authorizing an arrangement under which, among other things, the Company's senior secured lenders consented to the Company using its cash collateral to a limited extent in order to fund and obtain letters of credit for ongoing operations. Under the arrangement the Company was allowed to use its cash collateral solely for purposes identified in a budget approved by the lenders and agreed to commence a process to sell all or substantially all of its assets.

        The above matters raise substantial doubt as to the Company's ability to continue as a going concern. The accompanying consolidated financial statements have been prepared on a going-concern basis, which contemplates continuity of operations, realization of assets and liquidation of liabilities in the ordinary course of business and do not give effect to any adjustments to the carrying value of assets and liabilities that may become necessary as a consequence of the bankruptcy proceedings. However, as a result of the bankruptcy filing, such realization of assets and liquidation of liabilities are subject to substantial doubt. While operating as a debtor-in-possession under the protection of Chapter 11 of the Bankruptcy Code, and subject to Bankruptcy Court approval or otherwise as permitted in the ordinary course of business, the Company may sell or otherwise dispose of assets and liquidate liabilities for amounts other than those reflected in the consolidated financial statements.

2. Sale of Assets to Tops Markets, LLC

        On January 7, 2010, the Company entered into an asset purchase agreement (the "Asset Purchase Agreement") with Tops Markets, LLC ("Tops") pursuant to which the Company agreed to sell Tops substantially all the assets of the Company (the "Company's Business") in exchange for $85.0 million (the "Purchase Price") and the assumption of certain liabilities associated with these operations. Tops agreed to make a $12.5 million deposit towards the Purchase Price prior to January 13, 2010. Upon closing, $12.5 million of the Purchase Price was placed in escrow and will be repaid to Tops in the event of downward adjustments in the Purchase Price to the extent (1) the Company's inventory levels are less than $38.0 million at the closing, (2) the assets acquired by Tops are damaged in an amount exceeding $1.0 million prior to the closing, or (3) the value of the assets to be acquired by Tops is reduced due to Tops being unable to re-brand and remodel any of the Company's supermarkets because lessor(s) of such facilities have failed to consent or waive applicable restrictions. As additional consideration for the sale, the Company also obtained (1) an agreement with a supplier to reduce

F-115

The Penn Traffic Company

Notes to the Consolidated Financial Statements (Continued)

Note 19—Subsequent Events (Continued)

claims asserted by the supplier against the Company's Business by approximately $27.0 million, and (2) agreements with a union and its pension plan to reduce claims asserted by them against the Company's Business by approximately $72.0 million.

        The closing of the sale is conditioned upon the Company and Tops entering into (1) a transition services agreement providing that the Company will provide services to Tops to facilitate the transfer of the Company's Business (the "Transition Services Agreement"), (2) an agency agreement authorizing Tops to act as the Company's agent to sell the merchandise at and conduct going out of business sales at certain of the Company's stores (the "Agency Agreement"), and (3) an interim operating agreement authorizing Tops to act as the Company's agent to operate certain of the Company's stores pending Tops' decision to assume or reject unexpired leases of the stores (the "Interim Operating Agreement").

        The Asset Purchase Agreement was approved by the Bankruptcy Court on January 25, 2010, and the sale of the Company's Business was closed on January 29, 2010.

F-116

The Penn Traffic Company

Condensed Consolidated Balance Sheets

(In thousands)

	October 31, 2009			January 31, 2009
	(unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	29,740		$	56,434
Accounts and notes receivable (less allowance for doubtful accounts of $1,933 and $2,676, respectively)		17,498			19,454
Inventories		37,432			44,306
Prepaid expenses and other current assets		7,308			5,990
Total current assets		91,978			126,184
Capital leases:
Capital leases		10,768			10,768
Less: Accumulated amortization		(4,097	)		(3,357	)
Capital leases, net		6,671			7,411
Fixed assets:
Land		9,036			9,036
Buildings		12,695			12,538
Equipment and furniture		80,203			80,819
Vehicles		8,077			8,020
Leasehold improvements		14,124			10,906
Total fixed assets		124,135			121,319
Less: Accumulated depreciation		(77,840	)		(68,019	)
Fixed assets, net		46,295			53,300
Other assets:
Intangible assets, net		2,493			2,883
Other assets		2,973			3,936
Total other assets		5,466			6,819
Total assets	$	150,410		$	193,714

The accompanying notes are an integral part of these statements.

F-117

The Penn Traffic Company

Condensed Consolidated Balance Sheets (Continued)

(In thousands, except share and per share data)

(unaudited)

	October 31, 2009			January 31, 2009
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Current portion of obligations under capital leases	$	1,272		$	1,519
Current maturities of long-term debt (Note 4)		16,315			17,296
Accounts payable		13,778			8,119
Other current liabilities		34,335			39,848
Deferred income taxes (Note 5)		7,096			7,373
Total current liabilities		72,796			74,155
Non-current liabilities:
Obligations under capital leases		6,554			7,443
Long-term debt (Note 4)		3,099			19,338
Defined benefit pension plan liability (Note 7)		24,423			25,903
Deferred income taxes (Note 5)		583			523
Other non-current liabilities		31,367			30,265
Total non-current liabilities		66,026			83,472
Total liabilities		138,822			157,627
Commitments and contingencies (Notes 4, 7, and 8)
Stockholders' equity (Note 9):
Preferred stock—authorized 1,000,000 shares, $.01 par value; 8,000 and 10,000 shares issued and outstanding at October 31, 2009 and January 31, 2009, respectively		—			—
Common stock—authorized 15,000,000 shares, $.01 par value; 8,779,832 and 8,641,676 shares issued and outstanding at October 31, 2009 and January 31, 2009, respectively		88			86
Capital in excess of par value		128,246			128,248
Deficit		(116,488	)		(91,953	)
Accumulated other comprehensive loss		(258	)		(294	)
Total stockholders' equity		11,588			36,087
Total liabilities and stockholders' equity	$	150,410		$	193,714

The accompanying notes are an integral part of these statements.

F-118

The Penn Traffic Company

Condensed Consolidated Statements of Operations

(In thousands, except share and per share data)

(unaudited)

		Quarter Ended						Year to Date
		October 31, 2009			November 1, 2008			October 31, 2009			November 1, 2008
Revenues		$	198,081		$	214,542		$	606,950		$	654,278
Cost and operating expenses
	Cost of sales		137,591			148,955			419,985			452,730
	Selling and administrative expenses		66,963			68,298			205,491			215,098
	Gain on sale of assets		(78	)		—			(136	)		(660	)
	Gain/(loss) on store closings		—			(99	)		12			420
	Asset impairment charge		—			347			123			1,432
			204,475			217,501			625,475			669,020
Operating loss			(6,394	)		(2,959	)		(18,525	)		(14,742	)
	Interest expense		1,590			1,289			5,257			4,148
	Reorganization and other expenses		(33	)		185			119			366
Loss from continuing operations before income taxes			(7,951	)		(4,433	)		(23,901	)		(19,256	)
	Income tax expense (Note 5)		395			108			303			386
Loss from continuing operations			(8,346	)		(4,541	)		(24,204	)		(19,642	)
Discontinued operations (Note 6)
	Gain/(loss) from discontinued operations		369			(1,044	)		(331	)		(1,771	)
Net loss		$	(7,977	)	$	(5,585	)	$	(24,535	)	$	(21,413	)
Net loss per share—basic and diluted: (Note 3)
	Loss per share from continuing operations	$	(0.97	)	$	(0.54	)	$	(2.83	)	$	(2.35	)
	Gain/(loss) per share from discontinued operations	$	0.04		$	(0.13	)	$	(0.04	)	$	(0.20	)
Net loss per share—basic and diluted		$	(0.93	)	$	(0.67	)	$	(2.87	)	$	(2.55	)
Weighted average shares outstanding			8,779,832			8,650,110			8,727,707			8,650,110

The accompanying notes are an integral part of these statements.

F-119

The Penn Traffic Company

Condensed Consolidated Statements of Cash Flows

(In thousands)

(unaudited)

			For the Period February 1, 2009 to October 31, 2009			For the Period February 3, 2008 to November 1, 2008
Operating activities:
	Net loss		$	(24,535	)	$	(21,413	)
	Adjustments to reconcile net loss to net cash used in operating activities:
		Depreciation and amortization		13,368			17,090
		Provision for doubtful accounts		379			327
		Loss / (gain) on sale of assets		(406	)		(2,757	)
		Asset impairment charge		123			3,178
		Amortization of deferred finance costs		962			608
		Deferred income taxes		(217	)		378
		Phantom stock compensation expense / (benefit)		41			(52	)
Net change in operating assets and liabilities:
		Accounts and notes receivable		1,577			6,912
		Prepaid expenses and other current assets		(1,318	)		645
		Inventories		6,874			37,227
		Other assets		—			(85	)
		Accounts payable and other current liabilities		(179	)		(22,435	)
		Liabilities subject to compromise		—			(2,503	)
		Defined benefit pension plan liability		(1,456	)		(2,644	)
		Other non-current liabilities		1,397			(1,311	)
Net cash used in operating activities				(3,390	)		13,165
Investing activities:
		Capital expenditures		(5,749	)		(5,269	)
		Proceeds from sale of assets		801			5,058
Net cash used in investing activities				(4,948	)		(211	)
Financing activities:
		Payment of mortgages		(220	)		(208	)
		Net borrowing (repayments) under revolving credit facility		(17,000	)		1,500
		Reduction in capital lease obligations		(1,136	)		(1,011	)
		Payment of deferred financing costs		—			(1,255	)
Net cash used in financing activities				(18,356	)		(974	)
Net decrease in cash and cash equivalents				(26,694	)		11,980
Cash and cash equivalents at beginning of period				56,434			20,916
Cash and cash equivalents at end of period			$	29,740		$	32,896

The accompanying notes are an integral part of these statements.

F-120

The Penn Traffic Company

Condensed Consolidated Statements of Stockholders' Equity

For the unaudited period January 31, 2009 to October 31, 2009

(In thousands, except share data)

		Preferred Stock		Common Stock		Capital in Excess of Par Value			Deficit			Accumulated Other Comprehensive (Loss)/Income			Total Stockholders' Equity
Balance at January 31, 2009		$	—	$	86	$	128,248		$	(91,953	)	$	(294	)	$	36,087
	Net loss									(24,535	)					(24,535	)
	Issuance of 138,156 shares of common stock in conversion of preferred stock				2		(2	)								—
	Amortization of net actuarial loss in net pension benefit cost												36			36
	Comprehensive loss															(24,499	)
Balance at October 31, 2009		$	—	$	88	$	128,246		$	(116,488	)	$	(258	)	$	11,588

The accompanying notes are an integral part of these statements.

F-121

The Penn Traffic Company

Notes to Condensed Consolidated Financial Statements (Unaudited)

Note 1—Basis of Presentation

        The financial statements included herein have not been audited. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted; therefore, these financial statements should be read in conjunction with the audited annual financial statements of The Penn Traffic Company and its subsidiaries (the "Company") and related notes thereto. The accompanying unaudited financial statements reflect all adjustments which are, in the opinion of management, necessary in order to present a fair statement of the results for the interim periods presented. Preparing financial statements requires management to make estimates and assumptions that affect the amounts that are reported in the financial statements and accompanying disclosures. Although these estimates are based on management's best knowledge of current events and actions that the Company may undertake in the future, actual results may be different from the estimates.

        The balance sheet as of January 31, 2009, has been derived from the audited consolidated financial statements as of such date, but does not include all of the information and footnotes required by generally-accepted accounting principles ("GAAP") for complete financial statements. All significant intercompany transactions and accounts have been eliminated in consolidation.

        The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual amounts could differ from those estimates. Certain prior year amounts have been reclassified to conform to current year presentation.

Chapter 11 Bankruptcy

        The agent for the lenders under the Company's revolving credit and term loan agreement (the "Revolving Loan Agreement") notified the Company that events of default had occurred and continue to exist under the terms of that agreement and had entered into a forbearance agreement with such agent and lenders. On November 5, 2009 the agent for the lenders under the Company's supplemental real estate credit agreement (the "Supplemental Loan Agreement", and together with the Revolving Loan Agreement, the "Senior Secured Loan Agreements") notified the Company that events of default had occurred and continue to exist under the terms of the Supplemental Loan Agreement, and entered into a forbearance agreement with such agent and lenders.

        Due to these default notices, and in order to ensure sufficient liquidity to maintain ongoing operations while conducting an orderly sale of its retail stores and other assets with the consent of its lenders under the Senior Secured Loan Agreements (the "Senior Secured Lenders"), on November 18, 2009 the Company filed voluntary petitions for relief under Chapter 11 of the United States Bankruptcy Code (the "Bankruptcy Code") in the United States Bankruptcy Court for the District of Delaware (the "Bankruptcy Court"). The Company has and intends to continue to manage its properties and operate its businesses as a "debtor-in-possession" under the jurisdiction of the Bankruptcy Court and in accordance with the applicable provisions of the Bankruptcy Code. No trustee or examiner has been appointed in the Company's case in the Bankruptcy Court.

        On November 19, 2009, the Bankruptcy Court issued an interim order (the "Interim Order") authorizing an arrangement under which, among other things, the Company's Senior Secured Lenders consented to the Company using its cash collateral to a limited extent in order to fund and obtain

F-122

The Penn Traffic Company

Notes to Condensed Consolidated Financial Statements (Unaudited) (Continued)

Note 1—Basis of Presentation (Continued)

letters of credit for ongoing operations. Under the arrangement the Company is allowed to use its cash collateral solely for purposes identified in a budget approved by the Senior Secured Lenders (the "Budget"), and agreed to commence a process to sell all or substantially all of its assets. On December 4, 2009, the Company entered into a comprehensive agency agreement with a joint venture under which the joint venture would act as Agent for the sale of all the Company's assets other than 4 specified retail stores (the "Initial PC Stores") in exchange for a minimum of $36.5 million of sale proceeds, subject to certain adjustments. On the same day the Company also entered into an asset purchase agreement with Price Chopper Operating Co., Inc. ("Price Chopper") pursuant to which the Company agreed to sell Price Chopper substantially all the assets used in the operation of the Initial PC Stores in exchange for $12.3 million. On December 15, 2009, the Company entered a new asset purchase agreement with Price Chopper pursuant to which the Company agreed to sell Price Chopper substantially all the assets used in the operation of 22 of the Company's retail stores (including the Initial PC Stores) in exchange for $54 million (the "PC Agreement"). The comprehensive agency agreement and the PC Agreement are each subject to approval by the Bankruptcy Court.

        These matters create uncertainty relating to the Company's ability to continue as a going concern. The accompanying financial statements do not reflect any adjustments relating to the recoverability of assets and classification of liabilities that might result from the outcome of these uncertainties. In addition, the Company's plan of reorganization could materially change the amounts reported in its consolidated financial statements. The Company's consolidated financial statements as of October 31, 2009, do not give effect to any adjustments to the carrying value of assets and liabilities that may become necessary as a consequence of its bankruptcy proceedings.

        The Company's condensed consolidated financial statements have been prepared on a going-concern basis, which contemplates continuity of operations, realization of assets and liquidation of liabilities in the ordinary course of business. However, as a result of its bankruptcy filing, such realization of assets and liquidation of liabilities are subject to uncertainty. While operating as debtors in possession under the protection of Chapter 11 of the Bankruptcy Code, and subject to Bankruptcy Court approval or otherwise as permitted in the ordinary course of business, the Debtors, or some of them, may sell or otherwise dispose of assets and liquidate or settle liabilities for amounts other than those reflected in the condensed consolidated financial statements.

Reporting Periods

        The Company's fiscal year ends on the Saturday closest to January 31. Fiscal year 2010 is the 52-week period ending January 30, 2010. Fiscal year 2009 was the 52-week period ended January 31, 2009. The information presented is for the 13-week periods ended ("quarter ended") and the 39-week periods ended ("year to date ended") October 31, 2009, and November 1, 2008.

Operating Segments

        On December 21, 2008, the Company completed the sale of its wholesale food distribution business segment. Subsequent to that date, the Company consists of one operating segment, the retail food segment.

F-123

The Penn Traffic Company

Notes to Condensed Consolidated Financial Statements (Unaudited) (Continued)

Note 2—Recent Accounting Standards

        In December 2007, the FASB issued guidance on reporting noncontrolling interests in consolidated financial statements. FASB ASC 810-10-65, "Consolidation", changes the accounting and reporting for minority interests. ASC 810-10-65 is effective for fiscal years beginning on or after December 15, 2008. The recent accounting guidance in this ASC was adopted on February 1, 2009.

        In December 2008, the FASB issued guidance on an employer's disclosures about plan assets of a defined benefit pension plan. FASB ASC 715-20-65, "Defined Benefit Plans", provides guidance on an employer's disclosures about plan assets of a defined benefit pension or other postretirement plan on investment policies and strategies, major categories of plan assets, inputs and valuation techniques used to measure the fair value of plan assets and significant concentrations of risk within plan assets. The recent account guidance in this ASC will be effective for the Company's consolidated financial statements for the fiscal year ending January 30, 2010.

        In April 2009, the FASB issued guidance on interim disclosures about the fair value of financial instruments. FASB ASC 820-10-50, "Fair Value Measurements and Disclosures", requires companies to include the disclosures about the fair value of financial instruments whenever it issues interim financial information. The Company has adopted recent accounting guidance in this ASC.

        In May 2009, the FASB issued guidance on disclosure of subsequent events. FASB ASC 855-10, "Subsequent Events", requires disclosure of the date through which an entity has evaluated subsequent events and whether that represents the date the financial statements were issued or were available to be issued. The Company has adopted recent accounting guidance in this ASC.

        In June 2009, the FASB issued the FASB Accounting Standards Codification ("Codification"). The Codification became the single source for all authoritative GAAP recognized by the FASB and has been applied to financial statements issued for periods ending after September 15, 2009. The Codification does not change GAAP and will not have an effect on the Company's financial position, results of operations or liquidity.

        In August 2009, the FASB issued Accounting Standards Updated ("ASU") No. 2009-05, "Measuring Liabilities at Fair Value." This ASU clarifies the application of certain valuation techniques in circumstances in which a quoted price in an active market for the identical liability is not available and clarifies that when estimating the fair value of a liability, the fair value is not adjusted to reflect the impact of contractual restrictions that prevent its transfer. The guidance provided in this ASU becomes effective for the Company on November 1, 2009. The Company has evaluated this ASU and has determined there are no significant impacts to its financial position or results of operations.

Note 3—Per Share Data

        Basic and diluted net loss per share is based on the net loss available to common stockholders and the number of shares of common stock issued and estimated to be issued pursuant to the Company's 2005 bankruptcy reorganization plan. Diluted loss per share for the fiscal quarters ended October 31, 2009 and November 1, 2008, does not include 571,114 and 665,012 shares of common stock, respectively, issuable on the conversion of preferred stock, which was issued in December 2007, as the

F-124

The Penn Traffic Company

Notes to Condensed Consolidated Financial Statements (Unaudited) (Continued)

Note 3—Per Share Data (Continued)

effect is anti-dilutive. The following table details the calculation of the Company's basic and diluted per share data (amounts in thousands, except share and per share data):

	Quarter Ended						Year to Date
	October 31, 2009			November 1, 2008			October 31, 2009			November 1, 2008
	(unaudited and unreviewed)
Loss from continuing operations	$	(8,346	)	$	(4,541	)	$	(24,204	)	$	(19,642	)
Less: cumulative preferred stock dividends		(160	)		(200	)		(531	)		(604	)
Loss available to common stock holders		(8,506	)		(4,741	)		(24,735	)		(20,246	)
Gain/(loss) from discontinued operations		370			(1,044	)		(331	)		(1,771	)
Net loss available to common stockholders	$	(8,136	)	$	(5,785	)	$	(25,066	)	$	(22,017	)
Weighted average shares		8,779,832			8,650,110			8,727,707			8,650,110
Loss per share from continuing operations	$	(0.97	)	$	(0.54	)	$	(2.83	)	$	(2.35	)
Gain/(loss) per share from discontinued operations		0.04			(0.13	)		(0.04	)		(0.20	)
Net loss per share—basic and diluted	$	(0.93	)	$	(0.67	)	$	(2.87	)	$	(2.55	)

Note 4—Long-term Debt

        The Revolving Loan Agreement provides for a $50 million revolving credit facility commitment that includes a maximum sub-limit commitment for letters of credit of $47.5 million, and a $6 million term loan. Outstanding letters of credit under the revolving credit facility, which are primarily associated with supporting workers' compensation obligations, were approximately $35.8 million at October 31, 2009. The Company has borrowed an additional $10 million under the Supplemental Loan Agreement. The maturity date of both facilities is April 13, 2010. Borrowings under the revolving credit and term loan facility are secured by substantially all the assets of the Company, subject to first liens on certain property by other lenders. Borrowings under the real estate facility are secured by a first lien on substantially all leasehold interests of the Company, and a second lien on real estate owned by the Company. The carrying amount of debt reported in its balance sheet approximates fair value as of October 31, 2009, and January 31, 2009. The Company also has $3.4 million in borrowings under mortgages that mature at various dates through 2021 and are secured by first liens on the related properties.

        The filing of the Chapter 11 petitions (see Note 1) on November 18, 2009, constituted events of default under the Senior Secured Loan Agreements, causing all of the Company's obligations to become immediately due and payable under these agreements. The Company believes that any efforts to enforce such obligations are stayed as a result of the filing of the Chapter 11 petitions with the Bankruptcy Court, subject to the terms of the Interim Order. These events of default may have also constituted an event of default or otherwise triggered repayment obligations under the express terms of other agreements or instruments relating to direct financial obligations of the Company. Although the Interim Order authorizes the Company to use a portion of its cash collateral, which was $21.6 million at October 31, 2009, to fund and obtain letters of credit for ongoing operations in accordance with the restrictive Budget, the agents for the Senior Secured Lenders have notified the Company that they reserve all their rights as a result of the occurrence of certain events, including the right to terminate such use of cash collateral ("Termination Events"). The occurrence of such Termination Events may

F-125

The Penn Traffic Company

Notes to Condensed Consolidated Financial Statements (Unaudited) (Continued)

Note 4—Long-term Debt (Continued)

also result in the termination of the automatic stay under the Bankruptcy Code of any rights of the Senior Secured Lenders to enforce the Company's payment obligations under the Senior Secured Loan Agreements, subject only to the agent for the lenders under either Senior Secured Loan Agreement providing certain written notices.

Note 5—Income Taxes

        The Company maintains a full valuation allowance against substantially all of its deferred tax assets including amounts resulting from net operating loss carry-forwards. The valuation allowance will be maintained until there is sufficient positive evidence to conclude that it is more likely than not that the deferred tax assets will be realized.

        The Company does not have any material tax positions that meet a "more-likely-than-not" recognition threshold. As such, the Company has not recorded any liabilities for uncertain tax positions. During the quarter and year-to-date ended October 31, 2009, there have been no material changes to the amount of uncertain tax positions.

        For federal tax purposes, the Company is subject to a review of its fiscal year ended 2008 tax return. The New York State Department of Taxation and Finance has concluded a desk examination of the Company's New York State tax returns for the fiscal years ended 2004-2008. The New York State examination resulted in no significant changes to the tax returns. For other states tax purposes, the Company is subject to a review of its fiscal years ended 2005 through 2008 state tax returns.

Note 6—Dispositions and Discontinued Operations

        On November 18, 2009, the Company filed voluntary petitions for relief under Chapter 11 of the United States Bankruptcy Code (see Note 1) in the United States Bankruptcy Court for the District of Delaware. The Company will continue to manage their properties and operate their businesses as "debtors-in-possession" under the jurisdiction of the Bankruptcy Court and in accordance with the applicable provisions of the Bankruptcy Code. As part of the arrangement, the Company has agreed to commence a process to sell all or substantially all of their assets, and expect to present offers for the sale of the Company's assets to the Bankruptcy Court for approval by January 2010.

Dispositions

        During the year-to-date ended October 31, 2009, the Company has closed a total of four stores. The results of operations of three of these stores are included within continuing operations. In connection with these store closures, the Company recognized a cumulative impairment loss of $0.1 million, and a cumulative liability of less than $0.1 million in costs associated with the disposal activities.

        During the year to date ended November 1, 2008, the Company closed six stores and sold four others. It is anticipated that revenues will continue to be generated from customers of one of the six closed stores from Company stores located in the same vicinity. The Company will no longer have a presence in the vicinity of the other five closed stores and have reported the results of operations of those stores within discontinued operations. The results of operations of the four stores that were sold are also included within discontinued operations. The stores that were sold resulted in cash proceeds of $3.3 million and associated gain on sale of leasehold and fixed assets of $1.3 million for the year to

F-126

The Penn Traffic Company

Notes to Condensed Consolidated Financial Statements (Unaudited) (Continued)

Note 6—Dispositions and Discontinued Operations (Continued)

date ended November 1, 2008. The Company obtained waivers related to the sale of store assets in accordance with the terms of the credit facilities.

        During the year to date ended November 1, 2008, an impairment loss of $3.2 million (including $0.2 million recognized during the quarter ended November 1, 2008) was recognized with respect to assets related to closed stores. In addition, the Company recorded a liability of $0.9 million representing the present value of the remaining lease rentals reduced by estimated sublease rentals that could be reasonably obtained for five of the six closed stores (one closed store location was owned by the Company.

Gain/(Loss) from Discontinued Operations

        Discontinued operations include revenues from the wholesale business of $58.3 million and $170.8 million for the period and year to date ended November 1, 2008, respectively. Discontinued operations include revenues from the retail stores of $13.7 million and $55.3 million for the period and year to date ended November 1, 2008, respectively. Interest expense of $0.9 million and $2.6 million is also included within discontinued operations for the period and year to date ended November 1, 2008, respectively. The amounts were based on the principal amount of debt that was required to be paid with the proceeds from the sale of the segment.

Note 7—Retirement Plans

        The Company has three noncontributory defined benefit pension plans covering certain union personnel. The Company's policy has been to fund pension benefits to the extent contributions are deductible for tax purposes and in compliance with federal laws and regulations.

        The following table provides the components of net periodic pension cost/(benefit) (in thousands):

	Quarter Ended						Year to Date
	October 31, 2009			August 2, 2008			October 31, 2009			August 2, 2008
	(unaudited and unreviewed)
Service cost	$	269		$	313		$	807		$	939
Interest cost		1,444			1,474			4,332			4,422
Expected return on plan assets		(1,217	)		(1,593	)		(3,651	)		(4,779	)
Amortization of unrecognized actuarial loss/(gain)		20			(236	)		60			(708	)
Net periodic pension cost/(benefit)	$	516		$	(42	)	$	1,548		$	(126	)

        For the quarters ended October 31, 2009 and November 1, 2008, the Company contributed $1.3 million and $1.1 million, respectively, to the defined benefit pension plans. For the year to date ended October 31, 2009 and November 1, 2008, the Company contributed $3.0 million and $2.5 million, respectively, to the defined benefit pension plans.

        The Company maintains a 401(k) savings plan for eligible employees. The plan provides for contributions by the Company for all employees not covered by other union pension plans. The Company's contributions aggregated $0.2 million and $0.4 million for the quarters October 31, 2009 and November 1, 2008, respectively. For the year to date ended October 31, 2009 and November 1, 2008, the Company contributed $0.9 million and $1.3 million, respectively, to the 401(k) plans.

F-127

The Penn Traffic Company

Notes to Condensed Consolidated Financial Statements (Unaudited) (Continued)

Note 7—Retirement Plans (Continued)

        The Company also participates in three union-sponsored, multi-employer defined benefit pension plans. The Company recognizes as net pension expense any required contributions made during the period as well as any required amounts, such as a withdrawal liability, that are due and unpaid, or for which it is probable that such an obligation exists for the Company's portion of the unfunded benefit obligations. For the quarters ended October 31, 2009 and November 1, 2008, the Company made required contributions of $1.2 million and $1.2 million, respectively, to the multi-employer defined benefit pension plans. For the year to date ended October 31, 2009 and November 1, 2008, the Company made required contributions of $5.1 million and $3.6 million, respectively, to the multi-employer defined benefit pension plans. During the quarter ended August 1, 2009, it became probable that a withdrawal liability obligation exists for the Company's portion of the unfunded benefit obligations of one of the three multi-employer plans. Accordingly, the Company recorded a liability of $1.5 million related to this plan.

        Approximately 88% of the Company's employees are unionized, 93% of whom are members of one union. The Company is party to fourteen collective bargaining agreements. As of October 31, 2009, five bargaining agreements are scheduled to expire during the next 12 months.

        The Company's filing for bankruptcy protection on November 18, 2009 raises significant doubt about the ability of the Company to continue to fund and/or maintain the aforementioned plans.

Note 8—Commitments and Contingencies

        The United States Attorney Office for the Northern District of New York (the "USAO") and the Securities and Exchange Commission ("SEC") have been conducting investigations relating to certain of the Company's accounting practices and policies prior to the Company's emergence from bankruptcy in April 2005.

        On September 30, 2008, the Company reached a settlement with the SEC with respect to its ongoing investigation. Without admitting or denying the allegations in the SEC's complaint, the Company agreed to settle the charges by consenting to a permanent injunction against any future violations of the federal securities laws. The SEC imposed no fines or monetary penalties on the Company. As part of the settlement, the Company has hired an independent examiner who will provide annual reports to the SEC, the USAO and the Company's board on, among other things, the Company's promotional-allowance internal controls and financial reporting. The examiner will serve for three years. Other settlement terms included the Company's consent to reform its internal controls and policies and procedures related to promotional allowances, as well as implementation of a telephone hotline for associates and vendors to anonymously notify the Company of misconduct related to promotional allowances.

        On October 28, 2008, the Company entered into a non-prosecution agreement with the USAO. Under the agreement, the USAO has agreed not to prosecute the Company for any crimes committed by its employees between 2001 and 2004 relating to the matters that were the subject of the USAO's previously announced investigation of, among other things, the Company's accounting policies, practices and related conduct. The USAO's obligations under the agreement are subject to a number of conditions, including the Company's:

•

acceptance of responsibility for the conduct of its employees between 2001 and 2004;

F-128

The Penn Traffic Company

Notes to Condensed Consolidated Financial Statements (Unaudited) (Continued)

Note 8—Commitments and Contingencies (Continued)

•

adoption of the remedial measures required under, and compliance with the terms of, the previously announced settlement of the SEC's investigation of the Company, including its compliance with specified federal securities laws; and

•

provision of full cooperation to the USAO and Federal Bureau of Investigation with respect to their ongoing investigations through the conclusion of any and all related criminal trials.

        If the USAO determines that the Company has deliberately given false, incomplete or misleading information under the agreement, or if the Company commits a crime or otherwise knowingly, intentionally and materially violates any provision of the agreement, then the Company may be subject to prosecution for any federal criminal violation of which the USAO has knowledge, including any federal criminal violation relating to the matters subject to the USAO's investigation. The Company agreed that any such prosecutions that are not time-barred by the applicable statute of limitations on the date of the agreement may be commenced against the Company notwithstanding the expiration of the statute of limitations after the date of the agreement.

        On September 17, 2007, the SEC filed civil fraud charges against the Company's former Chief Marketing Officer and former Vice President, Non-Perishables Marketing alleging that such individuals orchestrated a scheme to inflate the Company's income and other financial results by prematurely recognizing promotional allowances received from vendors from approximately the second quarter of fiscal year 2001 through at least the fourth quarter of fiscal year 2003. These officers had been terminated by the Company in February 2006. The SEC's complaint further alleges that the individuals deceived the Company's accounting personnel to carry out their fraudulent scheme and aided and abetted the Company's violations of the Securities Exchange Act of 1934 and rules thereunder. In addition, on the same date, the USAO announced that a federal grand jury has returned an indictment against the above-mentioned individuals on related criminal charges. On August 28, 2009, the two former employees pled guilty to causing false and misleading information and reports to be filed with the SEC; sentencing is scheduled for January 8, 2010.

        The Company has incurred significant legal costs associated with the USAO and SEC investigations since their inception. These costs have been recorded in selling and administrative expenses as incurred. As a result of the aforementioned guilty pleas by the two former employees, the Company anticipates that its legal costs, including individuals' legal reimbursement costs pursuant to an advancement and indemnification obligation, will decrease beginning in the current fiscal quarter and end altogether by the end of the fiscal year. Further, as a result of the Company's November 18, 2009 filing for bankruptcy protection, it is unlikely to have the ability to continue to pay any such costs.

        On March 12, 2008, the Company commenced an action in the Supreme Court for the State of New York for the County of Onondaga seeking declaratory judgment to resolve a dispute over the lease term for commercial property pertaining to a store that was closed in 2007. The Company is seeking an order declaring the proper and effective lease termination date to be November 30, 2009, rather than June 30, 2017, the date asserted by the landlord. The Company estimates that the increased rent expense for the additional lease term asserted by the landlord to be approximately $2.8 million. At present, the Company is unable to estimate the likelihood of an unfavorable outcome and accordingly, no liability has been recorded for this contingency.

        The Company enters into various purchase commitments in the ordinary course of business. In the opinion of management, no losses are expected to result from these purchase commitments. In

F-129

The Penn Traffic Company

Notes to Condensed Consolidated Financial Statements (Unaudited) (Continued)

Note 8—Commitments and Contingencies (Continued)

connection with the supply agreement for grocery and other non-perishable merchandise, the Company is obligated to generate annual fees of at least $3.0 million to the supplier. In connection with the five-year supply agreement for general merchandise and health and beauty products, the Company is obligated to pay a fee of 1.5% of the amount by which purchases by the Company are less than $20 million in each six-month period during the term of the agreement.

        The Company purchases substantially all of its retail merchandise from a single vendor. Any material change in this vendor's results of operation or a termination or material modification of its contractual relationships could have an adverse impact on its supply chain, sales, and earnings.

        The consideration received by the Company for the sale of the wholesale food distribution business is subject to a true-up calculation based on the volume of shipments to certain wholesale customers in the twelve months immediately following the sale compared to the Company's fiscal year ended February 2, 2008. The Company has recorded a liability of less than $0.2 million to date, which is reported within discontinued operations.

        The Company experienced a $2.1 million increase in workers' compensation expense during its second fiscal quarter after one of its insurers asserted a right to several years' worth of retrospective premium adjustments and effected a draw down of such amount from collateral in the form of a standby letter of credit. The Company has disputed the insurer's actions and is seeking restitution.

Note 9—Stockholders' Equity

        On December 15, 2006, the Company established the 2006 Omnibus Award Plan (the "Award Plan"). Pursuant to the provisions of the Award Plan, the Company can grant stock options, restricted stock, phantom stock and stock appreciation rights. The number of shares of common stock that can be granted are limited to 902,268 in the aggregate.

        At October 31, 2009, there were 188,260 shares of phantom stock granted, 150,000 shares of phantom stock forfeited (50,000 of which were forfeited during the year-to-date ended October 31, 2009), and 38,260 shares of phantom stock outstanding to officers and non-officer directors. There are no shares of phantom stock unvested as of October 31, 2009. The awards are accounted for as compensation expense with a corresponding liability over the period to settlement date based on changes in the value of the Company's common stock.

        On May 14, 2009, the holder of 2,000 shares of Penn Traffic preferred stock elected to convert their shares into shares of Penn Traffic common stock. In accordance with the provisions of the preferred stock, the Company issued 138,156 shares of common stock to the holder on the date of conversion.

Note 10—Subsequent Events

        The Company has evaluated potential subsequent events through December 21, 2009, which represents the date the financial statements were issued. All events that occurred subsequent to the date of the financial statements through the date of issuance that have had a significant impact on the financial statements, including the Company filing voluntary petitions for relief under Chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for the District of Delaware on November 18, 2009, have been disclosed in the accompanying notes.

F-130

PART II
INFORMATION NOT REQUIRED IN PROSPECTUS

Item 20.    Indemnification of Officers and Directors

Limitation on Liability of Directors

        Pursuant to authority conferred by Section 102 of the Delaware General Corporation Law (the "DGCL"), Article Seventh of our amended and restated certificate of incorporation (the "Certificate") eliminates the personal liability of directors to us or our stockholders for monetary damages for breach of fiduciary duty, including, without limitation, directors serving on committees of our board of directors. Notwithstanding the foregoing, a director shall be liable to the extent provided by applicable law: (1) for any breach of the directors' duty of loyalty to us or our stockholders; (2) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; (3) under Section 174 of the DGCL; or (4) for any transaction from which the director derived any improper personal benefit.

Indemnification and Insurance

        In accordance with Section 145 of the DGCL, which provides for the indemnification of directors, officers and employees under certain circumstances, Article Eighth of the Certificate grants our directors and officers a right to indemnification, to the fullest extent permitted by the DGCL, for all expenses, liabilities and losses relating to civil, criminal, administrative, arbitrative or investigative actions, suits or proceedings, any appeal in such an action, suit or proceeding, and any inquiry or investigation that could lead to such an action, suit or proceeding (collectively, "proceedings") to which they are a party or are threatened to be made a party (1) by reason of the fact that they are or were our directors or officers or (2) by reason of the fact that, while they are or were our directors or officers, they are or were serving at our request as directors, officers, partners, venturers, proprietors, trustees, employees, agent or similar functionaries of another foreign or domestic corporation, limited liability company, association, partnership, joint venture, sole proprietorship, trust, employee benefit plan or other enterprise, entity or organization.

        Article Eighth of the Certificate further provides for the right to be paid by us expenses (including attorneys' fees) incurred by officers and directors in defending such proceedings in advance of their final disposition to the maximum extent permitted under the DGCL.

        Article Eighth of the Certificate allows the indemnification to inure to the benefit of the indemnitee's heirs, executors, administrators and personal representatives in the event of the death of such indemnitee.

        Article Eighth of the Certificate further provides that the right to indemnification is not exclusive of any other rights that any indemnitee may have or acquire under any statute, bylaw, resolution of stockholders or directors, agreement or otherwise.

        Insofar as indemnification for liabilities arising under the Securities Act may be permitted for directors and officers and controlling persons pursuant to the foregoing provisions, we have been advised that in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.

        Article Eighth of the Certificate authorizes us to purchase and maintain insurance on behalf of any person who is or was our director, officer, employee or agent, or any person who is or was serving at our request as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any expense, liability or loss incurred by such person in any such capacity or arising out of his or her status as such, whether or not we would have the power to indemnity him or her against such liability under the DGCL.

II-1

Item 21.    Exhibits and Financial Data Schedules

(a)

Exhibits:

        See Exhibit Index immediately following the Financial Statement Schedules included in this Registration Statement.

(b)

Financial Statement Schedules:

Schedule I: Condensed Financial Information of Tops Holding Corporation	S-1
Schedule II: Valuation and Qualifying Accounts	S-4

        All other schedules for which provision is made in the applicable accounting regulations of the SEC are not required under the related instructions, are inapplicable or not material, or the information called for thereby is otherwise included in the financial statements and therefore has been omitted.

Item 22.    Undertakings

(a)

Each of the undersigned registrants hereby undertakes:

(1)

To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i)

to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

(ii)

to reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Securities and Exchange Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement;

(iii)

to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

(2)

That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; and

(3)

To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b)

Each of the undersigned registrants hereby undertakes to respond to requests for information that is incorporated by reference into the prospectus pursuant to Items 4, 10(b), 11 or 13 of this S-4, within one business day of receipt of such request, and to send the incorporated documents by first class mail or equally prompt means. This includes information contained in documents filed subsequent to the effective date of the registration statement through the date of responding to the request.

II-2

(c)

Each of the undersigned registrants hereby undertakes to supply by means of a post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in the registration statement when it became effective.

(d)

Insofar as indemnification for liabilities arising under Securities Act of 1933 may be permitted to directors, officers and controlling persons of each of the registrants pursuant to the foregoing provisions, or otherwise, the registrants have been informed that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by either of the registrants of expenses incurred or paid by a director, officer or controlling person of either of the registrants in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, each of the registrants will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.

(e)

Each of the undersigned registrants hereby undertakes as follows: that prior to any public reoffering of the securities registered hereunder through use of a prospectus which is a part of this registration statement, by any person or party who is deemed to be an underwriter within the meaning of Rule 145(c), the issuer undertakes that such reoffering prospectus will contain the information called for by the applicable registration form with respect to reofferings by persons who may be deemed underwriters, in addition to the information called for by the other Items of this S-4.

(f)

Each of the undersigned registrants hereby undertakes that every prospectus (i) that is filed pursuant to the immediately preceding paragraph or (ii) that purports to meet the requirements of Section 10(a)(3) of the Securities Act of 1933 and is used in connection with an offering of securities subject to Rule 415, will be filed as a part of an amendment to the registration statement and will not be used until such amendment is effective, and that, for purposes of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

II-3

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on 9th day of July, 2010.

TOPS HOLDING CORPORATION
By:	/s/ GARY MATTHEWS
	Name:	Gary Matthews
	Title:	President and Chairman

POWER OF ATTORNEY

        Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement and power of attorney have been signed by the following persons in the capacities and on the dates indicated.

        Each individual whose signature appears below constitutes and appoints Gary Matthews as his or her true and lawful attorney-in-fact and agent with full power of substitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign this registration statement and any and all amendments thereto, including post-effective amendments, and to file other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all the said attorney-in-fact and agent may lawfully do or cause to be done by virtue hereof.

Signature	Title	Date
/s/ GARY MATTHEWS Gary Matthews	President and Chairman	July 9, 2010
/s/ ERIC KANTER Eric Kanter	Vice President, Treasurer and Director	July 9, 2010
/s/ FRANK CURCI Frank Curci	Director	July 9, 2010
/s/ ERIC FRY Eric Fry	Director	July 9, 2010
/s/ GREGORY JOSEFOWICZ Gregory Josefowicz	Director	July 9, 2010

II-4

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Williamsville, State of New York, on 9th day of July, 2010.

TOPS MARKETS, LLC
By:	/s/ FRANK CURCI
	Name:	Frank Curci
	Title:	Chief Executive Officer and Director

POWER OF ATTORNEY

        Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement and power of attorney have been signed by the following persons in the capacities and on the dates indicated.

        Each individual whose signature appears below constitutes and appoints Frank Curci as his or her true and lawful attorney-in-fact and agent with full power of substitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign this registration statement and any and all amendments thereto, including post-effective amendments, and to file other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all the said attorney-in-fact and agent may lawfully do or cause to be done by virtue hereof.

Signature	Title	Date
/s/ FRANK CURCI Frank Curci	Chief Executive Officer and Director	July 9, 2010
/s/ KEVIN DARRINGTON Kevin Darrington	Chief Operating Officer and Chief Financial Officer	July 9, 2010
/s/ MARK O'DONNELL Mark O'Donnell	Vice President and Controller	July 9, 2010
/s/ GARY MATTHEWS Gary Matthews	Chairman	July 9, 2010
/s/ ERIC FRY Eric Fry	Director	July 9, 2010

II-5

Signature	Title	Date
/s/ ERIC KANTER Eric Kanter	Director	July 9, 2010
/s/ GREGORY JOSEFOWICZ Gregory Josefowicz	Director	July 9, 2010

II-6

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Williamsville, State of New York, on 9th day of July, 2010.

TOPS PT, LLC
By:	/s/ FRANK CURCI
	Name:	Frank Curci
	Title:	President and Chief Executive Officer

POWER OF ATTORNEY

        Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement and power of attorney have been signed by the following persons in the capacities and on the dates indicated.

        Each individual whose signature appears below constitutes and appoints Frank Curci as his or her true and lawful attorney-in-fact and agent with full power of substitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign this registration statement and any and all amendments thereto, including post-effective amendments, and to file other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all the said attorney-in-fact and agent may lawfully do or cause to be done by virtue hereof.

Signature	Title	Date
/s/ FRANK CURCI Frank Curci	President and Chief Executive Officer	July 9, 2010

II-7

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Williamsville, State of New York, on 9th day of July, 2010.

TOPS GIFT CARD COMPANY, LLC
By:	/s/ FRANK CURCI
	Name:	Frank Curci
	Title:	Chief Executive Officer and Director

POWER OF ATTORNEY

        Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement and power of attorney have been signed by the following persons in the capacities and on the dates indicated.

        Each individual whose signature appears below constitutes and appoints Frank Curci as his or her true and lawful attorney-in-fact and agent with full power of substitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign this registration statement and any and all amendments thereto, including post-effective amendments, and to file other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all the said attorney-in-fact and agent may lawfully do or cause to be done by virtue hereof.

Signature	Title	Date
/s/ FRANK CURCI Frank Curci	Chief Executive Officer and Director	July 9, 2010
/s/ KEVIN DARRINGTON Kevin Darrington	Director	July 9, 2010
/s/ DAVID PRISAZNUK David Prisaznuk	Director	July 9, 2010
/s/ ERIC KANTER Eric Kanter	Director	July 9, 2010

II-8

Schedule I

TOPS HOLDING CORPORATION

CONDENSED FINANCIAL INFORMATION OF TOPS HOLDING CORPORATION

(PARENT COMPANY ONLY)

CONDENSED BALANCE SHEETS

(Dollars in thousands)

		January 2, 2010			December 27, 2008
Assets
Current assets:
	Current deferred tax assets	$	751		$	376
Total current assets			751			376
	Investment in subsidiary		(37,652	)		88,303
Total assets		$	(36,901	)	$	88,679
Liabilities and Shareholders' (Deficit) Equity
Current liabilities:
	Intercompany payable	$	1,900		$	950
Total current liabilities			1,900			950
Total liabilities			1,900			950
Total shareholders' (deficit) equity			(38,801	)		87,729
Total liabilities and shareholders' (deficit) equity		$	(36,901	)	$	88,679

S-1

Schedule I

TOPS HOLDING CORPORATION

CONDENSED FINANCIAL INFORMATION OF TOPS HOLDING CORPORATION

(PARENT COMPANY ONLY)

CONDENSED STATEMENTS OF OPERATIONS

(Dollars in thousands)

			Fiscal 2009 (53 weeks)			Fiscal 2008 (52 weeks)			Fiscal 2007 Successor Period (4 weeks)
Equity (loss) income from subsidiary			$	(24,033	)	$	(9,738	)	$	984
Operating expenses:
	Administrative expenses			(2,036	)		(1,482	)		—
		Total operating expenses		(2,036	)		(1,482	)		—
(Loss) income before income taxes				(26,069	)		(11,220	)		984
Income tax benefit				376			376			—
Net (loss) income			$	(25,693	)	$	(10,844	)	$	984

S-2

Schedule I

TOPS HOLDING CORPORATION

CONDENSED FINANCIAL INFORMATION OF TOPS HOLDING CORPORATION

(PARENT COMPANY ONLY)

CONDENSED STATEMENTS OF CASH FLOWS

(Dollars in thousands)

				Fiscal 2009 (53 weeks)			Fiscal 2008 (52 weeks)			Fiscal 2007 Successor Period (4 weeks)
Net cash used in operating activities				$	(950	)	$	(950	)	$	—
Cash flows provided by (used in) investing activities:
		Dividend			105,000			—			—
		Investment in subsidiary			—			—			(100,000	)
			Net cash provided by (used in) investing activities		105,000			—			(100,000	)
Cash flows (used in) provided by financing activities:
		Dividend			(105,000	)		—			—
		Capital contribution			—			—			100,000
		Change in intercompany payable position			950			950			—
			Net cash (used in) provided by financing activities		(104,050	)		950			100,000
	Net change in cash and cash equivalents				—			—			—
		Cash and cash equivalents—beginning of period			—			—			—
		Cash and cash equivalents—end of period		$	—		$	—		$	—

Note 1—Basis of Presentation

        Tops Holding Corporation (the "Company") investment in subsidiary is stated at cost plus equity in the undistributed earnings of its subsidiary. This condensed financial information of the parent company only should be read in conjunction with the Consolidated Financial Statements of the Company included elsewhere in this annual report.

S-3

Schedule II

TOPS HOLDING CORPORATION

VALUATION AND QUALIFYING ACCOUNTS

(Dollars in thousands)

		Balance at Beginning of Period		Additions Charged to Costs and Expenses		Deductions			Balance at End of Period
Fiscal 2007 Predecessor Period
	Workers' compensation and general liability reserves	$	6,571	$	6,509	$	(5,647	)	$	7,433
Fiscal 2007 Successor Period
	Workers' compensation and general liability reserves		—		538		—			538
	LIFO inventory valuation reserve		—		128		—			128
Fiscal 2008
	Workers' compensation and general liability reserves		538		5,911		(550	)		5,899
	LIFO inventory valuation reserve		128		6,938		—			7,066
Fiscal 2009
	Workers' compensation and general liability reserves		5,899		4,712		(2,308	)		8,303
	LIFO inventory valuation reserve		7,066		249		—			7,315
	Valuation allowance for deferred income tax assets		—		13,896		—			13,896

S-4

EXHIBIT INDEX

2.1	Asset Purchase Agreement, dated as of January 7, 2010, by and between Tops Markets, LLC (or its assignee(s)) and The Penn Traffic Company and its affiliated entities.
2.2	Amendment, dated as of January 29, 2010, of Asset Purchase Agreement, dated as of January 7, 2010, by and among Tops Markets, LLC (or its assignee(s)) and The Penn Traffic Company and its affiliated entities.
3.1	Amended and Restated Certificate of Incorporation of Tops Holding Corporation.
3.2	Certificate of Amendment of the Amended and Restated Certificate of Incorporation of Tops Holding Corporation.
3.3	By-Laws of Tops Holding Corporation.
3.4	Articles of Organization of Tops Markets, LLC.
3.5	Amended and Restated Operating Agreement of Tops Markets, LLC.
3.6	Articles of Organization of Tops PT, LLC.
3.7	Operating Agreement of Tops PT, LLC.
3.8	Articles of Organization of Tops Gift Card Company, LLC.
3.9	Operating Agreement of Tops Gift Card Company, LLC.
4.1	Indenture, dated October 9, 2009, between Tops Holding Corporation and Tops Markets, LLC, the guarantors named therein, and U.S. Bank National Association, as trustee.
4.2	First Supplemental Indenture, dated January 29, 2010, among Tops Holding Corporation and Tops Markets, LLC, the guarantors named therein, and U.S. Bank National Association, as trustee.
4.3	Second Supplemental Indenture, dated February 12, 2010, among Tops Holding Corporation, Tops Markets, LLC, the guarantors named therein, and U.S. Bank National Association, as trustee.
4.4	Registration Rights Agreement, dated October 9, 2009 between Tops Holding Corporation, Tops Markets, LLC, Morgan Stanley & Co. Incorporated, Banc of America Securities LLC and HSBC Securities (USA) Inc.
4.5	Registration Rights Agreement, dated February 12, 2010 between Tops Holding Corporation, Tops Markets, LLC, Morgan Stanley & Co. Incorporated and Banc of America Securities LLC.
4.6	Intercreditor Agreement, dated as of October 9, 2009, by and among Bank of America, N.A., as Initial ABL Agent, and U.S. Bank National Association, as Collateral Agent, and acknowledged by Tops Holding Corporation, Tops Markets, LLC, and the other persons signatory thereto.
4.7	Supplement to the Intercreditor Agreement, dated as of January 29, 2010, by and among Bank of America, N.A., as Initial ABL Agent, and U.S. Bank National Association, as Collateral Agent, and acknowledged by Tops Holding Corporation, Tops Markets, LLC, and the other persons signatory thereto.
4.8	The Security Agreement, dated as of October 9, 2009 among the Issuers, the Guarantors and U.S. Bank National Association, as collateral agent.
4.9	Supplement No. 1 to the Security Agreement, dated as of January 29, 2010 among the Issuers, the Guarantors and U.S. Bank National Association, as collateral agent.
4.10	Trademark Security Agreement, dated as of October 9, 2009, among Tops Markets, LLC, as grantor, and U.S. Bank National Association, as collateral agent.

4.11	Trademark Security Agreement, dated as of January 29, 2010, among Tops PT, LLC, as grantor, and U.S. Bank National Association, as collateral agent.
4.12	Amended and Restated Shareholders' Agreement, dated as of January 29, 2010, among Tops Holding Corporation and the shareholders identified therein.
5.1	Opinion of Shearman & Sterling LLP.
10.1	Credit Agreement, dated as of October 9, 2009, among Tops Markets, LLC, as borrower, the guarantors party thereto, the various lenders and agents party thereto and Bank of America N.A., as administrative agent.
10.2	Amendment to the Credit Agreement, dated as of January 29, 2010, among Tops Markets, LLC, as borrower, the guarantors party thereto, the various lenders and agents party thereto and Bank of America N.A., as administrative agent.
10.3	Joinder Agreement to the Credit Agreement, dated as of January 29, 2010, between Tops PT, LLC and Bank of America, N.A., as administrative agent and collateral agent, swing line lender and L/C issuer under the Credit Agreement.
10.4†	The Supply Agreement, dated as of November 12, 2009 between Tops Markets, LLC and C&S Wholesale Grocers and the other parties thereto.
10.5	Tops Holding Corporation 2007 Stock Incentive Plan, dated as of January 24, 2008.
10.6	Amendment No. 1, dated as of October 27, 2009, of Tops Holding Corporation 2007 Stock Incentive Plan, dated as of January 24, 2008.
10.7	Form of Stock Option Agreement of Tops Holding Corporation.
10.8	Form of Bonus Award Agreement of Tops Holding Corporation.
10.9	Independent Director Compensation Policy of Tops Holding Corporation.
10.10	Executive Employment Agreement, dated as of November 12, 2007, between Tops Holding Corporation and Frank Curci.
10.11	Executive Employment Agreement, dated as of January 24, 2008, between Tops Markets, LLC and Kevin Darrington.
10.12	Executive Employment Agreement, dated as of March 25, 2008, between Tops Markets, LLC and Patrick J. Curran.
12.1	Computation of Ratio of Earnings to Fixed Charges.
21.1	List of Subsidiaries (as of July 9, 2010).
23.1	Consent of Deloitte & Touche LLP.
23.2	Consent of Eisner LLP.
23.3	Consent of Shearman & Sterling LLP (included in Exhibit 5.1)
24.1	Power of Attorney (included in signature page).
25.1	Statement of Eligibility on Form T-1 of U.S. Bank National Association.
99.1	Form of Letter of Transmittal.
99.2	Form of Notice of Guaranteed Delivery.
99.3	Form of Letter to Clients.
99.4	Form of Letter to Registered Holders.
99.5	Form of Letter from Beneficial Owner.

†

Portions of this Exhibit have been omitted and filed separately with the Securities and Exchange Commission as part of an application for confidential treatment pursuant to the Securities Act of 1933, as amended.

EX-2.1

EXHIBIT 2.1

ASSET PURCHASE AGREEMENT

This Asset Purchase Agreement (this “Agreement”) is made and entered into as of this 7th day of January 2010 (the “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. Capitalized terms used in this Agreement are defined or cross-referenced in Exhibit A.

BACKGROUND

A.On November 18, 2009 (the “Petition Date”), Seller commenced voluntary cases for reorganization (collectively, the “Bankruptcy Case”) under Chapter 11 of the Bankruptcy Code, 11 U.S.C. §§ 101 et seq. (the “Bankruptcy Code”), in the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”) and do cketed as Case No. 09-14078 (PJW) (Jointly administered).

B.Seller operates, among others, the supermarkets set forth on Exhibit B, some of which contain pharmacies (collectively, the “Supermarkets,” and collectively, the pharmacies within such Supermarkets are referred to herein as the “Pharmacies”).

C.Buyer desires to purchase substantially all of Seller’s assets, including the Acquired Assets, which include, without limitation, the Supermarkets and certain of the assets used in the operation of the Supermarkets and assume the Assumed Liabilities from Sel ler, and Seller desires to sell, convey, assign and transfer to Buyer such assets, together with the Assumed Liabilities on the terms and conditions set forth in this Agreement.  In addition, Buyer desires to act as agent for Seller in connection with the sale or other disposition of certain of the assets, including, without limitation, conducting going-out-of-business, store closings, or similar sales on behalf of Seller with respect to certain of the Supermarkets and assets of Seller, all in the manner and subject to the terms and conditions set forth in this Agreement and in accordance with sections 105, 363 and 365 and other applicable provisions of the Bankruptcy Code and the Bankruptcy Rules, the Federal Rules of Bankruptcy Procedures and Local Rules of the Bankruptcy Court (the “Bankruptcy Rules”).

D.The Acquired Assets and Assumed Liabilities are assets and liabilities of Seller and are to be purchased and assumed by Buyer pursuant to an order or orders, in a form or forms reasonably acceptable to the parties (collectively, the “Bankruptcy Sale Order”), approving such sale pursuant to sections 105, 363 and 365 of the Bankruptcy Code, free and clear of liens, claims, encumbrances and interests, except for the Assumed Liabilities, which order will include the authorization for the assumption by Seller and assignment to Buyer of the Acquired Contracts and liabilities thereu nder in accordance with section 365 of the Bankruptcy Code, all in the manner and subject to the terms and conditions set forth in this Agreement and the Bankruptcy Sale Order, and in accordance with other applicable provisions of the Bankruptcy Code and Bankruptcy Rules.

E. All capitalized terms and phrases not defined above and as used below shall have those meanings or definitions ascribed to each as set forth in Exhibit A appended hereto and made a part hereof.

AGREEMENT

NOW, THEREFORE, in consideration of the foregoing and their respective representations, warranties, covenants and agreements herein contained, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Seller and  Buyer hereby agree as follows:

ARTICLE 1.  PURCHASE AND SALE OF THE ACQUIRED ASSETS

SECTION 1.1 Transfer of Acquired Assets.  At the Closing, and upon the terms and conditions set forth in this Agreement, Seller shall sell to Buyer, and Buyer shall acquire from Seller, all right, title and interest of Seller in, to and under the Acquired Assets, free and clear of all Liens, Claims and interests including pursuant to the Bankruptcy Code, including Sections 363 and 365 thereof, after giving effect to the Bidding Procedures Order and the Bankruptcy Sale Order, except for the Assumed Liabilities (except for such permitted encumbrances identified by the Seller in Schedule 3.2(b) hereto).  “Acquired Assets” shall mean all of the assets of Seller, wherever located (excluding the Excluded Assets), including, without limitation, the following:

(a)All equipment, machinery, tools, implements, registers, displays, furniture, fixtures, forklifts, trucks, other vehicles and improvements of Seller including, without limitation, those listed on Schedule 1.1(a) (the “Owned Machinery and Equipment”), and all spare parts associated with the Owned Machinery and Equipment, wherever located, including with respect to any spare parts owned by Seller and stored with a maintenance vendor for the Supermarkets or otherwise;

(b)All of Seller’s right, title and interest in and to Contracts relating to Seller’s business set forth under Column A on Schedule 5.6 as provided in Section 5.6, and any and all amendments, ratifications or extensions of the foregoing, together with all rights, privileges, and benefits of Seller thereunder (collectively, the “Acquired Contracts”) including all records, files, folders and information of Seller that pertain to the Acquired Contracts, and Buyer shall have to right designate additional Acquired Contracts or otherwise modify the list of Contracts that shall be Acquired Contracts in its sole discretion at any time prior to Closing in accordance with Section 5.6;

(c)All right, title and interest of Seller in owned real property and all rights of Seller under each real property lease that is designated to be an Acquired Contract pursuant to Section 1.1(b) and Section 5.6, together with Seller’s interests in and to all improvements and fixtures under each such real property lease, and other appurtenances thereto, and Seller’s rights in respect thereof;

(d)All documents that are used in, held for use in or intended to be used in,

2

or that arise in connection with, or are necessary to carry on or are related to the operation of Seller’s business, including documents relating to products, services, marketing, advertising, promotional materials, personnel files for employees and all files, customer files and documents (including credit information), account agreements, books and records required to be maintained in connection with Seller’s business under applicable law, compliance manuals, supervisory policies and procedures, customer lists, supplier lists, records, literature and correspondence, whether or not physically located at any of the Supermarkets, but excluding (i) personnel files for former employees of Seller, (ii) such files as may be required under applicable law regarding privacy, (iii) documents which Seller is not permitted to transfer pursuant to any contractual confidenti ality obligation owed to any third party, and (iv) any documents primarily related to any Excluded Assets; provided, however, if Buyer determines in its sole discretion to purchase documents subject to applicable law regarding privacy related to Seller’s business, all costs of a privacy ombudsman to the extent that the Bankruptcy Court requires a privacy ombudsman to be appointed shall be paid for by Buyer;  provided, however, that no decision to commence an ombudsman process shall be made if that decision should delay closing after January 28, 2010;

(e)All Pharmacy Records, including continued access to computer files retained by Seller for any and all other Pharmacies operated by Seller (irrespective of whether any such Pharmacy was operated in the Supermarkets or elsewhere) but excluding such files as may be required under applicable law regarding privacy; provided, however, if Buyer determines in its sole discretion to purchase Pharmacy Records subject to applicable law regarding privacy related to Seller’s business, all costs of a privacy ombudsman to the extent that the Bankruptcy Court requires a privacy ombudsman to be appointed shall be paid for by Buyer; provided, however, that Seller shall use all reasonable best efforts to ensure that a privacy ombudsman is not required;

(f)All Inventory, including unexpired Pharmacy Inventory, all supplies and other inventories not held for resale and all other items of personal property not specifically excluded below;

(g)All Intellectual Property, including, without limitation (i) Pharmacy Intellectual Property, (ii) all trade names and logos used and all variations and derivations thereof, and any trademark, trade names, logos or symbols containing such names, (iii) all POS systems, (iv) all of Seller’s owned intellectual property related to Seller’s information technology, which shall include without limitation, any intellectual property, data, reports and any other information related to the operations, provision of services and sales related to C&S and/or sales or services to C&S’s independent wholesale customers, including without limitation, any intellectual property, data (including all historical data), reports or information related to merchandising, planograms, sales, promotional data, invoicing, purchase reporting, reportsafe data and tax

3

reporting (the “IT”), including the right to license such IT to any third party, including, without limitation, C&S on an exclusive or non-exclusive basis, in Buyer’s discretion (v) all information technology equipment used in connection with the services provided pursuant to the C&S TSA and/or the 3PL (each as defined in the C&S Agreement) and (vi) all Intellectual Property set forth on Schedule 1.1(g);

(h)Phone numbers for the Supermarkets and Pharmacies;

(i)To the extent transferrable, all of Seller’s right, title and interest in franchises, licenses, permits, approvals, consents, certificates and other authorizations and other rights granted by the Government and all certificates of convenience or necessity, immunities, privileges, grants and other rights (collectively, the “Permits”), including all software and Intellectual Property licenses and support agreements;

(j)All deposits existing as of the Petition Date (including, with respect to Acquired Assets, customer deposits and security deposits for rent, electricity, telephone or otherwise) and prepaid charges and expenses of Seller; and excluding any deposits or prepaid charges and expenses paid on or subsequent to the Petition Date or paid exclusively in connection with or relating exclusively to any Excluded Assets;

(k)All of Seller’s right, title and interest in and to all (i) intangible rights, inchoate rights, transferable rights under warranties made by prior owners, manufacturers, vendors, and third persons, and (ii) rights accruing under applicable statutes of limitation or prescription;

(l)To the extent transferable or assignable, all insurance policies or rights to proceeds thereof other than any policy for directors and officers insurance, provided that Seller shall be named as an additional insured, and retain the right to coverage for liability and costs of defense, on any liability, products liability and errors and omissions insurance coverage under existing policies for pre-Closing occurrences with respect to Acquired Assets;

(m)All goodwill and other intangible assets, including, without limitation, customer and supplier lists and the goodwill associated with Seller’s Intellectual Property;

(n)All rights of Seller under or pursuant to all warranties, representations and guarantees made by (a) suppliers, manufacturers and contractors or (b) by lessors, assignors, grantors or other parties;

(o)All data and records, including records related to employees, human resources, merchandising, risk management, sales by department, price change history, scan data and movement, pricing and other financial records, and any mainframes, processors or other electronic storage of such information and records, but excluding such files as may be required under applicable law regarding privacy; provided, however, if Buyer

4

determines in its sole discretion to purchase data and records subject to applicable law regarding privacy related to Seller’s business, all costs of a privacy ombudsman to the extent that the Bankruptcy Court requires a privacy ombudsman to be appointed shall be paid for by Buyer;

(p)The right, which right may be exercised at any time and from time to time in Buyer’s sole and absolute discretion, to provide notice to Seller (each such notice, a “Lease Assumption Notice”) of Buyer’s election to require Seller, under section 365 of the Bankruptcy Code, to assume and assign to a third party (including, without limitation, Buyer) designated by Buyer (each a “Leased Property Designee”) any or all of the Acquired Contracts (including all real property leases that are deemed to be Acquired Contracts) at no additional cost or expense to Buyer (except for rent and other occupancy expenses for periods occurring after the Closing), subject to Buyer providing necessary assurance of future performance and compliance with any other applicable Bankruptcy Code provisions relating to Buyer’s ability to obtain an assignment of such leases and Contracts; and

(q)All of Seller’s rights, title and interest in and to the assets of Seller, Sunrise Properties, Inc., Pennway Express, Inc., Penny Curtiss Baking Company, Inc., Big M Supermarkets, Inc., Commander Foods Inc., P and C Food Markets Inc. of Vermont, P.T. Development, LLC and P.T. Fayetteville/Utica, LLC (collectively, the “Debtors”) located at the Debtors’ warehouse located in DuBois, Pennsylvania (the “DuBois Warehouse”) and otherwise used by Debtors in connection with the operations at the DuBois Warehouse, including with out limitation, the assets listed on Schedule 2(c)-(4) of the C&S Agreement (the “DuBois Assets”), all other furniture, fixtures, equipment and other personal property including, but not limited to, racks, trade fixtures, machinery, tools, furniture, equipment, refrigeration units, computer equipment, applications, systems, motor vehicles, rolling stock, replacement parts, intangible assets, including, but not limited to, any substitutions or replacements of any of the above, that may occur within the ordinary course of business made between the date hereof and the Closing, located at, used with respect to or related to the DuBois Warehouse (collectively, the “Equipment”), and all of the Debtors’ right, title and interest in and to all manufacturers’ warranties to the extent related to the Equipment and all claims under such warranties, in each case, free and clear of all liens, rights, interests, encumbrances and claims of third parties, other than such permitted encumbrances identified by the Seller in Schedule 3.2(b) hereto; provided, that the Debtors shall transfer, convey and deliver the DuBois Assets and the Equipment to C&S, as Buyer’s designee, at the Closing, other than any transportation equipment, including, without limitation, all trucks, trailers and other related equipment related to the DuBois Warehouse, which shall be included within the definition of “Owned Machinery and Equipment” hereunder.

5

SECTION 1.2 Excluded Assets.  Notwithstanding anything to the contrary in this Agreement, the following assets owned or used by Seller shall not be included in the Acquired Assets (all such properties and assets being referred to as the “Excluded Assets”):

(a)all Cash;

(b)the assets listed on Schedule 1.2(b);

(c)all deposits relating to Excluded Assets or created after the Petition Date;

(d)all documents primarily relating to Excluded Assets;

(e)all Accounts Receivable;

(f)all causes of action, including, without limitation, causes of action pursuant to chapter 5 of the Bankruptcy Code of Seller; and

(g)all of Seller’s right, title and interest in and to any contracts to which it is a party, other than the Acquired Contracts, including, without limitation, the Contracts set forth on Schedule 1.2(f) (the “Excluded Contracts”).

SECTION 1.3  Obligations for Acquired Assets.  From and after the Closing, except for the obligations of Seller that may specifically exist under the Transition Services Agreement, the Interim Operating Agreement and/or the Agency Agreement and actions taken by Seller with respect to matters within the control of Seller (and not at the direction of Buyer), Seller shall have no obligation, liability or responsibility of any nature whatsoever with respect to Acquired Assets.

SECTION 1.4 Assumption of Liabilities.  Except as described in Section 3.2(b)(viii), at the Closing, Seller shall pay all cure obligations (“Cure Amounts”) and assume and assign to Buyer, and thereafter after the Closing Buyer shall pay, perform and discharge, when due, all liabilities and obligations of Seller with respect to Acquired Assets first arising after the Closing Date, which liabilities and obligations are required to be paid by Buyer in accordance with section 365(k) of the Bankruptcy Code (the “Assumed Liabilities”), provided however, that additional rent items, such as percentage rents, common area maintenance charges, prorated taxes or other charges for which Seller may be liable to any landlord up to the Closing Date are the responsibility of Seller.

SECTION 1.5  Retention of Liabilities.  Buyer is assuming only the Assumed Liabilities and is not assuming any other liability or obligation of Seller of whatever nature, whether presently in existence or arising hereafter, including without limitation any Claims asserted or unasserted, known or unknown for injuries to persons or property which are related to circumstances or events that predate the Closing of the transaction contemplated hereunder.  All such other liabilities and obligations shall be retained by and remain liabilities and obligations of Seller (all such liabilities are, collectively, the “Excluded Liabilities”). Without limiting the foregoing, except as expressly provided by Section 1.3 above, neither Buyer nor its Affiliates will be deemed to have assumed or be liable for: (i) any capitalized leases not included in the A cquired Contracts, long-term debt, current liabilities, or any other liabilities of Seller whether or not reflected on the balance sheets of Seller or its bankruptcy schedules; (ii) any intercompany liabilities or amounts due to Seller’s Affiliates; (iii) any liabilities of Seller or any of its Affiliates for

6

any employee retirement, deferred compensation, health, welfare or other benefit plan or program to or with respect to any former or current employees; (iv) any liabilities of Seller or its Affiliates accruing or arising on or before the Closing Date, unless expressly set forth as an Assumed Liability in Section 1.3 above; (v) any  liability or obligation of Seller to any broker, finder or similar party; (vi) all Cure Amounts including all additional items of rents as described in Section 1.3 above owed by Seller, whether accrued or invoiced, up to the Closing Date and (vii) any obligations or liabilities under any of the Excluded Contracts.

SECTION 1.6.  HSR Filings.  Buyer and Seller shall use their respective reasonable best efforts to cause all filings required under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (as amended) (the “HSR Act”) to consummate the transactions contemplated hereby to be made no later than January 8, 2010, but in any event, such filings shall be made no later than January 11, 2010.

ARTICLE 2.  CONSIDERATION

SECTION 2.1 Purchase Price.  The aggregate consideration for the sale, transfer, assignment and conveyance of the Acquired Assets will be (a) $85,000,000 in cash (the “Purchase Price”), (b) the assumption by Buyer of the Assumed Liabilities, (c) the reduction of certain claims asserted by C&S Wholesale Grocers, Inc. (“C&S”) as set forth in the Agreement, dated as of January 7, 2010, between Buyer and C&S (the “C&S Agreement”) and (d) the reduction of certain claims asserted by the United Food and Commercial Workers, Local One (the “UFCW”) and the UFCW Local One Pension Fund (the “Plan”), as set forth in the Memorandum of Agreement, effective as of January 5, 2010, among the Buyer, the UFCW and the Plan, the Memorandum of Agreement, effective as of January 5, 2010, and the stipulation dated as of December 29, 2009 (the “UFCW Plan Stipulation”) among Buyer, Seller, the UFCW and the Plan (collectively, the “Total Consideration”). The Purchase Price shall be payable in accordance with Section 2.3 and Section 3.3(a).  Notwithstanding the foregoing, nothing herein shall limit Seller’s ability to assert or file any objection to the validity or amount of the claims of C&S, the UFCW and/or the Plan.

SECTION 2.2  Buyer’s Deposit.   Buyer shall deliver an earnest money deposit of $12,500,000 (the “Buyer’s Deposit”), unless a different sum is required by order of the Bankruptcy Court, to a third party escrow agent (the “Escrow Agent”) to be agreed upon by Buyer and Seller within three Business Days of the entry of the Bidding Procedures Order.  The Buyer’s Deposit shall be held in escrow in an interest bearing account, with accrued interest added to the Buyer’s Deposit, in accordance with the terms of the Bidding Procedures Order.

SECTION 2.3  Escrow Amount.

(a)At the Closing, Buyer shall deliver to the Escrow Agent a portion of the Purchase Price in an amount equal to $5,000,000 (the “Escrow Amount”).  The Escrow Amount shall be held in escrow in an interest bearing account, with accrued interest added to the Escrow Amount and shall be released as provided in this Section 2.3.  The Escrow Amount shall be the sole source of funds available for any reduction to the Purchase Price pursuant to the terms and conditions set forth in this Agreement.

7

(b)If the Closing does not occur, Seller and Buyer shall jointly instruct the Escrow Agent to release the Escrow Amount to Buyer promptly following termination of this Agreement in accordance with the terms and conditions set forth in this Agreement.

(c)(i)Within thirty (30) days following the Closing Date, Buyer shall prepare and deliver to Seller a schedule (the “Adjustment Schedule”) setting forth its calculation of the aggregate amount of the reduction of the Purchase Price (the “Adjustment Amount”), i f any, to be made pursuant to Section 5.1(h) hereof and describing in reasonable detail the basis therefor.

(ii)Seller shall have fifteen (15) days following receipt of the Adjustment Schedule delivered pursuant to Section 2.3(c)(i) during which to notify Buyer of any dispute of any item contained therein, which notice shall set forth in reasonable detail the basis for such dispute.  Buyer and Seller shall cooperate in good faith to resolve any such dispute as promptly as possible.  Upon such resolution, a final Adjustment Schedule (the “Final Adjustment Schedule”) shall be prepared in accordance with the agreement of Buyer and Seller and the calculation of the Adjustment Amount, if any , based thereon shall be final and binding on the parties.  In the event Seller does not notify Buyer of any such dispute within such fifteen (15)-day period or notifies Buyer within such period that it does not dispute any item contained therein, the Adjustment Schedule delivered pursuant to Section 2.3(c)(i) shall constitute the Final Adjustment Schedule and Buyer’s calculation of the Adjustment Amount, if any, based thereon shall be final and binding upon the parties.

(iii)In the event Buyer and Seller are unable to resolve any dispute regarding the Adjustment Schedule delivered pursuant to Section 2.3(c)(i) within fifteen (15) days following Buyer’s receipt of notice of such dispute, such dispute shall be submitted to, and all issues having a bearing on such dispute shall be resolved by, a nationally recognized accounting firm selected jointly by Seller, the Official Committee of Unsecured Creditors, the Buyer and such party shall be disinterested (the “Referee”).  In resolving any such dispute, the Referee shall consider only those items or amounts in t he Adjustment Schedule as to which Seller has disagreed.  The Referee’s determination of the disputed items or amounts in the Adjustment Schedule and the disputed Adjustment Amount, if any, together with any undisputed items or amounts in the Adjustment Schedule and the undisputed Adjustment Amount, if any, shall be final and binding on the parties and shall constitute the Final Adjustment Schedule.  The Referee shall use commercially reasonable efforts to complete its work within fifteen (15) days following its engagement.  All fees and expenses of the Referee shall be shared equally by Seller and Buyer.

(iv)In the event Buyer does not timely deliver an Adjustment Schedule in accordance with Section 2.3(c)(i) or notifies Seller within such period that a reduction of the Purchase Price shall not be made, Seller and Buyer shall jointly instruct the Escrow Agent to release the Escrow Amount to Seller as promptly as possible.

(v)In the event Buyer timely delivers an Adjustment Schedule in accordance with Section 2.3(c)(i), as promptly as possible following the determination of the

8

Final Adjustment Schedule, Seller and Buyer shall jointly instruct the Escrow Agent to release (A) the Adjustment Amount, if any, to Buyer and (B) the remainder of the Escrow Amount to Seller.

ARTICLE 3. CLOSING AND DELIVERIES

SECTION 3.1 Closing.  The consummation of the transactions contemplated hereby (the “Closing”) shall take place on the first Business Day following the satisfaction or waiver by the appropriate party of all the conditions contained in Article 7 or on such other date or at such other place and time as may be mutually agreed to by the parties (the “Closing Date”); provided, however, that in no event shall the Closing Date be later than January 28, 2010 in the event that prior to or by that date Seller is prepared to perform pursuant to Section 3.2 and all conditions to Closing in Section 7.2 have been satisfied. All proceedings to be taken and all documents to be executed and delivered by the parties at the Closing shall be deemed to have been taken and executed simultaneously and no proceedings shall be deemed to have been ta ken nor documents executed or delivered until all have been taken, executed and delivered.

SECTION 3.2 Seller’s Deliveries. At the Closing, Seller shall deliver the following to Buyer:

(a)The sale, transfer, assignment, conveyance and delivery of the Acquired Assets, including but not limited to the Acquired Contracts, by bills of sale, deeds, endorsements, assignments and other instruments of transfer and conveyance in form and substance reasonably acceptable to Buyer;

(b)A certified copy of the Bankruptcy Sale Order. For purposes of clarity, the Bankruptcy Sale Order shall contain the provisions, findings and orders reasonably acceptable to the parties, including, but not limited to, the following:

(i)that the terms and conditions of the sale of the Acquired Assets to Buyer as set forth herein are approved;

(ii)that Seller holds good and indefeasible title to the Acquired Assets;

(iii)that the sale of the Acquired Assets to Buyer is free and clear, other than for Assumed Liabilities, of any and all Liens, Claims, interests, and encumbrances of any type or nature whatsoever pursuant to section 363 of the Bankruptcy Code (except for such permitted encumbrances identified by the Seller in Schedule 3.2(b) hereto) and to the extent applicable that any such Liens attach to the proceeds of the sale;

(iv)that the Total Consideration constitutes fair value for the Acquired Assets;

(v)that Buyer is acquiring none of the Excluded Assets;

(vi)that the transactions contemplated by this Agreement were negotiated at arm’s length, that Buyer acted in good faith in all respects and that Buyer and its assignees and designees are entitled to the protections of Section 363(m) of the Bankruptcy Code;

9

(vii)that notice of the transactions contemplated hereby was adequate and proper under the circumstances and was provided to all creditors and parties in interest required to receive such notice pursuant to the Bankruptcy Rules or order of the Bankruptcy Court, including any and all creditors holding Liens or encumbrances on the Acquired Assets or any of them;

(viii)that Seller is authorized to assume and assign to Buyer each of the Acquired Contracts; provided, that (A) Seller shall have sole responsibility for all Cure Amounts related to real estate Contracts required to be paid in accordance with section 365(b)(1)(A) of the Bankruptcy Code and Section 7.2(g) of this Agreement, and (B) with respect to Contracts unrelated to real estate, (i) Buyer shall have sole responsibility for the first $100,000 of the Cure Amounts related thereto, (ii) Seller shall have sole responsibility for Cure Amounts related thereto in excess of $100,000 up to $600,000, (iii) with respec t to Cure Amounts in excess of $600,000 related thereto up to $1,000,000, Buyer shall be responsible for 20% of such Cure Amounts and Seller shall be responsible for 80% of such Cure Amounts and (iv) Buyer shall have sole responsibility for Cure Amounts related thereto in excess of $1,000,000;

(ix)that Seller is authorized and directed to consummate the transactions contemplated by this Agreement and to comply in all respects with the terms of this Agreement;

(x)that the sale process conducted by Seller and/or its agents (including any auction or bid solicitation process) was non-collusive, fair and reasonable and was conducted in good faith;

(xi)that Buyer and Seller did not engage in any conduct which would allow the transactions contemplated by this Agreement to be set aside pursuant to Section 363(n) of the Bankruptcy Code;

(xii)to the fullest extent permissible under the Bankruptcy Code and applicable law, that Buyer is not a successor to, or otherwise liable for, the debts or obligations of Seller, including without limitation, any Claims for injuries or losses suffered to any persons or property for incidences or circumstances that occurred before the Closing, any environmental Claims or any labor or employment Claims other than as specifically set forth in this Agreement with respect to the Assumed Liabilities, and that any action threatened or commenced or claim made against Buyer in respect of the Excluded Liabilities of Seller is and shall be enjoined;

(xiii)to the fullest extent permissible under the Bankruptcy Code and applicable law, that Buyer shall not be deemed a successor employer to Seller for purposes of any liability arising under any Applicable WARN Act, or any collective bargaining agreement or other labor or employment agreement;

(xiv)that the Bankruptcy Sale Order is binding upon any successors to Seller, including any Chapter 7 Trustees;

10

(xv)to the fullest extent permissible under the Bankruptcy Code and applicable law, that Buyer may (i) re-brand and identify each of the respective Supermarkets, including the installation and construction of signage or other alterations to the premises as required by Buyer, and (ii) there shall be no restrictions or events of default that may arise under the terms of any of the real estate leases which arise by reason of Buyer conducting store closing sales and closing the respective Supermarkets for the purposes of selling, remodeling, altering or renovating the subject premises;

(xvi)that the Bankruptcy Sale Order shall contain such provisions authorizing Seller to enter into the Transition Services Agreement;

(xvii)to the fullest extent permissible under the Bankruptcy Code and applicable law, that the Bankruptcy Sale Order shall contain such provisions authorizing Seller to enter into the Agency Agreement and provide for Buyer to conduct store closing sales;

(xviii)that the Bankruptcy Sale Order shall contain such provisions authorizing Seller to enter into the Interim Operating Agreement;

(xix)that the Bankruptcy Sale Order shall contain such provisions authorizing Seller to enter in to the C&S Agreement and the UFCW Plan Stipulation; and

(xx)that the Bankruptcy Sale Order shall apply to the DuBois Assets (including Equipment) and the C&S Designation Rights in substantially the same manner as they apply to the Acquired Assets.

(c)A certificate, dated as of the Closing Date, duly executed by Seller’s President, certifying the accuracy of the matters set forth in Section 7.2(a) and 7.2(b), in form and substance reasonably satisfactory to Buyer;

(d)Good standing certificates of Seller issued by the Secretary of State of Delaware and the Secretary of State of New York issued within ten (10) days of the Closing Date;

(e)A settlement statement in form and substance satisfactory to the parties hereto, regarding certain Closing matters;

(f)With respect to any recorded UCC financing statement or mortgage, a UCC-3 termination statement or mortgage release (in form and substance reasonably satisfactory to Seller, Buyer and their counsel) releasing the Acquired Assets from such security interest or mortgage;

(g)Such other bills of sale, certificates of title, documents and other instruments of transfer and such other instruments of conveyance as Buyer may reasonably request in order to effect the sale, transfer, conveyance and assignment to Buyer of valid ownership of the Acquired Assets and such other documents as may reasonably be requested by Buyer, which shall include certain powers of attorney for temporary use of Seller’s licenses and permits with respect to the Pharmacies, each in form and substance reasonably satisfactory to Buyer;

11

(h)A Transition Services Agreement, duly executed by Seller, substantially in the form of Exhibit 3.2(h) attached hereto, to allow the transition of the Supermarkets and the Acquired Assets and the operation of the business related thereto as a going concern to Buyer (the “Transition Services Agreement”);

(i)An Agency Agreement substantially in the form of Exhibit 3.2(i) attached hereto (the “Agency Agreement”), to allow Buyer to act as the exclusive agent to Seller in connection with the sale or other disposition of assets, including, without limitation, the conduct of going-out-of-business, store closings, or similar sales on behalf of Seller with respect to certain of the Supermarkets and assets of Seller; and

(j)An Interim Operating Agreement, duly executed by Seller, substantially in the form of Exhibit 3.2(j) attached hereto (the “Interim Operating Agreement”).

SECTION 3.3 Buyer’s Deliveries.

At the Closing, Buyer shall deliver the following to Seller:

(a)Payment of the Purchase Price, less the Buyer’s Deposit and the Escrow Amount, by federal funds wire transfer;

(b)An instrument of assignment and assumption of liabilities with respect to the Assumed Liabilities, reasonably satisfactory in form and substance to counsel for Seller and Buyer and power of attorney form with respect to Seller’s licenses and/or permits enabling Buyer to temporarily operate the Pharmacies after the Closing until Buyer has obtained its own licenses and permits;

(c)A certificate, dated the Closing Date, duly executed by its President, certifying the accuracy of the matters set forth in Section 7.1(a) and Section 7.1(b); and

(d)A settlement statement in form and substance satisfactory to the parties hereto, regarding certain Closing matters, including any adjustments to the Purchase Price, executed by Buyer.

ARTICLE 4.  REPRESENTATIONS AND WARRANTIES

SECTION 4.1 Representations and Warranties of Seller.  Seller hereby represents and warrants to Buyer, as of the date hereof and as of the Closing Date, as follows:

(a)Corporate Organization.  Seller is duly organized, validly existing and in good standing under the laws of the State of Delaware.  Seller has all requisite corporate power and authority to own its properties and assets and to conduct its businesses as now conducted.

(b)Authorization and Validity.  Seller has all requisite corporate power and authority to enter into this Agreement and the other Transaction Documents and, subject to the (i) Bankruptcy Court’s  entry of the Orders, and (ii) receipt of all Consents to perform its obligations hereunder, the execution and delivery of this Agreement and the other Transaction Documents and the performance of  Seller’s obligations hereunder and thereunder, has been, or on the Closing Date will be, duly authorized by all necessary

12

corporate action of Seller, and no other corporate proceedings on the part of Seller are necessary to authorize such execution, delivery and performance.  This Agreement has been duly executed by Seller, each of the other Transaction Documents, when executed, will be duly executed by Seller, and, subject to the Bankruptcy Court’s entry of the Orders, and obtaining any Consents required, each of the Transaction Documents constitutes or, when executed and delivered by Seller will constitute, a valid and binding obligation of Seller, enforceable against Seller in accordance with its terms.  The Board of Directors of Seller has resolved to request that the Bankruptcy Court approve this Agreement and the other Transaction Documents and the transactions contemplated hereby and thereby.  Subject to the entry of the Bidding Procedures Order, Seller has full power and authori ty to agree to pay the Break-Up Fee.

(c)No Conflict or Violation.  Subject to the (i) receipt of all Consents, (ii) termination or expiration of the waiting period under the HSR Act, and (iii) the Bankruptcy Court’s entry of the Orders, the execution, delivery and performance by Seller of this Agreement and the other Transaction Documents does not and will not (a) violate or conflict with any provision of the Certificate of Incorporation or By-laws of Seller, (b) violate any provision of law, or any order, judgment or decree of any Government app licable to Seller, (c) result in or require the creation or imposition of any Liens on any of the Acquired Assets or (d) violate or result in a breach of or constitute (with due notice or lapse of time or both) a default under any Contract entered into by Seller after the Petition Date, by which Seller is bound or to which the assets of Seller are subject (except for any 363 Agreement).

(d)Consents and Approvals.  Schedule 4.1(d) sets forth a true and complete list of each consent, waiver, authorization or approval of any Person and each material declaration to or filing or registration with any Government that is required to be obtained by Seller in connection with the execution and delivery by it of this Agreement or the performance by it of its obligations hereunder or thereunder, including, without limitation, any and all material consents and approvals that are required to be obtained, or rights of first refusa l, first offer or other similar preferential rights to purchase that are required to be complied with, in connection with the assignment or transfer of any Acquired Assets to Buyer in accordance with the terms of this Agreement (collectively, the “Consents”).

(e)Compliance with Laws.  Seller is in compliance with all material applicable laws, regulations, orders or other legal requirements to which Seller is subject, except to the extent that Seller is unable to so comply by reason of Seller having filed voluntary Chapter 11 petitions.  Seller has not received written notice of any violation of any law, regulation, order or other legal requirement and Seller is not in default with respect to any order, writ, judgment, award, injunction or decree of any Government. Seller has complied in al l material respects with the requirements of all Applicable WARN Acts and specifically provided the mandated notifications to the appropriate governmental agencies or departments on November 18, 2009.

(f)Title to Acquired Assets.  Subject to the entry of the Bankruptcy Sale Order, at the Closing, Seller has or will obtain good and indefeasible title to (or has procured one or more title insurance policies, at Buyer’s expense, acceptable to Buyer providing coverage for any defects in Seller’s title to any real estate or leasehold interests therein) or a valid and enforceable right by Contract to use the Acquired Assets which shall be transferred to Buyer free and clear of all Liens. Except for the Excluded Assets, t he

13

Acquired Assets constitute all of the assets, fixed or otherwise, presently used in, and necessary for the conduct of, the operations of the Supermarkets as currently conducted.

(g)Legal Proceedings.  Other than the Bankruptcy Case, there is no action, litigation, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, pending or, to the best of Seller’s Knowledge, threatened against or affecting Seller or the Acquired Assets, nor is there any basis therefor, wherein an unfavorable decision, ruling or finding would adversely affect the validity or enforceability of thi s Agreement or any other Transaction Document or the consummation of the transactions contemplated hereby or thereby.

(h)Supermarkets.Relating solely to the operation of the Supermarkets, Seller is not a party to any post-petition written or oral:

(i)Contract for the future purchase of fixed assets (other than this Agreement and the other Transaction Documents) except for any 363 Agreement;

(ii)Contracts for the future purchase of materials, supplies or equipment other than in the Ordinary Course of Business;

(iii)Contract or other commitment for capital expenditures in excess of normal operating requirements;

(iv)Contract or other commitment under which Seller is required to supply goods or products to any customer or other person other than in the Ordinary Course of Business; or

(v)any other Contract, agreement, arrangement or understanding, whether pre-petition or post-petition, that is material to the business and operation of the Supermarkets which has not been disclosed in writing to Buyer.

(i)Environmental.  To the Knowledge of Seller, no action, hearing, investigation, complaint, or notice has been filed by or against Seller alleging any violation of, or failure to comply with, any applicable environmental, health, and/or safety law, rule or regulation of any Government, including but not limited to any applicable regulation promulgated by the Environmental Protection Agency of the United States of America and any applicable comparable State law, rule, statute or regulation.  To the K nowledge of Seller, in addition, none of the Acquired Assets includes any underground or above ground fuel oil, petroleum or other storage tanks or if any such fuel oil, petroleum or other storage tanks exist that they are in full compliance with applicable statutes, rules and regulations of any Government (including but not necessarily limited to any pertinent environmental statutes, rules or regulations.

SECTION 4.2  Representations and Warranties of Buyer.  Buyer hereby represents and warrants to Seller as follows:

(a)Corporate Organization.  Buyer is a limited liability company duly organized, validly existing and in good standing under the laws of the state in which it is organized and incorporated and has all requisite corporate power and authority to own its properties and assets and to conduct its businesses as now conducted.

14

(b)Authorization and Validity.  Buyer has all requisite corporate power and authority to enter into this Agreement and the other Transaction Documents and has or will have all requisite corporate power and authority to perform its obligations hereunder and thereunder.  The execution and delivery of this Agreement and the other Transaction Documents and the performance of Buyer’s obligations hereunder and thereunder have been, or on the Closing Date will be, duly authorized by all necessary corporate action by the Board of Directors of Buyer, and no other corporate proceedings on the part of Buyer are necessary to authorize such execution, delivery and performance.  This Agreement has been, and each other Transaction Document will be, duly executed by Buyer and the Transaction Documents constitute or will, when duly executed and delivered, constitute, valid and binding obligations, enforceable against Buyer in accordance with their respective terms.

(c)No Conflict or Violation.  Subject to the termination or expiration of the waiting period under the HSR Act, the execution, delivery and performance by Buyer of this Agreement and the other Transaction Documents do not and will not (i) violate or conflict with any provision of the organizational documents of Buyer, (ii) violate any provision of law, or any order, judgment or decree of any court or Government applicable to Buyer or (iii) violate or result in a breach of or constitute (with due notice or lapse of time or bo th) a default under any Contract to which Buyer is party or by which Buyer is bound or to which any of Buyer’s properties or assets is subject.

(d)Adequate Assurances Regarding Acquired Contracts. Buyer is capable of satisfying the conditions and obligations contained in sections 365(b)(1)(C) and 365(b)(3) and 365(f)(2)(B) of the Bankruptcy Code with respect to the Acquired Contracts as may be required pursuant to the Bankruptcy Code.  Buyer will cooperate with Seller as necessary to provide proof and evidence of Buyer’s ability to satisfy all such conditions and obligations, including but not limited to providing adequate documentation of all financing commitments p rovided to Buyer in connection with the transactions contemplated herein and providing both historical and pro forma financial information of the type necessary to enable the Bankruptcy Court make such findings and render such rulings as Buyer requests with respect to Seller’s assignment of any and all Acquired Contracts to Buyer.

(e)Litigation.  There are no claims, actions, suits, proceedings or investigations pending or, to the Knowledge of Buyer, threatened, before any federal or state court, Government or Person brought by or against Buyer, or any Related Person of Buyer that could reasonably be expected to affect the ability of Buyer to consummate the transactions contemplated by this Agreement and the other Transaction Documents.

(f)Adequacy of Funds.  Buyer has and on the Closing Date will have access to sufficient resources to fund the Purchase Price and has provided Seller proof thereof , in form reasonably satisfactory to Seller, as of the date of this Agreement.

(g)HIPAA. Buyer is a “hybrid covered entity” as such term is defined in the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”), and is in full compliance with all of its obligations under HIPAA and the regulations issued thereunder (the “HIPAA Regulations”).

15

SECTION 4.3 Warranties Are Exclusive. The parties acknowledge that the representations and warranties contained in this Article 4 and in the other Transaction Documents are the only representations or warranties given by the parties and that all other express or implied warranties are disclaimed. Without limiting the foregoing, Buyer acknowledges that the Acquired Assets are conveyed “AS IS”, “WHERE IS” and ‘“WITH ALL FAULTS” and that all warranties of merchantability or fitness for a particular purpose are disclaimed.  WITHOUT LIMITING THE FOREGOING, AND AS EXPRESSLY SET FORTH IN ARTICLE 4 OR IN THE OTHER TRANSACTION DOCUMENTS, BUYER ACKNOWLEDGES THAT SELLER AND THEIR RELATED PERSONS AND AFFILIATES HAVE MADE NO REPRESENTATION OR WARRANTY CONCERNING ANY (A) USE TO WHICH THE ACQUIRED ASSETS MAY BE PUT; (B) FUTURE REVENUES, COSTS, EXPENDITURES, CASH FLOW, RESULTS OF OPERATIONS, FINANCIAL CONDITION OR PROSPECTS THAT MAY RESULT FROM THE OWNERSHIP, USE OR SALE OF THE ACQUIRED ASSETS OR THE ASSUMPTION OF THE ASSUMED LIABILITIES; OR (C) OTHER INFORMATION OR DOCUMENTS MADE AVAILABLE TO BUYER OR ITS AFFILIATES OR RELATED PERSONS.

ARTICLE 5.  COVENANTS AND OTHER AGREEMENTS

SECTION 5.1 Pre-Closing Covenants of Seller.  Seller covenants to Buyer that during the period from the Execution Date through and including the Closing Date:

(a)Conduct of Business Before the Closing Date.  Unless otherwise agreed in writing by Seller and Buyer, Seller shall operate its business in all material respects in the Ordinary Course of Business.  Seller shall use commercially reasonable efforts to (A) preserve intact its business organization, (B) maintain the Supermarkets and their business, (C) keep available the services of its officers and employees, (D) maintain Permits and satisfactory relationships with licensors, licensees, suppliers, contractors, dist ributors, consultants, customers and others having business relationships with Seller, (E) pay all of its post-petition obligations, except to the extent nonpayment of such obligations are disclosed to the Bankruptcy Court and to Buyer as set forth on Schedule 5.1(a) (the “Schedule 5.1(a) Matters”) (including to vendors) in the Ordinary Course of Business, and (F) operate its business in compliance with all laws, rules or regulations of any Government.  Without limiting the generality of the foregoing, and except (i) as otherwise expressly provided in or contemplated by this Agreement, or (ii) required, authorized or restricted pursuant to an Order of the Bankruptcy Court, on or prior to the Closing Date, without the prior written consent of Buyer, Seller:

(i)shall not take or agree to commit to take any action that would make any representation or warranty of Seller inaccurate in any material respect at, or as of any time prior to, the Closing Date;

(ii)shall keep in full force and effect and pay all premiums and other amounts due under all insurance policies;

(iii)shall not sell or dispose of any Acquired Assets other than sales of Inventory or Pharmacy Inventory in the Ordinary Course of Business;

(iv)shall not make any material modification to any Acquired Contract; and

16

(v)shall provide notification to the New York State Department of Taxation and Finance, the New York State Liquor Authority (to the extent alcoholic beverages comprise any portion of the Inventory to be transferred to Buyer), the United States Department of Drug Enforcement Administration and any other unit of Government that  requires notification of the transactions contemplated in this Agreement;

(vi)shall not modify in any manner the compensation of any of the Employees, or accelerate the payment of any such compensation, except (a) to the extent any such modification or acceleration is required by the collective bargaining agreements to which Seller is a party or otherwise is permitted by order of the Bankruptcy Court upon appropriate notice and hearing, or (b) Seller’s obligations to make contributions to pension plans and employee benefit plans and other employee related obligations (i.e. vacation pay, holiday pay);

(vii)shall not engage or hire any new Employee except for replacement or part-time employees hired in the Ordinary Course of Business;

(viii)shall not remove or permit to be removed from any building, facility, or real property any Acquired Asset (other than in the Ordinary Course of Business);

(ix)shall not sell, lease or otherwise dispose of, mortgage, hypothecate or otherwise encumber any Acquired Asset;

(x)shall not fail to pay any required filing, processing or other fee, and use commercially reasonable efforts to maintain the validity of Seller’s rights in, to or under any Intellectual Property;

(xi)shall not fail to use commercially reasonable efforts to maintain all Permits of Sellers, including those used in the business and operations of the Supermarkets;

(xii)shall not make any unusual or extraordinary efforts to collect any outstanding accounts receivable or intercompany obligation, liability or indebtedness, give any discounts or concessions for early payment of such accounts receivable or intercompany obligation, liability or indebtedness, other than the usual discounts given in the Ordinary Course of Business, and make any sales of, or convey any interest in, any accounts receivable or intercompany obligation, liability or indebtedness to any third party;

(xiii)shall not engage in any transaction with any affiliate, subsidiary, shareholder, officer or director of Seller (other than in the Ordinary Course of Business), incur or assume any long-term or short-term indebtedness with or on behalf of any such Person, or guarantee, endorse or otherwise be liable or responsible (whether directly, indirectly, contingently or otherwise) for the obligations of any such Person;

17

(xiv)shall not make any change in its method of accounting, except in accordance with GAAP;

(xv)shall not curtail or reduce store open hours;

(xvi)shall maintain customer service at current levels;

(xvii)shall not materially reduce Inventory; and

(xviii)shall not reduce standard vigilance concerning theft of Inventory or other Acquired Assets.

For the avoidance of doubt, Buyer is not assuming and shall have no obligation, liability or responsibility for any Schedule 5.1(a) Matters.

(b)Cooperation.  Seller shall use commercially reasonable efforts to (i) obtain the Consents and (ii) take, or cause to be taken, all action and to do, or cause to be done, all things necessary or proper, consistent with applicable law, to consummate and make effective as soon as possible the transactions contemplated hereby.  Without limitation of the foregoing, Seller will cooperate with Buyer and provide reasonable assistance to Buyer (including causing its personnel to be available for interviews during normal working ho urs), in connection with the preparation by Buyer or its accountants and other representatives of any historical or pro forma financial statements.

(c)Access to Records and Properties.  Buyer shall be entitled to, at its expense, conduct such investigation of the condition of the Acquired Assets as Buyer shall reasonably deem appropriate without disrupting Seller’s Ordinary Course of Business.

(d)Notice of Certain Events.  Seller shall promptly notify Buyer of, and furnish to Buyer, any information it may reasonably request with respect to the occurrence of any event or condition or the existence of any fact that would reasonably be expected to cause any of the conditions to Buyer’s obligations to consummate the transactions contemplated by this Agreement not to be fulfilled.

(e)Transition Services Agreement.  Seller shall enter into the Transition Services Agreement with Buyer.

(f)Agency Agreement.  Seller shall enter into an Agency Agreement to allow Buyer to act as the exclusive agent to Seller in connection with the sale or other disposition of assets, including, without limitation, the conduct of going-out-of-business, store closings, or similar sales on behalf of Seller with respect to certain of the Supermarkets and assets of Seller.

(g)Interim Operating Agreement.  Seller shall enter into the Interim Operating Agreement with Buyer.

(h)Purchase Price Adjustments.  The amount of the Purchase Price payable pursuant to this Agreement shall be adjusted as follows:

18

(1)Consistent with its obligation to maintain its business in the Ordinary Course of Business, Seller shall maintain the level of Inventory at the Supermarkets (determined on a stock ledger basis consistent with past practice as set forth on Worksheet 2 (“Inventory by Borrower”) of the Seller’s “Form of Borrowing Base Certificate” under the caption “stock ledger inventory” an example of which is attached hereto as Exhibit 5.1(h)(1))), and any decrease in the value of such Inventory as of the Closing Date, below $38,000,000 shall result in a dollar-fo r-dollar reduction of the Purchase Price, and any increase in the value of such Inventory, above $40,000,000 shall result in a dollar-for-dollar increase in the Purchase Price.

(2)If prior to Closing the Acquired Assets become subject to damage or other casualty, whether or not covered by insurance, in an amount in excess of $1,000,000, the excess of the aggregate amount of such damage or other casualty over $1,000,000 shall result in a dollar-for-dollar reduction of the Purchase Price.

(3)In the event the Bankruptcy Sale Order does not contain the provision required under Section 3.2(b)(xv) hereof, and a lessor in respect of any Acquired Contract does not (i) consent to Buyer’s re-branding and identification of the respective Supermarkets, including the installation and construction of signage or other alterations to the premises as required by Buyer, and (ii) waive any restrictions or events of default that may arise under the terms of any of the real estate leases which arise by reason of Buyer conducting store closing sales and closing the respective Supermark et for the purposes of selling, remodeling, altering or renovating the subject premises, Buyer may designate such lease as an Excluded Asset and the Purchase Price shall be reduced in an amount agreed to by the parties.

(i)Motion to Extend Time to Assume or Reject.  Immediately after the Execution Date, and thereafter as often as required, Seller shall file such motions as required to extend the time to assume or reject all real property leases pursuant to section 365(d)(4) of the Bankruptcy Code to the maximum extent permitted under the Bankruptcy Code, i.e., 210 days after the Petition Date.

(j)C&S Designation Rights.  Debtors will not take any action that would adversely affect in any material respect any C&S Designation Rights, including, but not limited to failure to timely perform all post-petition obligations under the Store Leases (as defined in the C&S Agreement).

SECTION 5.2  Pre-Closing Covenants of Buyer.  Buyer covenants to Seller that, during the period from the Execution Date through and including the Closing Date or the earlier termination of this Agreement:

(a)Cooperation.  Buyer shall use commercially reasonable efforts to take, or cause to be taken, all action and to do, or cause to be done, all things necessary or proper, consistent with applicable law, to consummate and make effective as soon as possible the transactions contemplated hereby.  Without limiting the foregoing, in the event Seller determines to implement the consumer privacy ombudsman provisions of the Bankruptcy Code, Buyer shall provide any and all cooperation requested by such ombudsman shall take all reasonable actions recommend ed by such ombudsman in any report provided to the Bankruptcy Court.

19

(b)Adequate Assurances Regarding Acquired Contracts and Required Orders.  With respect to each Acquired Contract, Buyer shall provide adequate assurance of the future performance of such Acquired Contract by Buyer within the meaning of the Bankruptcy Code. Buyer shall promptly take such actions as may be reasonably requested by Seller to assist Seller in obtaining the Bankruptcy Court’s entry of the Orders and any other order of the Bankruptcy Court reasonably necessary to consummate the transactions contemplated by this Agreement, including but not li mited to providing adequate documentation of all financing commitments provided to Buyer in connection with the transactions contemplated herein and providing both historical and pro forma financial information of the type necessary to enable the Bankruptcy Court make such findings and render such rulings as Buyer requests with respect to Seller’s assignment of any and all Acquired Contracts to Buyer.

(c)Notice of Certain Events.  Buyer shall promptly notify Seller of, and furnish to Seller, any information it may reasonably request with respect to the occurrence of any event or condition or the existence of any fact that would reasonably be expected to cause any of the conditions to Seller’s obligations to consummate the transactions contemplated by this Agreement not to be fulfilled.

SECTION 5.3  Employment Matters.

(a)Post-Closing Employment.  Buyer shall have the right, but shall have no obligation, to offer employment post-Closing to employees of Seller. Any meeting between any such Person and Buyer pursuant to this subsection shall occur at a time and place that does not conflict with such Person’s employment obligations to Sell er. Any employment offered by Buyer to such Person shall be on such terms and conditions as Buyer, in its sole discretion, may determine.

(b)Collective Bargaining Agreements.  Buyer will not assume any collective bargaining agreement entered into between Seller and any labor organization.  Subject to the preceding sentence, Buyer currently intends to hire certain of Seller’s employees represented by labor organizations and employed at the Supermarkets.  Seller shall assist Buyer in its evaluation process of Seller’s employees by providing access to its facilities and, to the extent permitted by an individual employee, such employee’s relevant personnel files.  Any employ ment offered by Buyer to such Person shall be on such terms and conditions as Buyer, in its sole discretion, may determine.  Further, nothing herein shall obligate Buyer to employ any such Employees for any particular length of time following the Closing Date.

(c)WARN Act; Terminations.  Except as set forth on Schedule 5.3(c), none of the Seller’s full-time employees has suffered an “employment loss” (as defined in any Applicable WARN Act), during the ninety (90) day period prior to the date hereof.  Seller agrees that between the date hereof and the Closing Date it shall take no action so as to trigger any liability under any Applicable WARN Act with respect to Seller or Buyer.  Seller further agrees that it shall not, without Buyer’s prior written consent, which consent shall not be unreasonably withheld or delayed, terminate any full-time employees (as defined in any Applicable WARN Act) between the date hereof and the Closing Date except to the extent of a termination for cause or other disciplinary reasons or in connection with Seller’s termination or winding down of operations not being used,

20

acquired or continued by Buyer.  All references in this subparagraph to “full-time employees” and “employment loss” are as defined in any Applicable WARN Act.

(d)           W-2 Reporting.  Pursuant to the “Standard Procedure” provided in Section 4 of Revenue Procedure 2004-53, 2004-34 IRB 320, (i) Buyer and Seller shall cooperate to file the appropriate information, (ii) Seller will not be relieved from filing a Form W-2 with respect to any of its employees, and (iii) Buyer will undertake to file (or cause to be filed) a Form W-2 for each new employee previously employed by Seller with respect to the portion of the year during which such employees are employed by Buyer on and after the Closing, excluding the portion of such year that such Employee was employed by Seller.

(e)           Employees.  Prior to Closing, Seller shall have provided to Buyer a schedule containing a correct and complete list for each employee (including and denoting any employee who is on a leave of absence or on layoff status):  (i) the name and title of such employee; (ii) the aggregate dollar amounts of the compensation (including wages, salary, commissions, director’s fees, fringe benefits, bonuses, profit-sharing payments and other payments or benefits of any type) received by such employee from Seller with respect to services performed in 2007, 2008 and 2009; and (iii) such employee’s annualized compensation as of the date of this Agreement.  Nothing contained in this Agreement shall be construed to limit Buyer’s ability to terminate the employment of any individual transferred employee or ame nd, modify or terminate any employee benefits available to any individual transferred employee.  In addition, Seller shall provide at Closing all employee records, except to the extent that applicable law requires Seller to maintain such records, in which case Seller and Buyer shall agree to adequate arrangements with respect thereto.  Buyer agrees to be the custodian of such records, including for employees not hired by Buyer, and to maintain such records as required by applicable law.

SECTION 5.4  Post-Closing Covenants.

(a)           Buyer shall comply in all respects with HIPAA and the HIPAA Regulations, including without limitation the privacy and security obligations thereunder, with respect to the Pharmacy Records.

(b)           Seller will cooperate with Buyer and provide reasonable assistance to Buyer (including causing its personnel to be available for interviews during normal working hours), in connection with the preparation by Buyer or its accountants and other representatives of any historical or pro forma financial statements, except Seller shall not be required to continue to retain personnel except as otherwise required under the Transition Services Agreement, Agency Agreement and Interim Operating Agreement.

(c)           Seller shall provide Buyer with reasonable access during normal business hours to all records and other documents in the custody, possession and control of Seller and permit Buyer to inspect and copy such documents at its own expense.

SECTION 5.5  Section 4204 Covenants.

(a)Buyer and Seller agree that Section 4204 of ERISA shall apply to the transactions described herein.  Buyer shall take all action necessary to comply

21

with Section 4204 of ERISA with respect to the UFCW Local One Pension Fund (the “Multiemployer Plan”).  Such compliance shall include, without limitation, providing to the Multiemployer Plan a bond or escrow (or letter of credit if acceptable to the Multiemployer Plan) within the time required by Section 4204(a)(1)(B) of ERISA, and in an amount, for the period of time, and in a form that complies with Section 4204(a)(1)(B) of ERISA or, within such time period obtaining a variance or waiver from such bonding or escrow requirement from the Multiemployer Plan or from the Pension Benefit Guaranty Corporation (the “PBGC”).

(b)Unless a variance or waiver is obtained from the Multiemployer Plan or the PBGC, Seller agrees that if Buyer completely or partially withdraws (within the meaning of Sections 4203 or 4205 of ERISA) from the Multiemployer Plan with respect to operations covered by this Section 5.5(b) during the first five plan years of the Multiemployer Plan beginning after the Closing Date, Seller shall be secondarily liable to the Multiemployer Plan in an amount equal to the withdrawal liability Seller would have had to the Multiemployer Plan with respect to such operations, as of the Closing Date, as a resu lt of the sale of the Supermarkets and Acquired Assets (but for the application of Section 4204 of ERISA to such transaction), if the liability of Buyer with respect to the Multiemployer Plan is not paid.

SECTION 5.6  Designation of Supermarkets, Acquired Contracts and Excluded Assets.

(a)Attached as Schedule 5.6 is a list of all Contracts to which Seller is a party or by which Seller or any of the Acquired Assets is bound.  Schedule 5.6 shall be filed under seal with the Bankruptcy Court and, without Buyer’s prior written consent, may not be disclosed by Penn Traffic, its agents or representatives unless otherwise required by law or by the Bankruptcy Court.  Set forth under Column A on Schedule 5.6 is a list of Contracts that Seller shall assume in the Bankruptcy Case prior to the Closing, and that shall constitute Acquired Contracts hereunder.   Set forth under Column B on Schedule 5.6 is a list of Contracts Seller shall reject in the Bankruptcy Case prior to the Closing.  Set forth under Column C on Schedule 5.6 is a list of Contracts that shall not constitute Acquired Contracts hereunder, but that Seller (at Buyer’s expense) shall not assume or reject until such time as the Transition Services Agreement, the Agency Agreement and the Interim Operating Agreement are no longer in effect, after which time, at Buyer’s direction, each such Contract shall either be added to Column A on Schedule 5.6 and be assumed and assigned to Buyer and become an “Acquired Contract” for purposes of this Agreement, added to Column B on Schedule 5.6 and rejected in the Bankruptcy Case or be deemed by Buyer to be an Excluded Contract.  Between the Execution Date and the date that is 210 days after the Petition Date, Buyer shall be permitted to designate and otherwise modify Schedule 5.6 to permit Buye r to designate the Contracts that will be Acquired Contracts; provided, however, (a) the status of a Contract that is designated as an Acquired Contract as set forth under Column A on Schedule 5.6 shall not be subsequently modified, (b) the Buyer shall be required to exercise its designation rights such that no extension beyond the 210-day period is required; and (c) that C&S, as Buyer’s designee, shall have the sole and exclusive right until the date that is 60 days following the Closing to direct the Debtors to assume or assign to C&S or

22

C&S’s designee, free and clear of all liens, rights, interests, encumbrances and claims (other than the permitted encumbrances set forth on Schedule 3.2(b)), or reject, the Debtors’ rights, title and interest in and to the leases listed in Schedule 2(c)-7-B of the C&S Agreement (the “C&S Designation Rights”).  The Debtors shall submit a motion to the Bankruptcy Court to reject the C&S TSA (as defined in the C&S Agreement) effective as of the Closing, and reject the 3PL (as defined in the C&S Agreement) effective on the date that is 30 days following the Closing.  The Debtors shall not assume the Supply Agreements (as defined in the C&S Agreement), but shall not reject the Supply Agreements until the later of (A) the expiration of the 60-day period following the Closing, or (B) the expiration of the 30-day period follo wing the expiration or termination of the Transition Services Agreement; provided, that all of C&S’s inventory, as applicable, shall be removed from the Debtors’ facilities prior to such date.

(b)Between the Execution Date and the date that is 210 days after the Petition Date, Buyer shall be permitted to designate and otherwise modify Exhibit 1A to the Agency Agreement so as to indicate which Supermarkets will be operated only for the time period specified in the Agency Agreement.

(c)Between the Execution Date and the Closing Date, Buyer shall be permitted to modify Schedule 1.2(b) of this Agreement to designate additional assets owned or used by Seller that shall constitute Excluded Assets hereunder.

(d)Any Contract to which Seller is a party or by which Seller or any of the Acquired Assets is bound that is not listed on Schedule 5.6 shall be deemed to be set forth in the Column of Schedule 5.6, or to be an Excluded Contract, in each case, as Buyer may designate or determine in its sole discretion.

(e)For the avoidance of doubt, no change to any Schedule or Exhibit pursuant to this Section 5.6 shall result in an adjustment to the Purchase Price.

SECTION 5.7  DuBois Warehouse.  As of the later of (x) March 1, 2010 or (y) 30 days following the Closing, whether as the result of a partial rejection, amendment, or otherwise of the Lease Agreement, dated as of April 18, 2005, between Equity Industrial PT Limited Partnership and the Debtors (the “Lease Agreement”), the Debtors shall not be party to any lease relating to the DuBois Warehouse.  The Debtors shall move to reject, amend or otherwise modify the Lease Agreement to the extent related to the DuBois Warehouse in connection with the approval of this Agreement.  The Debtors shall not move to reject, assume or otherwise modify the Lease Agreement with respect to the Debtors’ warehouse located in Syracuse, NY such that any such rejection would be effective prior to the end of the 60-day period following the Closing.& #160; The Debtors’ obligations under this Section 5.7 are conditioned upon the landlord under the Lease Agreement providing all consents necessary to give effect to the provisions hereof.  Until the date on which the Debtors are no longer a tenant of the DuBois Warehouse, all employees at the DuBois Warehouse shall remain employees of the Debtors.

SECTION 5.8  Subject Supermarkets. To the extent necessary to address any concerns on the part of any Government entity with jurisdiction over the enforcement of any applicable antitrust laws (an “Authority”) regarding the legality under any applicable antitrust law of Buyer’s acquisition of the Acquired Assets, Buyer shall use its best efforts to enter into a consent decree or other agreement with such Authority that will provide that Buyer will agree to divest each

23

Supermarket (the “Subject Supermarkets”) that such Authority has determined is necessary to permit Buyer to otherwise fully consummate the transactions contemplated herein (such divestiture being referred to herein as the “Subject Transaction”); provided, however, that Buyer shall not be obligated to enter into any such consent decree or agreement if the aggregate 4-wall EBITDA of the Subject Supermarkets for the twelve-month period ended October 31, 2009 of the Seller (as set forth in Folder 5.14.1 dated as of 12/19/09 in the Seller’s Intralinks dataroom) is in excess of $7,500,000. If a Subject Transaction is required to be undertaken (i) the Purchase Price shall not be reduced as a result thereof and (ii) each Subject Supermarket shall, if and to the extent permitted by such Authority, be considered a “Store” under the Interim Operating Agreemen t (with such modifications as may be required by the Authority with respect to such Subject Supermarkets) until the time that such Subject Supermarket is sold by Buyer.  Upon the consummation of the sale of each such Subject Supermarket, Buyer shall be entitled to the cash proceeds thereon, net of any reasonable fees and out-of-pocket expenses incurred in connection therewith.

ARTICLE 6. TAXES

SECTION 6.1 Taxes Related to Purchase of Acquired Assets.  All Taxes, including, without limitation, all federal, state and local Taxes in connection with the transfer of the Acquired Assets, and all recording and filing fees (collectively, “Transaction Taxes”) that may be imposed by reason of the sale, transfer, assignment and delivery of the Acquired Assets shall be borne by Seller. Buyer and Seller shall cooperate to (a) determine the amount of Transaction Taxes payable in connection with the transactions contemplated under this Agreement, (b) provide all requisite exemption certificates and (c) prepare and file any and all required Tax Returns for or with respect to such Transaction Taxes with any and all appropriate Government taxing authorities.

SECTION 6.2  Cooperation on Tax and Bankruptcy Matters.  After the Closing, Buyer shall retain possession of all accounting, business, financial and Tax records and information (i) relating to the Acquired Assets or the Assumed Liabilities that are in existence on the Closing Date and transferred to Buyer hereunder; and (ii) coming into existence after the Closing Date that relate to the Acquired Assets or the Assumed Liabilities before the Closing Date, for the minimal period from the Closing Date as required by the Code. Buyer shall give Seller notice and an opportunity to retain any such records in the event that Buyer determines to destroy or dispose of them after such period. In addition, from and after the Closing Date, Buyer shall provide access to Seller and its Related Persons (after reasonable notice and during normal business hours and without charge), to the books, records, documents and other information relating to the Acquired Assets or the Assumed Liabilities as Seller may reasonably deem necessary (i) to properly prepare for, file, prove, answer, prosecute and defend any such Tax Return, claim, filing, tax audit, tax protest, suit, proceeding or answer; (ii) to administer or complete any case of Seller under chapter 11 of the Bankruptcy Code, (iii) for any involvement in any contested matter or adversary proceeding related to the Bankruptcy Case or (iv) to prepare monthly financial reports or other financial information or data required by the Bankruptcy Court. Such access shall include, without limitation, access to any computerized information retrieval systems relating to the Acquired Assets or the Assumed Liabilities.

ARTICLE 7.  CONDITIONS PRECEDENT TO PERFORMANCE BY PARTIES

SECTION 7.1  Conditions Precedent to Performance by Seller.  The obligation of Seller to consummate the transactions contemplated by this Agreement is subject to the fulfillment, at

24

or before the Closing, of the following conditions, any one or more of which may be waived by Seller, in its sole discretion:

(a)           Representations and Warranties of Buyer.  The representations and warranties of Buyer made in Section 4.2 of this Agreement, in each case, shall be true and correct in all material respects as of the Execution Date and as of the Closing Date as though made by Buyer again as of the Closing Date, except to the extent that such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall be true and correct on and as of such earlier date.

(b)           Performance of the Obligations of Buyer.  Buyer shall have performed in all material respects all obligations required under this Agreement which are to be performed by it on or before the Closing Date (except with respect to the obligation to pay the Total Consideration in accordance with the terms of this Agreement and any obligations qualified by materiality, which obligations shall be performed in all respects as required under this Agreement).

(c)           Government Consents and Approvals.  All consents and approvals from the Government necessary for the consummation of the transactions contemplated hereby, shall have been obtained and shall be in full force and effect, including, without limitation, the expiration or termination of the waiting period under the HSR Act.  The Orders shall have been entered and shall not be subject to a stay or injunction or other Government investigation or proceeding that may contest the transaction contemplated by this Agreement; provided, however, Buyer and Seller may agree to close if no stay of the Bankruptcy Sale Order has been entered.

(d)           No Violation of Orders.  No preliminary or permanent injunction or other order of any court or Government that declares this Agreement invalid or unenforceable in any material respect or which prevents the consummation of the transactions contemplated hereby shall be in effect.

(e)           No Litigation.  There shall not be pending or threatened in writing by any Government any suit, action or proceeding (i) challenging or seeking to restrain, prohibit, alter or materially delay the consummation of any of the transactions contemplated by this Agreement or (ii) seeking to obtain from Seller any damages in connection with the transactions contemplated hereby.

(f)            Closing Deliveries.  Buyer shall have made the deliveries contemplated under Section 3.3.

SECTION 7.2  Conditions Precedent to the Performance by Buyer.  The obligation of Buyer to consummate the transactions contemplated by this Agreement is subject to the fulfillment, at or before the Closing, of the following conditions, any one or more of which may be waived by Buyer, in its sole discretion:

(a)Representations and Warranties of Seller.  The representations and warranties of Seller made in (i) Sections 4.1(a), (b) and (f) of this Agreement shall be true and correct in all material respects as of the Execution Date and as of the Closing Date as though made by Seller as of the Closing Date, except to the extent that such representations and warranties expressly relate to an earlier date, in which

25

case such representations and warranties shall be so true and correct on and as of such earlier date and (ii) Sections 4.1(c), (d), (e), (g), (h) and (i) of this Agreement shall be true and correct (without regard to any materiality qualifiers contained therein) as of the Execution Date and as of the Closing Date as though made by Seller as of the Closing Date, except to the extent that such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall be so true and correct on and as of such earlier date, in each case with such exceptions that have not resulted in a Material Adverse Effect.

(b)           Performance of the Obligations of Seller.  Seller shall have performed in all material respects all obligations required under this Agreement to which Seller is party to be performed by Seller on or before the Closing Date (except with respect to any obligations qualified by materiality, which obligations shall be performed in all respects as required under this Agreement).

(c)            Government Consents and Approvals.  All consents and approvals from the Government necessary for the consummation of the transactions contemplated hereby shall have been obtained and shall be in full force and effect, including, without limitation, the expiration or termination of the waiting period under the HSR Act.  The Orders shall have been entered and shall not be subject to a stay or injunction or other Government investigation or proceeding that may contest the transaction contemplated by this Agreement; provided, however, Buyer and Seller may agree to close if no stay of the Bankruptcy Sale Order has been entered.

(d)           No Violation of Orders.  No preliminary or permanent injunction or other order of any court or Government that declares this Agreement invalid in any material respect or prevents the consummation of the transactions contemplated hereby shall be in effect.

(e)            No Litigation.  There shall not be pending or threatened in writing by any Government any suit, action or proceeding, (i) challenging or seeking to restrain, prohibit, alter or materially delay the consummation of any of the transactions contemplated by this Agreement, (ii) seeking to obtain from Buyer or any of its Affiliates any damages in connection with the transactions contemplated hereby or (iii) seeking to prohibit Buyer or any of its Affiliates from effectively controlling or operating any portion of the Acquired Assets.

(f)            Closing Deliveries.  Seller shall have made the deliveries contemplated under Section 3.2.

(g)           Acquired Contract Cure Amount.  Seller shall, consistent with section 365(b)(1)(A) of the Bankruptcy Code, either pay undisputed Cure Amounts relating to Acquired Contracts for which it is responsible, allocated in the manner described in Section 3.2(b)(viii), on the Closing Date or provide for a reservation of funds sufficient to pay the alleged amount of any such disputed Cure Amount on the Closing Date.

(h)           Material Adverse Changes.  No event shall have occurred prior to the Closing Date which has resulted in a Material Adverse Effect.

26

(i)             Transition Services Agreement.  Seller shall have entered into the Transition Services Agreement with Buyer.

(j)             Agency Agreement.  Seller shall have entered into an Agency Agreement to allow Buyer to act as the exclusive agent to Seller in connection with the sale or other disposition of assets, including, without limitation, the conduct of going-out-of-business, store closings, or similar sales on behalf of Seller with respect to certain of the Supermarkets and assets of Seller.

(k)            Interim Operating Agreement.  Seller shall have entered into the Interim Operating Agreement with Buyer.

ARTICLE 8. TERMINATION

SECTION 8.1 Conditions of Termination.  This Agreement may be terminated only in accordance with this Section 8.1. This Agreement may be terminated at any time before the Closing as follows:

(a)           By mutual written consent of Seller and Buyer;

(b)           By Seller, by written notice to Buyer, or by Buyer, by written notice to Seller, on or after January 28, 2010 if the Closing has not occurred by that date (the date of such written notice, the “Termination Date”), subject, however, to extension by the mutual written consent of Seller, Seller’s lenders, the official unsecured creditors’ committee in the Bankruptcy Case and Buyer, if the Closing shall not have occurred on or prior to the Termination Date; provided, however that a party shall not have the right to terminate this Agreement under this Section 8.1(b) if Seller (in case of termination by Seller) or Buyer (in case of termination by Buyer) is then in material breach of this Agreement;

(c)           By Seller, by written notice to Buyer, or by Buyer, by written notice to Seller, if any injunction, other order, or proceedings/investigations instituted by any governmental agencies or departments that would delay, impair or otherwise hinder the Closing of the transactions contemplated by this Agreement, restricting the transactions contemplated by this Agreement shall have become effective; provided, however that the party seeking to terminate this Agreement pursuant to this Section 8.1(c) has used its commercially reasonable efforts to remove such injunction or other order;

(d)           By Seller, by written notice to Buyer, if Seller has previously provided Buyer with written notice of any inaccuracy of any representation or warranty contained in Section 4.2 which inaccuracy could reasonably be expected to result in, individually or in the aggregate with the results of other inaccuracies, a material failure to perform any covenant of Buyer contained in this Agreement, and Buyer has failed, within five Business Days after receipt of such notice, to remedy such inaccuracy or perform such covenant or provide reasonably adequate assurance to Seller of Buyer’s ability to remedy such inaccuracy or perform such covenant; provided, that Seller shall not have the right to terminate this Agreement under this Section 8.1(d) if Seller is in material breach of this Agreement at the time Sell er gives such notice;

(e)           By Buyer, by written notice to Seller, if Buyer has previously provided Seller with written notice of any inaccuracy of any representation or warranty of Seller contained in

27

Section 4.1 which inaccuracy could reasonably be expected to result in, individually or in the aggregate with the results of other inaccuracies, a material failure to perform any covenant of Seller contained in this Agreement, and Seller has failed, within five Business Days after receipt of such notice, to remedy such inaccuracy or perform such covenant or provide reasonably adequate assurance to Buyer of Seller’s ability to remedy such inaccuracy or perform such covenant; provided, that Buyer shall not have the right to terminate this Agreement under this Section 8.1(e) if Buyer is in material breach of this Agreement at the time it gives such notice;

(f)            By Buyer, by written notice to Seller, if (i) the Bidding Procedures and Sale Motion is not filed with the Bankruptcy Court within one (1) Business Day after the Execution Date, (ii) the Bidding Procedures Order in form and substance acceptable to Buyer is not entered by the Bankruptcy Court by January 11, 2010 or (iii) the Bankruptcy Sale Order in form and substance acceptable to Buyer is not entered by the Bankruptcy Court by January 26, 2010; or

(g)           By Buyer, if Seller enters into a definitive written agreement providing for an Alternative Transaction (including an Alternative Transaction that is for less than all of the Supermarkets) pursuant to the Bidding Procedures Order subject, however, to Buyer’s rights to the Break-Up Fee as provided for hereunder and in the Bidding Procedures Order.

SECTION 8.2  Effect of Termination; Remedies.

(a)            If this Agreement is terminated pursuant to any of Section 8.1(a), by Buyer pursuant to Section 8.1(b), Section 8.1(c), Section 8.1(e) or Section 8.1(f), then the Escrow Agent shall return the Buyer’s Deposit to Buyer within two Business Days after such termination.

(b)           If this Agreement is terminated pursuant to Section 8.1(g), then, (i) within two Business Days after such termination, Seller shall return the Buyer’s Deposit to Buyer and (ii) if Seller consummates an Alternative Transaction, Seller also shall pay to Buyer a break-up fee equal to 3% of the cash portion of the Purchase Price (the “Break-Up Fee”), upon the closing of such Alternative Transaction, provided however, that pending payment of the Break-Up Fee Buyer shall be deemed to have an allowed administrative expenses claim for such amounts pursuant to sections 503(a)and(b) and 507(a)(2) of the Bankruptcy Code.

(c)            If this Agreement is terminated pursuant to Section 8.1(d), or otherwise due to Buyer’s breach of this Agreement, then, Seller shall retain the Buyer’s Deposit as its exclusive remedy with respect to any such breach (including, without limitation, matters giving rise to the termination of the Agreement pursuant to Section 8.1(d); and any court order approving this Agreement shall so provide.

(d)           If this Agreement is terminated pursuant to Section 8.1(g), the Break-Up Fee shall be the Buyer’s sole and exclusive remedy against the Seller (whether in contract or tort, under statute, rule, law or otherwise), in full satisfaction of all of the Seller’s obligations hereunder, except in the case of fraud or intentional misconduct.  Any payments of the Break-Up Fee under this Section 8.2 shall be made by wire transfer of immediately available funds to an account designated in writing by Buyer. Seller

28

acknowledges that the Break-Up Fee (or any portion thereof) is a necessary and appropriate expense for the administration of its estate, pursuant to sections 503 and 507 of the Bankruptcy Code, and that the Break-Up Fee (or any portion thereof) is an allowed administrative expense against its estate. Notwithstanding the foregoing, the Break-Up Fee shall be payable exclusively and directly from the cash component consideration of the Alternative Transaction, if and when paid. Seller has no obligation to make such payments from any other cash or sources of cash whatsoever.

ARTICLE 9. SURVIVAL, INDEMNIFICATION AND OTHER REMEDIES

SECTION 9.1  Seller’s Representations, Warranties and Covenants. None of the representations and warranties made by Seller in this Agreement will survive Closing.  The covenants made by the Seller in this Agreement will survive Closing until such time as they are fully performed by Seller.

SECTION 9.2  Survival; Indemnification.  The representations and warranties of Buyer contained in this Agreement shall survive the Closing until the earlier of (y) confirmation of a plan pursuant to chapter 11 of the Bankruptcy Code, or (z) dismissal or conversion of the Bankruptcy Case (the “Survival Period”).  The covenants made by the Buyer in this Agreement will survive Closing until such time as they are fully performed by Buyer.  Seller shall not have any claim or right of recovery for any Breach of a representation or warranty unless (x) written notice is given by Seller to Buyer of the representation or warranty pursuant to which the claim is made or right of recovery is sought setting forth in reasonable detail the basis for the purported Breach of the representation or warranty, the amount or nature of the claim being made, if then ascertainable, and the general basis therefor and (y) such notice is given prior to the expiration of the Survival Period.

SECTION 9.3  Specific Performance.  If the Debtors fail to perform their obligations hereunder with respect to the sale of the Dubois Assets (including Equipment) and IT, and the obligations described in Sections 2(c)1, (2), (3), (7) and (8) of the C&S Agreement, Buyer shall have the right to seek injunctive relief for specific performance by the Debtors to effectuate the foregoing transactions.

ARTICLE 10. BIDDING PROCEDURES

SECTION 10.1  Bidding Procedures.

(a)Bankruptcy Court Approval.  Within one Business Day after the Execution Date, Seller shall prepare and file with the Bankruptcy Court a combined motion to approve bidding procedures, bidder protections, the sale of substantially all of the Seller’s assets, the assumption and assignment of certain executory contracts and unexpired leases in connection therewith and related relief in form and substance reasonably satisfactory to the parties (collectively, the “Sale Motion”), and with respect to approval of bidding procedures and bidder protections, seeking entry of a bidding procedures order in a form acceptable to Seller and Buyer (the “Bidding Procedures Order”). Seller shall use commercially reasonable efforts to obtain entry by the Bankruptcy Court of the Bidding Procedures Order as soon as practicable. The Bidding Procedures Order shall contain, among other provisions, those contained in Section 10.1(b) and, in

29

addition, shall contain additional provisions regarding qualification of bidders, bidding requirements and other matters. Seller shall provide to Buyer copies of any and all pleadings filed in opposition to or in respect of the Sale Motion immediately upon their receipt. Seller shall use its best efforts to resolve or oppose, as applicable, any such pleadings.

(b)           Other Bids

(i)           Buyer acknowledges that Seller may receive bids (“Bids”) from prospective purchasers (such prospective purchasers who are Qualified Bidders, as defined in the Bidding Procedures and Sale Motion, the “Bidders”) for the sale of all of the Acquired Assets as provided in the Bidding Procedures Order. All Bids shall be subject to bid incentives and protections set forth in this Section 10.1(b) and overbid protections set forth in Section 10.1(c) of this Agreement. The Bidding Procedures Order shall require that all Bids (other than Bids submitted by Buyer) will be submitted with two copies of this Agreement marked to show changes requested by the Bidder.

(ii)          If Seller receives any higher Bids, Seller shall have the right to select, and seek final approval of the Bankruptcy Court for, the highest better Bid or Bids from the Bidders (the “Superior Bid”), which will be determined by considering, among other things, the (A) identity of the Bidder; (B) number, type and nature of any changes to this Agreement requested by the Bidder; (C) extent to which the identity of the Bidder or such modifications are likely to delay closing of the sale of the Acquired Assets and Assumed Liabilities to the Bidder and the cost or savings to Seller of such modifications or delay; (D) form and amount of the Total Consideration to be received by Seller and its bankruptcy estate; and (E) financial strength of the Bidder. Seller shall provide copies of all Bids to Buyer.

(c)Overbid Protection.  Seller shall seek Bankruptcy Court approval of the following overbid protections: (A) no Bid will be considered by Seller unless it is at least $1,000,000 more than the sum of the (y) Total Consideration, and (z) Break Up Fee; and (B) a provision that Buyer will be credited with, and have added to the aggregate amount of its bid when comparing it to other bids, without duplication, the amount of the Break-Up Fee that will be earned by Buyer under Section 8.2 if it i s not the successful bidder for the Acquired Assets.

SECTION 10.2  Sale Hearing and Entry of Bankruptcy Sale Order.  The Sale Motion shall seek entry by the Bankruptcy Court of the Bankruptcy Sale Order.  Seller shall use commercially reasonable efforts to obtain entry by the Bankruptcy Court of the Bankruptcy Sale Order by January 25, 2010.

ARTICLE 11. MISCELLANEOUS

SECTION 11.1  Alternative Transaction.  Notwithstanding anything herein to the contrary, Seller may furnish information concerning Seller, the Acquired Assets and the Assumed Liabilities to any Person in connection with a potential Alternative Transaction pursuant to the Bidding Procedures Order, provided that such Person executes and delivers to Seller a confidentiality agreement on substantially the same terms and conditions as contained

30

in the confidentiality agreement executed and delivered to Seller by Buyer, and negotiate, enter into and consummate an Alternative Transaction.

SECTION 11.2 Further Assurances.  At the request and the sole expense of the requesting party, Buyer or Seller, as applicable, shall execute and deliver, or cause to be executed and delivered, such documents as Buyer or Seller, as applicable, or their respective counsel may reasonably request to effectuate the purposes of this Agreement.

SECTION 11.3 Successors and Assigns.         Buyer shall have the right to assign to any Affiliate or Affiliates (each, an “Assignee”) any of its rights or obligations (including the right to acquire any of the Acquired Assets) and may require any such Assignee to pay all or a portion of the Purchase Price and/or to assume all or a portion of those Assumed Liabilities that are both described in Section 1.3 and relate to the Acquired Assets acquired by the Assignee (“Assignable Liabilities”). In the event of any assignment pursuant to this Section 11.3, Buyer shall not be relieved of any liability or obligation hereunder.

SECTION 11.4 Governing Law: Jurisdiction.  This Agreement shall be construed, performed and enforced in accordance with, and governed by, the laws of the State of New York (without giving effect to the principles of conflicts of laws thereof), except to the extent that the laws of such State are superseded by the Bankruptcy Code or other applicable federal law. For so long as Seller is subject to the jurisdiction of the Bankruptcy Court, the parties irrevocably elect, as the sole judicial forum for the adjudication of any matters arising under or in connection with the Agreement, and consent to the exclusive jurisdiction of, the Bankruptcy Court.  In particular, the Bankruptcy Court shall retain original and exclusive jurisdiction over, among other matters, any and all disputes relating to Seller’s claims for indemnification under Section 9.2.

SECTION 11.5 Expenses.  Except as otherwise provided in this Agreement, each of the parties shall pay its own expenses in connection with this Agreement and the transactions contemplated hereby, including, without limitation, any legal and accounting fees, whether or not the transactions contemplated hereby are consummated.

SECTION 11.6 Broker’s and Finder’s Fees.  Each of the parties represents and warrants that it has not engaged any broker or finder in connection with any of the transactions contemplated by this Agreement.

SECTION 11.7 Severability.  In the event that any part of this Agreement is declared by any court or other judicial or administrative body to be null, void or unenforceable, said provision shall survive to the extent it is not so declared, and all of the other provisions of this Agreement shall remain in full force and effect only if, after excluding the portion deemed to be unenforceable, the remaining terms shall provide for the consummation of the transactions contemplated hereby in substantially the same manner as originally set forth at the later of (a) the Execution Date and (b) the date this Agreement was last amended.

SECTION 11.8 Notices.  All notices, requests, demands, consents and other communications under this Agreement shall be in writing and shall be deemed to have been duly given: (i) on the date of service, if served personally on the party to whom notice is to be given; (ii) on the day of transmission, if sent via facsimile transmission to the facsimile number given below: (iii) on the day after delivery to Federal Express or similar overnight courier or the Express Mail service maintained by the United States Postal Service addressed to the party to whom notice is to be given; or (iv) on the fifth day after mailing, if mailed to the party to whom

31

notice is to be given, by first class mail, registered or certified, postage prepaid and properly addressed, to the party as follows:

If to Buyer:	Tops Markets, LLC
	P.O. Box 1027
	Buffalo, NY 14240-1027
	Attention: Frank Curci, President, Chief Executive Officer
	Telecopy No.: (716) 635-5102
With a copy to:	Winston & Strawn LLP
	200 Park Avenue
	New York, NY 10166-4193
	Attention: Dom DeChiara, Esq. and David Neier, Esq.
	Telecopy No.: (212) 294-4700
With a copy to:	Morgan Stanley Private Equity
	1585 Broadway, Floor 29
	New York, New York 10036
	Attention: Eric Fry, Gary Matthews and Eric Kanter
	Telecopy No.: (201) 214-6371
If to Seller:	The Penn Traffic Company
	P.O. Box 4965
	Syracuse, NY 13209
	Attention: Ronald F. Stengel, Chief Restructuring Officer
	Telecopy No.: (315) 461-2474
With a copy to:	The Penn Traffic Company
	P. O. Box 4737
	Syracuse, NY 13221
	Attention: Daniel Mahoney, General Counsel
	Telecopy No.: (315) 461-2532
And:
	Haynes and Boone, LLP
	1221 Avenue of the Americas
	26th Floor
	New York, New York 10020-1007
	Attention: Lenard Parkins, Esq. and Michael Foreman, Esq.
	Telecopy No.: 212.844.9545

Any party may change its address or facsimile number for the purpose of this Section 11.8 by giving the other parties written notice of its new address in the manner set forth above.

SECTION 11.9 Interpretations.  Unless expressly provided for elsewhere in this Agreement, this Agreement shall be interpreted in accordance with the following provisions:

(a)           When calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date

32

that is the reference date in calculating such period shall be excluded.  If the last day of such period is not a Business Day, the period in question shall end on the next succeeding Business Day.

(b)           Whenever the context may require, any pronoun used in this Agreement shall include the corresponding masculine, feminine, or neuter forms, and the singular form of nouns, pronouns and verbs shall include the plural and vice versa.

(c)           If a word or phrase is defined, its other grammatical forms have a corresponding meaning.

(d)           All references in this Agreement to articles, sections or subdivisions thereof shall refer to the corresponding article, section or subdivision thereof of this Agreement unless specific reference is made to such articles, sections, or subdivisions of another document or instrument.

(e)           A reference to any agreement or document (including a reference to this Agreement) is to the agreement or document as amended, varied, supplemented, notated or replaced, except to the extent prohibited by this Agreement or that other agreement or document.

(f)            A reference to any Party to this Agreement or another agreement or document includes the Party’s successors and permitted assigns.

(g)           A reference to a writing includes a facsimile transmission of it and any means of reproducing of its words in a tangible and permanently visible form.

(h)           The words “hereof,” “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement, and article, section, subsection, schedule and exhibit references are to this Agreement unless otherwise specified.

(i)            The word “including” or any variation thereof means “including, without limitation” and shall not be construed to limit any general statement that it follows to the specific or similar items or matters immediately following it.

(j)            The word “or” will have the inclusive meaning represented by the phrase “and/or.”

(k)           The phrase “and/or” when used in a conjunctive phrase, shall mean any one or more of the Persons specified in or the existence or occurrence of any one or more of the events, conditions or circumstances set forth in that phrase; provided, however, that when used to describe the obligation of one or more Persons to do any act, it shall mean that the obligation is the obligation of each of the Persons but that it may be satisfied by performance by any one or more of them.

(l)            “Shall” and “will” have equal force and effect.

33

(m)          The Exhibits, Schedules, Annexes and other Documents to this Agreement are hereby incorporated and made a part hereof and are an integral part of this Agreement.  All Exhibits, Schedules and Annexes annexed hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein.  Any matter or item disclosed on one Schedule shall not be deemed to have been disclosed on any other Schedule.  Any capitalized terms used in any Schedule or Exhibit but not otherwise defined therein shall be defined as set forth in this Agreement.

(n)           The Parties and their counsel have reviewed the provisions of this Agreement and have participated jointly in the negotiation and drafting of this Agreement.  In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the Parties and no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any of the provisions of this Agreement.

(o)           All references to immediately available funds or dollar amounts contained in this Agreement shall mean United States dollars.

SECTION 11.10  C&S shall not be a third party beneficiary of this Agreement.

SECTION 11.11  Counterpart Execution. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which shall constitute but one and the same instrument. Delivery by facsimile or in a PDF transmission of a counterpart of this Agreement as executed by the party making the delivery shall constitute good and valid execution and delivery of this Agreement for all purposes.

(Signature Page Follows)

34

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective duly authorized officers as of the Execution Date.

BUYER:
TOPS MARKETS, LLC
By:	/s/ Kevin Darrington
Name:	Kevin Darrington
Title:	Chief Financial Officer
SELLER:
THE PENN TRAFFIC COMPANY,
As Debtor and Debtor-in-Possession
By:	/s/ Gregory J. Young
Name:	Gregory J. Young
Title:	President, CEO

35

EXHIBIT A

Certain Terms Defined.  As used in this Agreement, the following terms have the following meanings:

“363 Agreements” means, collectively (i) the Asset Purchase Agreement, dated as of December 15, 2009, between Seller and Price Chopper Operating Co., Inc., (ii) the Agency Agreement, dated as of December 22, 2009, between Seller and Hilco Merchant Resources, LLC, (iii) the Agency Agreement, dated as of December 4, 2009, between Seller and KRC Capital Services, LLC, Gordon Brothers Group, LLC, The Nassi Group, LLC, SB Capital Group, LLC and DJM Realty Services, LLC and (iv) the Agency Agreement, dated as of January 3, 2010, between Seller, Hilco Merchant Resources, LLC and Hilco Real Estate Holdings, LLC.

“Accounts Receivable” means all accounts receivable and notes receivable owed to Seller as of the Closing, including unpaid interest on any such accounts receivable and any security or collateral relating thereto.

“Acquired Assets” has the meaning set forth in Section 1.1.

“Acquired Contracts” has the meaning set forth in Section 1.1(b).

“Affiliate” means, with respect to any Person, any other Person directly or indirectly controlling, controlled by or under direct or indirect common control with such Person.

“Agency Agreement” has the meaning set forth in Section 3.2(i).

“Agreement” has the meaning set forth in the Preamble.

“Alternative Transaction” means a transaction involving a sale, pursuant to a Bankruptcy Court order, of all of the Acquired Assets to a purchaser or purchasers other than Buyer.

“Applicable WARN Acts” means, collectively, the WARN Act, the NY WARN Act and comparable laws of each other applicable jurisdiction.

“Assignee” has the meaning set forth in Section 11.3.

“Assignable Liabilities” has the meaning set forth in Section 11.3.

“Assumed Liabilities” has the meaning set forth in Section 1.4

“Bankruptcy Case” has the meaning set forth in Recital A.

“Bankruptcy Code” has the meaning set forth in Recital A.

“Bankruptcy Court” has the meaning set forth in Recital A.

“Bankruptcy Rules” has the meaning set forth in Recital C.

“Bankruptcy Sale Order” has the meaning set forth in Recital D.

“Bidders” has the meaning set forth in Section 10.1(b)(i)

i

“Bidding Procedures Order” has the meaning set forth in Section 10.1(a)

“Bids” has the meaning set forth in Section 10.1(b)(i)

“Breach” means any breach of, or any inaccuracy in, any representation or warranty or any breach of, or failure to perform or comply with, any covenant or obligation, in or of this Agreement or any other Contract, or any event which with the passing of time or the giving of notice, or both, would constitute such a breach, inaccuracy or failure.

“Break-Up Fee” has the meaning set forth in Section 8.2(b)

“Business Day” means any day other than Saturday, Sunday and any day that is a legal holiday or a day on which banking institutions in New York City, New York are authorized by law or other governmental action to close.

“Buyer” has the meaning set forth in the Preamble.

“Buyer’s Deposit” has the meaning given it in Section 2.2.

“C&S” has the meaning set forth in Section 2.1.

“Cash” means all cash and cash equivalents.

“Claim” means all rights, claims, causes of action, defenses, debts, demands, damages, obligations, and liabilities of any kind or nature under contract, at law or in equity, known or unknown, contingent or matured, liquidated or unliquidated, and all rights and remedies with respect thereto, including, without limitation, causes of action arising under chapter 5 of the Bankruptcy Code or similar state statutes.

“Closing” has the meaning set forth in Section 3.1.

“Closing Date” has the meaning set forth in Section 3.1.

“Code” means the Internal Revenue Code of 1986, as amended.

“Consents” has the meaning set forth in Section 4.1(d).

“Contract” means any written contract, agreement, lease or sublease, license or sublicense, instrument, indenture, commitment or undertaking.

“Cure Amounts” has the meaning set forth in Section 1.4.

“Environmental Damages” the meaning set forth in Section 5.1(h)(2).

“Environmental Studies” has the meaning set forth in Section 5.1(h)(2).

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended.

“Escrow Agent” has the meaning set forth in Section 2.2.

“Excluded Assets” has the meaning set forth in Section 1.2.

“Excluded Contracts” has the meaning set forth in Section 1.2(g).

“Excluded Liabilities” has the meaning set forth in Section 1.5.

“Execution Date” has the meaning set forth in the Preamble.

“Government” means any agency, division, subdivision or governmental or regulatory authority or any adjudicatory body thereof, of the United States, or any state, county and/or or local governmental unit thereof.

“HIPAA” has the meaning set forth in Section 4.2(g).

“HIPAA Regulations” has the meaning set forth in Section 4.2(g).

“HSR Act” has the meaning set forth in Section 1.6.

“Intellectual Property”means any and all technology, know-how, patents, patent applications, trademarks, service marks, trade names, trade dress rights, internet domain names, trade secrets and copyrights; foreign equivalent or counterpart rights having similar effect in any jurisdiction throughout the world; and registrations and applications for registration of any of the foregoing, including all software, software licenses, intellectual property licenses, information technology agreements, maintenance agreements, and technology equipment.

“Interim Operating Agreement” has the meaning set forth in Section 3.2(j).

“Inventory” means all inventory located in the Supermarkets on the Closing Date.

“Knowledge of Buyer” or any other similar term or knowledge qualification means the actual knowledge of Frank Curci and Kevin Darrington, after due inquiry.

“Knowledge of Seller” or any other similar term or knowledge qualification means the actual knowledge of the individuals set forth on Schedule A after due inquiry.

“Lien” means any mortgage, pledge, security interest, encumbrance, lien (judicial, statutory or other), conditional sale agreement, Claim or liability.

“Material Adverse Effect” means any event that has resulted in a material adverse effect on the business operations of Seller at the Supermarkets, taken as a whole (including, without limitation, the condition of the Acquired Assets or title to the Acquired Assets, in each case, taken as a whole), excluding any event relating to (i) any action taken (or omitted to be taken) as required by this Agreement or at the request of Buyer, (ii) any action taken by Seller pursuant to any order of the Bankruptcy Court entered prior to the date hereof, (iii) any matter to the extent relating to an adjustment to the Purchase Price pursuant to this Agreement, (iv) any failure by Seller to meet any internal or published budgets, projections, forecasts or predictions of financial performance for any period, (v) the announcement or pendency of the transactions contemplated by this Agreement, (vi) acts of war, sabotage or terrorism or natural disasters involving the United States of America that do not have a materially disproportionate effect on Seller and the Supermarkets, taken as a whole, (vii) changes (including changes of applicable law) or conditions generally affecting the industry in which Seller operates and not specifically relating to or having a materially disproportionate effect on Seller and the Supermarkets, taken as a whole, (viii) changes in GAAP or changes in the regulatory accounting requirements

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.

“Motion Date” means the date on which the Bidding Procedures and Sale Motion is filed with the Bankruptcy Court.

“NY WARN Act” means the New York State Worker Adjustment and Retraining Notification Act.

“Ordinary Course of Business” means that an action taken by a Person will be deemed to have been taken in the “Ordinary Course of Business” only if that action:

(i)             is consistent in nature, scope and magnitude with the past practices of such Person, recognizing that Seller has filed the Bankruptcy Case, and is taken in the ordinary course of the normal day-to-day operations of such Person;

(ii)            does not require authorization by the board of directors or shareholders of such Person (or by any Person or group of Persons exercising similar authority) and does not require any other separate or special authorization of any nature, including prior approval of the Bankruptcy Court; and

(iii)           is similar in nature, scope and magnitude to actions customarily taken, without any separate or special authorization, in the ordinary course of the normal day-to-day operations of other Persons that are in the same line of business as such Person, recognizing that Seller has filed the Bankruptcy Case and may be conducting going out of business sales or otherwise liquidating its inventory (other than the Pharmacy Inventory) at the Supermarkets.

“Orders” means the Bankruptcy Sale Order and the Bidding Procedures Order.

“Owned Machinery and Equipment” has the meaning set forth in Section 1.1(a).

“Person” means any individual, corporation, partnership, limited liability company, joint venture, association, joint-stock company, trust, unincorporated organization or Government.

“Petition Date” has the meaning set forth in Recital A.

“Pharmacies” has the meaning set forth in Recital B.

“Pharmacy Inventory” means, with respect to the Pharmacies, the entire inventory of saleable legend drug products located in the Pharmacies on the Closing Date.

“Pharmacy Records”means, with respect to the Pharmacy, all prescriptions (whether it be an original, electronic, or facsimile copy and/or the hand-written record of a phoned-in prescription), along with all electronic or paper copies of prescription files, prescription and patient records and patient refill history as of the Closing Date.

“Purchase Price” has the meaning set forth in Section 2.1.

“Related Person” means, with respect to any Person, all past, present and future directors, officers, members, managers, stockholders, employees, controlling persons, agents, professionals, attorneys, accountants, lenders, investment bankers or representatives of any such Person.

“Sale Motion” has the meaning set forth in Section 10.2.

“Secured Creditors” means General Electric Capital Corporation and Kimco Capital Corp.

“Seller” has the meaning set forth in the Preamble.

“Seller Parties” has the meaning set forth in Section 9.2(b).

“Superior Bid” has the meaning set forth in Section 10.1(b)(ii).

“Supermarkets” has the meaning set forth in Recital B.

“Survival Period” has the meaning set forth in Section 9.2.

“Tax Return” means any report, return, information return, filing or other information, including any schedules, exhibits or attachments thereto, and any amendments to any of the foregoing required to be filed or maintained in connection with the calculation, determination, assessment or collection of any Taxes (including estimated Taxes).

“Taxes” means all taxes, however denominated, including any interest, penalties or additions to tax that may become payable in respect thereof, imposed by any Government, whether payable by reason of contract, assumption, transferee liability, operation of law or Treasury Regulation section 1.1502-6(a) (or any predecessor or successor thereof or any analogous or similar provision under state, local or foreign law), which taxes shall include all income taxes, payroll and employee withholding unemployment insurance, social security (or similar), sales and use, excise, franchise, gross receipts, occupation, real and personal property, stamp, transfer, workmen’s compensation, customs duties, registration, documentary, value added, alternative or add-on minimum, estimated, environmental (including taxes under section 59A of the Code) and other assessments or obligations of the same or a similar nature, whether arising before, on or after the Closing Date.

“Termination Date” has the meaning set forth in Section 8.1(b)

“Total Consideration” has the meaning set forth in Section 2.1.

“Transaction Documents” means this Agreement, the Transition Services Agreement, the Agency Agreement and the Interim Operating Agreement.

“Transition Services Agreement” has the meaning set forth in Section 3.2(h).

“Transaction Taxes” has the meaning set forth in Section 6.1.

“WARN Act” means the Worker Adjustment and Retraining Notification Act.

EX-2.2

EXHIBIT 2.2

AMENDMENT TO ASSET PURCHASE AGREEMENT

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).

1.             The Escrow Amount shall be increased by an additional $7.5 million (the “Additional Escrow Amount”) from $5 million to $12.5 million.  Subject to section 5 of this Amendment, the Escrow Amount so increased shall be released as provided in an escrow agreement to be entered into among Buyer, Seller and Wells Fargo Bank, National Association, as escrow agent (the “Escrow Agent”), at or prior to the Closing (the “Escrow Agreement”).  The Escrow Agreement shall contemplate that the Escrow Agent shall hold and release the Escrow Amount as contemplated by Section 2.3 of the Agreement and in accordance with the terms of this Amendment.

2.             Buyer and Seller shall work together to, as soon as practicable, at Seller’s expense, complete title searches (the “Title Searches”) and identify all parties not duly served with notice of the Seller’s motion upon which entry of the Bankruptcy Sale Order was requested (collectively, the “Notice Parties”) who (i)  have been identified in the Title Searches as a party which may assert Liens, Claims, Encumbrances and/or Interests with respect to the Supermarkets or the Acquired Assets or (ii) are a party to a Contract with Seller or by which any of the Acquired Assets is bound.  In addition, Seller shall cooperate with Buyer in providing such title and survey affidavits and SNDAs and corrective instruments as reasonably may be required by Buyer’s title company in order to insure that Buyer has good and indefeasible title to owned or leased property constituting a portion of the Acquired Assets is not subject to any Liens, Claims, Encumbrances and Interests (other than permitted encumbrances identified in Schedule 3.2(b) to the Agreement).  The requirement of Seller to assist in the delivery of title searches to Buyer and cooperate with Buyer in providing title and survey affidavits and SNDAs shall constitute a post-closing covenant of Seller under Section 5.4 of the Agreement.

3.             In accordance with the Bankruptcy Sale Order, as soon as practicable, Seller shall provide notice to the Notice Parties of the Bankruptcy Sale Order, and provide that (i) if such Notice Parties do not object they shall be bound by the terms of the Bankruptcy Sale Order, and, (ii) among other things, that all asserted Liens, Claims, Encumbrances and Interests shall attach to the sales proceeds being paid by Buyer to the Seller under the Agreement.

4.             To the extent that Notice Parties holding valid Liens, Claims, Encumbrances and Interests on, in or to the Supermarkets, Acquired Assets and Acquired Contracts disclosed in the

Title Searches duly and timely object to being bound by the terms of the Bankruptcy Sale Order and (i) have been determined by order of the Bankruptcy Court to not be bound by the terms of the Bankruptcy Order or (ii) such objections have not been resolved by order of the Bankruptcy Court (in the case of either clause (i) or (ii), an “Unresolved Encumbrance”) (other than permitted encumbrances identified in Schedule 3.2(b) to the Agreement), then no later than 90 days from the date of Closing (i) the Seller shall promptly pay and satisfy each such Unresolved Encumbrance by making payment to the holder thereof, or (ii) the Purchase Price shall be promptly reduced to the extent of such Unresolved Encumbrance.  If the Seller is unable to remove such Unresolved Encumbrance within such 90-day period, the Purchase Price shall be reduced by an amount equal to the resulting impairment of value due to such Unresolved Encumbrance, and Buyer and Seller shall promptly provide joint written instructions to the Escrow Agent directing the Escrow Agent to release a portion of the Escrow Amount to Buyer in an amount equal to the amount of such impairment, or to the extent the Escrow Amount is insufficient to cover the amount of such Unresolved Encumbrance or any portion thereof, the Seller shall pay to Buyer the amount of such impairment (or portion thereof not covered by the Escrow Amount).  Buyer’s remedies in respect of any failure by Debtors to remove or pay and satisfy an Unresolved Encumbrance shall not be limited to the Escrow Amount but in no event shall be inconsistent with the Bankruptcy Sale Order, including without limitation that Buyer shall have no recourse against the First Lien Secured Lenders and the Second Lien Secured Lenders (each as defined in the Bankruptcy Sale Order) with respect to payments made to them under the Bankruptcy Sale Order.

5.             Notwithstanding anything to the contrary contained in Section 2.3 of the Agreement, the Additional Escrow Amount shall be released to the Seller from time to time in amounts agreed to by the parties to the extent that the Title Searches disclose that no additional Notice Parties exist, or pursuant to the order of the Bankruptcy Court as and to the extent that Notice Parties are deemed to be bound by the terms of the Bankruptcy Sale Order.  Once all Notice Parties have been provided with notice pursuant to paragraph 3 above, and the time provided for such Notice Parties to respond shall have passed, the Additional Escrow Amount shall be released to Seller except to the extent of such amount as would be needed to reserve for or resolve any Unresolved Encumbrance; provided, however, that on the later to occur of (i) the date on which all Unresolved Encumbrances have been paid and satisfied by Seller or (ii) the date on which the Purchase Price has been reduced by (and Buyer has received from the Escrow Amount and/or Seller) an aggregate amount equal to the impairment of value due to all Unresolved Encumbrances, any remaining portion of the Additional Escrow Amount shall be released to the Seller.

6.             Notwithstanding anything to the contrary contained in Section 3.1 or elsewhere in the Agreement, if the Closing occurs, the Closing shall be deemed to be effective as of 12:01 a.m., prevailing Eastern Time, on the Closing Date.

7.             Buyer shall have the right to assign to any Assignee any of its rights or obligations under this Amendment only as permitted pursuant to Section 11.3 of the Agreement.

8.             Schedule 5.6 to the Agreement, as of the Amendment Execution Date, is attached as Exhibit A hereto.

2

[Signature Page Follows]

3

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their respective duly authorized officers as of the Amendment Execution Date.

BUYER:
TOPS MARKETS, LLC
By:	/s/ Kevin Darrington
Name:	Kevin Darrington
Title:	Chief Financial Officer
SELLER:
THE PENN TRAFFIC COMPANY, and its affiliates, as Debtors and Debtors-in-Possession
By:	/s/ Daniel J. Mahoney
Name:	Daniel J. Mahoney
Title:	Senior VP, General Counsel

4

Exhibit A

Schedule 5.6 to the Agreement (as of the Amendment Execution Date)

See attached.

5

EX-3.1

Exhibit 3.1

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

OF

HANK HOLDING CORPORATION

It is hereby certified that:

1.             The present name of the corporation (hereinafter, the “Corporation”) is Hank Holding Corporation, which is the name under which the Corporation was originally incorporated.  The date of the filing of the original certificate of incorporation of the Corporation with the Secretary of State of Delaware is October 5, 2007.

2.             The certificate of incorporation of the Corporation is hereby amended by amending Article FIRST, which is set forth in the Amended and Restated Certificate of Incorporation hereinafter provided for.

3.             The provisions of the certificate of incorporation of the Corporation as herein amended, are hereby restated and integrated into the single instrument that is hereinafter set forth, and that is entitled Amended and Restated Certificate of Incorporation of Tops Holding Corporation without any further amendment other than the amendment herein certified and without discrepancy between the provisions of the certificate of incorporation and the provisions of the said single instrument hereinafter set forth.

4.             The amendment and restatement of the certificate of incorporation herein certified have been duly adopted by the stockholder in accordance with the provisions of Sections 228, 242 and 245 of the General Corporation Law of the State of Delaware.

5.             The amended and restated certificate of incorporation of the Corporation, as amended and restated herein, shall at the effective time of this Amended and Restated Certificate of Incorporation, read as follows:

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

OF

TOPS HOLDING CORPORATION

FIRST:   The name of this Corporation is TOPS HOLDING CORPORATION.

SECOND:   The address, including street, number, city and county, of the registered office of the Corporation in the State of Delaware is 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808, County of New Castle; and the name of the registered agent of the Corporation in the State of Delaware at such address is Corporation Service Company.

THIRD:   The nature of the business and of the purposes to be conducted and promoted by the Corporation are to conduct any lawful business, to promote any lawful purpose, and to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware (“Delaware Law”).

FOURTH:   The aggregate number of shares of stock that the Corporation shall have authority to issue is two hundred thousand (200,000) shares of Common Stock, $0.001 par value per share.

FIFTH:   Whenever a compromise or arrangement is proposed between this Corporation and its creditors or any class of them and/or between this Corporation and its stockholders or any class of them, any court of equitable jurisdiction within the State of Delaware may, on the application in a summary way of this Corporation or any creditor or stockholder thereof or on the application of any receiver or receivers appointed for this Corporation under the provisions of Section 291 of Title 8 of the Delaware Code or on the application of trustees in dissolution or of any receiver or receivers appointed for this Corporation under the provisions of Section 279 of Title 8 of the Delaware Code order a meeting of the creditors or class of creditors, and/or of the stockholders or class of stockholders, of this Corporation, as the case may be, to be summoned in such manner as the said court directs.  If a majority in number representing three fourths in value of the creditors or class of creditors, and/or of the stockholders or class of stockholders, of this Corporation, as the case may be, agree to any compromise or arrangement and to any reorganization of this Corporation as a consequence of such compromise or arrangement, the said compromise or arrangement and the said reorganization shall, if sanctioned by the court to which the said application has been made, be binding on all the creditors or class of creditors, and/or on all the stockholders or class of stockholders, of this Corporation, as the case may be, and also on this Corporation.

SIXTH:   The original By-Laws of the Corporation shall be adopted by the incorporator.  Thereafter, the power to make, alter, or repeal the By-Laws, and to adopt any new By-Law, shall be vested in the Board of Directors.

SEVENTH:   To the fullest extent that the General Corporation Law of the State of Delaware, as it exists on the date hereof or as it may hereafter be amended, permits the limitation or elimination of the liability of directors, no director of this Corporation shall be personally

2

liable to this Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director.  Notwithstanding the foregoing, a director shall be liable to the extent provided by applicable law:  (1) for any breach of the directors’ duty of loyalty to the Corporation or its stockholders; (2) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; (3) under section 174 of the General Corporation Law of the State of Delaware; or (4) for any transaction from which the director derived any improper personal benefit.  Neither the amendment or repeal of this Article, nor the adoption of any provision of this Amended and Restated Certificate of Incorporation inconsistent with this Article, shall adversely affect any right or protection of a director of the Corporation existing at the time of such amendment or repeal.

EIGHTH:   The Corporation shall indemnify to the fullest extent permitted under Delaware Law any person who was, is, or is threatened to be made a party to a proceeding (as hereinafter defined) by reason of the fact that he or she (1) is or was a director or officer of the Corporation or (2) while a director or officer of the Corporation, is or was serving at the request of the Corporation as a director, officer, partner, venturer, proprietor, trustee, employee, agent or similar functionary of another foreign or domestic corporation, limited liability company, association, partnership, joint venture, sole proprietorship, trust, employee benefit plan or other enterprise, entity or organization.  Such right shall be a contract right and as such shall run to the benefit of any director or officer who is elected and accepts the position of director or officer of the Corporation or elects to continue to serve as a director or officer of the Corporation while this Article EIGHTH is in effect.  Any repeal or amendment of this Article EIGHTH shall be prospective only and shall not limit the rights of any such director or officer or the obligations of the Corporation with respect to any claim arising from or related to the services of such director or officer in any of the foregoing capacities prior to any such repeal or amendment to this Article EIGHTH.  Such right shall include the right to be paid by the Corporation expenses (including attorneys’ fees) incurred in defending any such proceeding in advance of its final disposition to the maximum extent permitted under Delaware Law.  If a claim for indemnification or advancement of expenses hereunder is not paid in full by the Corporation within 30 days after a written claim has been received by the Corporation, the claimant may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim, and, if successful in whole or in part, the claimant shall also be entitled to be paid the expenses of prosecuting such claim.  It shall be a defense to any such action that such indemnification is not permitted under Delaware Law, but the burden of proving such defense shall be on the Corporation.  Neither the failure of the Corporation (including its Board of Directors or any committee thereof or independent legal counsel, or stockholders) to have made its determination prior to the commencement of such action that indemnification of the claimant is permissible in the circumstances nor an actual determination by the Corporation (including its Board of Directors or any committee thereof, independent legal counsel or stockholders) that such indemnification is not permissible shall be a defense to the action or create a presumption that such indemnification is not permissible.  In the event of the death of any person having a right of indemnification under the foregoing provisions, such right shall inure to the benefit of his or her heirs, executors, administrators and personal representatives.  The rights conferred above shall not be exclusive of any other right that any person may have or hereafter acquire under any statute, bylaw, resolution of stockholders or directors, agreement or otherwise.

3

The Corporation may additionally indemnify, to the fullest extent permitted by law, any employee or agent of the Corporation who is not a director or officer of the Corporation in respect of service to the Corporation or to another entity at the request of the Corporation to the extent that the Board of Directors at any time designates any such person as entitled to the benefits of this Article EIGHTH.

As used herein, the term “proceeding” means any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, arbitrative or investigative, any appeal in such an action, suit or proceeding, and any inquiry or investigation that could lead to such an action, suit or proceeding.

The Corporation shall have power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any expense, liability or loss incurred by such person in any such capacity or arising out of his status as such, whether or not the Corporation would have the power to indemnify him or her against such liability under Delaware Law.

NINTH:   The Corporation expressly elects not to be governed by Section 203 of the Delaware Law.

TENTH:   The Corporation hereby acknowledges and agrees that, notwithstanding any other provision of this Amended and Restated Certificate of Incorporation:

(a)           nothing herein shall in any way limit or be construed as limiting the ability of any member of the Board of Directors or any Affiliate thereof (each, an “Unlimited Party”) to, and such Unlimited Parties may, in the past, present or future, carry out and engage in any and all activities associated with any business, including, without limitation, principal investments and underwriting (including investments in and underwriting investments of private equity of the Unlimited Parties or of other entities directly or indirectly involved in any aspect of the regional supermarket business, including, without limitation, direct competitors of the Corporation), trading, brokerage, agency, financing, derivatives, foreign exchange and asset management activities, and for the avoidance of doubt and without limiting the generality of the foregoing, the Unlimited Parties may:  (i) purchase and hold long or short positions, otherwise make investments, trade or otherwise effect transactions, for their own account or the account of their customers, in the debt or equity securities or loans of entities that may directly or indirectly compete with any or all of the business of the Corporation (the “Other Companies”); and (ii) provide financial advice to the Other Companies;

(b)           the Unlimited Parties may have information that may be of interest or value to the Corporation (the “Information”) regarding various matters, including, without limitation, (i) each Unlimited Party’s products, plans, services and technology, and plans and strategies relating thereto, (ii) current and future investments each Unlimited Party has made, may make, may consider or may become aware of with respect to other companies and other products, services and technology, including without limitation, any Other Companies, and (iii) developments with respect to the technologies, products and services, and plans and strategies relating thereto,

4

including, without, limitation, any Other Companies.  The Corporation agrees that the Unlimited Parties shall have no duty to disclose any Information to the Corporation or permit the Corporation to participate in any investments or transactions based on any Information, or to otherwise take advantage of any opportunity that may be of interest to the Corporation if it were aware of such Information;

(c)           without limiting the foregoing, the doctrine of corporate opportunity shall not apply with respect to the Corporation, and (A) the Unlimited Parties shall have no obligation to refrain from (i) engaging in any business opportunity, transaction or other matter that involves any aspect of the regional supermarket business or otherwise developing, marketing or using any products or services that compete, directly or indirectly, with those of the Corporation (whether presently existing or arising in the future) (an “Other Business”), (ii) investing or owning any interest publicly or privately in, entering into any venture, agreement or arrangement with, or developing a business relationship or strategic relationship with, any entity engaged in any Other Business, (iii) doing business with any client or customer of the Corporation or (iv) employing or otherwise engaging a former officer or employee of the Corporation; (B) neither the Corporation nor any Unlimited Party shall have any right in or to, or to be offered any opportunity to participate or invest in, any Other Business engaged or to be engaged in by any Unlimited Party or any right in or to any income or profits therefrom; and (C) no Unlimited Party shall have any duty to communicate or offer to the Corporation any opportunity to participate or invest in, or any income or profits derived from, any Other Business engaged in by such Unlimited Party; and

(d)           the Corporation expressly authorizes and consents to the involvement of each Unlimited Party in any Other Business and expressly waives, to the fullest extent permitted by applicable law, any right to assert any claim that any such involvement breaches any duty owed to the Corporation or to any stockholder of the Corporation or to assert that such involvement constitutes a conflict of interest by such Unlimited Party with respect to the Corporation or any of its subsidiaries or any stockholder; and nothing contained herein shall limit, prohibit or restrict any designee serving on the Corporation’s Board of Directors from serving on the board of directors or other governing body or committee of any Other Companies.

Any person purchasing or otherwise acquiring any interest in shares of the capital stock of the Corporation shall be deemed to have consented to the provisions of this Article TENTH.

As used in this Article TENTH, the term “Affiliate” shall have the meaning set forth in Rule 12b-2 promulgated under the Securities Exchange Act of 1934, as amended.

5

IN WITNESS WHEREOF, the undersigned has signed this Amended and Restated Certificate of Incorporation 5th day of December, 2007.

/s/ Geoffrey Strong

Name: Geoffrey Strong

Title: Vice President and Secretary

EX-3.2

Exhibit 3.2

CERTIFICATE OF AMENDMENT

OF THE

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

OF

TOPS HOLDING CORPORATION

Under Section 242 of the Delaware General Corporation Law

Tops Holding Corporation, a corporation organized and existing under the General Corporation Law of the State of Delaware (the “Corporation”) hereby certifies that:

FIRST:The name of the corporation is TOPS HOLDING CORPORATION.

SECOND:The amended and restated certificate of incorporation of the Corporation was filed by the Secretary of State on December 5, 2007.

THIRD:The Corporation is currently authorized to issue 200,000 shares of common stock, $0.001 par value per share.  The subject matter of this amendment to the amended and restated certificate of incorporation of the Corporation is to effect an increase in the aggregate number of shares the Corporation has the authority to issue by adding 100,000 new shares of common stock.

FOURTH:To accomplish the foregoing amendment, Article Fourth of the amended and restated certificate of incorporation of the Corporation, relating to the number of shares of stock in the Corporation, is hereby amended to read in its entirety as follows:

“The aggregate number of shares of stock that the Corporation shall have authority to issue is three hundred thousand (300,000) shares of Common Stock, $0.001 par value per share.”

FIFTH:The foregoing amendment of the amended and restated certificate of incorporation of the Corporation was duly adopted in accordance with the provisions of Sections 228 and 242 of the General Corporation Law of the State of Delaware.

IN WITNESS WHEREOF, the Corporation has caused this Certificate to be signed by its duly authorized officer as of January 27, 2010.

TOPS HOLDING CORPORATION
	By:	/s/ Eric Kanter
	Name: Eric Kanter
	Title: Vice President

EX-3.3

Exhibit 3.3

HANK HOLDING CORPORATION

Incorporated under the laws
of the State of Delaware

BY-LAWS

As adopted on October 5, 2007

BY-LAWS OF

HANK HOLDING CORPORATION

ARTICLE I.

OFFICES; BOOKS

1.1.Registered Office.

The registered office of Hank Holding Corporation (the “Corporation”) in the State of Delaware shall be at 2711 Centerville Road, Suite 400, in the city of Wilmington, 19808, and the registered agent in charge thereof shall be Corporation Service Company.

1.2.Other Offices.

The Corporation may also have an office or offices at any other place or places within or outside the State of Delaware.

1.3.Books.

The books of the Corporation may be kept within or without of the State of Delaware as the Board of Directors (the “Board”) may from time to time determine or the business of the Corporation may require.

ARTICLE II.

MEETING OF STOCKHOLDERS; STOCKHOLDERS’ CONSENT IN LIEU OF MEETING

2.1.Annual Meetings.

The annual meeting of the stockholders for the election of directors and for the transaction of such other business as may properly come before the meeting, shall be held at such place, date and hour as shall be fixed by the Board and designated in the notice or waiver of notice thereof, except that no annual meeting need be held if all actions, including the election of directors, required by the General Corporation Law of the State of Delaware (the “DGCL”) to be taken at a stockholders’ annual meeting are taken by written consent in lieu of meeting pursuant to Section 2.10 of this Article II.

2.2.Special Meetings.

A special meeting of the stockholders for any purpose or purposes may be called by the Board, the Chairman (if any), the President or at least a majority in voting interest of the stockholders, to be held at such place, date and hour as shall be designated in the notice or waiver of notice thereof.

1

2.3.Notice of Meetings.

Except as otherwise required by statute, the Certificate of Incorporation of the Corporation, as amended from time to time (the “Certificate”), or these By-laws, notice of each annual or special meeting of the stockholders shall be given to each stockholder of record entitled to vote at such meeting not less than 10 nor more than 60 days before the day on which the meeting is to be held, by delivering written notice thereof to him personally, or by mailing a copy of such notice, postage prepaid, directly to him at his address as it appears in the records of the Corporation, or by transmitting such notice thereof to him at such address by telegraph, cable or other telephonic transmission.  Every such notice shall state the place, the date and hour of the meeting, and, in case of a special meeting, the purpose or purposes for which the meeting is called.  Notice of any meeting of stockholders shall not be required to be given to any stockholder who shall attend such meeting in person or by proxy, or who shall, in person or by attorney thereunto authorized, waive such notice in writing, either before or after such meeting.  Except as otherwise provided in these By-laws, neither the business to be transacted at, nor the purpose of, any meeting of the stockholders need be specified in any such notice or waiver of notice.  Notice of any adjourned meeting of stockholders shall not be required to be given, except when expressly required by law.

2.4.Quorum.

At each meeting of the stockholders, except where otherwise provided by the Certificate or these By-laws, the holders of a majority in voting interest of stockholders of the Corporation entitled to vote at such meeting, present in person or represented by proxy, shall constitute a quorum for the transaction of business.  In the absence of a quorum, a majority in voting interest of the stockholders present in person or represented by proxy and entitled to vote, or, in the absence of all the stockholders entitled to vote, any officer entitled to preside at, or act as secretary of, such meeting, shall have the power to adjourn the meeting from time to time, until stockholders holding the requisite amount of stock to constitute a quorum shall be present or represented.  At any such adjourned meeting at which a quorum shall be present, any business may be transacted which might have been transacted at the meeting as originally called.

2.5.Organization.

Unless otherwise determined by the Board, at each meeting of the stockholders, one of the following shall act as chairman of the meeting and preside thereat, in the following order of precedence:

(a)the Chairman, if any;

(b)the President;

(c)the Vice President;

(d)any director, officer or stockholder of the Corporation designated by the Board to act as chairman of such meeting and to preside thereat if the Chairman (if any), the President or Vice Presidents shall be absent from such meeting; or

2

(e)a stockholder of record who shall be chosen chairman of such meeting by a majority in voting interest of the stockholders present in person or by proxy and entitled to vote thereat.

The Secretary or, if he shall be presiding over such meeting in accordance with the provisions of this Section 2.5 or if he shall be absent from such meeting, the person (who shall be an Assistant Secretary, if an Assistant Secretary has been appointed and is present) whom the chairman of such meeting shall appoint, shall act as secretary of such meeting and keep the minutes thereof.  In addition to such other powers as are conferred upon the person acting as chairman of the meeting in these By-laws or by the Board, such person shall have the authority to adjourn the meeting at any time.

2.6.Order of Business.

The order of business at each meeting of the stockholders shall be determined by the chairman of such meeting, but such order of business may be changed by a majority in voting interest of those present in person or by proxy at such meeting and entitled to vote thereat.

2.7.Voting.

Except as otherwise provided by law, the Certificate or these By-laws, at each meeting of the stockholders, every stockholder of the Corporation shall be entitled to one vote in person or by proxy far each share of Common Stock or other voting securities of the Corporation held by him and registered in his name on the books of the Corporation on the date fixed pursuant to Section 6.7 of Article VI as the record date for the determination of stockholders entitled to vote at such meeting.  Persons holding stock in a fiduciary capacity shall be entitled to vote the shares so held.  A person whose stock is pledged shall he entitled to vote, unless, in the transfer by the pledger on the books of the Corporation, he has expressly empowered the pledgee to vote thereon, in which case only the pledgee or his proxy may represent such stock and vote thereon.  If shares or other securities having voting power stand in the record name of two or more persons, whether fiduciaries, members of a partnership, joint tenants, tenants in common, tenants by the entirety or otherwise, or if two or more persons have the same fiduciary relationship respecting the same shares, unless the Secretary shall be given written notice to the contrary and furnished with a copy of the instrument or order appointing them or creating the relationship wherein it is so provided, their acts with respect to voting shall have the following effect:

(a)if only one votes, his act binds all;

(b)if more than one votes, the act of the majority so voting binds all; and

(c)if more than one votes, but the vote is evenly split on any particular matter, such shares shall be voted in the manner provided by law.

If the instrument so filed shows that any such tenancy is held in unequal interests, a majority or even-split for the purposes of this Section 2.7 shall be a majority or even-split in interest.  The Corporation shall not vote directly or indirectly any share of its own capital stock.  Any vote of stock may be given by the stockholder entitled thereto in person or by his proxy

3

appointed by an instrument in writing, signed by such stockholder or by his attorney thereunto authorized, delivered to the secretary of the meeting; provided, however, that no proxy shall be voted after three years from its date, unless said proxy provides for a longer period.  At all meetings of the stockholders, all matters (other than the election of directors) shall be decided by the affirmative vote of a majority of shares present in person or represented by proxy at such meeting and entitled to vote thereon.  Directors shall be elected in accordance with Section 3.3 hereof.  Unless demanded by a stockholder present in person or by proxy at any meeting and entitled to vote thereon, the vote on any question need not be by ballot.  Upon a demand by any such stockholder for a vote by ballot upon any question, such vote by ballot shall be taken.  On a vote by ballot, each ballot shall be signed by the stockholder voting, or by his proxy, if there be such proxy, and shall state the number of shares voted.

2.8.Inspection.

The chairman of the meeting may at any time appoint one or more inspectors to serve at any meeting of the stockholders.  Any inspector may be removed, and a new inspector or inspectors appointed, by the Board at any time.  Such inspectors shall decide upon the qualifications of voters, accept and count votes, declare the results of such vote, and subscribe and deliver to the secretary of the meeting a certificate stating the number of shares of stock issued and outstanding and entitled to vote thereon and the number of shares voted for and against the question, respectively.  The inspectors need not be stockholders of the Corporation, and any director or officer of the Corporation may be an inspector on any question other than a vote for or against his election to any position with the Corporation or on any other matter in which he may be directly interested, Before acting as herein provided, each inspector shall subscribe an oath to faithfully execute the duties of an inspector with strict impartiality and according to the best of his ability.

2.9.List of Stockholders.

It shall be the duty of the Secretary or other officer of the Corporation who shall have charge of its stock ledger to prepare and make, at least ten (10) days before every meeting of the stockholders, a complete list of the stockholders entitled to vote thereat, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder.  Such list shall be open to the examination of any stockholder, for any purpose germane to any such meeting, during ordinary business hours, for a period of at least ten (10) days prior to such meeting, in the manner required by applicable law.  Such list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present.

2.10.Stockholders’ Consent in Lieu of Meeting.

Unless otherwise provided in the Certificate, action required by the DGCL to be taken at any annual or special meeting of the stockholders of the Corporation, or any action which may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice and without a vote, by a consent in writing, as permitted by the DGCL.

4

ARTICLE III.

BOARD OF DIRECTORS

3.1.General Powers.

Except as otherwise provided by the DGCL or the Certificate, the business, property and affairs of the Corporation shall be managed by or under the direction of the Board, which may exercise all such powers of the Corporation and do all such lawful acts and things as are not by law or by the Certificate directed or required to be exercised or done by the stockholders.

3.2.Number and Term of Office.

Except as otherwise required by the Certificate, the number of directors shall be fixed from time to time by the Board.  Directors need not be stockholders.  Each director shall hold office until his successor is elected and qualified, or until his earlier death or resignation or removal in the manner hereinafter provided.

3.3.Election of Directors.

Directors shall be elected by a plurality of the shares present in person or represented by proxy at a meeting of its shareholders and entitled to vote on the election of directors; provided, however, that for purposes of such vote no stockholder shall be allowed to cumulate his votes.  Unless an election by ballot shall be demanded as provided in Section 2.7 of Article II, election of directors may be conducted in any manner approved at such meeting.

3.4.Resignation, Removal and Vacancies.

Any director may resign at any time by giving written notice to the Board, the Chairman, the President or the Secretary.  Such resignation shall take effect at the time specified therein or, if the time be not specified, upon receipt thereof; unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

Any director or the entire Board may be removed, with or without cause, at any time by vote of the holders of a majority of the shares then entitled to vote at an election of directors or by written consent of the stockholders pursuant to Section 2.10 of Article II.

Vacancies occurring on the Board for any reason may be filled by vote of the stockholders or by the stockholders’ written consent pursuant to Section 2.10 of Article II or by vote of the Board or by the directors’ written consent pursuant to Section 3.6 of this Article III.  If the number of directors then in office is less than a quorum, such vacancies may be filled by a vote of a majority of the directors then in office.

3.5.Meetings.

(a)Annual Meetings.  As soon as practicable after each annual election of directors, the Board shall meet for the purpose of organization and the transaction of other

5

business, unless it shall have transacted all such business by written consent pursuant to Section 3.6 of this Article III.

(b)Other Meetings.  Other meetings of the Board shall be held at such times and places as the Board, the Chairman (if any), the President or any director shall from time to time determine.

(c)Notice of Meetings.  Notice shall be given to each director of each meeting, including the time, place and purpose of such meeting.  Notice of each such meeting shall be mailed to each director by overnight courier, addressed to him at his residence or usual place of business, at least two (2) days before the date on which such meeting is to be held, or shall be sent to him at such place by facsimile transmission or email or other form of recorded communication, or be delivered personally or by telephone not later than one (1) day before the day on which such meeting is to be held, but notice need not be given to any director who shall attend such meeting.  A written waiver of notice, signed by the person entitled thereto, whether before or after the time of the meeting stated therein, shall be deemed equivalent to notice.  Unless otherwise indicated in the notice thereof, any and all business may be transacted at a special meeting.

(d)Place of Meetings.  The Board may hold its meetings at such place or places within or outside the State of Delaware as the Board may from time to time determine, or as shall be designated in the respective notices or waivers of notice thereof.

(e)Quorum and Manner of Acting.  Except as provided in the Certificate, a majority of the total number of directors then in office shall be present in person at any meeting of the Board in order to constitute a quorum for the transaction of business at such meeting, and the vote of a majority of those directors present at any such meeting at which a quorum is present shall be necessary for the passage of any resolution or act of the Board, except as otherwise expressly required by law, the Certificate or these By-laws.  In the absence of a quorum for any such meeting, a majority of the directors present thereat may adjourn such meeting from time to time until a quorum shall be present.

(f)Organization.  At each meeting of the Board, one of the following shall act as chairman of the meeting and preside thereat, in the following order of precedence:

(i)the Chairman, if any;

(ii)the President (if a director);

(iii)a Vice President (if a director); or

(iv)any director designated by a majority of the directors present.

The Secretary or, in the case of his absence, an Assistant Secretary, if an Assistant Secretary has been appointed and is present, or any person whom the chairman of the meeting shall appoint shall act as secretary of such meeting and keep the minutes thereof.

6

3.6.Directors’ Consent in Lieu of Meeting.

Unless otherwise provided in the Certificate, any action required or permitted to be taken at any meeting of the Board may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by all the directors then in office.  Such consent shall be filed with the minutes of the proceedings of the Board.

3.7.Action by Means of Conference Telephone or Similar Communications Equipment.

Any one or more members of the Board may participate in a meeting of the Board by means of conference telephone or similar communications equipment by which all persons participating in the meeting can hear each other, and participation in a meeting by such means shall constitute presence in person at such meeting.

3.8.Committees.

The Board may, by resolution or resolutions passed by a majority of the whole Board, designate one or more committees, such committee or committees to have such name or names as may be determined from time to time by resolution adopted by the Board, and each such committee to consist of one or more directors of the Corporation, which to the extent provided in said resolution or resolutions shall have and may exercise the powers of the Board in the management of the business and affairs of the Corporation and may authorize the seal of the Corporation to be affixed to all papers which may require it.  A majority of all the members of any such committee may determine its action and fix the time and place of its meetings, unless the Board shall otherwise provide.  The Board shall have power to change the members of any such committee at any time, to fill vacancies and to discharge any such committee, either with or without cause, at any time.

3.9.Interested Directors.

No contract or transaction between the Corporation and one or more of its directors or officers, or between the Corporation and any other corporation, partnership, association, or other organization in which one or more of its directors or officers are directors or officers, or have a financial interest, will be void or voidable solely for this reason, or solely because the director or officer is present at or participates in the meeting of the Board or committee thereof which authorizes the contract or transaction, or solely because his or their votes are counted for such purpose if (i) the material facts as to his or their relationship or interest and as to the contract or transaction are disclosed or are known to the Board or the committee, and the Board or committee in good faith authorizes the contract or transaction by the affirmative votes of a majority of the disinterested directors, even though the disinterested directors be less than a quorum; or (ii) the material facts as to his or their relationship or interest as to the contract or transaction are disclosed or are known to the stockholders entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of the stockholders; or (iii) the contract or transaction is fair as to the Corporation as of the time it is authorized, approved or ratified, by the Board, a committee thereof or the stockholders. 

7

Interested directors may be counted in determining the presence of a quorum at a meeting of the Board or of a committee which authorizes the contract or transaction.

ARTICLE IV.

OFFICERS

4.1.Number, Titles and Term of Office.

The officers of the Corporation shall be a President, one or more Vice Presidents (any one or more of whom may be designated Executive Vice President or Senior Vice President), a Secretary and, if the Board so elects, a Chairman, a Treasurer and such other officers as the Board may from time to time elect or appoint.  Each officer shall hold office until his successor shall be duly elected and shall qualify or until his death or until he shall resign or shall have been removed in the manner hereinafter provided.  Any number of offices may be held by the same person, unless the Certificate provides otherwise.  Except for Chairman, if any, no officer need be a director.

4.2.Authority and Duties.

All officers, as between themselves and the Corporation, shall have such authority and perform such duties in the management of the Corporation as may be provided in these By-laws or, to the extent so provided, by the Board.

4.3.Vacancies.

Any vacancy occurring in any office of the Corporation may be filled by the Board.

4.4.The Chairman.

If elected, the Chairman shall preside at all meetings of the stockholders and of the Board; and he shall have such other powers and duties as designated in these By-laws and as from time to time may be assigned to him by the Board.

4.5.The President.

Unless the Board otherwise determines, the President shall have the authority to agree upon and execute all leases, contracts, evidences of indebtedness and other obligations in the name of the Corporation; and, unless the Board otherwise determines, he shall, in the absence of the Chairman or if there be no Chairman, preside at all meetings of the stockholders and (should he be a director) of the Board; and he shall have such other powers and duties as designated in accordance with these By-laws as from time to time may be assigned to him by the Board.

8

4.6.Vice Presidents.

In the absence of the President, or in the event of his inability or refusal to act, a Vice President designated by the Board shall perform the duties of the President, and when so acting shall have all the powers of and be subject to all the restrictions upon the President.  In the absence of a designation by the Board of a Vice President to perform the duties of the President, or in the event of his absence or inability or refusal to act, the Vice President who is present and who is senior in terms of time as a Vice President of the Corporation shall so act.  The Vice Presidents shall perform such other duties and have such other powers as the Board may from time to time prescribe.

4.7.The Secretary.

The Secretary shall keep the minutes of all meetings of the Board, committees of directors and the stockholders, in books provided for that purpose; he shall attend to the giving and serving of all notices; he may in the name of the Corporation affix the seal of the Corporation to all contracts of the Corporation, and attest the affixation of the seal of the Corporation thereto; he may sign with the other appointed officers all, certificates for shares of capital stock of the Corporation; he shall have charge of the certificate books, transfer books and stock ledgers, and such other books and papers as the Board may direct, all of which shall at all reasonable times be open to inspection of any director upon application at the office of the Corporation during business hours; he shall have such other powers and duties as designated in these By-laws and as from time to time may be assigned to him by the Board; and he shall in general perform all acts incident to the office of Secretary, subject to the control of the President and the Board.

4.8.Assistant Secretaries.

Each Assistant Secretary shall have the usual powers and duties pertaining to his office, together with such other powers and duties as designated in these By-laws or as from time to time may be assigned to him by the President or the Board.  The Assistant Secretaries shall exercise the powers of the Secretary during that officer’s absence or inability or refusal to act.

4.9.The Treasurer.

The Treasurer shall have responsibility for the custody and control of all the funds and securities of the Corporation, and he shall have such other powers and duties as designated in these By-laws and as from time to time may be assigned to him by the Board.  He shall perform all acts incident to the position of Treasurer, subject to the control of the President and the Board; and he shall, if required by the Board, give such bond for the faithful discharge of his duties in such form as the Board may require.

4.10.Assistant Treasurers.

Each Assistant Treasurer shall have the usual powers and duties pertaining to his office, together with such other powers and duties as designated in these By-laws or as from time to time may be assigned to him by the Board.  The Assistant Treasurers shall exercise the power of the Treasurer during that officer’s absence or inability or refusal to act.

9

ARTICLE V.

CONTRACTS, CHECKS, DRAFTS, BANK ACCOUNTS, ETC.

5.1.Execution of Documents.

The Board shall designate, by either specific or general resolution, the officers, employees and agents of the Corporation who shall have the power to execute and deliver deeds, contracts, mortgages, bonds, debentures, checks, drafts and other orders for the payment of money and other documents for and in the name of the Corporation, and may authorize such officers, employees and agents to delegate such power (including authority to redelegate) by written instrument to other officers, employees or agents of the Corporation.  Unless so designated or expressly authorized by these By-laws, no officer, employee or agent shall have any power or authority to bind the Corporation by any contract or engagement, to pledge its credit or to render it liable pecuniarily for any purpose or amount.

5.2.Deposits.

All funds of the Corporation not otherwise employed shall be deposited from time to time to the credit of the Corporation or otherwise as the Board or Treasurer, or any other officer of the Corporation to whom power in this respect shall have been given by the Board, shall select.

5.3.Proxies with Respect to Stock or Other Securities of Other Corporations.

The Board shall designate the officers of the Corporation who shall have authority from time to time to exercise, or to appoint an agent or agents of the Corporation to exercise in the name and on behalf of the Corporation, the powers and rights which the Corporation may have as the holder of stock or other securities in any other corporation, and to vote or consent with respect to such stock or securities.  In the absence of any express designation by the Board, the President shall have such authority, unless otherwise determined by the Board.  Such designated officers may instruct the person or persons so appointed as to the manner of exercising such powers and rights, and such designated officers may execute or cause to be executed in the name and on behalf of the Corporation and under its corporate seal or otherwise, such written proxies, powers of attorney or other instruments as they may deem necessary or proper in order that the Corporation may exercise its powers and rights.

ARTICLE VI.

SHARES AND THEIR TRANSFER; FIXING RECORD DATE

6.1.Certificates for Shares.

Every owner of stock of the Corporation shall be entitled to have a certificate certifying the number and class of shares owned by him in the Corporation, which shall be in such form as shall be prescribed by the Board.  Certificates shall be numbered and issued in consecutive order and shall be signed by, or in the name of, the Corporation by the Chairman (if

10

any), the President or any Vice President, and by the Treasurer (or an Assistant Treasurer, if appointed) or the Secretary (or an Assistant Secretary, if appointed).  In case any officer or officers who shall have signed any such certificate or certificates shall cease to be such officer or officers of the Corporation, whether because of death, resignation or otherwise, before such certificate or certificates shall have been delivered by the Corporation, such certificate or certificates may nevertheless be adopted by the Corporation and be issued and delivered as though the person or persons who signed such certificate had not ceased to be such officer or officers of the Corporation.

6.2.Record.

A record in one or more counterparts shall be kept of the name of the person, firm or corporation owning the shares represented by each certificate for stock of the Corporation issued, the number of shares represented by each such certificate, the date thereof and, in the case of cancellation, the date of cancellation.  Except as otherwise expressly required by law, the person in whose name shares of stock stand on the stock record of the Corporation shall be deemed the owner thereof for all purposes regarding the Corporation.

6.3.Transfer and Registration of Stock.

The transfer of stock and certificates which represent the stock of the Corporation shall be governed by Article 8 of Subtitle 1 of Title 6 of the Delaware Code (the Uniform Commercial Code), as amended from time to time.

Registration of transfers of shares of the Corporation shall be made only on the books of the Corporation upon request of the registered holder thereof, or of his attorney thereunto authorized by power of attorney duly executed and filed with the Secretary of the Corporation, and upon the surrender of the certificate or certificates for such shares properly endorsed or accompanied by a stock power duly executed.

6.4.Addresses of Stockholders.

Each stockholder shall designate to the Secretary an address at which notices of meetings and all other corporate notices may be served or mailed to him, and, if any stockholder shall fail to designate such address, corporate notices may be served upon him by mail directed to him at his post-office address, if any, as the same appears on the share record books of the Corporation or at his last known post-office address.

6.5.Lost, Destroyed and Mutilated Certificates.

The holder of any shares of the Corporation shall immediately notify the Corporation of any loss, destruction or mutilation of the certificate therefor, and the Board may, in its discretion, cause to be issued to him a new certificate or certificates for such shares, upon the surrender of the mutilated certificates or, in the case of loss or destruction of the certificate, upon satisfactory proof of such loss or destruction, and the Board may, in its discretion, require the owner of the lost or destroyed certificate or his legal representative to give the Corporation a bond in such sum and with such surety or sureties as it may direct to indemnify the Corporation

11

against any claim that may be made against it on account of the alleged loss or destruction of any such certificate.

6.6.Regulations.

The Board may make such rules and regulations as it may deem expedient, not inconsistent with these By-laws, concerning the issue, transfer and registration of certificates for stock of the Corporation.

6.7.Fixing Date for Determination of Stockholders of Record.

(a)In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, the Board may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board, and which record date shall be not more than sixty (60) nor less than ten (10) days before the date of such meeting.  If no record date is fixed by the Board, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day immediately preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held.  A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board may fix a new record date for the adjourned meeting.

(b)In order that the Corporation may determine the stockholders entitled to consent to corporate action in writing without a meeting, the Board may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board, and which date shall be not more than ten (10) days after the date upon which the resolution fixing the record date is adopted by the Board.  If no record date has been fixed by the Board, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting, when no prior action by the Board is required by the DGCL, shall be the first date on which a signed counterpart to the written consent setting forth the action taken or proposed to be taken is delivered to the Corporation by delivery to its registered office in the State of Delaware, its principal place of business or an officer or agent of the Corporation having custody of the book in which proceedings of meetings of stockholders are recorded.  Delivery made to the Corporation’s registered office shall be by hand or by certified or registered mail, return receipt requested.  If no record date has been fixed by the Board and prior action by the Board is required by the DGCL, the record data for determining stockholders entitled to consent to corporate action in writing without a meeting shall be at the close of business on the day on which the Board adopts the resolution taking such prior action.

(c)In order that the Corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights or the stockholders entitled to exercise any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action, the Board may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not more than sixty (60) days prior to such action.  If no record

12

date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the Board adopts the resolution relating thereto.

ARTICLE VII.

SEAL

The Board may provide a corporate seal, which shall be in the form approved by the Board.

ARTICLE VIII.

FISCAL YEAR

The fiscal year of the Corporation shall be the calendar year unless otherwise determined by the Board.

ARTICLE IX.

INDEMNIFICATION AND INSURANCE

9.1.Indemnification.

(a)To the fullest extent permitted by the DGCL as the same exists or may hereafter be amended, a director of the Corporation shall not be liable to the Corporation or its stockholders for breach of fiduciary duty as a director.

(b)Without limitation of any right conferred by paragraph (a) of this Section 9.1, each person who was or is made a party or is threatened to be made a party to or is otherwise involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “proceeding”), by reason of the fact that he is or was a director or officer of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan (hereinafter an “indemnitee”), whether the basis of such proceeding is alleged action in an official capacity while serving as a director, officer, employee or agent or in any other capacity while serving as a director, officer, employee or agent, shall be indemnified and held harmless by the Corporation to the fullest extent authorized by the DGCL, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than permitted prior thereto), against all expense, liability and loss (including attorneys’ fees, judgments, fines, excise taxes or amounts paid in settlement) reasonably incurred or suffered by such indemnitee in connection therewith and such indemnification shall continue as to an indemnitee who has ceased to be a director or officer and shall inure to the benefit of the indemnitee’s heirs, testators, intestates, executors and administrators; provided, however, except as provided in Section 9.1(c) of this Article IX with respect to proceedings to enforce rights to indemnification, the Corporation shall indemnify any such indemnitee in connection with a proceeding (or part thereof) initiated by

13

such indemnitee only if such proceeding (or part thereof) initiated by such indemnitee was authorized by the Board.  The right to indemnification conferred in this Article IX shall be a contract right and shall include the right to he paid by the Corporation the expenses incurred in defending any such proceeding in advance of its final disposition (hereinafter an “advancement of expenses”); provided, however, that, if the DGCL requires, an advancement of expenses incurred by an indemnitee in his capacity as a director or officer shall be made only upon delivery to the Corporation of an undertaking (hereinafter an “undertaking”), by or on behalf of such indemnitee, to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal (hereinafter a “final adjudication”) that such indemnitee is not entitled to be indemnified for such expenses under this Section or otherwise.

(c)If a claim under Section 9.1(b) of this Article IX is not paid in full by the Corporation with sixty (60) days after a written claim has been received by the Corporation, except in the case of a claim for an advancement of expenses, in which case the applicable period shall be twenty (20) days, the indemnitee may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim.  If successful in whole or in part in any such suit, or in a suit brought by the Corporation to recover an advancement of expenses pursuant to the terms of any undertaking, the indemnitee shall be entitled to be paid also the expense of prosecuting or defending such suit.  In (i) any suit brought by the indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by the indemnitee to enforce a right to an advancement of expenses) it shall be a defense that, and (ii) in any suit by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking the Corporation shall be entitled to recover such expenses upon a final adjudication that, the indemnitee has not met the applicable standard of conduct set forth in the DGCL.  Neither the failure of the Corporation (including the Board, independent legal counsel, or the stockholders) to have made a determination prior to the commencement of such suit that indemnification of the indemnitee is proper in the circumstances because the indemnitee has met the applicable standard of conduct set forth in the DGCL, nor an actual determination by the Corporation (including the Board, independent legal counsel or the stockholders) that the indemnitee has not met such applicable standard of conduct, shall create a presumption that the indemnitee has not met the applicable standard of conduct or, in the case of such a suit brought by the indemnitee, be a defense to such suit.  In any suit brought by the indemnitee to enforce a right to indemnification or to an advancement of expenses hereunder, or by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the burden of proving that the indemnitee is not entitled to be indemnified, or to such advancement of expenses, under this Section or otherwise shall be on the Corporation.

(d)The rights to indemnification and to the advancement of expenses conferred in this Article IX shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, the Certificate, agreement, vote of stockholders or disinterested directors or otherwise.

9.2.Insurance.

The Corporation may purchase and maintain insurance, at its expense, to protect itself and any person who is or was a director, officer, employee or agent of the Corporation or

14

any person who is or was serving at the request of the Corporation as a director, officer, employer or agent of another corporation, partnership, joint venture, trust or other enterprise against any expense, liability or loss, whether or not the Corporation would have the power to indemnify such person against such expense, liability or loss under the DGCL.

ARTICLE X.

AMENDMENT

Any by-law (including these By-laws) maybe adopted, amended or repealed by the affirmative vote of shares present in person or represented in proxy at a meeting of the stockholders and entitled to vote or by the stockholders’ written consent pursuant to Section 2.10 of Article II, or by the vote of the Board or by the directors’ written consent pursuant to Section 3.6 of Article III.

* * * * * *

15

EX-3.4

Exhibit 3.4

ARTICLES OF ORGANIZATION

OF

TOPS MARKETS, LLC

Under Section 203 of the
Limited Liability Company Law

FIRST:The name of the limited liability company is Tops Markets, LLC.

SECOND:The county within this state in which the principal office of the limited liability company is to be located is Erie.

THIRD:The Secretary of State is designated as agent of the limited liability company upon which process against it may be served.  The post office address within this state to which the Secretary of State shall mail a copy of any process against the limited liability company served upon him or her is 6363 Main Street, Williamsville, New York 14221.

IN WITNESS WHEREOF, this certificate has been subscribed this 14th day of September, 2000, by the undersigned who affirms that the statements made herein are true under the penalties of perjury.

/s/ Kim M. Revillo

Name: Kim M. Revillo

Title: Organizer

EX-3.5

Exhibit 3.5

AMENDED AND RESTATED OPERATING AGREEMENT

OF

TOPS MARKETS, LLC

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”).

The Company was formed as a limited liability company under the New York Limited Liability Company Law (the “Act”) by the filing of Articles of Organization with the Department of State of the Slate of New York on September 15, 2000.

The Member wishes to amend and restate, in its entirety, the current Operating Agreement of the Company entered into as of the 3rd day of November, 2000 (the “Existing Operating Agreement”).  This Agreement restates, amends and supersedes the Existing Operating Agreement in its entirety and sets forth the terms and conditions under which the Company is to be operated, as follows:

1.Name.  The name of the limited liability company is Tops Markets, LLC.

2.Purpose.  The Company is formed for the object and purpose of, and the nature of the business to be conducted and promoted by the Company is, engaging in any lawful act or activity for which limited liability companies may be formed under the Act, as amended from time to time, and engaging in any and all activities necessary or incidental to the foregoing.

3.Principal Place of Business.  The principal place of business of the Company in the State of New York is 1585 Broadway, New York, New York 10036.  The Company may change such place of business or establish any other place of business, as the Member may deem advisable.

4.Registered Agent.  The New York Secretary of State is hereby designated as the registered agent of the Company for service of process on the Company in the State of New York.  The Secretary of State shall mail a copy of any process against the Company served upon him or her to 1585 Broadway, New York, New York 10036.  The Company may change such address, from time to time, as the Member may deem advisable.

5.Member.  The name and business address of the Member is as follows:

Name	Address
Hank Holding Corporation	1585 Broadway
	New York, New York 10036

The Member is the sole member of the Company.

6.Management.

6.1.Management by Directors.  The management of the Company’s business shall be vested in a Board of Directors designated by and subject to the ultimate direction of the Member.

6.2.Powers of Directors; Tax Matters Member.

(a)Subject to the terms of this Agreement, the property, business and affairs of the Company will be managed, and the conduct of its business will he controlled by, the Board of Directors.  Except as otherwise provided hereunder, the Board of Directors shall have all of the rights, powers and obligations of a class of managers as provided in the Act and as otherwise provided by law.  Without limiting the generality of the foregoing, the Board of Directors shall have the following powers and the Board of Directors is authorized on behalf of the Company to do or cause to be done the following:

(i)to supervise the property, business and affairs of the Company and hire, on behalf of the Company, such professionals or other experts as may be necessary or desirable in connection therewith;

(ii)to make any and all filings on behalf of the Company and its Member as they shall deem necessary, including, without limitation, filings of articles or certificates with the Secretary of State of the State of New York and the filing of such documents, forms and requests for exemption as may be required pursuant to federal and state securities law;

(iii)to make such filings with governmental and other authorities and to take any and all other actions as may be necessary to maintain the limited liability of the member(s) of the Company;

(iv)to establish and maintain book accounts, including savings accounts and demand deposit accounts, and cash management accounts; and

(v)to do generally all things in connection with any of the foregoing, generally manage, oversee and administer the property, business and affairs of the Company and execute all documents on behalf of the Company in connection therewith, and sign or accept all checks, notes and drafts on the Company’s behalf and, except as expressly restricted herein, pay as Company expenses all costs or expenses connected with the operation or management of the Company.

(b)The Member shall be the tax matters member of the Company.

6.3.Directors as Agents.

(a)The members of the Board of Directors shall be agents of the Company for the purpose of its business, and the acts of the Board of Directors, including that the execution in the name of the Company of any instrument, for apparently carrying on in the usual way the business of the Company, shall bind the Company, unless (i) the Director acting has in

2

fact no authority to act for the Company in the particular matter and (ii) the person with whom any Director is dealing has knowledge of the fact that such Director has no such authority. An act of the Board of Directors that is not apparently for the carrying on of the business of the Company in the usual way shall not bind the Company unless authorized in fact by the Company in the particular matter.  No act of a Director or other agent of the Company in contravention of a restriction on authority shall bind the Company to persons having knowledge of such restriction.

(b)The Member, solely by reason of being a member, shall not be an agent of the Company for the purpose of its business except to the extent that authority has been expressly delegated to the Member in writing by the Directors or by the provisions in this Agreement.

6.4.Duties of Directors.

(a)Each Director shall perform his or her duties in good faith and with that degree of care that an ordinarily prudent person in a like position would use under similar circumstances.  In performing his or her duties, each Director shall be entitled to rely on information, opinions, reports or statements, including financial statements and other financial data, in each case prepared or presented by:  (i) one or more agents or employees of the Company, or (ii) counsel, accountants or other persons as to matters that such Director believes to he within such person’s professional or expert competence, provided such Director has no knowledge concerning the matter in question that would cause such reliance to be unwarranted.  A person who so performs his or her duties in accordance with this section shall have no liability by reason of being or having been a Director of the Company.

(b)This Section 6.4 will not eliminate or limit (i) the liability of a Director if a judgment or other final adjudication adverse to him or her establishes that his or her acts or omissions were in bad faith or involved intentional misconduct or a knowing violation of law or that he or she personally gained in fact a financial profit or advantage to which he or she was not legally entitled or that with respect to a distribution the subject of Section 508(a) of the Act his or her acts were not performed in accordance with Section 3.4 of this Article, or (ii) the liability of a Director for any act oromission prior to the adoption of a provision authorized by Section 417 of the Act.

6.5.Terms of Directors.  Each Director shall hold office and have the terms and responsibilities accorded to him or her by the terms hereof until resignation or removal by the Members.

6.6.Election of Directors.  The Member shall elect or designate any Directors of the Company.  Any Director of the Company may be removed or replaced with or without cause by the Member at any time.

6.7.Action by Directors.  The Board of Directors shall manage the Company by the affirmative vote of a majority of the Board of Directors, Any action required or permitted to be taken by the Board of Directors may be taken without a vote if all of the Directors consent thereto in writing and such writing is filed with the records of the Company.  The members of the Board of Directors may participate in a meeting by means of conference telephone or similar

3

communications equipment by means of which all members participating in the meeting hear each other.  Such participation shall constitute presence in person at such meeting.

6.8.Resignation of Directors.  A Director may resign at any time by giving written notice to the Company.  However, if such resignation violates any provision of any contractual agreement between such Director and the Company, the Company may recover from such Director damages for such breach as provided or by contract or law.  The election of a Director shall not of itself create contract rights in favor of any such party.

6.9.Vacancies.  Vacancies occurring among the Directors shall be filled by the vote or designation of the Member.

6.10.Fees.  The Company may, but shall not be obligated to, pay the Directors, or any accountants, agent, attorney, consultant or advisors to the Company, fees in compensation for services rendered to the Company.  The obligations of the Directors to be performed under this Agreement will not be affected by a failure of the Company to pay fees under this Section 6.10.

6.11.Reimbursement.  The Company shall reimburse the Directors for all ordinary and necessary out-of-pocket expenses incurred by them on behalf of the Company in accordance with such policies as the Company may adopt from time to time.  The obligations of the Directors to be performed under this Agreement will not be affected by any failure of the Company to reimburse expenses under this Section 6.11.

6.12.Interested Directors.

(a)No contract or other transaction between the Company and one or more of the Directors or between the Company and any other limited liability company or other business entity in which one or more of the Directors are managers, directors or officers, or have a substantial financial interest, shall be either void or voidable for this reason alone or by reason alone that such Director or Directors were present at the meeting of the Board of Directors which approved such contract or transaction, or that his, her or their votes were counted for such purposes, (i) if the material facts as to such Director’s interest in such contract or transaction and as to any such common directorship, officership or financial interest are disclosed in good faith or known to the other Directors, and the Board of Directors approve such contract or transaction by a vote sufficient for such purpose without counting the vote of such interested Director or, if the votes of the disinterested Board of Directors are insufficient to constitute an act of the Directors pursuant to the terms hereof and Section 408 of the Act, by unanimous vote of the disinterested Directors; or (ii) if the material facts as to such Director’s interest in such contract or transaction and as to any such common directorship, officership or financial interest are disclosed in good faith or known to the Members entitled to vote thereon, and such contract or transaction is approved by the vote of such Members.

(b)Common or interested Directors may be counted in determining the presences of a quorum at meeting of the Board of Directors that approves any such contract or transaction.

4

6.13.Officers.

(a)The Board of Directors may appoint officers from time to time, including a Chief Executive Officer, President, Secretary, Treasurer and may appoint one or more Vice Presidents (which may include one or more Executive Vice Presidents or Senior Vice Presidents), Assistant Secretaries, Assistant Treasurers, Controller or Assistant Controller and such other directors and agents as it shall deem necessary, and may define their powers and duties.  Any number of offices may be held by the same person.

(b)Each Officer shall hold office until his or her successors are chosen and qualify.

(c)Any Officer may be removed, either with or without cause, at any time, by the Board of Directors.

(d)Any Officer may resign at any time by giving written notice to the Board of Directors or the Secretary.  Such resignation shall take effect at the time specified therein, and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

(e)If the office of any Officer becomes vacant by reason of death, resignation, retirement, disqualification, removal from office or otherwise, the Board of Directors may choose a successor, who shall hold office for the unexpired term in respect of which such vacancy occurred.

(f)The Chief Executive Officer or President of the Company shall exercise the powers and perform the duties usual to the chief executive officer and, subject to the control of the Director(s), shall have general management and control of the affairs and business of the Company; shall appoint and discharge employees and agents of the Company (other than Directors appointed by the Member) and fix their compensation; and he/she shall see that all orders and resolutions of the Member are carried into effect shall have the power to execute bonds, mortgages and other contracts, agreements and instruments of the Company; and shall do and perform such other duties as from time to time may be fixed by the Member.

(g)The Vice President or Vice Presidents shall do and perform such other duties as the Board of Directors or President shall direct and, subject to the control of the Directors, shall, in the absence or disability of the President, exercise all of the powers and duties of the President to the extent specified by the Directors.  Any Vice President shall have the power to execute bonds, notes, mortgages, and other contracts, agreements and instruments of the Company.

(h)The Secretary shall perform such duties as may be prescribed by the Directors from time to time.  The Secretary shall have and be the custodian of the books, records, and papers of the Company (other than financial) and shall see that all books, reports, statements, certificates and other documents and records required by law are properly kept and filed.

(i)The Treasurer shall have the custody of the Company funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the

5

Company and shall deposit all moneys, and other valuable effects in the name and to the credit of the Company, in such deposit as may be designated by the Board of Directors or Member.  He or she shall disburse the funds of the Company as may be ordered by the Member or the Board of Directors, taking proper vouchers for such disbursements, and shall render to the Member or Board of Directors whenever they may require it, an account of all his transactions as Treasurer and of the financial condition of the Company.

(j)The Officers of the Company shall be agents of the Company for the purpose of its business including, as appropriate, the execution in the name of the Company of any instrument for apparently carrying on the business of the Company in the ordinary course or for what they may be authorized by the Directors.

7.Indemnification.  To the fullest extent permitted by law, the Company shall indemnify and hold harmless each Director and Officer from and against any and all losses, claims, damages, liabilities or expenses of whatever nature, as incurred, arising out of or relating to the fact that such party was or is a Director and Officer of the Company. Notwithstanding the foregoing, no indemnification may be made to or on behalf of a Director or Officer if a judgment or other final adjudication adverse to such Director establishes (a) that his or her acts were committed in bad faith or were the result of active and deliberate dishonesty and were material to the cause of action so adjudicated, or (b) that he or she personally gained in fact a financial profit or other advantage to which he or she was not legally entitled.

8.Reliance by Third Parties.  Any person or entity dealing with the Company or the Member may rely upon a certificate signed by a Director or Officer as to:

(a)the identity of a Director or Officer;

(b)the existence or non-existence of any fact or facts which constitute a condition precedent to acts by a Director or Officer or are in any other manner germane to the affairs of the Company;

(c)the persons who or entities which are authorized to execute and deliver any instrument or document of or on behalf of the Company; or

(d)any act or failure to act by the Company or as to any other matter whatsoever involving the Company or a Director or Officer.

6

9.Dissolution.  The Company shall dissolve, and its affairs shall be wound up upon the first to occur of the following:  (a) the written consent of the Member, (b) the bankruptcy, death, dissolution, expulsion, incapacity or withdrawal of the Member or the occurrence of any other event which terminates the continued membership of the Member in the Company, or (c) the entry of a decree of judicial dissolution under the Act.

10.Winding Up.  Upon the dissolution and winding up of the Company, the assets shall be distributed as provided for in Section 704 of the Act and upon completion of the distribution of Company assets, the Company shall be terminated and the person acting as liquidator shall cause the cancellation of the Articles of Organization and shall take such other actions as may he necessary or appropriate to terminate the Company.

11.Allocation of Profits and Losses.  The Company’s profits and losses shall be allocated to the Member.

12.Distributions.  Distributions shall be made to the Member at the times and in the aggregate amounts determined by the Member.

13.Assignments.  The Member may assign in whole or in part its limited liability company interest.

14.Resignation.  The Member may resign from the Company.

15.Admission of Additional Members.  One or more additional members of the Company may be admitted to the Company with the consent of the Member.  Prior to the admission of any such additional member(s) of the Company, the Member shall amend this Agreement to make such changes as the Member shall determine to reflect the fact that the Company shall have more than one member.

16.Liability of Member.  The Member shall not have any liability for the obligations or liabilities of the Company except to the extent provided in the Act.

17.Governing Law.  This Agreement shall be governed by, and construed under, the laws of the State of New York, without regard to the rules of conflict of laws thereof.

IN WITNESS WHEREOF, the undersigned has duly executed this Operating Agreement as of the day and year first aforesaid.

HANK HOLDING CORPORATION
By:	/s/ Geoffrey Strong
	Name: Geoffrey Strong
	Title: Vice President and Secretary

7

EX-3.6

Exhibit 3.6

ARTICLES OF ORGANIZATION

OF

TOPS PT, LLC

Under Section 203 of the

Limited Liability Company Law

FIRST:                   The name of the limited liability company is Tops PT, LLC.

SECOND:              The county within this state in which the principal office of the limited liability company is to be located is Erie.

THIRD:                  The Secretary of State is designated as agent of the limited liability company upon whom process against it may be served.  The post office address within this state to which the Secretary of State shall mail a copy of any process against the limited liability company served upon him or her is 6363 Main Street, Williamsville, New York 14221.

IN WITNESS WHEREOF, this certificate has been subscribed this 19th day of January, 2010, by the undersigned who affirms that the statements made herein are true under the penalties of perjury.

/s/ A. James Como

Name: A. James Como

Title: Organizer

EX-3.7

Exhibit 3.7

OPERATING AGREEMENT

OF

TOPS PT, LLC

A NEW YORK LIMITED LIABILITY COMPANY

January 20, 2010

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:

1.Name.  The name of the limited liability company is Tops PT, LLC (the “Company”).

2.Purpose.  The Company is formed for the object and purpose of, and the nature of the business to be conducted and promoted by the Company is, engaging in any lawful act or activity for which limited liability companies may be formed under the Act, as amended from time to time, and engaging in any and all activities necessary or incidental to the foregoing.

3.Principal Place of Business.  The principal place of business of the Company in the State of New York is 6363 Main Street, Williamsville, New York 14221.  The Company may change such place of business or establish any other place of business, as the member may deem advisable.

4.Registered Agent.  The New York Secretary of State is hereby designated as the registered agent of the Company for service of process on the Company in the State of New York.  The Secretary of State shall mail a copy of any process against the Company served upon him or her to 6363 Main Street, Williamsville, New York 14221.  The Company may change such address, from time to time, as the member may deem advisable.

5.Member.  The name and business address of the Member is as follows:

Name	Address
Tops Markets, LLC	6363 Main Street
	Williamsville, New York 14221

The Member is the sole member of the Company.

6.Capital Contributions.  The Member agrees to make a capital contribution to the Company (its “Capital Contribution”) in exchange for one hundred (100) of the membership units (the “Units”) of the Company, constituting a 100% membership interest (the “Membership Interest”) in the Company.  Such capital contribution shall consist of the assets

described on Schedule A attached hereto.  The Member is not required to make any contribution of property or money to the Company in excess of its Capital Contribution.

7.Management. The business and affairs of the Company shall be managed by the Member.  The Member shall have the complete discretion, power and authority in the management and control of the business of the Company, shall make all decisions affecting the business of the Company and shall manage and control the affairs of the Company to carry out the business and purposes of the Company.

8.Officers.  The Company shall have those officers, and holding those titles and duties, as determined by the Member.

9.Indemnification.  To the fullest extent permitted by applicable law, the Member, any affiliate of the Member, any officers, directors, shareholders, members, partners or employees of the affiliate of the Member, and any officer, employee or expressly authorized agent of the Company or its affiliates (collectively “Covered Person”), shall be entitled to indemnification from the Company for any loss, damage, claim or liability incurred by such Covered Person by reason of any act or omission performed, or omitted to be performed, or alleged to be performed or omitted to be performed, by such Covered Person in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of authority conferred on such Covered Person by this Operating Agreement, except that no Covered Person shall be entitled to be indemnified in respect of any loss, damage, claim or liability incurred by such Covered Person by reason of his gross negligence, actual fraud or willful misconduct with respect to such acts or omissions.

10.Dissolution.  The Company shall dissolve, and its affairs shall be wound up, upon the earliest to occur of the following:  (a) the written consent of the Member, (b) the bankruptcy, death, dissolution, expulsion, incapacity or withdrawal of the member or the occurrence of any other event which terminates the continued membership of the Member in the Company, or (c) the entry of a decree of judicial dissolution under the Act.

11.Winding Up.  Upon the dissolution and winding up of the Company, the assets shall be distributed as provided for in Section 704 of the Act and upon the completion of the distribution of Company assets, the Company shall be terminated and the person acting as liquidator shall cause the cancellation of the Articles of organization and shall take such other actions as may be necessary or appropriate to terminate the Company.

12.Allocation of Profits and Losses.  The Company’s profits and losses shall be allocated to the Member.

13.Distributions.  Distributions shall be made to the Member at the times and in the aggregate amounts determined by the Member.

14.Admission of Additional Members.  One or more additional members of the Company may be admitted to the Company with the consent of the member.  Prior to the admission of any such additional member(s) of the Company, the Member shall amend this Agreement to make such changes as the Member shall determine to reflect the fact that the Company shall have more than one Member.

2

15.Limited Liability.  The Member shall not have any liability for the obligations of the Company except to the extent required by the Act.

16.Amendment.  This Agreement may be amended only in a writing signed by the Member.

17.Governing Law.  This Agreement shall be governed by and construed under the laws of the State of New York, without regard to the rules of conflict of laws thereof.

Remainder of Page Intentionally Left Blank

* * * *

3

IN WITNESS WHEREOF, the undersigned has duly executed this Operating Agreement as of the say and year first aforesaid.

TOPS MARKETS, LLC
By:	/s/ Frank Curci
Name: Frank Curci
Title: Chief Executive Officer

4

Schedule A

Member Capital Contributions

Member	Capital Contribution		Units	Membership Interest
Tops Markets, LLC	$	10.00	100	100	%

EX-3.8

Exhibit 3.8

COMMONWEALTH OF VIRGINIA
STATE CORPORATION COMMISSION

ARTICLES OF ORGANIZATION OF A
DOMESTIC LIMITED LIABILITY COMPANY

Pursuant to Chapter 12 of Title 13.1 of the Code of Virginia the undersigned states as follows:

1.The name of the limited liability company is

TOPS GIFT CARD COMPANY, LLC

(The name must contain the words limited company or limited liability company or the abbreviation L.C., LC, L.L.C., or LLC)

2.A.   The name of the limited liability company’s initial registered agent is

CT Corporation System

B.    The registered agent is (mark appropriate box):

(1)  an INDIVIDUAL who is a resident of Virginia and

o  a member or manager of the limited liability company.

o  a member or manager of a limited liability company that is a member or manager of the limited liability company.

¨  an officer or director of a corporation that is a member or manager of the limited liability company.

o  a general partner of a general or limited partnership that is a member or manager of the limited liability company.

o  a trustee of a trust that is a member or manager of the limited liability company.

o  a member of the Virginia State Bar.

OR

(2) x  a domestic or foreign stock or nonstock corporation, limited liability company or registered limited liability partnership authorized to transact business in Virginia.

3.The limited liability company’s initial registered office address, including the street and number, if any, which is identical to the business office of the initial registered agent, is

4701 Cox Road, Suite 301	Glen Allen	, VA	23060-6802	,
(number/st. add)	(city or town)		(zip)

which is physically located in the x county or o city of Henrico.

4.The limited liability company’s principal office address, including the street and number, is

c/o Deborah E. Kalstek, The Guaranty Bldg., 140 Pearl St., Ste. 100, Buffalo, NY 14202-4040	.
(number/street)                                             (city or town)                         (state)            (zip)

Organizer(s):
/s/ Deborah E. Kalstek	9/4/08
(signature)	(date)
Deborah E. Kalstek, Organizer
(printed name)	(telephone number (optional))

SEE INSTRUCTIONS ON THE REVERSE

COMMONWEALTH OF VIRGINIA
STATE CORPORATION COMMISSION

AT RICHMOND, SEPTEMBER 16, 2008

The State Corporation Commission has found the accompanying articles submitted on behalf of

TOPS GIFT CARD COMPANY, LLC

to comply with the requirements of law, and confirms payment of all required fees.  Therefore, it is ORDERED that this

CERTIFICATE OF ORGANIZATION

be issued and admitted to record with the articles of organization in the Office of the Clerk of the Commission, effective September 16, 2008.

STATE CORPORATION COMMISSION
By	/s/ Mark C. Christie
	Commissioner

EX-3.9

Exhibit 3.9

OPERATING AGREEMENT
OF
TOPS GIFT CARD COMPANY, LLC

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”).

The Member has formed a limited liability company pursuant to and in accordance with the Virginia Limited Liability Company Law (as amended from time to time, the “Act”), and hereby agrees as follows:

1.Name.  The name of the Company shall be “Tops Gift Card Company, LLC”.

2.Purposes.  The Company shall be formed for the object and purposes of, and the nature of the business to be conducted and promoted by the Company shall be, (i) to provide gift cards, gift checks, gift certificates, and similar items that are redeemable for merchandise and providing certain related services, and (ii) to engage in any other lawful act or activity for which limited liability companies may be formed under the Act and engaging in any and all activities necessary or incidental to the foregoing.

3.Principal Office.  The principal office of the Company shall be located at such place as may be designated by the Member.  The Company may have such additional place or places of business as the Member may from time to time deem advisable.

4.Term.  The Company shall continue indefinitely, unless sooner dissolved in accordance with the terms of this Agreement or the laws of the Commonwealth of Virginia.

5.Powers of the Company.  The Company shall have the power and authority to take any and all actions necessary, appropriate, advisable, convenient or incidental to or for the furtherance of the purposes set forth in Section 2.  If permitted by applicable law, the Company may merge with, or consolidate into, another limited liability company or other business entity or firm upon the approval of the Board of Directors.

6.Member.  The sole member of the Company is Tops Markets, LLC, a New York limited liability company with a principal business address of P.O. Box 1027, Buffalo, New York 14240, which is located in the County of Erie, New York.

(a)Powers of the Member.  The Member shall have the power to exercise any and all rights and powers granted to the Member pursuant to this Agreement.

(b)Liability of the Member.  The Member shall have no liability for and shall not be personally held accountable for any of the debts, losses, claims, judgments or any of the liabilities of the Company beyond the Member’s contributions to the capital of the Company, except as provided by applicable law.

(c)Indemnity of Member.  The Company shall, to the fullest extent permitted by law, indemnify and hold harmless, and advance expenses to, the Member, from and against any and all claims and demands whatsoever.

(d)Limit of Member’s Liability.  The Member shall not have any liability for the obligations or liabilities of the Company except to the extent provided in the Act.

7.Management.

(a)Management by Directors.  The management of the Company’s business shall be vested in a Board of Directors designated by and subject to the ultimate direction of the Member.  The initial Directors shall be Francis Curci, Kevin Darrington, David Prisaznuk, and Geoffrey Strong.  The Board of Directors shall be the “managers” of the Company as such term is defined in the Act.

(b)Powers of Directors; Tax Matters Member.

(i)Subject to the terms of this Agreement, the property, business, and affairs of the Company will be managed, and the conduct of its business will be controlled by, the Board of Directors.  Without limiting the generality of the foregoing, the Board of Directors shall have the following powers and the Board of Directors is authorized on behalf of the Company to do or cause to be done the following:

(A)to supervise the property, business and affairs of the Company and hire, on behalf of the Company, such professionals or other experts as may be necessary or desirable in connection therewith;

(B)to make any and all filings on behalf of the Company and its Member as they shall deem necessary, including, without limitation, filings of articles or certificates with the Commonwealth of Virginia and the filing of such documents, forms and requests for exemption as may be required pursuant to federal and state securities law;

(C)to make such filings with governmental and other authorities and to take any and all other actions as may be necessary to maintain the limited liability of the member(s) of the Company;

(D)to establish and maintain book accounts, including savings accounts and demand deposit accounts, and cash management accounts; and

(E)to do generally all things in connection with any of the foregoing, generally manage, oversee and administer the property, business, and affairs of the Company and execute all documents on behalf of the Company in connection therewith, and sign or accept all checks, notes and drafts on the Company’s behalf and, except as expressly restricted herein, pay as Company expenses all costs or expenses connected with the operation or management of the Company.

2

(ii)The Member shall be the tax matters member of the Company.

(c)Directors as Agents.

(i)The members of the Board of Directors shall be agents of the Company for the purpose of its business, and the acts of the Board of Directors, including the execution in the name of the Company of any instrument, for apparently carrying on in the usual way the business of the Company, shall bind the Company, unless (i) the Director acting has in fact no authority to act for the Company in the particular matter and (ii) the person with whom any Director is dealing has knowledge of the fact that such Director has no such authority.  An act of the Board of Directors that is not apparently for the carrying on of the business of the Company in the usual way shall not bind the Company unless authorized in fact by the Company in the particular matter.  No act of a Director or other agent of the Company in contravention of a restriction on authority shall bind the Company to persons having knowledge of such restriction.

(ii)The Member, solely by reason of being a member, shall not be an agent of the Company for the purpose of its business except to the extent that authority has been expressly delegated to the Member in writing by the Directors or by the provisions in this Agreement.

(d)Duties of Directors.

(i)Each Director shall perform his or her duties in good faith and with that degree of care that an ordinarily prudent person in a like position would use under similar circumstances.  In performing his or her duties, each Director shall be entitled to rely on information, opinions, reports or statements, including financial statements and other financial data, in each case prepared or presented by:  (i) one or more agents or employees of the Company, or (ii) counsel, accountants or other persons as to matters that such Director believes to be within such person’s professional or expert competence, provided such Director has no knowledge concerning the matter in question that would cause such reliance to be unwarranted.  A person who so performs his or her duties in accordance with this section shall have no liability by reason of being or having been a Director of the Company.

(ii)This Section 7(d) will not eliminate or limit the liability of a Director if a judgment or other final adjudication adverse to him or her establishes that his or her acts or omissions were in bad faith or involved intentional misconduct or a knowing violation of law or that he or she personally gained in fact a financial profit or advantage to which he or she was not legally entitled or that with respect to a distribution his or her acts were not performed in accordance with this Agreement or the Act.

(e)Terms of Directors.  Each Director shall hold office and have the terms and responsibilities accorded to him or her by the terms hereof until resignation or removal by the Member.

3

(f)Election of Directors.  The Member shall elect or designate any Directors of the Company.  Any Director of the Company may be removed or replaced with or without cause by the Member at any time.

(g)Action by Directors.  The Board of Directors shall manage the Company by the affirmative vote of a majority of the Board of Directors.  Any action required or permitted to be taken by the Board of Directors may be taken without a vote if all of the Directors consent thereto in writing and such writing is filed with the records of the Company.  The members of the Board of Directors may participate in a meeting by means of conference telephone or similar communications equipment by means of which all members participating in the meeting hear each other.  Such participation shall constitute presence in person at such meeting.

(h)Resignation of Directors.  A Director may resign at any time by giving written notice to the Company.  However, if such resignation violates any provision of any contractual agreement between such Director and the Company, the Company may recover from such Director damages for such breach as provided or by contract or law.  The election of a Director shall not of itself create contract rights in favor of any such party.

(i)Vacancies.  Vacancies occurring among the Directors shall be filled by the vote or designation of the Member.

(j)Fees.  The Company may, but shall not be obligated to, pay the Directors, or any accountants, agent, attorney, consultant or advisors to the Company, fees in compensation for services rendered to the Company.  The obligations of the Directors to be performed under this Agreement will not be affected by a failure of the Company to pay fees under this Section 7(j).

(k)Reimbursement.  The Company shall reimburse the Directors for all ordinary and necessary out-of-pocket expenses incurred by them on behalf of the Company in accordance with such policies as the Company may adopt from time to time.  The obligations of the Directors to be performed under this Agreement will not be affected by any failure of the Company to reimburse expenses under this Section 7(k).

(l)Interested Directors.

(i)No contract or other transaction between the Company and one or more of the Directors or between the Company and any other limited liability company or other business entity in which one or more of the Directors are managers, directors or officers, or have a substantial financial interest, shall be either void or voidable for this reason alone or by reason alone that such Director or Directors were present at the meeting of the Board of Directors which approved such contract or transaction, or that his, her or their votes were counted for such purposes, (i) if the material facts as to such Director’s interest in such contract or transaction and as to any such common directorship, officership or financial interest are disclosed in good faith or known to the other Directors, and the Board of Directors approve such contract or transaction by a vote sufficient for such purpose without counting the vote of such interested Director or, if the votes of the disinterested Board of Directors are insufficient to constitute an act of the

4

Directors pursuant to the terms hereof, by unanimous vote of the disinterested Directors; or (ii) if the material facts as to such Director’s interest in such contract or transaction and as to any such common directorship, officership or financial interest are disclosed in good faith or known to the Members entitled to vote thereon, and such contract or transaction is approved by the vote of such Members.

(ii)Common or interested Directors may be counted in determining the presences of a quorum at a meeting of the Board of Directors that approves any such contract or transaction.

(m)Officers.

(i)The Board of Directors may appoint officers from time to time, including a Chief Executive Officer, President, Secretary, Treasurer and may appoint one or more Vice Presidents (which may include one or more Executive Vice Presidents or Senior Vice Presidents), Assistant Secretaries, Assistant Treasurers, Controller or Assistant Controller and such other directors and agents as it shall deem necessary, and may define their powers and duties.  Any number of offices may be held by the same person.

(ii)Each Officer shall hold office until his or her successors are chosen and qualify.

(iii)Any Officer may be removed, either with or without cause, at any time, by the Board of Directors.

(iv)Any Officer may resign at any time by giving written notice to the Board of Directors or the Secretary.  Such resignation shall take effect at the time specified therein, and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

(v)If the office of any Officer becomes vacant by reason of death, resignation, retirement, disqualification, removal from office or otherwise, the Board of Directors may choose a successor, who shall hold office for the unexpired term in respect of which such vacancy occurred.

(vi)The initial President shall be Francis Curci.  The Chief Executive Officer or President of the Company shall exercise the powers and perform the duties usual to the chief executive officer and, subject to the control of the Board of Directors, shall have general management and control of the affairs and business of the Company; shall appoint and discharge employees and agents of the Company (other than Directors appointed by the Member) and fix their compensation; and he/she shall see that all orders and resolutions of the Member are carried into effect; shall have the power to execute bonds, mortgages, and other contracts, agreements, and instruments of the Company; and shall do and perform such other duties as from time to time may be fixed by the Member.

(vii)The Vice President or Vice Presidents shall do and perform such other duties as the Board of Directors or President shall direct and, subject to the control

5

of the Board of Directors, shall, in the absence or disability of the President, exercise all of the powers and duties of the President to the extent specified by the Board of Directors.  Any Vice President shall have the power to execute bonds, notes, mortgages, and other contracts, agreements, and instruments of the Company.

(viii)The initial Secretary shall be Kevin Darrington.  The Secretary shall perform such duties as maybe prescribed by the Board of Directors from time to time.  The Secretary shall have and be the custodian of the books, records, and papers of the Company (other than financial) and shall see that all books, reports, statements, certificates, and other documents and records required by law are properly kept and filed.

(ix)The initial Treasurer shall be David Prisaznuk.  The Treasurer shall have the custody of the Company funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Company and shall deposit all moneys and other valuable effects in the name and to the credit of the Company, in such depositories as may be designated by the Board of Directors or the Member.  He or she shall disburse the funds of the Company as may be ordered by the Member or the Board of Directors, taking proper vouchers for such disbursements, and shall render to the Member or Board of Directors whenever they may require it, an. account of all his transactions as Treasurer and of the financial condition of the Company.

(x)The Officers of the Company shall be agents of the Company for the purpose of its business including, as appropriate, the execution in the name of the Company of any instrument for apparently carrying on the business of the Company in the ordinary course or for what they may be authorized by the Board of Directors.

8.Indemnification.  To the fullest extent permitted by law, the Company shall indemnify and hold harmless each Director and Officer from and against any and all losses, claims, damages, liabilities or expenses of whatever nature, as incurred, arising out of or relating to the fact that such party was or is a Director or Officer of the Company.  Notwithstanding the foregoing, no indemnification may be made to or on behalf of a Director or Officer if a judgment or other final adjudication adverse to such Director establishes (a) that his or her acts were committed in bad faith or were the result of active and deliberate dishonesty and were material to the cause of action so adjudicated, or (b) that he or she personally gained in fact a financial profit or other advantage to which he or she was not legally entitled.

9.Reliance by Third Parties.  Any person or entity dealing with the Company or the Member may rely upon a certificate signed by a Director or Officer as to:

(a)the identity of a Director or Officer;

(b)the existence or non-existence of any fact or facts which constitute a condition precedent to acts by a Director or Officer or are in any other manner germane to the affairs of the Company;

(c)the persons who or entities which are authorized to execute and deliver any instrument or document of or on behalf of the Company; or

6

(d)any act or Failure to act by the Company or as to any other matter whatsoever involving the Company or a Director or Officer.

10.Capital Contributions; UCC Article 8 Election.

(a)Initial Capital Contribution.  In consideration for the interests in the LLC provided pursuant to this Agreement (the “Interests”), the Member has initially contributed $500.00 cash to the capital of the Company and owns one hundred percent (100%) of the Interests in the Company.

(b)Additional Capital Contributions.  The Member may make additional capital contributions to the Company as it sees fit in its sole discretion, but it shall not be required to make additional capital contributions to the Company.

(c)UCC Article 8 Election.  The Company hereby irrevocably elects that all Interests shall be securities governed by Article 8 of the Uniform Commercial Code as in effect on the date hereof in the Commonwealth of Virginia and as in effect in any other jurisdiction and also as in effect in any other applicable jurisdiction that presently or hereafter has a law that is substantially similar to such Article 8.  The Member shall be issued a certificate or certificates to evidence its Interests in the Company (each, an “Interest Certificate”).  All Interest Certificates shall be signed in the name of the Company by the officer certifying the Interests owned by the Member.  Any or all of the signatures on an Interest Certificate may be by facsimile signature.  In the event any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon an Interest Certificate shall have ceased to be such officer, transfer agent or registrar before such Interest Certificate is issued, it may be issued, by the Company with the same effect as if such person were an officer, transfer agent or registrar at the date of issue.

11.Dissolution.  The Company shall dissolve, and its affairs shall be wound up upon the first to occur of the following:  (a) the written consent of the Member, (b) the bankruptcy, dissolution, expulsion, or withdrawal of the Member or the occurrence of any other event which terminates the continued membership of the Member in the Company, or (c) any event that requires the dissolution of the Company under the Act.

12.Allocation of Profits and Losses.  The Company’s profits and losses shall be allocated to the Member.

13.Distributions.  Distributions shall be made to the Member at the times and in the aggregate amounts determined by the Board of Directors.

14.Assignment.  The Member may assign in whole or in part its Interests.

15.Admission of Additional Members.  One or more additional members of the Company may be admitted to the Company with the consent of the Member.  Prior to the admission of any such additional member(s) of the Company, the Member shall amend this Agreement to make such changes as the Member shall determine to reflect the fact that the Company shall have more than one member.

7

16.Outside Business.  The Member may, directly or indirectly, engage in or posses an interest in other business ventures of any nature or description, independently or with others, similar or dissimilar to the business of the Company.  The Company and the Member shall have no rights by virtue of this Agreement in and to such independent ventures or the income or profits derived therefrom.  The pursuit of any such venture, even if competitive with the business of the Company, shall not be deemed wrongful or improper.  The Member shall not be obligated to present any particular investment opportunity to the Company even if such opportunity is of a character that, if presented to the Company, could be taken by the Company, and the Member shall have the right to take for its own account (individually or as a partner, shareholder, fiduciary or otherwise) or to recommend to others any such particular investment opportunity.

17.Severability.  The provisions of this Agreement shall be deemed severable and the invalidity or unenforceability of any provision shall not affect the validity or enforceability of the other provisions hereof.  If any provision of this Agreement, or the application thereof to any person or entity or any circumstance, is invalid or unenforceable, (a) a suitable and equitable provision shall be substituted therefor in order to carry out, so far as may be valid and enforceable, the intent and purpose of such invalid or unenforceable provision and (b) the remainder of this Agreement and the application of such provision to other persons, entities or circumstances shall not be affected by such invalidity or unenforceability, nor shall such invalidity or unenforceability affect the validity or enforceability of such provision, or the application thereof, in any other jurisdiction.

18.Entire Agreement.  This Agreement contains the entire understanding between the parties and supersedes any prior understandings and agreements between them concerning the within subject matter.  There are no other representations, agreements, arrangements or understandings, oral or written, between the parties relating to the subject matter of this Agreement.

19.Captions and Operative Language.  Words of gender used in this Agreement shall be interpreted to include the other gender, and words in the singular number shall be interpreted to include the plural (and vice versa), when the sense so requires.  The captions to each Article are inserted only as a matter of convenience and for reference purposes and in no way define, limit or describe the scope or intent of this Agreement.

20.Governing Law.  This Agreement shall be governed by, and construed under, the laws of the Commonwealth of Virginia, without regard to the rules of conflict of laws thereof.

IN WITNESS WHEREOF, the undersigned sole member has duly executed this Operating Agreement as of the day and year first written above.

TOPS MARKETS, LLC
By:	/s/ Francis Curci
	Name: Francis Curci
	Title: Chief Executive Officer

8

EX-4.1

Exhibit 4.1

Execution Version

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 2015

CROSS-REFERENCE TABLE*

Trust Indenture Act Section	Indenture Section
310(a)(1)	7.10
(a)(2)	7.10
(a)(3)	N.A.
(a)(4)	N.A.
(a)(5)	7.10
(b)	7.10
(c)	N.A.
311(a)	7.11
(b)	7.11
(c)	N.A.
312(a)	2.05
(b)	15.03
(c)	15.03
313(a)	7.06
(b)(1)	N.A.
(b)(2)	7.06; 7.07
(c)	7.06; 15.02
(d)	7.06
314(a)	15.02; 15.05
(b)	11.05
(c)(1)	15.04
(c)(2)	15.04
(c)(3)	N.A.
(d)	11.05
(e)	15.05
(f)	N.A.
315(a)	7.01
(b)	7.05; 15.02
(c)	7.01
(d)	7.01
(e)	6.14
316(a)(last sentence)	2.09
(a)(1)(A)	6.05
(a)(1)(B)	6.04
(a)(2)	N.A.
(b)	6.07
(c)	2.12; 9.04
317(a)(1)	6.08
(a)(2)	6.12
(b)	2.04
318(a)	15.01
(b)	N.A.
(c)	15.01

N.A. means not applicable.

*  This Cross-Reference Table is not part of the Indenture.

TABLE OF CONTENTS

		Page
ARTICLE 1
DEFINITIONS AND INCORPORATION BY REFERENCE
Section 1.01	Definitions	1
Section 1.02	Other Definitions	30
Section 1.03	Incorporation by Reference of Trust Indenture Act	30
Section 1.04	Rules of Construction	31
Section 1.05	Acts of Holders	31
ARTICLE 2
THE NOTES
Section 2.01	Form and Dating; Terms	33
Section 2.02	Execution and Authentication	34
Section 2.03	Registrar and Paying Agent	34
Section 2.04	Paying Agent to Hold Money in Trust	35
Section 2.05	Holder Lists	35
Section 2.06	Transfer and Exchange	35
Section 2.07	Replacement Notes	48
Section 2.08	Outstanding Notes	49
Section 2.09	Treasury Notes	49
Section 2.10	Temporary Notes	49
Section 2.11	Cancellation	49
Section 2.12	Defaulted Interest	50
Section 2.13	CUSIP and ISIN Numbers	50
ARTICLE 3
REDEMPTION
Section 3.01	Notices to Trustee	50
Section 3.02	Selection of Notes to Be Redeemed or Purchased	51
Section 3.03	Notice of Redemption	51
Section 3.04	Effect of Notice of Redemption	52
Section 3.05	Deposit of Redemption or Purchase Price	52
Section 3.06	Notes Redeemed or Purchased in Part	52
Section 3.07	Optional Redemption	53
Section 3.08	Mandatory Redemption	53
ARTICLE 4
COVENANTS
Section 4.01	Payment of Principal, Premium and Interest	53

i

		Page
Section 4.02	Corporate Existence	54
Section 4.03	Limitation on Indebtedness	54
Section 4.04	Limitation on Restricted Payments	57
Section 4.05	Limitation on Transactions with Affiliates	62
Section 4.06	Limitation on Liens	64
Section 4.07	Limitation on Sale of Assets	65
Section 4.08	Additional Guarantees	67
Section 4.09	Purchase of Notes upon a Change of Control	67
Section 4.10	Reserved	69
Section 4.11	Limitation on Dividend and Other Payment Restrictions Affecting Subsidiaries	69
Section 4.12	Limitation on Unrestricted Subsidiaries	71
Section 4.13	Provision of Financial Information	72
Section 4.14	Statement by Officers as to Default	73
ARTICLE 5
SUCCESSORS
Section 5.01	Consolidation, Merger or Sale of Assets	74
Section 5.02	Successor Substituted	76
ARTICLE 6
DEFAULTS AND REMEDIES
Section 6.01	Events of Default	76
Section 6.02	Acceleration	78
Section 6.03	Other Remedies	79
Section 6.04	Waiver of Past Defaults	79
Section 6.05	Control by Majority	79
Section 6.06	Limitation on Suits	80
Section 6.07	Rights of Holders of Notes to Receive Payment	80
Section 6.08	Collection Suit by Trustee	80
Section 6.09	Restoration of Rights and Remedies	80
Section 6.10	Rights and Remedies Cumulative	80
Section 6.11	Delay or Omission Not Waiver	81
Section 6.12	Trustee May File Proofs of Claim	81
Section 6.13	Priorities	81
Section 6.14	Undertaking for Costs	82
ARTICLE 7
TRUSTEE
Section 7.01	Duties of Trustee	82
Section 7.02	Rights of Trustee	83
Section 7.03	Individual Rights of Trustee	84
Section 7.04	Trustee’s Disclaimer	84
Section 7.05	Notice of Defaults	84

ii

		Page
Section 7.06	Reports by Trustee to Holders of the Notes	85
Section 7.07	Compensation and Indemnity	85
Section 7.08	Replacement of Trustee	86
Section 7.09	Successor Trustee by Merger, Etc.	87
Section 7.10	Eligibility; Disqualification	87
Section 7.11	Preferential Collection of Claims Against Issuers	87
ARTICLE 8
LEGAL DEFEASANCE AND COVENANT DEFEASANCE
Section 8.01	Option to Effect Legal Defeasance or Covenant Defeasance	87
Section 8.02	Legal Defeasance and Discharge	87
Section 8.03	Covenant Defeasance	88
Section 8.04	Conditions to Legal or Covenant Defeasance	88
Section 8.05	Deposited Money and Government Securities to Be Held in Trust; Other Miscellaneous Provisions	89
Section 8.06	Repayment to Issuers	90
Section 8.07	Reinstatement	90
ARTICLE 9
AMENDMENT, SUPPLEMENT AND WAIVER
Section 9.01	Without Consent of Holders of Notes	90
Section 9.02	With Consent of Holders of Notes	91
Section 9.03	Compliance with Trust Indenture Act	92
Section 9.04	Effect of Consents	93
Section 9.05	Notation on or Exchange of Notes	93
Section 9.06	Trustee to Sign Amendments, Etc.	93
ARTICLE 10
INTERCREDITOR AGREEMENT
Section 10.01	Intercreditor Agreement	94
ARTICLE 11
COLLATERAL
Section 11.01	Security Documents	94
Section 11.02	Collateral Agent	94
Section 11.03	Authorization of Actions to Be Taken	95
Section 11.04	Release of Collateral	96
Section 11.05	Filing, Recording and Opinions	96
Section 11.06	Powers Exercisable by Receiver or Trustee	97
Section 11.07	Voting	97

iii

		Page
ARTICLE 12
APPLICATION OF TRUST MONIES
Section 12.01	Collateral Account	97
Section 12.02	Withdrawal of Net Cash Proceeds in Connection with Reinvestments	97
Section 12.03	Withdrawal of Net Cash Proceeds to Fund an Offer or Release Following an Offer	98
Section 12.04	Investment of Trust Monies	99
Section 12.05	Application of Other Trust Monies	99
ARTICLE 13
GUARANTEES
Section 13.01	Guarantee	99
Section 13.02	Limitation on Guarantor Liability	101
Section 13.03	Execution and Delivery	101
Section 13.04	Subrogation	101
Section 13.05	Benefits Acknowledged	102
Section 13.06	Release of Guarantees	102
ARTICLE 14
SATISFACTION AND DISCHARGE
Section 14.01	Satisfaction and Discharge	102
Section 14.02	Application of Trust Money	103
ARTICLE 15
MISCELLANEOUS
Section 15.01	Trust Indenture Act Controls	104
Section 15.02	Notices	104
Section 15.03	Communication by Holders of Notes with Other Holders of Notes	105
Section 15.04	Certificate and Opinion as to Conditions Precedent	105
Section 15.05	Statements Required in Certificate or Opinion	105
Section 15.06	Rules by Trustee and Agents	106
Section 15.07	No Personal Liability of Directors, Officers, Employees and Stockholders	106
Section 15.08	Governing Law; Waiver of Jury Trial	106
Section 15.09	Force Majeure	106
Section 15.10	Successors	106
Section 15.11	Severability	106
Section 15.12	Counterpart Originals	106
Section 15.13	Table of Contents, Headings, Etc.	107
Section 15.14	Qualification of Indenture	107
Section 15.15	USA Patriot Act	107

iv

SCHEDULES
Schedule I	Guarantors
EXHIBITS
Exhibit A	Form of Note
Exhibit B	Form of Certificate of Transfer
Exhibit B-1	Form of Certificate for Acquiring Institutional Accredited Investor
Exhibit C	Form of Certificate of Exchange
Exhibit D	Form of Supplemental Indenture to Be Delivered by Subsequent Guarantors

i

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.

W I T N E S S E T H

WHEREAS, the Issuers have duly authorized the creation of an issue of $275,000,000 aggregate principal amount of 10.125% Senior Secured Notes due 2015 (the “Initial Notes”);

WHEREAS, the Issuers and the Guarantors have duly authorized the execution and delivery of this Indenture;

WHEREAS, all things necessary (i) to make the Notes, when executed by the Issuers and authenticated and delivered hereunder and duly issued by the Issuers, the valid obligations of the Issuers, and (ii) to make this Indenture a valid agreement of the Issuers, all in accordance with their respective terms, have been done; and

NOW, THEREFORE, the Issuers, the Guarantors, the Trustee and the Collateral Agent agree as follows for the benefit of each other and for the equal and ratable benefit of the Holders of the Notes.

ARTICLE 1

DEFINITIONS AND INCORPORATION BY REFERENCE

Section 1.01Definitions.

“144A Global Note” means a Global Note substantially in the form of Exhibit A attached hereto, bearing the Global Note Legend, the OID Legend and the Private Placement Legend and deposited with or on behalf of, and registered in the name of, the Depositary or its nominee that will be issued in a denomination equal to the outstanding principal amount of the Notes sold in reliance on Rule 144A.

“ABL Facility Collateral Agent” means Bank of America, N.A., as collateral agent under the Credit Agreement, and its successors, replacements and/or assigns in such capacity.

“ABL Liens” means all Liens in favor of the ABL Facility Collateral Agent on Collateral securing the ABL Obligations.

“ABL Obligations” means (x) the Indebtedness and other obligations which are secured by a Lien on the Collateral permitted by clause (b) of the definition of “Permitted Liens” and (y) obligations in respect of “Bank Products” (as defined in the Intercreditor Agreement) that are permitted to be secured pursuant to the definition of “Permitted Liens.”

“ABL Priority Collateral” has the meaning set forth in the Intercreditor Agreement.

“Acquired Indebtedness” means, with respect to any specified Person, Indebtedness of any other Person (1) existing at the time such other Person is consolidated or merged with or into, or

became a Subsidiary of, such specified Person, whether or not such Indebtedness is incurred in connection with, or in contemplation of, such other Person consolidating or merging with or into, or becoming a Subsidiary of, such specified Person, or (2) assumed in connection with the acquisition of assets from such other Person, whether or not such Indebtedness is incurred in connection with, or in contemplation of such acquisition, as the case may be.  Notwithstanding the foregoing, Acquired Indebtedness shall not include Indebtedness of such other Person that is extinguished, retired or repaid substantially concurrently with such other Person becoming a Restricted Subsidiary of, or at the time it is consolidated or merged with or into, such specified Person.

“Additional Interest” means all “Additional Interest” then owing pursuant to the Registration Rights Agreement.

“Additional Notes” means additional Notes (other than the Initial Notes and other than Exchange Notes issued in exchange for such Initial Notes) issued from time to time under this Indenture in accordance with Sections 2.01, 4.03 and 4.06, it being understood that any Notes issued in exchange for or replacement of any Initial Notes shall not be Additional Notes.

“Affiliate” means, with respect to any specified Person, any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person.  For the purposes of this definition, “control” when used with respect to any specified Person means the power to direct the management and policies of such Person, directly or indirectly, whether through ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative to the foregoing.

“Agent” means any Registrar or Paying Agent.

“Applicable Premium” means, with respect to any Note on any date of redemption, the greater of:

(1)1.0% of the principal amount of the Note, or

(2)the excess of:

(a)the present value at such Redemption Date of (i) the redemption price of the Note at October 15, 2012 (such redemption price being set forth in the table appearing in Section 3.07(b)), plus (ii) all required interest payments due on the Note through October 15, 2012 (excluding accrued but unpaid interest to the date of redemption), computed using a discount rate equal to the Treasury Rate as of such date of redemption plus 50 basis points; over

(b)the principal amount of the Note.

“Applicable Procedures” means, with respect to any transfer or exchange of or for beneficial interests in any Global Note, the rules and procedures of the Depositary, Euroclear and/or Clearstream that apply to such transfer or exchange.

“Asset Sale” means any sale, issuance, conveyance, transfer, lease or other disposition (including, without limitation, by way of merger, consolidation or sale and leaseback transaction) (collectively, a “transfer”), directly or indirectly, in one or a series of related transactions, of:

(1)any Capital Stock of any Restricted Subsidiary;

2

(2)all or substantially all of the properties and assets of any division or line of business of an Issuer or any Restricted Subsidiary; or

(3)any other properties or assets (including any transfer by written contract by an Issuer or any Restricted Subsidiary to any other Person of any of their rights to receive all or a portion of the proceeds from the sale by the Company or any Restricted Subsidiary of any such asset or properties) of an Issuer or any Restricted Subsidiary other than in the ordinary course of business.

For the purposes of this definition, the term “Asset Sale” shall not include any transfer of properties and assets:

(A)that is governed by the provisions of Section 5.01;

(B)that is by an Issuer to any Restricted Subsidiary or by any Restricted Subsidiary to an Issuer or any Restricted Subsidiary or that is the issuance of Capital Stock by a Restricted Subsidiary to an Issuer or to another Restricted Subsidiary (other than a Securitization Entity);

(C)that would be a Restricted Payment permitted to be made pursuant to Section 4.04 or a Permitted Investment;

(D)that is a disposition of Receivables and Related Assets in a Qualified Securitization Transaction;

(E)that are obsolete, damaged or worn out equipment or otherwise unsuitable for use in the ordinary course of business;

(F)that is the disposition of Capital Stock of, or other Investments in, an Unrestricted Subsidiary;

(G)that is the sale or other disposition of cash or Cash Equivalents or the voluntary termination of Hedging Obligations;

(H)that is the sale, transfer or disposition deemed to occur in connection with creating or granting any Liens permitted by Section 4.06;

(I)the Fair Market Value of which in the aggregate does not exceed $2.5 million in any transaction or series of related transactions;

(J)consisting of the licensing of any intellectual property in the ordinary course of business of the Company and its Restricted Subsidiaries;

(K)to the extent allowable under Section 1031 of the Internal Revenue Code of 1986, any exchange of like property (excluding any boot thereon) for use in a Permitted Business; provided that to the extent the property exchanged was Notes Priority Collateral, substantially all of the property received in exchange therefor constitutes Notes Priority Collateral;

(L)that is a transfer of property subject to casualty or condemnation proceedings (including in lieu thereof) upon the receipt of the net cash proceeds therefor; provided such net cash proceeds are deemed to be Net Cash Proceeds and are applied in accordance with Section 4.07;

3

(M)that is a foreclosure on assets or a disposition of Investments or receivables in connection with the compromise, settlement or collection thereof or in bankruptcy or similar proceedings; or

(N)that is a surrender or waiver of contract rights or the settlement, release or surrender of contract, tort or other claims of any kind.

“Average Life to Stated Maturity” means, as of the date of determination with respect to any Indebtedness, the quotient obtained by dividing (1) the sum of the product of (a) the number of years from the date of determination to the date or dates of each successive scheduled principal payment of such Indebtedness multiplied by (b) the amount of each such principal payment by (2) the sum of all such principal payments.

“Bankruptcy Law” means Title 11, United States Bankruptcy Code of 1978, as amended, or any similar United States federal or state law or foreign law relating to bankruptcy, insolvency, receivership, winding up, liquidation, reorganization or relief of debtors or any amendment to, succession to or change in any such law.

“Board of Directors” means the Board of Directors or comparable governing body of an Issuer or any Guarantor, as the case may be, or any duly authorized committee of such board or comparable governing body.

“Business Day” means each day which is not a Saturday, a Sunday or a day on which banking institutions in The City of New York, the city in which the principal corporate trust office of the Trustee is located or at a place of payment are authorized or required by law, regulation or executive order to remain closed.

“Capital Lease Obligation” of any Person means any obligation of such Person and its Restricted Subsidiaries on a consolidated basis under any capital lease of (or other agreement conveying the right to use) real or personal property which, in accordance with GAAP, is required to be recorded as a capitalized lease obligation.

“Capital Stock” of any Person means any and all shares, interests, participations, rights in or other equivalents (however designated) of such Person’s capital stock, other equity interests whether now outstanding or issued after the Issue Date, partnership interests (whether general or limited), limited liability company interests, any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person, including any Preferred Stock, and any rights, warrants or options exchangeable for or convertible into such Capital Stock (other than debt securities convertible into Capital Stock).

“Cash Equivalents” means:

(1)securities issued or directly and fully and unconditionally guaranteed or insured by the U.S. government or any agency or instrumentality thereof the securities of which are unconditionally guaranteed as a full faith and credit obligation of such government with maturities of 24 months or less from the date of acquisition;

(2)certificates of deposit, time deposits and Eurodollar time deposits with maturities of one year or less from the date of acquisition, bankers’ acceptances with maturities not exceeding one year and overnight bank deposits, in each case with any commercial bank having capital and surplus of not less than $500.0 million;

4

(3)repurchase obligations for underlying securities of the types described in clauses (1) and (2) entered into with any financial institution meeting the qualifications specified in clause (2) above;

(4)securities with maturities of 24 months or less from the date of acquisition backed by standby letters of credit issued by any commercial bank satisfying the requirements of clause (2) above;

(5)commercial paper rated at least P-2 by Moody’s Investors Service, Inc. (“Moody’s”) or at least A-2 by Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc. (“S&P”) (or, if at any time neither Moody’s nor S&P shall be rating such obligations, an equivalent rating from another rating agency) and in each case maturing within one year after the date of creation thereof;

(6)marketable short-term money market and similar securities having a rating of least P-2 or A-2 from either Moody’s or S&P, respectively (or, if at any time neither Moody’s nor S&P shall be rating such obligations, an equivalent rating from another rating agency) and in each case maturing within 24 months after the date of creation thereof;

(7)repurchase agreements and reverse repurchase agreements relating to marketable direct obligations issued or unconditionally guaranteed by the United States or issued by any agency thereof and backed by the full faith and credit of the United States maturing within 365 days from the date of acquisition;

(8)Investments with average maturities of 12 months or less from the date of acquisition in money market funds rated AAA- (or the equivalent thereof) or better by S&P or Aaa3 (or the equivalent thereof) or better by Moody’s (or, if at any time neither Moody’s nor S&P shall be rating such obligations, an equivalent rating from another rating agency); and

(9)investment funds investing 95% of their assets in cash and securities of the types described in clauses (1) through (8) above.

“Change of Control” means the occurrence of any of the following events:

(1)any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act), other than a Permitted Holder, becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act, except that a Person shall be deemed to have beneficial ownership of all shares that such Person has the right to acquire, whether such right is exercisable immediately or only after the passage of time), directly or indirectly, of more than 50% of the total outstanding Voting Stock of the Company;

(2)during any period of two consecutive years, individuals who at the beginning of such period constituted the Board of Directors of the Company (together with any new directors whose election to such board or whose nomination for election by the stockholders of the Company was approved by a vote of a majority of the directors then still in office who were either directors at the beginning of such period or whose election or nomination for election was previously so approved), cease for any reason to constitute a majority of such Board of Directors then in office;

(3)the Company consolidates with or merges with or into any Person or sells, assigns, conveys, transfers, leases or otherwise disposes of all or substantially all of its and its

5

Restricted Subsidiaries’ assets to any Person, other than a Permitted Holder, or any Person consolidates with or merges into or with the Company, in any such event pursuant to a transaction in which the outstanding Voting Stock of the Company is converted into or exchanged for cash, securities or other property, other than any such transaction where:

(A)the outstanding Voting Stock of the Company is converted into or exchanged for (1) Voting Stock of the surviving corporation which is not Redeemable Capital Stock or (2) cash, securities and other property (other than Capital Stock of the surviving corporation) in an amount which could be paid by the Company as a Restricted Payment under Section 4.04 (and such amount shall be treated as a Restricted Payment for purposes of Section 4.04); and

(B)immediately after such transaction, no “person” or “group,” other than a Permitted Holder, is the beneficial owner (as defined in Rules 13d-3 and 13d-5 under the Exchange Act, except that a Person shall be deemed to have beneficial ownership of all securities that such Person has the right to acquire, whether such right is exercisable immediately or only after the passage of time), directly or indirectly, of more than 50% of the total outstanding Voting Stock of the surviving corporation; or

(4)Tops Markets ceases to be a Subsidiary of the Company other than in a transaction which complies with Section 5.01.

“Clearstream” means Clearstream Banking, Société Anonyme.

“Collateral” means, collectively, all of the property and assets that are from time to time subject to the Lien of (i) the Security Documents (other than the Intercreditor Agreement) or (ii) clause (y) of the last sentence of Section 5.4(a) of the Intercreditor Agreement, including the Liens, if any, required pursuant to the provisions of this Indenture.

“Collateral Account” means the collateral account established pursuant to Section 12.01.

“Collateral Agent” means U.S. Bank National Association, in its capacity as Collateral Agent for the holders of Notes and Permitted Additional Pari Passu Obligations, together with its successors in such capacity.

“Commodity Price Protection Agreement” means any forward contract, commodity swap, commodity option or other similar agreement or arrangement relating to, or the value of which is dependent upon, fluctuations in commodity prices.

“Consolidated EBITDA” means for any period, the sum, without duplication, of (A) Consolidated Net Income (Loss), (B) in each case to the extent deducted in computing Consolidated Net Income (Loss) for such period, (i) Consolidated Interest Expense, (ii) Consolidated Income Tax Expense, (iii) Consolidated Non-cash Charges, (iv) any unusual or non-recurring items and any restructuring charges or reserves, including, without limitation, in connection with an acquisition made after the Issue Date (which, for the avoidance of doubt, shall include retention, severance, systems establishment costs, excess pension charges, contract and lease termination costs and costs to consolidate facilities and relocate employees), (v) the amount of management fees and expense reimbursement accrued by such Person to the Permitted Holders pursuant to the Sponsor Management Agreement, (vi) the amount of any expenses in connection with any actual or proposed Investment, incurrence or repayment of Indebtedness, issuance of Capital Stock or acquisition or disposition outside the ordinary course of business, (vii) expenses incurred to the extent covered by indemnification provisions in any agreement in connection with

6

an acquisition (including the acquisition of the Company) to the extent reimbursed in cash and such indemnification payments are not otherwise included in Consolidated EBITDA, and (viii) commissions, discounts, yield and other fees and expenses (including interest expense) related to any Qualified Securitization Transaction, in each case, for such period, of such Person and its Restricted Subsidiaries all determined in accordance with GAAP, and (C) proceeds from any business interruption insurance to the extent not otherwise included in Consolidated Net Income, and less (D) all non-cash items increasing Consolidated Net Income for such period (other than the accrual of revenue and other than non cash items to the extent they represent the reversal of an accrual of, or cash reserve for, anticipated charges made in any prior period or which will result in the receipt of cash in a future period); provided, that with respect to any period ending prior to the Issue Date, Consolidated EBITDA shall be calculated after giving effect, without duplication, to the adjustments set forth in the calculation of “Adjusted EBITDA” in the Offering Memorandum.

“Consolidated Fixed Charge Coverage Ratio” of any Person means, for any period of the most recent four fiscal quarters for which internal consolidated financial statements of the Company are available (the “Four Quarter Period”), the ratio of:

(a)Consolidated EBITDA for such Four Quarter Period to

(b)Consolidated Interest Expense for such Four Quarter Period (but excluding from Consolidated Interest Expense for this purpose the accretion of original issue discount on the Notes issued on the Issue Date),

in the case of each of clauses (a) and (b) after giving pro forma effect to:

(1)the incurrence of the Indebtedness giving rise to the need to make such calculation and (if applicable) the application of the net proceeds therefrom, including to refinance other Indebtedness, as if such Indebtedness was incurred, and the application of such proceeds occurred, on the first day of such Four Quarter Period;

(2)the incurrence, repayment or retirement of any other Indebtedness by the Company and its Restricted Subsidiaries since the first day of such Four Quarter Period as if such Indebtedness was incurred, repaid or retired at the beginning of such Four Quarter Period (except that, in making such computation, the amount of Indebtedness under any revolving credit facility shall be computed based upon the average daily balance of such Indebtedness during such Four Quarter Period);

(3)in the case of Acquired Indebtedness or any acquisition occurring at the time of the incurrence of such Indebtedness, the related acquisition, assuming such acquisition had been consummated on the first day of such Four Quarter Period;

(4)any acquisition or disposition by the Company and its Restricted Subsidiaries of any company or any business or any assets out of the ordinary course of business, whether by merger, stock purchase or sale or asset purchase or sale, or any related repayment of Indebtedness, in each case since the first day of such Four Quarter Period, and prior to the date of determination, assuming such acquisition or disposition had been consummated on the first day of such Four Quarter Period; and

(5)if since the beginning of such Four Quarter Period, any Person that subsequently became a Restricted Subsidiary or was merged with or into the Company or any of its Restricted Subsidiaries since the beginning of such Four Quarter Period shall have made any acquisition,

7

disposition, merger or consolidation that would have required adjustment pursuant to this definition, such acquisition, disposition, merger or consolidation assuming such acquisition, disposition, merger or consolidation had occurred on the first day of such Four Quarter Period;

provided that

(1)in making such computation, the Consolidated EBITDA and Consolidated Interest Expense attributable to discontinued operations will be excluded;

(2)in making such computation, the Consolidated Interest Expense attributable to interest on any Indebtedness computed on a pro forma basis and (A) bearing a floating interest rate shall be computed as if the rate in effect on the date of computation had been the applicable rate for the entire Four Quarter Period and (B) which was not outstanding during the Four Quarter Period which bears, at the option of such Person, a fixed or floating rate of interest, shall be computed by applying at the option of such Person either the fixed or floating rate, in each case taking into account any Interest Rate Agreements;

(3)in making such computation, the Consolidated Interest Expense of such Person attributable to interest on any Indebtedness under a revolving credit facility computed on a pro forma basis shall be computed based upon the average daily balance of such Indebtedness during the applicable Four Quarter Period; and

(4)whenever pro forma effect is to be given to an acquisition or disposition, such pro forma calculation shall be made in good faith by a responsible financial or accounting officer of the Company.  Any such pro forma calculation may include adjustments appropriate, in the reasonable determination of the Company, as set forth in an Officer’s Certificate, to reflect (A) operating expense reductions and other operating improvements or synergies reasonably expected to result from any acquisition or disposition and (B) all adjustments of the nature used in connection with the calculation of “Adjusted EBITDA” as set forth in footnote (9) to the “Summary Historical Consolidated Financial and Operating Data” under “Summary” in the Offering Memorandum to the extent such adjustments, without duplication, continue to be applicable to such Four Quarter Period; provided that (x) such operating expense reductions and other operating improvements or synergies are reasonably identifiable and factually supportable and (y) such actions are reasonably expected to be taken no later than six months after such transaction.

“Consolidated Income Tax Expense” of any Person means, for any period, the provision for federal, state, local and foreign income taxes of such Person and its consolidated Restricted Subsidiaries for such period as determined in accordance with GAAP.

“Consolidated Interest Expense” of any Person means, without duplication, for any period, the sum of:

(a)the interest expense of such Person and its Restricted Subsidiaries for such period, on a consolidated basis, including, without limitation,

(1)amortization of debt discount,

(2)the net cost (benefit) associated with Interest Rate Agreements (including amortization of discounts),

(3)the interest portion of any deferred payment obligation,

8

(4)all commissions, discounts and other fees and charges owed with respect to letters of credit and bankers acceptance and

(5)accrued interest,

and excluding (i) accretion or accrual of discounted liabilities not constituting Indebtedness, (ii) any expense resulting from the discounting of Indebtedness in connection with the application of recapitalization accounting or, if applicable, purchase accounting, (iii) any additional interest payable pursuant to the Registration Rights Agreement and any comparable “additional interest” with respect to other securities and (iv) amortization of deferred financing fees, debt issuance costs, commissions, fees and expenses; plus

(b)(1) the interest component of the Capital Lease Obligations paid, accrued and/or scheduled to be paid or accrued by such Person and its Restricted Subsidiaries during such period and

(2)all capitalized interest of such Person and its Restricted Subsidiaries, plus

(c)the interest expense under any Guaranteed Debt of such Person and any Restricted Subsidiary to the extent not included under clause (a) above, whether or not paid by such Person or its Restricted Subsidiaries, plus

(d)dividend requirements of the Company with respect to Redeemable Capital Stock and of any Restricted Subsidiary with respect to Preferred Stock (except, in either case, dividends payable solely in shares of Qualified Capital Stock of the Company or such Restricted Subsidiary, as the case may be), less

(e)interest income of such Person and its Restricted Subsidiaries.

“Consolidated Net Income (Loss)” of any Person means, for any period, the consolidated net income (or loss) of such Person and its Restricted Subsidiaries for such period on a consolidated basis as determined in accordance with GAAP, adjusted, to the extent included in calculating such net income (or loss), by excluding, without duplication:

(1)all extraordinary gains or losses net of taxes (less all fees and expenses relating thereto);

(2)the portion of net income (or loss) of such Person and its Restricted Subsidiaries on a consolidated basis allocable to minority interests in unconsolidated Persons or Unrestricted Subsidiaries to the extent that cash dividends or distributions have not actually been received by such Person or one of its consolidated Restricted Subsidiaries;

(3)any gain or loss, net of taxes, realized upon the termination of any employee pension benefit plan and any non-cash charges incurred relating to the underfunded portion of any pension plan;

(4)gains or losses, net of taxes (less all fees and expenses relating thereto), in respect of dispositions of assets other than in the ordinary course of business;

(5)solely for purposes of determining the amount available for Restricted Payments pursuant to Section 4.04(a)(3)(A), the net income of any Restricted Subsidiary that is not a

9

Guarantor to the extent that the declaration of dividends or similar distributions by that Restricted Subsidiary of that income is not at the time permitted, directly or indirectly, by operation of the terms of its charter, any agreement, or applicable law, except to the extent of the amount of dividends or other distributions actually paid to the Company or any Restricted Subsidiary;

(6)any net gain or loss arising from the acquisition of any securities or extinguishment or conversion of any Indebtedness or Hedging Obligations of such Person;

(7)any non-cash goodwill or asset impairment charges, any non-cash write downs attributable to joint ventures held by the Issuers or any of their Restricted Subsidiaries and the amortization of intangibles, in each case pursuant to GAAP;

(8)any non-cash charges resulting from the application of SFAS No. 123 and any other non-cash compensation charges or other non-cash expenses or charges arising from the grant of or issuance or repricing of stock, stock options or other equity based awards or any amendment, modification, substitution or change of any such stock, stock options or other equity based awards;

(9)all deferred financing costs written off, and premiums paid, in connection with any early extinguishment of Indebtedness;

(10)the cumulative effect of a change in accounting principles during such period and any amounts attributable to LIFO (“last in-first out”) inventory adjustments;

(11)unrealized gains and losses from Hedging Obligations or “embedded derivatives” that require the same accounting treatment as Hedging Obligations; and

(12)any purchase accounting adjustments (including, without limitation, the impact of writing up inventory, deferred marketing and deferred financing costs or deferred revenue at fair value), amortizations, impairments, write-offs, or non-cash charges with respect to purchase accounting with respect to any acquisitions, disposition, merger, consolidation, amalgamation or similar transactions.

Notwithstanding the foregoing, for the purposes of Section 4.04 only, there shall be excluded from Consolidated Net Income any income arising from any sale or other disposition of Restricted Investments made by the Company and its Restricted Subsidiaries, any repurchases and redemptions of Restricted Investments from the Company and its Restricted Subsidiaries, any repayments of loans and advances which constitute Restricted Investments by the Company or any of its Restricted Subsidiaries, any sale of the stock of an Unrestricted Subsidiary or any distribution or dividend from an Unrestricted Subsidiary, in each case only to the extent such amounts increase the amount of Restricted Payments permitted under such covenant pursuant to Section 4.04(a)(3)(E).

“Consolidated Net Tangible Assets” of any Person means, for any period, the total amount of assets (less applicable reserves and other properly deductible items) after deducting (1) all current liabilities and (2) all goodwill, trade names, trademarks, patents, unamortized debt discount and expense and other intangibles, all as set forth on the Company’s most recent consolidated balance sheet and computed in accordance with GAAP on a pro forma basis to give effect to any acquisition or disposition of assets outside the ordinary course of business made after such balance sheet date and on or prior to the date of determination.

10

“Consolidated Non-cash Charges” of any Person means, for any period, the aggregate depreciation, amortization and other non-cash charges of such Person and its Restricted Subsidiaries on a consolidated basis for such period, as determined in accordance with GAAP (excluding any non-cash charge which requires an accrual or reserve for cash charges for any future period).

“Consolidated Total Debt” means, as of any date of determination, an amount equal to the aggregate principal amount of all outstanding Indebtedness of the Company and its Restricted Subsidiaries that would be required to be reflected on a consolidated balance sheet (excluding the notes thereto) of the Company as of such date.

“Consolidated Total Debt Ratio” means, as of any date of determination, the ratio of (a) Consolidated Total Debt on the date of determination to (b) Consolidated EBITDA of the Company and its Restricted Subsidiaries for the most recent four fiscal quarter period ending prior to such date for which the Company has internal consolidated financial statements available, in each case with such pro forma adjustments to Consolidated EBITDA as are consistent with the pro forma adjustment provisions set forth in the definition of “Consolidated Fixed Charge Coverage Ratio.”

“Corporate Trust Office of the Trustee” shall be at the address of the Trustee specified in Section 15.02 or such other address as to which the Trustee may give notice to the Holders and the Issuers.

“Credit Agreement” means the Credit Agreement dated as of the Issue Date among Tops Markets, the Company, the Guarantors, the various lenders and agents party thereto and Bank of America, N.A. as Administrative Agent, together with any amendments, supplements, modifications, extensions, renewals, restatements or refundings thereof and any indentures or credit facilities or commercial paper facilities with banks or other institutional lenders or investors that replace, refund or refinance any part of the loans, notes, other credit facilities or commitments thereunder, including any such replacement, refunding or refinancing facility or indenture that increases the amount borrowable thereunder, alters the maturity thereof or adds Restricted Subsidiaries as additional borrowers or guarantors thereunder and whether by the same or any other agent, lender, group of lenders or investors.

“Credit Facility” means one or more credit or debt facilities (including, without limitation, any credit or debt facilities provided under the Credit Agreement), commercial paper facilities or other debt instruments, indentures or agreements, providing for revolving credit loans, term loans, notes, securities, letters of credit or other debt obligations, in each case, as amended, restated, modified, renewed, refunded, restructured, supplemented, replaced or refinanced in whole or in part from time to time, including without limitation any amendment increasing the amount of Indebtedness incurred or available to be borrowed thereunder, extending the maturity of any Indebtedness incurred thereunder or contemplated thereby or deleting, adding or substituting one or more parties thereto (whether or not such added or substituted parties are banks or other lenders).

“Currency Agreements” means foreign exchange contracts, currency swap agreements or other similar agreements or arrangements designed to protect against the fluctuations in currency values.

“Custodian” means the Paying Agent and Registrar, as custodian with respect to the Notes in global form, or any successor entity thereto.

“Default” means any event which is, or after notice or passage of time or both would be, an Event of Default.

11

“Definitive Note” means a certificated Note registered in the name of the Holder thereof and issued in accordance with Section 2.06(c), (e) or (f), substantially in the form of Exhibit A hereto, except that such Note shall not bear the Global Note Legend and shall not have the “Schedule of Exchanges of Interests in the Global Note” attached thereto.

“Depositary” means, with respect to the Notes issuable or issued in whole or in part in global form, the Person specified in Section 2.03 as the Depositary with respect to the Notes, and any and all successors thereto appointed as Depositary hereunder and having become such pursuant to the applicable provision of this Indenture.

“Designated Non-cash Consideration” means the Fair Market Value, as set forth in an Officer’s Certificate, of non-cash consideration received by the Company or any of its Restricted Subsidiaries in connection with an Asset Sale.

“Discharge of ABL Obligations” has the meaning provided in the Intercreditor Agreement.

“Disinterested Director” means, with respect to any transaction or series of related transactions, a member of the Board of Directors of the Company who does not have any material direct or indirect financial interest in or with respect to such transaction or series of related transactions.

“EDS” means Electronic Data Services Corporation.

“Equity Offering” means any public offering or private sale for cash of common stock or Preferred Stock (other than Redeemable Capital Stock) of the Company or, to the extent the proceeds are contributed to the Company, a direct or indirect parent company of the Company (other than public offerings with respect to a registration statement on Form S-4 (or any successor form covering substantially the same transactions), Form S-8 (or any successor form covering substantially the same transactions) or otherwise relating to equity securities issuable under any employee benefit plan of the Company).

“Euroclear” means Euroclear Bank S.A./N.V., as operator of the Euroclear system.

“Exchange Act” means the Securities Exchange Act of 1934, as amended, or any successor statute, and the rules and regulations promulgated by the SEC thereunder.

“Exchange Notes” means any notes issued in exchange for the Notes pursuant to Section 2.06(f).

“Exchange Offer” has the meaning set forth in the Registration Rights Agreement.

“Exchange Offer Registration Statement” has the meaning set forth in the Registration Rights Agreement.

“Excluded Property” has the meaning set forth in the Security Agreement.

“Fair Market Value” means, with respect to any asset or property, the sale value that would be obtained in an arm’s-length transaction between an informed and willing seller under no compulsion to sell and an informed and willing buyer under no compulsion to buy.  Fair Market Value shall be determined by the Board of Directors of the Company acting in good faith if the Fair Market Value exceeds $15.0 million, otherwise, by the principal financial officer of the Company acting in good faith.

12

“Foreign Subsidiary” means any Restricted Subsidiary of an Issuer that (x) is not organized under the laws of the United States of America or any State thereof or the District of Columbia, or (y) was organized under the laws of the United States of America or any State thereof or the District of Columbia that has no material assets other than Capital Stock of one or more foreign entities of the type described in clause (x) above and is not a guarantor of Indebtedness under the Credit Agreement.

“Franchise Deposits” means the net balances paid by the franchisees of the Company or its Restricted Subsidiaries under the terms of their respective franchise agreements.

“Generally Accepted Accounting Principles” or “GAAP” means generally accepted accounting principles set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Public Company Accounting Oversight Board or the Financial Accounting Standards Board or in such other statements by such other entity as have been approved by a significant segment of the accounting profession, which are in effect on the Issue Date.

“Global Note Legend” means the legend set forth in Section 2.06(g)(ii), which is required to be placed on all Global Notes issued under this Indenture.

“Global Notes” means, individually and collectively, each of the Restricted Global Notes and the Unrestricted Global Notes, substantially in the form of Exhibit A hereto, issued in accordance with Section 2.01, 2.06(b), 2.06(d), 2.06(f) or 2.06(j).

“Government Securities” means securities that are:

(1)direct obligations of the United States of America for the timely payment of which its full faith and credit is pledged; or

(2)obligations of a Person controlled or supervised by and acting as an agency or instrumentality of the United States of America the timely payment of which is unconditionally guaranteed as a full faith and credit obligation by the United States of America,

which, in either case, are not callable or redeemable at the option of the Issuers thereof, and shall also include a depository receipt issued by a bank (as defined in Section 3(a)(2) of the Securities Act) as custodian with respect to any such Government Securities or a specific payment of principal of or interest on any such Government Securities held by such custodian for the account of the holder of such depository receipt; provided that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depository receipt from any amount received by the custodian in respect of the Government Securities or the specific payment of principal of or interest on the Government Securities evidenced by such depository receipt.

“Guarantee” means the guarantee by any Guarantor of the Issuers’ Indenture Obligations.

“Guaranteed Debt” of any Person means, without duplication, all Indebtedness of any other Person referred to in the definition of “Indebtedness” below guaranteed directly or indirectly in any manner by such Person, or in effect guaranteed directly or indirectly by such Person through an agreement:

(1)to pay or purchase such Indebtedness or to advance or supply funds for the payment or purchase of such Indebtedness;

13

(2)to purchase, sell or lease (as lessee or lessor) property, or to purchase or sell services, primarily for the purpose of enabling the debtor to make payment of such Indebtedness or to assure the holder of such Indebtedness against loss;

(3)to supply funds to, or in any other manner invest in, the debtor (including any agreement to pay for property or services without requiring that such property be received or such services be rendered);

(4)to maintain working capital or equity capital of the debtor, or otherwise to maintain the net worth, solvency or other financial condition of the debtor or to cause such debtor to achieve certain levels of financial performance; or

(5)otherwise to assure a creditor against loss;

provided that the term “Guaranteed Debt” shall not include (i) endorsements for collection or deposit, in either case in the ordinary course of business or (ii) any guarantee by the Company or any of its Restricted Subsidiaries of obligations in respect of customers for check cashing and short term lending products in the ordinary course of business consistent with industry standards.

“Guarantor” means any Subsidiary of the Company (other than Tops Markets) which is a guarantor of the Notes, including any Person that is required after the Issue Date to execute a Guarantee of the Notes pursuant to Section 4.08 until such Person’s Guarantee is released in accordance with this Indenture or until a successor replaces such Person pursuant to Section 5.01 and, thereafter, shall mean such successor.

“Hedging Obligations” means the obligations under Currency Agreements, Commodity Price Protection Agreements and Interest Rate Agreements.

“Holder” means the Person in whose name a Note is registered in the Note Register.

“Indebtedness” means, with respect to any Person, without duplication:

(1)all indebtedness of such Person for borrowed money or for the deferred purchase price of property or services, excluding any trade payables and other accrued current liabilities arising in the ordinary course of business, but including, without limitation, all obligations, contingent or otherwise, of such Person in connection with any letters of credit issued under letter of credit facilities, acceptance facilities or other similar facilities;

(2)all obligations of such Person evidenced by bonds, notes, debentures or other similar instruments;

(3)all indebtedness created or arising under any conditional sale or other title retention agreement with respect to property acquired by such Person (even if the rights and remedies of the seller or lender under such agreement in the event of default are limited to repossession or sale of such property), but excluding trade payables arising in the ordinary course of business;

(4)all obligations under Interest Rate Agreements, Currency Agreements or Commodity Price Protection Agreements of such Person (the amount of any such obligations to be equal at any time to the termination value of such agreement or arrangement giving rise to such obligation that would be payable by such Person at such time);

14

(5)all Capital Lease Obligations of such Person;

(6)all Indebtedness referred to in clauses (1) through (5) above of other Persons, the payment of which is secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien, upon or with respect to property (including, without limitation, accounts and contract rights) owned by such Person, other than a pledge of Capital Stock of an Unrestricted Subsidiary to secure Indebtedness of such Unrestricted Subsidiary, even though such Person has not assumed or become liable for the payment of such Indebtedness; provided the amount of Indebtedness will be the lesser of the Fair Market Value of such property on the date of determination and the amount of Indebtedness of such other Person;

(7)all Guaranteed Debt of such Person;

(8)all Redeemable Capital Stock issued by such Person or Preferred Stock of a Restricted Subsidiary (other than an Issuer) of such Person that is not a Guarantor valued at the greater of its voluntary or involuntary maximum fixed repurchase price plus accrued and unpaid dividends;

(9)all amounts outstanding and other obligations of such Person in respect of a Qualified Securitization Transaction; and

(10)attributable debt with respect to sale and leaseback transactions.

For purposes hereof, the “maximum fixed repurchase price” of any Redeemable Capital Stock which does not have a fixed repurchase price shall be calculated in accordance with the terms of such Redeemable Capital Stock as if such Redeemable Capital Stock were purchased on any date on which Indebtedness shall be required to be determined pursuant to this Indenture, and if such price is based upon, or measured by, the Fair Market Value of such Redeemable Capital Stock, such Fair Market Value to be determined in good faith by the Board of Directors of the issuer of such Redeemable Capital Stock.

“Indenture” means this Indenture, as amended or supplemented from time to time.

“Indenture Obligations” means the obligations of the Issuers and any other obligor under this Indenture or under the Notes, including any Guarantor, to pay principal of, premium, if any, and interest when due and payable, and all other amounts due or to become due under or in connection with this Indenture, the Notes and the performance of all other obligations to the Trustee and the holders under this Indenture and the Notes, according to the respective terms thereof.

“Indirect Participant” means a Person who holds a beneficial interest in a Global Note through a Participant.

“Initial Notes” has the meaning set forth in the recitals hereto.

“Initial Purchasers” means Morgan Stanley & Co. Incorporated, Banc of America Securities LLC and HSBC Securities (USA) Inc.

“Insolvency or Liquidation Proceeding” means:

(1)any case commenced by or against the Issuers or any Guarantor under any Bankruptcy Law for the relief of debtors, any other proceeding for the reorganization, recapitalization or adjustment or marshalling of the assets or liabilities of the Issuers or any Guarantor, any receivership

15

or assignment for the benefit of creditors relating to the Issuers or any Guarantor or any similar case or proceeding relative to the Issuers or any Guarantor or its creditors, as such, in each case whether or not voluntary;

(2)any liquidation, dissolution, marshalling of assets or liabilities or other winding up of or relating to the Issuers or any Guarantor, in each case whether or not voluntary and whether or not involving bankruptcy or insolvency; or

(3)any other proceeding of any type or nature in which substantially all claims of creditors of the Issuers or any Guarantor are determined and any payment or distribution is or may be made on account of such claims.

“Institutional Accredited Investor” means an institution that is an “accredited investor” as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act, who is not also a QIB.

“Intercreditor Agreement” means the Intercreditor Agreement dated as of the Issue Date by and among Bank of America, N.A., as agent under the Credit Agreement, and the Trustee, the Collateral Agent, as acknowledged by the Issuers and the Guarantors, as amended, modified, restated, supplemented or replaced from time to time.

“Interest Payment Date” means April 15 and October 15 of each year to Maturity.

“Interest Rate Agreements” means interest rate protection agreements (including, without limitation, interest rate swaps, caps, floors, collars and similar agreements) and/or other types of interest rate hedging agreements or arrangements designed to protect against or manage exposure to fluctuations in interest rates in respect of Indebtedness of the Company or any Restricted Subsidiary.

“Investment” means, with respect to any Person, directly or indirectly, any advance, loan (including guarantees), or other extension of credit or capital contribution to (by means of any transfer of cash or other property to others or any payment for property or services for the account or use of others), or any purchase, acquisition or ownership by such Person of any Capital Stock, bonds, notes, debentures or other securities issued by any other Person and all other items that would be classified as investments on a balance sheet (excluding the footnotes) prepared in accordance with GAAP.  “Investment” shall exclude direct or indirect advances to customers or suppliers in the ordinary course of business that are, in conformity with GAAP, recorded as accounts receivable, prepaid expenses or deposits on the Company’s or any Restricted Subsidiary’s balance sheet, endorsements for collection or deposit arising in the ordinary course of business and extensions of trade credit on commercially reasonable terms in accordance with normal trade practices.  If the Company or any Restricted Subsidiary of an Issuer sells or otherwise disposes of any Capital Stock of any direct or indirect Restricted Subsidiary of an Issuer such that, after giving effect to any such sale or disposition, such Person is no longer a Restricted Subsidiary of an Issuer (other than the sale of all of the outstanding Capital Stock of such Subsidiary), the Company will be deemed to have made an Investment on the date of such sale or disposition equal to the Fair Market Value of the Company’s Investments in such Subsidiary that were not sold or disposed of in an amount determined as provided in Section 4.04.

“Issue Date” means the original issue date of the Notes under this Indenture.

“Issuers” means Tops Holding Corporation, a corporation incorporated under the laws of the State of Delaware, until a successor Person shall have become such pursuant to the applicable provisions of this Indenture and Tops Markets, LLC, a limited liability company formed under the laws of the

16

State of New York, until a successor Person shall have become such pursuant to the applicable provisions of this Indenture, and thereafter “Issuers” shall mean each such successor Person.

“Letter of Transmittal” means the letter of transmittal to be prepared by the Issuers and sent to all Holders of the Notes for use by such Holders in connection with the Exchange Offer.

“Lien” means any mortgage or deed of trust, charge, pledge, lien (statutory or otherwise), privilege, security interest, assignment, easement, hypothecation, claim, preference, priority or other encumbrance upon or with respect to any property of any kind (including any conditional sale, capital lease or other title retention agreement, any leases in the nature thereof, and any agreement to give any security interest), real or personal, movable or immovable, now owned or hereafter acquired; provided that in no event shall an operating lease be deemed to constitute a Lien.  A Person will be deemed to own subject to a Lien any property which it has acquired or holds subject to the interest of a vendor or lessor under any conditional sale agreement, Capital Lease Obligation or other title retention agreement.

“Maturity” means, when used with respect to the Notes, the date on which the principal of the Notes becomes due and payable as therein provided or as provided in this Indenture, whether at Stated Maturity, the offer date or the Redemption Date and whether by declaration of acceleration, Offer in respect of Excess Proceeds, Change of Control Offer in respect of a Change of Control, call for redemption or otherwise.

“Moody’s” means Moody’s Investors Service, Inc. and any successor to its rating agency business.

“Net Cash Proceeds” means:

(a)with respect to any Asset Sale by any Person, the proceeds thereof (without duplication in respect of all Asset Sales) in the form of cash or Cash Equivalents including payments in respect of deferred payment obligations when received in the form of, or stock or other assets when disposed of for, cash or Cash Equivalents (except to the extent that such obligations are financed or sold with recourse to the Company or any Restricted Subsidiary) net of:

(1)brokerage commissions and other reasonable fees and expenses (including, without limitation, fees and expenses of counsel and investment bankers) related to such Asset Sale,

(2)provisions for all taxes payable as a result of such Asset Sale,

(3)except in the case of Liens ranking junior to the Liens securing the Notes, payments made to retire Indebtedness where payment of such Indebtedness is secured by the assets or properties the subject of such Asset Sale,

(4)in the case of an Asset Sale by a Restricted Subsidiary, distributions and other payments made to minority shareholders, partners or members of such Restricted Subsidiary as a result of such Asset Sale,

(5)amounts required to be paid to any Person (other than the Company or any Restricted Subsidiary) owning a beneficial interest in the assets subject to the Asset Sale, and

17

(6)appropriate amounts to be provided by the Company or any Restricted Subsidiary, as the case may be, as a reserve, in accordance with GAAP, against any liabilities associated with such Asset Sale and retained by the Company or any Restricted Subsidiary, as the case may be, after such Asset Sale, including, without limitation, pension and other post-employment benefit liabilities, liabilities related to environmental matters and liabilities under any indemnification obligations associated with such Asset Sale; and

(b)with respect to any issuance or sale of Subordinated Indebtedness, or Capital Stock, or debt securities or Capital Stock that have been converted into or exchanged for Capital Stock as referred to in Section 4.04, the proceeds of such issuance or sale in the form of cash or Cash Equivalents including payments in respect of deferred payment obligations when received in the form of, or stock or other assets when disposed of for, cash or Cash Equivalents (except to the extent that such obligations are financed or sold with recourse to the Company or any Restricted Subsidiary), net of attorney’s fees, accountant’s fees and brokerage, consultation, underwriting and other fees and expenses actually incurred in connection with such issuance or sale and net of taxes paid or payable as a result thereof.

“Non-recourse Indebtedness” means, with respect to any Person, Indebtedness of such Person as to which the Company and any Restricted Subsidiary may not be directly or indirectly liable (by virtue of the Company or any such Restricted Subsidiary being the primary obligor on, guarantor of, or otherwise liable in any respect to, such Indebtedness except for a Lien on the Capital Stock of an Unrestricted Subsidiary to the creditors thereof which is not recourse to any other assets of the Company or a Restricted Subsidiary), and which, upon the occurrence of a default with respect to such Indebtedness, does not result in, or permit any holder of any Indebtedness of the Company or any Restricted Subsidiary to declare, a default on such Indebtedness of the Company or any Restricted Subsidiary or cause the payment of Indebtedness of the Company or any Restricted Subsidiary to be accelerated or payable prior to its Stated Maturity.

“Non-Guarantor Restricted Subsidiary” means a Restricted Subsidiary that is designated by the Company as a Non-Guarantor Restricted Subsidiary, as evidenced by a resolution of the Company’s Board of Directors.

“Non-U.S. Person” means a Person who is not a U.S. Person.

“Note Liens” means all Liens in favor of the Collateral Agent on Collateral securing the Indenture Obligations and any Permitted Additional Pari Passu Obligations.

“Notes” means any Note authenticated and delivered under this Indenture including Initial Notes, Exchange Notes and any Additional Notes.

“Notes Priority Collateral” has the meaning given such term by the Intercreditor Agreement.

“Obligations” means any principal, premium, interest (including any interest accruing subsequent to the filing of a petition in bankruptcy, reorganization or similar proceeding at the rate provided for in the documentation with respect thereto, whether or not such interest is an allowed claim under applicable state, federal or foreign law), penalties, fees, indemnifications, reimbursements (including reimbursement obligations with respect to letters of credit and banker’s acceptances), damages and other liabilities, and guarantees of payment of such principal, interest, penalties, fees, indemnifications, reimbursements, damages and other liabilities, payable under the documentation governing any Indebtedness.

18

“Offering Memorandum” means the offering memorandum, dated October 1, 2009, relating to the sale of the Initial Notes.

“Officer” means the chairman of the Board of Directors, the chief executive officer, chief financial officer, the president, any executive vice president, senior vice president or vice president, the treasurer or the secretary of the Company.

“Officer’s Certificate” means a certificate signed on behalf of the Company by an Officer of the Company, who must be the principal executive officer, the principal financial officer or the principal accounting officer of the Company, that meets the requirements set forth in this Indenture.

“OID Legend”  means the legend set forth in Section 2.06(g)(iv) to be placed on all Notes issued under this Indenture that have more than a de minimis amount of original issue discount for U.S. federal income tax purposes.

“Opinion of Counsel” means a written opinion from legal counsel who is reasonably acceptable to the Trustee.  The counsel may be an employee of or counsel to the Issuers or the Trustee.

“Pari Passu Indebtedness” means any Indebtedness of the Issuers or any Guarantor that is not contractually subordinated to the Notes or the Guarantees.

“Participant” means, with respect to the Depositary, Euroclear or Clearstream, a Person who has an account with the Depositary, Euroclear or Clearstream, respectively (and, with respect to DTC, shall include Euroclear and Clearstream).

“Permitted Additional Pari Passu Obligations” means obligations under any Additional Notes or any other Indebtedness (whether or not consisting of Additional Notes) secured by the Note Liens; provided that immediately after giving effect to the incurrence of such Permitted Additional Pari Passu Obligations, the Consolidated Total Debt Ratio of the Company and its Restricted Subsidiaries would be less than or equal to 4.25:1.0; provided that (i) the trustee or agent under such Permitted Additional Pari Passu Obligation executes a joinder agreement to the Security Agreement in the form attached thereto agreeing to be bound thereby and (ii) the Issuers have designated such Indebtedness as “Permitted Additional Pari Passu Obligations” under the Security Agreement.

“Permitted Business” means the business conducted by the Company and its Restricted Subsidiaries on the Issue Date and any business similar, reasonably related, complementary, incidental or ancillary thereto, including reasonably related extensions or expansions thereof.

“Permitted Holders” means (i) each of the Sponsors, (ii) each member of management of the Issuers who are holders of Capital Stock of the Company and (iii) any “group” (within the meaning of Section 13(d) or Section 14(d) of the Exchange Act or any successor provision) of which any of the foregoing Persons is a member, provided that in the case of such “group” and without giving effect to the existence of such “group” or any other “group,” such Sponsors and members of management, collectively, have beneficial ownership, directly or indirectly, of more than 50% of the total voting power of the Voting Stock of the Company or any of its direct or indirect parent entities held by such “group.”  Any person or group whose acquisition of beneficial ownership constitutes a Change of Control in respect of which a Change of Control offer is made in accordance with the requirements of Section 4.09 will thereafter, together with its Affiliates, constitute a Permitted Holder.

19

“Permitted Investment” means:

(1)Investments in the Company or any Restricted Subsidiary (other than a Securitization Entity and other than a transfer of Notes Priority Collateral to a Restricted Subsidiary that is not a Guarantor) or any Person which, as a result of such Investment, (a) becomes a Restricted Subsidiary (other than a Securitization Entity) or (b) is merged or consolidated with or into, or transfers or conveys substantially all of its assets to, or is liquidated into, the Company or any Restricted Subsidiary (other than a Securitization Entity);

(2)Investments in Cash Equivalents;

(3)Investments acquired by the Company or any Restricted Subsidiary in connection with an Asset Sale permitted by Section 4.07 to the extent such Investments are non-cash proceeds as permitted under such covenant;

(4)Investments by the Company or a Restricted Subsidiary in a Securitization Entity in connection with a Qualified Securitization Transaction, which Investment is in the good faith determination of the Company necessary or advisable to effect such Qualified Securitization Transaction;

(5)(x) Investments in existence on the Issue Date and (y) an Investment in any Person to the extent such Investment replaces or refinances an Investment covered by clause (x) above or this clause (y) in an amount not exceeding the amount of the Investment being replaced or refinanced; provided, however, that the Investment under clause (y) is on terms and conditions not materially less favorable to the Company and its Restricted Subsidiaries taken as a whole than the Investment being replaced or refinanced;

(6)Investments acquired in exchange for the issuance of Capital Stock (other than Redeemable Capital Stock of the Company or a Restricted Subsidiary or Preferred Stock of a Restricted Subsidiary) or acquired with the net cash proceeds received by the Company after the Issue Date from the issuance and sale of Capital Stock (other than Redeemable Capital Stock of the Company or a Restricted Subsidiary or Preferred Stock of a Restricted Subsidiary); provided that such Net Cash Proceeds are used to make such Investment within 30 days of the receipt thereof and the amount of all such Net Cash Proceeds will be excluded from Section 4.04(a)(3)(B);

(7)Investments in prepaid expenses, negotiable instruments held for collection and lease, utility and worker’s compensation, performance and other similar deposits provided to third parties in the ordinary course of business;

(8)loans or advances to employees of the Issuers for bona fide business purposes of the Issuers and any Restricted Subsidiaries (including, without limitation, travel, entertainment and moving expenses) made in compliance with applicable law;

(9)any Investments received in good faith in settlement or compromise of obligations of trade creditors or customers that were incurred in the ordinary course of business, including pursuant to any plan of reorganization or similar arrangement upon the bankruptcy or insolvency of any trade creditor or customer or as a result of a foreclosure by the Company or a Restricted Subsidiary with respect to any secured Investment or other transfer of title with respect to any secured Investment in default;

20

(10)other Investments in the aggregate amount outstanding at any one time not to exceed $20.0 million;

(11)Hedging Obligations permitted under Section 4.03(b)(6);

(12)guarantees of Indebtedness permitted under Section 4.03(b)(5);

(13)Investments consisting of purchases and acquisitions of inventory, supplies, material or equipment; and

(14)advances to, or guarantees of Indebtedness of, employees not in excess of $2.5 million outstanding at any one time, in the aggregate.

In connection with any assets or property contributed or transferred to any Person as an Investment, such property and assets shall be equal to the Fair Market Value at the time of Investment.

“Permitted Lien” means:

(a)any Lien existing as of the Issue Date;

(b)any Lien with respect to the Credit Agreement or any other Credit Facility so long as the aggregate principal amount outstanding under the Credit Agreement or any successor Credit Facility does not exceed the principal amount which could be borrowed under clause (1) of the definition of “Permitted Indebtedness;”

(c)any Lien arising by reason of

(1)any judgment, decree or order of any court, so long as such Lien is promptly adequately bonded and any appropriate legal proceedings which may have been duly initiated for the review of such judgment, decree or order shall not have been finally terminated or the period within which such proceedings may be initiated shall not have expired;

(2)taxes, assessments or other governmental charges or claims not yet delinquent or which are being contested in good faith;

(3)security for payment of workers’ compensation or other insurance and other social security legislation;

(4)good faith deposits in connection with tenders, leases, contracts (other than contracts for the payment of money);

(5)zoning restrictions, easements, licenses, reservations, title defects, rights of others for rights of way, utilities, sewers, electric lines, telephone or telegraph lines, and other similar purposes, provisions, covenants, conditions, waivers, restrictions on the use of property or minor irregularities of title (and with respect to leasehold interests, mortgages, obligations, liens and other encumbrances incurred, created, assumed or permitted to exist and arising by, through or under a landlord or owner of the leased property, with or without consent of the lessee), none of which materially impairs the use of any parcel of property material to the operation of the business of the Issuers or any Restricted Subsidiary or the value of such property for the purpose of such business;

21

(6)deposits to secure public or statutory obligations or levies, or in lieu of surety or appeal bonds;

(7)operation of law in favor of mechanics, carriers, warehousemen, landlords, materialmen, laborers, employees or suppliers, for sums which are not yet delinquent or are being contested in good faith by negotiations or by appropriate proceedings which suspend the collection thereof;

(8)receipt of progress payments and advances from customers in the ordinary course of business to the extent the same creates a Lien on the related inventory and proceeds thereof;

(9)operation of law in favor of customs and revenue authorities to secure the payment of customs duties in connection with the importation of goods;

(10)operation of law under Article 4 of the UCC in connection with the collection of items provided for therein or under Article 2 of the UCC in favor of a reclaiming seller of goods or buyer of goods; or

(11)consignment or similar arrangements for the sale by the Company or its Restricted Subsidiaries of goods through third parties in the ordinary course of business;

(d)any Lien securing Acquired Indebtedness created prior to (and not created in connection with, or in contemplation of) the incurrence of such Indebtedness by the Issuers or any Restricted Subsidiary and which does not extend to any assets other than the assets acquired;

(e)any Lien to secure the performance bids, trade contracts, leases (including, without limitation, statutory and common law landlord’s liens), subleases, warranty obligations, tenders, liability to insurance carriers, statutory obligations, surety and appeal bonds, letters of credit and other obligations of a like nature and incurred in the ordinary course of business of the Issuers or any Restricted Subsidiary;

(f)any Lien securing obligations under Interest Rate Agreements, Currency Agreements and Commodity Price Protection Agreements;

(g)any Lien securing Capital Lease Obligations or Purchase Money Obligations incurred in accordance with this Indenture (including, but not limited to, clause (7) of the definition of “Permitted Indebtedness”);

(h)leases and subleases of real property which do not materially interfere with the ordinary conduct of the business of the Issuers or any Restricted Subsidiary;

(i)banker’s Liens, rights of set-off or similar rights and remedies as to deposit accounts or other funds maintained with a depositary institution which are within the general parameters customary in the banking industry;

(j)Liens on property, assets or shares of stock of a Person at the time such Person becomes a Restricted Subsidiary; provided, however, that such Liens are not created, incurred or assumed in connection with, or in contemplation of, such other Person becoming a Restricted Subsidiary; provided, further, that any such Lien may not extend to any other property owned by the Issuers or any Restricted Subsidiary and assets fixed or appurtenant thereto;

22

(k)Liens securing Indebtedness or other obligations of a Restricted Subsidiary owing to the Issuers or another Restricted Subsidiary (other than a Securitization Entity);

(l)Liens securing the Notes and the Guarantees issued on the Issue Date (and any exchange notes and related Guarantees issued in exchange therefor);

(m)Liens on assets transferred to a Securitization Entity or on assets of a Securitization Entity, in either case incurred in connection with a Qualified Securitization Transaction;

(n)Liens on the assets of a Restricted Subsidiary that is not a Guarantor securing Indebtedness incurred in accordance with Section 4.03;

(o)Liens securing Permitted Additional Pari Passu Obligations;

(p)any extension, renewal, refinancing or replacement, in whole or in part, of any Lien described in the foregoing clauses (a) through (o) and this clause (p) so long as no additional collateral is granted as security thereby;

(q)Liens on property or assets securing Indebtedness used to defease or to satisfy and discharge the Notes; and

(r)in addition to the items referred to in clauses (a) through (q) above, Liens on property or assets of the Issuers or any Restricted Subsidiary securing obligations in an aggregate amount which, when taken together with the aggregate amount of all other Liens securing obligations incurred pursuant to this clause (r) and then outstanding, will not exceed $10.0 million.

“Person” means any individual, corporation, partnership, joint venture, association, joint stock company, trust, unincorporated organization, limited liability company or government or other entity.

“plan of reorganization” means any plan of reorganization, plan of liquidation, agreement for composition, or other type of plan of arrangement proposed in or in connection with any Insolvency or Liquidation Proceeding.

“Preferred Stock” means, with respect to any Person, any Capital Stock of any class or classes (however designated) which is preferred as to the payment of dividends or distributions, or as to the distribution of assets upon any voluntary or involuntary liquidation or dissolution of such Person, over the Capital Stock of any other class in such Person.

“Private Placement Legend” means the legend set forth in Section 2.06(g)(i) to be placed on all Notes issued under this Indenture, except where otherwise permitted by the provisions of this Indenture.

“Purchase Money Obligation” means any Indebtedness secured by a Lien on assets related to the business of the Issuers or a Restricted Subsidiary and any additions and accessions thereto, which are purchased or constructed by the Issuers or a Restricted Subsidiary at any time after the Issue Date; provided that:

(1)the security agreement or conditional sales or other title retention contract pursuant to which the Lien on such assets is created (collectively a “Purchase Money Security Agreement”) shall be entered into within 360 days after the purchase or substantial completion of the

23

construction of such assets and shall at all times be confined solely to the assets so purchased, constructed or acquired, any additions and accessions thereto and any proceeds therefrom;

(2)at no time shall the aggregate principal amount of the outstanding Indebtedness secured thereby be increased, except in connection with the purchase or construction of additions, improvements and accessions thereto and except in respect of fees and other obligations in respect of such Indebtedness; and

(3)(A) the aggregate outstanding principal amount of Indebtedness secured thereby (determined on a per asset basis in the case of any additions, improvements and accessions) shall not at the time such Purchase Money Security Agreement is entered into exceed 100% of the purchase price or cost of construction to the Issuers or their Restricted Subsidiaries of the assets subject thereto or (B) the Indebtedness secured thereby shall be with recourse solely to the assets so purchased or acquired, any additions and accessions thereto and any proceeds therefrom.

“QIB” means a “qualified institutional buyer” as defined in Rule 144A.

“Qualified Capital Stock” of any Person means any and all Capital Stock of such Person other than Redeemable Capital Stock.

“Qualified Securitization Transaction” means any transaction or series of transactions that may be entered into by the Issuers or any Restricted Subsidiary pursuant to which (a) the Issuers or any Restricted Subsidiary may sell, convey or otherwise transfer to a Securitization Entity its interests in Receivables and Related Assets and (b) such Securitization Entity transfers to any other Person, or grants a security interest in, such Receivables and Related Assets, pursuant to a transaction customary in the industry which is used to achieve a transfer of financial assets under GAAP.

“Receivables and Related Assets” means any account receivable (whether now existing or arising thereafter) of the Issuers or any Restricted Subsidiary, and any assets related thereto including all collateral securing such accounts receivable, all contracts and contract rights and all guarantees or other obligations in respect of such accounts receivable, proceeds of such accounts receivable and other assets which are customarily transferred or in respect of which security interests are customarily granted in connection with asset securitization transactions involving accounts receivable.

“Record Date” for the interest or Additional Interest, if any, payable on any applicable Interest Payment Date means the April 1 or October 1 (whether or not a Business Day) immediately preceding such Interest Payment Date.

“Redeemable Capital Stock” means any Capital Stock that, either by its terms or by the terms of any security into which it is convertible or exchangeable (at the option of the holders thereof), is or upon the happening of an event or passage of time would be, required to be redeemed (at the option of the holders thereof) prior to the Stated Maturity of the Notes (other than upon a change of control of or sale of assets by the Issuers or any Restricted Subsidiary in circumstances where the holders of the notes would have similar rights), or is convertible into or exchangeable for, debt securities at any time prior to the Stated Maturity of the Notes at the option of the holder thereof; provided, however, that (1) only the portion of such Capital Stock which so matures or is mandatorily redeemable, is so convertible or exchangeable or is so redeemable at the option of the holder thereof prior to such date shall be deemed to be Redeemable Capital Stock and (2) with respect to any Capital Stock issued to any employee or to any plan for the benefit of employees of the Company or its Subsidiaries or by any such plan to such employees, such Capital Stock shall not constitute Redeemable Capital Stock solely because it may be required to be repurchased by the Company or one of its Subsidiaries in order to satisfy applicable statutory or

24

regulatory obligations or as a result of such employees’ terminations, resignation, death or disability and (3) if any class of Capital Stock of such Person that by its terms authorizes such Person to satisfy its obligations thereunder by delivery of Capital Stock that is not Redeemable Capital Stock, such Capital Stock shall not be deemed to be Redeemable Capital Stock.

“Redemption Date” when used with respect to any Note to be redeemed pursuant to any provision in this Indenture means the date fixed for such redemption pursuant to this Indenture.

“Registration Rights Agreement” means (1) with respect to the Notes issued on the Issue Date, the Registration Rights Agreement, to be dated the Issue Date, among the Issuers, the Guarantors on the Issue Date and the Initial Purchasers and (2) with respect to any Additional Notes, any registration rights agreement among the Issuers, the Guarantors and the other parties thereto relating to the registration by the Issuers and the Guarantors of such Additional Notes under the Securities Act.

“Regulation S” means Regulation S promulgated under the Securities Act.

“Regulation S Global Note” means a Regulation S Temporary Global Note or a Regulation S Permanent Global Note, as appropriate.

“Regulation S Permanent Global Note”  means a Global Note substantially in the form of Exhibit A-1 hereto, bearing the Global Note Legend, the OID Legend and the Private Placement Legend and deposited with or on behalf of and registered in the name of the Depositary or its nominee, issued in a denomination equal to the outstanding principal amount of the Notes sold in reliance on Regulation S.

“Regulation S Temporary Global Note” means a temporary Global Note in the form of Exhibit A-2, bearing the OID Legend, the Private Placement Legend and the Regulation S Temporary Global Note Legend and deposited with or on behalf of and registered in the name of the Depositary or its nominee, issued in a denomination equal to the outstanding principal amount of the Notes initially sold in reliance on Rule 903 of Regulation S.

“Regulation S Temporary Global Note Legend” means the legend set forth in Section 2.06(g)(v) to be placed on the Regulation S Temporary Global Note.

“Replacement Assets” means (1) properties or assets to replace the properties or assets that were the subject of an Asset Sale, (2) properties and assets that will be used in businesses of the Issuers or any Restricted Subsidiary, as the case may be, existing at the time such assets are sold or (3) Capital Stock of a Person, the principal portion of whose assets consist of such property or assets; provided that in the case of a sale of Notes Priority Collateral substantially all of such replacement properties or assets constitute Notes Priority Collateral.

“Responsible Officer” means, when used with respect to the Trustee, any officer within the corporate trust department of the Trustee, including any vice president, assistant vice president, trust officer or any other officer of the Trustee who customarily performs functions similar to those performed by the Persons who at the time shall be such officers, respectively, or to whom any corporate trust matter is referred because of such Person’s knowledge of and familiarity with the particular subject and who shall have direct responsibility for the administration of this Indenture.

“Restricted Definitive Note” means a Definitive Note bearing the Private Placement Legend and the OID Legend.

25

“Restricted Global Note” means a Global Note bearing the Private Placement Legend and the OID Legend.

“Restricted Investment” means an Investment other than a Permitted Investment.

“Restricted Period” means the 40-day distribution compliance period as defined in Regulation S.

“Restricted Subsidiary” means any Subsidiary of either the Company (including Tops Markets) or Tops Markets that has not been designated by the Board of Directors of the Company by a board resolution delivered to the Trustee as an Unrestricted Subsidiary pursuant to and in compliance with Section 4.12.

“Rule 144” means Rule 144 promulgated under the Securities Act.

“Rule 144A” means Rule 144A promulgated under the Securities Act.

“Rule 903” means Rule 903 promulgated under the Securities Act.

“Rule 904” means Rule 904 promulgated under the Securities Act.

“S&P” means Standard & Poor’s, a division of The McGraw-Hill Companies, Inc., and any successor to its rating agency business.

“SEC” means the U.S. Securities and Exchange Commission.

“Securities Act” means the Securities Act of 1933, as amended, or any successor statute, and the rules and regulations promulgated by the SEC thereunder.

“Securitization Entity” means a Subsidiary of the Company to which the Issuers or any Subsidiary of the Issuers transfers Receivables and Related Assets that engages in no activities other than in connection with the financing of Receivables and Related Assets and that is designated by the Company’s Board of Directors (as provided below) as a Securitization Entity and:

(a)no portion of the Indebtedness or any other obligations (contingent or otherwise) of which:

(1)is guaranteed by the Issuers or any Restricted Subsidiary (excluding guarantees (other than the principal of, and interest on, Indebtedness) pursuant to Standard Securitization Undertakings);

(2)is recourse to or obligates the Issuers or any Restricted Subsidiary (other than such Securitization Entity) in any way other than pursuant to Standard Securitization Undertakings; or

(3)subjects any property or asset of the Issuers or any Restricted Subsidiary (other than such Securitization Entity), directly or indirectly, contingently or otherwise, to the satisfaction thereof, other than pursuant to Standard Securitization Undertakings;

(b)with which neither the Issuers nor any Restricted Subsidiary (other than such Securitization Entity) has any material contract, agreement, arrangement or understanding other

26

than on terms not materially less favorable to the Issuers or such Restricted Subsidiary than those that might be obtained at the time from Persons that are not Affiliates of the Issuers, other than fees payable in the ordinary course of business in connection with servicing accounts receivable; and

(c)to which neither Issuer nor any Restricted Subsidiary (other than such Securitization Entity) has any obligation to maintain or preserve such entity’s financial condition or cause such entity to achieve certain levels of operating results.

Any designation of a Subsidiary as a Securitization Entity shall be evidenced to the Trustee by delivering to the Trustee a certified copy of the resolution of the Board of Directors of the Company giving effect to the designation and an Officer’s Certificate certifying that the designation complied with the preceding conditions and was permitted by this Indenture.

“Securitization Fees” means reasonable distributions or payments made directly or by means of discounts with respect to any participation interest issued or sold in connection with, and other fees paid to a Person that is not a Securitization Entity in connection with any Qualified Securitization Transaction.

“Securitization Repurchase Obligation” means any obligation of a seller of Receivables and Related Assets in a Qualified Securitization Transaction to repurchase Receivables and Related Assets arising as a result of a breach of a representation, warranty or covenant or otherwise that are customary for an accounts receivable securitization transaction, including, without limitation, as a result of a receivable or portion thereof becoming subject to any asserted defense, dispute, off set or counterclaim of any kind as a result of any action taken by, any failure to take action by or any other event relating to the seller.

“Security Agreement” means the Security Agreement, dated as of October 9, 2009, by and among the Issuers, the Guarantors and the Collateral Agent, as the same may be amended, modified, restated, supplemented or replaced from time to time in accordance with its terms.

“Security Documents” means the Security Agreement, the Intercreditor Agreement and all of the security agreements, pledges, collateral assignments, mortgages, deeds of trust, trust deeds or other instruments evidencing or creating or purporting to create any security interests in favor of the Collateral Agent for its benefit and for the benefit of the Trustee and the holders of the Notes and the holders of any Permitted Additional Pari Passu Obligations, in all or any portion of the Collateral, as amended, modified, restated, supplemented or replaced from time to time.

“Shelf Registration Statement” means the Shelf Registration Statement as defined in the Registration Rights Agreement.

“Significant Subsidiary” means, at any time, any Restricted Subsidiary that qualifies at such time as a “significant subsidiary” within the meaning of Regulation S-X promulgated by the SEC (as in effect on the Issue Date).

“Sponsor Management Agreement” means the management agreement between certain of the management companies associated with the Sponsors and the Company or any of its direct or indirect parent entities.

27

“Sponsors” means Morgan Stanley Capital Partners V U.S. Holdco LLC, HSBC Private Equity Partners USA, LP, HSBC Private Equity Partners II USA, LP, and each of their respective Affiliates but not including, however, any of their respective portfolio companies.

“Standard Securitization Undertakings” means representations, warranties, covenants and indemnities entered into by the Issuers or any Restricted Subsidiary that are reasonably customary in an accounts receivable securitization transaction, including without limitation, those relating to the servicing of the assets of a Securitization Entity; it being understood that any Securitization Repurchase Obligation that is customary in a Qualified Securitization Transaction shall be deemed to be a Standard Securitization Undertaking.

“Stated Maturity” means, when used with respect to any Indebtedness or any installment of interest thereon, the dates specified in such Indebtedness as the fixed date on which the principal of such Indebtedness or such installment of interest, as the case may be, is due and payable.

“Subordinated Indebtedness” means Indebtedness of the Issuers or a Guarantor that is contractually subordinated in right of payment to the Notes or a Guarantee, as the case may be.

“Subsidiary” of a Person means:

(1)any corporation more than 50% of the outstanding voting power of the Voting Stock of which is owned or controlled, directly or indirectly, by such Person or by one or more other Subsidiaries of such Person, or by such Person and one or more other Subsidiaries thereof; or

(2)any limited partnership of which such Person or any Subsidiary of such Person is a general partner; or

(3)any other Person in which such Person, or one or more other Subsidiaries of such Person, or such Person and one or more other Subsidiaries, directly or indirectly, has more than 50% of the outstanding voting power of the partnership or similar interests.

“Transactions” means the issuance of the Notes and the borrowings under the Credit Agreement as in effect on the Issue Date, the repayment of Indebtedness of the Issuers and any Restricted Subsidiary, the payment of a distribution to the holders of the Capital Stock of the Company on, or within 30 days of, the Issue Date, as described in the Offering Memorandum, and any fees and expenses related to any of the foregoing.

“Transfer Agent” means the Person specified in Section 2.03 as the Transfer Agent, and any and all successors thereto, to receive on behalf of the Registrar any Notes or Exchange Notes for transfer or exchange pursuant to this Indenture.

“Treasury Rate” means, as of any Redemption Date, the yield to maturity as of such Redemption Date of United States Treasury securities with a constant maturity (as compiled and published in the most recent Federal Reserve Statistical Release H.15 (519) that has become publicly available at least two Business Days prior to the Redemption Date (or, if such Statistical Release is no longer published, any publicly available source of similar market data)) most nearly equal to the period from the Redemption Date to October 15, 2012; provided, however, that if the period from the Redemption Date to October 15, 2012 is less than one year, the weekly average yield on actually traded United States Treasury securities adjusted to a constant maturity of one year will be used.

28

“Trust Indenture Act” means the Trust Indenture Act of 1939, as amended, or any successor statute.

“Trust Monies” means all cash and Cash Equivalents:

(1)received by the Company upon the release of Collateral from the Lien of this Indenture or the Security Documents in connection with any Asset Sale; provided that any such cash or Cash Equivalents remaining after consummation of an Offer pursuant to Section 4.07 shall cease to be Trust Monies; or

(2)received by the Collateral Agent as proceeds of any sale or other disposition of all or any part of the Collateral by or on behalf of the Collateral Agent or any collection, recovery, receipt, appropriation or other realization of or from all or any part of the Collateral pursuant to this Indenture or any of the Security Documents;

provided, however, that Trust Monies shall in no event include (i) any property deposited with the Trustee for any redemption, legal defeasance or covenant defeasance of Notes, for the satisfaction and discharge of this Indenture or to pay the purchase price of the Notes and any Permitted Additional Pari Passu Obligations pursuant to an Offer in accordance with the terms of this Indenture, (ii) any cash received or applicable by the Trustee in payment of its fees and expenses or, (iii) prior to the Discharge of ABL Obligations, any amounts attributable to ABL Priority Collateral.

“Trustee” means U.S. Bank National Association, as trustee, until a successor replaces it in accordance with Section 7.08 and thereafter means the successor serving hereunder.

“UCC” means the Uniform Commercial Code as in effect from time to time in the State of New York; provided, however, that, at any time, if by reason of mandatory provisions of law, any or all of the perfection or priority of the Collateral Agent’s security interest in any item or portion of the Collateral is governed by the Uniform Commercial Code as in effect in a jurisdiction other that the State of New York, the term “UCC” shall mean the Uniform Commercial Code as in effect, at such time, in such other jurisdiction for purposes of the provisions hereof relating to such perfection or priority and for purposes of definitions relating to such provisions.

“Unrestricted Definitive Note” means one or more Definitive Notes that do not bear and are not required to bear the Private Placement Legend.

“Unrestricted Global Note” means a permanent Global Note, substantially in the form of Exhibit A attached hereto, that bears the Global Note Legend and the OID Legend and that has the “Schedule of Exchanges of Interests in the Global Note” attached thereto, and that is deposited with or on behalf of and registered in the name of the Depositary, representing Notes that do not bear the Private Placement Legend.

“Unrestricted Subsidiary” means any Subsidiary of the Company (other than an Issuer) designated as such pursuant to and in compliance with Section 4.12.

“U.S. Person” means a U.S. person as defined in Rule 902(k) under the Securities Act.

“Voting Stock” of a Person means Capital Stock of such Person of the class or classes pursuant to which the holders thereof have the general voting power under ordinary circumstances to elect at least a majority of the Board of Directors, managers or trustees of such Person (irrespective of whether

29

or not at the time Capital Stock of any other class or classes shall have or might have voting power by reason of the happening of any contingency).

Section 1.02Other Definitions.

Term	Defined in Section
“Authentication Order”	2.02
“Change of Control Offer”	4.09
“Change of Control Purchase Date”	4.09
“Change of Control Purchase Notice”	4.09
“Change of Control Purchase Price”	4.09
“Covenant Defeasance”	8.03
“Designation Amount”	4.12
“DTC”	2.03
“Event of Default”	6.01
“Excess Proceeds”	4.07
“incur”	4.03
“Legal Defeasance”	8.02
“Material Indebtedness”	6.01
“Note Register”	2.03
“Offer”	4.07
“Paying Agent”	2.03
“Permitted Indebtedness”	4.03
“Permitted Payment”	4.04
“refinancing”	4.04
“Registrar”	2.03
“Restricted Payment”	4.04
“Surviving Entity”	5.01
“Surviving Guarantor Entity”	5.01
“Tax Group”	4.04

Section 1.03Incorporation by Reference of Trust Indenture Act.

Whenever this Indenture refers to a provision of the Trust Indenture Act, the provision is incorporated by reference in and made a part of this Indenture.

The following Trust Indenture Act terms used in this Indenture have the following meanings:

“indenture securities” means the Notes;

“indenture security holder” means a Holder of a Note;

“indenture to be qualified” means this Indenture;

“indenture trustee” or “institutional trustee” means the Trustee; and

“obligor” on the Notes and the Guarantees means the Issuers and the Guarantors, respectively, and any successor obligor upon the Notes and the Guarantees, respectively.

30

All other terms used in this Indenture that are defined by the Trust Indenture Act, defined by Trust Indenture Act reference to another statute or defined by SEC rule under the Trust Indenture Act have the meanings so assigned to them.

Section 1.04Rules of Construction.

Unless the context otherwise requires:

(a)a term has the meaning assigned to it;

(b)an accounting term not otherwise defined has the meaning assigned to it in accordance with GAAP;

(c)“or” is not exclusive;

(d)words in the singular include the plural, and in the plural include the singular;

(e)“will” shall be interpreted to express a command;

(f)provisions apply to successive events and transactions;

(g)references to sections of, or rules under, the Securities Act shall be deemed to include substitute, replacement or successor sections or rules adopted by the SEC from time to time;

(h)unless the context otherwise requires, any reference to an “Article,” “Section” or “clause” refers to an Article, Section or clause, as the case may be, of this Indenture;

(i)the words “herein,” “hereof” and “hereunder” and other words of similar import refer to this Indenture as a whole and not any particular Article, Section, clause or other subdivision; and

(j)“including” means “including without limitation.”

Section 1.05Acts of Holders.

(a)Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by Holders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Holders in person or by an agent duly appointed in writing.  Except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments or record or both are delivered to the Trustee and, where it is hereby expressly required, to the Issuers.  Proof of execution of any such instrument or of a writing appointing any such agent, or the holding by any Person of a Note, shall be sufficient for any purpose of this Indenture and (subject to Section 7.01) conclusive in favor of the Trustee and the Issuers, if made in the manner provided in this Section 1.05.

(b)The fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness of such execution or by the certificate of any notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument or writing acknowledged to him the execution thereof.  Where such execution is by or on behalf of any legal entity other than an individual, such certificate or affidavit shall also constitute

31

proof of the authority of the Person executing the same.  The fact and date of the execution of any such instrument or writing, or the authority of the Person executing the same, may also be proved in any other manner that the Trustee deems sufficient.

(c)The ownership of Notes shall be proved by the Note Register.

(d)Any request, demand, authorization, direction, notice, consent, waiver or other action by the Holder of any Note shall bind every future Holder of the same Note and the Holder of every Note issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof, in respect of any action taken, suffered or omitted by the Trustee or the Issuers in reliance thereon, whether or not notation of such action is made upon such Note.

(e)The Issuers may, in the circumstances permitted by the Trust Indenture Act, set a record date for purposes of determining the identity of Holders entitled to give any request, demand, authorization, direction, notice, consent, waiver or take any other act, or to vote or consent to any action by vote or consent authorized or permitted to be given or taken by Holders.  Unless otherwise specified, if not set by the Issuers prior to the first solicitation of a Holder made by any Person in respect of any such action, or in the case of any such vote, prior to such vote, any such record date shall be the later of 30 days prior to the first solicitation of such consent or the date of the most recent list of Holders furnished to the Trustee prior to such solicitation.

(f)Without limiting the foregoing, a Holder entitled to take any action hereunder with regard to any particular Note may do so with regard to all or any part of the principal amount of such Note or by one or more duly appointed agents, each of which may do so pursuant to such appointment with regard to all or any part of such principal amount.  Any notice given or action taken by a Holder or its agents with regard to different parts of such principal amount pursuant to this paragraph shall have the same effect as if given or taken by separate Holders of each such different part.

(g)Without limiting the generality of the foregoing, a Holder, including DTC, that is the Holder of a Global Note may make, give or take, by a proxy or proxies duly appointed in writing, any request, demand, authorization, direction, notice, consent, waiver or other action provided in this Indenture to be made, given or taken by Holders, and DTC, as the Holder of a Global Note, may provide its proxy or proxies to the beneficial owners of interests in any such Global Note through such depositary’s standing instructions and customary practices.

(h)The Issuers may fix a record date for the purpose of determining the Persons who are beneficial owners of interests in any Global Note held by DTC entitled under the procedures of such depositary to make, give or take, by a proxy or proxies duly appointed in writing, any request, demand, authorization, direction, notice, consent, waiver or other action provided in this Indenture to be made, given or taken by Holders.  If such a record date is fixed, the Holders on such record date or their duly appointed proxy or proxies, and only such Persons, shall be entitled to make, give or take such request, demand, authorization, direction, notice, consent, waiver or other action, whether or not such Holders remain Holders after such record date.  No such request, demand, authorization, direction, notice, consent, waiver or other action shall be valid or effective if made, given or taken more than 90 days after such record date.

32

ARTICLE 2

THE NOTES

Section 2.01Form and Dating; Terms.

(a)General.  The Notes and the Trustee’s certificate of authentication shall be substantially in the form of Exhibit A hereto.  The Notes may have notations, legends or endorsements required by law, stock exchange rules or usage.  Each Note shall be dated the date of its authentication.  The Notes shall be in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof.

(b)Global Notes.  Notes issued in global form shall be substantially in the form of Exhibit A hereto (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto).  Notes issued in definitive form shall be substantially in the form of Exhibit A attached hereto (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto).  Each Global Note shall represent such of the outstanding Notes as shall be specified in the “Schedule of Exchanges of Interests in the Global Note” attached thereto and each shall provide that it shall represent up to the aggregate principal amount of Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as applicable, to reflect exchanges and redemptions.  Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby shall be made by the Trustee or the Custodian, at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.06.

Following the termination of the Restricted Period, beneficial interests in the Regulation S Temporary Global Note will be exchanged for beneficial interests in the Regulation S Permanent Global Note pursuant to the Applicable Procedures.  Simultaneously with the authentication of the Regulation S Permanent Global Note, the Trustee will cancel the Regulation S Temporary Global Note.  The aggregate principal amount of the Regulation S Temporary Global Note and the Regulation S Permanent Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depositary or its nominee, as the case may be, in connection with transfers of interest as hereinafter provided.

(c)Terms.  The aggregate principal amount of Notes that may be authenticated and delivered under this Indenture is unlimited.

The terms and provisions contained in the Notes shall constitute, and are hereby expressly made, a part of this Indenture and the Issuers, the Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby.  However, to the extent any provision of any Note conflicts with the express provisions of this Indenture, the provisions of this Indenture shall govern and be controlling.

The Notes shall be subject to repurchase by the Issuers pursuant to an Offer as provided in Section 4.07 or a Change of Control Offer as provided in Section 4.09.  The Notes shall not be redeemable, other than as provided in Article 3.

Additional Notes ranking pari passu with the Initial Notes may be created and issued from time to time by the Issuers without notice to or consent of the Holders and shall be consolidated with and form a single class with the Initial Notes and shall have the same terms as to status, redemption or otherwise (other than with respect to the purchase price thereof and the date from which the interest accrues)

33

as the Initial Notes; provided that the Issuers’ ability to issue Additional Notes shall be subject to the Issuers’ compliance with Section 4.03 and Section 4.06.  The Notes and any Additional Notes shall be substantially identical other than the issuance dates, offering price, transfer restrictions and, if applicable, the date from which interest shall accrue.  The Additional Notes shall be secured, equally and ratably with the Notes and any Permitted Additional Pari Passu Obligations, by the Note Lien on the Collateral.  Except as described under Article 9, the Initial Notes and any Additional Notes subsequently issued under this Indenture will be treated as a single class for all purposes under this Indenture, including waivers, amendments, redemptions and offers to purchase, and shall vote together with any Exchange Notes.  Unless the context requires otherwise, references to “Notes” for all purposes of this Indenture include any Additional Notes that are actually issued.  Any Additional Notes shall be issued with the benefit of an indenture supplemental to this Indenture.

(d)Euroclear and Clearstream Procedures Applicable.  The provisions of the “Operating Procedures of the Euroclear System” and “Terms and Conditions Governing Use of Euroclear” and the “General Terms and Conditions of Clearstream Banking” and “Customer Handbook” of Clearstream shall be applicable to transfers of beneficial interests in the Regulation S Temporary Global Note and the Regulation S Permanent Global Note that are held by Participants through Euroclear or Clearstream.

Section 2.02Execution and Authentication.

At least one Officer shall execute the Notes on behalf of the Issuers by manual or facsimile signature.

If an Officer whose signature is on a Note no longer holds that office at the time a Note is authenticated, the Note shall nevertheless be valid.

A Note shall not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose until authenticated substantially in the form provided for in Exhibit A attached hereto, by the manual signature of the Trustee.  The signature shall be conclusive evidence that the Note has been duly authenticated and delivered under this Indenture.

On the Issue Date, the Trustee shall, upon receipt of the Issuers order (an “Authentication Order”), authenticate and deliver the Initial Notes.  In addition, at any time, from time to time, the Trustee shall upon an Authentication Order authenticate and deliver any (i) Additional Notes and (ii) Exchange Notes or private exchange notes for issue only in an Exchange Offer or a private exchange, respectively, pursuant to a Registration Rights Agreement, for a like principal amount of Initial Notes.  Such Authentication Order shall specify the amount of the Notes to be authenticated and, in the case of any issuance of Additional Notes pursuant to Section 2.01, shall certify that such issuance is in compliance with Section 4.03 and Section 4.06.

The Trustee may appoint an authenticating agent acceptable to the Issuers to authenticate Notes.  An authenticating agent may authenticate Notes whenever the Trustee may do so.  Each reference in this Indenture to authentication by the Trustee includes authentication by such agent.  An authenticating agent has the same rights as an Agent to deal with Holders or an Affiliate of the Issuers.

Section 2.03Registrar and Paying Agent.

The Issuers shall maintain an office or agency where Notes may be presented for registration of transfer or for exchange (“Registrar”) and an office or agency where Notes may be presented for payment (“Paying Agent”), including an office or agency for such purposes in the City of New York, which shall initially be the corporate trust office of the Trustee located in the City of New York.  The

34

Registrar shall keep a register of the Notes (“Note Register”) and of their transfer and exchange.  The Issuers may appoint one or more co-registrars and one or more additional paying agents.  The term “Registrar” includes any co-registrar and the term “Paying Agent” includes any additional paying agent.  The Issuers may change any Paying Agent or Registrar without prior notice to any Holder.  The Issuers shall notify the Trustee in writing of the name and address of any Agent not a party to this Indenture.  If the Issuers fail to appoint or maintain another entity as Registrar or Paying Agent, the Trustee shall act as such.  Either Issuer or any of their Subsidiaries may act as Paying Agent or Registrar.

The Issuers initially appoint The Depository Trust Company (“DTC”) to act as Depositary with respect to the Global Notes.

The Issuers initially appoint the Trustee to act as the Paying Agent, Registrar and Transfer Agent for the Notes and the Registrar to act as Custodian with respect to the Global Notes.

Section 2.04Paying Agent to Hold Money in Trust.

The Issuers shall require each Paying Agent other than the Trustee to agree in writing that the Paying Agent shall hold in trust for the benefit of Holders or the Trustee all money held by the Paying Agent for the payment of principal, premium, if any, or Additional Interest, if any, or interest on the Notes, and will notify the Trustee of any default by the Issuers in making any such payment.  While any such default continues, the Trustee may require a Paying Agent to pay all money held by it to the Trustee.  The Issuers at any time may require a Paying Agent to pay all money held by it to the Trustee.  Upon payment over to the Trustee, the Paying Agent (if other than an Issuer or a Subsidiary) shall have no further liability for the money.  If an Issuer or a Subsidiary acts as Paying Agent, it shall segregate and hold in a separate trust fund for the benefit of the Holders all money held by it as Paying Agent.  Upon any bankruptcy or reorganization proceedings relating to the Issuers, the Trustee shall serve as Paying Agent for the Notes.

Section 2.05Holder Lists.

The Trustee shall preserve in as current a form as is reasonably practicable the most recent list available to it of the names and addresses of all Holders and shall otherwise comply with Trust Indenture Act Section 312(a).  If the Trustee is not the Registrar, the Issuers shall furnish to the Trustee at least two Business Days before each Interest Payment Date and at such other times as the Trustee may request in writing, a list in such form and as of such date as the Trustee may reasonably require of the names and addresses of the Holders of Notes and the Issuers shall otherwise comply with Trust Indenture Act Section 312(a).

Section 2.06Transfer and Exchange.

(a)Transfer and Exchange of Global Notes.  Except as otherwise set forth in this Section 2.06, a Global Note may be transferred, in whole and not in part, only to another nominee of the Depositary or to a successor Depositary or a nominee of such successor Depositary.  A beneficial interest in a Global Note may not be exchanged for a Definitive Note unless (i) the Depositary (x) notifies the Issuers that it is unwilling or unable to continue as Depositary for such Global Note or (y) has ceased to be a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Issuers within 90 days, (ii) there shall have occurred and be continuing a Default with respect to the Notes or (iii) the Issuers in their sole discretion execute and deliver an Officer’s Certificate stating that such Global Note shall be so exchangeable.  Upon the occurrence of any of the preceding events in (i), (ii) or (iii) above, Definitive Notes delivered in exchange for any Global Note or beneficial interests therein will be registered in the names, and issued in any approved denominations, requested by

35

or on behalf of the Depositary (in accordance with its customary procedures).  Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10.  Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 or Section 2.07 or 2.10, shall be authenticated and delivered in the form of, and shall be, a Global Note, except for Definitive Notes issued subsequent to any of the preceding events in (i), (ii) or (iii) above and pursuant to Section 2.06(c), (e) or (f).  A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a); provided, however, beneficial interests in a Global Note may be transferred and exchanged as provided in Sections 2.06(b), (c), (f) and (j).

(b)Transfer and Exchange of Beneficial Interests in the Global Notes.  The transfer and exchange of beneficial interests in the Global Notes shall be effected through the Depositary, in accordance with the provisions of this Indenture and the Applicable Procedures.  Beneficial interests in the Restricted Global Notes shall be subject to restrictions on transfer comparable to those set forth herein to the extent required by the Securities Act.  Transfers of beneficial interests in the Global Notes also shall require compliance with either subparagraph (i) or (ii) below, as applicable, as well as one or more of the other following subparagraphs, as applicable:

(i)Transfer of Beneficial Interests in the Same Global Note.  Beneficial interests in any Restricted Global Note may be transferred to Persons who take delivery thereof in the form of a beneficial interest in the same Restricted Global Note in accordance with the transfer restrictions set forth in the Private Placement Legend; provided, however, that prior to the expiration of the Restricted Period, transfers of beneficial interests in the Regulation S Temporary Global Note may not be made to a U.S. Person or for the account or benefit of a U.S. Person (other than an Initial Purchaser).  Beneficial interests in any Unrestricted Global Note may be transferred to Persons who take delivery thereof in the form of a beneficial interest in an Unrestricted Global Note.  No written orders or instructions shall be required to be delivered to the Registrar to effect the transfers described in this Section 2.06(b)(i).

(ii)All Other Transfers and Exchanges of Beneficial Interests in Global Notes.  In connection with all transfers and exchanges of beneficial interests that are not subject to Section 2.06(b)(i), the transferor of such beneficial interest must deliver to the Registrar either (A) (1) a written order from a Participant or an Indirect Participant given to the Depositary in accordance with the Applicable Procedures directing the Depositary to credit or cause to be credited a beneficial interest in another Global Note in an amount equal to the beneficial interest to be transferred or exchanged and (2) instructions given in accordance with the Applicable Procedures containing information regarding the Participant account to be credited with such increase or (B) (1) a written order from a Participant or an Indirect Participant given to the Depositary in accordance with the Applicable Procedures directing the Depositary to cause to be issued a Definitive Note in an amount equal to the beneficial interest to be transferred or exchanged and (2) instructions given by the Depositary to the Registrar containing information regarding the Person in whose name such Definitive Note shall be registered to effect the transfer or exchange referred to in (1) above; provided that in no event shall Definitive Notes be issued upon the transfer or exchange of beneficial interests in the Regulation S Temporary Global Note prior to (A) the expiration of the Restricted Period and (B) the receipt by the Registrar of any certificates required pursuant to Rule 903; provided, further, that in no event shall a beneficial interest in an Unrestricted Global Note be credited, or an Unrestricted Definitive Note be issued, to a Person who is an affiliate (as defined in Rule 144) of the Issuers.  Upon consummation of an Exchange Offer by the Issuers in accordance with Section 2.06(f), the requirements of this Section 2.06(b)(ii) shall be deemed to have been satisfied upon receipt by the Registrar of the instructions contained in the Letter of Transmittal delivered by the Holder of such beneficial interests in the Restricted Global Notes. 

36

Upon satisfaction of all of the requirements for transfer or exchange of beneficial interests in Global Notes contained in this Indenture and the Notes or otherwise applicable under the Securities Act, the Trustee shall adjust the principal amount of the relevant Global Note(s) pursuant to Section 2.06(h).

(iii)Transfer of Beneficial Interests to Another Restricted Global Note.  A beneficial interest in any Restricted Global Note may be transferred to a Person who takes delivery thereof in the form of a beneficial interest in another Restricted Global Note if the transfer complies with the requirements of Section 2.06(b)(ii) and the Registrar receives the following:

(A)if the transferee will take delivery in the form of a beneficial interest in the 144A Global Note, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications in item (1) thereof; or

(B)if the transferee will take delivery in the form of a beneficial interest in the Regulation S Temporary Global Note or the Regulation S Permanent Global Note, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications in item (2) thereof.

(iv)Transfer and Exchange of Beneficial Interests in a Restricted Global Note for Beneficial Interests in an Unrestricted Global Note.  A beneficial interest in any Restricted Global Note may be exchanged by any Holder thereof for a beneficial interest in an Unrestricted Global Note or transferred to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note if the exchange or transfer complies with the requirements of Section 2.06(b)(ii) and:

(A)such exchange or transfer is effected pursuant to the Exchange Offer in accordance with the Registration Rights Agreement and the holder of the beneficial interest to be transferred, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter of Transmittal that it is not (1) a broker-dealer, (2) a Person participating in the distribution of the Exchange Notes or (3) a Person who is an affiliate (as defined in Rule 144) of the Issuers;

(B)such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights Agreement;

(C)such transfer is effected by a broker-dealer pursuant to the Exchange Offer Registration Statement in accordance with the Registration Rights Agreement;

(D)the Registrar receives the following:

(1)if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a beneficial interest in an Unrestricted Global Note, a certificate from such Holder substantially in the form of Exhibit C hereto, including the certifications in item (1)(a) thereof; or

(2)if the holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a Person who shall take delivery thereof in the form of a beneficial interest in an Unrestricted Global Note, a certificate from such holder in the form of Exhibit B hereto, including the certifications in item (4) thereof;

37

and, in each such case set forth in this subparagraph (D), if the Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Registrar to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act; or

(E)such transfer is effected pursuant to an automatic exchange in accordance with Section 2.06(j) of this Indenture.

If any such transfer is effected pursuant to subparagraph (B), (D) or (E) above at a time when an Unrestricted Global Note has not yet been issued, the Issuers shall issue and, upon receipt of an Authentication Order in accordance with Section 2.02, the Trustee shall authenticate one or more Unrestricted Global Notes in an aggregate principal amount equal to the aggregate principal amount of beneficial interests transferred pursuant to subparagraph (B), (D) or (E) above.

Beneficial interests in an Unrestricted Global Note cannot be exchanged for, or transferred to Persons who take delivery thereof in the form of, a beneficial interest in a Restricted Global Note.

(c)Transfer or Exchange of Beneficial Interests for Definitive Notes.

(i)Beneficial Interests in Restricted Global Notes to Restricted Definitive Notes.  If any holder of a beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a Restricted Definitive Note or to transfer such beneficial interest to a Person who takes delivery thereof in the form of a Restricted Definitive Note, then, upon the occurrence of any of the events in paragraph (i), (ii) or (iii) of Section 2.06(a) and receipt by the Registrar of the following documentation:

(A)if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a Restricted Definitive Note, a certificate from such holder substantially in the form of Exhibit C hereto, including the certifications in item (2)(a) thereof;

(B)if such beneficial interest is being transferred to a QIB in accordance with Rule 144A, a certificate substantially in the form of Exhibit B hereto, including the certifications in item (1) thereof;

(C)if such beneficial interest is being transferred to a Non-U.S. Person in an offshore transaction in accordance with Rule 903 or Rule 904, a certificate substantially in the form of Exhibit B hereto, including the certifications in item (2) thereof;

(D)if such beneficial interest is being transferred pursuant to an exemption from the registration requirements of the Securities Act in accordance with Rule 144, a certificate substantially in the form of Exhibit B hereto, including the certifications in item (3)(a) thereof;

(E)if such beneficial interest is being transferred to the Issuers or any of their Restricted Subsidiaries, a certificate substantially in the form of Exhibit B hereto, including the certifications in item (3)(b) thereof;

38

(F)if such beneficial interest is being transferred pursuant to an effective registration statement under the Securities Act, a certificate substantially in the form of Exhibit B hereto, including the certifications in item (3)(c) thereof; or

(G)if such beneficial interest is being transferred to an Institutional Accredited Investor in reliance on an exemption from the registration requirements of the Securities Act other than those listed in subparagraphs (B) through (D) above, a certificate to the effect set forth in Exhibit B hereto, including the certifications, certificates and Opinion of Counsel required by item (3)(d) thereof, if applicable;

the Trustee shall cause the aggregate principal amount of the applicable Global Note to be reduced accordingly pursuant to Section 2.06(h), and the Issuers shall execute and the Trustee shall authenticate and mail to the Person designated in the instructions a Definitive Note in the applicable principal amount.  Any Definitive Note issued in exchange for a beneficial interest in a Restricted Global Note pursuant to this Section 2.06(c) shall be registered in such name or names and in such authorized denomination or denominations as the holder of such beneficial interest shall instruct the Registrar through instructions from the Depositary and the Participant or Indirect Participant.  The Trustee shall mail such Definitive Notes to the Persons in whose names such Notes are so registered.  Any Definitive Note issued in exchange for a beneficial interest in a Restricted Global Note pursuant to this Section 2.06(c)(i) shall bear the Private Placement Legend, the OID Legend and the Regulation S Temporary Global Note Legend, as applicable, and shall be subject to all restrictions on transfer contained therein.

(ii)Beneficial Interests in Regulation S Temporary Global Note to Definitive Notes.  Notwithstanding Sections 2.06(c)(i)(A) and (C), a beneficial interest in the Regulation S Temporary Global Note may not be exchanged for a Definitive Note or transferred to a Person who takes delivery thereof in the form of a Definitive Note prior to (A) the expiration of the Restricted Period and (B) the receipt by the Registrar of any certificates required pursuant to Rule 903(b)(3)(ii)(B) under the Securities Act, except in the case of a transfer pursuant to an exemption from the registration requirements of the Securities Act other than Rule 903 or Rule 904.

(iii)Beneficial Interests in Restricted Global Notes to Unrestricted Definitive Notes.  A holder of a beneficial interest in a Restricted Global Note may exchange such beneficial interest for an Unrestricted Definitive Note or may transfer such beneficial interest to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note only upon the occurrence of any of the events in subsection (i), (ii) or (iii) of Section 2.06(a) and if:

(A)such exchange or transfer is effected pursuant to the Exchange Offer in accordance with the Registration Rights Agreement and the holder of such beneficial interest, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter of Transmittal that it is not (1) a broker-dealer, (2) a Person participating in the distribution of the Exchange Notes or (3) a Person who is an affiliate (as defined in Rule 144) of the Issuers;

(B)such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights Agreement;

(C)such transfer is effected by a broker-dealer pursuant to the Exchange Offer Registration Statement in accordance with the Registration Rights Agreement;

(D)the Registrar receives the following:

39

(1)if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for an Unrestricted Definitive Note, a certificate from such holder substantially in the form of Exhibit C hereto, including the certifications in item (1)(b) thereof; or

(2)if the holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a Person who shall take delivery thereof in the form of an Unrestricted Definitive Note, a certificate from such holder substantially in the form of Exhibit B hereto, including the certifications in item (4) thereof;

and, in each such case set forth in this subparagraph (D), if the Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Registrar to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act; or

(E)such transfer is effected pursuant to an automatic exchange in accordance with Section 2.06(j) of this Indenture.

(iv)Beneficial Interests in Unrestricted Global Notes to Unrestricted Definitive Notes.  If any holder of a beneficial interest in an Unrestricted Global Note proposes to exchange such beneficial interest for a Definitive Note or to transfer such beneficial interest to a Person who takes delivery thereof in the form of a Definitive Note, then, upon the occurrence of any of the events in subsection (i), (ii) or (iii) of Section 2.06(a) and satisfaction of the conditions set forth in Section 2.06(b)(ii), the Trustee shall cause the aggregate principal amount of the applicable Global Note to be reduced accordingly pursuant to Section 2.06(h), and the Issuers shall execute and the Trustee shall authenticate and mail to the Person designated in the instructions a Definitive Note in the applicable principal amount.  Any Definitive Note issued in exchange for a beneficial interest pursuant to this Section 2.06(c)(iv) shall be registered in such name or names and in such authorized denomination or denominations as the holder of such beneficial interest shall instruct the Registrar through instructions from or through the Depositary and the Participant or Indirect Participant.  The Trustee shall mail such Definitive Notes to the Persons in whose names such Notes are so registered.  Any Definitive Note issued in exchange for a beneficial interest pursuant to this Section 2.06(c)(iv) shall not bear the Private Placement Legend.

(d)Transfer and Exchange of Definitive Notes for Beneficial Interests.

(i)Restricted Definitive Notes to Beneficial Interests in Restricted Global Notes.  If any Holder of a Restricted Definitive Note proposes to exchange such Note for a beneficial interest in a Restricted Global Note or to transfer such Restricted Definitive Note to a Person who takes delivery thereof in the form of a beneficial interest in a Restricted Global Note, then, upon receipt by the Registrar of the following documentation:

(A)if the Holder of such Restricted Definitive Note proposes to exchange such Note for a beneficial interest in a Restricted Global Note, a certificate from such Holder substantially in the form of Exhibit C hereto, including the certifications in item (2)(b) thereof;

(B)if such Restricted Definitive Note is being transferred to a QIB in accordance with Rule 144A, a certificate substantially in the form of Exhibit B hereto, including the certifications in item (1) thereof;

40

(C)if such Restricted Definitive Note is being transferred to a Non-U.S. Person in an offshore transaction in accordance with Rule 903 or Rule 904, a certificate substantially in the form of Exhibit B hereto, including the certifications in item (2) thereof;

(D)if such Restricted Definitive Note is being transferred pursuant to an exemption from the registration requirements of the Securities Act in accordance with Rule 144, a certificate substantially in the form of Exhibit B hereto, including the certifications in item (3)(a) thereof;

(E)if such Restricted Definitive Note is being transferred to the Issuers or any of their Restricted Subsidiaries, a certificate substantially in the form of Exhibit B hereto, including the certifications in item (3)(b) thereof; or

(F)if such Restricted Definitive Note is being transferred pursuant to an effective registration statement under the Securities Act, a certificate substantially in the form of Exhibit B hereto, including the certifications in item (3)(c) thereof,

the Trustee shall cancel the Restricted Definitive Note, increase or cause to be increased the aggregate principal amount of, in the case of clause (A) above, the applicable Restricted Global Note, in the case of clause (B) above, the applicable 144A Global Note and, in the case of clause (C) above, the applicable Regulation S Global Note.

(ii)Restricted Definitive Notes to Beneficial Interests in Unrestricted Global Notes.  A Holder of a Restricted Definitive Note may exchange such Note for a beneficial interest in an Unrestricted Global Note or transfer such Restricted Definitive Note to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note only if:

(A)such exchange or transfer is effected pursuant to the Exchange Offer in accordance with the Registration Rights Agreement and the Holder, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter of Transmittal that it is not (1) a broker-dealer, (2) a Person participating in the distribution of the Exchange Notes or (3) a Person who is an affiliate (as defined in Rule 144) of the Issuers;

(B)such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights Agreement;

(C)such transfer is effected by a broker-dealer pursuant to the Exchange Offer Registration Statement in accordance with the Registration Rights Agreement;

(D)the Registrar receives the following:

(1)if the Holder of such Definitive Notes proposes to exchange such Notes for a beneficial interest in the Unrestricted Global Note, a certificate from such Holder substantially in the form of Exhibit C hereto, including the certifications in item (1)(c) thereof; or

(2)if the Holder of such Definitive Notes proposes to transfer such Notes to a Person who shall take delivery thereof in the form of a beneficial interest in the Unrestricted Global Note, a certificate from such Holder substantially in the form of Exhibit B hereto, including the certifications in item (4) thereof;

41

and, in each such case set forth in this subparagraph (D), if the Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Registrar to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act; or

(E)such transfer is effected pursuant to an automatic exchange in accordance with Section 2.06(j) of this Indenture.

Upon satisfaction of the conditions of any of the subparagraphs in this Section 2.06(d)(ii), the Trustee shall cancel the Definitive Notes and increase or cause to be increased the aggregate principal amount of the Unrestricted Global Note.

(iii)Unrestricted Definitive Notes to Beneficial Interests in Unrestricted Global Notes.  A Holder of an Unrestricted Definitive Note may exchange such Note for a beneficial interest in an Unrestricted Global Note or transfer such Definitive Notes to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note at any time.  Upon receipt of a request for such an exchange or transfer, the Trustee shall cancel the applicable Unrestricted Definitive Note and increase or cause to be increased the aggregate principal amount of one of the Unrestricted Global Notes.

If any such exchange or transfer from a Definitive Note to a beneficial interest is effected pursuant to subparagraph (ii)(B), (ii)(D) or (iii) above at a time when an Unrestricted Global Note has not yet been issued, the Issuers shall issue and, upon receipt of an Authentication Order in accordance with Section 2.02, the Trustee shall authenticate one or more Unrestricted Global Notes in an aggregate principal amount equal to the principal amount of Definitive Notes so transferred.

(e)Transfer and Exchange of Definitive Notes for Definitive Notes.  Upon request by a Holder of Definitive Notes and such Holder’s compliance with the provisions of this Section 2.06(e), the Registrar shall register the transfer or exchange of Definitive Notes.  Prior to such registration of transfer or exchange, the requesting Holder shall present or surrender to the Registrar the Definitive Notes duly endorsed or accompanied by a written instruction of transfer in form satisfactory to the Registrar duly executed by such Holder or by its attorney, duly authorized in writing.  In addition, the requesting Holder shall provide any additional certifications, documents and information, as applicable, required pursuant to the following provisions of this Section 2.06(e):

(i)Restricted Definitive Notes to Restricted Definitive Notes.  Any Restricted Definitive Note may be transferred to and registered in the name of Persons who take delivery thereof in the form of a Restricted Definitive Note if the Registrar receives the following:

(A)if the transfer will be made to a QIB in accordance with Rule 144A, then the transferor must deliver a certificate substantially in the form of Exhibit B hereto, including the certifications in item (1) thereof;

(B)if the transfer will be made pursuant to Rule 903 or Rule 904, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications in item (2) thereof; or

(C)if the transfer will be made pursuant to any other exemption from the registration requirements of the Securities Act, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications required by item (3) thereof, if applicable.

42

(ii)Restricted Definitive Notes to Unrestricted Definitive Notes.  Any Restricted Definitive Note may be exchanged by the Holder thereof for an Unrestricted Definitive Note or transferred to a Person or Persons who take delivery thereof in the form of an Unrestricted Definitive Note if:

(A)such exchange or transfer is effected pursuant to the Exchange Offer in accordance with the Registration Rights Agreement and the Holder, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter of Transmittal that it is not (1) a broker-dealer, (2) a Person participating in the distribution of the Exchange Notes or (3) a Person who is an affiliate (as defined in Rule 144) of the Issuers;

(B)any such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights Agreement;

(C)any such transfer is effected by a broker-dealer pursuant to the Exchange Offer Registration Statement in accordance with the Registration Rights Agreement;

(D)the Registrar receives the following:

(1)if the Holder of such Restricted Definitive Notes proposes to exchange such Notes for an Unrestricted Definitive Note, a certificate from such Holder substantially in the form of Exhibit C hereto, including the certifications in item (1)(d) thereof; or

(2)if the Holder of such Restricted Definitive Notes proposes to transfer such Notes to a Person who shall take delivery thereof in the form of an Unrestricted Definitive Note, a certificate from such Holder substantially in the form of Exhibit B hereto, including the certifications in item (4) thereof;

and, in each such case set forth in this subparagraph (D), if the Registrar so requests, an Opinion of Counsel in form reasonably acceptable to the Registrar to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act; or

(E)such transfer is effected pursuant to an automatic exchange in accordance with Section 2.06(j) of this Indenture.

(iii)Unrestricted Definitive Notes to Unrestricted Definitive Notes.  A Holder of Unrestricted Definitive Notes may transfer such Notes to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note.  Upon receipt of a request to register such a transfer, the Registrar shall register the Unrestricted Definitive Notes pursuant to the instructions from the Holder thereof.

(f)Exchange Offer.  Upon the occurrence of an Exchange Offer in accordance with the Registration Rights Agreement, the Issuers shall issue and, upon receipt of an Authentication Order in accordance with Section 2.02, the Trustee shall authenticate one or more Unrestricted Global Notes in an aggregate principal amount equal to the principal amount of the beneficial interests in the Restricted Global Notes accepted for exchange in the Exchange Offer.  Concurrently with the issuance of such Notes, the Trustee shall cause the aggregate principal amount of the applicable Restricted Global Notes to

43

be reduced accordingly, and the Issuers shall execute and the Trustee shall authenticate and mail to the Persons designated by the Holders of Definitive Notes so accepted Unrestricted Definitive Notes in the applicable principal amount.  Any Notes that remain outstanding after the consummation of an Exchange Offer, and Exchange Notes issued in connection with an Exchange Offer, shall be treated as a single class of securities under this Indenture.

(g)Legends.  The following legends shall appear on the face of all Global Notes and Definitive Notes issued under this Indenture unless specifically stated otherwise in the applicable provisions of this Indenture:

(i)Private Placement Legend.

(A)Except as permitted by subparagraph (B) below, each Global Note and each Definitive Note (and all Notes issued in exchange therefor or substitution therefor) shall bear the legend in substantially the following form:

“THIS NOTE (OR ITS PREDECESSOR) EVIDENCED HEREBY WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER SECTION 5 OF THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND THE NOTE EVIDENCED HEREBY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM.  EACH PURCHASER OF THE NOTE EVIDENCED HEREBY IS HEREBY NOTIFIED THAT THE SELLER MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER.  THE HOLDER OF THE NOTE EVIDENCED HEREBY AGREES FOR THE BENEFIT OF THE ISSUERS THAT:

(A)  SUCH NOTE MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY:

(i)(a)  TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (b) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144 UNDER THE SECURITIES ACT, (c) OUTSIDE THE UNITED STATES TO A NON-U.S. PERSON IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 903 OR 904 UNDER THE SECURITIES ACT, (d) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” (AS DEFINED IN RULE 501(a)(1),(2),(3) OR (7) OF THE SECURITIES ACT (AN “INSTITUTIONAL ACCREDITED INVESTOR”)) THAT, PRIOR TO SUCH TRANSFER, FURNISHES THE TRUSTEE A SIGNED LETTER CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS (THE FORM OF WHICH CAN BE OBTAINED FROM THE TRUSTEE) AND, IF SUCH TRANSFER IS IN RESPECT OF AN AGGREGATE PRINCIPAL AMOUNT OF NOTES LESS THAN $100,000, AN OPINION OF COUNSEL ACCEPTABLE TO THE ISSUERS THAT SUCH TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT, OR (e) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (AND BASED UPON AN OPINION OF COUNSEL AND OTHER CERTIFICATIONS AND DOCUMENTS IF THE ISSUERS SO REQUEST),

(ii) TO AN ISSUER, OR

44

(iii) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT

AND, IN EACH CASE, IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION AND IN EACH CASE SUBJECT TO ANY REQUIREMENT OF LAW THAT THE DISPOSITION OF THIS NOTE BY THE HOLDER OR BY ANY INVESTOR ACCOUNT OR ACCOUNTS BE AT ALL TIMES WITHIN ITS OR THEIR CONTROL; AND

(B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER FROM IT OF THE NOTE EVIDENCED HEREBY OF THE RESALE RESTRICTIONS SET FORTH IN (A) ABOVE.

(B)Notwithstanding the foregoing, any Global Note or Definitive Note issued pursuant to subparagraph (b)(iv), (c)(iii), (c)(iv), (d)(ii), (d)(iii), (e)(ii), (e)(iii), (f) or (j) of this Section 2.06 (and all Notes issued in exchange therefor or substitution thereof) shall not bear the Private Placement Legend.

(ii)Global Note Legend.  Each Global Note shall bear a legend in substantially the following form:

“THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.06(h) OF THE INDENTURE, (II) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE INDENTURE, (III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.11 OF THE INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE ISSUERS.  UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.  UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) (“DTC”) TO THE ISSUERS OR THEIR AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE

45

OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.”

(iii)IAI Note Legend.  Each Definitive Note held by an Institutional Accredited Investor shall bear a legend in substantially the following form:

“IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE REGISTRAR AND TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH TRANSFER AGENT MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS.”

(iv)OID Legend.  Each Note issued hereunder that has more than a de minimis amount of original issue discount for U.S. federal income tax purposes shall bear a legend in substantially the following form:

“THIS NOTE IS ISSUED WITH ORIGINAL ISSUE DISCOUNT FOR PURPOSES OF SECTION 1271 ET SEQ. OF THE INTERNAL REVENUE CODE.  A HOLDER MAY OBTAIN THE ISSUE PRICE, AMOUNT OF ORIGINAL ISSUE DISCOUNT, ISSUE DATE AND YIELD TO MATURITY FOR SUCH NOTES BY SUBMITTING A WRITTEN REQUEST FOR SUCH INFORMATION TO THE ISSUERS AT THE FOLLOWING ADDRESS: TOPS HOLDING CORPORATION, PO BOX 1027, BUFFALO, NEW YORK 14240-1027 ATTENTION: CHIEF FINANCIAL OFFICER.”

(v)Regulation S Temporary Global Note Legend.  Each temporary Note that is a Global Note issued pursuant to Regulation S shall bear a legend in substantially the following form:

“THIS GLOBAL NOTE IS A TEMPORARY GLOBAL NOTE FOR PURPOSES OF REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED.  NEITHER THIS TEMPORARY GLOBAL NOTE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED UNDER THE INDENTURE REFERRED TO BELOW.

NO BENEFICIAL OWNERS OF THIS TEMPORARY GLOBAL NOTE SHALL BE ENTITLED TO RECEIVE PAYMENT OF PRINCIPAL OR INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE INDENTURE.”

(h)Cancellation and/or Adjustment of Global Notes.  At such time as all beneficial interests in a particular Global Note have been exchanged for Definitive Notes or a particular Global Note has been redeemed, repurchased or canceled in whole and not in part, each such Global Note shall be returned to or retained and canceled by the Trustee in accordance with Section 2.11.  At any time prior to such cancellation, if any beneficial interest in a Global Note is exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial interest in another Global Note or for Definitive Notes, the principal amount of Notes represented by such Global Note shall be reduced accordingly and an endorsement shall be made on such Global Note by the Trustee or by the Depositary at the direction of

46

the Trustee to reflect such reduction.  If the beneficial interest is being exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial interest in another Global Note, such other Global Note shall be increased accordingly and an endorsement shall be made on such Global Note by the Trustee or by the Depositary at the direction of the Trustee to reflect such increase.

(i)General Provisions Relating to Transfers and Exchanges.

(i)To permit registrations of transfers and exchanges, the Issuers shall execute and the Trustee shall authenticate Global Notes and Definitive Notes upon receipt of an Authentication Order in accordance with Section 2.02 or at the Registrar’s request.

(ii)No service charge shall be made to a holder of a beneficial interest in a Global Note or to a Holder of a Definitive Note for any registration of transfer or exchange, but the Issuers may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchange or transfer pursuant to Sections 2.07, 2.10, 3.06, 4.07, 4.09 and 9.05).

(iii)Neither the Registrar nor the Issuers shall be required to register the transfer of or exchange any Note selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part.

(iv)All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes shall be the valid obligations of the Issuers, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange.

(v)The Issuers shall not be required (A) to issue, to register the transfer of or to exchange any Notes during a period beginning at the opening of business 15 days before the day of mailing of notice of redemption of Notes for redemption under Section 3.02 and ending at the close of business on the day of such mailing, (B) to register the transfer of or to exchange any Note so selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part, or (C) to register the transfer of or to exchange a Note between a Record Date and the next succeeding Interest Payment Date.

(vi)Prior to due presentment for the registration of a transfer of any Note, the Trustee, any Agent and the Issuers may deem and treat the Person in whose name any Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of (and premium, if any) and interest (including Additional Interest, if any) on such Notes and for all other purposes, and none of the Trustee, any Agent or the Issuers shall be affected by notice to the contrary.

(vii)Upon surrender for registration of transfer of any Note at the office or agency of the Issuers designated pursuant to Section 2.03, the Issuers shall execute, and the Trustee shall authenticate and mail, in the name of the designated transferee or transferees, one or more replacement Notes of any authorized denomination or denominations of a like aggregate principal amount.

(viii)At the option of the Holder, Notes may be exchanged for other Notes of any authorized denomination or denominations of a like aggregate principal amount upon surrender of the Notes to be exchanged at such office or agency.  Whenever any Global Notes or Definitive Notes are so surrendered for exchange, the Issuers shall execute, and the Trustee shall authenticate and mail, the replacement Global Notes and Definitive Notes which the Holder making the exchange is entitled to in accordance with the provisions of Section 2.06.

47

(ix)All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.06 to effect a registration of transfer or exchange may be submitted by facsimile.

(x)The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including transfers between or among Depository participants or beneficial owners of interests in any Global Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.

(j)Automatic Exchange from Restricted Global Note to Unrestricted Global Note.  At the option of the Issuers and upon compliance with the following procedures, beneficial interests in a Restricted Global Note shall be exchanged for beneficial interests in an Unrestricted Global Note.  In order to effect such exchange, the Issuers shall provide written notice to the Trustee instructing the Trustee to (i) direct the Depositary to transfer the specified amount of the outstanding beneficial interests in a particular Restricted Global Note to an Unrestricted Global Note and provide the Depositary with all such information as is necessary for the Depositary to appropriately credit and debit the relevant Holder accounts and (ii) provide prior written notice to all Holders of such exchange, which notice must include the date such exchange is proposed to occur, the CUSIP number of the relevant Restricted Global Note and the CUSIP number of the Unrestricted Global Note into which such Holders’ beneficial interests will be exchanged.  As a condition to any such exchange pursuant to this Section 2.06(j), the Trustee shall be entitled to receive from the Issuers, and rely upon conclusively without any liability, an Officer’s Certificate and an Opinion of Counsel, in form and in substance reasonably satisfactory to the Trustee, to the effect that such transfer of beneficial interests to the Unrestricted Global Note shall be effected in compliance with the Securities Act.  The Issuers may request from Holders such information it reasonably determines is required in order to be able to deliver such Officer’s Certificate and Opinion of Counsel.  Upon such exchange of beneficial interests pursuant to this Section 2.06(j), the Registrar shall reflect on its books and records the date of such transfer and a decrease and increase, respectively, in the principal amount of the applicable Restricted Global Note and the Unrestricted Global Note, respectively, equal to the principal amount of beneficial interests transferred.  Following any such transfer pursuant to this Section 2.06(j) of all of the beneficial interests in a Restricted Global Note, such Restricted Global Note shall be cancelled.

Section 2.07Replacement Notes.

If any mutilated Note is surrendered to the Trustee or the Issuers and the Trustee receives evidence to its satisfaction of the ownership and destruction, loss or theft of any Note, the Issuers shall issue and the Trustee, upon receipt of an Authentication Order, shall authenticate a replacement Note if the Trustee’s requirements are met.  An indemnity bond must be supplied by the Holder that is sufficient in the judgment of the Trustee and the Issuers to protect the Issuers, the Trustee, any Agent and any authenticating agent from any loss that any of them may suffer if a Note is replaced.  The Issuers and/or the Trustee may charge for their expenses in replacing a Note.

Every replacement Note is a contractual obligation of the Issuers and shall be entitled to all of the benefits of this Indenture equally and proportionately with all other Notes duly issued hereunder.

48

Section 2.08Outstanding Notes.

The Notes outstanding at any time are all the Notes authenticated by the Trustee except for those canceled by it, those delivered to it for cancellation, those reductions in the interest in a Global Note effected by the Trustee in accordance with the provisions hereof, and those described in this Section 2.08 as not outstanding.  Except as set forth in Section 2.09, a Note does not cease to be outstanding because the Issuers or an Affiliate of the Issuers holds the Note.

If a Note is replaced pursuant to Section 2.07, it ceases to be outstanding unless the Trustee receives proof satisfactory to it that the replaced Note is held by a bona fide purchaser.

If the principal amount of any Note is considered paid under Section 4.01, it ceases to be outstanding and interest on it ceases to accrue.

If the Paying Agent (other than the Issuers, a Subsidiary or an Affiliate of any thereof) holds, on a Redemption Date or maturity date, money sufficient to pay Notes payable on that date, then on and after that date such Notes shall be deemed to be no longer outstanding and shall cease to accrue interest.

Section 2.09Treasury Notes.

In determining whether the Holders of the required principal amount of Notes have concurred in any direction, waiver or consent, Notes owned by the Issuers, or by any Affiliate of the Issuers, shall be considered as though not outstanding, except that for the purposes of determining whether the Trustee shall be protected in relying on any such direction, waiver or consent, only Notes that a Responsible Officer of the Trustee actually knows are so owned shall be so disregarded.  Notes so owned which have been pledged in good faith shall not be disregarded if the pledgee establishes to the satisfaction of the Trustee the pledgee’s right to deliver any such direction, waiver or consent with respect to the Notes and that the pledgee is not the Issuers or any obligor upon the Notes or any Affiliate of the Issuers or of such other obligor.

Section 2.10Temporary Notes.

Until certificates representing Notes are ready for delivery, the Issuers may prepare and the Trustee, upon receipt of an Authentication Order, shall authenticate temporary Notes.  Temporary Notes shall be substantially in the form of certificated Notes but may have variations that the Issuers consider appropriate for temporary Notes and as shall be reasonably acceptable to the Trustee.  Without unreasonable delay, the Issuers shall prepare and the Trustee shall authenticate definitive Notes in exchange for temporary Notes.

Holders and beneficial holders, as the case may be, of temporary Notes shall be entitled to all of the benefits accorded to Holders, or beneficial holders, respectively, of Notes under this Indenture.

Section 2.11Cancellation.

The Issuers at any time may deliver Notes to the Trustee for cancellation.  The Registrar and Paying Agent shall forward to the Trustee any Notes surrendered to them for registration of transfer, exchange or payment.  The Trustee or, at the direction of the Trustee, the Registrar or the Paying Agent and no one else shall cancel all Notes surrendered for registration of transfer, exchange, payment, replacement or cancellation and shall dispose of such cancelled Notes in accordance with its customary

49

procedures (subject to the record retention requirement of the Exchange Act).  The Issuers may not issue new Notes to replace Notes that it has paid or that have been delivered to the Trustee for cancellation.

Section 2.12Defaulted Interest.

If the Issuers default in a payment of interest on the Notes, they shall pay the defaulted interest in any lawful manner plus, to the extent lawful, interest payable on the defaulted interest to the Persons who are Holders on a subsequent special record date, in each case at the rate provided in the Notes.  The Issuers shall notify the Trustee in writing of the amount of defaulted interest proposed to be paid on each Note and the date of the proposed payment, and at the same time the Issuers shall deposit with the Trustee an amount of money equal to the aggregate amount proposed to be paid in respect of such defaulted interest or shall make arrangements satisfactory to the Trustee for such deposit prior to the date of the proposed payment, such money when deposited to be held in trust for the benefit of the Persons entitled to such defaulted interest as provided in this Section 2.12.  The Trustee shall fix or cause to be fixed each such special record date and payment date; provided that no such special record date shall be less than 10 days prior to the related payment date for such defaulted interest.  The Trustee shall promptly notify the Issuers of such special record date.  At least 15 days before the special record date, the Issuers (or, upon the written request of the Issuers, the Trustee in the name and at the expense of the Issuers) shall mail or cause to be mailed, first-class postage prepaid, to each Holder a notice at his or her address as it appears in the Note Register that states the special record date, the related payment date and the amount of such interest to be paid.

Subject to the foregoing provisions of this Section 2.12 and for greater certainty, each Note delivered under this Indenture upon registration of transfer of or in exchange for or in lieu of any other Note shall carry the rights to interest accrued and unpaid, and to accrue, which were carried by such other Note.

Section 2.13CUSIP and ISIN Numbers

The Issuers in issuing the Notes may use CUSIP and/or ISIN numbers (if then generally in use) and, if so, the Trustee shall use CUSIP and/or ISIN numbers in notices of redemption as a convenience to Holders; provided, that any such notice may state that no representation is made as to the correctness of such numbers either as printed on the Notes or as contained in any notice of redemption and that reliance may be placed only on the other identification numbers printed on the Notes, and any such redemption shall not be affected by any defect in or omission of such numbers.  The Issuers will as promptly as practicable notify the Trustee in writing of any change in the CUSIP or ISIN numbers.

ARTICLE 3

REDEMPTION

Section 3.01Notices to Trustee.

If the Issuers elect to redeem Notes pursuant to Section 3.07, it shall furnish to the Trustee, at least 15 Business Days (or such shorter period as is agreed to by the Trustee) before notice of redemption is required to be mailed or caused to be mailed to Holders pursuant to Section 3.03 but not more than 60 days before a Redemption Date, an Officer’s Certificate setting forth (i) the paragraph or subparagraph of such Note and/or Section of this Indenture pursuant to which the redemption shall occur, (ii) the Redemption Date, (iii) the principal amount of the Notes to be redeemed and (iv) the redemption price.

50

Section 3.02Selection of Notes to Be Redeemed or Purchased.

If less than all of the Notes are to be redeemed or purchased in an offer to purchase at any time, the Trustee shall select the Notes to be redeemed or purchased (a) if the Notes are listed on any national securities exchange, in compliance with the requirements of the principal national securities exchange on which the Notes are listed, (b) or otherwise, on a pro rata basis, by lot or by such other method as the Trustee shall deem fair and reasonable.  In the event of partial redemption or purchase by lot, the particular Notes to be redeemed or purchased shall be selected, unless otherwise provided herein, not less than 30 nor more than 60 days prior to the Redemption Date by the Registrar and Paying Agent from the outstanding Notes not previously called for redemption or purchase.

The Registrar and Paying Agent shall promptly notify the Issuers in writing of the Notes selected for redemption or purchase and, in the case of any Note selected for partial redemption or purchase, the principal amount thereof to be redeemed or purchased.  Notes redeemed in part shall be redeemed only in integral multiiples of $1,000, and no Notes of $2,000 or less shall be redeemed in part, except that if all of the Notes of a Holder are to be redeemed, the entire outstanding amount of Notes held by such Holder, even if not $2,000 or a multiple of $1,000 in excess thereof, shall be redeemed.  Except as provided in the preceding sentence, provisions of this Indenture that apply to Notes called for redemption also apply to portions of Notes called for redemption.

Section 3.03Notice of Redemption.

The Issuers shall mail or cause to be mailed by first-class mail notices of redemption at least 30 days but not more than 60 days before the Redemption Date to each Holder of Notes to be redeemed at such Holder’s registered address or otherwise in accordance with the procedures of the Depository, except that redemption notices may be mailed more than 60 days prior to a Redemption Date if the notice is issued in connection with Article 8 or Article 14.  Notices of redemption may not be conditional, except that any notice of redemption pursuant to Section 3.07(c) may, at an Issuer’s discretion, be subject to completion of an Equity Offering.

The notice shall identify the Notes to be redeemed (including CUSIP and/or ISIN numbers) and shall state:

(a)the Redemption Date;

(b)the redemption price;

(c)if any Note is to be redeemed in part only, the portion of the principal amount of that Note that is to be redeemed and that, after the Redemption Date upon surrender of such Note, a new Note or Notes in principal amount equal to the unredeemed portion of the original Note representing the same indebtedness to the extent not redeemed will be issued in the name of the Holder of the Notes upon cancellation of the original Note;

(d)the name and address of the Paying Agent;

(e)that Notes called for redemption must be surrendered to the Paying Agent to collect the redemption price;

(f)that, unless the Issuers defaults in making such redemption payment, interest on Notes called for redemption ceases to accrue on and after the Redemption Date;

51

(g)the paragraph or subparagraph of the Notes and/or Section of this Indenture pursuant to which the Notes called for redemption are being redeemed; and

(h)that no representation is made as to the correctness or accuracy of the CUSIP and/or ISIN number, if any, listed in such notice or printed on the Notes.

At the Issuers’ request, the Trustee shall give the notice of redemption in the name of each Issuer and at their expense; provided that the Issuers shall have delivered to the Trustee, at least 5 Business Days before notice of redemption is required to be mailed or caused to be mailed to Holders pursuant to this Section 3.03 (unless a shorter notice shall be agreed to by the Trustee), an Officer’s Certificate requesting that the Trustee give such notice and setting forth the information to be stated in such notice as provided in the preceding paragraph.

Section 3.04Effect of Notice of Redemption.

Once notice of redemption is mailed in accordance with Section 3.03, Notes called for redemption become irrevocably due and payable on the Redemption Date at the redemption price.  The notice, if mailed in a manner herein provided, shall be conclusively presumed to have been given, whether or not the Holder receives such notice.  In any case, failure to give such notice by mail or any defect in the notice to the Holder of any Note designated for redemption in whole or in part shall not affect the validity of the proceedings for the redemption of any other Note.  Subject to Section 3.05, on and after the Redemption Date, interest ceases to accrue on Notes or portions thereof called for redemption.

Section 3.05Deposit of Redemption or Purchase Price.

Prior to 10:00 a.m. (New York City time) on the redemption or purchase date, the Issuers shall deposit with the Trustee or with the Paying Agent money sufficient to pay the redemption or purchase price of and accrued and unpaid interest (including Additional Interest, if any) on all Notes to be redeemed or purchased on that date.  The Trustee or the Paying Agent shall promptly return to the Issuers any money deposited with the Trustee or the Paying Agent by the Issuers in excess of the amounts necessary to pay the redemption price of, and accrued and unpaid interest on, all Notes to be redeemed or purchased.

If the Issuers comply with the provisions of the preceding paragraph, on and after the redemption or purchase date, interest shall cease to accrue on the Notes or the portions of Notes called for redemption or purchase.  If a Note is redeemed or purchased on or after a Record Date but on or prior to the related Interest Payment Date, then any accrued and unpaid interest to the redemption or purchase date shall be paid to the Person in whose name such Note was registered at the close of business on such Record Date.  If any Note called for redemption or purchase shall not be so paid upon surrender for redemption or purchase because of the failure of the Issuers to comply with the preceding paragraph, interest shall be paid on the unpaid principal, from the redemption or purchase date until such principal is paid, and to the extent lawful on any interest accrued to the redemption or purchase date not paid on such unpaid principal, in each case at the rate provided in the Notes.

Section 3.06Notes Redeemed or Purchased in Part.

Upon surrender of a Note that is redeemed or purchased in part, the Issuers shall issue and the Trustee shall authenticate for the Holder at the expense of the Issuers a new Note equal in principal amount to the unredeemed or unpurchased portion of the Note surrendered representing the same indebtedness to the extent not redeemed or purchased; provided that each new Note will be in a principal amount of $2,000 or an integral multiple of $1,000 in excess thereof.  It is understood that, notwithstanding

52

anything in this Indenture to the contrary, only an Authentication Order and not an Opinion of Counsel or Officer’s Certificate is required for the Trustee to authenticate such new Note.

Section 3.07Optional Redemption.

(a)At any time prior to October 15, 2012, the Issuers may redeem all or a portion of the Notes, on not less than 30 nor more than 60 days’ prior notice, in amounts of $1,000 or an integral multiple thereof, at a price equal to 100% of the aggregate principal amount of the Notes to be redeemed plus the Applicable Premium as of, and accrued and unpaid interest, if any, to (but not including) the Redemption Date, subject to Section 3.05.

(b)On or after October 15, 2012, the Issuers may redeem all or a portion of the Notes, on not less than 30 nor more than 60 days’ prior notice, in amounts of $1,000 or an integral multiple thereof, at the following redemption prices (expressed as percentages of the principal amount), together with accrued and unpaid interest, if any, to (but not including) the Redemption Date subject to Section 3.05, if redeemed during the 12-month period beginning October 15 of the years indicated below:

Year	Redemption Price
2012	105.063	%
2013	102.531	%
2014 and thereafter	100.000	%

(c)In addition, at any time prior to October 15, 2012, the Issuers, at their option, may use the net proceeds of one or more Equity Offerings to redeem up to an aggregate of 35% of the aggregate principal amount of Notes issued under this Indenture (including any Additional Notes) at a redemption price equal to 110.125% of the aggregate principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, to (but not including) the Redemption Date subject to Section 3.05; provided that at least 65% of the aggregate principal amount of Notes (calculated after giving effect to the issuance of any Additional Notes) must remain outstanding immediately after the occurrence of such redemption and such redemption is completed within 120 days of the closing of the Equity Offering.

(d)In addition to the Issuers’ rights to redeem the Notes as set forth above, the Issuers may purchase Notes in open-market transactions, tender offers or otherwise.

Section 3.08Mandatory Redemption.

The Issuers will not be required to make any mandatory redemption or sinking fund payments with respect to the Notes.

ARTICLE 4

COVENANTS

Section 4.01Payment of Principal, Premium and Interest.

The Issuers shall duly and punctually pay the principal of, premium, if any, and interest on the Notes in accordance with the terms of the Notes and this Indenture.

53

Section 4.02Corporate Existence.

Subject to Section 5.01, the Company shall do or cause to be done all things necessary to preserve and keep in full force and effect the existence (corporate or otherwise) and related rights and franchises (charter and statutory) of the Company and each Restricted Subsidiary; provided, however, that the Company shall not be required to preserve any such right or franchise or the existence (corporate or otherwise) of any such Restricted Subsidiary (other than Tops Markets) if the Board of Directors of the Company shall determine that the preservation thereof is no longer necessary or desirable in the conduct of the business of the Company and its Restricted Subsidiaries as a whole and that the loss thereof could not reasonably be expected to have a material adverse effect on the ability of the Issuers to perform their obligations hereunder; and provided, further, however, that the foregoing shall not prohibit a sale, transfer or conveyance of a Restricted Subsidiary or any of its assets in compliance with the terms of this Indenture.

Section 4.03Limitation on Indebtedness.

(a)The Company will not, and will not cause or permit any of its Restricted Subsidiaries to, create, issue, incur, assume, guarantee or otherwise in any manner become directly or indirectly liable for, contingently or otherwise (collectively, “incur”), any Indebtedness (including any Acquired Indebtedness), unless such Indebtedness is incurred by an Issuer or any Guarantor or constitutes Acquired Indebtedness of the Company or a Restricted Subsidiary and, in each case, the Company’s Consolidated Fixed Charge Coverage Ratio for the most recent four full fiscal quarters for which internal consolidated financial statements are available immediately preceding the incurrence of such Indebtedness taken as one period is at least equal to or greater than 2.0:1.0.

(b)Notwithstanding Section 4.03(a), the Company and the Restricted Subsidiaries may incur the following (collectively, the “Permitted Indebtedness”):

(1)Indebtedness of the Company or any Restricted Subsidiary under any Credit Facility in an aggregate principal amount at any one time outstanding not to exceed the greater of:

(a)$85.0 million, less, without duplication, (i) any permanent repayment thereof or permanent reduction in commitments thereunder from the proceeds of one or more Asset Sales which are used to repay a Credit Facility pursuant to Section 4.07(b)(i) and (ii) the amount of Indebtedness outstanding at the date of determination pursuant to Section 4.03(b)(8); or

(b)at the time of any incurrence (i) 85% of accounts receivable of the Company and its Restricted Subsidiaries (excluding any Receivables and Related Assets sold, conveyed or otherwise transferred to a Securitization Entity in connection with a Qualified Securitization Transaction) as of the end of the most recently ended fiscal quarter for which internal consolidated financial statements are available, plus (ii) 60% of inventory of the Company and its Restricted Subsidiaries as of the end of the most recently ended fiscal quarter for which internal consolidated financial statements are available, in each case on a pro forma basis to give effect to any acquisition after such balance sheet date and on or prior to such date of incurrence;

(2)Indebtedness pursuant to (A) the Notes (excluding any Additional Notes) and any Guarantee of the Notes, and (B) any Exchange Notes issued in exchange for the Notes pursuant to the Registration Rights Agreement and any Guarantee of the Exchange Notes;

54

(3)Indebtedness of the Company or any Restricted Subsidiary outstanding on the Issue Date (including, without limitation, under the Issuers’ existing lease with EDS, but excluding Indebtedness referred to in Section 4.03(b)(1) or (b)(2));

(4)Indebtedness of the Company or a Restricted Subsidiary owing to the Company or a Restricted Subsidiary; provided that (i) any Indebtedness of the Issuers or a Guarantor owing to a Restricted Subsidiary that is not an Issuer or a Guarantor incurred after the Issue Date is unsecured and is subordinated in right of payment to the Notes or the Guarantee of such Guarantor, as the case may be, and (ii) any disposition or transfer of any such Indebtedness to a Person (other than to an Issuer or a Restricted Subsidiary or any pledge of such Indebtedness constituting a Permitted Lien) shall be deemed to be an incurrence of such Indebtedness not permitted by this clause (4);

(5)guarantees by the Company or any Restricted Subsidiary of Indebtedness of the Company or any of its Restricted Subsidiaries (other than guarantees by an Issuer or any Guarantor of Acquired Indebtedness incurred in reliance on Section 4.03(a) of any Person that does not become a Guarantor that is acquired by the Company or any Restricted Subsidiary other than guarantees of such Acquired Indebtedness by any other Person so acquired in connection therewith) which Indebtedness is permitted to be incurred under this Section 4.03;

(6)Indebtedness of the Company or any Restricted Subsidiary pursuant to any:

(a)Interest Rate Agreements;

(b)Commodity Price Protection Agreements; and

(c)Currency Agreements;

(7)Indebtedness of the Company or any Restricted Subsidiary represented by Capital Lease Obligations or Purchase Money Obligations or other Indebtedness in connection with the acquisition or development of real or personal, movable or immovable, property, in each case incurred or assumed for the purpose of financing or refinancing all or any part of the purchase price or cost of construction or improvement of property used in the business of the Company or such Restricted Subsidiary, in an aggregate principal amount not to exceed 10% of Consolidated Net Tangible Assets;

(8)Indebtedness incurred by a Securitization Entity in connection with a Qualified Securitization Transaction that is Non-recourse Indebtedness with respect to the Company and its Restricted Subsidiaries (except for Standard Securitization Undertakings);

(9)Indebtedness of the Company or any of its Restricted Subsidiaries (x) in connection with surety, performance, appeal or similar bonds, completion guarantees, or similar instruments entered into in the ordinary course of business or from letters of credit or other obligations in respect of property, casualty or liability insurance, self-insurance, workers’ compensation obligations or similar arrangements or (y) consisting of the financing of insurance premiums or take-or-pay obligations contained in supply arrangements, in each case incurred in the ordinary course of business;

(10)Indebtedness of the Company or any of its Restricted Subsidiaries arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently (except in the case of daylight overdrafts such amount need not be inadvertent) drawn

55

against insufficient funds in the ordinary course of business; provided, however, that such Indebtedness is extinguished within five Business Days of receipt by the Company or any Restricted Subsidiary of notice of such insufficient funds;

(11)Indebtedness of the Company or any Restricted Subsidiary arising from agreements for indemnification or purchase price adjustment obligations or similar obligations, or from guarantees or letters of credit, surety bonds or performance bonds securing any obligation of the Company or a Restricted Subsidiary pursuant to such an agreement, in each case, incurred or assumed in connection with the acquisition or disposition of any business, assets or properties;

(12)any renewals, extensions, substitutions, refundings, refinancing or replacements (collectively, a “refinancing”) of any Indebtedness incurred pursuant to Section 4.03(a) and Section 4.03(b)(2), (b)(3) and (b)(15), including any successive refinancing so long as Indebtedness of the Issuers or a Guarantor may only be refinanced with Indebtedness of the Issuers or a Guarantor and the aggregate principal amount of Indebtedness refinanced is not increased by such refinancing except by an amount equal to the lesser of (a) the stated amount of any premium or other payment contractually required to be paid in connection with such a refinancing pursuant to the terms of the Indebtedness being refinanced or (b) the amount of premium or other payment actually paid at such time to refinance the Indebtedness, plus, in either case, the amount of accrued interest, fees and expenses of the Issuers incurred in connection with such refinancing and (1) in the case of any refinancing of Indebtedness that is Subordinated Indebtedness, such new Indebtedness is made subordinated to the Notes at least to the same extent as the Indebtedness being refinanced and (2) in the case of Pari Passu Indebtedness or Subordinated Indebtedness, as the case may be, such refinancing does not reduce the Average Life to Stated Maturity of such Indebtedness;

(13)Indebtedness of the Company or any of its Restricted Subsidiaries supported by a letter of credit outstanding in reliance on Section 4.03(b)(1) in a principal amount not in excess of the stated amount of such letter of credit;

(14)Indebtedness of the Company and any Restricted Subsidiary to the extent the proceeds of such Indebtedness are deposited and used to consummate a Legal Defeasance or Covenant Defeasance pursuant to Article 8 or to discharge the Indenture pursuant to Article 14;

(15)Indebtedness of the Company or any Restricted Subsidiaries to officers, directors, employees and consultants of the Company and its Restricted Subsidiaries, their respective estates, spouses or former spouses, in each case to finance the purchase or redemption of Capital Stock of the Company to the extent permitted by Section 4.04(b)(9) upon termination, disability or death;

(16)Indebtedness in respect of Franchise Deposits in an aggregate principal amount at any time outstanding not to exceed the sum of (a) $5.0 million plus (b) the amount of any Franchise Deposits cash collateralized plus (c) $1.0 million for each franchise store of the Company or its Restricted Subsidiaries that becomes a franchise store after the Issue Date; and

(17)Indebtedness of the Company or any Restricted Subsidiary in addition to that described in Section 4.03(b)(1) through (16), and any refinancing of such Indebtedness, so long as the aggregate principal amount of all such Indebtedness shall not exceed $30.0 million outstanding at any one time.

(c)For purposes of determining compliance with this Section 4.03:

56

(1)In the event that an item of Indebtedness meets the criteria of more than one of the categories of Permitted Indebtedness, or is permitted to be incurred pursuant to Section 4.03(a), the Company will be permitted to classify all or a portion of such item of Indebtedness on the date of its incurrence, or subject to Section 4.03(c)(2), later reclassify all or a portion of such item of Indebtedness, in any manner that complies with this Section 4.03;

(2)Indebtedness under the Credit Agreement which is in existence or available on or prior to the Issue Date will be deemed to have been incurred on such date under Section 4.03(b)(1), and the Company will not be permitted to reclassify any portion of such Indebtedness thereafter;

(3)Indebtedness permitted by this covenant need not be permitted solely by reference to one provision permitting such Indebtedness but may be permitted in part by one such provision and in part by one or more other provisions of this Section 4.03 permitting such Indebtedness;

(4)Accrual of interest, accretion or amortization of original issue discount and the payment of interest on any Indebtedness in the form of additional Indebtedness with the same terms, and the payment of dividends on any Redeemable Capital Stock or Preferred Stock in the form of additional shares of the same class of Redeemable Capital Stock or Preferred Stock will not be deemed to be an incurrence of Indebtedness for purposes of this Section 4.03; provided, in each such case, that the amount thereof as accrued is included in the Consolidated Fixed Charge Coverage Ratio of the Company;

(5)With respect to any dollar denominated restriction on the incurrence of Indebtedness denominated in a foreign currency, the dollar equivalent principal amount of such Indebtedness incurred pursuant thereto shall be calculated based on the relevant currency exchange rate in effect on the date that such Indebtedness was incurred;

(6)The outstanding principal amount of any particular Indebtedness shall be counted only once and any obligations arising under any guarantee, Lien, letter of credit or similar instrument supporting such Indebtedness shall not be double counted; and

(7)The amount of Indebtedness issued at a price less than the amount of the liability thereof shall be determined in accordance with GAAP.

Section 4.04Limitation on Restricted Payments.

(a)The Company will not, and will not cause or permit any Restricted Subsidiary to, directly or indirectly (each a “Restricted Payment”):

(i)declare or pay any dividend on, or make any distribution to holders of, any shares of the Company’s Capital Stock (other than dividends or distributions payable solely in shares of its Qualified Capital Stock or in options, warrants or other rights to acquire shares of such Qualified Capital Stock);

(ii)purchase, redeem, defease or otherwise acquire or retire for value, directly or indirectly, shares of the Company’s Capital Stock;

(iii)make any principal payment on, or repurchase, redeem, defease, retire or otherwise acquire for value, prior to any scheduled principal payment, sinking fund payment or maturity,

57

any Subordinated Indebtedness (other than (x) Indebtedness permitted under Section 4.03(b)(4) or (y) the purchase, repurchase or other acquisition of such Subordinated Indebtedness purchased in anticipation of satisfying a sinking fund obligation, principal installment or final maturity, in each case due within one year of the date of purchase, repurchase or acquisition);

(iv)declare or pay any dividend or distribution on any Capital Stock of any Restricted Subsidiary to any Person (other than (a) dividends or distributions payable solely in shares of Capital Stock of such Restricted Subsidiary or in options, warrants or other rights to acquire shares of such Capital Stock, (b) to the Company or any of its Restricted Subsidiaries or (c) dividends or distributions made by a Restricted Subsidiary on a pro rata basis to all stockholders of such Restricted Subsidiary); or

(v)make any Investment (other than any Permitted Investments)

(the amount of any such Restricted Payment, if other than cash, shall be the Fair Market Value of the assets proposed to be transferred), unless

(1)at the time of and after giving effect to such proposed Restricted Payment, no Default or Event of Default shall have occurred and be continuing;

(2)at the time of and after giving effect to such Restricted Payment, the Company could incur $1.00 of additional Indebtedness (other than Permitted Indebtedness) under Section 4.03(a); and

(3)after giving effect to the proposed Restricted Payment, the aggregate amount of all such Restricted Payments (other than Permitted Payments described in Section 4.04(b)(2) through (10) and Section 4.04(b)(12) through (16)) declared (with respect to dividends) or made after the Issue Date does not exceed the sum of:

(A)50% of the aggregate Consolidated Net Income of the Company accrued on a cumulative basis during the period beginning on July 12, 2009 and ending on the last day of the Company’s last fiscal quarter ending prior to the date of the Restricted Payment for which internal financial statements of the Company are available (or, if such aggregate cumulative Consolidated Net Income shall be a loss, minus 100% of such loss);

(B)100% of the aggregate Net Cash Proceeds and the Fair Market Value of property received after the Issue Date by the Company either (1) as capital contributions or (2) from the issuance or sale (other than to any of its Subsidiaries) of Qualified Capital Stock of the Company or any options, warrants or rights to purchase such Qualified Capital Stock of the Company (except, in each case, to the extent such proceeds are used to purchase, redeem or otherwise retire Capital Stock or Subordinated Indebtedness as set forth in Section 4.04(b)(2) or (b)(3) and excluding the Net Cash Proceeds from the issuance of Qualified Capital Stock financed, directly or indirectly, using funds borrowed from the Company or any Subsidiary until and to the extent such borrowing is repaid);

(C)100% of the aggregate Net Cash Proceeds received after the Issue Date by the Company (other than from any of its Subsidiaries) upon the exercise of any options, warrants or rights to purchase Qualified Capital Stock of the Company (excluding the Net Cash Proceeds from the exercise of any options, warrants or rights to purchase Qualified Capital Stock financed, directly or indirectly, using funds borrowed from the Company or any Subsidiary until and to the extent such borrowing is repaid);

58

(D)the amount of reductions in the consolidated Indebtedness of the Company and its Restricted Subsidiaries upon conversion or exchange of any such Indebtedness into or for Qualified Capital Stock of the Company;

(E)100% of the aggregate amount received in cash and the Fair Market Value of property received by the Company or a Restricted Subsidiary by means of (i) the sale or other disposition (other than to the Company or a Restricted Subsidiary) of Investments (other than Permitted Investments or to the extent such Investment was a Restricted Payment made in Section 4.04(b)(16) of the next succeeding paragraph) made by the Company or its Restricted Subsidiaries and repurchases and redemptions of such Investments from the Company or its Restricted Subsidiaries and repayments of loans or advances, and releases of guarantees, which constitute Investments (other than Permitted Investments or to the extent such Investment was a Restricted Payment made in Section 4.04(b)(16) of the next succeeding paragraph) by the Company or its Restricted Subsidiaries, in each case after the Issue Date; or (ii) the sale or other disposition (other than to the Company or a Restricted Subsidiary) of the stock of an Unrestricted Subsidiary (other than to the extent the Investment in such Unrestricted Subsidiary was made by the Company or a Restricted Subsidiary pursuant to Section 4.04(b)(16) of the next succeeding paragraph or to the extent such Investment constituted a Permitted Investment) or a dividend or distribution from an Unrestricted Subsidiary after the Issue Date;

(F)in the case of the redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary after the Issue Date, the Fair Market Value of the Investment in such Unrestricted Subsidiary at the time of the redesignation of such Unrestricted Subsidiary as a Restricted Subsidiary, other than an Unrestricted Subsidiary to the extent the Investment in such Unrestricted Subsidiary constituted a Permitted Investment; and

(G)any amount which previously qualified as a Restricted Payment that was not a Permitted Payment on account of any guarantee entered into by the Company or any Restricted Subsidiary; provided that such guarantee has not been called upon and the obligation arising under such guarantee no longer exists.

(b)The provisions of Section 4.04(a) shall not prohibit the following Restricted Payments (each a “Permitted Payment”):

(1)the payment of any dividend or redemption of any Capital Stock or Subordinated Indebtedness within 60 days after the date of declaration thereof or call for redemption, if at such date of declaration or call for redemption such payment or redemption was permitted by the provisions of Section 4.04(a) (the declaration of such payment will be deemed a Restricted Payment under Section 4.04(a) as of the date of declaration, and the payment itself will be deemed to have been paid on such date of declaration and will not also be deemed a Restricted Payment under Section 4.04(a)) (it being understood that any Restricted Payment made in reliance on this clause (1) shall reduce the amount available for Restricted Payments pursuant to Section 4.04(a)(3) above only once);

(2)Restricted Payments made in exchange for (including any such exchange pursuant to the exercise of a conversion right or privilege in connection with which cash is paid in lieu of the issuance of fractional shares or scrip), or out of the Net Cash Proceeds of a substantially concurrent issuance and sale for cash (other than to a Subsidiary) of, Qualified Capital Stock of the Company; provided that the Net Cash Proceeds from the issuance of such shares of Qualified Capital Stock are excluded from Section 4.04(a)(3)(B);

59

(3)the repurchase, redemption, defeasance, retirement or acquisition for value or payment of principal of any Subordinated Indebtedness in exchange for, or out of the Net Cash Proceeds of, a substantially concurrent issuance and sale for cash (other than to any Subsidiary) of any Qualified Capital Stock of the Company; provided that the Net Cash Proceeds from the issuance of such shares of Qualified Capital Stock are excluded from Section 4.04(a)(3)(B);

(4)the repurchase, redemption, defeasance, retirement, or acquisition for value or payment of principal of any Subordinated Indebtedness (other than Redeemable Capital Stock) (a “refinancing”) in exchange for, or out of the Net Cash Proceeds of, the substantially concurrent issuance of new Subordinated Indebtedness of the Company; provided that any such new Subordinated Indebtedness:

(a)shall be in a principal amount that does not exceed the principal amount so refinanced, plus the amount of premium or other payment reasonably determined as necessary to refinance the Indebtedness, plus the amount of accrued interest, fees and expenses of the Company incurred in connection with such refinancing;

(b)has an Average Life to Stated Maturity equal to or greater than the remaining Average Life to Stated Maturity of the Subordinated Indebtedness being refinanced;

(c)has a Stated Maturity for its final scheduled principal payment no earlier than the Stated Maturity for the final scheduled principal payment of the Subordinated Indebtedness being refinanced; and

(d)is expressly subordinated in right of payment to the Notes at least to the same extent as the Subordinated Indebtedness to be refinanced;

(5)the repurchase of Capital Stock deemed to occur upon (a) exercise of stock options to the extent that shares of such Capital Stock represent a portion of the exercise price of such options and (b) the withholding of a portion of the Capital Stock granted or awarded to an employee to pay taxes associated therewith;

(6)the payment of cash in lieu of the issuance of fractional shares or scrip in connection with the exercise of warrants, options or other securities convertible into or exercisable for Capital Stock of the Company;

(7)the repurchase, redemption, or other acquisition or retirement for value of Redeemable Capital Stock of the Company or a Guarantor made by exchange for, or out of the proceeds of the sale of, Redeemable Capital Stock;

(8)so long as no Default or Event of Default exists or would occur, payments or distributions to stockholders pursuant to appraisal rights required under applicable law in connection with any consolidation, merger or transfer of assets, that complies with Section 5.01;

(9)the repurchase, retirement or other acquisition or retirement for value of Qualified Capital Stock of the Company, or a Restricted Payment to pay for the repurchase, retirement or other acquisition or retirement for value of Capital Stock of any of its direct or indirect parent companies, held by any future, present or former employee, director or consultant of the Company, any of its Subsidiaries or any of their respective direct or indirect parent companies pursuant to any management equity plan or stock option plan or any other management or employee

60

benefit plan or agreement; provided, however, that the aggregate Restricted Payments made under this clause (9) do not exceed in any calendar year $2.5 million (with unused amounts in any calendar year being carried over to the next two succeeding calendar years); provided further that such amount in any calendar year may be increased by an amount not to exceed:

(a)the cash proceeds from the sale of Qualified Capital Stock of the Company and, to the extent contributed to the capital of the Company, Capital Stock of any of the direct or indirect parent companies of the Company, in each case to members of management, directors or consultants of the Company, any of its Subsidiaries or any of their respective direct or indirect parent companies that occurs after the Issue Date, to the extent the Net Cash Proceeds from the sale of such Capital Stock have not otherwise been applied to the payment of Restricted Payments by virtue of Section 4.04(a)(3); plus

(b)the cash proceeds of key man life insurance policies received by the Company or any of its Restricted Subsidiaries after the Issue Date; less

(c)the amount of any Restricted Payments previously made with the cash proceeds described in clauses (a) or (b) of this clause (9);

and provided further that cancellation of Indebtedness owing to the Company from members of management of the Company and representing non-cash loans made by the Company to permit members of management to acquire Capital Stock of the Company, any of its Subsidiaries or its direct or indirect parent companies in connection with a repurchase of Capital Stock of the Company or any of the Company’s direct or indirect parent companies will not be deemed to constitute a Restricted Payment for purposes of this covenant;

(10)payments of dividends on Redeemable Capital Stock of the Issuers or any Restricted Subsidiary or Preferred Stock of a Restricted Subsidiary issued in accordance with Section 4.03;

(11)the declaration and payment of dividends on the Company’s common stock (or a Restricted Payment to any direct or indirect parent entity to fund a payment of dividends on such entity’s common stock), following the first public Equity Offering of such common stock after the Issue Date, of up to 6% per annum of the Net Cash Proceeds received by (or, in the case of a Restricted Payment to a direct or indirect parent entity, contributed to the capital of) the Company in or from any such public Equity Offering;

(12)Restricted Payments contemplated by this offering memorandum in connection with the Transactions;

(13)the repurchase, redemption or other acquisition or retirement for value of any Subordinated Indebtedness following an Asset Sale or Change of Control pursuant to provisions similar to those set forth in Section 4.07 or Section 4.09 at a purchase price not to exceed 100% of the principal amount thereof (or 101% in the case of an offer as a result of a Change of Control) plus accrued and unpaid interest to the date of purchase; provided that the Company has previously made a Change of Control Offer or Asset Sale Offer, as the case may be, with respect thereto and all Notes tendered by holders in connection therewith have been repurchased to the extent required by Section 4.07 or Section 4.09, as applicable;

(14)the declaration and payment of dividends or the payment of other distributions by the Company or a Restricted Subsidiary to, or the making of loans or advances to, any of their respective

61

direct or indirect parents in amounts required for any direct or indirect parent companies to pay, in each case without duplication,

(a)franchise taxes and other fees, taxes and expenses of any corporate parent required to maintain its corporate existence;

(b)for any taxable year in which the Company is a member of any consolidated, combined or similar income tax group of which any corporate parent is the common parent (a “Tax Group”), federal, foreign, state or local income taxes (as applicable) of the Tax Group that are attributable to the income of the Company and/or any of its Restricted Subsidiaries; provided that, in each taxable year, the amount of such payments (when aggregated with the amount of such taxes paid directly by the Company and its Restricted Subsidiaries) shall not exceed the amount that the Company and its Restricted Subsidiaries would have been required to pay in respect of such federal, foreign, state or local income taxes on a standalone basis;

(c)customary salary, bonus and other benefits payable to officers and employees of any direct or indirect parent company of the Company to the extent such salaries, bonuses and other benefits are attributable to the ownership or operation of the Company and its Restricted Subsidiaries;

(d)general corporate operating and overhead costs and expenses of any direct or indirect parent company of the Company to the extent such costs and expenses are attributable to the ownership or operation of the Company and its Restricted Subsidiaries;

(e)amounts payable to the Sponsors pursuant to the Sponsor Management Agreement as in effect on the Closing Date;

(f)fees and expenses related to any equity or debt offering of such parent entity (whether or not successful); and

(g)cash payments in lieu of issuing fractional shares in connection with the exercise of warrants, options or other securities convertible into or exchangeable for Capital Stock of any direct or indirect parent of the Company;

(15)distributions or payments of Securitization Fees and purchases of Receivables and Related Assets pursuant to a Securitization Repurchase Obligation in connection with a Qualified Securitization Transaction; and

(16)other Restricted Payments in an amount not to exceed $10.0 million.

For clarity purposes, all payments made pursuant to Section 4.04(b)(2) through (10) and Section 4.04(b)(12) through (16) shall not reduce the amount that would otherwise be available for Restricted Payments under Section 4.04(a).

Section 4.05Limitation on Transactions with Affiliates.

The Company will not, and will not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, enter into any transaction or series of related transactions (including, without limitation, the sale, purchase, exchange or lease of assets, property or services) with or for the benefit of any

62

Affiliate of the Company (other than the Company or a Restricted Subsidiary, including any Person that becomes a Restricted Subsidiary as a result of such transaction), unless:

(1)such transaction or series of related transactions is on terms that are not materially less favorable to the Company or such Restricted Subsidiary, as the case may be, than those that would be available in a comparable transaction in arm’s-length dealings with an unrelated third party;

(2)with respect to any transaction or series of related transactions involving aggregate value in excess of $5.0 million, the Company delivers an Officer’s Certificate to the Trustee certifying that such transaction or series of related transactions complies with clause (1) above; and

(3)with respect to any transaction or series of related transactions involving aggregate value in excess of $15.0 million, either

(a)such transaction or series of related transactions has been approved by a majority of the Disinterested Directors of the Board of Directors of the Company, or in the event there is only one Disinterested Director, by such Disinterested Director, or

(b)the Company delivers to the Trustee a written opinion of an investment banking firm of national standing or other recognized independent expert stating that the transaction or series of related transactions is fair to the Company or such Restricted Subsidiary from a financial point of view; provided, however, that this provision shall not apply to:

(i)directors’ fees, consulting fees, employee salaries, bonuses or employment agreements, incentive arrangements, compensation or employee benefit arrangements with any officer, director or employee of the Company or a Subsidiary of the Company, including under any stock option or stock incentive plans, customary indemnification arrangements with officers, directors or employees of the Company or a Subsidiary of the Company, in each case entered into in the ordinary course of business;

(ii)any Restricted Payments made in compliance with Section 4.04 or any Permitted Investment in a Person that is an Affiliate solely as a result of the Company’s and its Restricted Subsidiaries’ Investments in such Person;

(iii)any Qualified Securitization Transaction;

(iv)any issuance or sale of Qualified Capital Stock of the Company to Affiliates;

(v)transactions among the Company and/or any Restricted Subsidiary and/or any entity that is an Affiliate solely as a result of any Investment by the Company and/or such Restricted Subsidiary in such entity;

(vi)loans or advances to employees or consultants of the Company in the ordinary course of business for bona fide business purposes of the Company and its Restricted Subsidiaries (including, without limitation, travel, entertainment and moving expenses) made in compliance with applicable law;

63

(vii)any transactions undertaken pursuant to any agreements (including, without limitation, pursuant to the Sponsor Management Agreement) in existence on the Issue Date and described in this offering memorandum and any renewals, replacements or modifications of such contracts (pursuant to new transactions or otherwise) on terms not materially less favorable when taken as a whole to the holders of the Notes than those in effect on the Issue Date;

(viii)the existence of, or the performance by the Company or any of its Restricted Subsidiaries of their obligations under the terms of, any stockholders agreement, principal investors agreement (including any registration rights agreement or purchase agreement related thereto) to which it is a party as of the Issue Date and any similar agreements which it may enter into thereafter; provided, however, that the existence of, or the performance by the Company or any of its Restricted Subsidiaries of obligations under any future amendment to any such existing agreement or under any similar agreement entered into after the Issue Date shall only be permitted by this clause (viii) to the extent that the terms of any such amendment or new agreement are not otherwise materially disadvantageous to the holders when taken as a whole;

(ix)the Transactions;

(x)transactions with Unrestricted Subsidiaries, customers, clients, suppliers, or purchasers or sellers of goods or services, in each case in the ordinary course of business and otherwise in compliance with the terms of this Indenture which are fair to the Company and its Restricted Subsidiaries, in the reasonable determination of the Company’s Board of Directors or the senior management thereof, or are on terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated party;

(xi)payments by the Company or any of its Restricted Subsidiaries to any of the Sponsors made for any financial advisory, financing, underwriting or placement services or in respect of other investment banking activities, including, without limitation, in connection with acquisitions or divestitures which payments are approved in good faith by Disinterested Directors constituting a majority of such Disinterested Directors;

(xii)payments or loans (or cancellation of loans) to employees or consultants of the Company, any of its direct or indirect parent companies or any Restricted Subsidiary and employment agreements, severance arrangements, stock option plans and other similar arrangements with such employees or consultants which, in each case, are approved by a majority of the Board of Directors of the Company in good faith; and

(xiii)Investments by the Sponsors in debt securities of the Company or any of its Restricted Subsidiaries so long as (x) the Investment is being offered generally toother investors on the same or more favorable terms and (y) the Investment constitutes less than 5.0% of the proposed or outstanding issue amount of such class of securities.

Section 4.06Limitation on Liens.

The Company will not, and will not permit any of its Restricted Subsidiaries, directly or indirectly, to enter into, create, incur, assume or suffer to exist any Liens of any kind, on or with respect to any of its properties other than Permitted Liens.  Additionally, neither Issuer will, and will not permit any Guarantor, to grant or suffer to exist any Lien (other than pursuant to clause (a), (d), (g), (j) or (p) of the definition of “Permitted Liens”) on any leasehold interest (as lessee) in real property of an Issuer or any Guarantor for purposes of securing any Indebtedness for money borrowed unless the Issuers shall

64

have granted a Lien on such leasehold interest to the Collateral Agent for the benefit of the holders of Notes and the holders of Permitted Additional Pari Passu Obligations ranking prior to any other Liens.

Section 4.07Limitation on Sale of Assets.

(a)The Company will not, and will not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, consummate an Asset Sale unless (1) at least 75% of the consideration from such Asset Sale is received in cash, Cash Equivalents or Replacement Assets, (2) the Company or such Restricted Subsidiary receives consideration at the time of such Asset Sale at least equal to the Fair Market Value of the shares or assets subject to such Asset Sale, and (3) if such Asset Sale involves the disposition of Notes Priority Collateral or, after the Discharge of ABL Obligations, the disposition of ABL Priority Collateral, the Net Cash Proceeds thereof shall be paid directly by the purchaser of the Collateral to the Collateral Agent for deposit into the Collateral Account pending application in accordance with the provisions described below, and, if any property other than cash or Cash Equivalents is included in such Net Cash Proceeds, substantially all of such property shall be made subject to the Note Liens.

For purposes of Section 4.07(a)(1) above, the following will be deemed to be cash:

(A)the amount of any liabilities (other than Subordinated Indebtedness) of the Company or any Restricted Subsidiary that is actually assumed by the transferee in such Asset Sale and from which the Company and the Restricted Subsidiaries are fully and unconditionally released (excluding any liabilities that are incurred in connection with or in anticipation of such Asset Sale and contingent liabilities);

(B)the amount of any notes, securities or other similar obligations received by the Company or any Restricted Subsidiary from such transferee that is converted, sold or exchanged within 180 days of the related Asset Sale by the Company or the Restricted Subsidiaries into cash in an amount equal to the Net Cash Proceeds realized upon such conversion, sale or exchange; and

(C)the amount of any Designated Non-cash Consideration received by the Company or any of its Restricted Subsidiaries in the Asset Sale; provided that the aggregate of such Designated Non-cash Consideration received in connection with Asset Sales (and still held) shall not exceed the greater of (x) $5.0 million and (y) 1.5% of Consolidated Net Tangible Assets at any one time (with the Fair Market Value in each case being measured at the time received and without giving effect to subsequent changes in value).

(b)All or a portion of an amount equal to the Net Cash Proceeds of any Asset Sale may be applied by the Company or a Restricted Subsidiary to the extent the Company or such Restricted Subsidiary elects (or is required by the terms of any Indebtedness under the Credit Agreement or any Credit Facility):

(i)to the extent such Net Cash Proceeds constitute proceeds from the sale of (x) ABL Priority Collateral or assets that are not Collateral, to repay permanently any Indebtedness under the Credit Agreement or any other Credit Facility then outstanding as required by the terms thereof (and to effect a permanent reduction in the availability under the Credit Agreement or any other Credit Facility) or (y) assets of a Restricted Subsidiary that is not a Guarantor, to repay Indebtedness of a Restricted Subsidiary that is not a Guarantor;

(ii)to acquire (or enter into a legally binding agreement to acquire), all or substantially all of the assets of, or a majority of the Voting Stock of, a Permitted Business (or in the case

65

of an Asset Sale of ABL Priority Collateral, to acquire additional Collateral); provided that to the extent such Net Cash Proceeds are received in respect of Notes Priority Collateral, such Net Cash Proceeds are applied to acquire assets substantially all of which constitute Notes Priority Collateral;

(iii)to make a capital expenditure; provided that to the extent such Net Cash Proceeds are received in respect of Notes Priority Collateral, such expenditures shall relate to Notes Priority Collateral; or

(iv)to invest the Net Cash Proceeds (or enter into a legally binding agreement to invest) in Replacement Assets; provided that to the extent such Net Cash Proceeds are received in respect of Notes Priority Collateral, substantially all of such Replacement Assets constitute Notes Priority Collateral.

Pending the final application of any such Net Cash Proceeds (other than Trust Monies), the Issuers may temporarily reduce Indebtedness or otherwise invest such Net Cash Proceeds in any manner that is not prohibited by this Indenture.  If any such legally binding agreement to invest such Net Cash Proceeds is entered into and the Issuers shall have not consummated such investment (or a replacement investment) within 180 days of the date of such binding agreement or within 365 days of such Asset Sale, whichever is later, such Net Cash Proceeds which were to be invested shall constitute “Excess Proceeds”.  The amount of such Net Cash Proceeds not used or invested in accordance with the preceding clauses (i) through (iv) within 365 days (or such later number of days as provided in the preceding sentence) of the Asset Sale constitutes “Excess Proceeds.”

When the aggregate amount of Excess Proceeds exceeds $10.0 million, within 30 days thereof, or earlier at the option of the Issuers, the Issuers will make an offer (an “Offer”) to all Holders of Notes and (x) in the case of Net Cash Proceeds from an Asset Sale of Notes Priority Collateral, to the holders of any other Permitted Additional Pari Passu Obligations containing provisions similar to those set forth in this Section 4.07 with respect to asset sales or (y) in the case of any other Net Cash Proceeds, to all holders of other Pari Passu Indebtedness containing provisions similar to those set forth in this Section 4.07 with respect to asset sales, in each case, equal to the Excess Proceeds.  The offer price in any Offer will be equal to 100% of the principal amount of the Notes (and 100% of the principal amount or, if different, the accreted value of any Permitted Additional Pari Passu Obligations or Pari Passu Indebtedness) plus accrued and unpaid interest to the date of purchase, and will be payable in cash.  If any Excess Proceeds remain after consummation of an Offer, the Issuers may use those Excess Proceeds for any purpose not otherwise prohibited by this Indenture and such remaining amount shall not be added to any subsequent Excess Proceeds for any purpose under this Indenture.  If the aggregate principal amount of the Notes and principal amount or, if different, accreted value of other Permitted Additional Pari Passu Obligations (in the case of Net Cash Proceeds from Notes Priority Collateral) or Notes and other Pari Passu Indebtedness (in the case of any other Net Cash Proceeds) tendered into such Offer exceeds the amount of Excess Proceeds, the Trustee will select the Notes and other Permitted Additional Pari Passu Obligations or other Pari Passu Indebtedness, as the case may be, to be purchased on a pro rata basis.  Upon completion of each Offer, the amount of Excess Proceeds will be reset at zero.

(c)The Company shall determine in good faith whether, and to what extent, an Asset Sale is in respect of Notes Priority Collateral and to what extent the Net Cash Proceeds in respect of an Asset Sale of Notes Priority Collateral are used to acquire or are invested in Notes Priority Collateral taking into account all relevant factors, including without limitation, the existence of structurally senior claims against the Notes Priority Collateral and the assets of an entity whose Capital Stock is subject to such Asset Sale or acquired with such Net Cash Proceeds.

66

(d)The Issuers will comply with the applicable tender offer rules, including Rule 14e-1 under the Exchange Act, and any other applicable securities laws or regulations in connection with an Offer.  To the extent that the provisions of any securities laws or regulations conflict with this Section 4.07, the Company, or the applicable Restricted Subsidiary, will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 4.07 by virtue of such conflict.

Section 4.08Additional Guarantees.

The Issuers will cause within ten Business Days any Restricted Subsidiary formed or acquired after the Issue Date (other than a Foreign Subsidiary, a Securitization Entity and any Non-Guarantor Restricted Subsidiary if the Fair Market Value of such Non-Guarantor Restricted Subsidiary, together with the Fair Market Value of all other Non-Guarantor Restricted Subsidiaries, as of such date, does not exceed in the aggregate $30.0 million) to execute and deliver a supplemental indenture in the form of Exhibit D providing for a Guarantee of the Notes and supplements to the applicable Security Documents in order to grant a Lien in the Collateral owned by such Restricted Subsidiary to the extent required by the Security Documents and take all actions required by the Security Documents to perfect such Lien.  In addition, to the extent the collective Fair Market Value of the Company’s Non-Guarantor Restricted Subsidiaries, as of the date of the creation of, acquisition of or Investment in a Non-Guarantor Restricted Subsidiary, exceeds $30.0 million, the Company shall cause, within ten Business Days after such date, one or more of such Non-Guarantor Restricted Subsidiaries to similarly execute and deliver a supplemental indenture in the form of Exhibit D providing for a Guarantee of the Notes and a supplement to the applicable Security Documents in order to grant a Lien in the Collateral owned by such Restricted Subsidiary to the extent required by the Security Documents such that the collective Fair Market Value of all remaining Non-Guarantor Restricted Subsidiaries does not exceed $30.0 million and take all actions required by the Security Documents to perfect such Lien.  In addition, the Company will not permit any Non-Guarantor Restricted Subsidiary to guarantee the payment of any Indebtedness of the Company or any other Guarantor unless such Non-Guarantor Restricted Subsidiary simultaneously delivers a supplemental indenture in the form of Exhibit D providing for a Guarantee of the Notes by such Non-Guarantor Restricted Subsidiary and a joinder agreement related to the Security Documents, providing for a pledge of its assets as Collateral for the Notes to the extent required by the Security Documents and take all actions required by the Security Documents to perfect such Lien.

Section 4.09Purchase of Notes upon a Change of Control.

(a)If a Change of Control occurs, each Holder of Notes will have the right to require that the Issuers purchase all or any part (in integral multiples of $1,000 except that no Note will be purchased in part if the remaining principal amount of such Note would be less than $2,000) of such Holder’s Notes pursuant to the offer described below (a “Change of Control Offer”).  In the Change of Control Offer, the Issuers will offer to purchase all of the Notes, at a purchase price (the “Change of Control Purchase Price”) in cash in an amount equal to 101% of the principal amount of such Notes, plus accrued and unpaid interest, if any, to the date of purchase (the “Change of Control Purchase Date”) (subject to the rights of Holders of record on the relevant Record Date to receive interest due on an Interest Payment Date).

(b)Unless an Issuer has previously or concurrently mailed a notice of redemption with respect to all of the outstanding Notes pursuant to Section 3.03 within 30 days of any Change of Control or, at the Issuers’ option, prior to such Change of Control but after it is publicly announced, the Issuers must notify the Trustee and give written notice (a “Change of Control Purchase Notice”) of the

67

Change of Control to each Holder of Notes, by first-class mail, postage prepaid, at its address appearing in the Note Register.  The notice must state:

(i)that a Change of Control has occurred or will occur, the date of such event, and that such Holder has the right to require the Issuers to repurchase such Holder’s Notes at the Change of Control Purchase Price;

(ii)that the Change of Control Offer is being made pursuant to this Section 4.09 and that all Notes properly tendered pursuant to the Change of Control Offer will be accepted for payment at the Change of Control Purchase Price;

(iii)the Change of Control Purchase Date, which shall be fixed by the Issuers on a Business Day no earlier than 30 days nor later than 60 days from the date such notice is mailed, or such later date as is necessary to comply with requirements under the Exchange Act; provided that the Change of Control Purchase Date may not occur prior to the Change of Control;

(iv)the Change of Control Purchase Price;

(v)that the Change of Control Purchase Price for any Notes which has been properly tendered and not withdrawn will be paid promptly following the Change of Control Purchase Date;

(vi)that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender such Notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse of such Notes completed, to the Paying Agent specified in the notice at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Purchase Date;

(vii)that Holders shall be entitled to withdraw their tendered Notes and their election to require the Issuers to purchase such Notes, provided that the Paying Agent receives, not later than the close of business on the 30th day following the date of the Change of Control Purchase Notice, a facsimile transmission or letter setting forth the name of the Holder of the Notes, the principal amount of Notes tendered for purchase, and a statement that such Holder is withdrawing its tendered Notes and its election to have such Notes purchased;

(viii)that any Note not tendered will continue to accrue interest; and

(ix)that, unless the Issuers default in the payment of the Change of Control Purchase Price, any Notes accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest after the Change of Control Purchase Date.

(c)On the Change of Control Purchase Date, the Issuers shall, to the extent permitted by law,

(i)accept for payment all Notes issued by it or portions thereof properly tendered pursuant to the Change of Control Offer;

(ii)deposit with the Paying Agent an amount equal to the aggregate Change of Control Purchase Price in respect of all Notes or portions thereof so tendered; and

68

(iii)deliver, or cause to be delivered, to the Trustee for cancellation the Notes so accepted together with an Officer’s Certificate to the Trustee stating that such Notes or portions thereof have been tendered to and purchased by the Issuers.

(d)Subject to applicable escheat laws, the Trustee and the Paying Agent shall return to the Issuers any cash that remains unclaimed, together with interest or dividends, if any, thereon, held by them for the payment of the Change of Control Purchase Price; provided, however, that, (x) to the extent that the aggregate amount of cash deposited by the Issuers pursuant to clause (ii) of clause (c) above exceeds the aggregate Change of Control Purchase Price of the Notes or portions thereof to be purchased, then the Trustee shall hold such excess for the Issuers and (y) unless otherwise directed by the Issuers in writing, promptly after the Business Day following the Change of Control Purchase Date the Trustee shall return any such excess to the Issuers together with interest, if any, thereon.

(e)The Issuers shall comply, to the extent applicable, with the applicable tender offer rules, including Rule 14e-1 under the Exchange Act, and any other applicable securities laws or regulations in connection with a Change of Control Offer.  To the extent that the provisions of any securities laws or regulations conflict with this Section 4.09, the Issuers will comply with the applicable securities laws and regulations and will not be deemed to have breached their obligations under this Section 4.09 by virtue of such conflict.

(f)Notwithstanding the foregoing, the Issuers will not be required to make a Change of Control Offer upon a Change of Control if a third party makes the Change of Control Offer, in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.09 applicable to a Change of Control Offer made by the Issuers and purchases all the Notes validly tendered and not withdrawn under such Change of Control Offer.

(g)The Issuers’ obligation to make a Change of Control Offer to repurchase the Notes may be waived or modified with the written consent of the Holders of a majority in principal amount of the Notes then outstanding pursuant to Section 9.02.

Section 4.10Reserved.

Section 4.11Limitation on Dividend and Other Payment Restrictions Affecting Subsidiaries.

(a)The Company will not, and will not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to:

(1)pay dividends or make any other distributions on its Capital Stock;

(2)pay any Indebtedness owed to the Company or any other Restricted Subsidiary;

(3)make any Investment in the Company or any other Restricted Subsidiary; or

(4)transfer any of its properties or assets to the Company or any other Restricted Subsidiary.

(b)Section 4.11(a) will not prohibit any:

69

(1)encumbrance or restriction pursuant to an agreement or instrument (including, without limitation, the Credit Agreement (and related security documents), the Notes, this Indenture, the Guarantees and the Security Documents) in effect on the Issue Date or any agreement governing Indebtedness that contains encumbrances and restrictions that are not materially more restrictive then those contained in this Indenture, the Guarantees, the Credit Agreement and the Security Documents;

(2)encumbrance or restriction with respect to a Restricted Subsidiary that is not a Restricted Subsidiary on the Issue Date, in existence at the time such Person becomes a Restricted Subsidiary and not incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary, provided that such encumbrances and restrictions are not applicable to any Restricted Subsidiary or the properties or assets of any Restricted Subsidiary other than such Subsidiary which is becoming a Restricted Subsidiary or such Subsidiary’s Subsidiaries;

(3)encumbrance or restriction pursuant to any agreement governing any Indebtedness represented by Capital Lease Obligations or Purchase Money Obligations permitted to be incurred under Section 4.03;

(4)encumbrance or restriction contained in any Acquired Indebtedness or other agreement of any Person or related to assets acquired (whether by merger, consolidation or otherwise) by the Company or any Restricted Subsidiaries, so long as such encumbrance or restriction (A) was not entered into in contemplation of the acquisition, merger or consolidation transaction, and (B) is not applicable to any Person, or the properties or assets of any Person, other than the Person or such Person’s Subsidiaries, or the property or assets of the Person or such Person’s Subsidiaries, so acquired;

(5)encumbrance or restriction existing under applicable law, rule, regulation or order or any requirement of any regulatory body;

(6)in the case of Section 4.11(a)(4), Liens securing Indebtedness otherwise permitted to be incurred under Section 4.06 that limit the right of the debtor to dispose of the assets subject to such Liens;

(7)customary non-assignment provisions in leases, licenses or contracts;

(8)customary restrictions contained in (A) asset sale agreements that limit the transfer of such assets pending the closing of such sale and (B) any other agreement for the sale or other disposition of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending its sale or other disposition;

(9)customary restrictions imposed by the terms of shareholders’, partnership or joint venture agreements; provided, however, that such restrictions do not apply to any Restricted Subsidiaries other than the applicable company, partnership or joint venture;

(10)restrictions contained in Indebtedness of Restricted Subsidiaries permitted to be incurred under this Indenture, so long as such restrictions or encumbrances are customary for Indebtedness of the type incurred and which the Board of Directors of the Company determines in good faith will not adversely affect the Issuers’ ability to make payments of principal or interest on the Notes;

70

(11)encumbrance or restriction with respect to a Securitization Entity in connection with a Qualified Securitization Transaction; provided, however, that such encumbrances and restrictions are necessary or advisable to effect the transactions contemplated under such Qualified Securitization Transaction in the good faith determination of the Company;

(12)restrictions on cash or other deposits or net worth imposed by customers or suppliers under contracts entered into in the ordinary course of business; and

(13)encumbrance or restriction under any agreement that amends, extends, renews, refinances or replaces the agreements containing the encumbrances or restrictions in the foregoing clauses (1) through (12), or in this clause (13); provided that the terms and conditions of any such encumbrances or restrictions are no more restrictive in any material respect than those under or pursuant to the agreement evidencing the Indebtedness so extended, renewed, refinanced or replaced.

Section 4.12Limitation on Unrestricted Subsidiaries.

The Issuers may designate after the Issue Date any Subsidiary as an “Unrestricted Subsidiary” under this Indenture only if:

(a)no Default shall have occurred and be continuing at the time of or after giving effect to such designation;

(b)either (i) such Subsidiary has total assets of less than $1,000 or (ii) the Issuers would be permitted to make an Investment at the time of designation (assuming the effectiveness of such designation) pursuant to Section 4.04 in an amount (the “Designation Amount”) equal to the Fair Market Value of the Company’s and its Restricted Subsidiaries’ Investments in such Subsidiary (including any guarantee of the obligations of such Unrestricted Subsidiary that will not be released concurrently with such designation but excluding any amounts attributable to Investments made prior to the Issue Date);

(c)such Unrestricted Subsidiary does not own any Capital Stock in any Restricted Subsidiary which is not simultaneously being designated an Unrestricted Subsidiary;

(d)such Unrestricted Subsidiary is not liable, directly or indirectly, with respect to any Indebtedness other than Non-recourse Indebtedness, provided that an Unrestricted Subsidiary may provide a Guarantee for the Notes; and

(e)such Unrestricted Subsidiary is not a party to any agreement, contract, arrangement or understanding at such time with the Company or any Restricted Subsidiary unless the terms of any such agreement, contract, arrangement or understanding are not materially less favorable to the Company or such Restricted Subsidiary than those that might be obtained at the time from Persons who are not Affiliates of the Issuers or, in the event such condition is not satisfied, the value of such agreement, contract, arrangement or understanding to such Unrestricted Subsidiary from and after the date of designation shall be deemed a Restricted Payment.

In the event of any such designation, the Issuers shall be deemed to have made an Investment pursuant to Section 4.04 for all purposes of this Indenture in an amount equal to the Designation Amount.  For purposes of the foregoing, the designation of a Subsidiary of an Issuer as an Unrestricted Subsidiary shall be deemed to be the designation of all of the Subsidiaries of such Subsidiary

71

as Unrestricted Subsidiaries.  Unless so designated as an Unrestricted Subsidiary, any Person that becomes a Subsidiary of an Issuer will be classified as a Restricted Subsidiary.

The Issuers may revoke any designation of a Subsidiary as an Unrestricted Subsidiary if:

(a)no Default shall have occurred and be continuing at the time of and after giving effect to such revocation;

(b)all Liens and Indebtedness of such Unrestricted Subsidiary outstanding immediately following such revocation would, if incurred at such time, have been permitted to be incurred for all purposes of this Indenture; and

(c)unless such redesignated Subsidiary shall not have any Indebtedness outstanding (other than Indebtedness that would be Permitted Indebtedness), (x) if prior to such revocation the Company could incur $1.00 of additional Indebtedness pursuant to Section 4.03(a) immediately after giving effect to such proposed revocation, and after giving pro forma effect to the incurrence of any such Indebtedness of such redesignated Subsidiary as if such Indebtedness was incurred on the date of the revocation, the Company could incur $1.00 of additional Indebtedness pursuant to Section 4.03(a) or (y) if prior to such revocation the Company could not incur $1.00 of additional Indebtedness pursuant to Section 4.03(a) the Company’s Consolidated Fixed Charge Coverage Ratio does not decline as a result of such revocation.

All designations and revocations must be evidenced by a resolution of the Company’s Board of Directors delivered to the Trustee certifying compliance with the foregoing provisions.

Section 4.13Provision of Financial Information.

(a)The Company shall furnish to the Trustee and, upon request, to beneficial owners and prospective investors of the Notes, a copy of all of the information and reports referred to in clauses (1) and (2) below within 15 days after the time periods specified in the SEC’s rules and regulations (assuming the Notes were registered under Section 13(a) or Section 15(d) of the Exchange Act):

(1)all quarterly and annual financial information that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K if the Company were required to file such Forms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report on the annual financial statements by the Company’s certified independent accountants; provided that, prior to the Exchange Offer, financial statements may omit the footnote disclosures omitted from the financial statements included in the Offering Memorandum for periods in such fiscal years; and

(2)all current reports that would be required to be filed with the SEC on Form 8-K if the Company were required to file such reports;

provided that if the Company files such reports electronically with the SEC within such time periods, the Company shall not be required to furnish such reports as specified above.

(b)After consummation of the Exchange Offer, whether or not required by the SEC, the Company shall comply with the periodic reporting requirements of the Exchange Act and shall file the reports specified in Section 4.13(a) with the SEC within the time periods specified in Section 4.13(a) unless the SEC will not accept such a filing.  If, notwithstanding the foregoing, the SEC will not accept the Company’s filings for any reason, the Company shall post the reports referred to in Section 4.13(a) on

72

its website within the time periods that would apply if the Company were required to file those reports with the SEC.

(c)For so long as any Notes are outstanding, the Company shall also:

(1)within 15 Business Days after filing with the Trustee or the SEC, as the case may be, the annual and quarterly information required pursuant to the preceding two paragraphs, hold a conference call for Holders of Notes, prospective investors and market makers (it being understood that prior to completion of the Exchange Offer, the Company may limit participants to the extent it determines in good faith such limitations are prudent to ensure compliance with the Securities Act and other applicable securities laws) to discuss such reports and the results of operations for the relevant reporting period; and

(2)employ commercially reasonable means expected to reach Persons entitled to participate in such conference calls in accordance with the foregoing paragraph no fewer than three Business Days prior to the date of the conference call required to be held in accordance with clause (1) above, to announce the time and date of such conference call and either including all information necessary to access the call or directing such Persons to contact the appropriate contact at the Company to obtain such information.

(d)Notwithstanding the foregoing, so long as the direct or indirect parent company becomes a Guarantor, the reports, information and other documents required to be filed and provided in accordance with clause (a) and (b) above will be those of such parent, rather than those of the Company, so long as such filings would satisfy the SEC’s requirements (assuming the Notes were registered under Section (13)(a) or Section 15(d) of the Exchange Act).

(e)In addition, so long as any of the Notes remain outstanding, the Issuers will make available to any prospective purchaser of Notes or beneficial owner of Notes in connection with any sale thereof the information required by Rule 144A(d)(4) under the Securities Act, until such time as the Issuers have either exchanged the Notes for securities identical in all material respects which have been registered under the Securities Act or until such time as the Holders thereof have disposed of such Notes pursuant to an effective registration statement under the Securities Act.

Section 4.14Statement by Officers as to Default.

(a)The Issuers will deliver to the Trustee, on or before a date not more than 120 days after the end of each fiscal year of the Issuers, an Officer’s Certificate, as to compliance herewith, including whether or not, after a review of the activities of the Issuers during such year and of the Issuers’ and each Guarantor’s performance under this Indenture, to the best knowledge, based on such review, of the signers thereof, the Issuers and each Guarantor have fulfilled all of their respective obligations and are in compliance with all conditions and covenants under this Indenture throughout such year, as the case may be, and, if there has been a Default specifying each Default and the nature and status thereof and any actions being taken by the Issuers and the Guarantors with respect thereto.

(b)When any Default or Event of Default has occurred and is continuing, the Issuers shall deliver to the Trustee by registered or certified mail or facsimile transmission of an Officer’s Certificate specifying such Default or Event of Default, within five Business Days after becoming aware of the occurrence of such Default or Event of Default.

73

ARTICLE 5

SUCCESSORS

Section 5.01Consolidation, Merger or Sale of Assets.

(a)No Issuer will, in a single transaction or through a series of related transactions, consolidate with or merge with or into any other Person or sell, assign, convey, transfer, lease or otherwise dispose of all or substantially all of its properties and assets to any Person or group of Persons, unless at the time and after giving effect thereto:

(1)either (a) such Issuer will be the continuing corporation or (b) the Person formed by or surviving such consolidation or merger or the Person which acquires by sale, assignment, conveyance, transfer, lease or disposition all or substantially all of the properties and assets of such Issuer and their Restricted Subsidiaries on a consolidated basis (the “Surviving Entity”) (i) shall be a corporation, limited liability company or partnership duly organized and validly existing under the laws of the United States of America, any state thereof or the District of Columbia; provided that there shall be an obligor or a co-obligor that is a corporation, (ii) shall expressly assume by a supplemental indenture, in a form reasonably satisfactory to the Trustee, all the obligations of such Issuer under the Notes and this Indenture and the Registration Rights Agreement, as the case may be, and the Notes and this Indenture and the Registration Rights Agreement will remain in full force and effect as so supplemented (and any Guarantees will be confirmed as applying to such Surviving Entity’s obligations) and (iii) shall expressly assume the due and punctual performance of the covenants and obligations of such Issuer under the Security Documents;

(2)after giving effect to such transaction, no Default or Event of Default exists;

(3)after giving effect to such transaction, the Company (or the Surviving Entity if the Company is not the continuing obligor under this Indenture) could (a) incur $1.00 of additional Indebtedness under the provisions of Section 4.03(a) or (b) the Consolidated Fixed Charge Coverage Ratio of the Company or the Surviving Entity is equal to or greater than the Company’s Consolidated Fixed Charge Coverage Ratio immediately prior to such transaction;

(4)at the time of the transaction, each Guarantor, if any, unless it is the other party to the transactions described above, will have by supplemental indenture confirmed that its Guarantee shall apply to such Person’s obligations under this Indenture and the Notes;

(5)at the time of the transaction, such Issuer or the Surviving Entity will have delivered, or caused to be delivered, to the Trustee, in form and substance reasonably satisfactory to the Trustee, an Officer’s Certificate and an Opinion of Counsel, each to the effect that such consolidation, merger, transfer, sale, assignment, conveyance, transfer, lease or other transaction and the supplemental indenture in respect thereof comply with this Indenture and that all conditions precedent provided for in this Section 5.01(a) relating to such transaction have been complied with;

(6)such Issuer or the Surviving Entity, as applicable, promptly causes such amendments, supplements or other instruments to be executed, delivered, filed and recorded, as applicable, in such jurisdictions as may be reasonably required by applicable law to preserve and protect the Lien of the Security Documents on the Collateral owned by or transferred to such Issuer or the Surviving Entity; and

74

(7)the Collateral owned by or transferred to such Issuer or the Surviving Entity, as applicable, shall (a) continue to constitute Collateral under this Indenture and the Security Documents, (b) be subject to the Lien in favor of the Collateral Agent for the benefit of the Trustee and the holders of the Notes, and (c) not be subject to any Lien other than Permitted Liens.

Notwithstanding Sections 5.01(a)(2) and (a)(3), (1) either Issuer may consolidate with, merge into or transfer all or part of its properties and assets to the other Issuer; (2) any Restricted Subsidiary may consolidate with, merge into or transfer all or part of its properties and assets to another Restricted Subsidiary and (3) either Issuer may merge with an Affiliate that has no significant assets or liabilities and was formed solely for the purpose of changing such Issuer’s jurisdiction of organization to another state of the United States.

(b)Each Guarantor will not, and the Issuers will not permit a Guarantor to, in a single transaction or through a series of related transactions, consolidate with or merge with or into any other Person (other than the Issuers or any Guarantor) or sell, assign, convey, transfer, lease or otherwise dispose of all or substantially all of its properties and assets to any Person or group of Persons (other than the Issuers or any Guarantor), unless at the time and after giving effect thereto:

(1)(a) either (i) the Guarantor will be the continuing corporation or limited liability company, as the case may be, in the case of a consolidation or merger involving the Guarantor or (ii) the Person formed by or surviving such consolidation or merger or the Person which acquires by sale, assignment, conveyance, transfer, lease or disposition all or substantially all of the properties and assets of the Guarantor on a consolidated basis (the “Surviving Guarantor Entity”) will be a corporation, limited liability company, limited liability partnership, partnership (whether general or limited) or trust duly organized and validly existing under the laws of the United States of America, any state thereof or the District of Columbia and such Person (x) expressly assumes, by a supplemental indenture, in a form reasonably satisfactory to the Trustee, all the obligations of such Guarantor under its Guarantee of the Notes and this Indenture and the Registration Rights Agreement and such Guarantee, Indenture and Registration Rights Agreement will remain in full force and effect; and (y) shall expressly assume the due and punctual performance of the covenants and obligations of the applicable Guarantor under the Security Documents;

(b)after giving effect to such transaction, no Default or Event of Default exists;

(c)at the time of the transaction such Guarantor or the Surviving Guarantor Entity will have delivered, or caused to be delivered, to the Trustee, in form and substance reasonably satisfactory to the Trustee, an Officer’s Certificate and an Opinion of Counsel, each to the effect that such consolidation, merger, transfer, sale, assignment, conveyance, lease or other transaction and the supplemental indenture in respect thereof comply with this Indenture and that all conditions precedent therein provided for relating to such transaction have been complied with;

(d)the Guarantor or the Surviving Guarantor Entity, as applicable, promptly causes such amendments, supplements or other instruments to be executed, delivered, filed and recorded, as applicable, in such jurisdictions as may be reasonably required by applicable law to preserve and protect the Lien of the Security Documents on the Collateral owned by or transferred to the Guarantor or the Surviving Guarantor Entity;

(e)the Collateral owned by or transferred to the Guarantor or the Surviving Guarantor Entity, as applicable, shall (i) continue to constitute Collateral under this Indenture and the Security Documents, (ii) be subject to the Lien in favor of the Collateral Agent for the benefit of

75

the Trustee and the holders of the Notes, and (iii) not be subject to any Lien other than Permitted Liens; and

(f)the property and assets of the Person which is merged or consolidated with or into the Guarantor or the Surviving Guarantor Entity, as applicable, to the extent that they are property or assets of the types which would constitute Collateral under the Security Documents, shall be treated as after acquired property and the Guarantor or the Surviving Guarantor Entity shall take such action as may be reasonably necessary to cause such property and assets to be made subject to the Lien of the Security Documents in the manner and to the extent required in this Indenture; or

(2)the transaction is made in compliance with Section 4.07.

For purposes of this Section 5.01, the sale, lease, conveyance, assignment, transfer or other disposition of all or substantially all of the properties and assets of one or more Restricted Subsidiaries of the Company, which properties and assets, if held by the Company instead of such Restricted Subsidiaries, would constitute all or substantially all of the properties and assets of the Company on a consolidated basis, shall be deemed to be the sale, lease, conveyance, assignment, transfer or other disposition of all or substantially all of the properties and assets of the Company.

Section 5.02Successor Substituted.

Upon any consolidation or merger, or any sale, assignment, conveyance, transfer, lease or disposition of all or substantially all of the properties and assets of any Issuer or any Guarantor, if any, in accordance with Section 5.01, the successor Person formed by such consolidation or into which such Issuer or such Guarantor, as the case may be, is merged, or the successor Person to which such sale, assignment, conveyance, transfer, lease or disposition is made, shall succeed to, and be substituted for, and may exercise every right and power of, such Issuer or such Guarantor, as the case may be, under this Indenture, the Notes and/or the related Guarantee, as the case may be, and the Registration Rights Agreement, with the same effect as if such successor had been named as such Issuer or such Guarantor, as the case may be, herein, in the Notes and/or in the Guarantee, as the case may be, and the Registration Rights Agreement, and the applicable Issuer or such Guarantor, as the case may be, shall be discharged from all obligations and covenants under this Indenture and the Notes or its Guarantee, as the case may be, and the Registration Rights Agreement; provided that in the case of a transfer by lease, the predecessor shall not be released from the payment of principal and interest on the Notes or its Guarantee, as the case may be.

ARTICLE 6

DEFAULTS AND REMEDIES

Section 6.01Events of Default.

An “Event of Default” wherever used herein, means any one of the following events:

(1)there shall be a default in the payment of any interest on any Note when it becomes due and payable, and such default shall continue for a period of 30 days;

(2)there shall be a default in the payment of the principal of (or premium, if any, on) any Note at its Maturity (upon acceleration, optional redemption, required repurchase or otherwise);

76

(3)(a) there shall be a default in the performance, or breach, of any covenant or agreement of an Issuer or any Guarantor under this Indenture or any Guarantee (other than a default in the performance, or breach, of a covenant or agreement which is specifically dealt with in clause (1) or (2) above or in clause (b), (c) or (d) of this clause (3)) and such default or breach shall continue for a period of 60 days after written notice has been given, by certified mail, (1) to the Issuers by the Trustee or (2) to the Issuers and the Trustee by the Holders of at least 25% in aggregate principal amount of the outstanding Notes; (b) there shall be a default in the performance or breach of the provisions described in Section 5.01; (c) the Issuers shall have failed to make or consummate an Offer in accordance with the provisions of Section 4.07; or (d) the Issuers shall have failed to make or consummate a Change of Control Offer in accordance with the provisions of Section 4.09;

(4)(a) any default in the payment of the principal or premium, if any, on any Indebtedness when due under any of the agreements, indentures or instruments under which the Issuers, any Guarantor or any Restricted Subsidiary then has outstanding Indebtedness (other than Indebtedness owed to the Issuers or a Restricted Subsidiary) in excess of $15.0 million (“Material Indebtedness”) and such default shall have continued after giving effect to any applicable grace period and shall not have been cured or waived or (b) an event of default as defined in any of the agreements, indentures or instruments described in subclause (a) of this clause (4) shall have occurred and the Material Indebtedness thereunder, if not already matured at its final maturity in accordance with its terms, shall have been accelerated;

(5)any Guarantee of any Significant Subsidiary or any group of Restricted Subsidiaries which collectively (as of the latest audited consolidated financial statements for the Company) would constitute a Significant Subsidiary shall for any reason cease to be, or shall for any reason be asserted in writing by any Guarantor or the Issuers not to be, in full force and effect and enforceable in accordance with its terms, except to the extent permitted by this Indenture and any such Guarantee;

(6)one or more final, non-appealable judgments or orders of any court or regulatory or administrative agency for the payment of money in excess of $15.0 million (net of any amounts to the extent that they are covered by insurance), either individually or in the aggregate, shall be rendered against an Issuer, any Guarantor or any Restricted Subsidiary which has not been discharged, fully bonded or stayed for a period of 60 consecutive days;

(7)there shall have been the entry of a decree or order that remains unstayed and in effect for 60 consecutive days by a court of competent jurisdiction under any applicable Bankruptcy Law (a) for relief in an involuntary case or proceeding in respect of such Issuer, any Significant Subsidiary or any group of Restricted Subsidiaries which collectively (as of the latest audited consolidated financial statements for the Company and its Restricted Subsidiaries) would constitute a Significant Subsidiary or (b) adjudging such Issuer, any Significant Subsidiary or any group of Restricted Subsidiaries which collectively (as of the latest audited consolidated financial statements for the Company and its Restricted Subsidiaries) would constitute a Significant Subsidiary bankrupt or insolvent or (c) seeking reorganization, arrangement, adjustment or composition under any applicable federal or state law of or in respect of such Issuer, any Significant Subsidiary or any group of Restricted Subsidiaries which collectively (as of the latest audited consolidated financial statements for the Company and its Restricted Subsidiaries) would constitute a Significant Subsidiary or (d) appointing a custodian of such Issuer, any Significant Subsidiary or any group of Restricted Subsidiaries which collectively (as of the latest audited consolidated financial statements for the Company and its Restricted Subsidiaries) would constitute a Significant

77

Subsidiary or of substantially all of the assets of such Issuer or such Significant Subsidiary, or ordering the winding up or liquidation of their affairs;

(8)such Issuer, any Significant Subsidiary or any group of Restricted Subsidiaries which collectively (as of the latest audited consolidated financial statements for the Company and its Restricted Subsidiaries) would constitute a Significant Subsidiary (a) commences a voluntary case or proceeding in respect of such Issuer, such Significant Subsidiary or such group of Restricted Subsidiaries under any applicable Bankruptcy Law or any other case or proceeding to be adjudicated bankrupt or insolvent, (b) consents to the entry of a decree or order for debt relief in respect of such Issuer, such Significant Subsidiary or such group of Restricted Subsidiaries in an involuntary case or proceeding under any applicable Bankruptcy Law or to the commencement of any bankruptcy or insolvency case or proceeding against it, (c) files a petition or answer or consent seeking reorganization or debt relief in respect of such Issuer, such Significant Subsidiary or such group of Restricted Subsidiaries under any Bankruptcy Law or applicable federal or state insolvency law, (d) consents to the filing of such petition for the appointment of, or taking possession by, a custodian of such Issuer, such Significant Subsidiary or such group of Restricted Subsidiaries or of substantially all of the assets of such Issuer or such Significant Subsidiary, (e) makes an assignment for the benefit of creditors, (f) admits in writing its inability to pay its debts generally as they become due or (g) takes any corporate action to authorize any such actions in this clause (8); or

(9)unless all of the Collateral has been released from the Note Liens in accordance with the provisions of the Security Documents, (x) default by the Issuers or any Subsidiary in the performance of the Security Documents which materially adversely affects the enforceability, validity, perfection or priority of the Note Liens on a material portion of the Collateral, (y) the repudiation or disaffirmation by the Issuers or any Guarantor of its material obligations under the Security Documents or (z) the determination in a judicial proceeding that the Security Documents are unenforceable or invalid against the Issuers or any Guarantor party thereto for any reason with respect to a material portion of the Collateral and, in the case of any event described in subclauses (x) through (z), such default, repudiation, disaffirmation or determination is not rescinded, stayed, or waived by the Persons having such authority pursuant to the Security Documents or otherwise cured within 60 days after the Issuers receive written notice thereof specifying such occurrence from the Trustee or the Holders of at least 25% of the outstanding principal amount of the Notes and demanding that such default be remedied.

Section 6.02Acceleration.

If an Event of Default (other than as specified in Section 6.01(a)(7) or (8) with respect to an Issuer) shall occur and be continuing with respect to this Indenture, the Trustee or the Holders of not less than 25% in aggregate principal amount of the Notes then outstanding may, and the Trustee at the request of such Holders shall, declare all unpaid principal of, premium, if any, and accrued interest on all Notes to be due and payable immediately, by a notice in writing to the Issuers (and to the Trustee if given by the Holders of the Notes) and upon any such declaration, such principal, premium, if any, and interest shall become due and payable immediately.  If an Event of Default specified in Section 6.01(a)(7) or (8) with respect to an Issuer occurs and is continuing, then all the Notes shall automatically become and be due and payable immediately in an amount equal to the principal amount of the Notes, together with accrued and unpaid interest, if any, to the date the Notes become due and payable, without any declaration or other act on the part of the Trustee or any Holder.

78

After a declaration of acceleration, but before a judgment or decree for payment of the money due has been obtained by the Trustee, the holders of a majority in aggregate principal amount of Notes outstanding by written notice to the Issuers and the Trustee, may rescind and annul such declaration and its consequences if:

(a)the Issuers have paid or deposited with the Trustee a sum sufficient to pay (1) all sums paid or advanced by the Trustee under this Indenture and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, (2) all overdue interest on all Notes then outstanding, (3) the principal of, and premium, if any, on any Notes then outstanding which have become due otherwise than by such declaration of acceleration and interest thereon at the rate borne by the Notes and (4) to the extent that payment of such interest is lawful, interest upon overdue interest at the rate borne by the Notes; and

(b)all Events of Default, other than the non-payment of principal of, premium, if any, and interest on the Notes which have become due solely by such declaration of acceleration, have been cured or waived.

No such rescission shall affect any subsequent default or impair any right consequent thereon.

Section 6.03Other Remedies.

If an Event of Default occurs and is continuing, the Trustee may pursue any available remedy to collect the payment of principal, premium, if any, and interest on the Notes or to enforce the performance of any provision of the Notes, this Indenture or any Security Document.

The Trustee may maintain a proceeding even if it does not possess any of the Notes or does not produce any of them in the proceeding.  A delay or omission by the Trustee or any Holder of a Note in exercising any right or remedy accruing upon an Event of Default shall not impair the right or remedy or constitute a waiver of or acquiescence in the Event of Default.  All remedies are cumulative to the extent permitted by law.

Section 6.04Waiver of Past Defaults.

The Holders of not less than a majority in aggregate principal amount of the Notes outstanding may on behalf of the Holders of all outstanding Notes waive any past Default under this Indenture and its consequences, except a Default (1) in the payment of the principal of, premium, if any, or interest on any Note (which may only be waived with the consent of each Holder of Notes affected) or (2) in respect of a covenant or provision which under this Indenture cannot be modified or amended without the consent of the Holder of each Note affected by such modification or amendment.

Section 6.05Control by Majority.

Subject to the terms of the Security Documents, the Holders of a majority in principal amount of the then total outstanding Notes may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee.  The Trustee, however, may refuse to follow any direction that conflicts with law or this Indenture or that the Trustee determines is unduly prejudicial to the rights of any other Holder of a Note or that would involve the Trustee in personal liability.

79

Section 6.06Limitation on Suits.

No Holder of any of the Notes has any right to institute any proceedings with respect to this Indenture or any remedy thereunder, unless (a) such Holder has previously given notice to the Trustee of a continuing Event of Default; (b) the Holders of at least 25% in aggregate principal amount of the outstanding Notes have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as trustee under this Indenture and the Notes; (c) such Holder or Holders have offered to the Trustee indemnity satisfactory to the Trustee against the costs, expenses and liabilities to be incurred in compliance with such request; (d) the Trustee has failed to institute such proceeding within 60 days after receipt of such notice; and (e) the Trustee, within such 60-day period, has not received directions inconsistent with such written request by Holders of a majority in aggregate principal amount of the outstanding Notes.  Such limitations do not, however, apply to a suit instituted by a Holder of a Note for the enforcement of the payment of the principal of, premium, if any, or interest on such Note on or after the respective due dates expressed in such Note.

Section 6.07Rights of Holders of Notes to Receive Payment.

Notwithstanding any other provision of this Indenture, the right of any Holder of a Note to receive payment of principal, premium, if any, and Additional Interest, if any, and interest on the Note, on or after the respective due dates expressed in the Note (including in connection with an Offer or a Change of Control Offer), or to bring suit for the enforcement of any such payment on or after such respective dates, shall not be impaired or affected without the consent of such Holder.

Section 6.08Collection Suit by Trustee.

If an Event of Default specified in Section 6.01(1) or (2) occurs and is continuing, the Trustee is authorized to recover judgment in its own name and as trustee of an express trust against the Issuers for the whole amount of principal of, premium, if any, and Additional Interest, if any, and interest remaining unpaid on the Notes and interest on overdue principal and, to the extent lawful, interest and such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel.

Section 6.09Restoration of Rights and Remedies.

If the Trustee or any Holder has instituted any proceeding to enforce any right or remedy under this Indenture and such proceeding has been discontinued or abandoned for any reason, or has been determined adversely to the Trustee or to such Holder, then and in every such case, subject to any determination in such proceedings or any other proceedings, the Issuers, the Trustee and the Holders shall be restored severally and respectively to their former positions hereunder and thereafter all rights and remedies hereunder of the Trustee and the Holders shall continue as though no such proceeding has been instituted.

Section 6.10Rights and Remedies Cumulative.

Except as otherwise provided with respect to the replacement or payment of mutilated, destroyed, lost or stolen Notes in Section 2.07, no right or remedy herein conferred upon or reserved to the Trustee or to the Holders is intended to be exclusive of any other right or remedy, and every right and remedy shall, to the extent permitted by law, be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise.  The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other appropriate right or remedy.

80

Section 6.11Delay or Omission Not Waiver.

No delay or omission of the Trustee or of any Holder of any Note to exercise any right or remedy accruing upon any Event of Default shall impair any such right or remedy or constitute a waiver of any such Event of Default or an acquiescence therein.  Every right and remedy given by this Article or by law to the Trustee or to the Holders may be exercised from time to time, and as often as may be deemed expedient, by the Trustee or by the Holders, as the case may be.

Section 6.12Trustee May File Proofs of Claim.

Subject to the Intercreditor Agreement, the Trustee is authorized to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and the Holders of the Notes allowed in any judicial proceedings relative to the Issuers (or any other obligor upon the Notes including the Guarantors), their creditors or their property and shall be entitled and empowered to participate as a member in any official committee of creditors appointed in such matter and to collect, receive and distribute any money or other property payable or deliverable on any such claims and any custodian in any such judicial proceeding is hereby authorized by each Holder to make such payments to the Trustee, and in the event that the Trustee shall consent to the making of such payments directly to the Holders, to pay to the Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.07.  To the extent that the payment of any such compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.07 out of the estate in any such proceeding, shall be denied for any reason, payment of the same shall be secured by a Lien on, and shall be paid out of, any and all distributions, dividends, money, securities and other properties that the Holders may be entitled to receive in such proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwise.  Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Holder, or to authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding.

Section 6.13Priorities.

Subject to the Security Documents, if the Trustee collects any money pursuant to this Article 6 (including any amounts received from the Collateral Agent), it shall pay out the money in the following order:

(i)to the Trustee, Paying Agent, Registrar, Transfer Agent, their agents and attorneys for amounts due under Section 7.07, including payment of all compensation, expenses and liabilities incurred, and all advances made, by the Trustee, Paying Agent, Registrar or Transfer Agent and the costs and expenses of collection;

(ii)to Holders of Notes for amounts due and unpaid on the Notes for principal, premium, if any, and Additional Interest, if any, and interest, ratably, without preference or priority of any kind, according to the amounts due and payable on the Notes for principal, premium, if any, and Additional Interest, if any, and interest, respectively; and

(iii)to the Issuers or to such party as a court of competent jurisdiction shall direct, including a Guarantor, if applicable.

81

The Trustee may fix a record date and payment date for any payment to Holders of Notes pursuant to this Section 6.13.

Section 6.14Undertaking for Costs.

In any suit for the enforcement of any right or remedy under this Indenture or in any suit against the Trustee for any action taken or omitted by it as a Trustee, a court in its discretion may require the filing by any party litigant in the suit of an undertaking to pay the costs of the suit, and the court in its discretion may assess reasonable costs, including reasonable attorneys’ fees and expenses, against any party litigant in the suit, having due regard to the merits and good faith of the claims or defenses made by the party litigant.  This Section 6.14 does not apply to a suit by the Trustee, a suit by a Holder of a Note pursuant to Section 6.07, or a suit by Holders of more than 10% in principal amount of the then outstanding Notes.

ARTICLE 7

TRUSTEE

Section 7.01Duties of Trustee.

(a)If an Event of Default has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in its exercise, as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs.

(b)Except during the continuance of an Event of Default:

(i)the duties of the Trustee shall be determined solely by the express provisions of this Indenture and the Trustee need perform only those duties that are specifically set forth in this Indenture and no others, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and

(ii)in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture.  However, in the case of any such certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall examine the certificates and opinions to determine whether or not they conform to the requirements of this Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein).

(c)The Trustee may not be relieved from liabilities for its own grossly negligent action, its own grossly negligent failure to act, or its own willful misconduct, except that:

(i)this paragraph does not limit the effect of paragraph (b) of this Section 7.01;

(ii)the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it is proved in a court of competent jurisdiction that the Trustee was negligent in ascertaining the pertinent facts; and

(iii)the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.05.

82

(d)Whether or not therein expressly so provided, every provision of this Indenture that in any way relates to the Trustee is subject to paragraphs (a), (b) and (c) of this Section 7.01.

(e)The Trustee shall be under no obligation to exercise any of its rights or powers under this Indenture at the request or direction of any of the Holders of the Notes unless the Holders have offered to the Trustee indemnity or security reasonably satisfactory to it against any loss, liability or expense.

(f)The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the Issuers.  Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law.

Section 7.02Rights of Trustee.

(a)The Trustee may conclusively rely upon any document believed by it to be genuine and to have been signed or presented by the proper Person.  The Trustee need not investigate any fact or matter stated in the document, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the Issuers, personally or by agent or attorney at the sole cost of the Issuers and shall incur no liability or additional liability of any kind by reason of such inquiry or investigation.

(b)Before the Trustee acts or refrains from acting, it may require an Officer’s Certificate or an Opinion of Counsel or both.  The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such Officer’s Certificate or Opinion of Counsel.  The Trustee may consult with counsel of its selection and the advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection from liability in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon.

(c)The Trustee may act through its attorneys and agents and shall not be responsible for the misconduct or negligence of any agent or attorney appointed with due care.

(d)The Trustee shall not be liable for any action it takes or omits to take in good faith that it believes to be authorized or within the rights or powers conferred upon it by this Indenture.

(e)Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Issuers shall be sufficient if signed by an Officer of the Issuers.

(f)None of the provisions of this Indenture shall require the Trustee to expend or risk its own funds or otherwise to incur any liability, financial or otherwise, in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers if it shall have reasonable grounds for believing that repayment of such funds or indemnity satisfactory to it against such risk or liability is not assured to it.

(g)The Trustee shall not be deemed to have notice of any Default or Event of Default unless a Responsible Officer of the Trustee has actual knowledge thereof or unless written notice of any event which is in fact such a Default is received by the Trustee at the Corporate Trust Office of the Trustee, and such notice references the Notes and this Indenture.

(h)In no event shall the Trustee be responsible or liable for special, indirect, punitive, or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit)

83

irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action.

(i)The rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder, and each agent, custodian and other Person employed to act hereunder.

(j)In the event the Issuers are required to pay Additional Interest, the Issuers will provide written notice to the Trustee of the Issuers’ obligation to pay Additional Interest no later than 15 days prior to the next Interest Payment Date, which notice shall set forth the amount of the Additional Interest to be paid by the Issuers.  The Trustee shall not at any time be under any duty or responsibility to any Holders to determine whether the Additional Interest is payable and the amount thereof.

(k)The Trustee shall not be required to give any bond or surety in respect of the performance of its powers and duties hereunder.

(l)The Trustee may request that the Issuers deliver a certificate setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture.

Section 7.03Individual Rights of Trustee.

The Trustee in its individual or any other capacity may become the owner or pledgee of Notes and may otherwise deal with the Issuers or any Affiliate of the Issuers with the same rights it would have if it were not Trustee.  However, in the event that the Trustee acquires any conflicting interest it must eliminate such conflict within 90 days, apply to the SEC for permission to continue as trustee or resign.  Any Agent may do the same with like rights and duties.  The Trustee is also subject to Sections 7.10 and 7.11.

Section 7.04Trustee’s Disclaimer.

The Trustee shall not be responsible for and makes no representation as to the validity or adequacy of this Indenture or the Notes, it shall not be accountable for the Issuers’ use of the proceeds from the Notes or any money paid to the Issuers or upon the Issuers’ direction under any provision of this Indenture, it shall not be responsible for the use or application of any money received by any Paying Agent other than the Trustee, and it shall not be responsible for any statement or recital herein or any statement in the Notes or any other document in connection with the sale of the Notes or pursuant to this Indenture other than its certificate of authentication.

Section 7.05Notice of Defaults.

If a Default occurs and is continuing and if it is known to the Trustee, the Trustee shall mail to Holders of Notes a notice of the Default within 90 days after it occurs.  Except in the case of a Default relating to the payment of principal, premium, if any, or interest on any Note, the Trustee may withhold from the Holders notice of any continuing Default if and so long as a committee of its Responsible Officers in good faith determines that withholding the notice is in the interests of the Holders of the Notes.  The Trustee shall not be deemed to know of any Default unless a Responsible Officer of the Trustee has actual knowledge thereof or unless written notice of any event which is such a Default is received by the Trustee at the Corporate Trust Office of the Trustee.

84

Section 7.06Reports by Trustee to Holders of the Notes.

Within 60 days after each May 15, beginning with the May 15 following the date of this Indenture, and for so long as Notes remain outstanding, the Trustee shall mail to the Holders of the Notes a brief report dated as of such reporting date that complies with Trust Indenture Act Section 313(a) (but if no event described in Trust Indenture Act Section 313(a) has occurred within the twelve months preceding the reporting date, no report need be transmitted).  The Trustee also shall comply with Trust Indenture Act Section 313(b)(2).  The Trustee shall also transmit by mail all reports as required by Trust Indenture Act Section 313(c).

A copy of each report at the time of its mailing to the Holders of Notes shall be mailed to the Issuers and filed with the SEC and each stock exchange on which the Notes are listed in accordance with Trust Indenture Act Section 313(d).  The Issuers shall promptly notify the Trustee in writing when, if applicable, the Notes are listed on any stock exchange and of any delisting thereof.

Section 7.07Compensation and Indemnity.

The Issuers and the Guarantors, jointly and severally, shall pay to the Trustee from time to time such compensation for its acceptance of this Indenture and services hereunder as the parties shall agree in writing from time to time.  The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust.  The Issuers and the Guarantors, jointly and severally, shall reimburse the Trustee promptly upon request for all reasonable disbursements, advances and expenses incurred or made by it in addition to the compensation for its services.  Such expenses shall include the reasonable compensation, disbursements and expenses of the Trustee’s agents and counsel.

The Issuers and the Guarantors, jointly and severally, shall indemnify the Trustee for, and hold the Trustee harmless against, any and all loss, damage, claims, liability or expense (including attorneys’ fees and expenses) incurred by it in connection with the acceptance or administration of this trust and the performance of its duties hereunder (including the costs and expenses of enforcing this Indenture against the Issuers or any of the Guarantors (including this Section 7.07) or defending itself against any claim whether asserted by any Holder, the Issuers or any Guarantor, or liability in connection with the acceptance, exercise or performance of any of its powers or duties hereunder).  The Trustee shall notify the Issuers promptly of any claim for which it may seek indemnity.  Failure by the Trustee to so notify the Issuers shall not relieve the Issuers of its obligations hereunder.  The Issuers shall defend the claim and the Trustee may have separate counsel and the Issuers shall pay the reasonable and documented fees and expenses of such counsel.  The Issuers and the Guarantors need not reimburse any expense or indemnify against any loss, liability or expense incurred by the Trustee through the Trustee’s own willful misconduct or gross negligence.

The obligations of the Issuers under this Section 7.07 shall survive the satisfaction and discharge of this Indenture or the earlier resignation or removal of the Trustee.

Notwithstanding anything contrary in Section 4.06 hereto, to secure the payment obligations of the Issuers and the Guarantors in this Section 7.07, the Trustee shall have a Lien prior to the Notes on all money or property held or collected by the Trustee, except that held in trust to pay principal and interest on particular Notes.  Such Lien shall survive the satisfaction and discharge of this Indenture.

When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(7) or (8) occurs, the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law.

85

The Trustee shall comply with the provisions of Trust Indenture Act Section 313(b)(2) to the extent applicable.  As used in this Section 7.07, the term “Trustee” shall also include each of the Paying Agent, Registrar, and Transfer Agent, as applicable.

Section 7.08Replacement of Trustee.

A resignation or removal of the Trustee and appointment of a successor Trustee shall become effective only upon the successor Trustee’s acceptance of appointment as provided in this Section 7.08.  The Trustee may resign in writing at any time and the Registrar, Paying Agent and Transfer Agent may resign with 60 days’ prior written notice and be discharged from the trust hereby created by so notifying the Issuers.  The Holders of a majority in principal amount of the then outstanding Notes may remove the Trustee by so notifying the Trustee and the Issuers in writing and may remove the Registrar, Paying Agent or Transfer Agent by so notifying such Registrar, Paying Agent or Transfer Agent, as applicable, with 90 days’ prior written notice.  The Issuers may remove the Trustee if:

(a)the Trustee fails to comply with Section 7.10;

(b)the Trustee is adjudged a bankrupt or an insolvent or an order for relief is entered with respect to the Trustee under any Bankruptcy Law;

(c)a custodian or public officer takes charge of the Trustee or its property; or

(d)the Trustee becomes incapable of acting.

If the Trustee resigns or is removed or if a vacancy exists in the office of Trustee for any reason, the Issuers shall promptly appoint a successor Trustee.  Within one year after the successor Trustee takes office, the Holders of a majority in principal amount of the then outstanding Notes may appoint a successor Trustee to replace the successor Trustee appointed by the Issuers.

If a successor Trustee does not take office within 60 days after the retiring Trustee resigns or is removed, the retiring Trustee (at the Issuers’ expense), the Issuers or the Holders of at least 10% in principal amount of the then outstanding Notes may petition any court of competent jurisdiction for the appointment of a successor Trustee.

If the Trustee, after written request by any Holder who has been a Holder for at least six months, fails to comply with Section 7.10, such Holder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee.

A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Issuers.  Thereupon, the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture.  The successor Trustee shall mail a notice of its succession to Holders.  The retiring Trustee shall promptly transfer all property held by it as Trustee to the successor Trustee; provided all sums owing to the Trustee hereunder have been paid and subject to the Lien provided for in Section 7.07.  Notwithstanding replacement of the Trustee pursuant to this Section 7.08, the Issuers’ obligations under Section 7.07 shall continue for the benefit of the retiring Trustee.

As used in this Section 7.08, the term “Trustee” shall also include each of the Paying Agent, Registrar and Transfer Agent, as applicable.

86

Section 7.09Successor Trustee by Merger, Etc.

If the Trustee consolidates, merges or converts into, or transfers all or substantially all of its corporate trust business to, another corporation, the successor corporation without any further act shall be the successor Trustee.

Section 7.10Eligibility; Disqualification.

There shall at all times be a Trustee hereunder that is a corporation or national banking association organized and doing business under the laws of the United States of America or of any state thereof that is authorized under such laws to exercise corporate trustee power, that is subject to supervision or examination by federal or state authorities and that has a combined capital and surplus of at least $50,000,000 as set forth in its most recent published annual report of condition.

This Indenture shall always have a Trustee who satisfies the requirements of Trust Indenture Act Sections 310(a)(1), (2) and (5).  The Trustee is subject to Trust Indenture Act Section 310(b).

Section 7.11Preferential Collection of Claims Against Issuers.

The Trustee is subject to Trust Indenture Act Section 311(a), excluding any creditor relationship listed in Trust Indenture Act Section 311(b).  A Trustee who has resigned or been removed shall be subject to Trust Indenture Act Section 311(a) to the extent indicated therein.

ARTICLE 8

LEGAL DEFEASANCE AND COVENANT DEFEASANCE

Section 8.01Option to Effect Legal Defeasance or Covenant Defeasance.

The Issuers may, at their option and at any time, elect to have either Section 8.02 or 8.03 applied to all outstanding Notes upon compliance with the conditions set forth below in this Article 8.

Section 8.02Legal Defeasance and Discharge.

Upon the Issuers’ exercise under Section 8.01 of the option applicable to this Section 8.02, the Issuers and the Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04, be deemed to have been discharged from their obligations with respect to all outstanding Notes and Guarantees on the date the conditions set forth below are satisfied (“Legal Defeasance”).  For this purpose, Legal Defeasance means that the Issuers shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes, which shall thereafter be deemed to be “outstanding” only for the purposes of Section 8.05 and the other Sections of this Indenture referred to in (a) and (b) below, and to have satisfied all its other obligations under such Notes and this Indenture including that of the Guarantors (and the Trustee, on demand of and at the expense of the Issuers, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive until otherwise terminated or discharged hereunder:

(a)the rights of Holders of Notes to receive payments in respect of the principal of, premium, if any, and interest on the Notes when such payments are due;

87

(b)the Issuers’ obligations with respect to Notes concerning issuing temporary Notes, registration of such Notes, mutilated, destroyed, lost or stolen Notes and the maintenance of an office or agency for payment and money for security payments held in trust;

(c)the rights, powers, trusts, duties and immunities of the Trustee; and

(d)this Section 8.02.

Subject to compliance with this Article 8, the Issuers may exercise its option under this Section 8.02 notwithstanding the prior exercise of its option under Section 8.03.

Section 8.03Covenant Defeasance.

Upon the Issuers’ exercise under Section 8.01 of the option applicable to this Section 8.03, the Issuers and the Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04, be released from their obligations under the covenants contained in Sections 4.03, 4.04, 4.05, 4.06, 4.07, 4.08, 4.09, 4.11, 4.12, 4.13 and 4.14, clauses (2) through (7) of Section 5.01(a), and Section 5.01(b) with respect to the outstanding Notes on and after the date the conditions set forth in Section 8.04 are satisfied (“Covenant Defeasance”), the Guarantees will be released pursuant to Section 13.06 and the Notes shall thereafter be deemed not “outstanding” for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any default thereof) in connection with such covenants, but shall continue to be deemed “outstanding” for all other purposes hereunder (it being understood that such Notes shall not be deemed outstanding for accounting purposes).  For this purpose, Covenant Defeasance means that, with respect to the outstanding Notes, the Issuers may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall not constitute a Default or an Event of Default under Section 6.01, but, except as specified above, the remainder of this Indenture and such Notes shall be unaffected thereby.  In addition, upon the Issuers’ exercise under Section 8.01 of the option applicable to this Section 8.03, subject to the satisfaction of the conditions set forth in Section 8.04, Sections 6.01(3) (as it relates to the covenants specified above), 6.01(4), 6.01(5), 6.01(6), 6.01(7) (solely with respect to Restricted Subsidiaries that are Significant Subsidiaries), 6.01(8) (solely with respect to Restricted Subsidiaries) and 6.01(9) shall not constitute Events of Default.

Section 8.04Conditions to Legal or Covenant Defeasance.

The following shall be the conditions to the application of either Section 8.02 or 8.03 to the outstanding Notes:

(1)the Issuers must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of the Notes, cash in U.S. dollars, Government Securities, or a combination thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized firm of independent public accountants or a nationally recognized investment banking firm, to pay and discharge the principal of, premium, if any, and interest due on the outstanding Notes on the Stated Maturity thereof or, to the extent the Issuers have previously provided a notice of redemption with respect to the outstanding Notes, on the applicable Redemption Date;

(2)in the case of Legal Defeasance, the Issuers shall have delivered to the Trustee an Opinion of Counsel from independent counsel in the United States stating that:

88

(a)the Issuers have received from, or there has been published by, the Internal Revenue Service a ruling; or

(b)since the Issue Date, there has been a change in the applicable U.S. federal income tax law,

in either case to the effect that, and based thereon such Opinion of Counsel from independent counsel in the United States shall confirm that (subject to customary assumptions, qualifications and exclusions) the Holders of the outstanding Notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Legal Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred;

(3)in the case of Covenant Defeasance, the Issuers shall have delivered to the Trustee an Opinion of Counsel from independent counsel in the United States (subject to customary assumptions, qualifications and exclusions) confirming that the Holders of the Notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Covenant Defeasance and will be subject to such federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred;

(4)no Default or Event of Default shall have occurred and be continuing on the date of such deposit;

(5)such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a Default under any other material agreement to which the Issuers or any Guarantor is a party or by which the Issuers or any Guarantor is bound; and

(6)the Issuers shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel from independent counsel each stating that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance, as the case may be, have been complied with.

Section 8.05Deposited Money and Government Securities to Be Held in Trust; Other Miscellaneous Provisions.

Subject to Section 8.06, all money and Government Securities (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively for purposes of this Section 8.05, the “Trustee”) pursuant to Section 8.04 in respect of the outstanding Notes shall be held in trust and applied by the Trustee, in accordance with the provisions of such Notes and this Indenture, to the payment, either directly or through any Paying Agent (including the Issuers or a Guarantor acting as Paying Agent) as the Trustee may determine, to the Holders of such Notes of all sums due and to become due thereon in respect of principal, premium and Additional Interest, if any, and interest, but such money need not be segregated from other funds except to the extent required by law.

The Issuers shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash or Government Securities deposited pursuant to Section 8.04 or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the outstanding Notes.

89

Anything in this Article 8 to the contrary notwithstanding, the Trustee shall deliver or pay to the Issuers from time to time upon the written request of the Issuers any money or Government Securities held by it as provided in Section 8.04 which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee (which may be the opinion delivered under Section 8.04(2)), are in excess of the amount thereof that would then be required to be deposited to effect an equivalent Legal Defeasance or Covenant Defeasance.

Section 8.06Repayment to Issuers.

Any money deposited with the Trustee or any Paying Agent, or then held by the Issuers, in trust for the payment of the principal of, premium and Additional Interest, if any, or interest on any Note and remaining unclaimed for two years after such principal, and premium and Additional Interest, if any, or interest has become due and payable shall be paid to the Issuers on their request or (if then held by the Issuers) shall be discharged from such trust; and the Holder of such Note shall thereafter look only to the Issuers for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Issuers as trustee thereof, shall thereupon cease.

Section 8.07Reinstatement.

If the Trustee or Paying Agent is unable to apply any U.S. dollars or Government Securities in accordance with Section 8.04 or 8.05, as the case may be, by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, then the Issuers’ obligations under this Indenture and the Notes shall be revived and reinstated as though no deposit had occurred pursuant to Section 8.04 or 8.05 until such time as the Trustee or Paying Agent is permitted to apply all such money in accordance with Section 8.04 or 8.05, as the case may be; provided that, if the Issuers makes any payment of principal of, premium and Additional Interest, if any, or interest on any Note following the reinstatement of their obligations, the Issuers shall be subrogated to the rights of the Holders of such Notes to receive such payment from the money held by the Trustee or Paying Agent.

ARTICLE 9

AMENDMENT, SUPPLEMENT AND WAIVER

Section 9.01Without Consent of Holders of Notes.

Notwithstanding Section 9.02, the Issuers, any Guarantor, any other obligor under the Notes and the Trustee and/or Collateral Agent, as applicable, may amend or supplement this Indenture, any Guarantee, any Security Document or Notes without the consent of any Holder:

(1)to evidence the succession of another Person to the Issuers or a Guarantor, and the assumption by any such successor of the covenants of the Issuers or such Guarantor in this Indenture, the Notes, any Guarantee and the Security Documents in accordance with Section 5.01;

(2)to add to the covenants of the Issuers, any Guarantor or any other obligor upon the Notes for the benefit of the Holders of the Notes or to surrender any right or power conferred upon the Issuers or any Guarantor or any other obligor upon the Notes, as applicable, in this Indenture, the Notes, any Guarantee or any Security Document;

90

(3)to cure any ambiguity, or to correct or supplement any provision in this Indenture, the Notes, any Guarantee or any Security Document which may be defective or inconsistent with any other provision in this Indenture, the Notes, any Guarantee or any Security Document;

(4)to make any other provisions with respect to matters or questions arising under this Indenture, the Notes, any Guarantee or any Security Document; provided that, in each case, such provisions shall not materially adversely affect the interest of the Holders of the Notes;

(5)to comply with the requirements of the SEC in order to effect or maintain the qualification of this Indenture under the Trust Indenture Act;

(6)to add to the Collateral securing the Notes or to add a Guarantor under this Indenture;

(7)to evidence and provide the acceptance of the appointment of a successor Trustee or Collateral Agent under this Indenture or the Security Documents;

(8)to mortgage, pledge, hypothecate or grant a Lien in favor of the Collateral Agent for the benefit of the Holders of the Notes (and the holders or lenders of ABL Liens or Permitted Additional Pari Passu Obligations) as additional security for the payment and performance of the Issuers’ and any Guarantor’s obligations under this Indenture, in any property, or assets, including any of which are required to be mortgaged, pledged or hypothecated, or in which a security interest is required to be granted to or for the benefit of the Trustee or the Collateral Agent pursuant to this Indenture, any of the Security Documents or otherwise;

(9)to provide for the issuance of Additional Notes in accordance with this Indenture;

(10)to provide for the release of Collateral from the Note Lien and the Security Documents when permitted or required by any of the Security Documents, the Intercreditor Agreement or this Indenture;

(11)to secure any Permitted Additional Pari Passu Obligations under the Security Documents and to appropriately include the same in the Intercreditor Agreement; or

(12)in the sole discretion of the Issuers, to conform any provision of this Indenture or the Security Documents to the provisions of the “Description of the Notes” contained in the Offering Memorandum to the extent such provision was intended to be a verbatim recital of a provision contained herein.

The Holders of a majority in aggregate principal amount of the Notes outstanding may waive compliance with certain restrictive covenants and provisions of this Indenture.

Section 9.02With Consent of Holders of Notes.

Except as provided below in this Section 9.02, the Issuers, each Guarantor party thereto, if any, and the Trustee and/or Collateral Agent, as applicable, may amend or supplement this Indenture, the Notes, the Guarantees and any Security Document with the consent of the Holders of at least a majority in principal amount of the Notes (including Additional Notes, if any) then outstanding voting as a single class (including, without limitation, consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes), and, subject to Sections 6.04 and 6.07, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium and Additional

91

Interest, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Guarantees, the Security Documents or the Notes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes (including Additional Notes, if any) voting as a single class (including consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes).  Section 2.08 and Section 2.09 shall determine which Notes are considered to be “outstanding” for the purposes of this Section 9.02.

Without the consent of each affected Holder of Notes, an amendment or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):

(1)change the Stated Maturity of the principal of, or any installment of interest on, or change to an earlier date any Redemption Date of, or waive a default in the payment of the principal of, premium, if any, or interest on, any such Note or reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the redemption thereof, or change the coin or currency in which the principal of any such Note or any premium or the interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date) in each case other than the provisions with respect to Section 4.09 and an Offer pursuant to Section 4.07;

(2)reduce the percentage in principal amount of such outstanding Notes, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver or compliance with certain provisions of this Indenture;

(3)modify any of the provisions relating to supplemental indentures requiring the consent of Holders or relating to the waiver of past defaults or relating to the waiver of certain covenants, except to increase the percentage of such outstanding Notes required for such actions or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each such Note affected thereby;

(4)amend or modify any of the provisions of this Indenture in any manner which subordinates the Notes issued thereunder in right of payment to any other Indebtedness of the Issuers or which subordinates any Guarantee in right of payment to any other Indebtedness of the Guarantor issuing any such Guarantee; or

(5)release any Guarantee of a Significant Subsidiary except in compliance with the terms of this Indenture.

In addition, any amendment to, or waiver of, the provision of this Indenture or any Security Document that has the effect of releasing all or substantially all of the Collateral from the Note Liens will require consent of the Holders of at least 75% in aggregate principal amount of the Notes then outstanding (including consents obtained in connection with a tender offer or exchange offer for the Notes).

Section 9.03Compliance with Trust Indenture Act.

Every amendment or supplement to this Indenture or the Notes shall be set forth in an amended or supplemental indenture that complies with the Trust Indenture Act as then in effect.

92

Section 9.04Effect of Consents.

An amendment, supplement or waiver becomes effective in accordance with its terms and thereafter binds every Holder; provided that any amendment or waiver that requires the consent of each affected Holder shall not become effective with respect to any non-consenting Holder.

The Issuers may, but shall not be obligated to, fix a record date for the purpose of determining the Holders entitled to consent to any amendment, supplement, or waiver.  If a record date is fixed, then, notwithstanding the preceding paragraph, those Persons who were Holders at such record date (or their duly designated proxies), and only such Persons, shall be entitled to consent to such amendment, supplement, or waiver, whether or not such Persons continue to be Holders after such record date.

Section 9.05Notation on or Exchange of Notes.

The Trustee may place an appropriate notation about an amendment, supplement or waiver on any Note thereafter authenticated.  The Issuers in exchange for all Notes may issue and the Trustee shall, upon receipt of an Authentication Order, authenticate new Notes that reflect the amendment, supplement or waiver.

Failure to make the appropriate notation or issue a new Note shall not affect the validity and effect of such amendment, supplement or waiver.

Section 9.06Trustee to Sign Amendments, Etc.

The Trustee shall sign any amendment, supplement or waiver authorized pursuant to this Article 9 if the amendment or supplement does not adversely affect the rights, duties, liabilities or immunities of the Trustee.  The Issuers may not sign an amendment, supplement or waiver until the Board of Directors approves it.  In executing any amendment, supplement or waiver, the Trustee shall receive and (subject to Section 7.01) shall be fully protected in conclusively relying upon, in addition to the documents required by Section 15.04, an Officer’s Certificate and an Opinion of Counsel stating that the execution of such amended or supplemental indenture is authorized or permitted by this Indenture and that such amendment, supplement or waiver is the legal, valid and binding obligation of the Issuers and any Guarantors party thereto, enforceable against them in accordance with its terms, subject to customary exceptions, and complies with the provisions hereof (including Section 9.03).  Notwithstanding the foregoing, no Opinion of Counsel will be required for the Trustee to execute any amendment or supplement adding a new Guarantor under this Indenture.

It shall not be necessary for the consent of the Holders of Notes under this Article 9 to approve the particular form of any proposed amendment or waiver, but it shall be sufficient if such consent approves the substance thereof.  The consent of the Collateral Agent shall not be necessary for any amendment, supplement or waiver to this Indenture, except for any amendment, supplement or waiver to Article 10 or 11 or as to this sentence.

After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuers shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver.  Any failure of the Issuers to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver.

93

ARTICLE 10

INTERCREDITOR AGREEMENT

Section 10.01Intercreditor Agreement.

Each Holder by accepting a Note agrees that the Note Liens are subject to the terms of the Intercreditor Agreement.  The Holders by accepting a Note hereby authorize the Trustee and the Collateral Agent to enter into the Intercreditor Agreement on behalf of the Holders and agree that the Holders shall comply with the provisions of the Intercreditor Agreement applicable to them in their capacities as such to the same extent as if the Holders were parties thereto.

Additionally, provided that, no Event of Default has occurred and is continuing, the Trustee shall, upon written request of the Company enter into and direct the Collateral Agent to enter into amendments to the Intercreditor Agreement or an additional intercreditor agreement with the agent for the holders of any ABL Obligations on terms and conditions that, in the good faith determination of the Company, are not less favorable, taken as a whole, to the Holders of Notes than the terms of the Intercreditor Agreement and thereafter such amended or new intercreditor agreement shall be deemed to be the Intercreditor Agreement for all purposes of this Indenture.

ARTICLE 11

COLLATERAL

Section 11.01Security Documents.

The Indenture Obligations are secured as provided in the Security Documents and will be secured by Security Documents hereafter.  The Issuers shall, and shall cause each Guarantor to, and each Guarantor shall, make all filings (including filings of continuation statements and amendments to UCC financing statements that may be necessary to continue the effectiveness of such UCC financing statements) necessary to maintain (at the sole cost and expense of the Issuers and the Guarantors) the security interest created by the Security Documents in the Collateral as a perfected security interest to the extent perfection is required by the Security Documents, subject only to Permitted Liens.

Section 11.02Collateral Agent.

(a)The Collateral Agent shall have all the rights and protections provided in the Security Documents and, additionally, shall have all the rights and protections provided to the “Trustee” under Article 7.

(b)Subject to Section 7.01, none of the Collateral Agent, Trustee, Paying Agent, Registrar or Transfer Agent nor any of their respective officers, directors, employees, attorneys or agents will be responsible or liable for the existence, genuineness, value or protection of any Collateral, for the legality, enforceability, effectiveness or sufficiency of the Security Documents, for the creation, perfection, priority, sufficiency or protection of any Note Liens, or any defect or deficiency as to any such matters.

(c)Except as required or permitted by the Security Documents, the Holders, by accepting a Note, acknowledge that the Collateral Agent will not be obligated:

94

(i)to act upon directions purported to be delivered to it by any Person, except in accordance with the Security Documents;

(ii)to foreclose upon or otherwise enforce any Note Lien; or

(iii)to take any other action whatsoever with regard to any or all of the Note Liens, Security Documents or Collateral.

Section 11.03Authorization of Actions to Be Taken.

(a)Each Holder of Notes, by its acceptance thereof, consents and agrees to the terms of each Security Document, as originally in effect and as amended, supplemented or replaced from time to time in accordance with its terms or the terms of this Indenture, authorizes and directs the Collateral Agent to enter into the Security Documents to which it is a party, authorizes and empowers the Collateral Agent to execute and deliver the Intercreditor Agreement and authorizes and empowers the Collateral Agent to bind the Holders of Notes as set forth in the Security Documents to which the Collateral Agent is a party and the Intercreditor Agreement and to perform its obligations and exercise its rights and powers thereunder.

(b)The Trustee is authorized and empowered to receive for the benefit of the Holders of Notes any funds collected or distributed to the Collateral Agent under the Security Documents to which the Trustee is a party and, subject to the terms of the Security Documents, to make further distributions of such funds to the Holders of Notes according to the provisions of this Indenture.

(c)Subject to the provisions of Section 7.01, Section 7.02, and the Security Documents, the Trustee may, in its sole discretion and without the consent of the Holders, direct, on behalf of the Holders, the Collateral Agent to take all actions it deems necessary or appropriate in order to:

(i)foreclose upon or otherwise enforce any or all of the Note Liens;

(ii)enforce any of the terms of the Security Documents to which the Collateral Agent is a party; or

(iii)collect and receive payment of any and all Obligations.

Subject to the Intercreditor Agreement and at the Issuers’ sole cost and expense, the Trustee is hereby authorized and empowered by each Holder of Notes (by its acceptance thereof) to institute and maintain, or direct the Collateral Agent to institute and maintain, such suits and proceedings as it may deem reasonably expedient to protect or enforce the Note Liens or the Security Documents to which the Collateral Agent or Trustee is a party or to prevent any impairment of Collateral by any acts that may be unlawful or in violation of the Security Documents or this Indenture, and such suits and proceedings as the Trustee may deem reasonably expedient, at the Issuers’ sole cost and expense, to preserve or protect its interests and the interests of the Holders of Notes in the Collateral, including power to institute and maintain suits or proceedings to restrain the enforcement of or compliance with any legislative or other governmental enactment, rule or order that may be unconstitutional or otherwise invalid if the enforcement of, or compliance with, such enactment, rule or order would impair the Note Liens or be prejudicial to the interests of Holders or the Trustee.

95

Section 11.04Release of Collateral.

Collateral may be released from the Lien and security interest created by the Security Documents at any time or from time to time in accordance with the provisions of the Security Documents and the Intercreditor Agreement.  In addition, the Issuers and the Guarantors will be entitled to the release of assets included in the Collateral from the Liens securing the Notes, and the Trustee shall (or, if the Trustee is not then the Collateral Agent, shall direct the Collateral Agent to) release the same from such Liens at the Issuers’ sole cost and expense, under any one or more of the following circumstances without the need for any further action by any Person:

(1)in whole or in part, as applicable, as to all or any portion of property subject to such Note Liens which has been taken by eminent domain, condemnation or other similar circumstances;

(2)in whole upon (a) satisfaction and discharge of this Indenture in accordance with Article 14 or (b) a Legal Defeasance or Covenant Defeasance under Article 8;

(3)in part, as to any property that (a) is sold, transferred or otherwise disposed of by an Issuer or any Guarantor (other than to an Issuer or another Guarantor) in a transaction not prohibited by this Indenture at the time of such sale, transfer or disposition, (b) is owned or at any time acquired by a Guarantor that has been released from its Guarantee pursuant to Section 13.06, concurrently with the release of such Guarantee or (c) is Excluded Property;

(4)as to property that constitutes all or substantially all of the Collateral securing the Notes, with the consent of Holders of at least 75% in aggregate principal amount of the Notes then outstanding;

(5)as to property that constitutes less than all or substantially all of the Collateral securing the Notes, with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding; or

(6)in part, in accordance with the applicable provisions of the Security Documents.

Section 11.05Filing, Recording and Opinions.

(a)The Issuers will comply with the provisions of Trust Indenture Act Sections 314(b) and 314(d), in each case following qualification of this Indenture pursuant to the Trust Indenture Act, except to the extent not required as set forth in any SEC regulation or interpretation (including any no-action letter issued by the Staff of the SEC, whether issued to the Issuers or any other Person).  Following such qualification, to the extent the Issuers are required to furnish to the Trustee an Opinion of Counsel pursuant to Trust Indenture Act Section 314(b)(2), the Issuers will furnish such opinion not more than 60 but not less than 30 days prior to each September 30.

(b)Any release of Collateral permitted by Section 11.04 will be deemed not to impair the Liens under this Indenture and the Security Documents in contravention thereof and any person that is required to deliver any certificate or opinion pursuant to Section 314(d) of the Trust Indenture Act shall be entitled to rely upon the foregoing as a basis for delivery of such certificate or opinion.  The Trustee shall, to the extent permitted by Sections 7.01 and 7.02, accept as conclusive evidence of compliance with the foregoing provisions the appropriate statements contained in such certificate or opinion.

96

(c)If any Collateral is released in accordance with this Indenture or any Security Document, the Trustee will determine whether it has received all documentation required by Trust Indenture Act Section 314(d) in connection with such release and, based on such determination will, upon request, deliver a certificate to the Collateral Agent and the Issuers setting forth such determination.

Section 11.06Powers Exercisable by Receiver or Trustee.

In case the Collateral shall be in the possession of a receiver or trustee, lawfully appointed, the powers conferred in this Article 11 upon the Issuers or a Guarantor with respect to the release, sale or other disposition of such property may be exercised by such receiver or trustee, and an instrument signed by such receiver or trustee shall be deemed the equivalent of any similar instrument of the Issuers or a Guarantor or of any officer or officers thereof required by the provisions of this Article 11; and if the Trustee or the Collateral Agent shall be in the possession of the Collateral under any provision of this Indenture, then such powers may be exercised by the Trustee or the Collateral Agent, as the case may be.

Section 11.07Voting.

In connection with any matter under the Security Agreement requiring a vote of holders of Secured Obligations (as defined in the Security Agreement), the holders of such Secured Obligations shall be treated as a single class and the Holders shall cast their votes in accordance with this Indenture.  The amount of the Notes to be voted by the Holders will equal the aggregate outstanding principal amount of the Notes.  Following and in accordance with the outcome of the applicable vote under this Indenture, the Trustee shall vote the total amount of the Notes as a block in respect of any vote under the Security Agreement.

ARTICLE 12

APPLICATION OF TRUST MONIES

Section 12.01Collateral Account.

No later than 30 days following the first date on which the Issuers or any Guarantor receives any Trust Monies, there shall be established and, at all times thereafter until this Indenture shall have terminated, there shall be maintained with the Collateral Agent the Collateral Account.  The Collateral Account shall be established and maintained by the Collateral Agent at the office of the Collateral Agent.  For the avoidance of doubt, no other deposit account or securities account shall be, or shall be deemed to be, the Collateral Account, and Trust Monies shall include only cash and cash equivalents required to be deposited into the Collateral Account pursuant to the terms of this Indenture.  The Issuers shall cause all Trust Monies to be deposited in the Collateral Account and any such Trust Monies shall be held by and under the dominion and control of the Collateral Agent for its benefit and for the benefit of the Secured Parties (as defined in the Security Agreement) as a part of the Collateral until released in accordance with this Article 12.

Section 12.02Withdrawal of Net Cash Proceeds in Connection with Reinvestments.

To the extent that any Trust Monies consist of Net Cash Proceeds of an Asset Sale, such Trust Monies may be withdrawn by the Issuers and shall be paid by the Collateral Agent (upon the direction of the Trustee) to reimburse the Issuers or Guarantor for expenditures made, or to pay costs to be incurred, by the Issuers or such Guarantor in connection with a reinvestment of such Net Cash Proceeds or

97

repayment of Indebtedness with such Net Cash Proceeds, in each case complying with Section 4.07, upon receipt by the Trustee and the Collateral Agent of the following:

An Officer’s Certificate, dated not more than 30 days prior to the date of the application for the withdrawal and payment of such Trust Monies to the effect that:

(A)such Net Cash Proceeds that have been (or will be within thirty (30) Business Days of the requested date of release) applied in compliance with the requirements of Section 4.07; and

(B)to the extent required by Section 4.07 the Issuers have taken (or will take not later than thirty (30) Business Days following the application of such Net Cash Proceeds) all steps, if any, required by the Security Documents in order to grant and/or perfect the security interest of the Collateral Agent in any assets in which such Net Cash Proceeds have been reinvested (which Officer’s Certificate shall attach copies of (or forms of) any additional Security Documents or amendments thereto or filings thereunder, if any, required to comply with the Security Documents and Section 4.07).

Upon compliance with the foregoing provisions of this Section 12.02, the Collateral Agent shall, upon receipt of a written request by the Company (which may be contained in the Officer’s Certificate), pay an amount of Net Cash Proceeds constituting Trust Monies equal to the amount specified in the Officer’s Certificate required by clause (a) of this Section 12.02 as directed by the Company.

Section 12.03Withdrawal of Net Cash Proceeds to Fund an Offer or Release Following an Offer.

To the extent that any Trust Monies consist of Net Cash Proceeds received by the Collateral Agent pursuant to the provisions of Section 4.07 and an Offer has been made in accordance therewith, such Trust Monies may be withdrawn by the Issuers and shall be paid by the Trustee to the Paying Agent for application in accordance with Section 4.07 upon receipt by the Trustee and the Collateral Agent of the following:

An Officer’s Certificate, dated not more than ten (10) days prior to the Purchase Date, setting forth the amount of Excess Proceeds, as applicable, subject to the Offer and the date on which Notes and Permitted Additional Pari Passu Obligations are to be purchased, and to the effect that:

(A)(x) such Trust Monies constitute Net Cash Proceeds and (y) pursuant to and in accordance with Section 4.07, the Issuers have made an Offer; and

(B)all conditions precedent and covenants herein provided for such application of Trust Monies have been satisfied.

Upon compliance with the foregoing provisions of this Section 12.03, the Collateral Agent shall apply the Trust Monies as directed and specified by the Issuers, subject to Section 4.07 (including to return to the Issuers any such amount of Excess Proceeds that are subject to the Offer and which are not required to be applied to the purchase of Notes, Permitted Additional Pari Passu Obligations or other Indebtedness pursuant to Section 4.07).

98

Section 12.04Investment of Trust Monies.

So long as no Default or Event of Default shall have occurred and be continuing, all or any part of any Trust Monies held by (or held in an account subject to the sole control of) the Collateral Agent shall from time to time be invested or reinvested by the Collateral Agent in any Cash Equivalents pursuant to a written request by the Company in the form of an Officer’s Certificate, which shall specify the Cash Equivalents in which such Trust Monies shall be invested and shall certify that such investments constitute Cash Equivalents; and the Collateral Agent shall sell any such Cash Equivalent only upon receipt of such a written request by the Company specifying the particular Cash Equivalent to be sold.  So long as no Default or Event of Default occurs and is continuing, any interest or dividends accrued, earned or paid on such Cash Equivalents (in excess of any accrued interest or dividends paid at the time of purchase) that may be received by the Collateral Agent shall be forthwith paid to the Issuers.  Such Cash Equivalents shall be held by the Collateral Agent as a part of the Collateral, subject to the same provisions hereof as the cash used by it to purchase such Cash Equivalents.

The Trustee and Collateral Agent shall not be liable or responsible for any loss, fee, tax or other charge resulting from such investments, reinvestments or sales except only for its own grossly negligent action, its own grossly negligent failure to act or its own willful misconduct in complying with this Section 12.04.

Section 12.05Application of Other Trust Monies.

The Collateral Agent shall return all Trust Monies to the Issuers upon any Legal Defeasance, Covenant Defeasance or satisfaction and discharge of this Indenture under Section 14.01.  The Collateral Agent shall have all rights and remedies with respect to the Collateral Account and any Trust Monies as provided in the Security Documents.

ARTICLE 13

GUARANTEES

Section 13.01Guarantee.

Subject to this Article 13, each of the Guarantors hereby, jointly and severally, guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Issuers hereunder or thereunder, that: (a) the principal of, interest, premium and Additional Interest, if any, on the Notes shall be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other obligations of the Issuers to the Holders or the Trustee hereunder or thereunder shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise.  Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors shall be jointly and severally obligated to pay the same immediately.  Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collection.

The Guarantors hereby agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions

99

hereof or thereof, the recovery of any judgment against the Issuers, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor.  Each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Issuers, any right to require a proceeding first against the Issuers, protest, notice and all demands whatsoever and covenants that this Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes and this Indenture.

Each Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees and expenses) incurred by the Trustee or any Holder in enforcing any rights under this Section 13.01.

If any Holder or the Trustee is required by any court or otherwise to return to the Issuers, the Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuers or the Guarantors, any amount paid either to the Trustee or such Holder, this Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect.

Each Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby.  Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 for the purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Article 6, such obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantors for the purpose of this Guarantee.  The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Guarantees.

Each Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Issuers for liquidation or reorganization, should the Issuers become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Issuers’ assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes or Guarantees, whether as a “voidable preference,” “fraudulent transfer” or otherwise, all as though such payment or performance had not been made.  In the event that any payment or any part thereof, is rescinded, reduced, restored or returned, the Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned.

In case any provision of any Guarantee shall be invalid, illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

Each payment to be made by a Guarantor in respect of its Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or nature.

As used in this Section 13.01, the term “Trustee” shall also include each of the Paying Agent, Registrar and Transfer Agent, as applicable.

100

Section 13.02Limitation on Guarantor Liability.

Each Guarantor, and by its acceptance of Notes, each Holder, hereby confirms that it is the intention of all such parties that the Guarantee of such Guarantor not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to the extent applicable to any Guarantee.  To effectuate the foregoing intention, the Trustee, the Holders and the Guarantors hereby irrevocably agree that the obligations of each Guarantor shall be limited to the maximum amount as will, after giving effect to such maximum amount and all other contingent and fixed liabilities of such Guarantor that are relevant under such laws and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under this Article 13, result in the obligations of such Guarantor under its Guarantee not constituting a fraudulent conveyance or fraudulent transfer under applicable law.  Each Guarantor that makes a payment under its Guarantee shall be entitled upon payment in full of all guaranteed obligations under this Indenture to a contribution from each other Guarantor in an amount equal to such other Guarantor’s pro rata portion of such payment based on the respective net assets of all the Guarantors at the time of such payment determined in accordance with GAAP.

Section 13.03Execution and Delivery.

To evidence its Guarantee set forth in Section 13.01, each Guarantor hereby agrees that this Indenture shall be executed on behalf of such Guarantor by the Chief Executive Officer, the President, the Chief Financial Officer, the Treasurer, the Controller, any Executive Vice President, any Senior Vice President, any Vice President, the Secretary or any Assistant Secretary of the Guarantor or the sole member of the Guarantor, as the case may be, or any other officers of such Guarantor or such sole member, as the case may be, acting at the direction of any such foregoing officer.  Each Guarantor hereby agrees to execute a Notation of Guarantee substantially in the form included in Exhibit A hereto on each Note authenticated and delivered by the Trustee.

Each Guarantor hereby agrees that its Guarantee set forth in Section 13.01 shall remain in full force and effect notwithstanding the absence of the endorsement of any notation of such Guarantee on the Notes.

If an Officer whose signature is on this Indenture no longer holds that office at the time the Trustee authenticates the Note, the Guarantee shall be valid nevertheless.

The delivery of any Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Guarantee set forth in this Indenture on behalf of the Guarantors.

Section 13.04Subrogation.

Each Guarantor shall be subrogated to all rights of Holders of Notes against the Issuers in respect of any amounts paid by any Guarantor pursuant to the provisions of Section 13.01; provided that, if an Event of Default has occurred and is continuing, no Guarantor shall be entitled to enforce or receive any payments arising out of, or based upon, such right of subrogation until all amounts then due and payable by the Issuers under this Indenture or the Notes shall have been paid in full.

101

Section 13.05Benefits Acknowledged.

Each Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by this Indenture and that the guarantee and waivers made by it pursuant to its Guarantee are knowingly made in contemplation of such benefits.

Section 13.06Release of Guarantees.

Notwithstanding any other provision of this Indenture, any Guarantee by a Restricted Subsidiary (and all Liens securing the same) shall be automatically and unconditionally released and discharged upon:

(1)satisfaction and discharge of this Indenture in compliance with Article 14;

(2)a Legal Defeasance or Covenant Defeasance of this Indenture;

(3)such Subsidiary ceasing to constitute a Restricted Subsidiary in a transaction that complies with this Indenture (whether upon a sale, exchange, transfer or disposition of Capital Stock in such Restricted Subsidiary (including by way of merger or consolidation), or the designation of such Restricted Subsidiary as an Unrestricted Subsidiary or the sale or disposition of all of the assets of such Guarantor made in compliance with this Indenture);

(4)the merger or dissolution of a Guarantor into the Issuers or another Guarantor or the transfer or sale of all or substantially all of the assets of a Guarantor to the Issuers or another Guarantor; or

(5)in the case of any Guarantee provided pursuant to the last sentence of Section 4.08 such Subsidiary no longer guaranteeing the payment of any Indebtedness of the Company or any other Guarantor.

ARTICLE 14

SATISFACTION AND DISCHARGE

Section 14.01Satisfaction and Discharge.

This Indenture shall be discharged and shall cease to be of further effect (except as to any surviving rights of registration of transfer or exchange of the Notes as is herein expressly provided) as to all Notes, when:

(1)either (A) all such Notes theretofore authenticated and delivered (except lost, stolen or destroyed Notes which have been replaced or paid or Notes whose payment has been deposited in trust or segregated and held in trust by the Issuers and thereafter repaid to the Issuers or discharged from such trust as provided for in this Indenture) have been delivered to the Trustee for cancellation or (B) all Notes not theretofore delivered to the Trustee for cancellation (a) have become due and payable, (b) will become due and payable at their Stated Maturity within one year, or (c) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Issuers; or

102

(2)the Issuers or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust an amount in United States dollars or Government Securities or a combination thereof sufficient to pay and discharge the entire indebtedness on the Notes not theretofore delivered to the Trustee for cancellation, including principal of, premium, if any, and accrued interest at such Maturity, Stated Maturity or Redemption Date;

(3)after giving effect thereto, no Default or Event of Default shall have occurred and be continuing under any Indebtedness of the Issuers or any Restricted Subsidiary on the date of such deposit;

(4)such satisfaction and discharge will not result in a breach or violation of, or constitute a default under any other material agreement or instrument to which the Issuers or any Restricted Subsidiary is a party or by which the Issuers or any Restricted Subsidiary is bound;

(5)the Issuers or any Guarantor has paid or caused to be paid all other sums payable under this Indenture by the Issuers; and

(6)the Issuers have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel from independent counsel, each stating that all conditions precedent under this Section 14.01 relating to the satisfaction and discharge of such Indenture have been complied with.

Notwithstanding the satisfaction and discharge of this Indenture, if money shall have been deposited with the Trustee pursuant to clause (2) of this Section 14.01, the provisions of Section 14.02 and Section 8.06 shall survive.

Section 14.02Application of Trust Money.

Subject to the provisions of Section 8.06, all money or Government Securities deposited with the Trustee pursuant to Section 14.01 shall be held in trust and applied by it, in accordance with the provisions of the Notes and this Indenture, to the payment, either directly or through any Paying Agent (including the Issuers acting as their own Paying Agent) as the Trustee may determine, to the Persons entitled thereto, of the principal (and premium and Additional Interest, if any) and interest for whose payment such money has been deposited with the Trustee; but such money need not be segregated from other funds except to the extent required by law.

If the Trustee or Paying Agent is unable to apply any money or Government Securities in accordance with Section 14.01 by reason of any legal proceeding or by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, the Issuers’ and any Guarantor’s obligations under this Indenture and the Notes shall be revived and reinstated as though no deposit had occurred pursuant to Section 14.01; provided that if the Issuers have made any payment of principal of, premium and Additional Interest, if any, or interest on any Notes because of the reinstatement of their obligations, the Issuers shall be subrogated to the rights of the Holders of such Notes to receive such payment from the money or Government Securities held by the Trustee or Paying Agent.

103

ARTICLE 15

MISCELLANEOUS

Section 15.01Trust Indenture Act Controls.

If any provision of this Indenture limits, qualifies or conflicts with the duties imposed by Trust Indenture Act Section 318(c), the imposed duties shall control.

Section 15.02Notices.

Any notice or communication by the Issuers, any Guarantor, the Collateral Agent or the Trustee to the others is duly given if in writing and delivered in person or mailed by first-class mail (registered or certified, return receipt requested), fax or overnight air courier guaranteeing next day delivery, to the others’ address:

If to the Issuers and/or any Guarantor:

c/o Tops Holding Corporation
PO Box 1027
Buffalo, New York  14240-1027
Facsimile:  (716) 635-5102
Attention:  Kevin Darrington

If to the Trustee:

U.S. Bank National Association
100 Wall Street
Suite 1600
New York, New York  10005
Fax No.:  (212) 509-3384
Attention:  Beverly A. Freeney

If to the Collateral Agent:

U.S. Bank National Association
100 Wall Street
Suite 1600
New York, New York  10005
Fax No.:    (212) 509-3384
Attention:  Beverly A. Freeney

The Issuers, any Guarantor, the Trustee or the Collateral Agent, by notice to the others, may designate additional or different addresses for subsequent notices or communications.

All notices and communications (other than those sent to Holders) shall be deemed to have been duly given: at the time delivered by hand, if personally delivered; five calendar days after being deposited in the mail, postage prepaid, if mailed by first-class mail; when receipt acknowledged, if faxed; and the next Business Day after timely delivery to the courier, if sent by overnight air courier guaranteeing next day delivery; provided that any notice or communication delivered to the Trustee shall be deemed effective upon actual receipt thereof.

104

Any notice or communication to a Holder shall be mailed by first-class mail, certified or registered, return receipt requested, or by overnight air courier guaranteeing next day delivery to its address shown on the register kept by the Registrar.  Any notice or communication shall also be so mailed to any Person described in Trust Indenture Act Section 313(c), to the extent required by the Trust Indenture Act.  Failure to mail a notice or communication to a Holder or any defect in it shall not affect its sufficiency with respect to other Holders.

If the Issuers mails a notice or communication to Holders, it shall mail a copy to the Trustee and each Agent at the same time.

Section 15.03Communication by Holders of Notes with Other Holders of Notes.

Holders may communicate pursuant to Trust Indenture Act Section 312(b) with other Holders with respect to their rights under this Indenture or the Notes.  The Issuers, the Trustee, the Registrar and anyone else shall have the protection of Trust Indenture Act Section 312(c).

Section 15.04Certificate and Opinion as to Conditions Precedent.

Upon any request or application by the Issuers or any of the Guarantors to the Trustee to take any action under this Indenture, the Issuers or such Guarantor, as the case may be, shall furnish to the Trustee:

(a)an Officer’s Certificate in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 15.05) stating that, in the opinion of the signers, all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been satisfied; and

(b)an Opinion of Counsel in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 15.05) stating that, in the opinion of such counsel, all such conditions precedent and covenants have been satisfied.

Section 15.05Statements Required in Certificate or Opinion.

Each certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture (other than a certificate provided pursuant to Trust Indenture Act Section 314(a)(4)) shall comply with the provisions of Trust Indenture Act Section 314(e) and shall include:

(a)a statement that the Person making such certificate or opinion has read such covenant or condition;

(b)a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based;

(c)a statement that, in the opinion of such Person, he or she has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been complied with (and, in the case of an Opinion of Counsel, may be limited to reliance on an Officer’s Certificate as to matters of fact); and

(d)a statement as to whether or not, in the opinion of such Person, such condition or covenant has been complied with.

105

Section 15.06Rules by Trustee and Agents.

The Trustee may make reasonable rules for action by or at a meeting of Holders.  The Registrar or Paying Agent may make reasonable rules and set reasonable requirements for its functions.

Section 15.07No Personal Liability of Directors, Officers, Employees and Stockholders.

No director, officer, employee, member or stockholder of the Issuers or any Guarantor, as such, will have any liability for any obligations of the Issuers or the Guarantors under the Notes, this Indenture, the Guarantees, or for any claim based on, in respect of, or by reason of, such obligations or their creation.  Each Holder of Notes by accepting a Note waives and releases all such liability.  The waiver and release are part of the consideration for issuance of the Notes.

Section 15.08Governing Law; Waiver of Jury Trial.

THIS INDENTURE, THE NOTES AND ANY GUARANTEE WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, THE NOTES OR THE TRANSACTION CONTEMPLATED HEREBY.

Section 15.09Force Majeure.

In no event shall the Trustee, Paying Agent, Registrar or Transfer Agent be responsible or liable for any failure or delay in the performance of its obligations under this Indenture arising out of or caused by, directly or indirectly, forces beyond its reasonable control, including without limitation strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (software or hardware) services.

Section 15.10Successors.

All agreements of the Issuers in this Indenture and the Notes shall bind its successors.  All agreements of the Trustee and the Paying Agent, Registrar and Transfer Agent in this Indenture shall bind their respective successors.  All agreements of each Guarantor in this Indenture shall bind its successors, except as otherwise provided in Section 13.06.  The provisions of Article 11 referring to the Collateral Agent shall inure to the benefit of such Collateral Agent.

Section 15.11Severability.

In case any provision in this Indenture or in the Notes shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

Section 15.12Counterpart Originals.

The parties may sign any number of copies of this Indenture.  Each signed copy shall be an original, but all of them together represent the same agreement.  Delivery of an executed counterpart of

106

a signature page to this Indenture by facsimile, email or other electronic means shall be effective as delivery of a manually executed counterpart of this Indenture.

Section 15.13Table of Contents, Headings, Etc.

The Table of Contents, Cross-Reference Table and headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only, are not to be considered a part of this Indenture and shall in no way modify or restrict any of the terms or provisions hereof.

Section 15.14Qualification of Indenture.

The Issuers and the Guarantors shall qualify this Indenture under the Trust Indenture Act in accordance with and to the extent required by the terms and conditions of the Registration Rights Agreement and shall pay all reasonable costs and expenses (including attorneys’ fees and expenses for the Issuers, the Guarantors and the Trustee) incurred in connection therewith, including, but not limited to, costs and expenses of qualification of this Indenture and the Notes and printing this Indenture and the Notes.  The Trustee shall be entitled to receive from the Issuers and the Guarantors any such Officer’s Certificates, Opinions of Counsel or other documentation as it may reasonably request in connection with any such qualification of this Indenture under the Trust Indenture Act.

Section 15.15USA Patriot Act

The parties hereto acknowledge that in accordance with Section 326 of the USA Patriot Act the Trustee and Agents, like all financial institutions and in order to help fight the funding of terrorism and money laundering, are required to obtain, verify, and record information that identifies each person or legal entity that establishes a relationship or opens an account.  The parties to this agreement agree that they will provide the Trustee and the Agents with such information as they may request in order to satisfy the requirements of the USA Patriot Act.

[Signatures on following pages]

107

TOPS HOLDING CORPORATION
By:	/s/ Eric J. Kanter
	Name:	Eric J. Kanter
	Title:	Vice President
TOPS MARKETS, LLC
By:	/s/ Frank Curci
	Name:	Frank Curci
	Title:	Chief Executive Officer

Signature Page to Indenture

ARP BRADFORD LLC
By:    Tops Markets, LLC, its sole member
By:	/s/ Frank Curci
	Name:	Frank Curci
	Title:	Chief Executive Officer
BATH LLC
By:	Tops Markets, LLC, its sole member
By:	/s/ Frank Curci
	Name:	Frank Curci
	Title:	Chief Executive Officer
TOPS GIFT CARD COMPANY, LLC
By:	/s/ Frank Curci
	Name:	Frank Curci
	Title:	President

Signature Page to Indenture

U.S. BANK NATIONAL ASSOCIATION, as Trustee
By:	/s/ Beverly A. Freeney
	Name:	Beverly A. Freeney
	Title:	Vice President
U.S. BANK NATIONAL ASSOCIATION, as Collateral Agent
By:	/s/ Beverly A. Freeney
	Name:	Beverly A. Freeney
	Title:	Vice President

EXHIBIT A-1

[Face of Note]

[Insert the Global Note Legend, if applicable, pursuant to the provisions of the Indenture]

[Insert the Private Placement Legend, if applicable, pursuant to the provisions of the Indenture]

[Insert the IAI Note Legend, if applicable, pursuant to the provisions of the Indenture]

[Insert the OID Legend, if applicable, pursuant to the provisions of the Indenture]

A-1-1

CUSIP  [                                ]

ISIN  [                                ](1)

[RULE 144A][REGULATION S] GLOBAL NOTE
10.125% Senior Secured Notes due 2015

No.              [$                            ]

TOPS HOLDING CORPORATION
and
TOPS MARKETS, LLC

promise to pay to CEDE & CO. or registered assigns, the principal sum [set forth on the Schedule of Exchanges of Interests in the Global Note attached hereto] [of                                                  United States Dollars] on October 15, 2015.

Interest Payment Dates:  April 15 and October 15

Record Dates:  April 1 and October 1

(1)Rule 144A Note CUSIP:  89078W AA7
Rule 144A Note ISIN:  US89078WAA71
Regulation S Note CUSIP:  U89095 AA8
Regulation S Note ISIN:  USU89095AA83
Exchange Note CUSIP:  89078W AB5
Exchange Note ISIN:  US89078WAB54

A-1-2

IN WITNESS HEREOF, the Issuers have caused this instrument to be duly executed.
	TOPS HOLDING CORPORATION
	By:
		Name:
		Title:
	TOPS MARKETS, LLC
	By:
		Name:
		Title:

A-1-3

This is one of the Notes referred to in the within-mentioned Indenture:
Dated:  [               ]
	U.S. BANK NATIONAL ASSOCIATION, as Trustee
	By:
		Authorized Signatory

A-1-4

[Back of Note]

10.125% Senior Secured Notes due 2015

Capitalized terms used herein shall have the meanings assigned to them in the Indenture referred to below unless otherwise indicated.

1.INTEREST.  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”), promise to pay interest on the principal amount of this Note at 10.125% per annum from October 9, 2009 until maturity and shall pay the Additional Interest, if any, payable pursuant to the Registration Rights Agreement referred to below.  The Issuers will pay interest and Additional Interest, if any, semi-annually in arrears on April 15 and October 15 of each year, or if any such day is not a Business Day, on the next succeeding Business Day (each, an “Interest Payment Date”).  Interest on the Notes will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from the date of issuance; provided that the first Interest Payment Date shall be April 15, 2010.  The Issuers will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal and premium, if any, from time to time on demand at the interest rate on the Notes; they shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest and Additional Interest, if any, (without regard to any applicable grace periods) from time to time on demand at the interest rate on the Notes.  Interest will be computed on the basis of a 360-day year comprised of twelve 30-day months.

2.METHOD OF PAYMENT.  The Issuers will pay interest on the Notes and Additional Interest, if any, to the Persons who are registered Holders of Notes at the close of business on the April 1 or October 1 (whether or not a Business Day), as the case may be, immediately preceding the Interest Payment Date, even if such Notes are canceled after such record date and on or before such Interest Payment Date, except as provided in Section 2.12 of the Indenture with respect to defaulted interest.  Payment of interest and Additional Interest, if any, may be made by check mailed to the Holders at their addresses set forth in the register of Holders, provided that payment by wire transfer of immediately available funds will be required with respect to principal of and interest, premium and Additional Interest, if any, on, all Global Notes and all other Notes the Holders of which shall have provided wire transfer instructions to the Issuers or the Paying Agent.  Such payment shall be in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts.

3.PAYING AGENT AND REGISTRAR.  Initially, U.S. Bank National Association, will act as Paying Agent and Registrar.  The Issuers may change any Paying Agent or Registrar without notice to the Holders.  The Issuers or any of their Subsidiaries may act in any such capacity.

4.INDENTURE.  The Issuers issued the Notes under an Indenture, dated as of October 9, 2009 (the “Indenture”), among the Issuers, the Guarantors named therein, the Trustee and the Collateral Agent.  This Note is one of a duly authorized issue of notes of the Issuers designated as their 10.125% Senior Secured Notes due 2015.  The Issuers shall be entitled to issue Additional Notes pursuant to Section 2.01 of the Indenture.  The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”).  The Notes are subject to all such terms, and Holders are referred to the Indenture and such Act for a statement of such terms.  To the extent any provision of this Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling.

A-1-5

5.OPTIONAL REDEMPTION.

(a)At any time prior to October 15, 2012, the Issuers may redeem all or a portion of the Notes, on not less than 30 nor more than 60 days’ prior notice, in amounts of $1,000 or an integral multiple thereof, at a price equal to 100% of the aggregate principal amount of the Notes to be redeemed plus the Applicable Premium as of, and accrued and unpaid interest, if any, to (but not including) the Redemption Date, subject to the rights of holders of record on relevant Record Dates to receive interest due on an Interest Payment Date.

(b)On or after October 15, 2012, the Issuers may redeem all or a portion of the Notes, on not less than 30 nor more than 60 days’ prior notice, in amounts of $1,000 or an integral multiple thereof, at the following redemption prices (expressed as percentages of the principal amount), together with accrued and unpaid interest, if any, to (but not including) the Redemption Date subject to the rights of holders of record on relevant Record Dates to receive interest due on an Interest Payment Date, if redeemed during the 12-month period beginning October 15 of the years indicated below:

Year	Redemption Price
2012	105.063	%
2013	102.531	%
2014 and thereafter	100.000	%

(c)In addition, at any time prior to October 15, 2012, the Issuers, at their option, may use the net proceeds of one or more Equity Offerings to redeem up to an aggregate of 35% of the aggregate principal amount of Notes issued under this Indenture (including any Additional Notes) at a redemption price equal to 110.125% of the aggregate principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, to (but not including) the Redemption Date subject to the rights of holders of record on relevant Record Dates to receive interest due on an Interest Payment Date; provided that at least 65% of the aggregate principal amount of Notes (calculated after giving effect to the issuance of any Additional Notes) must remain outstanding immediately after the occurrence of such redemption and such redemption is within 120 days of the closing of the Equity Offering.

(d)If less than all of the Notes are to be redeemed, the Trustee shall select the Notes to be redeemed in compliance with the requirements of the principal national security exchange, if any, on which the Notes are listed, or if the Notes are not listed, on a pro rata basis, by lot or by any other method the Trustee shall deem fair and reasonable.  Notes redeemed in part must be redeemed only in integral multiples of $1,000 and no Note with a principal amount of less than $2,000 will be redeemed in part.

(e)In addition to the Issuers’ rights to redeem the Notes as set forth above, the Issuers may purchase Notes in open-market transactions, tender offers or otherwise

6.MANDATORY REDEMPTION.  The Issuers shall not be required to make mandatory redemption or sinking fund payments with respect to the Notes.

7.NOTICE OF REDEMPTION.  Subject to Section 3.03 of the Indenture, notice of redemption will be mailed by first-class mail at least 30 days but not more than 60 days before the Redemption Date (except that redemption notices may be mailed more than 60 days prior to a Redemption Date if the notice is issued in connection with Article 8 or Article 14 of the Indenture) to each Holder whose Notes are to be redeemed at its registered address.  Notes in denominations larger than $2,000 may

A-1-6

be redeemed in part but only in whole multiples of $1,000 in excess thereof, unless all of the Notes held by a Holder are to be redeemed.  On and after the Redemption Date interest ceases to accrue on Notes or portions thereof called for redemption.

8.OFFERS TO REPURCHASE.

(a)If a Change of Control occurs, each Holder of Notes will have the right to require the Issuers to purchase all or any part (in integral multiples of $1,000 except that no purchase will be permitted that would result in a Note having a remaining principal amount of less than $2,000) of such Holder’s Notes pursuant to a Change of Control offer.  In the Change of Control offer, the Issuers will offer to purchase all of the Notes, at a purchase price in cash in an amount equal to 101% of the principal amount of such Notes, plus accrued and unpaid interest, if any, to (but not including) the date of purchase (subject to the rights of Holders of record on relevant Record Dates to receive interest due on an Interest Payment Date).  The Change of Control offer shall be made in accordance with Section 4.09 of the Indenture.

(b)Under certain circumstances described in the Indenture, the Issuers will be required to apply the proceeds of Asset Sales to the repayment of the Notes and Permitted Additional Pari Passu Indebtedness.  The offer shall be made in accordance with Section 4.07 of the Indenture

9.DENOMINATIONS, TRANSFER, EXCHANGE.  The Notes are in registered form without coupons in denominations of $2,000 and integral multiples of $1,000 in excess thereof.  The transfer of Notes may be registered and Notes may be exchanged as provided in the Indenture.  The Registrar and the Trustee may require a Holder, among other things, to furnish appropriate endorsements and transfer documents and the Issuers may require a Holder to pay any taxes and fees required by law or permitted by the Indenture.  The Issuers need not exchange or register the transfer of any Notes or portion of Notes selected for redemption, except for the unredeemed portion of any Notes being redeemed in part.  Also, the Issuers need not exchange or register the transfer of any Notes for a period of 15 days before the mailing of a notice of redemption of Notes to be redeemed.

10.PERSONS DEEMED OWNERS.  The registered Holder of a Note may be treated as its owner for all purposes.

11.AMENDMENT, SUPPLEMENT AND WAIVER.  The Indenture, the Guarantees or the Notes may be amended or supplemented as provided in the Indenture.

12.DEFAULTS AND REMEDIES.  The Events of Default relating to the Notes are defined in Section 6.01 of the Indenture.  If any Event of Default (other than as specified in Section 6.01(7) or 6.01(8) of the Indenture with respect to an Issuer) shall occur and be continuing with respect to the Indenture, the Trustee or the Holders of not less than 25% in aggregate principal amount of the Notes then outstanding may, and the Trustee at the request of such Holders shall, declare all unpaid principal of, premium, if any, and accrued interest on all Notes to be due and payable immediately, by a notice in writing to the Issuers (and to the Trustee if given by the holders of the Notes) and upon any such declaration, such principal, premium, if any, and interest shall become due and payable immediately.  Notwithstanding the foregoing, in the case of an Event of Default as specified in Section 6.01(7) or 6.01(8), with respect to an Issuer occurs and is continuing, then all the Notes shall automatically become and be due and payable immediately in an amount equal to the principal amount of the Notes, together with accrued and unpaid interest, if any, to the date the Notes become due and payable, without any declaration or other act on the part of the Trustee or any holder.  Holders may not enforce the Indenture, the Notes or the Guarantees except as provided in the Indenture.  Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or

A-1-7

power.  The Trustee may withhold from Holders of the Notes notice of any continuing Default (except a Default relating to the payment of principal, premium, if any, Additional Interest, if any, or interest) if it determines that withholding notice is in their interest.  The Holders of a majority in aggregate principal amount of the Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or and its consequences under the Indenture except a continuing Default in payment of the principal of, premium, if any, Additional Interest, if any, or interest on, any of the Notes held by a non-consenting Holder.  The Issuers and each Guarantor (to the extent that such Guarantor is so required under the Trust Indenture Act) are required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Issuers are required within five (5) Business Days after becoming aware of any Default, to deliver to the Trustee a statement specifying such Default and what action the Issuers propose to take with respect thereto.

13.AUTHENTICATION.  This Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose until authenticated by the manual signature of the Trustee.

14.ADDITIONAL RIGHTS OF HOLDERS OF RESTRICTED GLOBAL NOTES AND RESTRICTED DEFINITIVE NOTES.  In addition to the rights provided to Holders of Notes under the Indenture, Holders of Restricted Global Notes and Restricted Definitive Notes shall have all the rights set forth in the Registration Rights Agreement, including the right to receive Additional Interest (as defined in the Registration Rights Agreement).

15.GOVERNING LAW.  THIS INDENTURE, THE NOTES AND ANY GUARANTEE WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

16.CUSIP/ISIN NUMBERS.  Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the Issuers have caused CUSIP/ISIN numbers to be printed on the Notes and the Trustee may use CUSIP/ISIN numbers in notices of redemption as a convenience to Holders.  No representation is made as to the accuracy of such numbers either as printed on the Notes or as contained in any notice of redemption and reliance may be placed only on the other identification numbers placed thereon.

The Issuers will furnish to any Holder upon written request and without charge a copy of the Indenture and/or the Registration Rights Agreement.  Requests may be made to the Issuers at the following address:

Tops Holding Corporation
PO Box 1027
Buffalo, New York  14240-1027
Facsimile:  (716) 635-5102
Attention:  Kevin Darrington

A-1-8

ASSIGNMENT FORM

To assign this Note, fill in the form below:

(I) or (we) assign and transfer this Note to:
	(Insert assignee’ legal name)
(Insert assignee’s soc. sec. or tax I.D. no.)
(Print or type assignee’s name, address and zip code)
and irrevocably appoint
to transfer this Note on the books of the Issuers. The agent may substitute another to act for him.

Date:
	Your Signature:
		(Sign exactly as your name appears on the face of this Note)
Signature Guarantee*:

* Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee).

A-1-9

OPTION OF HOLDER TO ELECT PURCHASE

If you want to elect to have this Note purchased by the Issuers pursuant to Section 4.07 or 4.09 of the Indenture, check the appropriate box below:

o Section 4.07 o Section 4.09

If you want to elect to have only part of this Note purchased by the Issuers pursuant to Section 4.07 or Section 4.09 of the Indenture, state the amount you elect to have purchased:

	$
Date:

Your Signature:
	(Sign exactly as your name appears on the face of this Note)
Tax Identification No.:

Signature Guarantee*:  

* Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee).

A-1-10

SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE*

The initial outstanding principal amount of this Global Note is $                    .  The following exchanges of a part of this Global Note for an interest in another Global Note or for a Definitive Note, or exchanges of a part of another Global or Definitive Note for an interest in this Global Note, have been made:

Date of
Exchange Amount of
decrease in
Principal Amount
of this Global Note Amount of increase
in Principal
Amount of this
Global Note Principal Amount of
this Global Note
following such
decrease or increase Signature of
authorized signatory
of Trustee or
Notes Registrar

*This schedule should be included only if the Note is issued in global form.

A-1-11

Notation of Guarantee

Pursuant to the Indenture, dated as of October 9, 2009 (the “Indenture”), among Tops Holding Corporation (the “Company”), Tops Markets, LLC (“Tops Markets” and, together with the Company, the “Issuers”), the Guarantors named therein, the Trustee and the Collateral Agent, each Guarantor, subject to the provisions of Article 13 of the Indenture, hereby, jointly and severally, guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of the Indenture, the Notes or the obligations of the Issuers thereunder, that: (a) the principal of, interest, premium and Additional Interest, if any, on the Notes shall be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other obligations of the Issuers to the Holders or the Trustee hereunder or thereunder shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, the same shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise.  Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors shall be jointly and severally obligated to pay the same immediately.  Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collection.

[                                                  ]
as Guarantors
By:
	Name:
	Title:

A-1-12

EXHIBIT A-2

[Face of Regulation S Temporary Note]

[Insert Regulation S Temporary Global Note Legend]

[Insert the Global Note Legend]

[Insert the Private Placement Legend]

[Insert the OID Legend]

[Insert the IAI Note Legend, if applicable, pursuant to the provisions of the Indenture]

A-2-1

CUSIP  U89095 AA8

ISIN  USU89095AA83

[TEMPORARY REGULATION S]
10.125% Senior Secured Notes due 2015

No.                [$                            ]

TOPS HOLDING CORPORATION
and
TOPS MARKETS, LLC

promise to pay to CEDE & CO. or registered assigns, the principal sum [set forth on the Schedule of Exchanges of Interests in the Regulation S Temporary Global Note attached hereto] [of                                                  United States Dollars] on October 15, 2015.

Interest Payment Dates:  April 15 and October 15

Record Dates:  April 1 and October 1

A-2-2

IN WITNESS HEREOF, the Issuers have caused this instrument to be duly executed.
	TOPS HOLDING CORPORATION
	By:
		Name:
		Title:
	TOPS MARKETS, LLC
	By:
		Name:
		Title:

A-2-3

This is one of the Notes referred to in the within-mentioned Indenture:
Dated:  [               ]
	U.S. BANK NATIONAL ASSOCIATION, as Trustee
	By:
		Authorized Signatory

A-2-4

[Back of Note]

10.125% Senior Secured Notes due 2015

Capitalized terms used herein shall have the meanings assigned to them in the Indenture referred to below unless otherwise indicated.

1.INTEREST.  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”), promise to pay interest on the principal amount of this Note at 10.125% per annum from October 9, 2009 until maturity and shall pay the Additional Interest, if any, payable pursuant to the Registration Rights Agreement referred to below.  The Issuers will pay interest and Additional Interest, if any, semi-annually in arrears on April 15 and October 15 of each year, or if any such day is not a Business Day, on the next succeeding Business Day (each, an “Interest Payment Date”).  Interest on the Notes will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from the date of issuance; provided that the first Interest Payment Date shall be April 15, 2010.  The Issuers will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal and premium, if any, from time to time on demand at the interest rate on the Notes; they shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest and Additional Interest, if any, (without regard to any applicable grace periods) from time to time on demand at the interest rate on the Notes.  Interest will be computed on the basis of a 360-day year comprised of twelve 30-day months.

Until this Regulations S Temporary Global Note is exchanged for one or more Regulation S Permanent Global Notes, the Holder hereof shall not be entitled to receive payments of interest hereon; until so exchanged in full, this Regulation S Temporary Global Note shall in all other respects be entitled to the same benefits as the other Notes under the Indenture.

2.METHOD OF PAYMENT.  The Issuers will pay interest on the Notes and Additional Interest, if any, to the Persons who are registered Holders of Notes at the close of business on the April 1 or October 1 (whether or not a Business Day), as the case may be, immediately preceding the Interest Payment Date, even if such Notes are canceled after such record date and on or before such Interest Payment Date, except as provided in Section 2.12 of the Indenture with respect to defaulted interest.  Payment of interest and Additional Interest, if any, may be made by check mailed to the Holders at their addresses set forth in the register of Holders, provided that payment by wire transfer of immediately available funds will be required with respect to principal of and interest, premium and Additional Interest, if any, on, all Global Notes and all other Notes the Holders of which shall have provided wire transfer instructions to the Issuers or the Paying Agent.  Such payment shall be in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts.

3.PAYING AGENT AND REGISTRAR.  Initially, U.S. Bank National Association, will act as Paying Agent and Registrar.  The Issuers may change any Paying Agent or Registrar without notice to the Holders.  The Issuers or any of their Subsidiaries may act in any such capacity.

4.INDENTURE.  The Issuers issued the Notes under an Indenture, dated as of October 9, 2009 (the “Indenture”), among the Issuers, the Guarantors named therein, the Trustee and the Collateral Agent.  This Note is one of a duly authorized issue of notes of the Issuers designated as their 10.125% Senior Secured Notes due 2015.  The Issuers shall be entitled to issue Additional Notes pursuant to Section 2.01 of the Indenture.  The terms of the Notes include those stated in the Indenture and those

A-2-5

made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”).  The Notes are subject to all such terms, and Holders are referred to the Indenture and such Act for a statement of such terms.  To the extent any provision of this Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling.

5.OPTIONAL REDEMPTION.

(a)At any time prior to October 15, 2012, the Issuers may redeem all or a portion of the Notes, on not less than 30 nor more than 60 days’ prior notice, in amounts of $1,000 or an integral multiple thereof, at a price equal to 100% of the aggregate principal amount of the Notes to be redeemed plus the Applicable Premium as of, and accrued and unpaid interest, if any, to (but not including) the Redemption Date, subject to the rights of holders of record on relevant Record Dates to receive interest due on an Interest Payment Date.

(b)On or after October 15, 2012, the Issuers may redeem all or a portion of the Notes, on not less than 30 nor more than 60 days’ prior notice, in amounts of $1,000 or an integral multiple thereof, at the following redemption prices (expressed as percentages of the principal amount), together with accrued and unpaid interest, if any, to (but not including) the Redemption Date subject to the rights of holders of record on relevant Record Dates to receive interest due on an Interest Payment Date, if redeemed during the 12-month period beginning October 15 of the years indicated below:

Year	RedemptionPrice
2012	105.063	%
2013	102.531	%
2014 and thereafter	100.000	%

(c)In addition, at any time prior to October 15, 2012, the Issuers, at their option, may use the net proceeds of one or more Equity Offerings to redeem up to an aggregate of 35% of the aggregate principal amount of Notes issued under this Indenture (including any Additional Notes) at a redemption price equal to 110.125% of the aggregate principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, to (but not including) the Redemption Date subject to the rights of holders of record on relevant Record Dates to receive interest due on an Interest Payment Date; provided that at least 65% of the aggregate principal amount of Notes (calculated after giving effect to the issuance of any Additional Notes) must remain outstanding immediately after the occurrence of such redemption and such redemption is within 120 days of the closing of the Equity Offering.

(d)If less than all of the Notes are to be redeemed, the Trustee shall select the Notes to be redeemed in compliance with the requirements of the principal national security exchange, if any, on which the Notes are listed, or if the Notes are not listed, on a pro rata basis, by lot or by any other method the Trustee shall deem fair and reasonable.  Notes redeemed in part must be redeemed only in integral multiples of $1,000 and no Note with a principal amount of less than $2,000 will be redeemed in part.

(e)In addition to the Issuers’ rights to redeem the Notes as set forth above, the Issuers may purchase Notes in open-market transactions, tender offers or otherwise

6.MANDATORY REDEMPTION.  The Issuers shall not be required to make mandatory redemption or sinking fund payments with respect to the Notes.

A-2-6

7.NOTICE OF REDEMPTION.  Subject to Section 3.03 of the Indenture, notice of redemption will be mailed by first-class mail at least 30 days but not more than 60 days before the Redemption Date (except that redemption notices may be mailed more than 60 days prior to a Redemption Date if the notice is issued in connection with Article 8 or Article 14 of the Indenture) to each Holder whose Notes are to be redeemed at its registered address.  Notes in denominations larger than $2,000 may be redeemed in part but only in whole multiples of $1,000 in excess thereof, unless all of the Notes held by a Holder are to be redeemed.  On and after the Redemption Date interest ceases to accrue on Notes or portions thereof called for redemption.

8.OFFERS TO REPURCHASE.

(a)If a Change of Control occurs, each Holder of Notes will have the right to require the Issuers to purchase all or any part (in integral multiples of $1,000 except that no purchase will be permitted that would result in a Note having a remaining principal amount of less than $2,000) of such Holder’s Notes pursuant to a Change of Control offer.  In the Change of Control offer, the Issuers will offer to purchase all of the Notes, at a purchase price in cash in an amount equal to 101% of the principal amount of such Notes, plus accrued and unpaid interest, if any, to (but not including) the date of purchase (subject to the rights of Holders of record on relevant Record Dates to receive interest due on an Interest Payment Date).  The Change of Control offer shall be made in accordance with Section 4.09 of the Indenture.

(b)Under certain circumstances described in the Indenture, the Issuers will be required to apply the proceeds of Asset Sales to the repayment of the Notes and Permitted Additional Pari Passu Indebtedness.  The offer shall be made in accordance with Section 4.07 of the Indenture

9.DENOMINATIONS, TRANSFER, EXCHANGE.  The Notes are in registered form without coupons in denominations of $2,000 and integral multiples of $1,000 in excess thereof.  The transfer of Notes may be registered and Notes may be exchanged as provided in the Indenture.  The Registrar and the Trustee may require a Holder, among other things, to furnish appropriate endorsements and transfer documents and the Issuers may require a Holder to pay any taxes and fees required by law or permitted by the Indenture.  The Issuers need not exchange or register the transfer of any Notes or portion of Notes selected for redemption, except for the unredeemed portion of any Notes being redeemed in part.  Also, the Issuers need not exchange or register the transfer of any Notes for a period of 15 days before the mailing of a notice of redemption of Notes to be redeemed.

10.PERSONS DEEMED OWNERS.  The registered Holder of a Note may be treated as its owner for all purposes.

11.AMENDMENT, SUPPLEMENT AND WAIVER.  The Indenture, the Guarantees or the Notes may be amended or supplemented as provided in the Indenture.

12.DEFAULTS AND REMEDIES.  The Events of Default relating to the Notes are defined in Section 6.01 of the Indenture.  If any Event of Default (other than as specified in Section 6.01(7) or 6.01(8) of the Indenture with respect to an Issuer) shall occur and be continuing with respect to the Indenture, the Trustee or the Holders of not less than 25% in aggregate principal amount of the Notes then outstanding may, and the Trustee at the request of such Holders shall, declare all unpaid principal of, premium, if any, and accrued interest on all Notes to be due and payable immediately, by a notice in writing to the Issuers (and to the Trustee if given by the holders of the Notes) and upon any such declaration, such principal, premium, if any, and interest shall become due and payable immediately.  Notwithstanding the foregoing, in the case of an Event of Default as specified in Section 6.01(7) or 6.01(8), with respect to an Issuer occurs and is continuing, then all the Notes shall automatically become and be due and

A-2-7

payable immediately in an amount equal to the principal amount of the Notes, together with accrued and unpaid interest, if any, to the date the Notes become due and payable, without any declaration or other act on the part of the Trustee or any holder.  Holders may not enforce the Indenture, the Notes or the Guarantees except as provided in the Indenture.  Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power.  The Trustee may withhold from Holders of the Notes notice of any continuing Default (except a Default relating to the payment of principal, premium, if any, Additional Interest, if any, or interest) if it determines that withholding notice is in their interest.  The Holders of a majority in aggregate principal amount of the Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or and its consequences under the Indenture except a continuing Default in payment of the principal of, premium, if any, Additional Interest, if any, or interest on, any of the Notes held by a non-consenting Holder.  The Issuers and each Guarantor (to the extent that such Guarantor is so required under the Trust Indenture Act) are required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Issuers are required within five (5) Business Days after becoming aware of any Default, to deliver to the Trustee a statement specifying such Default and what action the Issuers propose to take with respect thereto.

13.AUTHENTICATION.  This Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose until authenticated by the manual signature of the Trustee.

14.ADDITIONAL RIGHTS OF HOLDERS OF RESTRICTED GLOBAL NOTES AND RESTRICTED DEFINITIVE NOTES.  In addition to the rights provided to Holders of Notes under the Indenture, Holders of Restricted Global Notes and Restricted Definitive Notes shall have all the rights set forth in the Registration Rights Agreement, including the right to receive Additional Interest (as defined in the Registration Rights Agreement).

15.GOVERNING LAW.  THIS INDENTURE, THE NOTES AND ANY GUARANTEE WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

16.CUSIP/ISIN NUMBERS.  Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the Issuers have caused CUSIP/ISIN numbers to be printed on the Notes and the Trustee may use CUSIP/ISIN numbers in notices of redemption as a convenience to Holders.  No representation is made as to the accuracy of such numbers either as printed on the Notes or as contained in any notice of redemption and reliance may be placed only on the other identification numbers placed thereon.

A-2-8

The Issuers will furnish to any Holder upon written request and without charge a copy of the Indenture and/or the Registration Rights Agreement.  Requests may be made to the Issuers at the following address:

Tops Holding Corporation
PO Box 1027
Buffalo, New York  14240-1027
Facsimile:  (716) 635-5102
Attention:  Kevin Darrington

A-2-9

ASSIGNMENT FORM

To assign this Note, fill in the form below:

(I) or (we) assign and transfer this Note to:
	(Insert assignee’ legal name)
(Insert assignee’s soc. sec. or tax I.D. no.)
(Print or type assignee’s name, address and zip code)
and irrevocably appoint
to transfer this Note on the books of the Issuers.  The agent may substitute another to act for him.

Date:
	Your Signature:
		(Sign exactly as your name appears on the face of this Note)
Signature Guarantee*:

* Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee).

A-2-10

OPTION OF HOLDER TO ELECT PURCHASE

If you want to elect to have this Note purchased by the Issuers pursuant to Section 4.07 or 4.09 of the Indenture, check the appropriate box below:

o Section 4.07 o Section 4.09

If you want to elect to have only part of this Note purchased by the Issuers pursuant to Section 4.07 or Section 4.09 of the Indenture, state the amount you elect to have purchased:

$

Date:
	Your Signature:
		(Sign exactly as your name appears on the face of this Note)
	Tax Identification No.:

Signature Guarantee*: 

* Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee).

A-2-11

SCHEDULE OF EXCHANGES OF INTERESTS IN THE REGULATION S TEMPORARY GLOBAL NOTE*

The initial outstanding principal amount of this Regulation S Temporary Global Note is $                    .  The following exchanges of a part of this Regulation S Temporary Global Note for an interest in another Regulation S Temporary Global Note or for a Definitive Note, or exchanges of a part of another Regulation S Temporary Global or Definitive Note for an interest in this Regulation S Temporary Global Note, have been made:

Date of
Exchange Amount of
decrease in
Principal Amount
of this Regulation
S Temporary
Global Note Amount of increase
in Principal
Amount of this
Regulation S Temporary Global Note Principal Amount of
this Regulation S
Temporary Global
Note
following such
decrease or increase Signature of
authorized signatory
of Trustee or
Notes Registrar

*This schedule should be included only if the Note is issued in global form.

A-2-12

Notation of Guarantee

Pursuant to the Indenture, dated as of October 9, 2009 (the “Indenture”), among Tops Holding Corporation (the “Company”), Tops Markets, LLC (“Tops Markets” and, together with the Company, the “Issuers”), the Guarantors named therein, the Trustee and the Collateral Agent, each Guarantor, subject to the provisions of Article 13 of the Indenture, hereby, jointly and severally, guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of the Indenture, the Notes or the obligations of the Issuers thereunder, that: (a) the principal of, interest, premium and Additional Interest, if any, on the Notes shall be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other obligations of the Issuers to the Holders or the Trustee hereunder or thereunder shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, the same shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise.  Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors shall be jointly and severally obligated to pay the same immediately.  Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collection.

[                                                  ]
as Guarantors
By:
	Name:
	Title:

A-2-13

EXHIBIT B

FORM OF CERTIFICATE OF TRANSFER

Tops Holding Corporation

PO Box 1027
Buffalo, New York  14240-1027
Facsimile:  (716) 635-5102
Attention:  Kevin Darrington

U.S. Bank National Association
100 Wall Street — Suite 1600
New York, New York  10005
Fax No.:  (212) 509-3384
Attention:  Beverly A. Freeney

Re:  10.125% Senior Secured Notes due 2015

Reference is hereby made to the Indenture, dated as of October 9, 2009 (the “Indenture”), among Tops Holding Corporation, Tops Markets, LLC, the Guarantors named therein, the Trustee and the Collateral Agent.  Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture.

                             (the “Transferor”) owns and proposes to transfer the Note[s] or interest in such Note[s] specified in Annex A hereto, in the principal amount of $                       in such Note[s] or interests (the “Transfer”), to                                (the “Transferee”), as further specified in Annex A hereto.  In connection with the Transfer, the Transferor hereby certifies that:

[CHECK ALL THAT APPLY]

1.o CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL INTEREST IN THE 144A GLOBAL NOTE OR A DEFINITIVE NOTE PURSUANT TO RULE 144A.  The Transfer is being effected pursuant to and in accordance with Rule 144A under the United States Securities Act of 1933, as amended (the “Securities Act”), and, accordingly, the Transferor hereby further certifies that the beneficial interest or Definitive Note is being transferred to a Person that the Transferor reasonably believes is purchasing the beneficial interest or Definitive Note for its own account, or for one or more accounts with respect to which such Person exercises sole investment discretion, and such Person and each such account is a “qualified institutional buyer” within the meaning of Rule 144A in a transaction meeting the requirements of Rule 144A and such Transfer is in compliance with any applicable blue sky securities laws of any state of the United States.

2.o CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL INTEREST IN THE REGULATION S TEMPORARY GLOBAL NOTE, THE REGULATION S PERMANENT GLOBAL NOTE OR A DEFINITIVE NOTE PURSUANT TO REGULATION S.  The Transfer is being effected pursuant to and in accordance with Rule 903 or Rule 904 under the Securities Act and, accordingly, the Transferor hereby further certifies that (i) the Transfer is not being made to a person in the United States and (x) at the time the buy order was originated, the Transferee was outside the United States or such Transferor and any Person acting on its behalf reasonably believed and believes that the Transferee was outside the United States or (y) the transaction was executed in, on or through the

B-1

facilities of a designated offshore securities market and neither such Transferor nor any Person acting on its behalf knows that the transaction was prearranged with a buyer in the United States, (ii) no directed selling efforts have been made in contravention of the requirements of Rule 903(b) or Rule 904(b) of Regulation S under the Securities Act (iii) the transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act and (iv) if the proposed transfer is being made prior to the expiration of the Restricted Period, the transfer is not being made to a U.S. Person or for the account or benefit of a U.S. Person (other than an Initial Purchaser).  Upon consummation of the proposed transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will be subject to the restrictions on Transfer enumerated in the Private Placement Legend printed on the Regulation S Temporary Global Note, the Regulation S Permanent Global Note and/or the Restricted Definitive Note Indenture and the Securities Act.

3.o CHECK AND COMPLETE IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL INTEREST IN A GLOBAL NOTE OR A DEFINITIVE NOTE PURSUANT TO ANY PROVISION OF THE SECURITIES ACT OTHER THAN RULE 144A OR REGULATION S.  The Transfer is being effected in compliance with the transfer restrictions applicable to beneficial interests in Restricted Global Notes and Restricted Definitive Notes and pursuant to and in accordance with the Securities Act and any applicable blue sky securities laws of any state of the United States, and accordingly the Transferor hereby further certifies that (check one):

(a)o such Transfer is being effected pursuant to and in accordance with Rule 144 under the Securities Act;

or

(b)o such Transfer is being effected to the Issuers or a subsidiary thereof;

or

(c)o such Transfer is being effected pursuant to an effective registration statement under the Securities Act and in compliance with the prospectus delivery requirements of the Securities Act;

or

(d)o such Transfer is being effected to an Institutional Accredited Investor and pursuant to an exemption from the registration requirements of the Securities Act other than Rule 144A, Rule 144, Rule 903 or Rule 904, and the Transferor hereby further certifies that it has not engaged in any general solicitation within the meaning of Regulation D under the Securities Act and the Transfer complies with the transfer restrictions applicable to beneficial interests in a Restricted Global Note or Restricted Definitive Notes and the requirements of the exemption claimed, which certification is supported by (1) a certificate executed by the Transferee in the form of Exhibit B-1 to the Indenture and (2) if such Transfer is in respect of a principal amount of Notes at the time of Transfer of less than $100,000, an Opinion of Counsel provided by the Transferor or the Transferee (a copy of which the Transferor has attached to this certification), to the effect that such Transfer is in compliance with the Securities Act.  Upon consummation of the proposed transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Definitive Notes and in the Indenture and the Securities Act.

B-2

4.o CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL NOTE OR OF AN UNRESTRICTED DEFINITIVE NOTE.

(a)o CHECK IF TRANSFER IS PURSUANT TO RULE 144. (i) The Transfer is being effected pursuant to and in accordance with Rule 144 to a Person who is not an affiliate (as defined in Rule 144) of the Issuers under the Securities Act and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any state of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act.  Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will no longer be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes, on Restricted Definitive Notes and in the Indenture.

(b)o CHECK IF TRANSFER IS PURSUANT TO REGULATION S.  (i) The Transfer is being effected pursuant to and in accordance with Rule 903 or Rule 904 under the Securities Act to a Person who is not an affiliate (as defined in Rule 144) of the Issuers and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any state of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act.  Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will no longer be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes, on Restricted Definitive Notes and in the Indenture.

(c)o CHECK IF TRANSFER IS PURSUANT TO OTHER EXEMPTION.  (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 to a Person who is not an affiliate (as defined in Rule 144) of the Issuers and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act.  Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture.

5.o CHECK IF TRANSFEROR IS AN AFFILIATE OF THE ISSUERS.

6.o CHECK IF TRANSFEREE IS AN AFFILIATE OF THE ISSUERS.

B-3

This certificate and the statements contained herein are made for your benefit and the benefit of the Issuers.

	[Insert Name of Transferor]
	By:
		Name:
		Title:
Dated:

B-4

ANNEX A TO CERTIFICATE OF TRANSFER

1.			The Transferor owns and proposes to transfer the following:
			[CHECK ONE OF (a) OR (b)]
(a)		o	a beneficial interest in the:
		(i)	o 144A Global Note (CUSIP [      ]), or
		(ii)	o Regulation S Global Note (CUSIP [      ]), or
(b)		o	a Restricted Definitive Note.
2.			After the Transfer the Transferee will hold:
			[CHECK ONE]
(a)		o	a beneficial interest in the:
		(i)	o 144A Global Note (CUSIP [      ]), or
		(ii)	o Regulation S Global Note (CUSIP [      ]), or
		(iii)	o Unrestricted Global Note (CUSIP [      ]), or
(b)		o	a Restricted Definitive Note; or
(c)	o  an Unrestricted Definitive Note, in accordance with the terms of the Indenture.

B-5

EXHIBIT B-1

FORM OF CERTIFICATE FROM

ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR

Tops Holding Corporation

PO Box 1027
Buffalo, New York  14240-1027
Facsimile:  (716) 635-5102
Attention:  Kevin Darrington

U.S. Bank National Association
100 Wall Street — Suite 1600
New York, New York  10005
Fax No.:  (212) 509-3384
Attention:  Beverly A. Freeney

Re:  10.125% Senior Secured Notes due 2015

Reference is hereby made to the Indenture, dated as of October 9, 2009 (the “Indenture”), among Tops Holding Corporation, Tops Markets, LLC, the Guarantors named therein, the Trustee and the Collateral Agent.  Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture.

In connection with our proposed purchase of $                         aggregate principal amount of Definitive Note:

we confirm that:

1.We understand that any subsequent transfer of the Notes or any interest therein is subject to certain restrictions and conditions set forth in the Indenture and the undersigned agrees to be bound by, and not to resell, pledge or otherwise transfer the Notes or any interest therein except in compliance with, such restrictions and conditions and the Securities Act of 1933, as amended (the “Securities Act”).

2.We understand that the offer and sale of the Notes have not been registered under the Securities Act, and that the Notes and any interest therein may not be offered or sold except as permitted in the following sentence.  We agree, on our own behalf and on behalf of any accounts for which we are acting as hereinafter stated, that if we should sell the Notes or any interest therein, we will do so only (A) to the Issuers, (B) in accordance with Rule 144A under the Securities Act to a “qualified institutional buyer” (as defined therein), (C) to an institutional “accredited investor” (as defined below) that, prior to such transfer, furnishes (or has furnished on its behalf by a U.S. broker-dealer) to you and to the Issuers a signed letter substantially in the form of this letter and, if such transfer is in respect of a principal amount of Notes at the time of transfer of less than $100,000, an Opinion of Counsel in form reasonably acceptable to the Issuers to the effect that such transfer is in compliance with the Securities Act, (D) outside the United States in accordance with Rule 904 of Regulation S under the Securities Act, (E) pursuant to an effective registration statement under the Securities Act, (F) in accordance with Rule 144 under the Securities Act or (G) in accordance with another exemption from the registration requirements of the Securities

B-1-1

Act, and we further agree to provide to any Person purchasing the Definitive Note from us in a transaction meeting the requirements of clauses (A) through (G) of this paragraph a notice advising such purchaser that resales thereof are restricted as stated herein.

3.We understand that, on any proposed resale of the Notes or beneficial interest therein, we will be required to furnish to you and the Issuers such certifications, legal opinions and other information as you and the Issuers may reasonably require to confirm that the proposed sale complies with the foregoing restrictions.  We further understand that the Notes purchased by us will bear a legend to the foregoing effect.

4.We are an institutional “accredited investor” (as defined in Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act) and have such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of our investment in the Notes, and we and any accounts for which we are acting are each able to bear the economic risk of our or its investment.

5.We are acquiring the Notes or beneficial interest therein purchased by us for our own account or for one or more accounts (each of which is an institutional “accredited investor”) as to each of which we exercise sole investment discretion.

You and the Issuers are entitled to rely upon this letter and are irrevocably authorized to produce this letter or a copy hereof to any interested party in any administrative or legal proceedings or official inquiry with respect to the matters covered hereby.

	[Insert Name of Accredited Investor]
	By:
		Name:
		Title:
Dated:

B-1-2

EXHIBIT C

FORM OF CERTIFICATE OF EXCHANGE

Tops Holding Corporation

PO Box 1027
Buffalo, New York  14240-1027
Facsimile:  (716) 635-5102
Attention:  Kevin Darrington

U.S. Bank National Association
100 Wall Street — Suite 1600
New York, New York  10005
Fax No.:  (212) 509-3384
Attention:  Beverly A. Freeney

Re:  10.125% Senior Secured Notes due 2015

Reference is hereby made to the Indenture, dated as of October 9, 2009 (the “Indenture”), among Tops Holding Corporation, Tops Markets, LLC, the Guarantors named therein, the Trustee and the Collateral Agent.  Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture.

                       (the “Owner”) owns and proposes to exchange the Note[s] or interest in such Note[s] specified herein, in the principal amount of $                     in such Note[s] or interests (the “Exchange”).  In connection with the Exchange, the Owner hereby certifies that:

1)EXCHANGE OF RESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN A RESTRICTED GLOBAL NOTE FOR UNRESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN AN UNRESTRICTED GLOBAL NOTE

a)o CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE TO BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL NOTE.  In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for a beneficial interest in an Unrestricted Global Note in an equal principal amount, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Global Notes and pursuant to and in accordance with the United States Securities Act of 1933, as amended (the “Securities Act”), (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act, (iv) the beneficial interest in an Unrestricted Global Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States and (v) the Owner is not an affiliate (as defined in Rule 144) of the Issuers.

b)o CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE TO UNRESTRICTED DEFINITIVE NOTE.  In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for an Unrestricted Definitive Note, the Owner hereby certifies (i) the Definitive Note is being acquired for the Owner’s own account without transfer, (ii) such Exchange has

C-1

been effected in compliance with the transfer restrictions applicable to the Restricted Global Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act, (iv) the Definitive Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States and (v) the Owner is not an affiliate (as defined in Rule 144) of the Issuers.

c)o CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE NOTE TO BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL NOTE.  In connection with the Owner’s Exchange of a Restricted Definitive Note for a beneficial interest in an Unrestricted Global Note, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to Restricted Definitive Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act, (iv) the beneficial interest is being acquired in compliance with any applicable blue sky securities laws of any state of the United States and (v) the Owner is not an affiliate (as defined in Rule 144) of the Issuers.

d)o CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE NOTE TO UNRESTRICTED DEFINITIVE NOTE.  In connection with the Owner’s Exchange of a Restricted Definitive Note for an Unrestricted Definitive Note, the Owner hereby certifies (i) the Unrestricted Definitive Note is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to Restricted Definitive Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act, (iv) the Unrestricted Definitive Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States and (v) the Owner is not an affiliate (as defined in Rule 144) of the Issuers.

2)EXCHANGE OF RESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN RESTRICTED GLOBAL NOTES FOR RESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN RESTRICTED GLOBAL NOTES

a)o CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE TO RESTRICTED DEFINITIVE NOTE.  In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for a Restricted Definitive Note with an equal principal amount, the Owner hereby certifies that the Restricted Definitive Note is being acquired for the Owner’s own account without transfer.  Upon consummation of the proposed Exchange in accordance with the terms of the Indenture, the Restricted Definitive Note issued will continue to be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Definitive Note and in the Indenture and the Securities Act.

b)o CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE NOTE TO BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE.  In connection with the Exchange of the Owner’s Restricted Definitive Note for a beneficial interest

C-2

in the [CHECK ONE]  [  ] 144A Global Note  [  ] Regulation S Global Note, with an equal principal amount, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer and (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Restricted Global Notes and pursuant to and in accordance with the Securities Act, and in compliance with any applicable blue sky securities laws of any state of the United States.  Upon consummation of the proposed Exchange in accordance with the terms of the Indenture, the beneficial interest issued will be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the relevant Restricted Global Note and in the Indenture and the Securities Act.

3)o CHECK IF OWNER IS AN AFFILIATE OF THE ISSUERS.

4)o CHECK IF OWNER IS EXCHANGING THIS NOTE IN CONNECTION WITH AN EXPECTED TRANSFER TO AN AFFILIATE OF THE ISSUERS.

This certificate and the statements contained herein are made for your benefit and the benefit of the Issuers and are dated                                             .

	[Insert Name of Transferor]
	By:
		Name:
		Title:
Dated:

C-3

EXHIBIT D

[FORM OF SUPPLEMENTAL INDENTURE
TO BE DELIVERED BY SUBSEQUENT GUARANTORS]

Supplemental Indenture (this “Supplemental Indenture”), dated as of                     , among                                      (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”).

W I T N E S S E T H

WHEREAS, each of the Company, Tops Markets and the Guarantors (as defined in the Indenture referred to below) have heretofore executed and delivered to the Trustee an indenture (the “Indenture”), dated as of October 9, 2009, providing for the issuance of an unlimited aggregate principal amount of 10.125% Senior Secured Notes due 2015 (the “Notes”);

WHEREAS, the Indenture provides that under certain circumstances the Guaranteeing Subsidiary shall execute and deliver to the Trustee a supplemental indenture pursuant to which the Guaranteeing Subsidiary shall unconditionally guarantee all of the Issuers’ Obligations under the Notes and the Indenture on the terms and conditions set forth herein and under the Indenture (the “Guarantee”); and

WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is authorized to execute and deliver this Supplemental Indenture.

NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows:

(1)Capitalized Terms.  Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.

(2)Agreement to be Bound.  The Guaranteeing Subsidiary hereby becomes a party to the Indenture as a Guarantor and as such will have all of the rights and be subject to all of the obligations and agreements of a Guarantor under the Indenture.

(3)Guarantee.  The Guaranteeing Subsidiary agrees, on a joint and several basis with all the existing Guarantors, to Guarantee to each Holder of the Notes and the Trustee the Indenture Obligations pursuant to Article 13 of the Indenture.

(4)No Recourse Against Others.  No director, officer, employee, incorporator or stockholder of the Guaranteeing Subsidiary shall have any liability for any obligations of the Issuers or the Guarantors (including the Guaranteeing Subsidiary) under the Notes, any Guarantees, the Indenture or this Supplemental Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation.  Each Holder by accepting Notes waives and releases all such liability.  The waiver and release are part of the consideration for issuance of the Notes and the Guarantees.

D-1

(5)Governing Law.  THIS SUPPLEMENTAL INDENTURE WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

(6)Counterparts.  The parties may sign any number of copies of this Supplemental Indenture.  Each signed copy shall be an original, but all of them together represent the same agreement.

(7)Effect of Headings.  The Section headings herein are for convenience only and shall not affect the construction hereof.

(8)The Trustee.  The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Guaranteeing Subsidiary.

(9)Benefits Acknowledged.  The Guaranteeing Subsidiary’s Guarantee is subject to the terms and conditions set forth in the Indenture.  The Guaranteeing Subsidiary acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by the Indenture and this Supplemental Indenture and that the guarantee and waivers made by it pursuant to this Guarantee are knowingly made in contemplation of such benefits.

(10)Successors.  All agreements of the Guaranteeing Subsidiary in this Supplemental Indenture shall bind its successors, except as otherwise provided in the Indenture.  All agreements of the Trustee in this Supplemental Indenture shall bind its successors.

D-2

IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed, all as of the date first above written.

[GUARANTEEING SUBSIDIARY]
By:
	Name:
	Title:

U.S. BANK NATIONAL ASSOCIATION as Trustee
By:
	Name:
	Title:

U.S. BANK NATIONAL ASSOCIATION as Collateral Agent
By:
	Name:
	Title:

D-3

EX-4.2

Exhibit 4.2

EXECUTION VERSION

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”).

W I T N E S S E T H

WHEREAS, each of the Company, Tops Markets and the Guarantors (as defined in the Indenture referred to below) have heretofore executed and delivered to the Trustee an indenture (the “Indenture”), dated as of October 9, 2009, providing for the issuance of an unlimited aggregate principal amount of 10.125% Senior Secured Notes due 2015 (the “Notes”);

WHEREAS, the Indenture provides that under certain circumstances the Guaranteeing Subsidiary shall execute and deliver to the Trustee a supplemental indenture pursuant to which the Guaranteeing Subsidiary shall unconditionally guarantee all of the Issuers’ Obligations under the Notes and the Indenture on the terms and conditions set forth herein and under the Indenture (the “Guarantee”); and

WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is authorized to execute and deliver this Supplemental Indenture.

NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows:

(1)Capitalized Terms.  Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.

(2)Agreement to be Bound.  The Guaranteeing Subsidiary hereby becomes a party to the Indenture as a Guarantor and as such will have all of the rights and be subject to all of the obligations and agreements of a Guarantor under the Indenture.

(3)Guarantee.  The Guaranteeing Subsidiary agrees, on a joint and several basis with all the existing Guarantors, to Guarantee to each Holder of the Notes and the Trustee the Indenture Obligations pursuant to Article 13 of the Indenture.

(4)No Recourse Against Others.  No director, officer, employee, incorporator or stockholder of the Guaranteeing Subsidiary shall have any liability for any obligations of the Issuers or the Guarantors (including the Guaranteeing Subsidiary) under the Notes, any Guarantees, the Indenture or this Supplemental Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation.  Each Holder by accepting Notes waives and releases all such liability.  The waiver and release are part of the consideration for issuance of the Notes and the Guarantees.

(5)Governing Law.  THIS SUPPLEMENTAL INDENTURE WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

(6)Counterparts.  The parties may sign any number of copies of this Supplemental Indenture.  Each signed copy shall be an original, but all of them together represent the same agreement.

(7)Effect of Headings.  The Section headings herein are for convenience only and shall not affect the construction hereof.

(8)The Trustee.  The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Guaranteeing Subsidiary.

(9)Benefits Acknowledged.  The Guaranteeing Subsidiary’s Guarantee is subject to the terms and conditions set forth in the Indenture.  The Guaranteeing Subsidiary acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by the Indenture and this Supplemental Indenture and that the guarantee and waivers made by it pursuant to this Guarantee are knowingly made in contemplation of such benefits.

(10)Successors.  All agreements of the Guaranteeing Subsidiary in this Supplemental Indenture shall bind its successors, except as otherwise provided in the Indenture.  All agreements of the Trustee in this Supplemental Indenture shall bind its successors.

[signature page follows]

2

IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed, all as of the date first above written.

TOPS PT, LLC
By:	/s/ Frank Curci
	Name:	Frank Curci
	Title:	President and Chief Executive Officer
U.S. BANK NATIONAL ASSOCIATION, as Trustee
By:	/s/ Beverly A. Freeney
	Name:	Beverly A. Freeney
	Title:	Vice President
U.S. BANK NATIONAL ASSOCIATION, as Collateral Agent
By:	/s/ Beverly A. Freeney
	Name:	Beverly A. Freeney
	Title:	Vice President

Supplemental Indenture

EX-4.3

Exhibit 4.3

TOPS HOLDING CORPORATION

and

TOPS MARKETS, LLC,



and the Guarantors from time to time parties hereto,
as Guarantors

and

U.S. BANK NATIONAL ASSOCIATION,
as Trustee

and

U.S. BANK NATIONAL ASSOCIATION,
as Collateral Agent

SECOND SUPPLEMENTAL INDENTURE

DATED AS OF FEBRUARY 12, 2010

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”).

WHEREAS, the Issuers, the Guarantors, the Trustee and the Collateral Agent have entered into an Indenture dated as of October 9, 2009 (the “Base Indenture”) in connection with the issuance of $275,000,000 of the Issuers’ 10.125% Senior Secured Notes due 2015 (the “Outstanding 10.125% Notes”), which Base Indenture was supplemented by a supplemental indenture dated as of January 29, 2010 (the “First Supplemental Indenture” and together with the Base Indenture, the “Indenture”) (capitalized terms used herein without definition have the meanings given such terms in the Indenture);

WHEREAS, the Issuers and the Guarantors desire and have requested that the Trustee and the Collateral Agent join them in the execution and delivery of this Second Supplemental Indenture in order to establish and provide for the issuance by the Issuers of an additional $75,000,000 aggregate principal amount of 10.125% Senior Notes due 2015 (the “Additional 10.125% Notes”);

WHEREAS, Section 2.01(c) of the Indenture provides for the issuance of Additional Notes and Section 9.01(9) of the Indenture permits the Indenture to be amended or supplemented without the consent of any Holders to provide for the issuance of Additional Notes;

WHEREAS, the Additional 10.125% Notes shall constitute Additional Notes pursuant to the Indenture;

WHEREAS, the conditions set forth in the Indenture for the execution and delivery of this Second Supplemental Indenture have been complied with; and

WHEREAS, all things necessary to make this Second Supplemental Indenture a valid supplement to the Indenture pursuant to its terms and the terms of the Indenture have been done.

NOW, THEREFORE, the parties hereto agree as follows:

ARTICLE I
GENERAL TERMS AND CONDITIONS OF THE ADDITIONAL 10.125% NOTES.

SECTION 1.01.DESIGNATION OF NOTES.

Pursuant to this Second Supplemental Indenture, there is hereby designated an additional $75,000,000 aggregate principal amount of Additional Notes under the Indenture.

SECTION 1.02.OTHER TERMS OF THE NOTES.

(a)The terms of the Additional 10.125% Notes shall be identical to the terms of the Outstanding 10.125% Notes.  The Additional 10.125% Notes shall initially be evidenced by a 144A Global Note substantially in the form of Exhibit A to the Base Indenture and shall accrue interest from October 9, 2009 and have the same terms, including without limitation, the same maturity date, interest rate, redemption

and other provisions and interest payment dates as the Outstanding 10.125% Notes, and will be part of the same series as the Outstanding 10.125% Notes.

(b)The Additional 10.125% Notes shall be issued on February 12, 2010.

ARTICLE II
ADDITIONAL ISSUANCE OF ADDITIONAL 10.125% NOTES.

Additional 10.125% Notes in the aggregate principal amount equal to $75,000,000 may, upon execution of this Second Supplemental Indenture, be executed by the Issuers and delivered to the Trustee for authentication, and the Trustee shall thereupon authenticate and make available for delivery such Additional 10.125% Notes pursuant to Section 2.02 of the Indenture and Section 1.02 of this Second Supplemental Indenture.

ARTICLE III
MISCELLANEOUS.

SECTION 3.01.LEGENDS

Each Global Note representing Additional 10.125% Notes shall bear the legends set forth in Section 2.06(g) of the Indenture applicable to such Global Note.

SECTION 3.02.GOVERNING LAW

THIS SECOND SUPPLEMENTAL INDENTURE, THE NOTES AND ANY GUARANTEE WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS SECOND SUPPLEMENTAL INDENTURE, THE NOTES OR THE TRANSACTIONS CONTEMPLATED HEREBY.

SECTION 3.03.EXECUTION IN COUNTERPARTS

The parties hereto may sign one or more copies of this Second Supplemental Indenture.  Each signed copy shall be an original, but all of them together represent the same agreement.  Delivery of an executed counterpart of a signature page to this Second Supplemental Indenture (including by facsimile, email or other electronic means) shall be effective as delivery of a manually executed counterpart of this Supplement Indenture.

SECTION 3.04.HEADINGS

The section headings herein are for convenience of reference only and shall not be deemed to alter or affect the meaning or interpretation of any provisions hereof.

 [Signature pages follow.]

2

SIGNATURES

IN WITNESS WHEREOF, the parties have caused this Second Supplemental Indenture to be duly executed, all as of the date first above written.

TOPS HOLDING CORPORATION
By:	/s/ Gary Matthews
	Name:	Gary Matthews
	Title:	President
TOPS MARKETS, LLC
By:	/s/ Frank Curci
	Name:	Frank Curci
	Title:	Chief Executive Officer
TOPS PT, LLC
By:	/s/ Frank Curci
	Name:	Frank Curci
	Title:	Chief Executive Officer
TOPS GIFT CARD COMPANY, LLC
By:	/s/ Frank Curci
	Name:	Frank Curci
	Title:	President

S-1

U.S. BANK NATIONAL ASSOCIATION, as Trustee
By:	/s/ Beverly A. Freeney
	Name:	Beverly A. Freeney
	Title:	Vice President
U.S. BANK NATIONAL ASSOCIATION, as Collateral Agent
By:	/s/ Beverly A. Freeney
	Name:	Beverly A. Freeney
	Title:	Vice President

S-1

EX-4.4

Exhibit 4.4

EXECUTION VERSION

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, 2009

REGISTRATION RIGHTS AGREEMENT

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.”

This Agreement is made pursuant to the Purchase Agreement, dated October 1, 2009 (the “Purchase Agreement”), among the Issuers, the Guarantors and the Representative on behalf of itself and each of the other Initial Purchasers (i) for the benefit of the Initial Purchasers and (ii) for the benefit of the holders from time to time of the Transfer Restricted Securities, including the Initial Purchasers.  In order to induce the Initial Purchasers to purchase the Securities, the Issuers have agreed to provide the Initial Purchasers and the Market Maker (as defined below) the registration rights set forth in this Agreement.  The execution and delivery of this Agreement is a condition to the obligations of the Initial Purchasers set forth in Section 5(f) of the Purchase Agreement.

The parties hereby agree as follows:

SECTION 1.Definitions.  As used in this Agreement, the following capitalized terms shall have the following meanings:

Additional Interest:  As defined in Section 5 hereof.

Advice:  As defined in Section 6(c) hereof.

Agreement:  As defined in the preamble hereof.

Broker-Dealer:  Any broker or dealer registered under the Exchange Act.

Business Day:  Any day other than a Saturday, Sunday or U.S. federal holiday or a day on which banking institutions or trust companies located in New York, New York are authorized or obligated to be closed.

Closing Date:  The date of this Agreement.

Commission:  The U.S. Securities and Exchange Commission.

Company:  As defined in the preamble hereof.

Consummate:  A registered Exchange Offer shall be deemed “Consummated” for purposes of this Agreement upon the occurrence of (i) the filing and effectiveness under the Securities Act of the Exchange Offer Registration Statement relating to the Exchange Securities to be issued in the Exchange Offer, (ii) the maintenance of such Registration Statement continuously effective and the keeping of the Exchange Offer open for a period not less than the minimum period required pursuant to Section 3(b) hereof, and (iii) the delivery by the Issuers to the Registrar under the Indenture of Exchange Securities in the same aggregate principal amount as the aggregate principal amount of Transfer Restricted Securities that were tendered by Holders thereof pursuant to the Exchange Offer.

Exchange Act:  The Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

Exchange Date: As defined in Section 3 hereof.

Exchange Offer:  The registration by the Issuers under the Securities Act of the Exchange Securities pursuant to a Registration Statement pursuant to which the Issuers offer the Holders of all outstanding Transfer Restricted Securities permitted under applicable law and Commission policy to participate in such offer the opportunity to exchange all such outstanding Transfer Restricted Securities held by such Holders for Exchange Securities in an aggregate principal amount equal to the aggregate principal amount of the Transfer Restricted Securities tendered in such exchange offer by such Holders.

Exchange Offer Registration Statement:  The Registration Statement relating to the Exchange Offer, including the related Prospectus.

Exchange Securities:  The 10.125% Senior Secured Notes due 2015, of the same series under the Indenture as the Notes and the Guarantees attached thereto, to be issued to Holders in exchange for Transfer Restricted Securities pursuant to this Agreement.

FINRA: Financial Industry Regulatory Authority.

Guarantees:  As defined in the preamble hereof.

Guarantors:  As defined in the preamble hereof.

Holders:  As defined in Section 2(b) hereof.

Indemnified Holder:  As defined in Section 8(a) hereof.

Indenture:  The Indenture, dated as of October 9, 2009, by and among the Issuers, the Guarantors and U.S. Bank National Association, as trustee (the “Trustee”) and as collateral agent (the “Collateral Agent”), pursuant to which the Securities are to be issued, as such Indenture is amended or supplemented from time to time in accordance with the terms thereof.

Initial Purchasers:  As defined in the preamble hereof.

2

Initial Placement:  The issuance and sale by the Issuers of the Securities to the Initial Purchasers pursuant to the Purchase Agreement.

Issuer Indemnified Party:  As defined in Section 8(b) hereof.

Issuers:  As defined in the preamble hereof.

“Market Maker” shall have the meaning set forth in Annex A hereof.

“Market Maker’s Information” shall have the meaning set forth in Annex A hereof.

“Market Making Registration Statement” shall mean the registration statement referred to in Annex A hereof and all amendments and supplements to any such registration statement, including post-effective amendments, in each case including the Prospectus contained therein or deemed a part thereof, all exhibits thereto and any document incorporated by reference therein.

Person:  Any individual, corporation, limited liability company, partnership, joint venture, association, joint stock company, trust, unincorporated organization, government or any agency or political subdivision thereof or any other entity.

Prospectus:  The prospectus included in a Registration Statement, as amended or supplemented by any prospectus supplement and by all other amendments thereto, including post-effective amendments, and all material incorporated by reference into such Prospectus.

Purchase Agreement:  As defined in the preamble hereof.

Registration Default:  As defined in Section 5 hereof.

Registration Statement:  Any registration statement of the Issuers  relating to (a) an offering of Exchange Securities pursuant to an Exchange Offer or (b) the registration for resale of Transfer Restricted Securities pursuant to the Shelf Registration Statement, which is filed pursuant to the provisions of this Agreement, including, without limitation, the Market Making Registration Statement, in each case, including the Prospectus included therein, all amendments and supplements thereto (including post-effective amendments) and all exhibits and material incorporated by reference therein.

Securities:  As defined in the preamble hereof.

Securities Act:  The Securities Act of 1933, as amended and the rules and regulations promulgated thereunder.

Shelf Filing Deadline:  As defined in Section 4(a) hereof.

Shelf Registration Statement:  As defined in Section 4(a) hereof.

Tops Markets:  As defined in the preamble hereof.

3

Trust Indenture Act:  The Trust Indenture Act of 1939, as amended and the rules and regulations promulgated thereunder.

Transfer Restricted Securities:  The Securities; provided that the Securities shall cease to be Transfer Restricted Securities on the earliest to occur of (i) the date on which a Registration Statement with respect to such Securities has become effective under the Securities Act and such Securities have been exchanged or disposed of pursuant to such Registration Statement or (ii) the date on which such Securities cease to be outstanding.

Underwritten Registration or Underwritten Offering:  A registration in which securities of the Issuers are sold to an underwriter for reoffering to the public.

SECTION 2.Securities Subject to this Agreement.

(a)Transfer Restricted Securities.  The securities entitled to the benefits of this Agreement are the Transfer Restricted Securities.

(b)Holders of Transfer Restricted Securities.  A Person is deemed to be a holder of Transfer Restricted Securities (each, a “Holder”) whenever such Person owns Transfer Restricted Securities.

SECTION 3.Registered Exchange Offer.

(a)Unless the Exchange Offer shall not be permissible under applicable law or Commission policy (after the procedures set forth in Section 6(a) hereof have been complied with), each of the Issuers and the Guarantors shall use their reasonable best efforts to (i) cause to be filed with the Commission, a Registration Statement under the Securities Act relating to the Exchange Securities and the Exchange Offer, (ii) cause such Registration Statement to become effective, (iii) in connection with the foregoing, (A) file all pre-effective amendments to such Registration Statement as may be necessary in order to cause such Registration Statement to become effective, (B) if applicable, file a post-effective amendment to such Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings in connection with the registration and qualification of the Exchange Securities to be made under the state securities or blue sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such Registration Statement, commence the Exchange Offer.  Each of the Issuers and the Guarantors shall use their reasonable best efforts to Consummate the Exchange Offer not later than 365 days following the Closing Date (or if such 365th day is not a Business Day, the next succeeding Business Day) (the “Exchange Date”).  The Exchange Offer, if required pursuant to this Section 3(a) shall be on the appropriate form permitting registration of the Exchange Securities to be offered in exchange for the Transfer Restricted Securities and to permit resales of Transfer Restricted Securities held by Broker-Dealers as contemplated by Section 3(c) hereof.

(b)If an Exchange Offer Registration Statement is required to be filed and declared effective pursuant to Section 3(a) above, the Issuers and the Guarantors shall cause the Exchange Offer Registration Statement to be effective continuously and shall keep the Exchange Offer open for a period of not less than the minimum period required under applicable federal and state

4

securities laws to Consummate the Exchange Offer; provided, however, that in no event shall such period be less than 20 Business Days after the date notice of the Exchange Offer is mailed to the Holders.  The Issuers shall cause the Exchange Offer to comply with all applicable federal and state securities laws.  No securities other than the Exchange Securities shall be included in the Exchange Offer Registration Statement.  The Issuers shall use their reasonable best efforts to cause the Exchange Offer to be Consummated on or before the Exchange Date.

(c)The Issuers shall indicate in a “Plan of Distribution” section contained in the Prospectus forming a part of the Exchange Offer Registration Statement that any Broker-Dealer who holds Transfer Restricted Securities that were acquired for its own account as a result of market-making activities or other trading activities (other than Transfer Restricted Securities acquired directly from the Issuers), may exchange such Transfer Restricted Securities pursuant to the Exchange Offer; however, such Broker-Dealer may be deemed to be an “underwriter” within the meaning of the Securities Act and must, therefore, deliver a prospectus meeting the requirements of the Securities Act in connection with any resales of the Exchange Securities received by such Broker-Dealer in the Exchange Offer, which prospectus delivery requirement may be satisfied by the delivery by such Broker-Dealer of the Prospectus contained in the Exchange Offer Registration Statement.  Such “Plan of Distribution” section shall also contain all other information with respect to such resales by Broker-Dealers that the Commission may require in order to permit such resales pursuant thereto, but such “Plan of Distribution” shall not name any such Broker-Dealer or disclose the amount of Transfer Restricted Securities held by any such Broker-Dealer except to the extent required by the Commission as a result of a change in policy after the date of this Agreement.

Each of the Issuers and the Guarantors shall use their reasonable best efforts to keep the Exchange Offer Registration Statement continuously effective, supplemented and amended as required by the provisions of Section 6(c) hereof to the extent necessary to ensure that it is available for resales of Transfer Restricted Securities acquired by Broker-Dealers for their own accounts as a result of market-making activities or other trading activities, and to ensure that it conforms with the requirements of this Agreement, the Securities Act and the policies, rules and regulations of the Commission as announced from time to time, for a period ending on the earlier of (i) 180 days from the date on which the Exchange Offer Registration Statement is declared effective and (ii) the date on which a Broker-Dealer is no longer required to deliver a prospectus in connection with market-making or other trading activities.

The Issuers shall provide sufficient copies of the latest version of such Prospectus to Broker-Dealers promptly upon request at any time during such 180-day (or shorter as provided in the foregoing sentence) period in order to facilitate such resales.

(d)The Issuers also hereby agree to comply with the requirements set forth in Annex A hereof.

SECTION 4.Shelf Registration.

(a)Shelf Registration.  If (i) the Issuers are not required to file an Exchange Offer Registration Statement or to consummate the Exchange Offer solely because the Exchange Offer is not permitted by applicable law or Commission policy (after the procedures set forth in

5

Section 6(a) hereof have been complied with), (ii) for any reason the Exchange Offer is not Consummated by the Exchange Date or (iii) prior to the Exchange Date:  (A) the Initial Purchasers request from the Issuers with respect to Transfer Restricted Securities not eligible to be exchanged for Exchange Securities in the Exchange Offer, (B) with respect to any Holder of Transfer Restricted Securities such Holder notifies the Issuers that (i) such Holder is prohibited by applicable law or Commission policy from participating in the Exchange Offer, (ii) such Holder may not resell the Exchange Securities acquired by it in the Exchange Offer to the public without delivering a prospectus and that the Prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales by such Holder, or (iii) such Holder is a Broker-Dealer and holds Transfer Restricted Securities acquired directly from the Issuers or one of their affiliates or (C) in the case of the Initial Purchasers, the Initial Purchasers notify the Issuers they will not receive Exchange Securities in exchange for Transfer Restricted Securities constituting any portion of the Initial Purchasers’s unsold allotment, the Issuers and the Guarantors shall

(x)cause to be filed a shelf registration statement pursuant to Rule 415 under the Securities Act, which may be an amendment to the Exchange Offer Registration Statement (in either event, the “Shelf Registration Statement”) as promptly as practicable (such date being the “Shelf Filing Deadline”), which Shelf Registration Statement shall provide for resales of all Transfer Restricted Securities the Holders of which shall have provided the information required pursuant to Section 4(b) hereof; and

(y)use their reasonable best efforts to cause such Shelf Registration Statement to be declared effective by the Commission.

Each of the Issuers and the Guarantors shall use their reasonable best efforts to keep such Shelf Registration Statement continuously effective, supplemented and amended as required by the provisions of Sections 6(b) and (c) hereof to the extent necessary to ensure that it is available for resales of Transfer Restricted Securities by the Holders of such Securities entitled to the benefit of this Section 4(a), and to ensure that it conforms with the requirements of this Agreement, the Securities Act and the policies, rules and regulations of the Commission as announced from time to time, from the date on which the Shelf Registration Statement is declared effective by the Commission until the expiration of the two-year period after the Closing Date (or shorter period that will terminate when all the Transfer Restricted Securities covered by such Shelf Registration Statement have been sold pursuant to such Shelf Registration Statement; provided that the Issuers may for a period of up to 60 days in any three-month period, not to exceed 90 days in any calendar year determine that the Shelf Registration Statement is not usable under certain circumstances relating to corporate developments, public filings with the Commission and similar events, and suspend the use of the prospectus that is part of the Shelf Registration Statement).

(b)Provision by Holders of Certain Information in Connection with the Shelf Registration Statement.  No Holder of Transfer Restricted Securities may include any of its Transfer Restricted Securities in any Shelf Registration Statement pursuant to this Agreement unless and until such Holder furnishes to the Issuers in writing, within 20 Business Days after receipt of a request therefor, such information as the Issuers may reasonably request for use in connection with any Shelf Registration Statement or Prospectus or preliminary Prospectus included therein. 

6

Each Holder as to which any Shelf Registration Statement is being effected agrees to furnish promptly to the Issuers all information required to be disclosed in order to make the information previously furnished to the Issuers by such Holder not materially misleading.

SECTION 5.Additional Interest.  If (i) the Exchange Offer has not been Consummated by the Exchange Date, (ii) any Shelf Registration Statement, if required hereby, has not been declared effective by the Commission 120 days after any obligation to file a shelf registration statement arises or (iii) any Registration Statement required by this Agreement has been declared effective but ceases to be effective at any time at which it is required to be effective under this Agreement (each such event referred to in clauses (i) through (iii), a “Registration Default”), the Issuers hereby agree that the interest rate borne by the Transfer Restricted Securities shall be increased by 0.25% per annum during the 90-day period immediately following the occurrence of any Registration Default and shall increase by 0.25% per annum at the end of each subsequent 90-day period (such increase, “Additional Interest”), but in no event shall such increase exceed 1.00% per annum.  At the earlier of (i) the cure of all Registration Defaults relating to the particular Transfer Restricted Securities or (ii) the second anniversary of the Closing Date, the interest rate borne by the relevant Transfer Restricted Securities will be reduced to the original interest rate borne by such Transfer Restricted Securities; provided, however, that, if after any such reduction in interest rate, a different Registration Default occurs, the interest rate borne by the relevant Transfer Restricted Securities shall again be increased pursuant to the foregoing provisions.

All obligations of the Issuers and the Guarantors set forth in the preceding paragraph that are outstanding with respect to any Transfer Restricted Security at the time such security ceases to be a Transfer Restricted Security shall survive until such time as all such obligations with respect to such security shall have been satisfied in full.

SECTION 6.Registration Procedures.

(a)Exchange Offer Registration Statement.  In connection with the Exchange Offer, if required pursuant to Section 3(a) hereof, the Issuers and the Guarantors shall comply with all of the provisions of Section 6(c) hereof, shall use their reasonable best efforts to effect such exchange to permit the sale of Transfer Restricted Securities being sold in accordance with the intended method or methods of distribution thereof, and shall comply with all of the following provisions:

(i)If in the reasonable opinion of counsel to the Issuers there is a question as to whether the Exchange Offer is permitted by applicable law, each of the Issuers and the Guarantors hereby agree to seek a no-action letter or other favorable decision from the Commission allowing the Issuers and the Guarantors to Consummate an Exchange Offer for such Transfer Restricted Securities.  Each of the Issuers and the Guarantors hereby agree to pursue the issuance of such a decision to the Commission staff level but shall not be required to take commercially unreasonable action to effect a change of Commission policy.  Each of the Issuers and the Guarantors hereby agree, however, to (A) participate in telephonic conferences with the Commission, (B) deliver to the Commission staff an analysis prepared by counsel to the Issuers setting forth the legal bases, if any, upon

7

which such counsel has concluded that such an Exchange Offer should be permitted and (C) diligently pursue a favorable resolution by the Commission staff of such submission.

(ii)As a condition to its participation in the Exchange Offer pursuant to the terms of this Agreement, each Holder of Transfer Restricted Securities shall furnish, upon the request of the Issuers, prior to the Consummation thereof, a written representation to the Issuers (which may be contained in the letter of transmittal contemplated by the Exchange Offer Registration Statement) to the effect that (A) it is not an affiliate of the Issuers, (B) it is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any Person to participate in, a distribution of the Exchange Securities to be issued in the Exchange Offer and (C) it is acquiring the Exchange Securities in its ordinary course of business.  In addition, all such Holders of Transfer Restricted Securities shall otherwise cooperate in the Issuers’ preparations for the Exchange Offer.  Each Holder hereby acknowledges and agrees that any Broker-Dealer and any such Holder using the Exchange Offer to participate in a distribution of the securities to be acquired in the Exchange Offer (1) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission enunciated in Morgan Stanley and Co., Inc. (available June 5, 1991) and Exxon Capital Holdings Corporation (available May 13, 1988), as interpreted in the Commission’s letter to Shearman & Sterling dated July 2, 1993, and similar no-action letters (which may include any no-action letter obtained pursuant to clause (i) above), and (2) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction and that such a secondary resale transaction should be covered by an effective registration statement containing the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K if the resales are of Exchange Securities obtained by such Holder in exchange for Transfer Restricted Securities acquired by such Holder directly from the Issuers.

(b)Shelf Registration Statement.  If required pursuant to Section 4, in connection with the Shelf Registration Statement, each of the Issuers and the Guarantors shall comply with all the provisions of Section 6(c) hereof and shall use their reasonable best efforts to effect such registration to permit the sale of the Transfer Restricted Securities being sold in accordance with the intended method or methods of distribution thereof, and pursuant thereto each of the Issuers and the Guarantors will as expeditiously as possible prepare and file with the Commission a Registration Statement relating to the registration on any appropriate form under the Securities Act, which form shall be available for the sale of the Transfer Restricted Securities in accordance with the intended method or methods of distribution thereof.

(c)General Provisions.  In connection with any Registration Statement and any Prospectus required by this Agreement to permit the sale or resale of Transfer Restricted Securities (including, without limitation, any Registration Statement and the related Prospectus required to permit resales of Transfer Restricted Securities by Broker-Dealers), each of the Issuers and the Guarantors shall:

(i)use their reasonable best efforts to keep such Registration Statement continuously effective and provide all requisite financial statements (including, if required by

8

the Securities Act or any regulation thereunder, financial statements of the Guarantors) for the period specified in Section 3 or 4 hereof, as applicable; upon the occurrence of any event that would cause any such Registration Statement or the Prospectus contained therein (A) to contain a material misstatement or omission or (B) not to be effective and usable for resale of Transfer Restricted Securities during the period required by this Agreement, the Issuers shall file promptly an appropriate amendment to such Registration Statement, in the case of clause (A), correcting any such misstatement or omission, and, in the case of either clause (A) or (B), use their reasonable best efforts to cause such amendment to be declared effective and such Registration Statement and the related Prospectus to become usable for their intended purpose(s) as soon as practicable thereafter;

(ii)use their reasonable best efforts to prepare and file with the Commission such amendments and post-effective amendments to the applicable Registration Statement as may be necessary to keep the Registration Statement effective for the applicable period set forth in Section 3 or 4 hereof, as applicable, or such shorter period as will terminate when all Transfer Restricted Securities covered by such Registration Statement have been sold; cause the Prospectus to be supplemented by any required Prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 under the Securities Act, and to comply fully with the applicable provisions of Rules 424 and 430A under the Securities Act in a timely manner; and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such Registration Statement during the applicable period in accordance with the intended method or methods of distribution by the sellers thereof set forth in such Registration Statement or supplement to the Prospectus;

(iii)advise the underwriter(s), if any, and selling Holders promptly and, if requested by such Persons, to confirm such advice in writing, (A) when the Prospectus or any Prospectus supplement or post-effective amendment has been filed, and, with respect to any Registration Statement or any post-effective amendment thereto, when the same has become effective, (B) of any request by the Commission for amendments to the Registration Statement or amendments or supplements to the Prospectus or for additional information relating thereto, (C) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement under the Securities Act or of the suspension by any state securities commission of the qualification of the Transfer Restricted Securities for offering or sale in any jurisdiction, or the initiation of any proceeding for any of the preceding purposes, (D) of the existence of any fact or the happening of any event that makes any statement of a material fact made in the Registration Statement, the Prospectus, any amendment or supplement thereto, or any document incorporated by reference therein untrue, or that requires the making of any additions to or changes in the Registration Statement or the Prospectus in order to make the statements therein not misleading.  If at any time the Commission shall issue any stop order suspending the effectiveness of the Registration Statement, or any state securities commission or other regulatory authority shall issue an order suspending the qualification or exemption from qualification of the Transfer Restricted Securities under state securities or blue sky laws, each of the Issuers and the Guarantors shall use their reasonable best efforts to obtain the withdrawal or lifting of such order at the earliest possible time;

9

(iv)furnish without charge to the Initial Purchasers, each selling Holder named in any Registration Statement, and each of the underwriter(s), if any, before filing with the Commission, copies of any Registration Statement or any Prospectus included therein or any amendments or supplements to any such Registration Statement or Prospectus (including all documents incorporated by reference after the initial filing of such Registration Statement), which documents will be subject to the review and comment of such Holders and underwriter(s) in connection with such sale, if any, for a period of at least five Business Days, and the Issuers will not file any such Registration Statement or Prospectus or any amendment or supplement to any such Registration Statement or Prospectus (including all such documents incorporated by reference) to which the Initial Purchasers of Transfer Restricted Securities covered by such Registration Statement or the underwriter(s), if any, shall reasonably object in writing within five Business Days after the receipt thereof (such objection to be deemed timely made upon confirmation of telecopy transmission within such period).  The objection of the Initial Purchasers or underwriters, if any, shall be deemed to be reasonable if such Registration Statement, amendment, Prospectus or supplement, as applicable, as proposed to be filed, contains a material misstatement or omission;

(v)promptly prior to the filing of any document that is to be incorporated by reference into a Registration Statement or Prospectus, provide copies of such document to the Initial Purchasers, each selling Holder named in any Registration Statement, and to the underwriter(s), if any, make the Issuers’ and the Guarantors’ representatives available for discussion of such document and other customary due diligence matters, and include such information in such document prior to the filing thereof as such selling Holders or underwriter(s), if any, reasonably may request;

(vi)make available at reasonable times for inspection by the Initial Purchasers, the managing underwriter(s), if any, participating in any disposition pursuant to such Registration Statement and any attorney or accountant retained by the Initial Purchasers or any of the underwriter(s), all financial and other records, pertinent corporate documents and properties of each of the Issuers and the Guarantors and cause the Issuers’ and the Guarantors’ officers, directors and employees to supply all information reasonably requested by any such Holder, underwriter, attorney or accountant in connection with such Registration Statement or any post-effective amendment thereto subsequent to the filing thereof and prior to its effectiveness and to participate in meetings with investors to the extent requested by the managing underwriter(s), if any;

(vii)if requested by any selling Holders or the underwriter(s), if any, promptly incorporate in any Registration Statement or Prospectus, pursuant to a supplement or post-effective amendment if necessary, such information as such selling Holders and underwriter(s), if any, may reasonably request to have included therein, including, without limitation, information relating to the “Plan of Distribution” of the Transfer Restricted Securities, information with respect to the principal amount of Transfer Restricted Securities being sold to such underwriter(s), the purchase price being paid therefor and any other terms of the offering of the Transfer Restricted Securities to be sold in such offering; and make all required filings of such Prospectus supplement or post-effective

10

amendment as soon as practicable after the Issuers are notified of the matters to be incorporated in such Prospectus supplement or post-effective amendment;

(viii)cause the Transfer Restricted Securities covered by the Registration Statement to be rated with the appropriate rating agencies, if so requested by the Holders of a majority in aggregate principal amount of securities covered thereby or the underwriter(s), if any;

(ix)furnish to the Initial Purchasers, each selling Holder and each of the underwriter(s), if any, without charge, at least one copy of the Registration Statement, as first filed with the Commission, and of each amendment thereto, including financial statements and schedules, all documents incorporated by reference therein and all exhibits (including exhibits incorporated therein by reference);

(x)deliver to each selling Holder and each of the underwriter(s), if any, without charge, as many copies of the Prospectus (including each preliminary prospectus) and any amendment or supplement thereto as such Persons reasonably may request; each of the Issuers and the Guarantors hereby consent to the use of the Prospectus and any amendment or supplement thereto by each of the selling Holders and each of the underwriter(s), if any, in connection with the offering and the sale of the Transfer Restricted Securities covered by the Prospectus or any amendment or supplement thereto;

(xi)enter into such agreements (including an underwriting agreement), and make such representations and warranties, and take all such other actions in connection therewith in order to expedite or facilitate the disposition of the Transfer Restricted Securities pursuant to any Registration Statement contemplated by this Agreement, all to such extent as may be requested by the Initial Purchasers or by any Holder of Transfer Restricted Securities or underwriter in connection with any sale or resale pursuant to any Registration Statement contemplated by this Agreement; and whether or not an underwriting agreement is entered into and whether or not the registration is an Underwritten Registration, each of the Issuers and the Guarantors shall:

(A)furnish to the Initial Purchasers, each selling Holder and each underwriter, if any, in such substance and scope as they may request and as are customarily made by issuers to underwriters in primary underwritten offerings, upon the date of the Consummation of the Exchange Offer or, if applicable, the effectiveness of the Shelf Registration Statement:

(1)a certificate, dated the date of Consummation of the Exchange Offer or the date of effectiveness of the Shelf Registration Statement, as the case may be, signed by (y) the President or any Vice President and (z) a principal financial or accounting officer of each of the Issuers and the Guarantors, confirming, as of the date thereof, the matters set forth in paragraphs (i), (ii) and (iii) of Section 5(e) of the Purchase Agreement and such other matters as such parties may reasonably request;

11

(2)an opinion, dated the date of Consummation of the Exchange Offer or the date of effectiveness of the Shelf Registration Statement, as the case may be, of counsel for the Issuers and the Guarantors, covering the matters set forth in Section 5(c) of the Purchase Agreement and such other matters as such parties may reasonably request, and in any event including a statement to the effect that such counsel has participated in conferences with officers and other representatives of the Issuers and the Guarantors, representatives of the independent public accountants for the Issuers and the Guarantors, representatives of the underwriter(s), if any, and counsel to the underwriter(s), if any, in connection with the preparation of such Registration Statement and the related Prospectus and have considered the matters required to be stated therein and the statements contained therein, although such counsel has not independently verified the accuracy, completeness or fairness of such statements; and that such counsel advises that, on the basis of the foregoing, no facts came to such counsel’s attention that caused such counsel to believe that the applicable Registration Statement, at the time such Registration Statement or any post-effective amendment thereto became effective, and, in the case of the Exchange Offer Registration Statement, as of the date of Consummation, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading, or that the Prospectus contained in such Registration Statement as of its date and, in the case of the opinion dated the date of Consummation of the Exchange Offer, as of the date of Consummation, contained an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein not misleading.  Without limiting the foregoing, such counsel may state further that such counsel assumes no responsibility for, and has not independently verified, the accuracy, completeness or fairness of the financial statements, notes and schedules and other financial data included in any Registration Statement contemplated by this Agreement or the related Prospectus; and

(3)a customary comfort letter, dated the date of effectiveness of the Shelf Registration Statement, from the Issuers’ independent accountants, in the customary form and covering matters of the type customarily requested to be covered in comfort letters by underwriters in connection with primary underwritten offerings, and covering or affirming the matters set forth in the comfort letters delivered pursuant to Section 5(a) of the Purchase Agreement, without exception;

(B)set forth in full or incorporate by reference in the underwriting agreement, if any, the indemnification provisions and procedures of Section 8 hereof with respect to all parties to be indemnified pursuant to said Section; and

12

(C)deliver such other documents and certificates as may be reasonably requested by such parties to evidence compliance with Section 6(c)(xi)(A) hereof and with any customary conditions contained in the underwriting agreement or other agreement entered into by the Issuers or any of the Guarantors pursuant to this Section 6(c)(xi), if any.

If at any time the representations and warranties of the Issuers and the Guarantors contemplated in Section 6(c)(xi)(A)(1) hereof cease to be true and correct, the Issuers or the Guarantors shall so advise the Initial Purchasers and the underwriters, if any, and each selling Holder promptly and, if requested by such Persons, shall confirm such advice in writing;

(xii)prior to any public offering of Transfer Restricted Securities, cooperate with the selling Holders, the underwriter(s), if any, and their respective counsel in connection with the registration and qualification of the Transfer Restricted Securities under the state securities or blue sky laws of such jurisdictions as the selling Holders or underwriter(s), if any, may request and do any and all other acts or things necessary or advisable to enable the disposition in such jurisdictions of the Transfer Restricted Securities covered by the Shelf Registration Statement; provided, however, that none of the Issuers or the Guarantors shall be required to register or qualify as a foreign corporation where it is not then so qualified or to take any action that would subject it to the service of process in suits or to taxation, other than as to matters and transactions relating to the Registration Statement, in any jurisdiction where it is not then so subject;

(xiii)shall issue, upon the request of any Holder of Transfer Restricted Securities covered by the Shelf Registration Statement, Exchange Securities having an aggregate principal amount equal to the aggregate principal amount of Transfer Restricted Securities surrendered to the Issuers by such Holder in exchange therefor or being sold by such Holder; such Exchange Securities to be registered in the name of such Holder or in the name of the purchaser(s) of such Securities, as the case may be; in return, the Transfer Restricted Securities held by such Holder shall be surrendered to the Issuers for cancellation;

(xiv)cooperate with the selling Holders and the underwriter(s), if any, to facilitate the timely preparation and delivery of certificates representing Transfer Restricted Securities to be sold and not bearing any restrictive legends; and enable such Transfer Restricted Securities to be in such denominations and registered in such names as the Holders or the underwriter(s), if any, may request at least two Business Days prior to any sale of Transfer Restricted Securities made by such Holders or underwriter(s);

(xv)use their reasonable best efforts to cause the Transfer Restricted Securities covered by the Registration Statement to be registered with or approved by such other governmental agencies or authorities as may be necessary to enable the seller or sellers thereof or the underwriter(s), if any, to consummate the disposition of such Transfer Restricted Securities, subject to the proviso contained in Section 6(c)(xii) hereof;

13

(xvi)if any fact or event contemplated by Section 6(c)(iii)(D) hereof shall exist or have occurred, prepare a supplement or post-effective amendment to the Registration Statement or related Prospectus or any document incorporated therein by reference or file any other required document so that, as thereafter delivered to the purchasers of Transfer Restricted Securities, the Prospectus will not contain an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein not misleading;

(xvii)provide a CUSIP number for all Securities not later than the effective date of the Registration Statement covering such Securities and provide the Trustee under the Indenture with printed certificates for such Securities which are in a form eligible for deposit with the Depository Trust Company and take all other action necessary to ensure that all such Securities are eligible for deposit with the Depository Trust Company;

(xviii)cooperate and assist in any filings required to be made with FINRA and in the performance of any due diligence investigation by any underwriter (including any “qualified independent underwriter”) that is required to be retained in accordance with the rules and regulations of FINRA;

(xix)otherwise use their reasonable best efforts to comply with all applicable rules and regulations of the Commission, and make generally available to their security holders, as soon as practicable, a consolidated earnings statement meeting the requirements of Rule 158 of the Securities Act (which need not be audited) for the twelve-month period (A) commencing at the end of any fiscal quarter in which Transfer Restricted Securities are sold to underwriters in a firm commitment or best efforts Underwritten Offering or (B) if not sold to underwriters in such an offering, beginning with the first month of the Issuers’ first fiscal quarter commencing after the effective date of the Registration Statement;

(xx)cause the Indenture to be qualified under the Trust Indenture Act not later than the effective date of the first Registration Statement required by this Agreement, and, in connection therewith, cooperate with the Trustee and the Holders of Securities to effect such changes to the Indenture as may be required for such Indenture to be so qualified in accordance with the terms of the Trust Indenture Act; and to execute and use their reasonable best efforts to cause the Trustee to execute, all documents that may be required to effect such changes and all other forms and documents required to be filed with the Commission to enable such Indenture to be so qualified in a timely manner;

(xxi)cause all Securities covered by the Registration Statement to be listed on each securities exchange or automated quotation system on which similar securities issued by the Issuers are then listed if requested by the Holders of a majority in aggregate principal amount of Securities or the managing underwriter(s), if any; and

(xxii)provide promptly to each Holder upon request each document filed with the Commission pursuant to the requirements of Section 13 and Section 15 of the Exchange Act.

14

Each Holder agrees by acquisition of a Transfer Restricted Security that, upon receipt of any notice from the Issuers of the existence of any fact of the kind described in Section 6(c)(iii)(D) hereof, such Holder will forthwith discontinue disposition of Transfer Restricted Securities pursuant to the applicable Registration Statement until such Holder’s receipt of the copies of the supplemented or amended Prospectus contemplated by Section 6(c)(xvi) hereof, or until it is advised in writing (the “Advice”) by the Issuers that the use of the Prospectus may be resumed, and has received copies of any additional or supplemental filings that are incorporated by reference in the Prospectus.  If so directed by the Issuers, each Holder will deliver to the Issuers (at the Issuers’ expense) all copies, other than permanent file copies then in such Holder’s possession, of the Prospectus covering such Transfer Restricted Securities that was current at the time of receipt of such notice.  In the event the Issuers shall give any such notice, the time period regarding the effectiveness of such Registration Statement set forth in Section 3 or 4 hereof, as applicable, shall be extended by the number of days during the period from and including the date of the giving of such notice pursuant to Section 6(c)(iii)(D) hereof to and including the date when each selling Holder covered by such Registration Statement shall have received the copies of the supplemented or amended Prospectus contemplated by Section 6(c)(xvi) hereof or shall have received the Advice; provided, however, that no such extension shall be taken into account in determining whether Additional Interest is due pursuant to Section 5 hereof or the amount of such Additional Interest, it being agreed that the Issuers’ option to suspend use of a Registration Statement pursuant to this paragraph shall be treated as a Registration Default for purposes of Section 5 hereof.

SECTION 7.Registration Expenses.

(a)All expenses incident to the Issuers’ and the Guarantors’ performance of or compliance with this Agreement will be borne by the Issuers and the Guarantors, jointly and severally, regardless of whether a Registration Statement becomes effective, including, without limitation: (i) all registration and filing fees and expenses (including filings made by the Initial Purchasers or Holder with FINRA (and, if applicable, the fees and expenses of any “qualified independent underwriter” and its counsel that may be required by the rules and regulations of FINRA)); (ii) all fees and expenses of compliance with federal securities and state securities or blue sky laws; (iii) all expenses of printing (including printing certificates for the Exchange Securities to be issued in the Exchange Offer and printing of Prospectuses), messenger and delivery services and telephone; (iv) all fees and disbursements of counsel for the Issuers, the Guarantors and, subject to Section 7(b) hereof, the Holders of Transfer Restricted Securities; (v) all application and filing fees, if applicable, in connection with listing the Exchange Securities on a securities exchange or automated quotation system pursuant to the requirements thereof; (vi) all reasonable fees and disbursements of counsel for the Market Maker; and (vi) all fees and disbursements of independent certified public accountants of the Issuers and the Guarantors (including the expenses of any special audit and comfort letters required by or incident to such performance).

Each of the Issuers and the Guarantors will, in any event, bear their internal expenses (including, without limitation, all salaries and expenses of their officers and employees performing legal or accounting duties), the expenses of any annual audit and the fees and expenses of any Person, including special experts, retained by the Issuers or the Guarantors.

15

(b)In connection with any Registration Statement required by this Agreement (including, without limitation, the Exchange Offer Registration Statement and the Shelf Registration Statement), the Issuers and the Guarantors, jointly and severally, will reimburse the Initial Purchasers and the Holders of Transfer Restricted Securities being tendered in the Exchange Offer and/or resold pursuant to the “Plan of Distribution” contained in the Exchange Offer Registration Statement or registered pursuant to the Shelf Registration Statement, as applicable, for the reasonable fees and disbursements of not more than one counsel, who shall be Cahill Gordon & Reindel LLP or such other counsel as may be chosen by the Holders of a majority in principal amount of the Transfer Restricted Securities for whose benefit such Registration Statement is being prepared.

SECTION 8.Indemnification.

(a)The Issuers and the Guarantors, jointly and severally, agree to indemnify and hold harmless (A) (i) each Holder, (ii) each Person, if any, who controls (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) any Holder (any of the Persons referred to in this clause (ii) being hereinafter referred to as a “controlling person”), (iii) the respective officers, directors, partners, employees, representatives and agents of any Holder or any controlling person and (iv) the Market Maker (any Person referred to in clause (i), (ii), (iii) or (iv) may hereinafter be referred to as an “Indemnified Holder”), to the fullest extent lawful, from and against any and all losses, claims, damages, liabilities, judgments, actions and expenses (including, without limitation, and as incurred, reimbursement of all reasonable costs of investigating, preparing, pursuing, settling, compromising, paying or defending any claim or action, or any investigation or proceeding by any governmental agency or body, commenced or threatened, including the reasonable fees and expenses of counsel to any Indemnified Holder), joint or several, directly or indirectly caused by, related to, based upon, arising out of or in connection with any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement or Prospectus (or any amendment or supplement thereto), or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages, liabilities or expenses are caused by an untrue statement or omission or alleged untrue statement or omission that is made in reliance upon and in conformity with information relating to any of the Holders or the Market Maker furnished in writing to the Issuers by any of the Holders or the Market Maker expressly for use therein and (B) the Market Maker from and against any and all losses, claims, damages and liabilities (including, without limitation, legal fees and other expenses incurred in connection with any suit, action or proceeding or any claim asserted, as such fees and expenses are incurred), that arise out of, or are based upon, any breach by the Issuers of their representations, warranties and agreements contained in Annex A hereof.  This indemnity agreement shall be in addition to any liability which the Issuers or any of the Guarantors may otherwise have.

In case any action or proceeding (including any governmental or regulatory investigation or proceeding) shall be brought or asserted against any of the Indemnified Holders with respect to which indemnity may be sought against the Issuers or the Guarantors, such Indemnified Holder (or the Indemnified Holder controlled by such controlling person) shall promptly notify the Issuers and the Guarantors in writing; provided, however, that the failure to give such notice

16

shall not relieve any of the Issuers or the Guarantors of their obligations pursuant to this Agreement.  Such Indemnified Holder shall have the right to employ its own counsel in any such action and the fees and expenses of such counsel shall be paid, as incurred, by the Issuers and the Guarantors (regardless of whether it is ultimately determined that an Indemnified Holder is not entitled to indemnification hereunder).  The Issuers and the Guarantors shall not, in connection with any one such action or proceeding or separate but substantially similar or related actions or proceedings in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys (in addition to any local counsel) at any time for such Indemnified Holders.  Any such firm (x) for the Market Maker, its affiliates, directors and officers and any control Persons of the Market Maker shall be designated by the Representative and (y) for each Holder, any controlling person or the respective officers, directors, partners, employees, representatives and agents of any Holder or any controlling person shall be designated by the Holders.  The Issuers and the Guarantors shall be liable for any settlement of any such action or proceeding effected with the Issuers’ and the Guarantors’ prior written consent, which consent shall not be withheld unreasonably, and each of the Issuers and the Guarantors agrees to indemnify and hold harmless any Indemnified Holder from and against any loss, claim, damage, liability or expense by reason of any settlement of any action effected with the written consent of the Issuers and the Guarantors.  The Issuers and the Guarantors shall not, without the prior written consent of each Indemnified Holder, settle or compromise or consent to the entry of judgment in or otherwise seek to terminate any pending or threatened action, claim, litigation or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not any Indemnified Holder is a party thereto), unless such settlement, compromise, consent or termination includes an unconditional release of each Indemnified Holder from all liability arising out of such action, claim, litigation or proceeding.

(b)Each Holder of Transfer Restricted Securities agrees, severally and not jointly, to indemnify and hold harmless (i) the Issuers, the Guarantors and their respective directors, officers of each of the Issuers and the Guarantors who sign a Registration Statement, and (ii) any Person controlling (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) the Issuers or any of the Guarantors, and the respective officers, directors, partners, employees, representatives and agents of each such Person (any Person referred to in clause (i) or (ii) may hereinafter be referred to as an “Issuer Indemnified Party”), to the same extent as the foregoing indemnity from the Issuers and the Guarantors to each of the Indemnified Holders, but only with respect to claims and actions based on information relating to such Holder furnished in writing by such Holder expressly for use in any Registration Statement.  In case any action or proceeding shall be brought against an Issuer Indemnified Party in respect of which indemnity may be sought against a Holder of Transfer Restricted Securities, such Holder shall have the rights and duties given the Issuers and the Guarantors, and the Issuer Indemnified Party shall have the rights and duties given to each Holder by the preceding paragraph.

(c)The Market Maker Agrees to indemnify and hold harmless (i) the Issuers, the Guarantors and their respective directors, officers of each of the Issuers and the Guarantors who sign the Market Making Registration Statement, and (ii) any Person controlling (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) the Issuers or any of the Guarantors, and the respective officers, directors, partners, employees, representatives and agents of each such Person (any Person referred to in clause (i) or (ii) may hereinafter be

17

referred to as an “Issuer Indemnified Party”), to the same extent as the foregoing indemnity from the Issuers and the Guarantors to each of the Indemnified Holders, but only with respect to claims and actions based on information relating to the Market Maker furnished in writing by the Market Maker expressly for use in the Market Making Registration Statement and any Prospectus.  In case any action or proceeding shall be brought against an Issuer Indemnified Party in respect of which indemnity may be sought against the Market Maker, the Market Maker shall have the rights and duties given the Issuers and the Guarantors, and the Issuer Indemnified Party shall have the rights and duties given to the Market Maker under Section 8(a) hereof.

(d)If the indemnification provided for in this Section 8 is unavailable to an indemnified party under Section 8(a) (b) or (c) hereof (other than by reason of exceptions provided in those Sections) in respect of any losses, claims, damages, liabilities, judgments, actions or expenses referred to therein, then each applicable indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages, liabilities, judgments or expenses in such proportion as is appropriate to reflect the relative benefits received by the Issuers and the Guarantors, on the one hand, and the Holders or the Market Maker, on the other hand, from the Initial Placement (which in the case of the Issuers and the Guarantors shall be deemed to be equal to the total gross proceeds to the Issuers and the Guarantors from the Initial Placement), the amount of Additional Interest which did not become payable as a result of the filing of the Registration Statement resulting in such losses, claims, damages, liabilities, judgments, actions or expenses, and such Registration Statement, or if such allocation is not permitted by applicable law, the relative fault of the Issuers and the Guarantors, on the one hand, and the Holders or the Market Maker, on the other hand, in connection with the statements or omissions which resulted in such losses, claims, damages, liabilities or expenses, as well as any other relevant equitable considerations.  The relative fault of the Issuers and the Guarantors on the one hand and of the Holders or the Market Maker on the other shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Issuers or any of the Guarantors, on the one hand, or the Holders or the Market Maker, on the other hand, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission.  The amount paid or payable by a party as a result of the losses, claims, damages, liabilities and expenses referred to above shall be deemed to include, subject to the limitations set forth in the second paragraph of Section 8(a) hereof, any legal or other fees or expenses reasonably incurred by such party in connection with investigating or defending any action or claim.

The Issuers, the Guarantors, each Holder of Transfer Restricted Securities and the Market Maker agree that it would not be just and equitable if contribution pursuant to this Section 8(c) were determined by pro rata allocation (even if the Holders were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations referred to in the immediately preceding paragraph.  The amount paid or payable by an indemnified party as a result of the losses, claims, damages, liabilities or expenses referred to in the immediately preceding paragraph shall be deemed to include, subject to the limitations set forth above, any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim.  Notwithstanding the provisions of this Section 8, none of the Holders (and its related Indemnified Holders) or the Market

18

Maker shall be required to contribute, in the aggregate, any amount in excess of the amount by which the total discount with respect to the Securities received by such Holder or the Securities received by the Market Maker exceeds the amount of any damages which such Holder or the Market Maker has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission.  No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation.  The Holders’ obligations to contribute pursuant to this Section 8(c) are several in proportion to the respective principal amount of Securities held by each of the Holders hereunder and not joint.

SECTION 9.Rule 144A.  Each of the Issuers and the Guarantors hereby agrees with each Holder, for so long as any Transfer Restricted Securities remain outstanding, to make available to any Holder or beneficial owner of Transfer Restricted Securities in connection with any sale thereof and any prospective purchaser of such Transfer Restricted Securities from such Holder or beneficial owner, the information required by Rule 144A(d)(4) under the Securities Act in order to permit resales of such Transfer Restricted Securities pursuant to Rule 144A under the Securities Act.

SECTION 10.Participation in Underwritten Registrations.  No Holder may participate in any Underwritten Registration hereunder unless such Holder (a) agrees to sell such Holder’s Transfer Restricted Securities on the basis provided in any underwriting arrangements approved by the Persons entitled hereunder to approve such arrangements and (b) completes and executes all reasonable questionnaires, powers of attorney, indemnities, underwriting agreements, lock-up letters and other documents required under the terms of such underwriting arrangements.

SECTION 11.Selection of Underwriters.  The Holders of Transfer Restricted Securities covered by the Shelf Registration Statement who desire to do so may sell such Transfer Restricted Securities in an Underwritten Offering.  In any such Underwritten Offering, the investment banker(s) and managing underwriter(s) that will administer such offering will be selected by the Holders of a majority in aggregate principal amount of the Transfer Restricted Securities included in such offering; provided, however, that such investment banker(s) and managing underwriter(s) must be reasonably satisfactory to the Issuers.

SECTION 12.Miscellaneous.

(a)Remedies.  Each of the Issuers and the Guarantors hereby agrees that monetary damages would not be adequate compensation for any loss incurred by reason of a breach by it of the provisions of this Agreement and hereby agree to waive the defense in any action for specific performance that a remedy at law would be adequate.

(b)No Inconsistent Agreements.  Each of the Issuers and the Guarantors will not on or after the date of this Agreement enter into any agreement with respect to their securities that is inconsistent with the rights granted to the Holders or the Market Maker in this Agreement or otherwise conflicts with the provisions hereof.  Neither the Issuers nor any of the Guarantors has previously entered into any agreement granting any registration rights with respect to their securities to any Person.  The rights granted to the Holders and the Market Maker hereunder do not in

19

any way conflict with and are not inconsistent with the rights granted to the holders of the Issuers’ or any of the Guarantors’ securities under any agreement in effect on the date hereof.

(c)Adjustments Affecting the Securities.  The Issuers will not take any action, or permit any change to occur, with respect to the Securities that would materially and adversely affect the ability of the Holders to Consummate any Exchange Offer.

(d)Amendments and Waivers.  The provisions of this Agreement may not be amended, modified or supplemented, and waivers or consents to or departures from the provisions hereof may not be given unless the Issuers have (i) in the case of Section 5 hereof and this Section 12(d)(i) obtained the written consent of Holders of all outstanding Transfer Restricted Securities, (ii) in the case of any of the provisions of (x) Annex A hereof or (y) Section 8 hereof as they relate to the Market Maker, the written consent of the Market Maker and (iii) in the case of all other provisions hereof (including Section 8 hereof as it relates to the Holders), obtained the written consent of Holders of a majority of the outstanding principal amount of Transfer Restricted Securities (excluding any Transfer Restricted Securities held by the Issuers or their Affiliates).  Notwithstanding the foregoing, a waiver or consent to departure from the provisions hereof that relates exclusively to the rights of Holders whose securities are being tendered pursuant to the Exchange Offer and that does not affect directly or indirectly the rights of other Holders whose securities are not being tendered pursuant to such Exchange Offer may be given by the Holders of a majority of the outstanding principal amount of Transfer Restricted Securities being tendered or registered; provided, however, that, with respect to any matter that directly or indirectly affects the rights of the Initial Purchasers or the Market Maker hereunder, the Issuers shall obtain the written consent of the Initial Purchasers and the Market Maker with respect to which such amendment, qualification, supplement, waiver, consent or departure is to be effective.

(e)Notices.  All notices and other communications provided for or permitted hereunder shall be made in writing by hand-delivery, first-class mail (registered or certified, return receipt requested), telex, telecopier, or air courier guaranteeing overnight delivery:

(i)if to a Holder, at the address set forth on the records of the Registrar under the Indenture, with a copy to the Registrar under the Indenture; and

(ii)If to the Issuers or the Guarantors:

Tops Holding Corporation
P.O. Box 1027
Buffalo, New York  14240-1027
Facsimile:  (716) 635-5102
Attention:  Kevin Darrington

20

with a copy to:

Shearman & Sterling LLP
599 Lexington Avenue
New York, New York 10022
Facsimile:  (212) 848-7179
Attention:  Michael Benjamin, Esq.

(iii)If to the Market Maker:

Morgan Stanley & Co. Incorporated
1585 Broadway
New York, New York  10036
Facsimile:  (212) 761-0260
Attention:  Legal Department

All such notices and communications shall be deemed to have been duly given:  at the time delivered by hand, if personally delivered; five Business Days after being deposited in the mail, postage prepaid, if mailed; when answered back, if telexed; when receipt acknowledged, if telecopied; and on the next Business Day, if timely delivered to an air courier guaranteeing overnight delivery.

Copies of all such notices, demands or other communications shall be concurrently delivered by the Person giving the same to the Trustee at the address specified in the Indenture.

(f)Successors and Assigns.  This Agreement shall inure to the benefit of and be binding upon the successors and assigns of each of the parties, including, without limitation, and without the need for an express assignment, subsequent Holders of Transfer Restricted Securities; provided, however, that this Agreement shall not inure to the benefit of or be binding upon a successor or assign of a Holder unless and to the extent such successor or assign acquired Transfer Restricted Securities from such Holder.

(g)Counterparts.  This Agreement may be executed in any number of counterparts and by the parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.

(h)Headings.  The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof.

(i)Governing Law.  THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE CONFLICTS OF LAW RULES THEREOF.

(j)Severability.  In the event that any one or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal or unenforceable, the

21

validity, legality and enforceability of any such provision in every other respect and of the remaining provisions contained herein shall not be affected or impaired thereby.

(k)Entire Agreement.  This Agreement is intended by the parties as a final expression of their agreement and intended to be a complete and exclusive statement of the agreement and understanding of the parties hereto in respect of the subject matter contained herein.  There are no restrictions, promises, warranties or undertakings, other than those set forth or referred to herein with respect to the registration rights granted by the Issuers with respect to the Transfer Restricted Securities.  This Agreement supersedes all prior agreements and understandings between the parties with respect to such subject matter.

22

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

TOPS HOLDING CORPORATION
By:	/s/ Eric Kanter
	Name:	Eric Kanter
	Title:	Vice President
TOPS MARKETS, LLC
By:	/s/ Frank Curci
	Name:	Frank Curci
	Title:	Chief Executive Officer
ARP BRADFORD LLC
By:	Tops Markets, LLC, its sole member
By:	/s/ Frank Curci
	Name:	Frank Curci
	Title:	Chief Executive Officer
BATH LLC
By:	Tops Markets, LLC, its sole member
By:	/s/ Frank Curci
	Name:	Frank Curci
	Title:	Chief Executive Officer
TOPS GIFT CARD COMPANY, LLC
By:	/s/ Frank Curci
	Name:	Frank Curci
	Title:	President

23

The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written:

MORGAN STANLEY & CO. INCORPORATED

Acting on behalf of itself
and as the Representative of
the several Initial Purchasers

By:	Morgan Stanley & Co. Incorporated
	By:	/s/ Paul B. Franks
		Managing Director

Annex A

Market Making.

(a)For so long as any of the Securities or Exchange Securities are outstanding and the Representative (in such capacity, the “Market Maker”) or any of its affiliates (as defined in the rules and regulations of the Commission) owns any equity securities of the Issuers, the Guarantors or any of their affiliates and proposes to make a market in the Securities or Exchange Securities as part of its business in the ordinary course, the following provisions shall apply for the sole benefit of the Market Maker:

(i)The Issuers and the Guarantors shall (A) on the date that the Exchange Offer Registration Statement or, if required hereby, the Shelf Registration Statement is filed with the Commission, file a registration statement (the “Market Making Registration Statement”) (which may be the Exchange Offer Registration Statement or the Shelf Registration Statement if permitted by the rules and regulations of the Commission) and use their reasonable best efforts to cause such Market Making Registration Statement to be declared effective by the Commission on or prior to the consummation of the Exchange Offer or the initial effective date of the Shelf Registration Statement, as applicable; (B) periodically amend such Market Making Registration Statement so that the information contained therein complies with the requirements of Section 10(a) under the Securities Act; (C) amend the Market Making Registration Statement or amend or supplement the related Prospectus when necessary to reflect any material changes in the information provided therein; and (D) amend the Market Making Registration Statement when required to do so in order to comply with Section 10(a)(3) of the Securities Act; provided, however, that (1) prior to filing the Market Making Registration Statement, any amendment thereto or any amendment or supplement to the related Prospectus, the Issuers will furnish to the Market Maker copies of all such documents proposed to be filed, which documents will be subject to the review of the Market Maker and its counsel and (2) the Issuers and the Guarantors will not file the Market Making Registration Statement, any amendment thereto or any amendment or supplement to the related Prospectus to which the Market Maker and its counsel shall reasonably object unless the Issuers are advised by counsel that such Market Making Registration Statement or any such amendment or supplement is required to be filed under applicable securities laws and the Issuers will provide the Market Maker and its counsel with copies of the Market Making Registration Statement and each amendment and supplement filed.

(ii)The Issuers shall notify the Market Maker and, if requested by the Market Maker, confirm such advice in writing, (A) when any Market Making Registration Statement, any post-effective amendment to the Market Making Registration Statement or any amendment or supplement to the related Prospectus has been filed, and, with respect to any Market Making Registration Statement or any post-effective amendment, when the same has become effective; (B) of any request by the Commission for any post-effective amendment to the Market Making Registration Statement, any supplement or amendment to the related Prospectus or for additional information; (C) of the issuance by the Commission of any stop order suspending the effectiveness of the Market Making

Registration Statement or the initiation of any proceedings for that purpose, including the receipt by the Issuers of any notice of objection of the Commission to the use of the Market Making Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act; (D) of the receipt by the Issuers of any notification with respect to the suspension of the qualification of the Securities or Exchange Securities for sale in any jurisdiction or the initiation or threatening of any proceedings for such purpose; and (E) of the happening of any material event that makes any statement made in the Market Making Registration Statement, the related Prospectus or any amendment or supplement thereto untrue or that requires the making of any changes in the Market Making Registration Statement, such Prospectus or any amendment or supplement thereto, in order to make the statements therein not misleading.

(iii)If any event contemplated by (a)(ii)(B) through (E) of this Annex A occurs during the period for which the Issuers and the Guarantors are required to maintain an effective Market Making Registration Statement, the Issuers and the Guarantors shall, subject to (a)(i) of this Annex A, promptly prepare and file with the Commission a post-effective amendment to the Market Making Registration Statement or an amendment or supplement to the related Prospectus or file any other required document so that the Prospectus will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

(iv)In the event of the issuance of any stop order suspending the effectiveness of the Market Making Registration Statement, any notice of objection pursuant to Rule 401(g)(2) under the Securities Act or any order suspending the qualification of the Securities or Exchange Securities for sale in any jurisdiction, the Issuers and the Guarantors shall promptly use their reasonable best efforts to obtain the withdrawal or lifting of such order or the resolution of such objection, including by filing an amendment to the Market Making Registration Statement on the proper form as necessary.

(v)The Issuers shall furnish to the Market Maker, without charge, (i) at least one conformed copy of the Market Making Registration Statement and any post-effective amendment thereto; and (ii) as many copies of the related Prospectus and any amendment or supplement thereto as the Market Maker may reasonably request.

(vi)The Issuers and the Guarantors shall consent to the use of the Prospectus contained in the Market Making Registration Statement or any amendment or supplement thereto by the Market Maker in connection with its market-making activities.

(vii)Notwithstanding the foregoing provisions of this Annex A, the Issuers and the Guarantors may for valid business reasons, including without limitation, a potential material acquisition, divestiture of assets or other material corporate transaction, notify the Market Maker in writing that the Market Making Registration Statement is no longer effective or the Prospectus included therein is no longer usable for offers and sales of Securities or Exchange Securities; provided that the use of the Market Making Registration Statement or the Prospectus contained therein shall not be suspended for more than 60 days (whether or not consecutive) in the aggregate in any 12-month period.  The Market

2

Maker agrees that upon receipt of any notice from the Issuers pursuant to this clause (a)(vii), it will discontinue use of the Prospectus contained in the Market Making Registration Statement until receipt of copies of the supplemented or amended Prospectus relating thereto or until advised in writing by the Issuers that the use of the Prospectus contained in the Market Making Registration Statement may be resumed.

(b)In connection with the Market Making Registration Statement, the Issuers shall (i) make available for inspection by a representative of, and counsel acting for, the Market Maker, at reasonable times and in a reasonable manner, all pertinent financial and other records, documents and properties of the Issuers and their subsidiaries and (ii) cause the respective officers, directors and employees of the Issuers and the Guarantors to supply all relevant information reasonably requested by such representative or counsel or the Market Maker; provided that if any such information is identified by the Issuers or any Guarantor as being confidential or proprietary, each Person receiving such information shall take such actions as are reasonably necessary to protect the confidentiality of such information to the extent such action is otherwise not inconsistent with, an impairment of or in derogation of the rights and interests of any Market Maker.

(c)Prior to the initial effective date of the Market Making Registration Statement, the Issuers and the Guarantors shall use their reasonable best efforts to register or qualify the Securities or Exchange Securities for offer and sale under all applicable state securities or blue sky laws of such jurisdictions as the Market Maker reasonably requests in writing, cooperate with the Market Maker in connection with any filings required to be made with FINRA and do any and all other acts or things that may be reasonably necessary or advisable to enable the offer and sale in such jurisdictions of the Securities or Exchange Securities covered by the Market Making Registration Statement; provided that the Issuers and the Guarantors shall not be required to (i) qualify as a foreign corporation or other entity or as a dealer in securities in any jurisdiction where it would not otherwise be required to so qualify, (ii) file any general consent to subject itself to service of process in any such jurisdictions or (iii) subject itself to taxation in any such jurisdiction if it is not so then subject.

(d)The Issuers and the Guarantors represent and agree that the Market Making Registration Statement, any post-effective amendments thereto, any amendments or supplements to the related Prospectus and any documents filed by them under the Exchange Act will, when they become effective or are filed with the Commission, as the case may be, conform in all material respects to the requirements of the Securities Act and the Exchange Act and the rules and regulations of the Commission thereunder and will not, as of each effective date of such Market Making Registration Statement or post-effective amendments and as of the filing date of any amendments or supplements to such Prospectus or filings under the Exchange Act, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that no representation or warranty is made as to information contained in or omitted from the Market Making Registration Statement or the related Prospectus in reliance upon and in conformity with written information furnished to the Issuers by the Market Maker specifically for inclusion therein, which information the parties hereto agree will be limited to the statements concerning the market-making activities of the Market Maker to be set

3

forth on the cover page and in the “Plan of Distribution” section of the Prospectus (the “Market Maker’s Information”).

(e)At the time of initial effectiveness of the Market Making Registration Statement and concurrently with each time the Market Making Registration Statement shall be amended by post-effective amendment, including by the filing of an annual report incorporated by reference into the Market Making Registration Statement, or the related Prospectus shall be amended or supplemented, the Issuers shall (if requested by the Market Maker) furnish the Market Maker with a certificate of its Chief Executive Officer, Chairman of the Board of Directors, President or Chief Financial Officer to the effect that:

(i)the Market Making Registration Statement has been declared effective;

(ii)in the case of an amendment to the Market Making Registration Statement, such amendment has become effective under the Securities Act as of the date and time specified in such certificate, if applicable; and in the case of an amendment or supplement to the Prospectus, such amendment or supplement to the Prospectus was filed with the Commission pursuant to the subparagraph of Rule 424(b) under the Securities Act specified in such certificate on the date specified therein;

(iii)to the knowledge of such officers, no stop order suspending the effectiveness of the Market Making Registration Statement has been issued, including any notice of objection of the Commission to the use of the Market Making Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act, and no proceeding for that purpose is pending or threatened by the Commission; and

(iv)such officers have carefully examined the Market Making Registration Statement and the Prospectus (and, in the case of an amendment or supplement, such amendment or supplement) and, to the knowledge of such officer, as of the applicable effective date of such Market Making Registration Statement, or the date of such amendment or supplement, as applicable, the Market Making Registration Statement and the Prospectus, as amended or supplemented, if applicable, did not include any untrue statement of a material fact and did not omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading.

(f)The Issuers and the Guarantors, on the one hand, and the Market Maker, on the other hand, hereby agree to indemnify each other, and, if applicable, contribute to the other, in accordance with Section 8 of this Agreement.

(g)The Issuers and the Guarantors will comply with the provisions of this Annex A at their own expense and will reimburse the Market Maker for its expenses associated with this Annex A (including reasonable fees of counsel for the Market Maker).

(h)The agreements contained in this Annex A and the representations, warranties and agreements contained in this Agreement shall survive all offers and sales of the Securities and Exchange Securities and shall remain in full force and effect, regardless of any termination or

4

cancellation of this Agreement or any investigation made by or on behalf of any indemnified party.

(i)For purposes of this Annex A, (i) any reference to the terms “amend”, “amendment” or “supplement” with respect to the Market Making Registration Statement or the Prospectus contained therein shall be deemed to refer to and include the filing under the Exchange Act of any document deemed to be incorporated therein by reference and (ii) any reference to the terms “Securities” or “Exchange Securities” shall be deemed to refer to and include any securities issued in exchange for or with respect to such Securities or Exchange Securities.

5

EX-4.5

Exhibit 4.5

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 February 12, 2010

REGISTRATION RIGHTS AGREEMENT

This Registration Rights Agreement (this “Agreement”) is made and entered into as of February 12, 2010, 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.”

This Agreement is made pursuant to the Purchase Agreement, dated February 9, 2010 (the “Purchase Agreement”), among the Issuers, the Guarantors and the Representative on behalf of itself and each of the other Initial Purchasers (i) for the benefit of the Initial Purchasers and (ii) for the benefit of the holders from time to time of the Transfer Restricted Securities, including the Initial Purchasers.  In order to induce the Initial Purchasers to purchase the Securities, the Issuers have agreed to provide the Initial Purchasers and the Market Maker (as defined below) the registration rights set forth in this Agreement.  The execution and delivery of this Agreement is a condition to the obligations of the Initial Purchasers set forth in Section 5(f) of the Purchase Agreement.

The parties hereby agree as follows:

SECTION 1.Definitions.  As used in this Agreement, the following capitalized terms shall have the following meanings:

Additional Interest: As defined in Section 5 hereof.

Additional Notes: has the meaning set forth in the Indenture.

Advice:  As defined in Section 6(c) hereof.

Agreement:  As defined in the preamble hereof.

Broker-Dealer:  Any broker or dealer registered under the Exchange Act.

Business Day:  Any day other than a Saturday, Sunday or U.S. federal holiday or a day on which banking institutions or trust companies located in New York, New York are authorized or obligated to be closed.

Closing Date:  The date of this Agreement.

Commission:  The U.S. Securities and Exchange Commission.

Company:  As defined in the preamble hereof.

Consummate:  A registered Exchange Offer shall be deemed “Consummated” for purposes of this Agreement upon the occurrence of (i) the filing and effectiveness under the Securities Act of the Exchange Offer Registration Statement relating to the Exchange Securities to be issued in the Exchange Offer, (ii) the maintenance of such Registration Statement continuously effective and the keeping of the Exchange Offer open for a period not less than the minimum period required pursuant to Section 3(b) hereof, and (iii) the delivery by the Issuers to the Registrar under the Indenture of Exchange Securities in the same aggregate principal amount as the aggregate principal amount of Transfer Restricted Securities that were tendered by Holders thereof pursuant to the Exchange Offer.

Exchange Act:  The Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

Exchange Date: As defined in Section 3 hereof.

Exchange Offer:  The registration by the Issuers under the Securities Act of the Exchange Securities pursuant to a Registration Statement pursuant to which the Issuers offer the Holders of all outstanding Transfer Restricted Securities permitted under applicable law and Commission policy to participate in such offer the opportunity to exchange all such outstanding Transfer Restricted Securities held by such Holders for Exchange Securities in an aggregate principal amount equal to the aggregate principal amount of the Transfer Restricted Securities tendered in such exchange offer by such Holders.

Exchange Offer Registration Statement:  The Registration Statement relating to the Exchange Offer, including the related Prospectus.

Exchange Securities:  The 10.125% Senior Secured Notes due 2015, of the same series under the Indenture as the Notes and the Guarantees attached thereto, to be issued to Holders in exchange for Transfer Restricted Securities (including, without limitation, Additional Notes).

Existing Securities:  The Issuers’ 10.125% Senior Secured Notes due 2015 issued on October 9, 2009 and the guarantees related thereto.

FINRA: Financial Industry Regulatory Authority.

Guarantees:  As defined in the preamble hereof.

Guarantors:  As defined in the preamble hereof.

Holders:  As defined in Section 2(b) hereof.

Indemnified Holder:  As defined in Section 8(a) hereof.

Indenture:  The Indenture, dated as of October 9, 2009, as supplemented by a Supplemental Indenture dated as of January 29, 2010 and as further supplemented by a Second Supplemental Indenture dated as of February 12, 2010, by and among the Issuers, the Guarantors and U.S. Bank National Association, as trustee (the “Trustee”) and as collateral agent (the “Collateral

2

Agent”), pursuant to which the Existing Securities were issued and the Securities are to be issued, as such Indenture is amended or supplemented from time to time in accordance with the terms thereof.

Initial Purchasers:  As defined in the preamble hereof.

Initial Placement:  The issuance and sale by the Issuers of the Securities to the Initial Purchasers pursuant to the Purchase Agreement.

Issuer Indemnified Party:  As defined in Section 8(b) hereof.

Issuers:  As defined in the preamble hereof.

Market Maker shall have the meaning set forth in Annex A hereof.

Market Maker’s Information shall have the meaning set forth in Annex A hereof.

Market Making Registration Statement shall mean the registration statement referred to in Annex A hereof and all amendments and supplements to any such registration statement, including post-effective amendments, in each case including the Prospectus contained therein or deemed a part thereof, all exhibits thereto and any document incorporated by reference therein.

Person:  Any individual, corporation, limited liability company, partnership, joint venture, association, joint stock company, trust, unincorporated organization, government or any agency or political subdivision thereof or any other entity.

Prospectus:  The prospectus included in a Registration Statement, as amended or supplemented by any prospectus supplement and by all other amendments thereto, including post-effective amendments, and all material incorporated by reference into such Prospectus.

Purchase Agreement:  As defined in the preamble hereof.

Registration Default:  As defined in Section 5 hereof.

Registration Statement:  Any registration statement of the Issuers relating to (a) an offering of Exchange Securities pursuant to an Exchange Offer or (b) the registration for resale of Transfer Restricted Securities pursuant to the Shelf Registration Statement, which is filed pursuant to the provisions of this Agreement, including, without limitation, the Market Making Registration Statement, in each case, including the Prospectus included therein, all amendments and supplements thereto (including post-effective amendments) and all exhibits and material incorporated by reference therein.

Securities:  As defined in the preamble hereof.

Securities Act:  The Securities Act of 1933, as amended and the rules and regulations promulgated thereunder.

Shelf Filing Deadline:  As defined in Section 4(a) hereof.

3

Shelf Registration Statement:  As defined in Section 4(a) hereof.

Tops Markets:  As defined in the preamble hereof.

Trust Indenture Act:  The Trust Indenture Act of 1939, as amended and the rules and regulations promulgated thereunder.

Transfer Restricted Securities:  The Securities; provided that the Securities shall cease to be Transfer Restricted Securities on the earliest to occur of (i) the date on which a Registration Statement with respect to such Securities has become effective under the Securities Act and such Securities have been exchanged or disposed of pursuant to such Registration Statement or (ii) the date on which such Securities cease to be outstanding.

Underwritten Registration or Underwritten Offering:  A registration in which securities of the Issuers are sold to an underwriter for reoffering to the public.

SECTION 2.Securities Subject to this Agreement.

(a)Transfer Restricted Securities.  The securities entitled to the benefits of this Agreement are the Transfer Restricted Securities.

(b)Holders of Transfer Restricted Securities.  A Person is deemed to be a holder of Transfer Restricted Securities (each, a “Holder”) whenever such Person owns Transfer Restricted Securities.

SECTION 3.Registered Exchange Offer.

(a)Unless the Exchange Offer shall not be permissible under applicable law or Commission policy (after the procedures set forth in Section 6(a) hereof have been complied with), each of the Issuers and the Guarantors shall use their reasonable best efforts to (i) cause to be filed with the Commission, a Registration Statement under the Securities Act relating to the Exchange Securities and the Exchange Offer, (ii) cause such Registration Statement to become effective, (iii) in connection with the foregoing, (A) file all pre-effective amendments to such Registration Statement as may be necessary in order to cause such Registration Statement to become effective, (B) if applicable, file a post-effective amendment to such Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings in connection with the registration and qualification of the Exchange Securities to be made under the state securities or blue sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such Registration Statement, commence the Exchange Offer.  Each of the Issuers and the Guarantors shall use their reasonable best efforts to Consummate the Exchange Offer not later than October 9, 2010 (or, if October 9, 2010 is not a Business Day, the next succeeding Business Day) (the “Exchange Date”).  The Exchange Offer, if required pursuant to this Section 3(a) shall be on the appropriate form permitting registration of the Exchange Securities to be offered in exchange for the Transfer Restricted Securities and to permit resales of Transfer Restricted Securities held by Broker-Dealers as contemplated by Section 3(c) hereof.  The Issuers shall use commercially reasonable efforts to cause all Exchange Securities to have the same CUSIP number.

4

(b)If an Exchange Offer Registration Statement is required to be filed and declared effective pursuant to Section 3(a) above, the Issuers and the Guarantors shall cause the Exchange Offer Registration Statement to be effective continuously and shall keep the Exchange Offer open for a period of not less than the minimum period required under applicable federal and state securities laws to Consummate the Exchange Offer; provided, however, that in no event shall such period be less than 20 Business Days after the date notice of the Exchange Offer is mailed to the Holders.  The Issuers shall cause the Exchange Offer to comply with all applicable federal and state securities laws.  No securities other than the Exchange Securities shall be included in the Exchange Offer Registration Statement.  The Issuers shall use their reasonable best efforts to cause the Exchange Offer to be Consummated on or before the Exchange Date.

(c)The Issuers shall indicate in a “Plan of Distribution” section contained in the Prospectus forming a part of the Exchange Offer Registration Statement that any Broker-Dealer who holds Transfer Restricted Securities that were acquired for its own account as a result of market-making activities or other trading activities (other than Transfer Restricted Securities acquired directly from the Issuers), may exchange such Transfer Restricted Securities pursuant to the Exchange Offer; however, such Broker-Dealer may be deemed to be an “underwriter” within the meaning of the Securities Act and must, therefore, deliver a prospectus meeting the requirements of the Securities Act in connection with any resales of the Exchange Securities received by such Broker-Dealer in the Exchange Offer, which prospectus delivery requirement may be satisfied by the delivery by such Broker-Dealer of the Prospectus contained in the Exchange Offer Registration Statement.  Such “Plan of Distribution” section shall also contain all other information with respect to such resales by Broker-Dealers that the Commission may require in order to permit such resales pursuant thereto, but such “Plan of Distribution” shall not name any such Broker-Dealer or disclose the amount of Transfer Restricted Securities held by any such Broker-Dealer except to the extent required by the Commission as a result of a change in policy after the date of this Agreement.

Each of the Issuers and the Guarantors shall use their reasonable best efforts to keep the Exchange Offer Registration Statement continuously effective, supplemented and amended as required by the provisions of Section 6(c) hereof to the extent necessary to ensure that it is available for resales of Transfer Restricted Securities acquired by Broker-Dealers for their own accounts as a result of market-making activities or other trading activities, and to ensure that it conforms with the requirements of this Agreement, the Securities Act and the policies, rules and regulations of the Commission as announced from time to time, for a period ending on the earlier of (i) 180 days from the date on which the Exchange Offer Registration Statement is declared effective and (ii) the date on which a Broker-Dealer is no longer required to deliver a prospectus in connection with market-making or other trading activities.

The Issuers shall provide sufficient copies of the latest version of such Prospectus to Broker-Dealers promptly upon request at any time during such 180-day (or shorter as provided in the foregoing sentence) period in order to facilitate such resales.

(d)The Issuers also hereby agree to comply with the requirements set forth in Annex A hereof.

5

SECTION 4.Shelf Registration.

(a)Shelf Registration.  If (i) the Issuers are not required to file an Exchange Offer Registration Statement or to consummate the Exchange Offer solely because the Exchange Offer is not permitted by applicable law or Commission policy (after the procedures set forth in Section 6(a) hereof have been complied with), (ii) for any reason the Exchange Offer is not Consummated by the Exchange Date or (iii) prior to the Exchange Date:  (A) the Initial Purchasers request from the Issuers with respect to Transfer Restricted Securities not eligible to be exchanged for Exchange Securities in the Exchange Offer, (B) with respect to any Holder of Transfer Restricted Securities such Holder notifies the Issuers that (i) such Holder is prohibited by applicable law or Commission policy from participating in the Exchange Offer, (ii) such Holder may not resell the Exchange Securities acquired by it in the Exchange Offer to the public without delivering a prospectus and that the Prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales by such Holder, or (iii) such Holder is a Broker-Dealer and holds Transfer Restricted Securities acquired directly from the Issuers or one of their affiliates or (C) in the case of the Initial Purchasers, the Initial Purchasers notify the Issuers they will not receive Exchange Securities in exchange for Transfer Restricted Securities constituting any portion of the Initial Purchasers’s unsold allotment, the Issuers and the Guarantors shall

(x)cause to be filed a shelf registration statement pursuant to Rule 415 under the Securities Act, which may be an amendment to the Exchange Offer Registration Statement (in either event, the “Shelf Registration Statement”) as promptly as practicable (such date being the “Shelf Filing Deadline”), which Shelf Registration Statement shall provide for resales of all Transfer Restricted Securities the Holders of which shall have provided the information required pursuant to Section 4(b) hereof; and

(y)use their reasonable best efforts to cause such Shelf Registration Statement to be declared effective by the Commission.

Each of the Issuers and the Guarantors shall use their reasonable best efforts to keep such Shelf Registration Statement continuously effective, supplemented and amended as required by the provisions of Sections 6(b) and (c) hereof to the extent necessary to ensure that it is available for resales of Transfer Restricted Securities by the Holders of such Securities entitled to the benefit of this Section 4(a), and to ensure that it conforms with the requirements of this Agreement, the Securities Act and the policies, rules and regulations of the Commission as announced from time to time, from the date on which the Shelf Registration Statement is declared effective by the Commission until the expiration of the two-year period after the Closing Date (or shorter period that will terminate when all the Transfer Restricted Securities covered by such Shelf Registration Statement have been sold pursuant to such Shelf Registration Statement; provided that the Issuers may for a period of up to 60 days in any three-month period, not to exceed 90 days in any calendar year determine that the Shelf Registration Statement is not usable under certain circumstances relating to corporate developments, public filings with the Commission and similar events, and suspend the use of the prospectus that is part of the Shelf Registration Statement).

(b)Provision by Holders of Certain Information in Connection with the Shelf Registration Statement.  No Holder of Transfer Restricted Securities may include any of its Transfer

6

Restricted Securities in any Shelf Registration Statement pursuant to this Agreement unless and until such Holder furnishes to the Issuers in writing, within 20 Business Days after receipt of a request therefor, such information as the Issuers may reasonably request for use in connection with any Shelf Registration Statement or Prospectus or preliminary Prospectus included therein.  Each Holder as to which any Shelf Registration Statement is being effected agrees to furnish promptly to the Issuers all information required to be disclosed in order to make the information previously furnished to the Issuers by such Holder not materially misleading.

SECTION 5.Additional Interest.  If (i) the Exchange Offer has not been Consummated by the Exchange Date, (ii) any Shelf Registration Statement, if required hereby, has not been declared effective by the Commission 120 days after any obligation to file a shelf registration statement arises or (iii) any Registration Statement required by this Agreement has been declared effective but ceases to be effective at any time at which it is required to be effective under this Agreement (each such event referred to in clauses (i) through (iii), a “Registration Default”), the Issuers hereby agree that the interest rate borne by the Transfer Restricted Securities shall be increased by 0.25% per annum during the 90-day period immediately following the occurrence of any Registration Default and shall increase by 0.25% per annum at the end of each subsequent 90-day period (such increase, “Additional Interest”), but in no event shall such increase exceed 1.00% per annum.  At the earlier of (i) the cure of all Registration Defaults relating to the particular Transfer Restricted Securities or (ii) October 9, 2011, the interest rate borne by the relevant Transfer Restricted Securities will be reduced to the original interest rate borne by such Transfer Restricted Securities; provided, however, that, if after any such reduction in interest rate, a different Registration Default occurs, the interest rate borne by the relevant Transfer Restricted Securities shall again be increased pursuant to the foregoing provisions.

All obligations of the Issuers and the Guarantors set forth in the preceding paragraph that are outstanding with respect to any Transfer Restricted Security at the time such security ceases to be a Transfer Restricted Security shall survive until such time as all such obligations with respect to such security shall have been satisfied in full.

SECTION 6.Registration Procedures.

(a)Exchange Offer Registration Statement.  In connection with the Exchange Offer, if required pursuant to Section 3(a) hereof, the Issuers and the Guarantors shall comply with all of the provisions of Section 6(c) hereof, shall use their reasonable best efforts to effect such exchange to permit the sale of Transfer Restricted Securities being sold in accordance with the intended method or methods of distribution thereof, and shall comply with all of the following provisions:

(i)If in the reasonable opinion of counsel to the Issuers there is a question as to whether the Exchange Offer is permitted by applicable law, each of the Issuers and the Guarantors hereby agree to seek a no-action letter or other favorable decision from the Commission allowing the Issuers and the Guarantors to Consummate an Exchange Offer for such Transfer Restricted Securities.  Each of the Issuers and the Guarantors hereby agree to pursue the issuance of such a decision to the Commission staff level but shall not be required to take commercially unreasonable action to effect a change of Commission policy.  Each of the Issuers and the Guarantors hereby agree, however, to (A) participate

7

in telephonic conferences with the Commission, (B) deliver to the Commission staff an analysis prepared by counsel to the Issuers setting forth the legal bases, if any, upon which such counsel has concluded that such an Exchange Offer should be permitted and (C) diligently pursue a favorable resolution by the Commission staff of such submission.

(ii)As a condition to its participation in the Exchange Offer pursuant to the terms of this Agreement, each Holder of Transfer Restricted Securities shall furnish, upon the request of the Issuers, prior to the Consummation thereof, a written representation to the Issuers (which may be contained in the letter of transmittal contemplated by the Exchange Offer Registration Statement) to the effect that (A) it is not an affiliate of the Issuers, (B) it is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any Person to participate in, a distribution of the Exchange Securities to be issued in the Exchange Offer and (C) it is acquiring the Exchange Securities in its ordinary course of business.  In addition, all such Holders of Transfer Restricted Securities shall otherwise cooperate in the Issuers’ preparations for the Exchange Offer.  Each Holder hereby acknowledges and agrees that any Broker-Dealer and any such Holder using the Exchange Offer to participate in a distribution of the securities to be acquired in the Exchange Offer (1) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission enunciated in Morgan Stanley and Co., Inc. (available June 5, 1991) and Exxon Capital Holdings Corporation (available May 13, 1988), as interpreted in the Commission’s letter to Shearman & Sterling dated July 2, 1993, and similar no-action letters (which may include any no-action letter obtained pursuant to clause (i) above), and (2) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction and that such a secondary resale transaction should be covered by an effective registration statement containing the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K if the resales are of Exchange Securities obtained by such Holder in exchange for Transfer Restricted Securities acquired by such Holder directly from the Issuers.

(b)Shelf Registration Statement.  If required pursuant to Section 4, in connection with the Shelf Registration Statement, each of the Issuers and the Guarantors shall comply with all the provisions of Section 6(c) hereof and shall use their reasonable best efforts to effect such registration to permit the sale of the Transfer Restricted Securities being sold in accordance with the intended method or methods of distribution thereof, and pursuant thereto each of the Issuers and the Guarantors will as expeditiously as possible prepare and file with the Commission a Registration Statement relating to the registration on any appropriate form under the Securities Act, which form shall be available for the sale of the Transfer Restricted Securities in accordance with the intended method or methods of distribution thereof.

(c)General Provisions.  In connection with any Registration Statement and any Prospectus required by this Agreement to permit the sale or resale of Transfer Restricted Securities (including, without limitation, any Registration Statement and the related Prospectus required to permit resales of Transfer Restricted Securities by Broker-Dealers), each of the Issuers and the Guarantors shall:

8

(i)use their reasonable best efforts to keep such Registration Statement continuously effective and provide all requisite financial statements (including, if required by the Securities Act or any regulation thereunder, financial statements of the Guarantors) for the period specified in Section 3 or 4 hereof, as applicable; upon the occurrence of any event that would cause any such Registration Statement or the Prospectus contained therein (A) to contain a material misstatement or omission or (B) not to be effective and usable for resale of Transfer Restricted Securities during the period required by this Agreement, the Issuers shall file promptly an appropriate amendment to such Registration Statement, in the case of clause (A), correcting any such misstatement or omission, and, in the case of either clause (A) or (B), use their reasonable best efforts to cause such amendment to be declared effective and such Registration Statement and the related Prospectus to become usable for their intended purpose(s) as soon as practicable thereafter;

(ii)use their reasonable best efforts to prepare and file with the Commission such amendments and post-effective amendments to the applicable Registration Statement as may be necessary to keep the Registration Statement effective for the applicable period set forth in Section 3 or 4 hereof, as applicable, or such shorter period as will terminate when all Transfer Restricted Securities covered by such Registration Statement have been sold; cause the Prospectus to be supplemented by any required Prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 under the Securities Act, and to comply fully with the applicable provisions of Rules 424 and 430A under the Securities Act in a timely manner; and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such Registration Statement during the applicable period in accordance with the intended method or methods of distribution by the sellers thereof set forth in such Registration Statement or supplement to the Prospectus;

(iii)advise the underwriter(s), if any, and selling Holders promptly and, if requested by such Persons, to confirm such advice in writing, (A) when the Prospectus or any Prospectus supplement or post-effective amendment has been filed, and, with respect to any Registration Statement or any post-effective amendment thereto, when the same has become effective, (B) of any request by the Commission for amendments to the Registration Statement or amendments or supplements to the Prospectus or for additional information relating thereto, (C) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement under the Securities Act or of the suspension by any state securities commission of the qualification of the Transfer Restricted Securities for offering or sale in any jurisdiction, or the initiation of any proceeding for any of the preceding purposes, (D) of the existence of any fact or the happening of any event that makes any statement of a material fact made in the Registration Statement, the Prospectus, any amendment or supplement thereto, or any document incorporated by reference therein untrue, or that requires the making of any additions to or changes in the Registration Statement or the Prospectus in order to make the statements therein not misleading.  If at any time the Commission shall issue any stop order suspending the effectiveness of the Registration Statement, or any state securities commission or other regulatory authority shall issue an order suspending the qualification or exemption from qualification of the Transfer Restricted Securities under state securities or blue sky laws, each of

9

the Issuers and the Guarantors shall use their reasonable best efforts to obtain the withdrawal or lifting of such order at the earliest possible time;

(iv)furnish without charge to the Initial Purchasers, each selling Holder named in any Registration Statement, and each of the underwriter(s), if any, before filing with the Commission, copies of any Registration Statement or any Prospectus included therein or any amendments or supplements to any such Registration Statement or Prospectus (including all documents incorporated by reference after the initial filing of such Registration Statement), which documents will be subject to the review and comment of such Holders and underwriter(s) in connection with such sale, if any, for a period of at least five Business Days, and the Issuers will not file any such Registration Statement or Prospectus or any amendment or supplement to any such Registration Statement or Prospectus (including all such documents incorporated by reference) to which the Initial Purchasers of Transfer Restricted Securities covered by such Registration Statement or the underwriter(s), if any, shall reasonably object in writing within five Business Days after the receipt thereof (such objection to be deemed timely made upon confirmation of telecopy transmission within such period).  The objection of the Initial Purchasers or underwriters, if any, shall be deemed to be reasonable if such Registration Statement, amendment, Prospectus or supplement, as applicable, as proposed to be filed, contains a material misstatement or omission;

(v)promptly prior to the filing of any document that is to be incorporated by reference into a Registration Statement or Prospectus, provide copies of such document to the Initial Purchasers, each selling Holder named in any Registration Statement, and to the underwriter(s), if any, make the Issuers’ and the Guarantors’ representatives available for discussion of such document and other customary due diligence matters, and include such information in such document prior to the filing thereof as such selling Holders or underwriter(s), if any, reasonably may request;

(vi)make available at reasonable times for inspection by the Initial Purchasers, the managing underwriter(s), if any, participating in any disposition pursuant to such Registration Statement and any attorney or accountant retained by the Initial Purchasers or any of the underwriter(s), all financial and other records, pertinent corporate documents and properties of each of the Issuers and the Guarantors and cause the Issuers’ and the Guarantors’ officers, directors and employees to supply all information reasonably requested by any such Holder, underwriter, attorney or accountant in connection with such Registration Statement or any post-effective amendment thereto subsequent to the filing thereof and prior to its effectiveness and to participate in meetings with investors to the extent requested by the managing underwriter(s), if any;

(vii)if requested by any selling Holders or the underwriter(s), if any, promptly incorporate in any Registration Statement or Prospectus, pursuant to a supplement or post-effective amendment if necessary, such information as such selling Holders and underwriter(s), if any, may reasonably request to have included therein, including, without limitation, information relating to the “Plan of Distribution” of the Transfer Restricted Securities, information with respect to the principal amount of Transfer Restricted Securities

10

being sold to such underwriter(s), the purchase price being paid therefor and any other terms of the offering of the Transfer Restricted Securities to be sold in such offering; and make all required filings of such Prospectus supplement or post-effective amendment as soon as practicable after the Issuers are notified of the matters to be incorporated in such Prospectus supplement or post-effective amendment;

(viii)cause the Transfer Restricted Securities covered by the Registration Statement to be rated with the appropriate rating agencies, if so requested by the Holders of a majority in aggregate principal amount of securities covered thereby or the underwriter(s), if any;

(ix)furnish to the Initial Purchasers, each selling Holder and each of the underwriter(s), if any, without charge, at least one copy of the Registration Statement, as first filed with the Commission, and of each amendment thereto, including financial statements and schedules, all documents incorporated by reference therein and all exhibits (including exhibits incorporated therein by reference);

(x)deliver to each selling Holder and each of the underwriter(s), if any, without charge, as many copies of the Prospectus (including each preliminary prospectus) and any amendment or supplement thereto as such Persons reasonably may request; each of the Issuers and the Guarantors hereby consent to the use of the Prospectus and any amendment or supplement thereto by each of the selling Holders and each of the underwriter(s), if any, in connection with the offering and the sale of the Transfer Restricted Securities covered by the Prospectus or any amendment or supplement thereto;

(xi)enter into such agreements (including an underwriting agreement), and make such representations and warranties, and take all such other actions in connection therewith in order to expedite or facilitate the disposition of the Transfer Restricted Securities pursuant to any Registration Statement contemplated by this Agreement, all to such extent as may be requested by the Initial Purchasers or by any Holder of Transfer Restricted Securities or underwriter in connection with any sale or resale pursuant to any Registration Statement contemplated by this Agreement; and whether or not an underwriting agreement is entered into and whether or not the registration is an Underwritten Registration, each of the Issuers and the Guarantors shall:

(A)furnish to the Initial Purchasers, each selling Holder and each underwriter, if any, in such substance and scope as they may request and as are customarily made by issuers to underwriters in primary underwritten offerings, upon the date of the Consummation of the Exchange Offer or, if applicable, the effectiveness of the Shelf Registration Statement:

(1)a certificate, dated the date of Consummation of the Exchange Offer or the date of effectiveness of the Shelf Registration Statement, as the case may be, signed by (y) the President or any Vice President and (z) a principal financial or accounting officer of each of the Issuers and the Guarantors, confirming, as of the date thereof, the matters set

11

forth in paragraphs (i), (ii) and (iii) of Section 5(e) of the Purchase Agreement and such other matters as such parties may reasonably request;

(2)an opinion, dated the date of Consummation of the Exchange Offer or the date of effectiveness of the Shelf Registration Statement, as the case may be, of counsel for the Issuers and the Guarantors, covering the matters set forth in Section 5(c) of the Purchase Agreement and such other matters as such parties may reasonably request, and in any event including a statement to the effect that such counsel has participated in conferences with officers and other representatives of the Issuers and the Guarantors, representatives of the independent public accountants for the Issuers and the Guarantors, representatives of the underwriter(s), if any, and counsel to the underwriter(s), if any, in connection with the preparation of such Registration Statement and the related Prospectus and have considered the matters required to be stated therein and the statements contained therein, although such counsel has not independently verified the accuracy, completeness or fairness of such statements; and that such counsel advises that, on the basis of the foregoing, no facts came to such counsel’s attention that caused such counsel to believe that the applicable Registration Statement, at the time such Registration Statement or any post-effective amendment thereto became effective, and, in the case of the Exchange Offer Registration Statement, as of the date of Consummation, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading, or that the Prospectus contained in such Registration Statement as of its date and, in the case of the opinion dated the date of Consummation of the Exchange Offer, as of the date of Consummation, contained an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein not misleading.  Without limiting the foregoing, such counsel may state further that such counsel assumes no responsibility for, and has not independently verified, the accuracy, completeness or fairness of the financial statements, notes and schedules and other financial data included in any Registration Statement contemplated by this Agreement or the related Prospectus; and

(3)a customary comfort letter, dated the date of effectiveness of the Shelf Registration Statement, from the Issuers’ independent accountants, in the customary form and covering matters of the type customarily requested to be covered in comfort letters by underwriters in connection with primary underwritten offerings, and covering or affirming the matters set forth in the comfort letters delivered pursuant to Section 5(a) of the Purchase Agreement, without exception;

12

(B)set forth in full or incorporate by reference in the underwriting agreement, if any, the indemnification provisions and procedures of Section 8 hereof with respect to all parties to be indemnified pursuant to said Section; and

(C)deliver such other documents and certificates as may be reasonably requested by such parties to evidence compliance with Section 6(c)(xi)(A) hereof and with any customary conditions contained in the underwriting agreement or other agreement entered into by the Issuers or any of the Guarantors pursuant to this Section 6(c)(xi), if any.

If at any time the representations and warranties of the Issuers and the Guarantors contemplated in Section 6(c)(xi)(A)(1) hereof cease to be true and correct, the Issuers or the Guarantors shall so advise the Initial Purchasers and the underwriters, if any, and each selling Holder promptly and, if requested by such Persons, shall confirm such advice in writing;

(xii)prior to any public offering of Transfer Restricted Securities, cooperate with the selling Holders, the underwriter(s), if any, and their respective counsel in connection with the registration and qualification of the Transfer Restricted Securities under the state securities or blue sky laws of such jurisdictions as the selling Holders or underwriter(s), if any, may request and do any and all other acts or things necessary or advisable to enable the disposition in such jurisdictions of the Transfer Restricted Securities covered by the Shelf Registration Statement; provided, however, that none of the Issuers or the Guarantors shall be required to register or qualify as a foreign corporation where it is not then so qualified or to take any action that would subject it to the service of process in suits or to taxation, other than as to matters and transactions relating to the Registration Statement, in any jurisdiction where it is not then so subject;

(xiii)shall issue, upon the request of any Holder of Transfer Restricted Securities covered by the Shelf Registration Statement, Exchange Securities having an aggregate principal amount equal to the aggregate principal amount of Transfer Restricted Securities surrendered to the Issuers by such Holder in exchange therefor or being sold by such Holder; such Exchange Securities to be registered in the name of such Holder or in the name of the purchaser(s) of such Securities, as the case may be; in return, the Transfer Restricted Securities held by such Holder shall be surrendered to the Issuers for cancellation;

(xiv)cooperate with the selling Holders and the underwriter(s), if any, to facilitate the timely preparation and delivery of certificates representing Transfer Restricted Securities to be sold and not bearing any restrictive legends; and enable such Transfer Restricted Securities to be in such denominations and registered in such names as the Holders or the underwriter(s), if any, may request at least two Business Days prior to any sale of Transfer Restricted Securities made by such Holders or underwriter(s);

(xv)use their reasonable best efforts to cause the Transfer Restricted Securities covered by the Registration Statement to be registered with or approved by such other governmental agencies or authorities as may be necessary to enable the seller or sellers

13

thereof or the underwriter(s), if any, to consummate the disposition of such Transfer Restricted Securities, subject to the proviso contained in Section 6(c)(xii) hereof;

(xvi)if any fact or event contemplated by Section 6(c)(iii)(D) hereof shall exist or have occurred, prepare a supplement or post-effective amendment to the Registration Statement or related Prospectus or any document incorporated therein by reference or file any other required document so that, as thereafter delivered to the purchasers of Transfer Restricted Securities, the Prospectus will not contain an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein not misleading;

(xvii)provide a CUSIP number for all Securities not later than the effective date of the Registration Statement covering such Securities and provide the Trustee under the Indenture with printed certificates for such Securities which are in a form eligible for deposit with the Depository Trust Company and take all other action necessary to ensure that all such Securities are eligible for deposit with the Depository Trust Company;

(xviii)cooperate and assist in any filings required to be made with FINRA and in the performance of any due diligence investigation by any underwriter (including any “qualified independent underwriter”) that is required to be retained in accordance with the rules and regulations of FINRA;

(xix)otherwise use their reasonable best efforts to comply with all applicable rules and regulations of the Commission, and make generally available to their security holders, as soon as practicable, a consolidated earnings statement meeting the requirements of Rule 158 of the Securities Act (which need not be audited) for the twelve-month period (A) commencing at the end of any fiscal quarter in which Transfer Restricted Securities are sold to underwriters in a firm commitment or best efforts Underwritten Offering or (B) if not sold to underwriters in such an offering, beginning with the first month of the Issuers’ first fiscal quarter commencing after the effective date of the Registration Statement;

(xx)cause the Indenture to be qualified under the Trust Indenture Act not later than the effective date of the first Registration Statement required by this Agreement, and, in connection therewith, cooperate with the Trustee and the Holders of Securities to effect such changes to the Indenture as may be required for such Indenture to be so qualified in accordance with the terms of the Trust Indenture Act; and to execute and use their reasonable best efforts to cause the Trustee to execute, all documents that may be required to effect such changes and all other forms and documents required to be filed with the Commission to enable such Indenture to be so qualified in a timely manner;

(xxi)cause all Securities covered by the Registration Statement to be listed on each securities exchange or automated quotation system on which similar securities issued by the Issuers are then listed if requested by the Holders of a majority in aggregate principal amount of Securities or the managing underwriter(s), if any; and

14

(xxii)provide promptly to each Holder upon request each document filed with the Commission pursuant to the requirements of Section 13 and Section 15 of the Exchange Act.

Each Holder agrees by acquisition of a Transfer Restricted Security that, upon receipt of any notice from the Issuers of the existence of any fact of the kind described in Section 6(c)(iii)(D) hereof, such Holder will forthwith discontinue disposition of Transfer Restricted Securities pursuant to the applicable Registration Statement until such Holder’s receipt of the copies of the supplemented or amended Prospectus contemplated by Section 6(c)(xvi) hereof, or until it is advised in writing (the “Advice”) by the Issuers that the use of the Prospectus may be resumed, and has received copies of any additional or supplemental filings that are incorporated by reference in the Prospectus.  If so directed by the Issuers, each Holder will deliver to the Issuers (at the Issuers’ expense) all copies, other than permanent file copies then in such Holder’s possession, of the Prospectus covering such Transfer Restricted Securities that was current at the time of receipt of such notice.  In the event the Issuers shall give any such notice, the time period regarding the effectiveness of such Registration Statement set forth in Section 3 or 4 hereof, as applicable, shall be extended by the number of days during the period from and including the date of the giving of such notice pursuant to Section 6(c)(iii)(D) hereof to and including the date when each selling Holder covered by such Registration Statement shall have received the copies of the supplemented or amended Prospectus contemplated by Section 6(c)(xvi) hereof or shall have received the Advice; provided, however, that no such extension shall be taken into account in determining whether Additional Interest is due pursuant to Section 5 hereof or the amount of such Additional Interest, it being agreed that the Issuers’ option to suspend use of a Registration Statement pursuant to this paragraph shall be treated as a Registration Default for purposes of Section 5 hereof.

SECTION 7.Registration Expenses.

(a)All expenses incident to the Issuers’ and the Guarantors’ performance of or compliance with this Agreement will be borne by the Issuers and the Guarantors, jointly and severally, regardless of whether a Registration Statement becomes effective, including, without limitation: (i) all registration and filing fees and expenses (including filings made by the Initial Purchasers or Holder with FINRA (and, if applicable, the fees and expenses of any “qualified independent underwriter” and its counsel that may be required by the rules and regulations of FINRA)); (ii) all fees and expenses of compliance with federal securities and state securities or blue sky laws; (iii) all expenses of printing (including printing certificates for the Exchange Securities to be issued in the Exchange Offer and printing of Prospectuses), messenger and delivery services and telephone; (iv) all fees and disbursements of counsel for the Issuers, the Guarantors and, subject to Section 7(b) hereof, the Holders of Transfer Restricted Securities; (v) all application and filing fees, if applicable, in connection with listing the Exchange Securities on a securities exchange or automated quotation system pursuant to the requirements thereof; (vi) all reasonable fees and disbursements of counsel for the Market Maker; and (vi) all fees and disbursements of independent certified public accountants of the Issuers and the Guarantors (including the expenses of any special audit and comfort letters required by or incident to such performance).

15

Each of the Issuers and the Guarantors will, in any event, bear their internal expenses (including, without limitation, all salaries and expenses of their officers and employees performing legal or accounting duties), the expenses of any annual audit and the fees and expenses of any Person, including special experts, retained by the Issuers or the Guarantors.

(b)In connection with any Registration Statement required by this Agreement (including, without limitation, the Exchange Offer Registration Statement and the Shelf Registration Statement), the Issuers and the Guarantors, jointly and severally, will reimburse the Initial Purchasers and the Holders of Transfer Restricted Securities being tendered in the Exchange Offer and/or resold pursuant to the “Plan of Distribution” contained in the Exchange Offer Registration Statement or registered pursuant to the Shelf Registration Statement, as applicable, for the reasonable fees and disbursements of not more than one counsel, who shall be Cahill Gordon & Reindel LLP or such other counsel as may be chosen by the Holders of a majority in principal amount of the Transfer Restricted Securities for whose benefit such Registration Statement is being prepared.

SECTION 8.Indemnification.

(a)The Issuers and the Guarantors, jointly and severally, agree to indemnify and hold harmless (A) (i) each Holder, (ii) each Person, if any, who controls (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) any Holder (any of the Persons referred to in this clause (ii) being hereinafter referred to as a “controlling person”), (iii) the respective officers, directors, partners, employees, representatives and agents of any Holder or any controlling person and (iv) the Market Maker (any Person referred to in clause (i), (ii), (iii) or (iv) may hereinafter be referred to as an “Indemnified Holder”), to the fullest extent lawful, from and against any and all losses, claims, damages, liabilities, judgments, actions and expenses (including, without limitation, and as incurred, reimbursement of all reasonable costs of investigating, preparing, pursuing, settling, compromising, paying or defending any claim or action, or any investigation or proceeding by any governmental agency or body, commenced or threatened, including the reasonable fees and expenses of counsel to any Indemnified Holder), joint or several, directly or indirectly caused by, related to, based upon, arising out of or in connection with any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement or Prospectus (or any amendment or supplement thereto), or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages, liabilities or expenses are caused by an untrue statement or omission or alleged untrue statement or omission that is made in reliance upon and in conformity with information relating to any of the Holders or the Market Maker furnished in writing to the Issuers by any of the Holders or the Market Maker expressly for use therein and (B) the Market Maker from and against any and all losses, claims, damages and liabilities (including, without limitation, legal fees and other expenses incurred in connection with any suit, action or proceeding or any claim asserted, as such fees and expenses are incurred), that arise out of, or are based upon, any breach by the Issuers of their representations, warranties and agreements contained in Annex A hereof.  This indemnity agreement shall be in addition to any liability which the Issuers or any of the Guarantors may otherwise have.

16

In case any action or proceeding (including any governmental or regulatory investigation or proceeding) shall be brought or asserted against any of the Indemnified Holders with respect to which indemnity may be sought against the Issuers or the Guarantors, such Indemnified Holder (or the Indemnified Holder controlled by such controlling person) shall promptly notify the Issuers and the Guarantors in writing; provided, however, that the failure to give such notice shall not relieve any of the Issuers or the Guarantors of their obligations pursuant to this Agreement.  Such Indemnified Holder shall have the right to employ its own counsel in any such action and the fees and expenses of such counsel shall be paid, as incurred, by the Issuers and the Guarantors (regardless of whether it is ultimately determined that an Indemnified Holder is not entitled to indemnification hereunder).  The Issuers and the Guarantors shall not, in connection with any one such action or proceeding or separate but substantially similar or related actions or proceedings in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys (in addition to any local counsel) at any time for such Indemnified Holders.  Any such firm (x) for the Market Maker, its affiliates, directors and officers and any control Persons of the Market Maker shall be designated by the Representative and (y) for each Holder, any controlling person or the respective officers, directors, partners, employees, representatives and agents of any Holder or any controlling person shall be designated by the Holders.  The Issuers and the Guarantors shall be liable for any settlement of any such action or proceeding effected with the Issuers’ and the Guarantors’ prior written consent, which consent shall not be withheld unreasonably, and each of the Issuers and the Guarantors agrees to indemnify and hold harmless any Indemnified Holder from and against any loss, claim, damage, liability or expense by reason of any settlement of any action effected with the written consent of the Issuers and the Guarantors.  The Issuers and the Guarantors shall not, without the prior written consent of each Indemnified Holder, settle or compromise or consent to the entry of judgment in or otherwise seek to terminate any pending or threatened action, claim, litigation or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not any Indemnified Holder is a party thereto), unless such settlement, compromise, consent or termination includes an unconditional release of each Indemnified Holder from all liability arising out of such action, claim, litigation or proceeding.

(b)Each Holder of Transfer Restricted Securities agrees, severally and not jointly, to indemnify and hold harmless (i) the Issuers, the Guarantors and their respective directors, officers of each of the Issuers and the Guarantors who sign a Registration Statement, and (ii) any Person controlling (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) the Issuers or any of the Guarantors, and the respective officers, directors, partners, employees, representatives and agents of each such Person (any Person referred to in clause (i) or (ii) may hereinafter be referred to as an “Issuer Indemnified Party”), to the same extent as the foregoing indemnity from the Issuers and the Guarantors to each of the Indemnified Holders, but only with respect to claims and actions based on information relating to such Holder furnished in writing by such Holder expressly for use in any Registration Statement.  In case any action or proceeding shall be brought against an Issuer Indemnified Party in respect of which indemnity may be sought against a Holder of Transfer Restricted Securities, such Holder shall have the rights and duties given the Issuers and the Guarantors, and the Issuer Indemnified Party shall have the rights and duties given to each Holder by the preceding paragraph.

17

(c)The Market Maker Agrees to indemnify and hold harmless (i) the Issuers, the Guarantors and their respective directors, officers of each of the Issuers and the Guarantors who sign the Market Making Registration Statement, and (ii) any Person controlling (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) the Issuers or any of the Guarantors, and the respective officers, directors, partners, employees, representatives and agents of each such Person (any Person referred to in clause (i) or (ii) may hereinafter be referred to as an “Issuer Indemnified Party”), to the same extent as the foregoing indemnity from the Issuers and the Guarantors to each of the Indemnified Holders, but only with respect to claims and actions based on information relating to the Market Maker furnished in writing by the Market Maker expressly for use in the Market Making Registration Statement and any Prospectus.  In case any action or proceeding shall be brought against an Issuer Indemnified Party in respect of which indemnity may be sought against the Market Maker, the Market Maker shall have the rights and duties given the Issuers and the Guarantors, and the Issuer Indemnified Party shall have the rights and duties given to the Market Maker under Section 8(a) hereof.

(d)If the indemnification provided for in this Section 8 is unavailable to an indemnified party under Section 8(a) (b) or (c) hereof (other than by reason of exceptions provided in those Sections) in respect of any losses, claims, damages, liabilities, judgments, actions or expenses referred to therein, then each applicable indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages, liabilities, judgments or expenses in such proportion as is appropriate to reflect the relative benefits received by the Issuers and the Guarantors, on the one hand, and the Holders or the Market Maker, on the other hand, from the Initial Placement (which in the case of the Issuers and the Guarantors shall be deemed to be equal to the total gross proceeds to the Issuers and the Guarantors from the Initial Placement), the amount of Additional Interest which did not become payable as a result of the filing of the Registration Statement resulting in such losses, claims, damages, liabilities, judgments, actions or expenses, and such Registration Statement, or if such allocation is not permitted by applicable law, the relative fault of the Issuers and the Guarantors, on the one hand, and the Holders or the Market Maker, on the other hand, in connection with the statements or omissions which resulted in such losses, claims, damages, liabilities or expenses, as well as any other relevant equitable considerations.  The relative fault of the Issuers and the Guarantors on the one hand and of the Holders or the Market Maker on the other shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Issuers or any of the Guarantors, on the one hand, or the Holders or the Market Maker, on the other hand, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission.  The amount paid or payable by a party as a result of the losses, claims, damages, liabilities and expenses referred to above shall be deemed to include, subject to the limitations set forth in the second paragraph of Section 8(a) hereof, any legal or other fees or expenses reasonably incurred by such party in connection with investigating or defending any action or claim.

The Issuers, the Guarantors, each Holder of Transfer Restricted Securities and the Market Maker agree that it would not be just and equitable if contribution pursuant to this Section 8(c) were determined by pro rata allocation (even if the Holders were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations

18

referred to in the immediately preceding paragraph.  The amount paid or payable by an indemnified party as a result of the losses, claims, damages, liabilities or expenses referred to in the immediately preceding paragraph shall be deemed to include, subject to the limitations set forth above, any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim.  Notwithstanding the provisions of this Section 8, none of the Holders (and its related Indemnified Holders) or the Market Maker shall be required to contribute, in the aggregate, any amount in excess of the amount by which the total discount with respect to the Securities received by such Holder or the Securities received by the Market Maker exceeds the amount of any damages which such Holder or the Market Maker has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission.  No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation.  The Holders’ obligations to contribute pursuant to this Section 8(c) are several in proportion to the respective principal amount of Securities held by each of the Holders hereunder and not joint.

SECTION 9.Rule 144A.  Each of the Issuers and the Guarantors hereby agrees with each Holder, for so long as any Transfer Restricted Securities remain outstanding, to make available to any Holder or beneficial owner of Transfer Restricted Securities in connection with any sale thereof and any prospective purchaser of such Transfer Restricted Securities from such Holder or beneficial owner, the information required by Rule 144A(d)(4) under the Securities Act in order to permit resales of such Transfer Restricted Securities pursuant to Rule 144A under the Securities Act.

SECTION 10.Participation in Underwritten Registrations.  No Holder may participate in any Underwritten Registration hereunder unless such Holder (a) agrees to sell such Holder’s Transfer Restricted Securities on the basis provided in any underwriting arrangements approved by the Persons entitled hereunder to approve such arrangements and (b) completes and executes all reasonable questionnaires, powers of attorney, indemnities, underwriting agreements, lock-up letters and other documents required under the terms of such underwriting arrangements.

SECTION 11.Selection of Underwriters.  The Holders of Transfer Restricted Securities covered by the Shelf Registration Statement who desire to do so may sell such Transfer Restricted Securities in an Underwritten Offering.  In any such Underwritten Offering, the investment banker(s) and managing underwriter(s) that will administer such offering will be selected by the Holders of a majority in aggregate principal amount of the Transfer Restricted Securities included in such offering; provided, however, that such investment banker(s) and managing underwriter(s) must be reasonably satisfactory to the Issuers.

19

SECTION 12.Miscellaneous.

(a)Remedies.  Each of the Issuers and the Guarantors hereby agrees that monetary damages would not be adequate compensation for any loss incurred by reason of a breach by it of the provisions of this Agreement and hereby agree to waive the defense in any action for specific performance that a remedy at law would be adequate.

(b)No Inconsistent Agreements.  Each of the Issuers and the Guarantors will not on or after the date of this Agreement enter into any agreement with respect to their securities that is inconsistent with the rights granted to the Holders or the Market Maker in this Agreement or otherwise conflicts with the provisions hereof.  Neither the Issuers nor any of the Guarantors has previously entered into any agreement granting any registration rights with respect to their securities to any Person that would conflict with this Agreement.  The rights granted to the Holders and the Market Maker hereunder do not in any way conflict with and are not inconsistent with the rights granted to the holders of the Issuers’ or any of the Guarantors’ securities under any agreement in effect on the date hereof.

(c)Adjustments Affecting the Securities.  The Issuers will not take any action, or permit any change to occur, with respect to the Securities that would materially and adversely affect the ability of the Holders to Consummate any Exchange Offer.

(d)Amendments and Waivers.  The provisions of this Agreement may not be amended, modified or supplemented, and waivers or consents to or departures from the provisions hereof may not be given unless the Issuers have (i) in the case of Section 5 hereof and this Section 12(d)(i) obtained the written consent of Holders of all outstanding Transfer Restricted Securities, (ii) in the case of any of the provisions of (x) Annex A hereof or (y) Section 8 hereof as they relate to the Market Maker, the written consent of the Market Maker and (iii) in the case of all other provisions hereof (including Section 8 hereof as it relates to the Holders), obtained the written consent of Holders of a majority of the outstanding principal amount of Transfer Restricted Securities (excluding any Transfer Restricted Securities held by the Issuers or their Affiliates).  Notwithstanding the foregoing, a waiver or consent to departure from the provisions hereof that relates exclusively to the rights of Holders whose securities are being tendered pursuant to the Exchange Offer and that does not affect directly or indirectly the rights of other Holders whose securities are not being tendered pursuant to such Exchange Offer may be given by the Holders of a majority of the outstanding principal amount of Transfer Restricted Securities being tendered or registered; provided, however, that, with respect to any matter that directly or indirectly affects the rights of the Initial Purchasers or the Market Maker hereunder, the Issuers shall obtain the written consent of the Initial Purchasers and the Market Maker with respect to which such amendment, qualification, supplement, waiver, consent or departure is to be effective.

(e)Notices.  All notices and other communications provided for or permitted hereunder shall be made in writing by hand-delivery, first-class mail (registered or certified, return receipt requested), telex, telecopier, or air courier guaranteeing overnight delivery:

(i)if to a Holder, at the address set forth on the records of the Registrar under the Indenture, with a copy to the Registrar under the Indenture; and

20

(ii)If to the Issuers or the Guarantors:

Tops Holding Corporation
P.O. Box 1027
Buffalo, New York  14240-1027
Facsimile:  (716) 635-5102
Attention:  Kevin Darrington

with a copy to:

Shearman & Sterling LLP
599 Lexington Avenue
New York, New York 10022
Facsimile:  (212) 848-7179
Attention:  Michael Benjamin, Esq.

(iii)If to the Market Maker:

Morgan Stanley & Co. Incorporated
1585 Broadway
New York, New York  10036
Facsimile:  (212) 761-0260
Attention:  Legal Department

All such notices and communications shall be deemed to have been duly given:  at the time delivered by hand, if personally delivered; five Business Days after being deposited in the mail, postage prepaid, if mailed; when answered back, if telexed; when receipt acknowledged, if telecopied; and on the next Business Day, if timely delivered to an air courier guaranteeing overnight delivery.

Copies of all such notices, demands or other communications shall be concurrently delivered by the Person giving the same to the Trustee at the address specified in the Indenture.

(f)Successors and Assigns.  This Agreement shall inure to the benefit of and be binding upon the successors and assigns of each of the parties, including, without limitation, and without the need for an express assignment, subsequent Holders of Transfer Restricted Securities; provided, however, that this Agreement shall not inure to the benefit of or be binding upon a successor or assign of a Holder unless and to the extent such successor or assign acquired Transfer Restricted Securities from such Holder.

(g)Counterparts.  This Agreement may be executed in any number of counterparts and by the parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.

21

(h)Headings.  The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof.

(i)Governing Law.  THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE CONFLICTS OF LAW RULES THEREOF.

(j)Severability.  In the event that any one or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal or unenforceable, the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions contained herein shall not be affected or impaired thereby.

(k)Entire Agreement.  This Agreement is intended by the parties as a final expression of their agreement and intended to be a complete and exclusive statement of the agreement and understanding of the parties hereto in respect of the subject matter contained herein.  There are no restrictions, promises, warranties or undertakings, other than those set forth or referred to herein with respect to the registration rights granted by the Issuers with respect to the Transfer Restricted Securities.  This Agreement supersedes all prior agreements and understandings between the parties with respect to such subject matter.

22

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

TOPS HOLDING CORPORATION
By:	/s/ Eric Kanter
	Name:	Eric Kanter
	Title:	Vice President
TOPS MARKETS, LLC
By:	/s/ Frank Curci
	Name:	Frank Curci
	Title:	Chief Executive Officer
TOPS PT, LLC
By:	/s/ Frank Curci
	Name:	Frank Curci
	Title:	Chief Executive Officer
TOPS GIFT CARD COMPANY, LLC
By:	/s/ Frank Curci
	Name:	Frank Curci
	Title:	President

23

The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written:

MORGAN STANLEY & CO. INCORPORATED

Acting on behalf of itself
and as the Representative of
the several Initial Purchasers

By:	Morgan Stanley & Co. Incorporated
	By:	/s/ Paul B. Franks
		Managing Director

Annex A

Market Making.

(a)For so long as any of the Securities or Exchange Securities are outstanding and the Representative (in such capacity, the “Market Maker”) or any of its affiliates (as defined in the rules and regulations of the Commission) owns any equity securities of the Issuers, the Guarantors or any of their affiliates and proposes to make a market in the Securities or Exchange Securities as part of its business in the ordinary course, the following provisions shall apply for the sole benefit of the Market Maker:

(i)The Issuers and the Guarantors shall (A) on the date that the Exchange Offer Registration Statement or, if required hereby, the Shelf Registration Statement is filed with the Commission, file a registration statement (the “Market Making Registration Statement”) (which may be the Exchange Offer Registration Statement or the Shelf Registration Statement if permitted by the rules and regulations of the Commission) and use their reasonable best efforts to cause such Market Making Registration Statement to be declared effective by the Commission on or prior to the consummation of the Exchange Offer or the initial effective date of the Shelf Registration Statement, as applicable; (B) periodically amend such Market Making Registration Statement so that the information contained therein complies with the requirements of Section 10(a) under the Securities Act; (C) amend the Market Making Registration Statement or amend or supplement the related Prospectus when necessary to reflect any material changes in the information provided therein; and (D) amend the Market Making Registration Statement when required to do so in order to comply with Section 10(a)(3) of the Securities Act; provided, however, that (1) prior to filing the Market Making Registration Statement, any amendment thereto or any amendment or supplement to the related Prospectus, the Issuers will furnish to the Market Maker copies of all such documents proposed to be filed, which documents will be subject to the review of the Market Maker and its counsel and (2) the Issuers and the Guarantors will not file the Market Making Registration Statement, any amendment thereto or any amendment or supplement to the related Prospectus to which the Market Maker and its counsel shall reasonably object unless the Issuers are advised by counsel that such Market Making Registration Statement or any such amendment or supplement is required to be filed under applicable securities laws and the Issuers will provide the Market Maker and its counsel with copies of the Market Making Registration Statement and each amendment and supplement filed.

(ii)The Issuers shall notify the Market Maker and, if requested by the Market Maker, confirm such advice in writing, (A) when any Market Making Registration Statement, any post-effective amendment to the Market Making Registration Statement or any amendment or supplement to the related Prospectus has been filed, and, with respect to any Market Making Registration Statement or any post-effective amendment, when the same has become effective; (B) of any request by the Commission for any post-effective amendment to the Market Making Registration Statement, any supplement or amendment to the related Prospectus or for additional information; (C) of the issuance by the Commission of any stop order suspending the effectiveness of the Market Making

Registration Statement or the initiation of any proceedings for that purpose, including the receipt by the Issuers of any notice of objection of the Commission to the use of the Market Making Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act; (D) of the receipt by the Issuers of any notification with respect to the suspension of the qualification of the Securities or Exchange Securities for sale in any jurisdiction or the initiation or threatening of any proceedings for such purpose; and (E) of the happening of any material event that makes any statement made in the Market Making Registration Statement, the related Prospectus or any amendment or supplement thereto untrue or that requires the making of any changes in the Market Making Registration Statement, such Prospectus or any amendment or supplement thereto, in order to make the statements therein not misleading.

(iii)If any event contemplated by (a)(ii)(B) through (E) of this Annex A occurs during the period for which the Issuers and the Guarantors are required to maintain an effective Market Making Registration Statement, the Issuers and the Guarantors shall, subject to (a)(i) of this Annex A, promptly prepare and file with the Commission a post-effective amendment to the Market Making Registration Statement or an amendment or supplement to the related Prospectus or file any other required document so that the Prospectus will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

(iv)In the event of the issuance of any stop order suspending the effectiveness of the Market Making Registration Statement, any notice of objection pursuant to Rule 401(g)(2) under the Securities Act or any order suspending the qualification of the Securities or Exchange Securities for sale in any jurisdiction, the Issuers and the Guarantors shall promptly use their reasonable best efforts to obtain the withdrawal or lifting of such order or the resolution of such objection, including by filing an amendment to the Market Making Registration Statement on the proper form as necessary.

(v)The Issuers shall furnish to the Market Maker, without charge, (i) at least one conformed copy of the Market Making Registration Statement and any post-effective amendment thereto; and (ii) as many copies of the related Prospectus and any amendment or supplement thereto as the Market Maker may reasonably request.

(vi)The Issuers and the Guarantors shall consent to the use of the Prospectus contained in the Market Making Registration Statement or any amendment or supplement thereto by the Market Maker in connection with its market-making activities.

(vii)Notwithstanding the foregoing provisions of this Annex A, the Issuers and the Guarantors may for valid business reasons, including without limitation, a potential material acquisition, divestiture of assets or other material corporate transaction, notify the Market Maker in writing that the Market Making Registration Statement is no longer effective or the Prospectus included therein is no longer usable for offers and sales of Securities or Exchange Securities; provided that the use of the Market Making Registration Statement or the Prospectus contained therein shall not be suspended for more than 60 days (whether or not consecutive) in the aggregate in any 12-month period.  The Market

2

Maker agrees that upon receipt of any notice from the Issuers pursuant to this clause (a)(vii), it will discontinue use of the Prospectus contained in the Market Making Registration Statement until receipt of copies of the supplemented or amended Prospectus relating thereto or until advised in writing by the Issuers that the use of the Prospectus contained in the Market Making Registration Statement may be resumed.

(b)In connection with the Market Making Registration Statement, the Issuers shall (i) make available for inspection by a representative of, and counsel acting for, the Market Maker, at reasonable times and in a reasonable manner, all pertinent financial and other records, documents and properties of the Issuers and their subsidiaries and (ii) cause the respective officers, directors and employees of the Issuers and the Guarantors to supply all relevant information reasonably requested by such representative or counsel or the Market Maker; provided that if any such information is identified by the Issuers or any Guarantor as being confidential or proprietary, each Person receiving such information shall take such actions as are reasonably necessary to protect the confidentiality of such information to the extent such action is otherwise not inconsistent with, an impairment of or in derogation of the rights and interests of any Market Maker.

(c)Prior to the initial effective date of the Market Making Registration Statement, the Issuers and the Guarantors shall use their reasonable best efforts to register or qualify the Securities or Exchange Securities for offer and sale under all applicable state securities or blue sky laws of such jurisdictions as the Market Maker reasonably requests in writing, cooperate with the Market Maker in connection with any filings required to be made with FINRA and do any and all other acts or things that may be reasonably necessary or advisable to enable the offer and sale in such jurisdictions of the Securities or Exchange Securities covered by the Market Making Registration Statement; provided that the Issuers and the Guarantors shall not be required to (i) qualify as a foreign corporation or other entity or as a dealer in securities in any jurisdiction where it would not otherwise be required to so qualify, (ii) file any general consent to subject itself to service of process in any such jurisdictions or (iii) subject itself to taxation in any such jurisdiction if it is not so then subject.

(d)The Issuers and the Guarantors represent and agree that the Market Making Registration Statement, any post-effective amendments thereto, any amendments or supplements to the related Prospectus and any documents filed by them under the Exchange Act will, when they become effective or are filed with the Commission, as the case may be, conform in all material respects to the requirements of the Securities Act and the Exchange Act and the rules and regulations of the Commission thereunder and will not, as of each effective date of such Market Making Registration Statement or post-effective amendments and as of the filing date of any amendments or supplements to such Prospectus or filings under the Exchange Act, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that no representation or warranty is made as to information contained in or omitted from the Market Making Registration Statement or the related Prospectus in reliance upon and in conformity with written information furnished to the Issuers by the Market Maker specifically for inclusion therein, which information the parties hereto agree will be limited to the statements concerning the market-making activities of the Market Maker to be set

3

forth on the cover page and in the “Plan of Distribution” section of the Prospectus (the “Market Maker’s Information”).

(e)At the time of initial effectiveness of the Market Making Registration Statement and concurrently with each time the Market Making Registration Statement shall be amended by post-effective amendment, including by the filing of an annual report incorporated by reference into the Market Making Registration Statement, or the related Prospectus shall be amended or supplemented, the Issuers shall (if requested by the Market Maker) furnish the Market Maker with a certificate of its Chief Executive Officer, Chairman of the Board of Directors, President or Chief Financial Officer to the effect that:

(i)the Market Making Registration Statement has been declared effective;

(ii)in the case of an amendment to the Market Making Registration Statement, such amendment has become effective under the Securities Act as of the date and time specified in such certificate, if applicable; and in the case of an amendment or supplement to the Prospectus, such amendment or supplement to the Prospectus was filed with the Commission pursuant to the subparagraph of Rule 424(b) under the Securities Act specified in such certificate on the date specified therein;

(iii)to the knowledge of such officers, no stop order suspending the effectiveness of the Market Making Registration Statement has been issued, including any notice of objection of the Commission to the use of the Market Making Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act, and no proceeding for that purpose is pending or threatened by the Commission; and

(iv)such officers have carefully examined the Market Making Registration Statement and the Prospectus (and, in the case of an amendment or supplement, such amendment or supplement) and, to the knowledge of such officer, as of the applicable effective date of such Market Making Registration Statement, or the date of such amendment or supplement, as applicable, the Market Making Registration Statement and the Prospectus, as amended or supplemented, if applicable, did not include any untrue statement of a material fact and did not omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading.

(f)The Issuers and the Guarantors, on the one hand, and the Market Maker, on the other hand, hereby agree to indemnify each other, and, if applicable, contribute to the other, in accordance with Section 8 of this Agreement.

(g)The Issuers and the Guarantors will comply with the provisions of this Annex A at their own expense and will reimburse the Market Maker for its expenses associated with this Annex A (including reasonable fees of counsel for the Market Maker).

(h)The agreements contained in this Annex A and the representations, warranties and agreements contained in this Agreement shall survive all offers and sales of the Securities and Exchange Securities and shall remain in full force and effect, regardless of any termination or

4

cancellation of this Agreement or any investigation made by or on behalf of any indemnified party.

(i)For purposes of this Annex A, (i) any reference to the terms “amend”, “amendment” or “supplement” with respect to the Market Making Registration Statement or the Prospectus contained therein shall be deemed to refer to and include the filing under the Exchange Act of any document deemed to be incorporated therein by reference and (ii) any reference to the terms “Securities” or “Exchange Securities” shall be deemed to refer to and include any securities issued in exchange for or with respect to such Securities or Exchange Securities.

5

EX-4.6

Exhibit 4.6

EXECUTION VERSION

INTERCREDITOR AGREEMENT

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 subsidiary that becomes a party hereto after the date hereof, each a “Company Subsidiary”, and, collectively, the “Company Subsidiaries”).  Capitalized terms used in this Agreement have the meanings assigned to them in Article 1.

RECITALS

The Issuers, the Company Subsidiaries, the ABL Lenders, and the Initial ABL Agent have entered into that certain senior secured asset based revolving credit facility, dated as of October 9, 2009 (as amended, restated, supplemented, modified, replaced, or refinanced from time to time, the “Initial ABL Credit Agreement”);

The Issuers have issued, or will issue 10 1/8% senior secured notes due 2015 in a principal amount of $275,000,000 (the “Initial Notes”) under an indenture, dated as of October 9, 2009 (as amended, restated, supplemented, modified, replaced, or refinanced from time to time, the “Indenture”) among the Issuers, each Company Subsidiary, the Trustee and Notes Agent;

The Issuers may from time to time following the date hereof issue Additional Pari Passu Notes Obligations to the extent permitted by the ABL Credit Agreement and the Indenture; and

In order to induce the ABL Agent and the ABL Lenders to consent to the Grantors incurring the Note Obligations and granting the Liens to the Notes Agent and in order to induce the Notes Agent and the Noteholders to consent to the Grantors incurring the ABL Obligations and granting the Liens to the ABL Agent, the ABL Agent, on behalf of the ABL Lenders, and the Notes Agent, on behalf of the Noteholders, have agreed to the relative priority of their respective Liens on the Collateral and certain other rights, priorities and interests as set forth in this Agreement.

AGREEMENT

In consideration of the foregoing, the mutual covenants and obligations herein set forth and for other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:

I.
DEFINITIONS.

1.1.Defined Terms.  As used in this Agreement, the following terms shall have the following meanings:

“ABL Agent” means the Initial ABL Agent and any successor or other agent under any ABL Credit Agreement.

“ABL Claimholders” means, at any relevant time, the holders of ABL Obligations at that time, including, without limitation, the ABL Lenders and the ABL Agent under the ABL Credit Agreement and the Bank Product Providers.

“ABL Collateral” means all of the assets and property of any Grantor, whether real, personal or mixed, with respect to which a Lien is granted as security for any ABL Obligations.

“ABL Credit Agreement” means collectively, (a) the Initial ABL Credit Agreement and (b) any other credit agreement or credit agreements, one or more debt facilities, and/or commercial paper facilities, in each case, with banks or other lenders providing for revolving credit loans, term loans, receivables financing (including through the sale of receivables to such lenders or to special purpose entities formed to borrow from (or sell such receivables to) such lenders), letters of credit, bankers’ acceptances, or other borrowings, that have been incurred to increase, replace (whether upon or after termination or otherwise), refinance or refund in whole or in part from time to time the Obligations outstanding under the Initial ABL Credit Agreement or any other agreement or instrument referred to in this clause, whether or not such increase, replacement, refinancing or refunding occurs (i) with the original parties thereto, (ii) on one or more separate occasions or (iii) simultaneously or not with the termination or repayment of the Initial ABL Credit Agreement or any other agreement or instrument referred to in this clause, unless such agreement or instrument expressly provides that it is not intended to be and is not an ABL Credit Agreement, or such agreement or instrument is not a Permitted Refinancing Agreement.  Any reference to the ABL Credit Agreement hereunder shall be deemed a reference to any ABL Credit Agreement then in existence.

“ABL Default” means an “Event of Default” (as defined in the ABL Credit Agreement).

“ABL Lenders” means the “Lenders” under and as defined in the ABL Credit Agreement or any other Person which extends credit under the ABL Credit Agreement.

“ABL Loan Documents” means the ABL Credit Agreement and the “Loan Documents” (as defined in the ABL Credit Agreement), including Bank Products, and each of the other agreements, documents and instruments executed pursuant thereto, and any other document or instrument executed or delivered at any time in connection with the ABL Credit Agreement or any Bank Products, including any intercreditor or joinder agreement among holders of ABL Obligations, to the extent such are effective at the relevant time, as each may be amended, restated, supplemented, modified, renewed, extended or Refinanced from time to time in accordance with the provisions of this Agreement.

2

“ABL Mortgages” means a collective reference to each mortgage, deed of trust and other document or instrument under which any Lien on real property owned or leased by any Grantor is granted to secure any ABL Obligations or under which rights or remedies with respect to any such Liens are governed.

“ABL Obligations” means all Obligations outstanding under the ABL Credit Agreement and the other ABL Loan Documents, including any Bank Products.  “ABL Obligations” shall include all interest, fees and expenses accrued or accruing (or which would, absent commencement of an Insolvency or Liquidation Proceeding, accrue) after commencement of an Insolvency or Liquidation Proceeding in accordance with the rate specified in the relevant ABL Loan Document whether or not the claim for such interest is allowed as a claim in such Insolvency or Liquidation Proceeding.

“ABL Priority Collateral” means all now-owned or hereafter acquired ABL Collateral that constitutes:

(a)all Accounts, other than Accounts which constitute identifiable Proceeds which arise from the sale, license, assignment or other disposition of Notes Priority Collateral;

(b)all Chattel Paper, other than Chattel Paper which constitutes identifiable Proceeds of Notes Priority Collateral;

(c)all (x) Deposit Accounts (other than the Notes Collateral Account and Notes Trust Monies) and money and all cash, checks, other negotiable instruments, funds and other evidences of payments held therein (other than the Notes Collateral Account and Notes Trust Monies), and (y) Securities Accounts and Security Entitlements and securities credited thereto (other than the Notes Collateral Account and Notes Trust Monies), and, in each case, all cash, checks and other property held therein or credited thereto;

(d)all Inventory;

(e)all Prescription Lists;

(f)to the extent relating to, evidencing or governing any of the items referred to in the preceding clauses (a) through (e) of this definition, all Documents, General Intangibles (other than Intellectual Property except as set forth in clause (e) above), Instruments (including promissory notes) and Commercial Tort Claims;

(g)to the extent relating to any of the items referred to in the preceding clauses (a) through (f) above, all Supporting Obligations and Letter of Credit Rights;

(h)all books and records relating to the items referred to in the preceding clauses (a) through (g) above (including all books, databases, customer lists, and records, whether tangible or electronic, which contain any information relating to any of the items referred to in the preceding clauses (a) through (g)); and

3

(i)subject to Section 3.5, all Proceeds of any of the foregoing, including collateral security and guarantees with respect to any of the foregoing and all cash, Money, insurance proceeds, Instruments, Securities, Financial Assets and Deposit Accounts constituting Proceeds of the foregoing.

“ABL Security Documents” means any agreement, document or instrument pursuant to which a Lien is granted securing any ABL Obligations or under which rights or remedies with respect to such Liens are governed.

“ABL Standstill Period” has the meaning set forth in Section 3.2(a)(i).

“Access Period” means for each parcel of Mortgaged Premises, the period, after the commencement of an Enforcement Period by the ABL Agent, which begins on the earlier of (a) the day on which the ABL Agent provides the Notes Agent with the written notice of its election to request access pursuant to Section 3.3(b) and (b) the fifth Business Day after the Notes Agent provides the ABL Agent with notice that the Notes Agent (or its agent) has obtained possession or control of such parcel and ends on the earliest of (i) the 270th day after the date (the “Initial Access Date”) on which the ABL Agent, or its designee, initially obtains the ability to take physical possession of, remove, or otherwise control physical access to, or actually uses, the ABL Collateral located on such Mortgaged Premises plus such number of days, if any, after the Initial Access Date that it is stayed or otherwise prohibited by law or court order from exercising remedies with respect to Collateral located on such Mortgaged Premises, and (ii) the termination of such Enforcement Period.

“Account Agreements” means any lockbox account agreement, pledged account agreement, blocked account agreement, securities account control agreement, or any similar deposit or securities account agreements among the Notes Agent and/or the ABL Agent, one or more Grantors and the relevant financial institution depository or securities intermediary.

“Accounts” means all now present and future “accounts” (as defined in Article 9 of the UCC).

“Additional Pari Passu Notes Agent” means the Person appointed to act as trustee, agent or representative for the holders of Additional Pari Passu Notes Obligations pursuant to any Additional Pari Passu Notes Agreement, it being understood and agreed that no Additional Pari Passu Notes Agent (if other than the Notes Agent) shall hold any Lien on Collateral.

“Additional Pari Passu Notes Agreement” means the indenture, credit agreement or other agreement under which any Additional Pari Passu Notes Obligations are incurred.

“Additional Pari Passu Notes Obligations” means Indebtedness of the Grantors issued following the date of this Agreement to the extent (a) such Indebtedness is permitted by the terms of the ABL Credit Agreement to be secured by Liens on the Collateral ranking pari passu with the Liens securing the Note Obligations, (b) the Grantors have granted Liens on the Collateral to secure the obligations in respect of such Indebtedness, and (c) the Additional Pari Passu Notes Agent, for the holders of such Indebtedness has executed a joinder agreement to the Note Security Agreement in the form attached thereto (or other form reasonably satisfactory to the Notes Agent) agreeing on behalf of itself and such holders to (i) be bound by the terms of this

4

Agreement applicable to them, (ii) appoint the Notes Agent to act as their collateral agent and representative hereunder and (iii) agree to be bound by the pari passu intercreditor provisions contained in the Note Security Documents entered into in connection with the Indenture (which provisions are binding on the Note Claimholders only).

“Affiliate” means, with respect to a specified Person, another Person that directly, or indirectly through one or more intermediaries, controls or is controlled by or is under common control with the Person specified.  For purposes of this definition, a Person shall be deemed to “control” or be “controlled by” a Person if such Person possesses, directly or indirectly, power to direct or cause the direction of the management or policies of such Person whether through ownership of equity interests, by contract or otherwise.

“Agents” means the ABL Agent and the Notes Agent.

“Agreement” means this Intercreditor Agreement, as amended, restated, renewed, extended, supplemented or otherwise modified from time to time.

“Bank Product Debt” means Indebtedness and other Obligations relating to Bank Products.

“Bank Product Provider” shall mean any ABL Lender or Affiliate of an ABL Lender that provides any Bank Products to any Grantor.

“Bank Products” means “Bank Products” and “Cash Management Services” as each such term is defined in the ABL Credit Agreement.

“Bankruptcy Code” means Title 11 of the United States Code entitled “Bankruptcy,” as now and hereafter in effect, or any successor statute.

“Bankruptcy Law” means the Bankruptcy Code and any similar federal, state or foreign law for the relief of debtors.

“Business Day” means a day that is a “Business Day” under both the Indenture and the ABL Credit Agreement.

“Capital Stock” means (a) in the case of a corporation, capital stock, (b) in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of capital stock, (c) in the case of a partnership, partnership interests (whether general or limited), (d) in the case of a limited liability company, membership interests and (e) any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person and all rights, warrants or options exchangeable for or convertible into any of the items described in clauses (a) through (e) above; provided that with respect to the foregoing, Capital Stock shall exclude any debt securities convertible into Capital Stock, whether or not such debt securities include any right of vote or participation with Capital Stock.

“Chattel Paper” means all present and future “chattel paper” (as defined in Article 9 of the UCC).

5

“Claimholder” means any Note Claimholder or ABL Claimholder, as applicable.

“Collateral” means any and all of the assets and property of any Grantor, whether real, personal or mixed, which constitute ABL Collateral or Notes Collateral.

“Commercial Tort Claims” means all present and future “commercial tort claims” (as defined in Article 9 of the UCC).

“Company” has the meaning assigned to that term in the Preamble to this Agreement.

“Company Subsidiary” has the meaning assigned to that term in the Preamble to this Agreement.

“Conforming Plan of Reorganization” means any Plan of Reorganization whose provisions are consistent with the provisions of this Agreement.

“Deposit Accounts” means all present and future “deposit accounts” (as defined in Article 9 of the UCC).

“DIP Financing” has the meaning assigned to that term in Section 6.1.

“Discharge of ABL Obligations” means:

(a)payment in full in cash of all ABL Obligations (other than contingent obligations or contingent indemnification obligations except as provided in clause (e) below and other than ABL Obligations constituting Bank Product Debt except as provided in clause (d) below);

(b)termination or expiration of all commitments, if any, to extend credit under the ABL Loan Documents;

(c)termination, cash collateralization (in an amount and manner reasonably satisfactory to the ABL Agent, but in no event greater than 105% of the aggregate undrawn face amount, plus commissions, fees, and expenses) or backstop of all letters of credit issued under the ABL Credit Agreement in compliance with the terms of the ABL Credit Agreement;

(d)the provision of credit support (which may include cash collateralization or support by a letter of credit therefor) for any ABL Obligations constituting Bank Product Debt (in an amount and manner and, if other than pursuant to cash collateralization, of a kind reasonably satisfactory to the providers of such Bank Product Debt); and

(e)the provision of credit support (which may include cash collateralization or support by a letter of credit) for any costs, expenses and contingent indemnification obligations consisting of ABL Obligations not yet due and payable but with respect to which a claim has been threatened or asserted under any ABL Loan Documents (in an amount and manner and, if other than pursuant to cash collateralization, of a kind reasonably satisfactory to the ABL Agent).

6

“Discharge of Note Obligations” means payment in full in cash of all Note Obligations, satisfaction and discharge of the Indenture and any Additional Pari Passu Notes Agreement or legal or covenant defeasance of the Indenture and any Additional Pari Passu Notes Agreement (other than obligations that expressly survive such satisfaction and discharge or legal or covenant defeasance).

“Disposition” means any sale, lease, exchange, transfer or other disposition of any Collateral.

“Documents” means all present and future “documents” (as defined in Article 9 of the UCC.

“Enforcement” means, collectively or individually for one or both of the ABL Agent and the Notes Agent, when an ABL Default or Note Default, as applicable, has occurred and is continuing, to enforce or attempt to enforce any right or power to repossess, replevy, attach, garnish, levy upon, collect the Proceeds of, foreclose or realize in any manner whatsoever its Lien upon, sell, liquidate or otherwise dispose of, or otherwise restrict or interfere with the use of, or exercise any remedies with respect to, or conduct any Going Out of Business Sale with respect to, any material amount of Collateral, whether by judicial enforcement of any of the rights and remedies under the ABL Loan Documents, the Note Documents and/or under any applicable law, by self-help repossession, by non-judicial foreclosure sale, lease, or other disposition, by set-off, by notification to account obligors of any Grantor, by any sale, lease, or other disposition implemented by any Grantor following an ABL Default or a Note Default, as applicable, in connection with which the ABL Agent or the Notes Agent, as applicable, has agreed to release its Liens on the subject property, or otherwise, but in all cases excluding (i) the establishment of borrowing base reserves, collateral ineligibles, or other conditions for advances, (ii) the changing of advance rates or advance sublimits, (iii) the imposition of a default rate or late fee, (iv) the collection and application of Accounts or other monies deposited from time to time in Deposit Accounts or Securities Accounts, in each case, to the extent constituting ABL Priority Collateral, against the ABL Obligations pursuant to the provisions of the ABL Loan Documents (including, without limitation, the notification of account debtors, depositary institutions or any other Person to deliver proceeds of Collateral to the ABL Agent or any “cash dominion event” or mandatory prepayment event under the ABL Loan Documents), (v) the cessation of lending pursuant to the provisions of the ABL Loan Documents, including upon the occurrence of a default on the existence of an over-advance, (vi) the filing of a proof of claim in any Insolvency or Liquidation Proceeding, (vii) the consent by the ABL Agent to disposition by any Grantor of any of the ABL Priority Collateral, and (viii) the acceleration of the Notes Obligations or the ABL Obligations.

“Enforcement Notice” means a written notice delivered, at a time when an ABL Default or Note Default has occurred and is continuing, by either the ABL Agent or the Notes Agent to the other announcing that an Enforcement Period has commenced, specifying the relevant event of default, stating the current balance of the ABL Obligations or the Note Obligations, as applicable, and requesting the current balance of the ABL Obligations or Note Obligations, as applicable, owing to the noticed party.

“Enforcement Period” means the period of time following the receipt by either the ABL Agent or the Notes Agent of an Enforcement Notice from the other until the earliest of (a) in the

7

case of an Enforcement Period commenced by the Notes Agent, the Discharge of Note Obligations, (b) in the case of an Enforcement Period commenced by the ABL Agent, the Discharge of ABL Obligations, (c) the ABL Agent or the Notes Agent (as applicable) agreeing in writing to terminate the Enforcement Period, or (d) the date on which the ABL Default or the Note Default that was the subject of the Enforcement Notice relating to such Enforcement Period has been cured to the satisfaction of the ABL Agent or the Notes Agent, as applicable, or waived in writing.

“Equipment” means, as to each Grantor, all of such Grantor’s now owned and hereafter acquired equipment, as defined in Article 9 of the UCC.

“Financial Assets” means all present and future “financial assets” (as defined in Article 9 of the UCC).

“General Intangibles” means all present and future “general intangibles” (as defined in Article 9 of the UCC).

“Going Out of Business Sale” means, following the occurrence and during the continuance of any ABL Default, any sale or liquidation of the ABL Priority Collateral consented to by the ABL Agent for purposes of permitting the Grantors to obtain funds to permanently repay the ABL Obligations in whole or in part.

“Governmental Authority” means any federal, state, municipal, national or other government, governmental department, commission, board, bureau, court, agency or instrumentality or political subdivision thereof or any entity or officer exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to any government or any court, in each case whether associated with a state of the United States, the United States, or a foreign entity or government.

“Grantors” means the Issuers, each Company Subsidiary and each other Person that has or may from time to time hereafter execute and deliver an ABL Security Document or a Note Security Document as a grantor of a security interest (or the equivalent thereof).

“Indebtedness” means and includes all Obligations that constitute “Debt,” “Indebtedness,” “Obligations,” “Liabilities” or any similar term within the meaning of the ABL Credit Agreement or the Indenture, as applicable.

“Indenture” has the meaning assigned to that term in the Recitals to this Agreement.

“Initial ABL Credit Agreement” has the meaning assigned to that term in the Recitals.

“Initial Access Date” has the meaning assigned to that term in the definition of the term “Access Period.”

“Initial Notes” has the meaning assigned to that term in the Recitals.

“Initial Use Date” has the meaning assigned to that term in the definition of the term “Use Period.”

8

“Insolvency or Liquidation Proceeding” means:

(a)any voluntary or involuntary case or proceeding under the Bankruptcy Code with respect to any Grantor;

(b)any other voluntary or involuntary insolvency, reorganization or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding with respect to any Grantor or with respect to a material portion of their respective assets, in each case, except as permitted under the ABL Credit Agreement, the Indenture and any Additional Pari Passu Notes Agreement;

(c)any composition of liabilities or similar arrangement relating to any Grantor, whether or not under a court’s jurisdiction or supervision;

(d)any liquidation, dissolution, reorganization or winding up of any Grantor, whether voluntary or involuntary, whether or not under a court’s jurisdiction or supervision, and whether or not involving insolvency or bankruptcy; or

(e)any general assignment for the benefit of creditors or any other marshalling of assets and liabilities of any Grantor.

“Instruments” means all present and future “instruments” (as defined in Article 9 of the UCC).

“Intellectual Property” means, all of the following in any jurisdiction throughout the world:  (a) patents, patent applications and inventions, including all renewals, extensions, combinations, divisions, or reissues thereof (“Patents”); (b) trademarks, service marks, trade names, trade dress, logos, internet domain names and other business identifiers, together with the goodwill symbolized by any of the foregoing, and all applications, registrations, renewals and extensions thereof (“Trademarks”); (c) copyrights and all works of authorship including all registrations, applications, renewals, extensions and reversions thereof (“Copyrights”); (d) all computer software, source code, executable code, data, databases and documentation thereof; (e) all trade secret rights in information, including trade secret rights in any formula, pattern, compilation, program, device, method, technique, or process, that (1) derives independent economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other Persons who can obtain economic value from its disclosure or use, and (2) is the subject of efforts that are reasonable under the circumstances to maintain its secrecy; (f) all other intellectual property or proprietary rights in any discoveries, concepts, ideas, research and development, know-how, formulae, patterns, inventions, compilations, compositions, manufacturing and production processes and techniques, program, device, method, technique, technical data, procedures, designs, recordings, graphs, drawings, reports, analyses, specifications, databases, and other proprietary or confidential information, including customer lists (other than Prescription Lists), supplier lists, pricing and cost information (other than related to Prescription Lists), business and marketing plans and proposals and advertising and promotional materials; and (g) all rights to sue at law or in equity for any infringement or other impairment or violation thereof and all products and proceeds of the foregoing.

9

“Inventory” means as to each Grantor, all of such Grantor’s now owned and hereafter existing or acquired inventory, as defined in Article 9 of the UCC.

“Investment Property” means all present and future “investment property” (as defined in Article 9 of the UCC), including, without limitation, all Capital Stock held by each of the Issuers and the Company Subsidiaries.

“Issuers”  has the meaning assigned to that term in the Preamble to this Agreement.

“Letter of Credit Rights” means all present and future “letter of credit rights” (as defined in Article 9 of the UCC).

“Lien” means any mortgage, pledge, hypothec, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), charge or other security interest or any other security agreement (including, without limitation, any conditional sale or other title retention agreement and any Capital Lease (as defined in the ABL Credit Agreement) having substantially the same economic effect as any of the foregoing).

“Money” means all present and future “money” (as defined in Article 9 of the UCC).

“Mortgaged Premises” means any real property which shall now or hereafter be subject to a Note Mortgage and/or an ABL Mortgage.

“Non-Conforming Plan of Reorganization” means any Plan of Reorganization whose provisions are inconsistent with the provisions of this Agreement, including any plan of reorganization that purports to re-order (whether by subordination, invalidation, or otherwise) or otherwise disregard, in whole or part, the provisions of Article II (including the Lien priorities of Section 2.1), the provisions of Article IV, or the provisions of Article VI, unless such Plan of Reorganization has been accepted by the voluntary required vote of each class of ABL Claimholders and Note Claimholders.

“Note Claimholders” means, at any relevant time, the holders of Note Obligations at that time, including the Noteholders, each Additional Pari Passu Notes Agent and the Notes Agent.

“Note Collateral” means any and all of the assets and property of any Grantor, whether real, personal or mixed, with respect to which a Lien is granted as security for any Note Obligations.

“Note Default” means an “Event of Default” as defined in the Indenture or in any Additional Pari Passu Notes Agreement.

“Note Documents” means the Indenture, the Notes, each Additional Pari Passu Notes Agreement, the Note Security Documents and each of the other agreements, documents and instruments executed pursuant thereto, and any other document or instrument executed or delivered at any time in connection with any Note Obligations, including any intercreditor or joinder agreement among holders of Note Obligations to the extent such are effective at the relevant time, as each may be amended, restated, supplemented, modified, renewed, extended or Refinanced from time to time in accordance with the provisions of this Agreement.

10

“Noteholders” means the “Holders” as defined in the Indenture and any holders of Additional Pari Passu Notes Obligations.

“Note Mortgages” means a collective reference to each mortgage, deed of trust and any other document or instrument under which any Lien on real property owned or leased by any Grantor is granted to secure any Note Obligations or under which rights or remedies with respect to any such Liens are governed.

“Note Obligations” means all Obligations outstanding under the Notes and the other Note Documents, and all Additional Pari Passu Notes Obligations.  “Note Obligations” shall include all interest accrued or accruing (or which would, absent commencement of an Insolvency or Liquidation Proceeding, accrue) after commencement of an Insolvency or Liquidation Proceeding in accordance with the rate specified in the relevant Note Document or Additional Pari Passu Notes Agreement, whether or not the claim for such interest is allowed as a claim in such Insolvency or Liquidation Proceeding.

“Note Security Agreement” means the Security Agreement, dated as of October 9, 2009, by and among the Issuers, the Company Subsidiaries, the Trustee and the Notes Agent, as the same may be amended, modified, restated, supplemented or replaced from time to time in accordance with its terms.

“Note Security Documents” means any agreement, document or instrument pursuant to which a Lien is granted securing any Note Obligations or under which rights or remedies with respect to such Liens are governed.

“Note Standstill Period” has the meaning set forth in Section 3.1(a)(i).

“Notes” means, collectively, (a) the Initial Notes and (b) any other credit agreement, loan agreement, note agreement, promissory note, indenture or other agreement or instrument evidencing or governing the terms of any indebtedness or other financial accommodation that has been incurred to increase, replace, refinance or refund in whole or in part the Obligations outstanding under the Initial Notes or any other agreement or instrument referred to in this clause, unless such agreement or instrument expressly provides that it is not intended to be and is not a Note, or such agreement or instrument is not a Permitted Refinancing Agreement.  Any reference to the Notes hereunder shall be deemed a reference to any Notes then in existence.

“Notes Agent” has the meaning assigned to that term in the Preamble of this Agreement.

“Notes Collateral Account” means any deposit account or securities account required to be established pursuant to the Note Documents for purposes of holding Notes Priority Collateral pending application as required under the Note Documents (it being understood that ABL Priority Collateral deposited in the Notes Collateral Account shall continue to be ABL Priority Collateral).

“Notes Priority Collateral” means all now owned or hereafter acquired Note Collateral that constitutes:

(a)Real Estate Assets;

11

(b)Intellectual Property (other than Prescription Lists);

(c)Notes Trust Monies;

(d)the Notes Collateral Account;

(e)Investment Property (except as set forth in clauses (c), (f) and (i) of the definition of ABL Priority Collateral);

(f)Equipment and Fixtures;

(g)General Intangibles (other than General Intangibles described in clauses (e), (f), (g) and (i) of the definition of ABL Priority Collateral);

(h)Supporting Obligations to the extent arising out of, or related to, or derivative of, the property or interests described in this definition;

(i)contracts, contract rights and other General Intangibles, Commercial Tort Claims, Documents, Chattel Paper, and Instruments (including promissory notes), in each case, to the extent arising out of, or related to, or derivative of the property or interests in property described in this definition;

(j)books and records relating to the items referred to in the preceding clauses (a) though (i) (including books, databases, data processing software, customer lists, engineer drawings, and Records, whether tangible or electronic, which contain any information relating to any of the items referred to in the preceding clauses (a) through (i));

(k)Accounts which constitute identifiable Proceeds from the sale, license, assignment or other disposition of any of the property described in the foregoing clauses (a) through (k);

(l)subject to Section 3.5, all other Collateral for the Note Obligations other than ABL Priority Collateral; and

(m)subject to Section 3.5, all Proceeds of any of the foregoing, including collateral security and guarantees with respect to any of the foregoing and all cash, Money, insurance proceeds, Instruments, Securities, Financial Assets and Deposit Accounts constituting Proceeds of the foregoing.

“Notes Trust Monies” means Notes Priority Collateral required pursuant to the Note Documents to be deposited into the Notes Collateral Account.

“Obligations” means all present and future loans, advances, liabilities, obligations, covenants, duties, and debts from time to time owing by any Grantor to any agent or trustee (including either Agent), the ABL Claimholders, the Note Claimholders or any of them or their respective Affiliates, arising from or in connection with the ABL Loan Documents, the Note Documents or Bank Products, whether for principal, interest or payments for early termination, whether or not evidenced by any note, or other instrument or document, whether arising from an

12

extension of credit, opening of a letter of credit, acceptance, loan, guaranty, indemnification or otherwise, whether direct or indirect, absolute or contingent, due or to become due, primary or secondary, as principal or guarantor, and including all principal, interest, charges, expenses, fees, attorneys’ fees, filing fees and any other sums chargeable to the Grantors, including, without limitation, the “Obligations”, as defined in the ABL Credit Agreement, and the “Obligations”, as defined in the Indenture, under the Notes and any Additional Pari Passu Notes Agreement.

“Permitted Refinancing” means any Refinancing the governing documentation of which constitutes Permitted Refinancing Agreements.

“Permitted Refinancing Agreements” means, with respect to either the ABL Credit Agreement, the Notes or any Additional Pari Passu Notes Agreement, as applicable, any credit agreement, loan agreement, note agreement, promissory note, indenture or other agreement or instrument evidencing or governing the terms of any indebtedness or other financial accommodation that has been incurred to increase, replace (whether upon or after termination or otherwise), refinance or refund in whole or in part the Obligations outstanding under the ABL Credit Agreement, the Notes or any Additional Pari Passu Notes Agreement, whether or not such increase, replacement, refinancing or refunding occurs (i) with the original parties thereto, (ii) on one or more separate occasions or (iii) simultaneously or not with the termination or repayment of the ABL Credit Agreement, the Notes or any Additional Pari Passu Notes Agreement or any other agreement or instrument referred to in this clause, unless such agreement or instrument expressly provides that it is not intended to be and is not a Permitted Refinancing Agreement, as such financing documentation may be amended, restated, supplemented or otherwise modified from time to time and that would not be prohibited by Section 5.3(c) or Section 5.3(d), as applicable.

“Person” means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority or other entity.

“Plan of Reorganization” means any plan of reorganization, plan of liquidation, agreement for composition, or other type of plan of arrangement proposed in or in connection with any Insolvency or Liquidation Proceeding.

“Pledged Collateral” has the meaning set forth in Section 5.4(a).

“Prescription Lists” means any and all lists of customers and their prescription medical history, all pricing and cost information in connection therewith and all books and records pertaining thereto.

“Proceeds” means all “proceeds” (as defined in Article 9 of the UCC), including any payment or property received on account of any claim secured by Collateral in any Insolvency or Liquidation Proceeding.

“Real Estate Asset” means, the Company’s warehouse distribution facility in Lancaster, New York and at any time of determination, any interest (fee, leasehold or otherwise) then owned by the Issuers or any Grantor in any real property.

“Records” means all present and future “records” (as defined in Article 9 of the UCC).

13

“Recovery” has the meaning set forth in Section 6.4.

“Refinance” means, in respect of any Indebtedness, to refinance, extend, renew, defease, amend, modify, supplement, restructure, replace, refund or repay, or to issue other indebtedness, in exchange or replacement for, such Indebtedness, in any case in whole or in part.  “Refinanced” and “Refinancing” shall have correlative meanings.

“Secured Parties” means the ABL Claimholders and the Note Claimholders.

“Security” means all present and future “Securities” (as defined in Article 9 of the UCC).

“Security Entitlements” means all present and future “security entitlements” (as defined in Article 9 of the UCC).

“Securities Accounts” means all present and future “securities accounts” (as defined in Article 8 of the UCC), including all monies, “uncertificated securities,” and “securities entitlements” (as defined in Article 8 of the UCC) contained therein.

“Subsidiary” means, with respect to any Person, any corporation, partnership, limited liability company, association, joint venture or other business entity of which more than 50% of the total voting power of shares of stock or other ownership interests entitled (without regard to the occurrence of any contingency) to vote in the election of the Person or Persons (whether directors, managers, trustees or other Persons performing similar functions) having the power to direct or cause the direction of the management and policies thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person or a combination thereof.

“Supporting Obligations” means all present and future “supporting obligations” (as defined in Article 9 of the UCC).

“UCC” means the Uniform Commercial Code (or any similar equivalent legislation) as in effect from time to time in the State of New York; provided, however, that, at any time, if by reason of mandatory provisions of law, any or all of the perfection or priority of the Agents’ security interest in any item or portion of the Collateral is governed by the Uniform Commercial Code as in effect in a jurisdiction other that the State of New York, the term “UCC” shall mean the Uniform Commercial Code as in effect, at such time, in such other jurisdiction for purposes of the provisions hereof relating to such perfection or priority and for purposes of definitions relating to such provisions.

“Use Period” means, with respect to the Notes Priority Collateral, the period, after the commencement of an Enforcement Period by the ABL Agent, which begins on the earlier of (a) the day on which the ABL Agent provides the Notes Agent with an Enforcement Notice and (b) the fifth Business Day after the Notes Agent provides the ABL Agent with notice that the Notes Agent (or its agent) has obtained possession or control of such Collateral and ends on the earliest of (i) the 270th day after the date (the “Initial Use Date”) on which the ABL Agent, or its designee, initially obtains the ability to take physical possession of, remove, or otherwise control physical access to, or actually uses, such Notes Priority Collateral plus such number of days, if any, after the Initial Use Date that it is stayed or otherwise prohibited by law or court order from

14

exercising remedies with respect to such Notes Priority Collateral and (ii) the termination of such Enforcement Period.

1.2.Terms Generally.  The definitions of terms in this Agreement shall apply equally to the singular and plural forms of the terms defined.  Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms.  The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.”  The word “will” shall be construed to have the same meaning and effect as the word “shall.” Unless the context requires otherwise:

(a)any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, restated, supplemented, modified, renewed or extended;

(b)any reference herein to any Person shall be construed to include such Person’s permitted successors and assigns;

(c)the words “herein,” “hereof” and “hereunder,” and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof;

(d)all references herein to Sections or Articles shall be construed to refer to Sections or Articles of this Agreement;

(e)all uncapitalized terms have the meanings, if any, given to them in the UCC, as now or hereafter enacted in the State of New York (unless otherwise specifically defined herein);

(f)the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights;

(g)any reference herein to a Person in a particular capacity or capacities excludes such Person in any other capacity or individually;

(h)any reference herein to any law shall be construed to refer to such law as amended, modified, codified, replaced, or re-enacted, in whole or in part, and in effect on the pertinent date; and

(i)in the compilation of periods of time hereunder from a specified date to a later specified date, the word “from” means “from and including” and the words “to” and “until” each means “to, but not through or including.”

15

II.
LIEN PRIORITIES.

2.1.Relative Priorities.  Irrespective of the date, time, method, manner or order of grant, attachment or perfection of any Liens securing the Note Obligations granted on the Collateral or of any Liens securing the ABL Obligations granted on the Collateral (including, in each case, irrespective of whether any such Lien is granted (or secures Obligations relating to the period) before or after the commencement of any Insolvency or Liquidation Proceeding) and notwithstanding any provision of any UCC, or any other applicable law, or the ABL Loan Documents or the Note Documents, the ABL Agent, on behalf of the ABL Claimholders, and the Notes Agent, on behalf of the Note Claimholders, hereby agree that:

(a)any Lien of the ABL Agent on the ABL Priority Collateral securing the ABL Obligations, whether such Lien is now or hereafter held by or on behalf of the ABL Agent or any other ABL Claimholder or any other agent or trustee therefor, regardless of how or when acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be senior in all respects and prior to any Lien on the ABL Priority Collateral securing any Note Obligations; and

(b)any Lien of the Notes Agent on the Notes Priority Collateral securing the Note Obligations, whether such Lien is now or hereafter held by or on behalf of the Notes Agent, any other Note Claimholder or any other agent or trustee therefor, regardless of how or when acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be senior in all respects to all Liens on the Notes Priority Collateral securing any ABL Obligations.

2.2.Prohibition on Contesting Liens.  Each of the Notes Agent, on behalf of each Note Claimholder, and the ABL Agent, on behalf of each ABL Claimholder, consents to the granting of Liens in favor of the other to secure the ABL Obligations and the Note Obligations, as applicable, and agrees that no Claimholder will be entitled to, and it will not (and shall be deemed to have irrevocably, absolutely, and unconditionally waived any right to), contest (directly or indirectly) or support (directly or indirectly) any other Person in contesting, in any proceeding (including any Insolvency or Liquidation Proceeding):  (a) the attachment, perfection, priority, validity or enforceability of any Lien in the Collateral held by or on behalf of any of the ABL Claimholders to secure the payment of the ABL Obligations or any of the Note Claimholders to secure the payment of the Note Obligations, (b) the priority, validity or enforceability of the ABL Obligations or the Note Obligations, including the allowability or priority of the Note Obligations or the ABL Obligations, as applicable, in any Insolvency or Liquidation Proceeding, or (c) the validity or enforceability of the provisions of this Agreement; provided that nothing in this Agreement shall be construed to prevent or impair the rights of the ABL Agent, on behalf of the ABL Claimholders, or the Notes Agent, on behalf of the Note Claimholders, to enforce this Agreement, including the provisions of this Agreement relating to the priority of the Liens securing the Obligations as provided in Sections 2.1, 3.1, 3.2 and 6.1.

2.3.No New Liens.  So long as neither the Discharge of ABL Obligations nor the Discharge of Note Obligations has occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against one or more of the Issuers or any other Grantor, the parties

16

hereto agree, subject to Article VI, that the Issuers shall not, and shall not permit any other Grantor to:

(a)grant or permit any additional Liens on any asset or property to secure any Note Obligations unless it has granted or concurrently grants a Lien on such asset or property to secure the ABL Obligations; or

(b)grant or permit any additional Liens on any asset or property to secure any ABL Obligations unless it has granted or concurrently grants a Lien on such asset or property to secure the Note Obligations.

To the extent any additional Liens are granted on any asset or property (except as contemplated by Section 2.4) pursuant to this Section 2.3, the priority of such additional Liens shall be determined in accordance with Section 2.1.  In addition, to the extent that the foregoing provisions are not complied with for any reason, without limiting any other rights or remedies available hereunder, the ABL Agent, on behalf of the ABL Claimholders, and the Notes Agent, on behalf of Note Claimholders, agree that any amounts received by or distributed to any of them pursuant to or as a result of Liens granted in contravention of this Section 2.3 shall be subject to Section 4.2.

2.4.Similar Liens and Agreements.  The parties hereto agree that it is their intention that the ABL Collateral and the Note Collateral be identical except (a) the Notes Collateral shall not include a Lien on securities of the Issuers and the Company Subsidiaries included in the ABL Collateral to the extent a Lien in favor of the Notes Agent thereon would require the filing of financial statements with the Securities and Exchange Commission pursuant to Rule 3-16 of Regulation S-X under the Securities Act of 1933, as amended, and (b) as provided in Article VI and as otherwise provided herein.  In furtherance of the foregoing and of Section 8.8, the parties hereto agree, subject to the other provisions of this Agreement, upon request by the ABL Agent or the Notes Agent, to cooperate in good faith (and to direct their counsel to cooperate in good faith) from time to time in order to determine the specific items included in the ABL Collateral and the Note Collateral and the steps taken to perfect their respective Liens thereon and the identity of the respective parties obligated under the ABL Loan Documents and the Note Documents.

III.
EXERCISE OF REMEDIES; ENFORCEMENT.

3.1.Restrictions on the Notes Agent and the Note Claimholders.

(a)Until the Discharge of ABL Obligations has occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against any Grantor, the Notes Agent and the other Note Claimholders:

(i)will not exercise or seek to exercise (but instead shall be deemed to have hereby irrevocably, absolutely and unconditionally waived for the duration of the Note Standstill Period), any rights, powers, or remedies with respect to any ABL Priority Collateral (including (A) any right of set-off or any right under any Account Agreement, landlord waiver or bailee’s letter or similar agreement or arrangement to which the Notes Agent or any Note Claimholder is a party, (B) any right to undertake self-help re-possession or non-judicial disposition of any ABL Priority Collateral (including any

17

partial or complete strict foreclosure), and/or (C) any right to institute, prosecute, or otherwise maintain any action or proceeding with respect to such rights, powers or remedies (including any action of foreclosure)) provided, however, that the Notes Agent may exercise any or all of such rights, powers, or remedies after a period of at least 270 days has elapsed since the later of:  (i) the date on which the Notes Agent declared the existence of a Note Default, accelerated (to the extent such amount was not already due and owing) the payment of the principal amount of all Note Obligations, and demanded payment thereof and (ii) the date on which the ABL Agent received the Enforcement Notice from the Notes Agent; provided, further, however, that neither the Notes Agent nor any other Note Claimholder shall exercise any rights or remedies with respect to the ABL Priority Collateral if, notwithstanding the expiration of such 270-day period, the ABL Agent or the other ABL Claimholders (A) shall have commenced, whether before or after the expiration of such 270-day period, and be diligently pursuing the exercise of their rights, powers, or remedies with respect to all or any material portion of such Collateral (prompt written notice of such exercise to be given to the Notes Agent), or (B) shall have been stayed by operation of law or any court order from pursuing any such exercise of remedies (the period during which the Notes Agent and the other Note Claimholders may not pursuant to this Section 3.1(a)(i) exercise any rights, powers, or remedies with respect to the ABL Priority Collateral, the “Note Standstill Period”);

(ii)will not, directly or indirectly, contest, protest or object to or hinder any judicial or non-judicial foreclosure proceeding or action (including any partial or complete strict foreclosure) brought by the ABL Agent or any other ABL Claimholder relating to the ABL Priority Collateral or any other exercise by the ABL Agent or any other ABL Claimholder of any other rights, powers and remedies relating to the ABL Priority Collateral, including any sale, lease, exchange, transfer, or other disposition of the ABL Priority Collateral, whether under the ABL Loan Documents, applicable law, or otherwise;

(iii)subject to their rights under clause (a)(i) above (and under clause (vi) of Section 3.1(c)), will not object to the forbearance by the ABL Agent or the ABL Claimholders from bringing or pursuing any Enforcement with respect to the ABL Priority Collateral;

(iv)except as may be permitted in Section 3.1(c), irrevocably, absolutely, and unconditionally waive any and all rights the Notes Agent or the Note Claimholders may have as a junior lien creditor or otherwise to object (and seek or be awarded any relief of any nature whatsoever based on any such objection) to the manner in which the ABL Agent or the ABL Claimholders (A) enforce or collect (or attempt to collect) the ABL Obligations or (B) realize or seek to realize upon or otherwise enforce the Liens in and to the ABL Priority Collateral securing the ABL Obligations, regardless of whether any action or failure to act by or on behalf of the ABL Agent or ABL Claimholders is adverse to the interest of the Notes Agent or the Note Claimholders.  Without limiting the generality of the foregoing, the Note Claimholders shall be deemed to have hereby irrevocably, absolutely, and unconditionally waived any right to object (and seek or be awarded any relief of any nature whatsoever based on any such objection), at any time prior or subsequent to any disposition of any of the ABL Priority Collateral, on the ground(s) that any

18

such disposition of ABL Priority Collateral (x) would not be or was not “commercially reasonable” within the meaning of any applicable UCC and/or (y) would not or did not comply with any other requirement under any applicable UCC or under any other applicable law governing the manner in which a secured creditor (including one with a Lien on real property) is to realize on its collateral; and

(v)subject to Section 3.1(a) and (c), acknowledge and agree that no covenant, agreement or restriction contained in the Note Security Documents or any other Note Document (other than this Agreement) shall be deemed to restrict in any way the rights and remedies of the ABL Agent or the ABL Claimholders with respect to the ABL Priority Collateral as set forth in this Agreement and the ABL Loan Documents;

provided, however, that, in the case of (i), (ii) and (iii) above, the Liens granted to secure the Note Obligations of the Note Claimholders shall attach to any Proceeds resulting from actions taken by the ABL Agent or any ABL Claimholder with respect to the ABL Priority Collateral in accordance with this Agreement after application of such Proceeds to the extent necessary to meet the requirements of a Discharge of ABL Obligations.

(b)Until the Discharge of ABL Obligations, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against any Grantor, the ABL Agent and the other ABL Claimholders shall have the right to enforce rights, exercise remedies (including set-off and the right to credit bid their debt) and, in connection therewith (including voluntary Dispositions of ABL Priority Collateral by the respective Grantors after an ABL Default) make determinations regarding the release, disposition, or restrictions with respect to the ABL Priority Collateral without any consultation with or the consent of the Notes Agent or any Note Claimholder; provided, however, that the Lien securing the Note Obligations shall remain on the Proceeds (other than those properly applied to the ABL Obligations in accordance with Section 4.1) of such Collateral released or disposed of subject to the relative priorities described in Section 2.1.  In exercising rights, powers, and remedies with respect to the ABL Priority Collateral, the ABL Agent and the ABL Claimholders may enforce the provisions of the ABL Loan Documents and exercise rights, powers, and/or remedies thereunder and/or under applicable law or otherwise, all in such order and in such manner as they may determine in the exercise of their sole discretion.  Such exercise and enforcement shall include the rights of an agent appointed by them to sell or otherwise dispose of the ABL Priority Collateral upon foreclosure, to incur expenses in connection with such sale or disposition, and to exercise all the rights and remedies of a secured creditor under the UCC and of a secured creditor under the Bankruptcy Laws of any applicable jurisdiction.

(c)Notwithstanding anything to the contrary contained herein, the Notes Agent and any Note Claimholder may:

(i)file a claim or statement of interest with respect to the Note Obligations; provided that an Insolvency or Liquidation Proceeding has been commenced by or against any Grantor;

(ii)take any action (not adverse to the priority status of the Liens on the ABL Priority Collateral, or the rights of the ABL Agent or any of the ABL Claimholders to

19

exercise rights, powers, and/or remedies in respect thereof, including those under Article VI) in order to create, perfect, preserve or protect (but not enforce) its Lien on any of the ABL Priority Collateral;

(iii)file any necessary responsive or defensive pleadings in opposition to any motion, claim, adversary proceeding or other pleading made by any person objecting to or otherwise seeking the disallowance of the claims of the Note Claimholders, including any claims secured by the ABL Priority Collateral, if any, in each case in accordance with the terms of this Agreement;

(iv)file any pleadings, objections, motions or agreements which assert rights or interests available to unsecured creditors of the Grantors arising under either any Insolvency or Liquidation Proceeding or applicable non-bankruptcy law, in each case not inconsistent with the terms of this Agreement or applicable law (including the Bankruptcy Laws of any applicable jurisdiction) and any pleadings, objections, motions or agreements which assert rights or interests available to secured creditors solely with respect to the Notes Priority Collateral;

(v)vote on any Plan of Reorganization, file any proof of claim, make other filings and make any arguments, obligations, and motions (including in support of or opposition to, as applicable, the confirmation or approval of any Plan of Reorganization) that are, in each case, in accordance with the terms of this Agreement.  Without limiting the generality of the foregoing or of the other provisions of this Agreement, any vote to accept, and any other act to support the confirmation or approval of, any Non-Conforming Plan of Reorganization shall be inconsistent with and accordingly, a violation of the terms of this Agreement, and the ABL Agent shall be entitled to have any such vote to accept a Non-Conforming Plan of Reorganization changed and any such support of any Non-Conforming Plan of Reorganization withdrawn;

(vi)exercise any of the rights, powers and/or remedies with respect to any of the ABL Priority Collateral after the termination of the Note Standstill Period to the extent permitted by Section 3.1(a)(i); and

(vii)take any action described in clauses (iii), (vi) and (viii) of the definition of “Enforcement.”

The Notes Agent, on behalf of the Note Claimholders, agrees that no Note Claimholder will take or receive any ABL Priority Collateral (including Proceeds) in connection with the exercise of any right or remedy (including set-off) with respect to ABL Priority Collateral in its capacity as a creditor in violation of this Agreement.  Without limiting the generality of the foregoing, unless and until the Discharge of ABL Obligations has occurred, except as expressly provided in Sections 3.1(a)(i), 6.7 and clause (vi) of Section 3.1(c), the sole right of the Notes Agent and the Note Claimholders with respect to the ABL Priority Collateral is to hold a Lien on such Collateral pursuant to the Note Security Documents for the period and to the extent granted therein and to receive a share of the Proceeds thereof, if any, in accordance with Section 4.1.

20

(d)Except as otherwise specifically set forth in Sections 3.1(a), 3.4 and 3.5 and Article VI, the Notes Agent and the Note Claimholders may exercise rights and remedies as unsecured creditors against any Grantor and may exercise rights and remedies with respect to the Notes Priority Collateral, in each case, in accordance with the terms of the Note Documents and applicable law; provided, however, that in the event that the Notes Agent or any Note Claimholder becomes a judgment Lien creditor in respect of ABL Priority Collateral as a result of its enforcement of its rights as an unsecured creditor with respect to the Note Obligations, such judgment Lien shall be subject to the terms of this Agreement for all purposes (including in relation to the ABL Obligations) as the other Liens securing the Note Obligations are subject to this Agreement.

(e)Except as provided in Section 5.3(d), nothing in this Agreement shall prohibit the receipt by the Notes Agent or any other Note Claimholders of the required payments of interest, principal and other amounts owed in respect of the Note Obligations so long as such receipt is not the direct or indirect result of the exercise by the Notes Agent or any Note Claimholders of rights or remedies as a secured creditor (including set-off) with respect to ABL Priority Collateral or enforcement in contravention of this Agreement of any Lien held by any of them.  Nothing in this Agreement impairs or otherwise adversely affects any rights or remedies the ABL Agent or the ABL Claimholders may have against the Grantors under the ABL Loan Documents.

3.2.Restrictions on the ABL Agent and ABL Claimholders.

(a)Until the Discharge of Note Obligations has occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against any Grantor, subject to the limited extent provided in Article VI, the ABL Agent and the other ABL Claimholders:

(i)will not exercise or seek to exercise (but instead shall be deemed to have hereby irrevocably, absolutely and unconditionally waived for the duration of the ABL Standstill Period) any rights, powers, or remedies with respect to any Notes Priority Collateral (including (A) any right of set-off or any right under any Account Agreement, landlord waiver or bailee’s letter or similar agreement or arrangement to which the ABL Agent or any ABL Claimholder is a party, (B) any right to undertake self-help repossession or nonjudicial disposition of any Notes Priority Collateral (including any partial or complete strict foreclosure), or (C) any right to institute, prosecute or otherwise maintain any action or proceeding with respect to such rights, powers, or remedies (including any action of foreclosure)); provided, however, that the ABL Agent may exercise any or all of such rights, powers, or remedies after a period of at least 270 days has elapsed since the later of:  (i) the date on which the ABL Agent declared the existence of an ABL Default, accelerated (to the extent such amount was not already due and owing) the payment of the principal amount of all ABL Obligations, and demanded payment thereof and (ii) the date on which the Notes Agent received the Enforcement Notice from the ABL Agent relating to such action; provided, further, however, that neither the ABL Agent nor the other ABL Claimholders shall exercise any remedies with respect to the Notes Priority Collateral if, notwithstanding the expiration of such 270-day period, the Notes Agent or the Notes Claimholders (A) shall have commenced, whether before or after the expiration of such 270-day period, and be diligently pursuing the exercise of their rights or remedies

21

with respect to all or any material portion of such Collateral (prompt notice of such exercise to be given to the ABL Agent) or (B) shall have been stayed by operation of law or by any court order from pursuing any such exercise of remedies (the period during which the ABL Agent and the other ABL Claimholders may not pursuant to this Section 3.2(a)(i) exercise any rights or remedies with respect to the Notes Priority Collateral, the “ABL Standstill Period”); provided, finally, however, that the ABL Agent, independent in all respects of the preceding provisos, may exercise the rights provided for in Section 3.3 (with respect to any Access Period) and Section 3.4 (with respect to any Access Period or Use Period);

(ii)will not, directly or indirectly, contest, protest or object to or hinder any judicial or non-judicial foreclosure proceeding or action (including any partial or complete strict foreclosure) brought by the Notes Agent or any other Note Claimholder relating to the Notes Priority Collateral or any other exercise by the Notes Agent or any other Note Claimholder of any rights, powers and remedies relating to the Notes Priority Collateral, including any sale, lease, exchange, transfer, or other disposition of the Notes Priority Collateral, whether under the Note Documents, applicable law, or otherwise subject to the Notes Agent’s and the other Note Claimholders’ obligations under Sections 3.3 and 3.4;

(iii)subject to Section 3.2(a), will not object to the forbearance by the Notes Agent or the Note Claimholders from bringing or pursuing any Enforcement with respect to the Notes Priority Collateral;

(iv)subject to Sections 3.2(c), 3.3, 3.4, and 3.5, irrevocably, absolutely and unconditionally waive any and all rights the ABL Agent and ABL Claimholders may have as a junior lien creditor or otherwise to object (and seek or be awarded any relief of any nature whatsoever based on any such objection) to the manner in which the Notes Agent or the Note Claimholders (a) enforce or collect (or attempt to collect) the Note Obligations or (b) realize or seek to realize upon or otherwise enforce the Liens in and to the Notes Priority Collateral securing the Note Obligations, regardless of whether any action or failure to act by or on behalf of the Notes Agent or Note Claimholders is adverse to the interest of the ABL Claimholders.  Without limiting the generality of the foregoing, the ABL Claimholders shall be deemed to have hereby irrevocably, absolutely and unconditionally waived any right to object (and seek or be awarded any relief of any nature whatsoever based on any such objection), at any time prior to or subsequent to any disposition of any Notes Priority Collateral, on the ground(s) that any such disposition of Notes Priority Collateral (a) would not be or was not “commercially reasonable” within the meaning of any applicable UCC and/or (b) would not or did not comply with any other requirement under any applicable UCC or under any other applicable law governing the manner in which a secured creditor (including one with a Lien on real property) is to realize on its collateral; and

(v)subject to Sections 3.2(a) and (c) and Sections 3.3, 3.4, and 3.5, acknowledge and agree that no covenant, agreement or restriction contained in the ABL Security Documents or any other ABL Loan Document (other than this Agreement) shall be deemed to restrict in any way the rights and remedies of the Notes Agent or the Note

22

Claimholders with respect to the Notes Priority Collateral as set forth in this Agreement and the Note Documents;

provided, however, that in the case of (i), (ii) and (iii) above, the Liens granted to secure the ABL Obligations of the ABL Claimholders shall attach to any Proceeds resulting from actions taken by the Notes Agent or any Note Claimholder with respect to the Notes Priority Collateral in accordance with this Agreement after application of such Proceeds to the extent necessary to meet the requirements of a Discharge of Note Obligations.

(b)Until the Discharge of Note Obligations has occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against any Grantor, the Notes Agent and the Note Claimholders shall have the right to enforce rights, exercise remedies (including set-off and the right to credit bid their debt) and make, in connection therewith (including voluntary Dispositions of Notes Priority Collateral by the respective Grantors after a Note Default) determinations regarding the release, disposition, or restrictions with respect to the Notes Priority Collateral without any consultation with or the consent of the ABL Agent or any ABL Claimholder subject to the Notes Agent’s and the Note Claimholders’ obligations under Sections 3.3 and 3.4; provided, however, that the Lien securing the ABL Obligations shall remain on the Proceeds (other than those properly applied to the Note Obligations in accordance with the Note Documents) of such Collateral released or disposed of subject to the relative priorities described in Section 2.1.  In exercising rights and remedies with respect to the Notes Priority Collateral, the Notes Agent and the Note Claimholders may enforce the provisions of the Note Documents and exercise remedies thereunder, all in such order and in such manner as they may determine in the exercise of their sole discretion subject to the Notes Agent’s and the Note Claimholders’ obligations under Sections 3.3 and 3.4.  Such exercise and enforcement shall include the rights of an agent appointed by them to sell or otherwise dispose of the Notes Priority Collateral upon foreclosure, to incur expenses in connection with such sale or disposition, and to exercise all the rights and remedies of a secured creditor under the UCC and of a secured creditor under the Bankruptcy Laws of any applicable jurisdiction.

(c)Notwithstanding anything to the contrary contained herein, the ABL Agent and any ABL Claimholder may:

(i)file a claim or statement of interest with respect to the ABL Obligations; provided that an Insolvency or Liquidation Proceeding has been commenced by or against any Grantor;

(ii)take any action (not adverse to the priority status of the Liens on the Notes Priority Collateral, or the rights of the Notes Agent or any of the Note Claimholders to exercise rights, powers and/or remedies in respect thereof, including those under Article VI) in order to create, perfect, preserve or protect (but, subject to the provisions of Sections 3.3 and 3.4, not enforce) its Lien on any of the Notes Priority Collateral;

(iii)file any necessary responsive or defensive pleadings in opposition to any motion, claim, adversary proceeding or other pleading made by any person objecting to or otherwise seeking the disallowance of the claims of the ABL Claimholders, including

23

any claims secured by the Notes Priority Collateral, if any, in each case in accordance with the terms of this Agreement;

(iv)file any pleadings, objections, motions or agreements which assert rights or interests available to unsecured creditors of the Grantors arising under either any Insolvency or Liquidation Proceeding or applicable non-bankruptcy law, in each case not inconsistent with the terms of this Agreement or applicable law (including the Bankruptcy Laws of any applicable jurisdiction) and any pleadings, objections, motions or agreements which assert rights or interests available to secured creditors solely with respect to the ABL Priority Collateral;

(v)vote on any Plan of Reorganization, file any proof of claim, make other filings and make any arguments and motions (including in support of or opposition to, as applicable, the confirmation or approval of any Plan of Reorganization) that are, in each case, in accordance with the terms of this Agreement.  Without limiting the generality of the foregoing or of the other provisions of this Agreement, any vote to accept, and any other act to support the confirmation or approval of, any Non-Conforming Plan of Reorganization shall be inconsistent with and, accordingly, a violation of the terms of this Agreement, and the Notes Agent shall be entitled to have any such vote to accept a Non-Conforming Plan of Reorganization changed and any such support of any Non-Conforming Plan of Reorganization withdrawn;

(vi)exercise any of its rights, powers, and/or remedies with respect to any of the Notes Priority Collateral to the extent permitted by Sections 3.2(a)(i), 3.3, and 3.4; and

(vii)take any action described in clauses (i) through (viii) of the definition of “Enforcement.”

The ABL Agent, on behalf of the ABL Claimholders, agrees that no ABL Claimholder will take or receive any Notes Priority Collateral (including Proceeds) in connection with the exercise of any right or remedy (including set-off) with respect to any Notes Priority Collateral in its capacity as a creditor in violation of this Agreement.  Without limiting the generality of the foregoing, unless and until the Discharge of Note Obligations has occurred, except as expressly provided in Sections 3.2(a)(i), 3.3, 3.4 and 3.5 and clause (vi) of this Section 3.2(c), the sole right of the ABL Agent and the ABL Claimholders with respect to the Notes Priority Collateral is to hold a Lien on such Collateral pursuant to the ABL Security Documents for the period and to the extent granted therein and to receive a share of the Proceeds thereof, if any, in accordance with Section 4.1.

(d)Except as otherwise specifically set forth in Sections 3.2(a) and 3.5 and Article VI, the ABL Agent and the ABL Claimholders may exercise rights and remedies as unsecured creditors against any Grantor and may exercise rights and remedies with respect to the ABL Priority Collateral, in each case, in accordance with the terms of the ABL Loan Documents and applicable law; provided, however, that in the event that any the ABL Agent or ABL Claimholder becomes a judgment Lien creditor in respect of Notes Priority Collateral as a result of its enforcement of its rights as an unsecured creditor with respect to the ABL Obligations, such

24

judgment Lien shall be subject to the terms of this Agreement for all purposes (including in relation to the Note Obligations) as the other Liens securing the ABL Obligations are subject to this Agreement.

(e)Except as provided in Section 5.3(c), nothing in this Agreement shall prohibit the receipt by the ABL Agent or any ABL Claimholders of the required payments of interest, principal and other amounts owed in respect of the ABL Obligations so long as such receipt is not the direct or indirect result of the exercise by the ABL Agent or any ABL Claimholders of rights or remedies as a secured creditor (including set-off) with respect to Notes Priority Collateral or enforcement in contravention of this Agreement of any Lien held by any of them.  Nothing in this Agreement impairs or otherwise adversely affects any rights or remedies the Notes Agent or the Note Claimholders may have against the Grantors under the Note Documents.

3.3.Collateral Access Rights.

(a)The ABL Agent and the Notes Agent agree not to commence Enforcement or Going Out of Business Sale until an Enforcement Notice has been given to the other Agent.  Subject to the provisions of Sections 3.1 and 3.2, either Agent may join in any judicial proceedings commenced by the other Agent to enforce Liens on the Collateral, provided that neither Agent, nor the other ABL Claimholders or the other Note Claimholders, as applicable, shall interfere with the Enforcement actions of the other with respect to Collateral in which such party has the priority Lien in accordance with Section 2.1 and Section 2.2.

(b)If the Notes Agent, or any agent or representative of the Notes Agent, or any receiver, shall, after any Note Default, obtain possession or physical control of any of the Mortgaged Premises, the Notes Agent shall promptly notify the ABL Agent in writing of that fact, and the ABL Agent shall, within ten (10) Business Days thereafter, notify the Notes Agent in writing as to whether the ABL Agent desires to exercise access rights under this Agreement.  In addition, if the ABL Agent, or any agent or representative or the ABL Agent, or any receiver, shall obtain possession or physical control of any of the Mortgaged Premises or any of the tangible Notes Priority Collateral located on any premises other than a Mortgaged Premises or control over any intangible Notes Priority Collateral, following the delivery to the Note Agent of an Enforcement Notice, then the ABL Agent shall promptly notify the Note Agent in writing that the ABL Agent is exercising its access rights under this Agreement and its rights under Section 3.4 under either circumstance.  Upon delivery of such notice by the ABL Agent to the Notes Agent, the parties shall confer in good faith to coordinate with respect to the ABL Agent’s exercise of such access rights.  Consistent with the definition of “Access Period,” access rights will apply to differing parcels of Mortgaged Premises at differing times, in which case, a differing Access Period will apply to each such property.

(c)During any pertinent Access Period, the ABL Agent and the Issuers and their Subsidiaries, with the consent of the ABL Agent in connection with a Going Out of Business Sale, and their agents, representatives and designees shall have an irrevocable, non-exclusive right to have access to, and a rent-free right to use, the Notes Priority Collateral for the purpose of (i) arranging for and effecting the sale or disposition of ABL Priority Collateral located on such parcel, including the production, completion, packaging and other preparation of such ABL Priority Collateral for sale or disposition, (ii) selling (by public auction, private sale or

25

a “store closing”, Going Out of Business Sale or similar sale, whether in bulk, in lots or to customers in the ordinary course of business or otherwise and which sale may include augmented Inventory of the same type sold in any Grantor’s business), (iii) storing or otherwise dealing with the ABL Priority Collateral, in each case without notice to, the involvement of or interference by the Notes Agent or any Note Claimholder or liability to the Notes Agent or any Note Claimholder.  During any such Access Period, the ABL Agent and its representatives (and persons employed on their behalf), may continue to operate, service, maintain, process and sell the ABL Priority Collateral, as well as to engage in bulk sales of ABL Priority Collateral.  The ABL Agent shall take proper and reasonable care under the circumstances of any Notes Priority Collateral that is used by the ABL Agent during the Access Period and repair and replace any damage (ordinary wear-and-tear excepted) caused by the ABL Agent or its agents, representatives or designees and the ABL Agent shall comply with all applicable laws in all material respects in connection with its use or occupancy of the Notes Priority Collateral.  The ABL Agent and the ABL Claimholders shall reimburse the Notes Agent and the Note Claimholders for any injury or damage to Persons or property (ordinary wear-and-tear excepted) caused by the acts or omissions of Persons under its control; provided, however, that the ABL Agent and the ABL Claimholders will not be liable for any diminution in the value of the Mortgaged Premises caused by the absence of the ABL Priority Collateral therefrom.  In no event shall the ABL Claimholders or the ABL Agent have any liability to the Note Claimholders and/or to the Notes Agent hereunder as a result of any condition (including any environmental condition, claim or liability) on or with respect to the Notes Priority Collateral existing prior to the date of the exercise by the ABL Agent) of its rights under this Agreement.  The ABL Agent and the Notes Agent shall cooperate and use reasonable efforts to ensure that their activities during the Access Period as described above do not interfere materially with the activities of the other as described above, including the right of Notes Agent to show the Notes Priority Collateral to prospective purchasers and to ready the Notes Priority Collateral for sale.

(d)Consistent with the definition of the term “Access Period,” if any order or injunction is issued or stay is granted or is otherwise effective by operation of law that prohibits the ABL Agent from exercising any of its rights hereunder, then the Access Period granted to the ABL Agent under this Section 3.3 shall be stayed during the period of such prohibition and shall continue thereafter for the number of days remaining in the applicable Access Period or Use Period, as the case may be.  The Notes Agent shall not foreclose or otherwise sell or dispose of any of the Notes Priority Collateral during the Access Period or Use Period, as applicable, unless the buyer agrees in writing to acquire the Notes Priority Collateral subject to the terms of Section 3.3 and Section 3.4 of this Agreement and agrees therein to comply with the terms of this Section 3.3.  The rights of ABL Agent and the ABL Claimholders under this Section 3.3 and Section 3.4 during the Access Period or Use Period shall continue notwithstanding such foreclosure, sale or other disposition by the Notes Agent.

(e)The ABL Agent and the ABL Claimholders shall have the right to bring an action to enforce their rights under this Section 3.3 and Section 3.4, including, without limitation, an action seeking possession of the applicable Collateral and/or specific performance of this Section 3.3 and Section 3.4.

3.4.Notes Priority Collateral Rights/Access to Information.  For the purposes of enabling the ABL Agent to exercise rights and remedies under this Agreement during the Enforcement Period, the Notes Agent and each Grantor hereby grants (to the full extent of their respective

26

rights and interests) the ABL Agent and its agents, representatives and designees an irrevocable, non-exclusive, royalty-free, rent-free license and lease (which will be binding on any successor or assignee of any Notes Priority Collateral) to use all of the Notes Priority Collateral to collect all Accounts included in ABL Priority Collateral, to copy, use, or preserve any and all information relating to any of the ABL Priority Collateral, and to complete the manufacture, packaging, advertising for sale and sale of (i) work-in-process, (ii) raw materials and (iii) complete inventory; provided, however, the royalty-free, rent-free license and lease with respect to the applicable Notes Priority Collateral, shall immediately expire upon the end of (1) the Access Period applicable to such Notes Priority Collateral located on any Mortgaged Premises and (2) the applicable Use Period with respect to any Notes Priority Collateral not located on any Mortgaged Premises; provided, further, that such expiration shall be without prejudice to the sale or other disposition of the ABL Priority Collateral in accordance with applicable law.

3.5.Set-Off and Tracing of and Priorities in Proceeds.  The Notes Agent, on behalf of the Note Claimholders, acknowledges and agrees that, to the extent the Notes Agent or any Note Claimholder exercises its rights of set-off against any ABL Priority Collateral, the amount of such set-off shall be held and distributed pursuant to Section 4.1.  The ABL Agent, on behalf of the ABL Claimholders, acknowledges and agrees that, to the extent the ABL Agent or any ABL Claimholder exercises its rights of set-off against any Notes Priority Collateral, the amount of such set-off shall be held and distributed pursuant to Section 4.1.  The ABL Agent, for itself and on behalf of the ABL Claimholders, and the Notes Agent, for itself and on behalf of the Note Claimholders, further agree that prior to an issuance of an Enforcement Notice or the commencement of any Insolvency or Liquidation Proceeding, any Proceeds of Collateral, whether or not deposited under Account Agreements, which are used by any Grantor to acquire other property which is Collateral shall not (solely as between the Agents, the ABL Claimholders and the Note Claimholders) be treated as Proceeds of Collateral for purposes of determining the relative priorities in the Collateral which was so acquired.  In addition, unless and until the Discharge of ABL Obligations occurs, subject to Section 4.2, the Notes Agent and the Note Claimholders each hereby consents to the application, prior to the receipt by the ABL Agent of an Enforcement Notice issued by the Notes Agent, of cash or other Proceeds of Collateral, deposited under Account Agreements to the repayment of ABL Obligations pursuant to the ABL Loan Documents.

IV.
PAYMENTS.

4.1.Application of Proceeds.

(a)So long as the Discharge of ABL Obligations has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against any Grantor, all ABL Priority Collateral or Proceeds thereof received in connection with the sale or other disposition of, or collection on, such ABL Priority Collateral as a result of the exercise of remedies or other Enforcement or Going Out of Business Sale by either Agent or any ABL Claimholders or Note Claimholders, shall be delivered to the ABL Agent and shall be applied or further distributed by the ABL Agent to or on account of the ABL Obligations in such order, if any, as specified in the relevant ABL Loan Documents or as a court of competent jurisdiction may otherwise direct.  Upon the Discharge of ABL Obligations, the ABL Agent shall deliver to the Notes Agent any Collateral and Proceeds of Collateral received or delivered to it pursuant to the

27

preceding sentence, in the same form as received, with any necessary endorsements, to be applied by the Notes Agent to the Note Obligations in such order as specified in the Note Security Documents or as a court of competent jurisdiction may otherwise direct.

(b)So long as the Discharge of Note Obligations has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against any Grantor, all Notes Priority Collateral or Proceeds thereof received in connection with the sale or other disposition of, or collection on, such Notes Priority Collateral as a result of the exercise of remedies or other Enforcement by either Agent or any Note Claimholders or ABL Claimholders, shall be delivered to the Notes Agent and shall be applied by the Notes Agent to the Note Obligations in such order as specified in the relevant Note Documents or as a court of competent jurisdiction may otherwise direct.  Upon the Discharge of Note Obligations, the Notes Agent shall deliver to the ABL Agent any Collateral and Proceeds of Collateral received or delivered to it pursuant to the preceding sentence, in the same form as received, with any necessary endorsements to be applied by the ABL Agent to the ABL Obligations in such order as specified in the ABL Security Documents or as a court of competent jurisdiction may otherwise direct.

4.2.Payments Over in Violation of Agreement.  So long as neither the Discharge of ABL Obligations nor the Discharge of Note Obligations has occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against any Grantor, any Collateral (including assets or Proceeds subject to Liens referred to in the final sentence of Section 2.3) received by either Agent or any Note Claimholders or ABL Claimholders in connection with the exercise of any right, power, or remedy (including set-off) relating to the Collateral in contravention of this Agreement shall be segregated and held in trust and forthwith paid over to the appropriate Agent for the benefit of the Note Claimholders or the ABL Claimholders, as applicable, in the same form as received, with any necessary endorsements or as a court of competent jurisdiction may otherwise direct.  Each Agent is hereby authorized by the other Agent to make any such endorsements as agent for the other Agent or any Note Claimholders or ABL Claimholders, as applicable.  This authorization is coupled with an interest and is irrevocable until the Discharge of ABL Obligations and Discharge of Note Obligations.

4.3.Application of Payments.  Subject to the other terms of this Agreement, all payments received by (a) the ABL Agent or the ABL Claimholders may be applied, reversed and reapplied, in whole or in part, to the ABL Obligations to the extent provided for in the ABL Loan Documents and (b) the Notes Agent or the Note Claimholders may be applied, reversed and reapplied, in whole or in part, to the Note Obligations to the extent provided for in the Note Documents.

4.4.Revolving Nature of ABL Obligations.  The Notes Agent, on behalf of the Note Claimholders, acknowledges and agrees that the ABL Credit Agreement includes a revolving commitment and that the amount of the ABL Obligations that may be outstanding at any time or from time to time may be increased or reduced and subsequently reborrowed.

V.
OTHER AGREEMENTS.

5.1.Releases.

28

(a)(i)  If, in connection with (A) any exercise of remedies or Enforcement (including as provided for in Section 3.1(b) or Section 6.8(a)) or any Going Out of Business Sale, or (B) any sale, transfer or other disposition of all or any portion of the ABL Priority Collateral, so long as such sale, transfer or other disposition is then not prohibited by the ABL Documents (or consented to by the requisite ABL Lenders) or by the Note Documents (or consented to by the requisite Noteholders), irrespective of whether an ABL Default has occurred and is continuing, the ABL Agent, on behalf of any of the ABL Claimholders, releases any of its Liens on any part of the ABL Priority Collateral, then the Liens, if any, of the Notes Agent, for the benefit of the Note Claimholders, on the Collateral sold or disposed of in connection therewith, shall be automatically, unconditionally and simultaneously released; provided that, to the extent the Proceeds of such ABL Priority Collateral are not applied to reduce ABL Obligations, the Notes Agent shall retain a Lien on such Proceeds in accordance with the terms of this Agreement.  The Notes Agent, on behalf of the Note Claimholders, promptly shall execute and deliver to the ABL Agent or such Grantor such termination statements, releases and other documents as the ABL Agent or such Grantor may request in writing to effectively confirm such release.

(ii)If, in connection with (A) any exercise of remedies or Enforcement (including as provided for in Sections 3.2(b) or Section 6.8(b)), or (B) any sale, transfer or other disposition of all or any portion of the Notes Priority Collateral, so long as such sale, transfer or other disposition is then not prohibited by the Note Documents (or consented to by the requisite Noteholders) or by the ABL Documents (or consented to by the requisite ABL Lenders), irrespective of whether a Note Default has occurred and is continuing, the Notes Agent, on behalf of any of the Note Claimholders, releases any of its Liens on any part of the Notes Priority Collateral, then the Liens, if any, of the ABL Agent, for the benefit of the ABL Claimholders, on the Collateral sold or disposed of in connection therewith, shall be automatically, unconditionally and simultaneously released; provided that the provisions of Section 3.3 and 3.4 shall continue, to the extent such Sections are applicable at the time of such sale, transfer or other disposition; provided, further that, to the extent the Proceeds of such Notes Priority Collateral are not applied to reduce Note Obligations, the ABL Agent shall retain a Lien on such Proceeds in accordance with the terms of this Agreement.  The ABL Agent, on behalf of the ABL Claimholders, promptly shall execute and deliver to the Notes Agent or such Grantor such termination statements, releases and other documents as the Notes Agent or such Grantor may request to effectively confirm such release.

(b)Until the Discharge of ABL Obligations and Discharge of Note Obligations shall occur, the ABL Agent, on behalf of the ABL Claimholders, and the Notes Agent, on behalf of the Note Claimholders, as applicable, hereby irrevocably constitutes and appoints the other Agent and any officer or agent of the other Agent, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of the other Agent or such holder or in the Agent’s own name, from time to time in such Agent’s discretion exercised in good faith, for the purpose of carrying out the terms of this Section 5.1, to take any and all appropriate action and to execute any and all documents and instruments which may be necessary to accomplish the purposes of this Section 5.1, including any endorsements or other instruments of transfer or release.

29

(c)Until the Discharge of ABL Obligations and Discharge of Note Obligations shall occur, to the extent that the Agents or the ABL Claimholders or the Note Claimholders (i) have released any Lien on Collateral and such Lien is later reinstated or (ii) obtain any new Liens from any Grantor, then, in accordance with Section 2.3, the Grantors shall grant a Lien on any such Collateral, subject to the Lien priority provisions of this Agreement, to the other Agent, for the benefit of the ABL Claimholders or Note Claimholders, as applicable.

5.2.Insurance.

(a)Unless and until the Discharge of ABL Obligations and subject to the terms of, and the rights of the Grantors under, the ABL Loan Documents, the ABL Agent, on behalf of the ABL Claimholders, shall have the sole and exclusive right to adjust settlement for any insurance policy covering the ABL Priority Collateral in the event of any loss thereunder and to approve any award granted in any condemnation or similar proceeding (or any deed in lieu of condemnation) affecting such Collateral.  Until the Discharge of ABL Obligations has occurred, (i) all Proceeds of any such policy and any such award (or any payments with respect to a deed in lieu of condemnation) if in respect of the ABL Priority Collateral and to the extent required by the ABL Loan Documents shall be paid to the ABL Agent for the benefit of the ABL Claimholders pursuant to the terms of the ABL Loan Documents (including, without limitation, for purposes of cash collateralization of letters of credit) and thereafter, if the Discharge of ABL Obligations has occurred, and subject to the rights of the Grantors under the Note Security Documents, to the Notes Agent for the benefit of the Note Claimholders to the extent required under the Note Security Documents and then, to the extent no Note Obligations are outstanding, to the owner of the subject property, such other Person as may be entitled thereto or as a court of competent jurisdiction may otherwise direct, and (ii) if the Notes Agent or any Note Claimholders shall, at any time, receive any Proceeds of any such insurance policy or any such award or payment with respect to ABL Priority Collateral in contravention of this Agreement, it shall segregate and hold in trust and forthwith pay such Proceeds over to the ABL Agent in accordance with the terms of Section 4.2.

(b)Unless and until the Discharge of Note Obligations has occurred, subject to the terms of, and the rights of the Grantors under, the Note Documents, (i) the Notes Agent, on behalf of the Note Claimholders, shall have the sole and exclusive right to adjust settlement for any insurance policy covering the Notes Priority Collateral in the event of any loss thereunder and to approve any award granted in any condemnation or similar proceeding (or any deed in lieu of condemnation) affecting such Collateral; (ii) all Proceeds of any such policy and any such award (or any payments with respect to a deed in lieu of condemnation) if in respect of the Notes Priority Collateral and to the extent required by the Note Documents shall be paid to the Notes Agent for the benefit of the Note Claimholders pursuant to the terms of the Note Documents and thereafter, if the Discharge of Note Obligations has occurred, and subject to the rights of the Grantors under the ABL Loan Documents, to the ABL Agent for the benefit of the ABL Claimholders to the extent required under the ABL Security Documents and then, to the extent no ABL Obligations are outstanding, to the owner of the subject property, such other Person as may be entitled thereto or as a court of competent jurisdiction may otherwise direct, and (iii) if the ABL Agent or any ABL Claimholders shall, at any time, receive any Proceeds of any such insurance policy or any such award or payment with respect to Notes Priority Collateral in contravention of

30

this Agreement, it shall segregate and hold in trust and forthwith pay such Proceeds over to the Notes Agent in accordance with the terms of Section 4.2.

(c)To effectuate the foregoing, and to the extent that the pertinent insurance company agrees to issue such endorsements, the Agents shall each receive separate lender’s loss payable endorsements naming themselves as loss payee and additional insured, as their interests may appear, with respect to any policies which insure Collateral hereunder.

5.3.Amendments to ABL Loan Documents and Note Documents; Refinancing.

(a)Subject to Sections 5.3(c) and 5.3(d), the ABL Loan Documents and Note Documents may be amended, supplemented or otherwise modified in accordance with their terms, all without affecting the Lien subordination or other provisions of this Agreement.  The ABL Obligations may be Refinanced without notice to, or the consent of, the Notes Agent or the Note Claimholders and without affecting the Lien subordination or other provisions of this Agreement, and the Note Obligations may be Refinanced without notice to, or consent of, the ABL Agent or the ABL Claimholders and without affecting the Lien subordination and other provisions of this Agreement so long as such Refinancing is on terms and conditions that would not violate the Note Documents or the ABL Loan Documents, each as in effect on the date hereof (or, if less restrictive to the Issuers, as in effect on the date of such amendment or Refinancing); provided, however, that, in each case, the lenders or holders of such Refinancing debt bind themselves in a writing addressed to the Notes Agent and the Note Claimholders or the ABL Agent and the ABL Claimholders, as applicable, to the terms of this Agreement; provided further, however, that, if such Refinancing debt is secured by a Lien on any Collateral the holders of such Refinancing debt shall be deemed bound by the terms hereof regardless of whether or not such writing is provided.  For the avoidance of doubt, the sale or other transfer of Indebtedness is not restricted by this Agreement but the provisions of this Agreement shall be binding on all holders of ABL Obligations and Note Obligations.

(b)Subject to Sections 5.3(c) and 5.3(d), the ABL Agent and the Notes Agent shall each use good faith efforts to notify the other party of any written amendment or modification to the ABL Documents and Note Documents, but the failure to do so shall not create a cause of action against the party failing to give such notice or create any claim or right on behalf of any third party.

(c)Without the consent of the Notes Agent, the ABL Claimholders will not be entitled to agree (and will not agree) to any amendment to or modification of the ABL Loan Documents, whether in a Refinancing or otherwise, that is not permitted by the Indenture as in effect on the date hereof (or, if less restrictive to the ABL Claimholders, on the date of such amendment or modification).

(d)Without the consent of the ABL Agent, the Notes Agent and the Note Claimholders will not be entitled to agree (and will not agree) to any amendment to or modification of the Note Documents, whether in a Refinancing or otherwise, that is not permitted by the ABL Credit Agreement as in effect on the date hereof (or, if less restrictive to the Note Claimholders, on the date of such amendment or modification).

31

(e)So long as the Discharge of ABL Obligations has not occurred, the Notes Agent agrees that each applicable Note Security Document that grants a Lien on any material Collateral shall include the following language (or similar language acceptable to the ABL Agent):  “Notwithstanding anything herein to the contrary, the liens and security interests granted to U.S. Bank National Association, as Trustee, pursuant to this Agreement and the exercise of any right or remedy by U.S. Bank National Association, as Trustee hereunder, are subject to the provisions of the Intercreditor Agreement dated as of October 9, 2009 (as amended, restated, supplemented or otherwise modified from time to time, the “Intercreditor Agreement”), among Bank of America, N.A., as the ABL Agent, U.S. Bank National Association, as Trustee and as Notes Agent and the Grantors (as defined in the Intercreditor Agreement) from time to time party thereto.  In the event of any conflict between the terms of the Intercreditor Agreement and the terms of this Agreement, the terms of the Intercreditor Agreement shall govern and control.”

(f)So long as the Discharge of Note Obligations has not occurred, the ABL Agent agrees that each applicable ABL Security Document executed on or after the date hereof that grants a Lien on any material Collateral shall include the following language (or similar language acceptable to the Note Agent):  “Notwithstanding anything herein to the contrary, the liens and security interests granted to the Agent pursuant to this Agreement and the exercise of any right or remedy by the Agent hereunder, are subject to the provisions of the Intercreditor Agreement dated as of October 9, 2009 (as amended, restated, supplemented or otherwise modified from time to time, the “Intercreditor Agreement”), among the Administrative Agent, as ABL Agent, U.S. Bank National Association, as Trustee and as Notes Agent and the Grantors (as defined in the Intercreditor Agreement) from time to time party thereto.  In the event of any conflict between the terms of the Intercreditor Agreement and the terms of this Agreement, the terms of the Intercreditor Agreement shall govern and control.”

5.4.Bailees for Perfection.

(a)Each Agent agrees to hold that part of the Collateral that is in its possession or control (or in the possession or control of its agents or bailees) to the extent that possession or control thereof is taken to perfect a Lien thereon (such Collateral, which shall include, without limitation, Deposit Accounts, Securities Accounts and Capital Stock, being the “Pledged Collateral”) as (i) in the case of the ABL Agent, the collateral agent for the ABL Claimholders under the ABL Loan Documents or, in the case of the Notes Agent, the collateral agent for the Note Claimholders under the Note Documents and (ii) gratuitous bailee for the benefit of the other Agent (such bailment being intended, among other things, to satisfy the requirements of Sections 8-301(a)(2) and 9-313(c) of the UCC) and any assignee solely for the purpose of perfecting the security interest granted under the ABL Loan Documents and the Note Documents, respectively, subject to the terms and conditions of this Section 5.4.  The Notes Agent and the Note Claimholders hereby appoint the ABL Agent as their agent for the purposes of perfecting their security interest in all Deposit Accounts and Securities Accounts of the Issuers and the Company Subsidiaries.  The ABL Agent hereby accepts such appointment and acknowledges and agrees that it shall act for the benefit of the Notes Agent and the other Note Claimholders under each Account Agreement and that any Proceeds received by the ABL Agent under any Account Agreement shall be applied in accordance with Article IV.  In furtherance of the foregoing, each Grantor hereby grants (x) a security interest in the Pledged Collateral to the Notes

32

Agent for the benefit of the ABL Claimholders and (y) a security interest in the Pledged Collateral (other than securities of the Issuers or the Company Subsidiaries to the extent such security interest would require the filing of financial statements with the Securities and Exchange Commission pursuant to Rule 3-16 of Regulation S-X under the Securities Act of 1933, as amended) to the ABL Agent for the benefit of the Note Claimholders.

(b)Neither Agent shall have any obligation whatsoever to the other Agent, to any other ABL Claimholder, or to any other Note Claimholder to ensure that the Pledged Collateral is genuine or owned by any of the Grantors or to preserve rights or benefits of any Person except as expressly set forth in this Section 5.4.  The duties or responsibilities of the respective Agents under this Section 5.4 shall be limited solely to holding the Pledged Collateral as bailee in accordance with this Section 5.4 and delivering the Pledged Collateral or Proceeds thereof upon a Discharge of ABL Obligations or Discharge of Note Obligations, as applicable, as provided in paragraph (d) below.

(c)Neither Agent acting pursuant to this Section 5.4 shall have by reason of the ABL Loan Documents, the Note Documents, this Agreement or any other document a fiduciary relationship in respect of the other Agent, any other ABL Claimholder or any other Note Claimholder.

(d)Upon the Discharge of ABL Obligations or the Discharge of Note Obligations, as applicable, the Agent under the ABL Credit Agreement or Note Agreement, as applicable, that has been discharged shall deliver the remaining Pledged Collateral (if any) together with any necessary endorsements, first, to the other Agent to the extent the other Obligations remain outstanding, and second, to the applicable Grantor to the extent the Discharge of ABL Obligations and the Discharge of Note Obligations have occurred (in each case, so as to allow such Person to obtain possession or control of such Pledged Collateral) or as otherwise required by law.  Each Agent further agrees to take all other action reasonably requested by the other Agent in connection with the other Agent obtaining a first-priority interest in the Collateral or as a court of competent jurisdiction may otherwise direct.  Notwithstanding anything to the contrary contained in this Agreement, any obligation of the Agent, which has been discharged, to make any delivery to the other Agent under this Section 5.4(d) is subject to (i) the order of any court of competent jurisdiction, or (ii) any automatic stay imposed in connection with any Insolvency or Liquidation Proceeding.

(e)Subject to the terms of this Agreement, (i) so long as the Discharge of ABL Obligations has not occurred, the ABL Agent shall be entitled to deal with the Pledged Collateral or Collateral within its “control” in accordance with the terms of this Agreement and other ABL Loan Documents, but only to the extent that such Collateral constitutes ABL Priority Collateral, as if the Liens of the Notes Agent on behalf of the Note Claimholders did not exist, and (ii) so long as the Discharge of Note Obligations has not occurred, the Notes Agent shall be entitled to deal with the Pledged Collateral or Collateral within its “control” in accordance with the terms of this Agreement and other Note Documents, but only to the extent that such Collateral constitutes Notes Priority Collateral, as if the Liens of the ABL Agent on behalf of the ABL Claimholders did not exist.

33

VI.
INSOLVENCY OR LIQUIDATION PROCEEDINGS.

6.1.Finance and Sale Issues.  The Notes Agent, on behalf of the Note Claimholders, hereby agrees that, until the Discharge of ABL Obligations has occurred, if any Grantor shall be subject to any Insolvency or Liquidation Proceeding and the ABL Agent shall desire to permit the use of “Cash Collateral” (as such term is defined in Section 363(a) of the Bankruptcy Code) constituting ABL Priority Collateral or to permit any Grantor to obtain financing, whether from the ABL Claimholders or any other Person under Section 364 of the Bankruptcy Code or any similar Bankruptcy Law (“DIP Financing”) secured by a Lien on ABL Priority Collateral, then any Note Claimholder will not be entitled to raise (and will not raise or support any Person in raising), but instead shall be deemed to have hereby irrevocably and absolutely waived, any objection to, and shall not otherwise in any manner be entitled to oppose or will oppose or support any Person in opposing, such Cash Collateral use or DIP Financing (including, except as expressly provided below, that the Note Claimholders are entitled to adequate protection of their interest in the Collateral as a condition thereto) so long as such Cash Collateral use or DIP Financing meets the following requirements:  (i) the Notes Agent and the other Note Claimholders retain a Lien on the Collateral and, with respect to the Notes Priority Collateral, with the same priority as existed prior to the commencement of the Insolvency or Liquidation Proceeding, (ii) to the extent that the ABL Agent is granted adequate protection in the form of a Lien, the Notes Agent is permitted to seek a Lien (without objection from the ABL Agent or any ABL Claimholder) on Collateral arising after the commencement of the Insolvency or Liquidation Proceeding (so long as, with respect to ABL Priority Collateral, such Lien is junior to the Liens securing such DIP Financing and any other Liens in favor of the ABL Agent), (iii) the terms of the Cash Collateral use or the DIP Financing require that any Lien on the Notes Priority Collateral to secure such DIP Financing is subordinate to the Lien of the Notes Agent securing the Note Obligations with respect thereto and (iv) the terms of such DIP Financing or use of Cash Collateral do not require any Grantor to seek approval for any Plan of Reorganization that is inconsistent with this Agreement.  The Notes Agent shall be required to subordinate and will subordinate its Liens in the ABL Priority Collateral to the Liens securing such DIP Financing (and all obligations relating thereto, including any “carve-out” granting administrative priority status or Lien priority to secure repayment of fees and expenses of professionals retained by any debtor or creditors’ committee) and, consistent with the preceding provisions of this Section 6.1, will not request adequate protection or any other relief in connection therewith (except as expressly provided in clause (ii) above); provided, however, if the Liens securing the DIP Financing rank junior to the Liens securing the ABL Obligations, the Notes Agent shall be required to subordinate its Liens in the ABL Priority Collateral to the Liens securing such DIP Financing.  The Notes Agent, on behalf of itself and the Note Claimholders, agrees that no such Person shall provide to such Grantor any DIP Financing to the extent that the Notes Agent or any Note Claimholder would, in connection with such financing, be granted a Lien on the ABL Priority Collateral senior to or pari passu with the Liens of the ABL Agent.  The ABL Agent, on behalf of itself and the ABL Claimholders, agrees that no such Persons shall provide to such Grantor any DIP Financing to the extent that the ABL Agent or any ABL Claimholder would, in connection with such financing, be granted a Lien on the Notes Priority Collateral senior to or pari passu with the Liens of the Notes Agent.

34

6.2.Relief from the Automatic Stay.

(a)Until the Discharge of ABL Obligations, the Notes Agent, on behalf of the other Note Claimholders, agrees that none of them shall seek (or support any other Person seeking) relief from the automatic stay or any other stay in any Insolvency or Liquidation Proceeding in respect of the ABL Priority Collateral, without the prior written consent of the ABL Agent (given or not given in its sole and absolute discretion), unless (i) the ABL Agent already has filed a motion (which remains pending) for such relief with respect to its interest in such ABL Priority Collateral and (ii) a corresponding motion, in the reasonable judgment of the Notes Agent, must be filed for the purpose of preserving the Notes Agent’s ability to receive residual distributions pursuant to Section 4.1, although the Note Claimholders shall otherwise remain subject to the restrictions in Section 3.1 following the granting of any such relief from the automatic stay.

(b)Until the Discharge of Note Obligations has occurred, the ABL Agent, on behalf of the other ABL Claimholders, agrees that none of them shall seek (or support any other Person seeking) relief from the automatic stay or any other stay in any Insolvency or Liquidation Proceeding in respect of the Notes Priority Collateral (other than to the extent such relief is required to exercise its rights under Sections 3.3 and 3.4), without the prior written consent of the Notes Agent (given or not given in its sole and absolute discretion), unless (i) the Notes Agent already has filed a motion (which remains pending) for such relief with respect to its interest in the Notes Priority Collateral and (ii) a corresponding motion, in the reasonable judgment of the ABL Agent, must be filed for the purpose of preserving the ABL Agent’s ability to receive residual distributions pursuant to Section 4.1, although the ABL Agent shall otherwise remain subject to the restrictions in Section 3.2 following the granting of any such relief from the automatic stay.

6.3.Adequate Protection.

(a)The Notes Agent, on behalf of itself and the Note Claimholders, agrees that none of them shall be entitled to contest and none of them shall contest (or support any other Person contesting) (but instead shall be deemed to have hereby irrevocably, absolutely, and unconditionally waived any right):

(i)any request by the ABL Agent or the other ABL Claimholders for relief from the automatic stay with respect to the ABL Priority Collateral; or

(ii)any request by the ABL Agent or the other ABL Claimholders for adequate protection with respect to the ABL Priority Collateral (except to the extent any such adequate protection is a payment from Notes Priority Collateral); or

(iii)any objection by the ABL Agent or the other ABL Claimholders to any motion, relief, action or proceeding based on the ABL Agent or the other ABL Claimholders claiming a lack of adequate protection with respect to the ABL Priority Collateral.

(b)The ABL Agent, on behalf of itself and the ABL Claimholders, agrees that none of them shall be entitled to contest and none of them shall contest (or support any other

35

Person contesting) (but instead shall be deemed to have hereby irrevocably, absolutely, and unconditionally waived any right):

(i)any request by the Notes Agent or the other Note Claimholders for relief from the automatic stay with respect to the Notes Priority Collateral; or

(ii)any request by the Notes Agent or the Note Claimholders for adequate protection with respect to the Notes Priority Collateral (except to the extent any such adequate protection is a payment from ABL Priority Collateral); or

(iii)any objection by the Notes Agent or the Note Claimholders to any motion, relief, action or proceeding based on the Notes Agent or the Note Claimholders claiming a lack of adequate protection with respect to the Notes Priority Collateral.

(c)Consistent with the foregoing provisions in this Section 6.3, and except as provided in Sections 6.1 and 6.7, in any Insolvency or Liquidation Proceeding:

(i)no Note Claimholder shall be entitled (and each Note Claimholder shall be

deemed to have hereby irrevocably, absolutely, and unconditionally waived any right):

(1) to seek or otherwise be granted any type of adequate protection with respect to its interests in the ABL Priority Collateral (except as expressly set forth in Section 6.1 or as may otherwise be consented to in writing by the ABL Agent in its sole and absolute discretion); provided, however, subject to Section 6.1, Note Claimholders may seek and obtain adequate protection in the form of an additional or replacement Lien on Collateral so long as (i) the ABL Claimholders have been granted adequate protection in the form of a replacement lien on such Collateral, and (ii) any such Lien on ABL Priority Collateral (and on any Collateral granted as adequate protection for the ABL Claimholders in respect of their interest in such ABL Priority Collateral) is subordinated to the Liens of the ABL Agent in such Collateral on the same basis as the other Liens of the Notes Agent on ABL Priority Collateral; and

(2) to seek or otherwise be granted any adequate protection payments with respect to its interests in the Collateral from Proceeds of ABL Priority Collateral (except as may be consented to in writing by the ABL Agent in its sole and absolute discretion)

(ii) no ABL Claimholder shall be entitled (and each ABL Claimholder shall be deemed to have hereby irrevocably, absolutely, and unconditionally waived any right):

(1)to seek or otherwise be granted any type of adequate protection in respect of Notes Priority Collateral except as may be consented to in writing by the Notes Agent in its sole and absolute discretion; provided, however, ABL Claimholders may seek and obtain adequate protection in the form of an additional or replacement Lien on Collateral so long as (i) the Note Claimholders have been granted adequate protection in the form of a replacement lien on such Collateral, and (ii) any such Lien on Notes Priority Collateral (and on any Collateral granted as adequate protection for the Note Claimholders in respect of their interest in such Notes Priority Collateral) is subordinated to the Liens of

36

the Notes Agent in such Collateral on the same basis as the other Liens of the ABL Agent on Notes Priority Collateral; and

(2) to seek or otherwise be granted any adequate protection payments with respect to its interests in the Collateral from Proceeds of Notes Priority Collateral (except as may be consented to in writing by the Notes Agent in its sole and absolute discretion)

(d)With respect to (i) the ABL Priority Collateral, nothing herein shall limit the rights of the Notes Agent or the Note Claimholders from seeking adequate protection with respect to their rights in the Notes Priority Collateral in any Insolvency or Liquidation Proceeding (including adequate protection in the form of a cash payment, periodic cash payments or otherwise, other than from Proceeds of ABL Priority Collateral) so long as such request is not otherwise inconsistent with this Agreement and (ii) the Notes Priority Collateral, nothing herein shall limit the rights of the ABL Agent or the ABL Claimholders from seeking adequate protection with respect to their rights in the ABL Priority Collateral in any Insolvency or Liquidation Proceeding (including adequate protection in the form of a cash payment, periodic cash payments or otherwise, other than from Proceeds of Notes Priority Collateral) so long as such request is not otherwise inconsistent with this Agreement.

6.4.Avoidance Issues.  If any ABL Claimholder or Note Claimholder is required in any Insolvency or Liquidation Proceeding or otherwise to turn over or otherwise pay to the estate of the applicable Grantor any amount paid in respect of ABL Obligations or the Note Obligations, as applicable (a “Recovery”), then such ABL Claimholders or Note Claimholders shall be entitled to a reinstatement of ABL Obligations or the Note Obligations, as applicable, with respect to all such recovered amounts.  If this Agreement shall have been terminated prior to such Recovery, this Agreement shall be reinstated in full force and effect, and such prior termination shall not diminish, release, discharge, impair or otherwise affect the obligations of the parties hereto from such date of reinstatement.

6.5.Reorganization Securities.  Subject to the ability of the ABL Claimholders and the Note Claimholders, as applicable, to support or oppose confirmation or approval of any Conforming Plan of Reorganization or to oppose confirmation or approval of any Non-Conforming Plan of Reorganization, as provided herein, if, in any Insolvency or Liquidation Proceeding, debt obligations of the reorganized debtor secured by Liens upon any property of the reorganized debtor are distributed pursuant to a Plan of Reorganization, both on account of ABL Obligations and on account of Note Obligations, then, to the extent the debt obligations distributed on account of the ABL Obligations and on account of the Note Obligations are secured by Liens upon the same property, the provisions of this Agreement will survive the distribution of such debt obligations pursuant to such plan and will apply with like effect to the debt obligations so distributed, to the Liens securing such debt obligations and the distribution of Proceeds thereof.

6.6.Post-Petition Interest.

(a)Neither the Notes Agent nor any Note Claimholder shall oppose or seek to challenge:

37

(i) any claim by the ABL Agent or any ABL Claimholder for allowance in any Insolvency or Liquidation Proceeding of ABL Obligations consisting of post-petition interest, fees or expenses to the extent of the value of the Lien on the ABL Priority Collateral securing any ABL Claimholder’s claim, without regard to the existence of the Lien of the Notes Agent on behalf of the Note Claimholders on the Collateral;

(ii) the payment of such expenses allowed in accordance with Section 6.6(a)(i);

or

(iii) the payment of such interest and fees allowed in accordance with Section

6.6(a)(i) solely from Proceeds of ABL Priority Collateral;

provided that nothing contained in this Section 6.6(a) prohibits the Notes Agent on behalf of the Note Claimholders from seeking adequate protection (to the extent it has not already done so under other provisions of this Agreement) with respect to their rights in the Notes Priority Collateral in any Insolvency or Liquidation Proceeding if such Notes Priority Collateral is the source of payment of post-petition expenses payable to the ABL Agent or any ABL Claimholder.

(b) Neither the ABL Agent nor any other ABL Claimholder shall oppose or seek to challenge:

(i) any claim by the Notes Agent or any Note Claimholder for allowance in any Insolvency or Liquidation Proceeding of Note Obligations consisting of post-petition interest, fees or expenses to the extent of the value of the Lien on the Notes Priority Collateral securing any Note Claimholder’s claim, without regard to the existence of the Lien of the ABL Agent on behalf of the ABL Claimholders on the Collateral;

(ii) the payment of such expenses allowed in accordance with Section 6.6(b)(i);

or

(iii) the payment of such interest and fees allowed in accordance with Section 6.6(b)(i) solely from Proceeds of Notes Priority Collateral

provided that nothing contained in this Section 6.6(b) prohibits the ABL Agent on behalf of the ABL Claimholders from seeking adequate protection (to the extent it has not already done so under other provisions of this Agreement) with respect to their rights in the ABL Priority Collateral in any Insolvency or Liquidation Proceeding if such ABL Priority Collateral is the source of payment of post-petition expenses payable to the Notes Agent or any Note Claimholder.

6.7.Separate Grants of Security and Separate Classification.  The Notes Agent, on behalf of the Note Claimholders, and the ABL Agent on behalf of the ABL Claimholders, acknowledge and intend that:  the grants of Liens pursuant to the ABL Security Documents and the Note Security Documents constitute two separate and distinct grants of Liens, and because of, among other things, their differing rights in the Collateral, the Note Obligations are fundamentally different from the ABL Obligations and must be separately classified in any Plan of

38

Reorganization proposed or confirmed (or approved) in an Insolvency or Liquidation Proceeding.  To further effectuate the intent of the parties as provided in the immediately preceding sentence, if it is held that the claims of the ABL Claimholders and the Note Claimholders in respect of the Collateral constitute claims in the same class (rather than separate classes of senior and junior secured claims), then the ABL Claimholders and the Note Claimholders hereby acknowledge and agree that all distributions shall be made as if there were separate classes of ABL Obligations and Note Obligations against the Grantors (with the effect being that, to the extent that the aggregate value of the ABL Priority Collateral or Notes Priority Collateral is sufficient (for this purpose ignoring all claims held by the other Secured Parties for whom such Collateral is non-priority in accordance with Section 2.1 and Section 2.2), the ABL Claimholders or the Note Claimholders, respectively, shall be entitled to receive, in addition to amounts distributed to them in respect of principal, pre-petition interest and other claims, all amounts owing in respect of post-petition interest, fees or expenses that is available from each pool of priority Collateral for each of the ABL Claimholders and the Note Claimholders, respectively, before any distribution is made in respect of the claims held by the other Secured Parties for whom such Collateral is non-priority, with such other Secured Parties hereby acknowledging and agreeing to turn over to the respective other Secured Parties amounts otherwise received or receivable by them to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the aggregate recoveries.

6.8.Asset Dispositions in an Insolvency or Liquidation Proceeding.

(a)Without limiting the ABL Agent’s and the ABL Claimholders’ rights under Section 3.1(b), neither the Notes Agent nor any other Note Claimholder shall, in any Insolvency or Liquidation Proceeding or otherwise, oppose any sale or disposition of any ABL Priority Collateral that is supported by the ABL Claimholders, and the Notes Agent and each other Note Claimholder will be deemed to have irrevocably, absolutely, and unconditionally consented under Section 363 of the Bankruptcy Code (and otherwise) to any sale of any ABL Priority Collateral supported by the ABL Claimholders and to have released their Liens on such assets; provided that to the extent the Proceeds of such Collateral are not applied to reduce ABL Obligations the Notes Agent shall retain a Lien on such Proceeds in accordance with the terms of this Agreement.

(b)Without limiting the Notes Agent’s and the Note Claimholders’ rights under Section 3.2(b), neither the ABL Agent nor any other ABL Claimholder shall, in any Insolvency Proceeding or otherwise, oppose any sale or disposition of any Notes Priority Collateral that is supported by the Note Claimholders and made subject to Section 3.3(d), and the ABL Agent and each other ABL Claimholder will be deemed to have consented under Section 363 of the Bankruptcy Code (and otherwise) to any sale of any Notes Priority Collateral supported by the Note Claimholders and to have released their Liens on such assets; provided that to the extent the Proceeds of such Collateral are not applied to reduce Note Obligations, the ABL Agent shall retain a Lien on such Proceeds in accordance with the terms of this Agreement; provided further that the ABL Agent’s and the ABL Claimholders’ rights under Sections 3.3 and 3.4 shall survive any such sale or disposition.

39

VII.
RELIANCE; WAIVERS; ETC.

7.1.Reliance.  Other than any reliance on the terms of this Agreement, the ABL Agent, on behalf of the ABL Claimholders, acknowledges that it and the other ABL Claimholders have, independently and without reliance on the Notes Agent or any Note Claimholder, and based on documents and information deemed by them appropriate, made their own credit analysis and decision to enter into ABL Loan Documents and be bound by the terms of this Agreement, and they will continue to make their own credit decision in taking or not taking any action under the ABL Loan Documents or this Agreement.  The Notes Agent, on behalf of the Note Claimholders, acknowledges that it and the other Note Claimholders have, independently and without reliance on the ABL Agent or any other ABL Claimholder, and based on documents and information deemed by them appropriate, made their own credit analysis and decision to enter into each of the other Note Documents and be bound by the terms of this Agreement, and they will continue to make their own credit decision in taking or not taking any action under the Note Documents or this Agreement.

7.2.No Warranties or Liability.  The ABL Agent, on behalf of the ABL Claimholders, acknowledges and agrees that each of the Notes Agent and the Note Claimholders have made no express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility or enforceability of any of the other Note Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon.  Except as otherwise provided in this Agreement, the Notes Agent and the Note Claimholders will be entitled to manage and supervise their respective loans and extensions of credit under the Note Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate.  The Notes Agent, on behalf the Note Claimholders, acknowledges and agrees that the ABL Agent and the other ABL Claimholders have made no express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility or enforceability of any of the other ABL Loan Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon.  Except as otherwise provided herein, the ABL Agent and the other ABL Claimholders will be entitled to manage and supervise their respective loans and extensions of credit under their respective ABL Loan Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate.  The Notes Agent and the Note Claimholders shall have no duty to the ABL Agent or any of the ABL Claimholders, and the ABL Agent and the other ABL Claimholders shall have no duty to the Notes Agent or any of the other Note Claimholders, to act or refrain from acting in a manner which allows, or results in, the occurrence or continuance of an event of default or default under any agreements with any Grantor (including the ABL Loan Documents and the Note Documents), regardless of any knowledge thereof which they may have or be charged with.

7.3.No Waiver of Lien Priorities.

(a)No right of the Agents, the other ABL Claimholders or the other Note Claimholders to enforce any provision of this Agreement or any ABL Loan Document or Note Document shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of any Grantor or by any act or failure to act by such Agents, ABL Claimholders or Note Claimholders or by any noncompliance by any Person with the terms, provisions and covenants

40

of this Agreement, any of the ABL Loan Documents or any of the Note Documents, regardless of any knowledge thereof which the Agents or the ABL Claimholders or Note Claimholders, or any of them, may have or be otherwise charged with.

(b)Without in any way limiting the generality of the foregoing paragraph (but subject to the rights of the Grantors under the ABL Loan Documents and Note Documents and subject to the provisions of Sections 5.3(a), 5.3(c), and, as applicable, 5.3(d)), the Agents, the other ABL Claimholders and the other Note Claimholders may, at any time and from time to time in accordance with the ABL Loan Documents and Note Documents and/or applicable law, without the consent of, or notice to, the other Agent or the ABL Claimholder or the Note Claimholders (as applicable), without incurring any liabilities to such Persons and without impairing or releasing the Lien priorities and other benefits provided in this Agreement (even if any right of subrogation or other right or remedy is affected, impaired or extinguished thereby) do any one or more of the following:

(i)change the manner, place or terms of payment or change or extend the time of payment of, or amend, renew, exchange, increase or alter, the terms of any of the Obligations or any Lien or guaranty thereof or any liability of any Grantor, or any liability incurred directly or indirectly in respect thereof (including any increase in or extension of the Obligations, without any restriction as to the tenor or terms of any such increase or extension) or otherwise amend, renew, exchange, extend, modify or supplement in any manner any Liens held by the Agents or any rights or remedies under any of the ABL Loan Documents or the Note Documents;

(ii)sell, exchange, release, surrender, realize upon, enforce or otherwise deal with in any manner and in any order any part of the Collateral (except to the extent provided in this Agreement) or any liability of any Grantor or any liability incurred directly or indirectly in respect thereof;

(iii)settle or compromise any Obligation or any other liability of any Grantor or any security therefor or any liability incurred directly or indirectly in respect thereof and apply any sums by whomsoever paid and however realized to any liability in any manner or order that is not inconsistent with the terms of this Agreement; and

(iv)exercise or delay in or refrain from exercising any right or remedy against any security or any Grantor or any other Person, elect any remedy and otherwise deal freely with any Grantor.

7.4.Obligations Unconditional.  All rights, interests, agreements and obligations of the ABL Claimholders and the Note Claimholders, respectively, hereunder shall remain in full force and effect irrespective of:

(a)any lack of validity or enforceability of any ABL Loan Documents or any Note Documents;

(b)except, in each case, as otherwise expressly set forth in this Agreement, any change in the time, manner or place of payment of, or in any other terms of, all or any of the ABL Obligations or Note Obligations, or any amendment or waiver

41

or other modification, including any increase in the amount thereof, whether by course of conduct or otherwise, of the terms of any ABL Loan Document or any Note Document;

(c)except as otherwise expressly set forth in this Agreement, any exchange, release, voiding, avoidance or non-perfection of any security interest in any Collateral or any other collateral, or any amendment, waiver or other modification, whether in writing or by course of conduct or otherwise, of all or any of the ABL Obligations or Note Obligations or any guaranty thereof;

(d)the commencement of any Insolvency or Liquidation Proceeding in respect of any Grantor; or

(e)any other circumstances which otherwise might constitute a defense available to, or a discharge of, any Grantor in respect of the ABL Agent, the ABL Obligations, any ABL Claimholder, the Notes Agent, the Note Obligations or any Note Claimholder in respect of this Agreement.

VIII.
MISCELLANEOUS.

8.1.Conflicts.  In the event of any conflict between the provisions of this Agreement and the provisions of any ABL Loan Document or any Note Document, the provisions of this Agreement shall govern and control.

8.2.Effectiveness; Continuing Nature of this Agreement; Severability.  This Agreement shall become effective when executed and delivered by the parties hereto.  This is a continuing agreement of Lien subordination (as opposed to an agreement of debt or claim subordination), and the ABL Claimholders and Note Claimholders may continue, at any time and without notice to the other Agent, to extend credit and other financial accommodations and lend monies to or for the benefit of any Grantor in reliance hereon.  Each of the Agents, on behalf the ABL Claimholders or the Note Claimholders, as applicable, hereby irrevocably, absolutely, and unconditionally waives any right any Claimholder may have under applicable law to revoke this Agreement or any of the provisions of this Agreement.  The terms of this Agreement shall survive, and shall continue in full force and effect, in any Insolvency or Liquidation Proceeding.  Consistent with, but not in limitation of, the preceding sentence, each of the Agents, on behalf of the ABL Claimholders and the Note Claimholders, as applicable, irrevocably acknowledges that this Agreement constitutes a “subordination agreement” within the meaning of both New York law and Section 510(a) of the Bankruptcy Code.  Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall not invalidate the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.  All references to any Grantor shall include such Grantor as debtor and debtor-in-possession and any receiver or trustee for any Grantor (as applicable) in any Insolvency or Liquidation Proceeding.  This Agreement shall terminate and be of no further force and effect:

42

(a)with respect to the ABL Agent, the ABL Claimholders and the ABL Obligations, the date of the Discharge of ABL Obligations, subject to the rights of the ABL Claimholders under Section 6.4; and

(b)with respect to the Notes Agent, the Note Claimholders and the Note Obligations, the date of the Discharge of Note Obligations, subject to the rights of the Note Claimholders under Section 6.4.

8.3.Amendments; Waivers.  No amendment, modification or waiver of any of the provisions of this Agreement by the Notes Agent or the ABL Agent shall be deemed to be made unless the same shall be in writing signed on behalf of each party hereto or its authorized agent and each waiver, if any, shall be a waiver only with respect to the specific instance involved and shall in no way impair the rights of the parties making such waiver or the obligations of the other parties to such party in any other respect or at any other time.  Notwithstanding the foregoing, no Grantor shall have any right to consent to or approve any amendment, modification or waiver of any provision of this Agreement except to the extent its rights are directly affected.

8.4.Information Concerning Financial Condition of the Issuers and Their Subsidiaries.  The ABL Agent and the ABL Claimholders, on the one hand, and the Notes Agent and the Note Claimholders, on the other hand, shall each be responsible for keeping themselves informed of (a) the financial condition of the Issuers and the Company Subsidiaries and all endorsers and/or guarantors and other Grantors of the ABL Obligations or the Note Obligations and (b) all other circumstances bearing upon the risk of nonpayment of the ABL Obligations or the Note Obligations.  Neither the ABL Claimholders, on the one hand, nor the Note Claimholders, on the other hand, shall have any duty to advise the other of information known to it or them regarding such condition or any such circumstances or otherwise.  In the event that either the ABL Agent or any of the other ABL Claimholders, on the one hand, or the Notes Agent or any of the other Note Claimholders, on the other hand, undertakes at any time or from time to time to provide any such information to any of the others, it or they shall be under no obligation, (i) to make, and shall not make, any express or implied representation or warranty, including with respect to the accuracy, completeness, truthfulness or validity of any such information so provided, (ii) to provide any additional information or to provide any such information on any subsequent occasion, (iii) to undertake any investigation, or (iv) to disclose any information, which pursuant to accepted or reasonable commercial finance practices, such party wishes to maintain confidential or is otherwise required to maintain confidential.

8.5.Subrogation.

(a)With respect to the value of any payments or distributions in cash, property or other assets that any of the Note Claimholders actually pays over to the ABL Agent or the ABL Claimholders under the terms of this Agreement, the Note Claimholders shall be subrogated to the rights of the ABL Claimholders; provided, however, that the Notes Agent, on behalf of the Note Claimholders, hereby agrees not to assert or enforce all such rights of subrogation it may acquire as a result of any payment hereunder until the Discharge of ABL Obligations has occurred.  The Grantors acknowledge and agree that, to the extent permitted by applicable law, the value of any payments or distributions in cash, property or other assets received by the Note Claimholders that are paid over to the ABL Claimholders pursuant to this Agreement shall not

43

reduce any of the Note Obligations.  Notwithstanding the foregoing provisions of this Section 8.5(a), none of the Note Claimholders shall have any claim against any of the ABL Claimholders for any impairment of any subrogation rights herein granted to the Note Claimholders.

(b)With respect to the value of any payments or distributions in cash, property or other assets that any of the ABL Claimholders actually pays over to the Note Claimholders under the terms of this Agreement, the ABL Claimholders shall be subrogated to the rights of the Note Claimholders; provided, however, that the ABL Agent, on behalf of the ABL Claimholders, hereby agrees not to assert or enforce all such rights of subrogation it may acquire as a result of any payment hereunder until the Discharge of Note Obligations has occurred.  The Grantors acknowledge and agree that, to the extent permitted by applicable law, the value of any payments or distributions in cash, property or other assets received by the ABL Claimholders that are paid over to the Note Claimholders pursuant to this Agreement shall not reduce any of the ABL Obligations.  Notwithstanding the foregoing provisions of this Section 8.5(b), none of the ABL Claimholders shall have any claim against any of the Note Claimholders for any impairment of any subrogation rights herein granted to the ABL Claimholders.

8.6.SUBMISSION TO JURISDICTION; WAIVERS.

(a)ALL JUDICIAL PROCEEDINGS BROUGHT AGAINST ANY PERSON ARISING OUT OF OR RELATING HERETO MAY BE BROUGHT IN ANY STATE OR FEDERAL COURT OF COMPETENT JURISDICTION IN THE STATE, COUNTY AND CITY OF NEW YORK.  BY EXECUTING AND DELIVERING THIS AGREEMENT, EACH PARTY, FOR ITSELF AND ON BEHALF OF THE NOTE CLAIMHOLDERS (IN THE CASE OF THE NOTES AGENT) AND THE ABL CLAIMHOLDERS (IN THE CASE OF THE ABL AGENT), IRREVOCABLY:

(1)AGREES THAT THE ONLY NECESSARY PARTIES TO ANY AND ALL JUDICIAL PROCEEDINGS ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL BE THE PARTIES HERETO, EXCEPT WHERE IN ANY SUCH JUDICIAL PROCEEDING RELIEF (INCLUDING INJUNCTIVE RELIEF OR THE RECOVERY OF MONEY) IS BEING SOUGHT DIRECTLY AGAINST OR FROM A PERSON THAT IS NOT A PARTY AND EXCEPT THAT, IN ANY SUCH JUDICIAL PROCEEDINGS BETWEEN THE NOTES AGENT AND THE ABL AGENT THAT DOES NOT SEEK ANY RELIEF AGAINST OR FROM THE ISSUERS OR ANY OF THE COMPANY SUBSIDIARIES, THE ISSUERS AND THE COMPANY SUBSIDIARIES SHALL NOT BE NECESSARY PARTIES.  WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, AND CONSISTENT WITH THE PROVISIONS OF SECTIONS 8.14 AND 8.17, NONE OF THE ABL CLAIMHOLDERS (OTHER THAN THE ABL AGENT) OR THE NOTE CLAIMHOLDERS (OTHER THAN THE NOTES AGENT) SHALL BE NECESSARY OR OTHERWISE APPROPRIATE PARTIES TO ANY SUCH JUDICIAL PROCEEDINGS, UNLESS IN SUCH JUDICIAL PROCEEDING SUMS ARE BEING SOUGHT TO BE RECOVERED DIRECTLY FROM SUCH PERSONS, INCLUDING PURSUANT TO SECTION 4.2.

44

(2)ACCEPTS GENERALLY AND UNCONDITIONALLY THE NONEXCLUSIVE JURISDICTION AND VENUE OF SUCH COURTS;

(3)WAIVES ANY DEFENSE OF FORUM NON CONVENIENS;

(4)AGREES THAT SERVICE OF ALL PROCESS IN ANY SUCH PROCEEDING IN ANY SUCH COURT MAY BE MADE BY REGISTERED OR CERTIFIED MAIL, RETURN RECEIPT REQUESTED, TO THE APPLICABLE PERSON (AND IN THE CASE OF A PARTY, AT ITS ADDRESS PROVIDED IN ACCORDANCE WITH SECTION 8.7); AND

(5)AGREES THAT SERVICE AS PROVIDED IN CLAUSE (3) ABOVE IS SUFFICIENT TO CONFER PERSONAL JURISDICTION OVER THE APPLICABLE PERSON IN ANY SUCH PROCEEDING IN ANY SUCH COURT, AND OTHERWISE CONSTITUTES EFFECTIVE AND BINDING SERVICE IN EVERY RESPECT.

(b)WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT, ANY OF THE ABL LOAN DOCUMENTS OR ANY OF THE NOTE DOCUMENTS.  EACH OF THE PARTIES HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT, THE ABL LOAN DOCUMENTS AND THE NOTE DOCUMENTS, AS APPLICABLE, BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 8.6.

8.7.Notices.  All notices permitted or required under this Agreement need be sent only to the Notes Agent and the ABL Agent, as applicable, in order to be effective and otherwise binding on any applicable Claimholder.  If any notice is sent for whatever reason to the other Note Claimholders or the ABL Claimholders, such notice shall also be sent to the applicable Agent.  Unless otherwise specifically provided herein, any notice hereunder shall be in writing and may be personally served, telexed or sent by telefacsimile or United States mail or courier service and shall be deemed to have been given when delivered in person or by overnight courier service and signed for against receipt thereof, upon receipt of telefacsimile or telex during normal business hours, or three Business Days after depositing it in the United States certified mails (return receipt requested) with postage prepaid and properly addressed.  For the purposes hereof, the addresses of the parties hereto shall be as set forth below each party’s name on the signature pages hereto, or, as to each party, at such other address as may be designated by such party in a written notice to all of the other parties.

8.8.Further Assurances.  The ABL Agent, on behalf of the ABL Claimholders, and the Notes Agent, on behalf of the Note Claimholders, and the Grantors, agree that each of them shall take such further action and shall execute and deliver such additional documents and instruments

45

(in recordable form, if requested) as the ABL Agent or the Notes Agent may reasonably request to effectuate the terms of and the Lien priorities contemplated by this Agreement.

8.9.APPLICABLE LAW.  THIS AGREEMENT SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

8.10.Specific Performance.  Each of the ABL Agent and the Notes Agent may demand specific performance of this Agreement.  The ABL Agent, on behalf of itself and the ABL Claimholders, and the Notes Agent, on behalf of itself and the Note Claimholders, hereby irrevocably waive any defense based on the adequacy of a remedy at law and any other defense which might be asserted to bar the remedy of specific performance in any action which may be brought by the ABL Agent or the other ABL Claimholders or the Notes Agent or the other Note Claimholders, as applicable.  Without limiting the generality of the foregoing or of the other provisions of this Agreement, in seeking specific performance in any Insolvency or Liquidation Proceeding, an Agent may seek such relief as if it were the “holder” of the claims of the other Agent’s Claimholders under Section 1126(a) of the Bankruptcy Code or otherwise had been granted an irrevocable power of attorney by the other Agent’s Claimholders.

8.11.Headings.  Section headings in this Agreement are included herein for convenience of reference only and shall not constitute a part of this Agreement for any other purpose or be given any substantive effect.

8.12.Counterparts.  This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all such separate counterparts shall together constitute but one and the same instrument.  In proving this Agreement in any judicial proceedings, it shall not be necessary to produce or account for more than one such counterpart signed by the party against whom such enforcement is sought.  Any signatures delivered by a party by facsimile transmission or by e-mail transmission shall be deemed an original signature hereto.

8.13.Authorization.  By its signature, each party hereto represents and warrants to the other parties hereto that the individual signing this Agreement on its behalf is duly authorized to execute this Agreement.  The Notes Agent hereby represents that it is authorized to, and by its signature hereon does, bind the other Note Claimholders to the terms of this Agreement.  The ABL Agent hereby represents that it is authorized to, and by its signature hereon does, bind the other ABL Claimholders to the terms of this Agreement.

8.14.No Third Party Beneficiaries.  This Agreement and the rights and benefits hereof shall inure to the benefit of each of the parties hereto and its respective successors and assigns and shall inure to the benefit of (and shall be binding upon) each of the Agents, the other ABL Claimholders and the other Note Claimholders and their respective successors and assigns.  Without limiting the generality of the foregoing, each of the Indenture, each Additional Pari Passu Notes Agreement and the amendments to ABL Security Documents shall expressly refer to this Agreement and acknowledge that its provisions shall be binding on the Notes Agent, and the other Note Claimholders (and their respective successors and assigns) and on the ABL Agent and the other ABL Claimholders (and their respective successors and assigns), as applicable, and, in any event, this Agreement shall be binding on the Agents, the other ABL Claimholders,

46

and the other Note Claimholders and their respective successors and assigns as if its provisions were set forth in their entirety in the ABL Credit Agreement, the Indenture and each Additional Pari Passu Notes Agreement.

8.15.Provisions Solely to Define Relative Rights.  The provisions of this Agreement are and are intended solely for the purpose of defining the relative rights of the ABL Claimholders on the one hand and the Note Claimholders on the other hand.  No Grantor or any other creditor thereof shall have any rights hereunder, and no Grantor may rely on the terms hereof.  Nothing in this Agreement is intended to or shall impair as between the Grantors and the ABL Agent and the other ABL Claimholders, or as between the Grantors and the Notes Agent and the other Note Claimholders, the obligations of any Grantor, which are absolute and unconditional, to pay principal, interest, fees and other amounts as provided in the other ABL Loan Documents and the other Note Documents, respectively, including as and when the same shall become due and payable in accordance with their terms.

8.16.Marshalling of Assets.  The Notes Agent, on behalf of the Note Claimholders, hereby irrevocably, absolutely, and unconditionally waives any and all rights or powers any Note Claimholder may have at any time under applicable law or otherwise to have the ABL Priority Collateral, or any part thereof, marshaled upon any foreclosure or other enforcement of the ABL Agent’s Liens.  The ABL Agent, on behalf of the ABL Claimholders, hereby waives irrevocably, absolutely, and unconditionally any and all rights any ABL Claimholder may have at any time under applicable law or otherwise to have the Notes Priority Collateral, or any part thereof, marshaled upon any foreclosure or other enforcement of the Notes Agent’s Liens.

8.17.Exclusive Means of Exercising Rights under this Agreement.  The Note Claimholders shall be deemed to have irrevocably appointed the Notes Agent, and the ABL Claimholders shall be deemed to have irrevocably appointed the ABL Agent, as their respective and exclusive agents hereunder.  Consistent with such appointment, the Note Claimholders and the ABL Claimholders further shall be deemed to have agreed that only their respective Agent (and not any individual Claimholder or group of Claimholders) shall have the exclusive right to exercise any rights, powers, and/or remedies under or in connection with this Agreement (including bringing any action to interpret or otherwise enforce the provisions of this Agreement) or the Collateral; provided, that (i) ABL Claimholders holding obligations in respect to Bank Products or Obligations in respect of Hedging Agreements may exercise customary netting rights with respect thereto, (ii) cash collateral may be held pursuant to the terms of the ABL Loan Documents (including any relating to Bank Products or Hedging Agreements) and any such individual ABL Claimholder may act against such Collateral, and (iii) ABL Claimholders may exercise customary rights of setoff against depository or other accounts maintained with them.  Specifically, but without limiting the generality of the foregoing, each Noteholder or group of Noteholders, and each ABL Lender or group of ABL Lenders, shall not be entitled to take or file, but instead shall be precluded from taking or filing (whether in any Insolvency or Liquidation Proceeding or otherwise), any action, judicial or otherwise, to enforce any right or power or pursue any remedy under this Agreement (including any declaratory judgment or other action to interpret or otherwise enforce the provisions of this Agreement) or otherwise in relation to the Collateral, except solely as provided in the proviso in the preceding sentence.

47

8.18.Interpretation.  This Agreement is a product of negotiations among representatives of, and has been reviewed by counsel to, the Notes Agent, the ABL Agent, the Issuers, and the Company Subsidiaries and is the product of those Persons on behalf of themselves and the Note Claimholders (in the case of the Notes Agent) and the ABL Claimholders (in the case of the ABL Claimholders).  Accordingly, this Agreement’s provisions shall not be construed against, or in favor of, any party or other Person merely by virtue of that party or other Person’s involvement, or lack of involvement, in the preparation of this Agreement and of any of its specific provisions.

8.19.Capacity of Notes Agent.  U.S. Bank National Association is entering into this Agreement solely in its capacity as Trustee and Collateral Agent under the Indenture and the rights, powers, privileges and protections afforded to the Trustee and Collateral Agent under the Indenture shall also apply to U.S. Bank National Association as the Notes Agent hereunder.  The Note Claimholders have expressly authorized and instructed the Notes Agent to execute and deliver this Agreement.

8.20.Termination.  This Agreement shall terminate and be of no further force and effect upon the Discharge of the ABL Obligations or upon the Discharge of the Note Obligations, subject to the rights of the ABL Lenders and the Noteholders, as applicable, under Section 6.4.

[Signature Pages Follow]

48

IN WITNESS WHEREOF, the parties hereto have executed this Intercreditor Agreement as of the date first written above.

ABL Agent:
Bank of America, N.A., as ABL Agent
By:	/s/ Roger Malouf
	Name:	Roger Malouf
	Title:	Vice President
Notice Address:
Bank of America, N.A. 100 Federal Street MA5-100-09-09 Boston, MA 02110 Attn: James Ward

INTERCREDITOR AGREEMENT

Notes Agent:
U.S. BANK NATIONAL ASSOCIATION, not in its individual capacity, but solely in its capacity as Trustee and Collateral Agent under the Indenture and Collateral Agent under the Note Documents, as Notes Agent
By:	/s/ Beverly A. Freeney
	Name:	Beverly A. Freeney
	Title:	Vice President
Notice Address:
U.S. Bank National Association 100 Wall Street - Suite 1600 New York, New York 10005 Attn: Beverly A. Freeney, Vice President & Account Manager

INTERCREDITOR AGREEMENT

Acknowledged and Agreed to by:
Issuers:
TOPS HOLDING CORPORATION
By:	/s/ Eric J. Kanter
	Name:	Eric J. Kanter
	Title:	Vice President
TOPS MARKETS, LLC
By:	/s/ Frank Curci
	Name:	Frank Curci
	Title:	Chief Executive Officer
Notice Address:
Tops Holding Corporation P.O. Box 1027 Buffalo, New York 14240-1027 Attn: Kevin Darrington

INTERCREDITOR AGREEMENT

Company Subsidiaries:
ARP BRADFORD LLC
By:	Tops Markets, LLC, its sole member
By:	/s/ Frank Curci
	Name:	Frank Curci
	Title:	Chief Executive Officer
BATH LLC
By:	Tops Markets, LLC, its sole member
By:	/s/ Frank Curci
	Name:	Frank Curci
	Title:	Chief Executive Officer
TOPS GIFT CARD COMPANY, LLC
By:	/s/ Frank Curci
	Name:	Frank Curci
	Title:	President

INTERCREDITOR AGREEMENT

EX-4.7

Exhibit 4.7

SUPPLEMENT TO INTERCREDITOR AGREEMENT

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”)

W I T N E S S E T H:

WHEREAS, capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Intercreditor Agreement;

NOW, THEREFORE, for and in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned (“New Company Subsidiary”) hereby agrees as follows:

1.             The New Company Subsidiary, by its signature below, becomes a “Company Subsidiary” under the Intercreditor Agreement with the same force and effect as if originally named therein as a “Company Subsidiary” and the New Company Subsidiary hereby acknowledges all of the terms and provisions of the Intercreditor Agreement applicable to it as a “Company Subsidiary” thereunder.  Each reference to a “Company Subsidiary” in the Intercreditor Agreement shall be deemed to include the New Company Subsidiary.  The Intercreditor Agreement is incorporated herein by reference.

2.             The New Company Subsidiary represents and warrants to the Notes Agent and the ABL Agent that this Supplement has been duly executed and delivered by such New Company Subsidiary and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, except as enforceability thereof may be limited by bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium or other similar laws affecting creditors’ rights generally and general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity).

3.             This Supplement may be executed in multiple counterparts, each of which shall be deemed to be an original, but all such separate counterparts shall together constitute but one and the same instrument.  Delivery of a counterpart hereof by facsimile transmission or by e-mail transmission shall be as effective as delivery of a manually executed counterpart hereof.

4.             Except as expressly supplemented hereby, the Intercreditor Agreement shall remain in full force and effect.

5.             This Supplement shall be construed in accordance with and governed by the laws of the State of New York without regard to the conflict of laws principles thereof.

[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]

2

IN WITNESS WHEREOF, the New Company Subsidiary, Notes Agent and ABL Agent have duly executed this Supplement to the Intercreditor Agreement as of the day and year first above written.

NEW COMPANY SUBSIDIARY:
	TOPS PT, LLC
	By:	/s/ Frank Curci
	Name:	Frank Curci
	Title:	President and Chief Executive Officer
	ABL AGENT
	Bank of America, N.A., as ABL Agent
	By:	/s/ Roger Malouf
	Name:	Roger Malouf
	Title:	Vice President
	NOTES AGENT
	U.S. Bank National Association, not in its individual capacity, but solely in its capacity as Trustee and Collateral Agent under the Indenture and Collateral Agent under the Note Documents, as Notes Agent.
	By:	/s/ Beverly A. Freeney
	Name:	Beverly A. Freeney
	Title:	Vice President

3

EX-4.8

Exhibit 4.8

EXECUTION VERSION

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, 2009

TABLE OF CONTENTS

		Page
PREAMBLE		1
RECITALS		1
AGREEMENT		2
ARTICLE I
DEFINITIONS AND INTERPRETATION
SECTION 1.1.	Definitions	2
SECTION 1.2.	Interpretation	11
SECTION 1.3.	Perfection Certificate	11
ARTICLE II
[reserved]
ARTICLE III
GRANT OF SECURITY AND SECURED OBLIGATIONS
SECTION 3.1.	Pledge	11
SECTION 3.2.	Secured Obligations	12
SECTION 3.3.	Security Interest	12
ARTICLE IV
PERFECTION; SUPPLEMENTS; FURTHER ASSURANCES;
USE OF COLLATERAL
SECTION 4.1.	Delivery of Certificated Securities Collateral	13
SECTION 4.2.	Perfection of Uncertificated Securities Collateral	13
SECTION 4.3.	Financing Statements and Other Filings; Maintenance of Perfected Security Interest	14
SECTION 4.4.	Other Actions	14
SECTION 4.5.	Joinder of Additional Guarantors	18
SECTION 4.6.	Supplements; Further Assurances	18
ARTICLE V
REPRESENTATIONS, WARRANTIES AND COVENANTS
SECTION 5.1.	Title	19

i

		Page
SECTION 5.2.	Limitation on Liens; Defense of Claims; Transferability of Collateral	19
SECTION 5.3.	Chief Executive Office; Change of Name; Jurisdiction of Organization	20
SECTION 5.4.	[Reserved]	20
SECTION 5.5.	Due Authorization and Issuance	20
SECTION 5.6.	No Claims	20
SECTION 5.7.	No Conflicts, Consents, etc.	21
SECTION 5.8.	Collateral Information	21
SECTION 5.9.	Insurance	21
SECTION 5.10.	Payment of Taxes; Compliance with Laws; Contested Liens; Claims	22
SECTION 5.11.	Access to Collateral, Books and Records; Other Information	22
ARTICLE VI
CERTAIN PROVISIONS CONCERNING SECURITIES COLLATERAL
SECTION 6.1.	Pledge of Additional Securities Collateral	22
SECTION 6.2.	Voting Rights; Distributions; etc.	23
SECTION 6.3.	Organizational Documents	24
SECTION 6.4.	Defaults, Etc.	24
SECTION 6.5.	Certain Agreements of Grantors As Issuers and Holders of Equity Interests	24
ARTICLE VII
CERTAIN PROVISIONS CONCERNING INTELLECTUAL
PROPERTY COLLATERAL
SECTION 7.1.	Grant of License	25
SECTION 7.2.	Registrations	25
SECTION 7.3.	No Violations or Proceedings	25
SECTION 7.4.	Protection of Collateral Agent’s Security	25
SECTION 7.5.	After-Acquired Property	26
SECTION 7.6.	Litigation	26
ARTICLE VIII
[RESERVED]
ARTICLE IX
REMEDIES
SECTION 9.1.	Remedies	26

ii

		Page
SECTION 9.2.	Notice of Sale	28
SECTION 9.3.	Waiver of Notice and Claims	28
SECTION 9.4.	Certain Sales of Collateral	29
SECTION 9.5.	No Waiver; Cumulative Remedies	30
ARTICLE X
APPLICATION OF PROCEEDS
SECTION 10.1.	Application of Proceeds	30
ARTICLE XI
MISCELLANEOUS
SECTION 11.1.	Concerning Collateral Agent	30
SECTION 11.2.	Collateral Agent May Perform; Collateral Agent Appointed Attorney-in-Fact	34
SECTION 11.3.	[Reserved]	35
SECTION 11.4.	Continuing Security Interest; Assignment	35
SECTION 11.5.	Termination; Release	36
SECTION 11.6.	Modification in Writing	36
SECTION 11.7.	Notices	36
SECTION 11.8.	GOVERNING LAW	37
SECTION 11.9.	CONSENT TO JURISDICTION; SERVICE OF PROCESS; WAIVER OF JURY TRIAL	37
SECTION 11.10.	Severability of Provisions	38
SECTION 11.11.	Execution in Counterparts	38
SECTION 11.12.	No Release	38
SECTION 11.13.	Obligations Absolute	38
SECTION 11.14.	Intercreditor Agreement	39
SECTION 11.15.	Permitted Additional Pari Passu Lien Obligations	39
SECTION 11.16.	Incorporation by Reference	40
SECTION 11.17.	Certain Directions. The Collateral Agent shall comply with any direction given to it by (A) the Trustee pursuant to Section 10.01 of the Indenture or (B) any Additional Pari Passu Agent pursuant to any similar provision of a Permitted Additional Pari Passu Lien Agreement, provided in the case of clause (A) and (B) that such direction is not inconsistent with this Agreement.	40
SIGNATURES
EXHIBIT 1	Form Supplement to Security Agreement
EXHIBIT 2	Form of Securities Pledge Amendment
SCHEDULE I	Intercompany Notes
SCHEDULE II	Filings, Registrations and Recordings

iii

		Page
SCHEDULE III	Pledged Interests
SCHEDULE IV	Certain Existing Liens
EXHIBIT 3	Form of Additional Pari Passu Joinder Agreement
EXHIBIT 4	The Collateral Agent and Secured Party Acknowledgements

iv

SECURITY AGREEMENT

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 the Secured Parties (as defined below).

R E C I T A L S :

A.            The Issuers, the Guarantors, the Collateral Agent and U.S. Bank National Association, as trustee (the “Trustee”), on behalf of the holders of the Notes and Additional Notes (each as defined below) (the “Holders”), have, in connection with the execution and delivery of this Agreement, entered into that certain indenture dated as of October 9, 2009 (as amended, restated, supplemented or modified from time to time, the “Indenture”), pursuant to which the Issuers have issued or will issue $275,000,000 million principal amount of 10.125% senior secured notes due 2015 (the “Notes”).

B.            Pursuant to the Indenture, each Guarantor party hereto has unconditionally and irrevocably guaranteed, as primary obligor and not merely as surety, to the Trustee, for the benefit of the Secured Parties the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Notes.

C.            The Trustee has been appointed to serve as Collateral Agent under the Indenture and, in such capacity, to enter into this Agreement.

D.            Following the date hereof, if not prohibited by the Indenture, the Grantors may incur Permitted Additional Pari Passu Obligations (including Additional Notes (as defined in the Indenture)) which are secured equally and ratably with the Grantors’ obligations in respect of the Notes in accordance with SECTION 11.15 of this Agreement.

E.             The Issuers and the Guarantors will receive substantial benefits from the execution, delivery and performance of the obligations under the Indenture, the Notes and any Permitted Additional Pari Passu Lien Agreement and each is, therefore, willing to enter into this Agreement.

F.             Each Grantor is or, as to any Collateral (as hereinafter defined) acquired by such Grantor after the date hereof, will be the legal and/or beneficial owner of the Collateral pledged by it hereunder.

G.            This Agreement is given by each Grantor in favor of the Collateral Agent for the benefit of the Secured Parties to secure the payment and performance in full when due of the Secured Obligations.

A G R E E M E N T :

NOW THEREFORE, in consideration of the foregoing premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each Grantor and the Collateral Agent hereby agree as follows:

ARTICLE I

DEFINITIONS AND INTERPRETATION

SECTION 1.1.                 Definitions.

(a)           Unless otherwise defined herein or in the Indenture, capitalized terms used herein that are defined in the UCC shall have the meanings assigned to them in the UCC.

(b)           Capitalized terms used but not otherwise defined herein that are defined in the Indenture shall have the meanings given to them in the Indenture.

(c)           The following terms shall have the following meanings:

“ABL Agent” shall have the meaning assigned to such term in the Intercreditor Agreement.

“ABL Credit Agreement” shall have the meaning assigned to such term in the Intercreditor Agreement.

“ABL Priority Collateral” shall have the meaning assigned to such term in the Intercreditor Agreement.

“Additional Guarantors” shall have the meaning assigned to such term in the Preamble hereof.

“Additional Pari Passu Agent” means the Person appointed to act as trustee, agent or representative for any holder of Permitted Additional Pari Passu Obligations pursuant to any Permitted Additional Pari Passu Lien Agreement and designated as “Additional Pari Passu Agent” for such holder in an Additional Pari Passu Joinder Agreement delivered to the Collateral Agent pursuant to SECTION 11.5, together with its successors and assigns in such capacity.

“Additional Pari Passu Joinder Agreement” means an agreement substantially in the form of Exhibit 3.

“Agreement” shall have the meaning assigned to such in the Preamble hereof.

2

“Claims” shall mean any and all property taxes and other taxes, assessments and special assessments, levies, fees and all governmental charges imposed upon or assessed against, and all claims (including, without limitation, landlords’, carriers’, mechanics’, workmen’s, repairmen’s, laborers’, materialmen’s, suppliers’ and warehousemen’s Liens and other claims arising by operation of law) against, all or any portion of the Collateral.

“Collateral” shall have the meaning assigned to such term in SECTION 3.1 hereof, provided, that any reference to “Collateral” in SECTION 11.1, SECTION 11.4, Exhibit 3 or Exhibit 4 shall also refer to each Mortgaged Property.

“Collateral Agent” shall have the meaning assigned to such term in the Preamble hereof.

“Company” shall have the meaning assigned to such term in the Preamble hereof.

“Contracts” shall mean, collectively, with respect to each Grantor, all sale, service, performance, equipment or property lease contracts, agreements and grants and all other contracts, agreements or grants (in each case, whether written or oral, or third party or intercompany), between such Grantor and any other party, and all assignments, amendments, restatements, supplements, extensions, renewals, replacements or modifications thereof.

“Control” shall mean (i) in the case of any Deposit Account, “control,” as such term is defined in Section 9-104 of the UCC, and (ii) in the case of any Security Entitlement, “control,” as such term is defined in Section 8-106 of the UCC.

“Copyrights” shall mean, collectively, with respect to each Grantor, all copyrights (whether statutory or common Law, whether established or registered in the United States or any other country or any political subdivision thereof whether registered or unregistered and whether published or unpublished) owned by such Grantor and all owned copyright registrations and applications made by such Grantor, including, without limitation, the registrations and applications listed in Schedule 11(b) of the Perfection Certificate, together with any and all (i) renewals and extensions thereof, (ii) income, fees, royalties, damages, claims and payments now or hereafter due and/or payable with respect thereto, including, without limitation, damages and payments for past, present or future infringements thereof, (iii) rights corresponding thereto throughout the world and (iv) rights to sue for past, present or future infringements thereof.

“Deposit Accounts” shall mean, collectively, with respect to each Grantor, (i) all “deposit accounts” as such term is defined in the UCC and all accounts and sub-accounts relating to any of such accounts and (ii) all cash, funds, checks, notes and instruments from time to time on deposit in any of the accounts or sub-accounts described in clause (i) of this definition.

“Distributions” shall mean, collectively, with respect to each Grantor, all dividends, cash, options, warrants, rights, instruments, distributions, returns of capital or principal, income, interest, profits and other property, interests (debt or equity) or proceeds, including as a result of a split, revision, reclassification or other like change of the Pledged Securities, from time to time received, receivable or otherwise distributed to such Grantor in respect of or in exchange for any or all of the Pledged Securities or Intercompany Notes.

3

“Equity Interest” shall mean with respect to any Person, all of the shares of capital stock of (or other ownership or profit interests in) such Person, all of the warrants, options or other rights for the purchase or acquisition from such Person of shares of capital stock of (or other ownership or profit interests in) such Person, all of the securities convertible into or exchangeable for shares of capital stock of (or other ownership or profit interests in) such Person or warrants, rights or options for the purchase or acquisition from such Person of such shares (or such other interests), and all of the other ownership or profit interests in such Person (including partnership, member or trust interests therein), whether voting or nonvoting, and whether or not such shares, warrants, options, rights or other interests are outstanding on any date of determination.

“Event of Default” shall mean an “Event of Default” under and as defined in the Indenture or any Permitted Additional Pari Passu Lien Agreement.

“Excluded Property” shall mean the following:

(a)           assets subject to Liens pursuant to clauses (a) (to the extent such Liens are either (i) described on Schedule IV or (ii) are described on any supplement to such Schedule IV delivered by any Grantor to the Collateral Agent at any time after the date hereof; provided that the aggregate fair market value of all assets subject to the Liens identified on any supplement to Schedule IV subsequent to the date hereof shall not exceed $1,000,000), (d), (g) (to the extent such Lien applies only to the assets acquired or leased pursuant to such Purchase Money Indebtedness or Capital Lease Obligation), (j) or (p) (as it relates to any of the foregoing) of the definition of Permitted Liens to the extent the documentation relating to such Liens prohibit such assets from being Collateral and only for so long as such Liens remain outstanding;

(b)           (x) the voting Equity Interests of Foreign Subsidiaries in excess of 65% of the voting rights of all such Equity Interests in each such Foreign Subsidiary and (y) any Equity Interests of a Person that is not a Subsidiary of the Parent or the Lead Borrower to the extent that a pledge of such Equity Interests is prohibited by such Person’s Organization Documents;

(c)           any owned real property with an individual fair market value (measured at the Issue Date, if owned on the Issue Date, or, at the time of acquisition thereof, if acquired after the Issue Date) not in excess of $5,000,000, and all of the Grantors’ right, title and interest in any leasehold or other non-fee simple interest in any real property of a Grantor (whether owned on the Issue Date or acquired following the Issue Date) (other than the Lancaster Property);

(d)           aircraft, motor vehicles and other assets subject to certificates of title to the extent that a Lien therein cannot be perfected by the filing of UCC financing statements in the jurisdictions of organization of the Grantors;

(e)           any property to the extent that the grant of a security interest therein would violate applicable Law, require a consent not obtained of any governmental authority, or constitute a breach of or default under, or result in the termination of or require a consent not obtained under, any contract, lease, license or other agreement evidencing or giving

4

rise to such property, or result in the invalidation of such property or provide any party to such contract, lease, license or agreement with a right of termination of such contract, lease, license or agreement or any other remedy that materially increases (in the good faith judgment of the Parent) the costs or burden of any Grantor thereunder with respect thereto (in each case, after giving effect to applicable provisions of the UCC or other applicable law);

(f)            any Equity Interests or other securities of any Subsidiary of the Parent in excess of the maximum amount of such Equity Interests or securities that could be included in the Collateral without creating a requirement pursuant to Rule 3-16 of Regulation S-X under the Securities Act of 1933 for separate financial statements of such Subsidiary to be included in filings by Holdings with the SEC;

(g)           (x) deposit accounts the balance of which consists exclusively of withheld income taxes, employment taxes or amounts required to be paid over to employee benefit plans, and (y) segregated deposit accounts constituting and the balance of which consists solely of funds set aside in connection with tax, payroll and trust accounts;

(h)           any intellectual property if the grant of a security interest therein would result in the invalidation of any Grantor’s interest therein;

(i)            Farm Products and As-extracted Collateral; and

(j)            proceeds and products of any and all of the foregoing Excluded Property described in clauses (a) through (i) above only to the extent such proceeds and products would constitute property or assets of the type described in clauses (a) through (i) above;

provided, however, that in each case described in clause (e) of this definition, such property shall constitute “Excluded Property” only to the extent and for so long as such contract, lease, license or other agreement or applicable Law validly prohibits the creation of a Lien on such property in favor of the Collateral Agent and, upon the termination of such prohibition (howsoever occurring), such property shall cease to constitute “Excluded Property”.

“General Intangibles” shall mean, collectively, with respect to each Grantor, all “general intangibles,” as such term is defined in the UCC, of such Grantor and, in any event, shall include, without limitation, (i) all of such Grantor’s rights, title and interest in, to and under all insurance policies and Contracts, (ii) all know-how and warranties relating to any of the Collateral, (iii) any and all other rights, claims, choses-in-action and causes of action of such Grantor against any other Person and the benefits of any and all collateral or other security given by any other Person in connection therewith, (iv) all guarantees, endorsements and indemnifications on, or of, any of the Collateral, (v) all lists, books, records, correspondence, ledgers, print-outs, files (whether in printed form or stored electronically), tapes and other papers or materials containing information relating to any of the Collateral, including, without limitation, all customer or tenant lists, identification of suppliers, data, plans, blueprints, specifications, designs, drawings, appraisals, recorded knowledge, surveys, studies, engineering reports, test reports, manuals, standards, processing standards, performance standards, catalogs, research data, computer and automatic machinery software and programs and the like, field repair data, accounting information

5

pertaining to such Grantor’s operations or any of the Collateral and all media in which or on which any of the information or knowledge or data or records may be recorded or stored and all computer programs used for the compilation or printout of such information, knowledge, records or data, (vi) all licenses, consents, permits, variances, certifications, authorizations and approvals, however characterized, of any Governmental Authority (or any Person acting on behalf of a Governmental Authority) now or hereafter acquired or held by such Grantor pertaining to operations now or hereafter conducted by such Grantor or any of the Collateral including, without limitation, building permits, certificates of occupancy, environmental certificates, industrial permits or licenses and certificates of operation and (vii) all rights to reserves, deferred payments, deposits, refunds, indemnification of claims to the extent the foregoing relate to any Collateral and claims for tax or other refunds against any Governmental Authority relating to any Collateral.

“Governmental Authority” means the government of the United States or any other nation, or of any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any supra-national bodies such as the European Union or the European Central Bank).

“Grantor” shall have the meaning assigned to such term in the Preamble hereof.

“Guarantors” shall have the meaning assigned to such term in the Preamble hereof.

“Holdings” shall have the meaning assigned to such term in the Preamble hereof.

“Indenture” shall have the meaning assigned to such term in the Preamble hereof.

“Instruments” shall mean, collectively, with respect to each Grantor, all “instruments,” as such term is defined in Article 9 of the UCC, and shall include, without limitation, all promissory notes, drafts, bills of exchange or acceptances.

“Intellectual Property Collateral” shall mean, collectively, Patents, Trademarks, Copyrights and Licenses; provided, however, that “Intellectual Property Collateral” shall exclude any Excluded Property.

“Intercompany Notes” shall mean, with respect to each Grantor, all intercompany notes described on Schedule I hereto and each intercompany note hereafter acquired by such Grantor and all certificates, instruments or agreements evidencing such intercompany notes, and all assignments, amendments, restatements, supplements, extensions, renewals, replacements or modifications thereof to the extent permitted pursuant to the terms hereof.

“Investment Property” shall mean a security, whether certificated or uncertificated, security entitlement, securities account, commodity contract or commodity account, excluding, however, the Securities Collateral.

6

“Issuers” shall have the meaning assigned to such term in the Preamble hereof.

“Laws” means each international, foreign, federal, state and local statute, treaty, rule, guideline, regulation, ordinance, code and administrative or judicial precedent or authority, including the interpretation or administration thereof by any Governmental Authority charged with the enforcement, interpretation or administration thereof, and each applicable administrative order, directed duty, request, license, authorization and permit of, and agreement with, any Governmental Authority, in each case whether or not having the force of law.

“Lancaster Property” shall mean the land, together with the warehouse distribution center and other improvements thereon, located at 5873 Genesee Street, Lancaster, New York.

“Licenses” shall mean, collectively, with respect to each Grantor, all license and distribution agreements with, and covenants not to sue, any other party with respect to any Patent, Trademark or Copyright or any other patent, trademark or copyright, whether such Grantor is a licensor or licensee, distributor or distributee under any such license or distribution agreement, together with any and all (i) renewals, extensions and supplements thereof, (ii) income, fees, royalties, damages, claims and payments now and hereafter due and/or payable thereunder and with respect thereto including, without limitation, damages and payments for past, present or future infringements or violations thereof and (iii) rights to sue for past, present and future violations thereof.

“Material Adverse Effect” shall mean (a) a material adverse change in, or a material adverse effect upon, the operations, business, properties, liabilities (actual or contingent) or financial condition of Holdings and its Subsidiaries taken as a whole; (b) a material impairment of the ability of the Grantors (taken as a whole) to perform their obligations under any Note Document or Permitted Additional Pari Passu Lien Agreement to which they are parties; or (c) a material impairment of the rights and remedies (taken as a whole) of the Secured Parties under any Note Document or Permitted Additional Pari Passu Lien Agreement or a material adverse effect upon the legality, validity, binding effect or enforceability against the Grantors (taken as a whole) of any Note Document or Permitted Additional Pari Passu Lien Agreement to which they are parties.  In determining whether any individual event would result in a Material Adverse Effect, notwithstanding that such event in and of itself does not have such effect, a Material Adverse Effect shall be deemed to have occurred if the cumulative effect of such event and all other then existing events would result in a Material Adverse Effect.

“Mortgage” means an agreement, including, but not limited to, a mortgage, deed of trust or any other document creating and evidencing a Lien on a Mortgaged Property in favor of or for the benefit of the Collateral Agent, which shall be in form which is effective to create a Lien in such Mortgaged Property in favor of the Collateral Agent to secure the Secured Obligations that is enforceable against the applicable Grantor and third parties, in each case, with such schedules and including such provisions as shall be necessary or desirable (as determined in good faith by the Company) to conform such document to applicable local law requirements or as shall be customary under applicable local law requirements.

7

“Mortgaged Property” means each Real Estate Asset, if any, which shall be subject to a Mortgage delivered after the Issue Date pursuant to Article IV.

“Note Documents” means the Notes, the Indenture, the Guarantees, the Registration Rights Agreement, the Security Documents, the Intercreditor Agreement and any Additional Notes to the extent constituting Permitted Additional Pari Passu Obligations.

“Notes” shall have the meaning assigned to such term in the Preamble hereof.

“Notes Priority Collateral” shall have the meaning assigned to such term in the Intercreditor Agreement.

“Organizational Documents”  shall mean, (a) with respect to any corporation, the certificate or articles of incorporation and the bylaws (or equivalent or comparable constitutive documents with respect to any non-U.S. jurisdiction); (b) with respect to any limited liability company, the certificate or articles of formation or organization and operating agreement; (c) with respect to any partnership, joint venture, trust or other form of business entity, the partnership, joint venture or other applicable agreement of formation or organization and any agreement, instrument, filing or notice with respect thereto filed in connection with its formation or organization with the applicable Governmental Authority in the jurisdiction of its formation or organization and, if applicable, any certificate or articles of formation or organization of such entity, and (d) in each case, all shareholder or other equity holder agreements, voting trusts and similar arrangements to which such Person is a party or which is applicable to its Equity Interests and all other arrangements relating to the control or management of such Person.

“Patents” shall mean, collectively, with respect to each Grantor, all patents issued or assigned to such Grantor and all owned patent applications made by such Grantor (whether registered or recorded in the United States or any other country or any political subdivision thereof), including, without limitation, those patents, patent applications listed in Schedule 11(a) of the Perfection Certificate, together with any and all (i) inventions and improvements claimed therein, (ii) reissues, divisions, continuations, renewals, extensions and continuations-in-part thereof, (iii) income, fees, royalties, damages, claims and payments now or hereafter due and/or payable thereunder and with respect thereto including, without limitation, damages and payments for past, present or future infringements thereof, (iv) rights corresponding thereto throughout the world and (v) rights to sue for past, present or future infringements thereof.

“Perfection Certificate” shall mean that certain perfection certificate dated as of the date hereof, executed and delivered by each Grantor in favor of the Collateral Agent for the benefit of the Secured Parties, and each other Perfection Certificate (which shall be in form and substance reasonably acceptable to the Collateral Agent) executed and delivered by the applicable Issuer or Guarantor in favor of the Collateral Agent for the benefit of the Secured Parties contemporaneously with the execution and delivery of a Joinder Agreement executed in accordance with SECTION 4.5 hereof, in each case, as the same may be amended, amended and restated, restated, supplemented or otherwise modified from time to time in accordance with the Indenture and each Permitted Additional Pari Passu Lien Agreement.

8

“Permitted Additional Pari Passu Lien Agreement” shall mean an indenture, credit agreement or other agreement under which any Permitted Additional Pari Passu Obligations (other than Additional Notes) are incurred and any notes or other instruments representing such Permitted Additional Pari Passu Obligations, as the same may be amended, restated, supplemented or otherwise modified from time to time.

“Permitted Additional Pari Passu Obligations” shall have the meaning assigned to such term in the Indenture.

“Pledged Interests” shall mean, collectively, with respect to each Grantor, all Equity Interests of whatever class of any issuer now held or hereafter acquired by such Grantor, including, without limitation, all shares of capital stock and other Equity Interests of the issuers described in Schedule III hereof, together with all rights, privileges, authority and powers of such Grantor relating to such Equity Interests issued by any such issuer under the organizational documents of any such issuer, and the certificates, instruments and agreements representing such Equity Interests and any and all interest of such Grantor in the entries on the books of any financial intermediary pertaining to such Equity Interests, from time to time acquired by such Grantor in any manner; provided, however, that “Pledged Interests” shall exclude any Excluded Property.

“Pledged Securities” shall mean, collectively, the Pledged Interests and the Successor Interests.

“Proceeds”:  all “proceeds” as such term is defined in the UCC and, in any event, shall include, without limitation, all dividends or other income from the Pledged Securities, collections thereon or distributions or payments with respect thereto.

“Real Estate Assets” means the Lancaster Property and at any time of determination, any interest (fee, leasehold or otherwise) then owned by the Issuers or any Guarantor in any real property, provided, however, that “Real Estate Assets” shall exclude any Excluded Property.

“Registration Rights Agreement”  shall have the meaning assigned to such term in the Indenture.

“Required Secured Parties” shall mean the holders of a majority in aggregate outstanding or committed principal amount of (i) the Notes and (ii) any Indebtedness constituting Permitted Additional Pari Passu Obligations, voting as a single class, in each case, excluding any Notes or Permitted Additional Pari Passu Obligations that are required to be disregarded for voting purposes under the Indenture or the applicable Permitted Additional Pari Passu Lien Agreement.

“Secured Obligations” shall mean any principal, premium, interest (including any interest accruing subsequent to the filing of a petition in bankruptcy, reorganization or similar proceeding at the rate provided for in the documentation with respect thereto, whether or not such interest is an allowed claim under applicable state, federal or foreign law), penalties, fees, indemnifications, reimbursements (including reimbursement obligations with respect to letters of credit and banker’s acceptances), damages and other liabilities, and guarantees of payment of such principal, interest, penalties, fees, indemnifications, reimbursements, damages and other

9

liabilities, and any fees or expenses owed, by any Grantor, that are payable or arising under any of (i) the Indenture and the Notes (other than any Additional Notes and provisions in the Indenture relating solely to such Additional Notes, except to the extent constituting Permitted Additional Pari Passu Obligations), (ii) any Additional Notes to the extent constituting Permitted Additional Pari Passu Obligations and documentation in the Indenture relating solely to such Additional Notes and (iii) any Permitted Additional Pari Passu Lien Agreement and any other documentation relating to the Permitted Additional Pari Passu Obligations incurred thereunder; provided that obligations in respect of Permitted Additional Pari Passu Obligations (other than obligations with respect to Additional Notes) shall not constitute “Secured Obligations” unless the Additional Pari Passu Agent for the holders of such Permitted Additional Pari Passu Obligations has executed an Additional Pari Passu Joinder Agreement in the form of Exhibit 3 hereto.

“Secured Parties” shall mean, collectively, the Collateral Agent, the Trustee, each Additional Pari Passu Agent, the Holders, the holders of any Permitted Additional Pari Passu Obligations, and any other holders of Secured Obligations.

“Securities Act” means the Securities Exchange Act of 1934 and the applicable regulations promulgated by the Securities and Exchange Commission pursuant to such Act.

“Securities Collateral” shall mean, collectively, the Pledged Securities, the Intercompany Notes and the Distributions.

“Security Documents”  shall have the meaning assigned to such term in the Indenture.

“Successor Interests” shall mean, collectively, with respect to each Grantor, all shares of each class of the capital stock of the successor corporation or interests or certificates of the successor limited liability company, partnership or other entity owned by such Grantor (unless such successor is such Grantor itself) formed by or resulting from any consolidation or merger in which any Person listed in Schedule 1(a) of the Perfection Certificate is not the surviving entity; provided, however, that “Successor Interests” shall exclude any Excluded Property.

“Trademarks” shall mean, collectively, with respect to each Grantor, all trademarks (including service marks), certification marks, trade dress, uniform resource locations (URLs), domain names, corporate names and trade names, whether registered or unregistered, owned by or assigned to such Grantor and all registrations and applications for the foregoing (whether statutory or common Law and whether established or registered in the United States or any other country or any political subdivision thereof), together, in each case, with the goodwill exclusively symbolized thereby, including, without limitation, the registrations and applications listed in Schedule 11(a) of the Perfection Certificate, and together with any and all (i)  extensions and renewals thereof, (ii) income, fees, royalties, damages and payments now and hereafter due and/or payable thereunder and with respect thereto, including, without limitation, damages, claims and payments for past, present or future infringements thereof, and (iii) rights corresponding thereto throughout the world and (iv) rights to sue for past, present and future infringements thereof.

10

“UCC” or “Uniform Commercial Code” means the Uniform Commercial Code as in effect from time to time in the State of New York; provided, however, that if a term is defined in Article 9 of the Uniform Commercial Code differently than in another Article thereof, the term shall have the meaning set forth in Article 9; provided further that, if by reason of mandatory provisions of Law, perfection, or the effect of perfection or non-perfection, of a security interest in any Collateral or the availability of any remedy hereunder is governed by the Uniform Commercial Code as in effect in a jurisdiction other than the State of New York, “Uniform Commercial Code” means the Uniform Commercial Code as in effect in such other jurisdiction for purposes of the provisions hereof relating to such perfection or effect of perfection or non-perfection or availability of such remedy, as the case may be.

SECTION 1.2.                 Interpretation.  The rules of interpretation specified in the Credit Agreement shall be applicable to this Agreement.

SECTION 1.3.                 Perfection Certificate.  The Collateral Agent and each Grantor agree that the Perfection Certificate and all descriptions of Collateral, schedules, amendments and supplements thereto are and shall at all times remain a part of this Agreement.

ARTICLE II

[RESERVED]

ARTICLE III

GRANT OF SECURITY AND SECURED OBLIGATIONS

SECTION 3.1.                 Pledge.  As collateral security for the payment and performance in full of all the Secured Obligations, each Grantor hereby pledges and grants to the Collateral Agent, for its own benefit and for the benefit of the other Secured Parties, a Lien on and security interest in and to all of the right, title and interest of such Grantor in, to and under all personal property and interests in property, wherever located, and whether now existing or hereafter arising or acquired from time to time (collectively, the “Collateral”), including, without limitation:

(a)           all Accounts;

(b)           all Equipment, Goods, Inventory and Fixtures;

(c)           all Documents, Instruments and Chattel Paper;

(d)           all Letters of Credit and Letter-of-Credit Rights;

(e)           all Securities Collateral;

(f)            all Investment Property;

(g)           all Intellectual Property Collateral;

11

(h)           the Commercial Tort Claims described in Schedule 12 of the Perfection Certificate;

(i)            all General Intangibles;

(j)            all Deposit Accounts, the Collateral Account and any Trust Monies;

(k)           all Supporting Obligations;

(l)            all books and records relating to the Collateral; and

(m)          to the extent not covered by clauses (a) through (m) of this sentence, all other personal property of such Grantor, whether tangible or intangible and all Proceeds and products of each of the foregoing and all accessions to, substitutions and replacements for, and rents, profits and products of, each of the foregoing, any and all proceeds of any insurance, indemnity, warranty or guaranty payable to such Grantor from time to time with respect to any of the foregoing.

Notwithstanding anything to the contrary contained in clauses (a) through (n) above, the security interest created by this Agreement shall not extend to, and the term “Collateral” shall not include, any Excluded Property.

SECTION 3.2.                 Secured Obligations.  This Agreement secures, and the Collateral is collateral security for, the payment and performance in full when due of the Secured Obligations.

SECTION 3.3.                 Security Interest.

(a)           Each Grantor hereby irrevocably agrees to file in any relevant jurisdiction in the United States any initial financing statements (including fixture filings) and amendments thereto that contain the information required by Article 9 of the Uniform Commercial Code of each applicable jurisdiction in the United States for the filing of any financing statement or amendment relating to the Collateral to the extent necessary to perfect the Collateral Agent’s Security Interest in the Collateral to the extent such security interest may be perfected by the filing of financing statements under the UCC, including, without limitation, (i) whether such Grantor is an organization, the type of organization and any organizational identification number issued to such Grantor, (ii) a description of the Collateral (which Collateral can be described as “all assets of the Grantor, wherever located, whether now owned or hereafter acquired” or words of similar effect) and (iii) in the case of a financing statement filed as a fixture filing, a sufficient description of the real property to which such Collateral relates.  Each Grantor agrees to provide all information described in the immediately preceding sentence to the Collateral Agent promptly upon request.

(b)           Each Grantor hereby ratifies its authorization for the Collateral Agent to file in any relevant jurisdiction in the United States any initial financing statements or amendments thereto relating to the Collateral if filed prior to the date hereof.

12

(c)           Each Grantor hereby agrees to make filings with the United States Patent and Trademark Office and United States Copyright Office (or any successor office) or other reasonably necessary documents (as determined by Holdings in good faith) for the purpose of perfecting, confirming, continuing, enforcing or protecting the security interest granted by such Grantor hereunder in any Intellectual Property Collateral, with the signature of such Grantor, and naming such Grantor, as debtor, and the Collateral Agent, as secured party; provided, however, that no such filings shall be made with respect to any Excluded Property.

(d)           The parties hereto agree that notwithstanding any provision of this Agreement to the contrary, no Grantor shall be required to take any actions or make any filings with respect to its assets located outside of the United States, other than the filing of UCC financing statements in its jurisdiction of organization.

ARTICLE IV

PERFECTION; SUPPLEMENTS; FURTHER ASSURANCES;
USE OF COLLATERAL

SECTION 4.1.                 Delivery of Certificated Securities Collateral.  Each Grantor represents and warrants that all certificates, agreements or instruments representing or evidencing the Securities Collateral in existence on the date hereof, other than Equity Interests of any Person that is not a Subsidiary of the Issuers with an aggregate market value of less than $2,000 and Equity Interests in Topco Holdings Inc., a cooperative incorporated in the State of Wisconsin (“Topco Holdings, Inc.”), have been delivered to the Collateral Agent, in suitable form for transfer by delivery or accompanied by duly executed instruments of transfer or assignment in blank and that the Collateral Agent has a perfected security interest therein, subject only to Permitted Liens.  Each Grantor hereby agrees that all certificates, agreements or instruments representing or evidencing Securities Collateral acquired by such Grantor after the date hereof, shall promptly (and in any event within 30 days) upon receipt thereof by such Grantor be delivered to and held by or on behalf of the Collateral Agent.  All certificated Securities Collateral, other than Equity Interests of any Person that is not a Subsidiary of the Issuers with an aggregate market value of less than $2,000 and Equity Interests in Topco Holdings Inc.,  shall be in suitable form for transfer by delivery or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to the Collateral Agent and the ABL Agent.  The Collateral Agent shall have the right, at any time upon the occurrence and during the continuance of any Event of Default, to endorse, assign or otherwise transfer to or register in the name of the Collateral Agent or any of its nominees or endorse for negotiation any or all of the Securities Collateral, without any indication that such Securities Collateral is subject to the security interest hereunder.

SECTION 4.2.                 Perfection of Uncertificated Securities Collateral.  Each Grantor represents and warrants that the Collateral Agent has a perfected security interest in all uncertificated Pledged Securities pledged by it hereunder that is in existence on the date hereof, subject only to Permitted Liens, and that the applicable Organization Documents do not require the consent of the other shareholders, members, partners or any other Person to permit the Collateral Agent or its designee to be substituted for the applicable Grantor as a shareholder, member, partner

13

or other equity owner, as applicable, thereto.  Each Grantor hereby agrees that if any of the Pledged Securities are at any time not evidenced by certificates of ownership, then each applicable Grantor shall, to the extent permitted by applicable Law and upon the request of the Collateral Agent, cause such pledge to be recorded on the equityholder register or the books of the issuer, execute customary pledge forms or other documents necessary or reasonably requested to complete the pledge and give the Collateral Agent the right to transfer such Pledged Securities to the extent that such transfer is permitted under the terms hereof.

SECTION 4.3.                 Financing Statements and Other Filings; Maintenance of Perfected Security Interest.  UCC Financing Statements or other appropriate filings, recordings or registrations containing a description of the Collateral (including, without limitation, the UCC Financing Statements identified on Schedule II hereto) have been or will be timely filed in each governmental, municipal or other office in the United States (or any political subdivision thereof) as is necessary to publish notice of and protect the validity of and to establish a legal, valid and perfected security interest in favor of the Collateral Agent (for the benefit of the Secured Parties) in respect of all Collateral in which the Security Interest may be perfected by filing, recording or registration in the United States (or any political subdivision thereof) and no further or subsequent filing, refiling, recording, rerecording, registration or re-registration is necessary in any such jurisdiction, except as provided under applicable Law with respect to the filing of continuation statements or as a result of any change in a Grantor’s name or jurisdiction of incorporation or formation or under any other circumstances under which, pursuant to the UCC, filings previously made have become misleading or ineffective in whole or in part.  Each Grantor agrees that, at the sole cost and expense of the Grantors, (i) such Grantor will maintain the security interest created by this Agreement in the Collateral as a perfected security interest having the priority set forth in the Intercreditor Agreement and shall defend such security interest against the claims and demands of all Persons (other than with respect to Permitted Liens), and (ii) at any time and from time to time, upon the written request of the Collateral Agent, such Grantor shall promptly and duly execute and deliver, and file and have recorded, such further instruments and documents and take such further action as the Collateral Agent may reasonably deem necessary for the purpose of obtaining or preserving the full benefits of this Agreement and the rights and powers herein granted, including the filing of any financing statements, continuation statements and other documents (including this Agreement) under the UCC (or other applicable Laws) in effect in any United States jurisdiction with respect to the security interest created hereby and the execution and delivery of Control Agreements, all in form reasonably satisfactory to the Collateral Agent and in such offices (including, without limitation, the United States Patent and Trademark Office and the United States Copyright Office) wherever required by applicable Law to perfect, continue and maintain a valid, enforceable security interest in the Collateral as provided herein and to preserve the other rights and interests granted to the Collateral Agent hereunder, as against third parties (other than with respect to Permitted Liens), with respect to the Collateral.

SECTION 4.4.                 Other Actions.  In order to further insure the attachment, perfection and priority of, and the ability of the Collateral Agent to enforce, the Collateral Agent’s security interest in the Collateral, each Grantor represents, warrants and agrees, in each case at such Grantor’s own expense, with respect to the following Collateral that:

14

(a)           Instruments and Tangible Chattel Paper.  As of the date hereof (i) no amount payable under or in connection with any of the Collateral is evidenced by any Instrument or Tangible Chattel Paper other than such Instruments and Tangible Chattel Paper listed in Schedule 10 of the Perfection Certificate and (ii) each Instrument and each item of Tangible Chattel Paper with an individual face value in excess of $500,000 (or, with respect to all such Instruments or Chattel Paper, an aggregate face value in excess of $2,500,000) listed in Schedule 10 of the Perfection Certificate, to the extent requested by the Collateral Agent or the ABL Agent, has been properly endorsed, assigned and delivered to (i) the Collateral Agent, to the extent that the same constitutes Proceeds of the Notes Priority Collateral, and (ii) the ABL Agent, to the extent that the same constitutes ABL Priority Collateral, accompanied by instruments of transfer or assignment duly executed in blank.  If any amount payable under or in connection with any of the Collateral shall be evidenced by any Instrument or Tangible Chattel Paper with an individual face value in excess of $500,000 (or, with respect to all such Instruments or Chattel Paper, an aggregate face value in excess of $2,500,000), the Grantor acquiring such Instrument or Tangible Chattel Paper shall forthwith endorse, assign and deliver the same (i) if the same constitutes Proceeds of the Notes Priority Collateral, to the Collateral Agent (with copies to the ABL Agent), and (ii) if the same constitutes ABL Priority Collateral, to the ABL Agent (with copies to the Collateral Agent), accompanied by such instruments of transfer or assignment duly executed in blank as the Collateral Agent or the ABL Agent may reasonably request from time to time.

(b)           Investment Property.

(i)            If any Grantor shall at any time hold or acquire any certificated securities constituting Investment Property (other than any Excluded Property, Equity Interests of any Person that is not a Subsidiary of the Issuers with an aggregate market value of less than $2,000 and Equity Interests in Topco Holdings Inc.), such Grantor shall promptly: (A) endorse, assign and deliver the same to the Collateral Agent, accompanied by such instruments of transfer or assignment duly executed in blank, all in form and substance reasonably satisfactory to the Collateral Agent; or (B) deliver such securities into a Securities Account with respect to which a securities account control agreement is in effect, in favor of the ABL Agent.  If any securities now or hereafter acquired by any Grantor constituting Investment Property, other than any Excluded Property, are uncertificated and are issued to such Grantor or its nominee directly by the issuer thereof, such Grantor shall promptly notify the Collateral Agent thereof and, pursuant to an agreement in form reasonably satisfactory to the Collateral Agent either (A) cause the issuer to agree to comply with instructions as to such securities from the Collateral Agent or arrange for the Collateral Agent to become the registered owner of the securities.

(ii)           As between the Collateral Agent and the Grantors, the Grantors shall bear the investment risk with respect to the Investment Property and Pledged Securities, and the risk of loss of, damage to, or the destruction of the Investment Property and Pledged Securities, whether in the possession of, or maintained as a security entitlement or deposit by, or subject to the control of, the Collateral Agent, a Securities Intermediary, any Grantor or any other Person.

15

(c)           Commercial Tort Claims.   As of the date hereof, it holds no Commercial Tort Claims other than those listed in Schedule 12 of the Perfection Certificate.  If any Grantor shall at any time hold or acquire a Commercial Tort Claim having a value in excess of $2,500,000, such Grantor shall immediately notify the Collateral Agent in writing signed by such Grantor of the brief details thereof and grant to the Collateral Agent in such writing a security interest therein and in the Proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance reasonably satisfactory to the Collateral Agent.

(d)           Post-Closing Real Estate Collateral; After-Acquired Real Estate Collateral.

(i)            Within sixty (60) days after the Issue Date, the Collateral Agent shall have received each of the following documents with respect to the Lancaster Property, which shall be reasonably satisfactory in form to the Collateral Agent.

(A)          Insurance.  Policies or certificates of insurance covering the Collateral and Mortgaged Property of the Issuers and the Guarantors, for the benefit of the Collateral Agent, as additional insured and loss payee and mortgagee and shall otherwise bear endorsements substantially similar to those provided to the ABL Agent.

(B)           Mortgage.  Fully executed counterparts of the Mortgage which Mortgage shall cover the Mortgaged Property, together with evidence that counterparts of the Mortgage have been delivered to any nationally recognizable title insurance company as shall be retained by Holdings (the “Title Company”) for recording in all places to the extent reasonably necessary to effectively create a valid and enforceable first priority mortgage lien on the Mortgaged Property in favor of the Collateral Agent for its benefit and the benefit of the Secured Parties, securing the Secured Obligations (provided that in jurisdictions that impose mortgage recording taxes, such Mortgage shall not secure indebtedness in an amount exceeding 100% of the fair market value of the Mortgaged Property, as reasonably determined, in good faith, by Holdings).

(C)           Counsel Opinions.  Opinions addressed to the Collateral Agent, of local counsel in the jurisdiction where the Mortgaged Property is located covering customary matters.

(D)          Title Insurance.  With respect to the Mortgage encumbering the Mortgaged Property, a policy of title insurance (or commitment to issue such a policy having the effect of a policy of title insurance) insuring (or committing to insure) the lien of such Mortgage as a valid and enforceable first priority mortgage or deed of trust lien on the Mortgaged Property described therein, in an amount not less than 100% of the fair market value of the Mortgaged Property as reasonably determined, in good faith, by Holdings, (such policy collectively, the “Mortgage Policy”) issued by such Title Company, which reasonably assures that the Mortgage on such Mortgaged Property is a valid and enforceable mortgage

16

lien on the Mortgaged Property, free and clear of all defects and encumbrances except liens with junior priority subject only to the Permitted Liens set forth in clauses (c)(1), (2), (5), (7) and (h) of the definition of “Permitted Lien” in the Indenture; provided, however, that in the case of clauses (c)(1), (2) and (7), the Company shall bond over or  take any other action reasonably necessary or required by the Title Company to delete any exception relating thereto (excluding endorsements or coverage related to creditors’ rights).

(E)           Survey.  Survey of the Mortgaged Property (and all improvements thereon) which is (a) (i) prepared by a surveyor or engineer licensed to perform surveys in the jurisdiction where such Mortgaged Property is located, (ii) dated (or redated) not earlier than six months prior to the date of delivery thereof unless there shall have occurred within six months prior to such date of delivery any exterior construction on the site of such Mortgaged Property or any easement, right of way or other interest in the Mortgaged Property has been granted or become effective through operation of law or otherwise with respect to such Mortgaged Property which, in either case, can be depicted on a survey, in which events, as applicable, such survey shall be dated (or redated) after the completion of such construction or if such construction shall not have been completed as of such date of delivery, not earlier than 20 days prior to such date of delivery, or after the grant or effectiveness of any such easement, right of way or other interest in the Mortgaged Property, (iii) certified by the surveyor to the Collateral Agent and the Title Company, (iv) complying in all respects with the minimum detail requirements of the American Land Title Association as such requirements are in effect on the date of preparation of such survey and (v) sufficient for the Title Company to remove all standard survey exceptions from the title insurance policy (or commitment) relating to such Mortgaged Property and issue the endorsements of the type required by clause (D).

(F)           Fixture filings.  Proper fixture filings under the Uniform Commercial Code on Form UCC-1 for filing under the Uniform Commercial Code in the appropriate jurisdiction in which the Mortgaged Property is located, to the extent reasonably necessary in the jurisdiction in which the Mortgaged Property is located, to perfect the security interests in fixtures purported to be created by the Mortgage in favor of the Collateral Agent for its benefit and the benefit of the Secured Parties.

(G)           Mortgaged Property Indemnification.  With respect to the Mortgaged Property, such affidavits, certificates, instruments of indemnification and other items (including a so-called “gap” indemnification) as shall be reasonably required to induce the Title Company to issue the Mortgage Policy and endorsements contemplated above.

(H)          Collateral Fees and Expenses.  Evidence of payment by the Issuers of all Mortgage Policy premiums, search and examination charges, mortgage recording

17

taxes, fees, charges, costs and expenses required for the recording of the Mortgage, fixture filings and issuance of the Mortgage Policy referred to above.

(ii)           In the event that following the Issue Date, any Grantor shall acquire any fee simple ownership interest in any Real Estate Asset (except to the extent subject to a Lien permitted by clauses (d), (g), (j) or (p) (as it relates to any of the foregoing) of the definition of “Permitted Liens” in the Indenture to the extent the documentation relating to such Lien prohibits the granting of a Lien thereon to secure the Secured Obligations) with a Fair Market Value in excess of $5,000,000 as of the date of acquisition (a “Specified Real Property”), such Grantor shall provide a Mortgage in favor of the Collateral Agent in such Specified Real Property within 120 days following the date of acquisition thereof.  In the event that any Permitted Additional Pari Passu Obligations are incurred following the date any Mortgage is provided, the Grantors shall notify the Collateral Agent thereof in writing and within 120 days following such incurrence take all such action as may be reasonably required to amend each then existing Mortgage in order to ensure that such Permitted Additional Pari Passu Obligations are secured by such Mortgage.  In connection with the provision of any new Mortgage, the related Grantors will, within 120 days, provide all items listed in clauses (A) through (H) of this SECTION 4.4 (each in form and substance reasonably satisfactory to the Collateral Agent). In connection with the provision of any amendment to any Mortgage pursuant to this SECTION 4.4, the related Grantors will, within 120 days, provide a UCC-3 Amendment (if applicable), a title insurance endorsement, local counsel opinion and evidence of insurance (each in form reasonably satisfactory to the Collateral Agent).

SECTION 4.5.                 Joinder of Additional Guarantors.  The Grantors shall cause each direct or indirect Subsidiary (whether by acquisition or creation) of any Grantor that is required to become a party to this Agreement pursuant to Section 4.08 of the Indenture and/or a similar provision of any Permitted Additional Pari Passu Lien Agreement to execute and deliver in favor of the Collateral Agent a supplement to this Agreement in the form of Exhibit 1 and, upon such execution and delivery, such Subsidiary shall constitute a “Guarantor” and a “Grantor” for all purposes hereunder with the same force and effect as if originally named as a Guarantor, as applicable, and Grantor herein.  The rights and obligations of each Grantor hereunder shall remain in full force and effect notwithstanding the addition of any new Guarantor and Grantor as a party to this Agreement.

SECTION 4.6.                 Supplements; Further Assurances.  Each Grantor shall take such further actions, and execute and deliver to the Collateral Agent such additional Mortgages,  assignments, agreements, supplements, powers and instruments, as the Collateral Agent may in its reasonable judgment deem necessary or appropriate, wherever required by Law, in order to perfect, preserve and protect the security interest in the Collateral as provided herein and the rights and interests granted to the Collateral Agent hereunder, to carry into effect the purposes hereof or better to assure and confirm unto the Collateral Agent or permit the Collateral Agent to exercise and enforce its rights, powers and remedies hereunder with respect to any Collateral.  Without limiting the generality of the foregoing, each Grantor shall make, execute, endorse, acknowledge, file or re-file and/or deliver to the Collateral Agent from time to time upon reasonable request such lists, descriptions and designations of the Collateral, copies of warehouse receipts,

18

receipts in the nature of warehouse receipts, bills of lading, documents of title, vouchers, invoices, schedules, confirmatory assignments, supplements, additional security agreements, conveyances, financing statements, transfer endorsements, powers of attorney, certificates, reports and other assurances or instruments.  If an Event of Default has occurred and is continuing, the Collateral Agent may institute and maintain, in its own name or in the name of any Grantor, such suits and proceedings as the Collateral Agent may be advised by counsel shall be necessary or expedient to prevent any impairment of the security interest in or the perfection thereof in the Collateral.  All of the foregoing shall be at the sole cost and expense of the Grantors.  The Grantors and the Collateral Agent acknowledge that this Agreement is intended to grant to the Collateral Agent, for the benefit of the Secured Parties, a security interest in and Lien upon the Collateral and shall not constitute or create a present assignment of any of the Collateral.

ARTICLE V

REPRESENTATIONS, WARRANTIES AND COVENANTS

Each Grantor represents, warrants and covenants as follows:

SECTION 5.1.                 Title.  No financing statement or other public notice with respect to all or any part of the Collateral is on file or of record in any public office, except such as have been filed in favor of the Collateral Agent pursuant to this Agreement or as are permitted by the Indenture and each Permitted Additional Pari Passu Lien Agreement.  No Person other than the Collateral Agent or the ABL Agent has control or possession of all or any part of the Collateral, except as permitted by the Indenture and each Permitted Additional Pari Passu Lien Agreement; provided, however, that no Grantor makes any representation or warranty as to the possession or control of any Intellectual Property Collateral that has not been registered or applied for with a Governmental Authority.

SECTION 5.2.                 Limitation on Liens; Defense of Claims; Transferability of Collateral.  Each Grantor is as of the date hereof, and, as to Collateral acquired by it from time to time after the date hereof, such Grantor will be, the sole owner of all Collateral pledged by it hereunder free from any Lien or other right, title or interest of any Person other than the Liens and security interest created by this Agreement and Permitted Liens; provided, however, that no Grantor makes any representation or warranty as to the ownership of any Intellectual Property Collateral that has not been registered or applied for with a Governmental Authority.  Each Grantor shall, at its own cost and expense, defend title to the Collateral pledged by it hereunder and the security interest therein and Lien thereon granted to the Collateral Agent and the priority thereof against all claims and demands of all Persons, at its own cost and expense, at any time claiming any interest therein adverse to the Collateral Agent or any other Secured Party other than Permitted Liens.  Except as permitted by the Indenture and each Permitted Additional Pari Passu Lien Agreement, there is no agreement, and no Grantor shall enter into any agreement or take any other action, that would restrict the transferability of any of the Collateral or otherwise impair or conflict with such Grantors’ obligations or the rights of the Collateral Agent hereunder.

19

SECTION 5.3.                 Chief Executive Office; Change of Name; Jurisdiction of Organization.

(a)           The exact legal name, type of organization, jurisdiction of organization, federal taxpayer identification number, organizational identification number and chief executive office of such Grantor is indicated next to its name in Schedules 1(a) and 2 of the Perfection Certificate.  Such Grantor shall furnish to the Collateral Agent prompt notice (but in any event not more than thirty (30) days after any change referred to herein) of any change in: (i) any Grantor’s legal name or in any trade name used to identify it in the conduct of its business or in the ownership of its properties; (ii) the location of any Grantor’s chief executive office, its principal place of business, any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which Collateral owned by it is located (including the establishment of any such new office or facility); (iii) any Grantor’s organizational structure (iv) any Grantors’ jurisdiction of incorporation or formation (in each case, including by merging with or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction); or (v) any Grantor’s Federal Taxpayer Identification Number or organizational identification number assigned to it by its state of organization.  Such Grantor agrees (A) not to effect or permit any such change unless all filings have been made under the UCC or otherwise that are required in order for the Collateral Agent to continue at all times following such change to have a valid, legal and perfected security interest in all the Collateral (subject to Permitted Liens) and (B) to take all action required to maintain the perfection and priority of the security interest of the Collateral Agent for the benefit of the Secured Parties in the Collateral intended to be granted hereunder.  Each Grantor agrees to promptly provide the Collateral Agent with certified organizational documents reflecting any of the changes described in the preceding sentence.

(b)           The Collateral Agent may rely on opinions of counsel as to whether any or all UCC financing statements of the Grantors need to be amended as a result of any of the changes described in SECTION 5.3(a).  The Collateral Agent shall have no duty to inquire about such changes.

SECTION 5.4.                 [Reserved].

SECTION 5.5.                 Due Authorization and Issuance.  All of the Pledged Interests issued by any Grantor or any Subsidiary thereof have been duly authorized, validly issued and, to the extent applicable, fully paid and non-assessable.  There is no amount or other obligation owing by any Grantor to any issuer of the Pledged Interests in exchange for or in connection with the issuance of the Pledged Interests or any Grantor’s status as a partner or a member of any issuer of the Pledged Interests.

SECTION 5.6.                 No Claims.  Such Grantor owns or has rights to use all of the Collateral pledged by it hereunder and all rights with respect to any of the foregoing used in, necessary for or material to such Grantor’s business as currently conducted.  The use by such Grantor of such Collateral and all such rights with respect to the foregoing do not infringe on the rights of any Person other than such infringement which would not, individually or in the aggregate, result in a Material Adverse Effect.  No claim has been made and remains outstanding that such Grantor’s use of any Collateral does or may violate the rights of any third Person that would individually, or in the aggregate, have a Material Adverse Effect.

20

SECTION 5.7.                 No Conflicts, Consents, etc.  No consent of any party (including, without limitation, equity holders or creditors of such Grantor) and no consent, authorization, approval, license or other action by, and no notice to or filing with, any Governmental Authority or regulatory body or other Person is required (a) for the pledge by such Grantor of the Collateral pledged by it pursuant to this Agreement or for the execution, delivery or performance hereof by such Grantor, (b) for the exercise by the Collateral Agent of the voting or other rights provided for in this Agreement or (c) for the exercise by the Collateral Agent of the remedies in respect of the Collateral pursuant to this Agreement except, in each case, for such consents which have been obtained prior to the date hereof.  Following the occurrence and during the continuation of an Event of Default, if the Collateral Agent desires to exercise any remedies, voting or consensual rights or attorney-in-fact powers set forth in this Agreement and determines it necessary to obtain any approvals or consents of any Governmental Authority or any other Person therefor, then, upon the reasonable request of the Collateral Agent, such Grantor agrees to use commercially reasonable efforts to assist and aid the Collateral Agent to obtain as soon as commercially practicable any necessary approvals or consents for the exercise of any such remedies, rights and powers.

SECTION 5.8.                 Collateral Information.  All information set forth herein, including the schedules annexed hereto, and all information contained in any documents, schedules and lists heretofore delivered to any Secured Party in connection with this Agreement, in each case, relating to the Collateral, is accurate and complete in all material respects.  Should any of the information on any of the schedules hereto become inaccurate or misleading in any material respect as a result of changes after the Issue Date, the Grantors shall advise the Collateral Agent in writing of such revisions or updates as may be necessary or appropriate to update or correct the same.

SECTION 5.9.                 Insurance.  Each Grantor shall use commercially reasonable efforts to cause all property insurance policies covering Collateral located in the U.S. and all U.S. general liability insurance policies of the Grantors to name the Collateral Agent as additional insured or loss payee, as applicable and, once obtained, the Grantors shall deliver to the Collateral Agent the original certificates of insurance evidencing that such U.S. property and general liability insurance policies of the Grantors that name the Collateral Agent as additional insured or loss payee, as applicable are in force.  Each Grantor hereby irrevocably makes, constitutes and appoints the Collateral Agent (and all officers, employees or agents designated by the Collateral Agent) as such Grantor’s true and lawful agent (and attorney-in-fact), exercisable only after the occurrence and during the continuance of an Event of Default, for the purpose of making, settling and adjusting claims in respect of the Collateral under policies of insurance, endorsing the name of such Grantor on any check, draft, instrument or other item of payment for the proceeds of such policies of insurance and for making all determinations and decisions with respect thereto.  In the event that any Grantor at any time or times shall fail to obtain or maintain any of the policies of insurance required hereby or to pay any premium in whole or in part relating thereto, the Collateral Agent may, without waiving or releasing any obligation or liability of the Grantors hereunder or any Default or Event of Default, in its sole discretion, obtain and maintain such policies of insurance and pay such premium and take any other actions with respect thereto as the Collateral Agent deems advisable.  All sums disbursed by the Collateral Agent in connection with this SECTION 5.9, including reasonable attorneys’ fees, court costs, expenses and other

21

charges relating thereto, shall be payable, upon demand, by the Grantors to the Collateral Agent and shall be additional Secured Obligations secured hereby.

SECTION 5.10.               Payment of Taxes; Compliance with Laws; Contested Liens; Claims.  Each Grantor represents and warrants that all Claims imposed upon or assessed against the Collateral have been paid and discharged except to the extent such Claims constitute a Lien not yet due and payable or a Permitted Encumbrance.  Each Grantor shall comply with all applicable Laws relating to the Collateral the failure to comply with which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.  Each Grantor may at its own expense contest the validity, amount or applicability of any Claims so long as the contest thereof shall be conducted in accordance with, and permitted pursuant to the provisions of, the Indenture and each Permitted Additional Pari Passu Lien Agreement.  Notwithstanding the foregoing provisions of this SECTION 5.10, no contest of any such obligation may be pursued by such Grantor if such contest would expose the Collateral Agent or any other Secured Party to (a) any possible criminal liability or (b) any additional civil liability for failure to comply with such obligations unless such Grantor shall have furnished a bond or other security therefor satisfactory to the Collateral Agent, or such other Secured Party, as the case may be.

SECTION 5.11.               Access to Collateral, Books and Records; Other Information.  Such Grantor shall, at any and all times, within a reasonable time after written request by the Collateral Agent, furnish or cause to be furnished to the Collateral Agent, in such manner and in such detail as may be reasonably requested by the Collateral Agent, additional information with respect to the Collateral.

ARTICLE VI

CERTAIN PROVISIONS CONCERNING SECURITIES COLLATERAL

SECTION 6.1.                 Pledge of Additional Securities Collateral.  Each Grantor shall, upon obtaining any Pledged Securities or Intercompany Notes of any Person required to be pledged hereunder, accept the same in trust for the benefit of the Collateral Agent and the ABL Agent and forthwith deliver (a) to the Collateral Agent a pledge amendment, duly executed by such Grantor, in substantially the form of Exhibit 2 annexed hereto (each, a “Pledge Amendment”), and (b) to the Collateral Agent and/or the ABL Agent the certificates and other documents required under SECTION 4.1 and SECTION 4.2 hereof in respect of the additional Pledged Securities or Intercompany Notes which are to be pledged pursuant to this Agreement, and confirming the attachment of the Lien hereby created on and in respect of such additional Pledged Securities or Intercompany Notes.  Each Grantor hereby authorizes the Collateral Agent to attach each Pledge Amendment to this Agreement and agrees that all Pledged Securities or Intercompany Notes listed on any Pledge Amendment delivered to the Collateral Agent shall for all purposes hereunder be considered Collateral.

22

SECTION 6.2.                 Voting Rights; Distributions; etc.

(a)           So long as a Grantor has not received notice that an Event of Default has occurred and is continuing:

(i)            Such Grantor shall be entitled to exercise any and all voting and other consensual rights pertaining to the Securities Collateral or any part thereof for any purpose not inconsistent with the terms or purposes hereof, the Indenture and each Permitted Additional Pari Passu Lien Agreement or any other document evidencing the Secured Obligations.

(ii)           Such Grantor shall be entitled to receive and retain, and to utilize free and clear of the Lien hereof, any and all Distributions, but only if and to the extent made in accordance with the provisions of the Indenture and each Permitted Additional Pari Passu Lien Agreement; provided, however, that any and all such Distributions consisting of rights or interests in the form of securities shall be forthwith delivered to hold as Collateral and shall, if received by any Grantor, be received in trust for the benefit of the Collateral Agent, be segregated from the other property or funds of such Grantor and be forthwith delivered to the Collateral Agent, to hold as Collateral in the same form as so received (with any necessary endorsement).

(iii)          The Collateral Agent shall be deemed without further action or formality to have granted to each Grantor all necessary consents relating to voting rights and shall, if necessary, promptly upon written request of any Grantor and at the sole cost and expense of the Grantors, from time to time execute and deliver (or cause to be executed and delivered) to such Grantor all such instruments as such Grantor may reasonably request in order to permit such Grantor to exercise the voting and other rights which it is entitled to exercise pursuant to SECTION 6.2(a)(i) hereof and to receive the Distributions which it is authorized to receive and retain pursuant to SECTION 6.2(a)(ii) hereof.

(b)           Upon a Grantor’s receipt of notice that an Event of Default has occurred and is continuing, all rights of each Grantor to exercise the voting and other consensual rights it would otherwise be entitled to exercise pursuant to SECTION 6.2(a) hereof without any action, other than, in the case of any Securities Collateral, or the giving of any notice shall immediately cease, and all such rights shall thereupon become vested, in the Collateral Agent, who shall thereupon have the sole right to exercise such voting and other consensual rights; provided that the Collateral Agent, shall have the right, in its sole discretion, from time to time following the occurrence and continuance of an Event of Default to permit such Grantor to exercise such rights under SECTION 6.2(a).

(c)           Upon a Grantor’s receipt of notice that an Event of Default has occurred and is continuing, all rights of each Grantor to receive Distributions which it would otherwise be authorized to receive and retain pursuant to SECTION 6.2(a)(ii) hereof shall cease and all such rights shall thereupon become vested in the Collateral Agent, which shall thereupon have the sole right to receive and hold as Collateral such Distributions.  After such Event of Default is no longer continuing, each Grantor shall have the right to exercise the voting, managerial and other consensual rights and powers that it would otherwise be entitled to pursuant to SECTION 6.2(a) 

23

hereof and receive the payments, proceeds, dividends, distributions, monies, compensation, property, assets, instruments or rights which it would be authorized to receive and retain pursuant to SECTION 6.2(a)(ii).

(d)           Each Grantor shall, at its sole cost and expense, from time to time execute and deliver to the Collateral Agent appropriate instruments as the Collateral Agent may reasonably request in order to permit the Collateral Agent to exercise the voting and other rights which it may be entitled to exercise pursuant to SECTION 6.2(b) hereof and to receive all Distributions which it may be entitled to receive under SECTION 6.2(c) hereof.

(e)           All Distributions which are received by any Grantor contrary to the provisions of SECTION 6.2(c) hereof shall be received in trust for the benefit of the Collateral Agent, shall be segregated from other funds of such Grantor and shall immediately be delivered to the Collateral Agent in accordance with the provisions of the Indenture and each Permitted Additional Pari Passu Lien Agreement in the same form as so received (with any necessary endorsement).

SECTION 6.3.                 Organizational Documents.  Each Grantor has delivered to the Collateral Agent or its representatives true, correct and complete copies of its Organization Documents.  The Organization Documents are in full force and effect, have not as of the date hereof been amended or modified except as disclosed to the Collateral Agent.

SECTION 6.4.                 Defaults, Etc.  Such Grantor is not in default in the payment of any portion of any mandatory capital contribution, if any, required to be made under any agreement to which such Grantor is a party relating to the Pledged Securities pledged by it.  No Securities Collateral pledged by such Grantor is subject to any defense, offset or counterclaim, nor have any of the foregoing been asserted or alleged against such Grantor by any Person with respect thereto, and as of the date hereof, there are no certificates, instruments, documents or other writings (other than the Organization Documents and certificates, if any, delivered to the Collateral Agent) which evidence any Pledged Securities of such Grantor.

SECTION 6.5.                 Certain Agreements of Grantors As Issuers and Holders of Equity Interests.

(a)           In the case of each Grantor which is an issuer of Securities Collateral, such Grantor agrees to be bound by the terms of this Agreement relating to the Securities Collateral issued by it and will comply with such terms insofar as such terms are applicable to it.

(b)           In the case of each Grantor which is a partner in a partnership, limited liability company or other entity, such Grantor hereby consents to the extent required by the applicable Organization Document to the pledge by each other Grantor, pursuant to the terms hereof, of the Pledged Interests in such partnership, limited liability company or other entity and, upon the occurrence and during the continuance of an Event of Default, to the transfer of such Pledged Interests to the Collateral Agent or its nominee and to the substitution of the Collateral Agent or its nominee as a substituted partner or member in such partnership, limited liability company or other entity with all the rights, powers and duties of a general partner or a limited partner or member, as the case may be.

24

ARTICLE VII

CERTAIN PROVISIONS CONCERNING INTELLECTUAL
PROPERTY COLLATERAL

SECTION 7.1.                 Grant of License.  Without limiting the rights of the Collateral Agent as the holder of a Lien on the Intellectual Property Collateral, for the purpose of enabling the Collateral Agent, solely upon the occurrence and during the continuance of an Event of Default, to exercise rights and remedies under ARTICLE IX hereof at such time as the Collateral Agent shall be lawfully entitled to exercise such rights and remedies, and for no other purpose, each Grantor hereby grants to the Collateral Agent, to the extent assignable, a non-exclusive license (exercisable without payment of royalty or other compensation to such Grantor) to use, assign, license or sublicense any of the Intellectual Property Collateral now owned or hereafter acquired by such Grantor, wherever the same may be located, including in such license access to all media in which any of the licensed items may be recorded or stored and to all computer programs used for the compilation or printout hereof.

SECTION 7.2.                 Registrations.  Except pursuant to licenses and other agreements that are not material licenses and other agreements entered into by any Grantor that are listed in Schedule 11(a) or Schedule 11(b) of the Perfection Certificate, and except the inherent uncertainty with respect to a Governmental Authority’s ultimate granting (whether by issuing or registering) of any pending Patent, Trademark or Copyright application and the validity of any such application, on and as of the date hereof, (a) each Grantor owns and possesses the right to use, and has done nothing to authorize or enable any other Person to use, any material Copyright, Patent or Trademark listed in Schedules 11(a) or 11(b) of the Perfection Certificate, and (b) all registrations listed in Schedules 11(a) and 11(b) of the Perfection Certificate are valid and in full force and effect.

SECTION 7.3.                 No Violations or Proceedings.  To each Grantor’s knowledge, on and as of the date hereof, there is no material violation or infringement by others of any right of such Grantor with respect to any Copyright, Patent or Trademark listed in Schedules 11(a) or 11(b) of the Perfection Certificate, respectively, pledged by it under the name of such Grantor.

SECTION 7.4.                 Protection of Collateral Agent’s Security.  On a continuing basis, each Grantor shall, at its sole cost and expense, (a) promptly following its becoming aware thereof, notify the Collateral Agent of (i) any adverse determination in any proceeding in the United States Patent and Trademark Office or the United States Copyright Office with respect to any material Patent, Trademark or Copyright or (ii) the institution of any proceeding or any adverse determination in any federal, state or local court or administrative body regarding such Grantor’s claim of ownership in or right to use any material Patent, Trademark or Copyright, (b) maintain and protect the Intellectual Property Collateral material to the use and operation of the Collateral as presently used and operated, except for any such Intellectual Property Collateral that such Grantor believes, in its reasonable business judgment, should not be maintained or protected, (c) not settle or compromise any pending or future litigation or administrative proceeding with respect to such Intellectual Property Collateral, in each case except as shall be consistent with commercially reasonable business judgment and (d) with respect to any federally registered

25

Intellectual Property Collateral, of which any Grantor obtains ownership of after the date hereof, such Grantor shall, on an annual basis within thirty (30) days of each anniversary of the effective date of this Agreement, (i) provide to the Collateral Agent written notice of any such items of Intellectual Property Collateral and (ii) confirm the attachment of the Lien and security interest created by this Agreement to any such items by execution and filing of an instrument in form reasonably acceptable to the Collateral Agent.

SECTION 7.5.                 After-Acquired Property.  If any Grantor shall, at any time prior to the release of the Security Interest, obtain any rights to any additional Intellectual Property Collateral, the provisions hereof shall automatically apply thereto and any such item with respect to such Grantor shall automatically constitute Intellectual Property Collateral if such would have constituted Intellectual Property Collateral at the time of execution hereof and be subject to the Lien and security interest created by this Agreement without further action by any party.

SECTION 7.6.                 Litigation.  Upon the occurrence and solely during the continuance of any Event of Default, the Collateral Agent shall have the right but shall in no way be obligated to file applications for protection of the Intellectual Property Collateral and/or bring suit to enforce the Intellectual Property Collateral and any license thereunder.  In the event of such suit, each Grantor shall, at the reasonable request of the Collateral Agent, do any and all lawful acts and execute any and all documents requested by the Collateral Agent in aid of such enforcement.

ARTICLE VIII

[RESERVED]

ARTICLE IX

REMEDIES

SECTION 9.1.                 Remedies.  Upon the occurrence and during the continuance of any Event of Default, the Collateral Agent may from time to time in respect of the Collateral, in addition to the other rights and remedies provided for herein or otherwise available to it:

(a)           Personally, or by agents or attorneys, immediately take possession of the Collateral or any part thereof, from any Grantor or any other Person who then has possession of any part thereof with or without notice or process of law, and for that purpose may enter upon any Grantor’s premises where any of the Collateral is located, remove such Collateral, remain present at such premises to receive copies of all communications and remittances relating to the Collateral and use in connection with such removal and possession any and all services, supplies, aids and other facilities of any Grantor;

(b)           Demand, sue for, collect or receive any money or property at any time payable or receivable in respect of the Collateral, including, without limitation, instructing the obligor or obligors on any agreement, instrument or other obligation constituting part of the Collateral to make any payment required by the terms of such agreement, instrument

26

or other obligation directly to the Collateral Agent, and in connection with any of the foregoing, compromise, settle, extend the time for payment and make other modifications with respect thereto; provided, however, that in the event that any such payments are made directly to any Grantor, prior to receipt by any such obligor of such instruction, such Grantor shall segregate all amounts received pursuant thereto in trust for the benefit of the Collateral Agent and shall promptly pay such amounts to the Collateral Agent;

(c)           Sell, assign, grant a license to use or otherwise liquidate, or direct any Grantor to sell, assign, grant a license to use or otherwise liquidate, any and all investments made in whole or in part with the Collateral or any part thereof, and take possession of the proceeds of any such sale, assignment, license or liquidation;

(d)           Take possession of the Collateral or any part thereof, by directing any Grantor in writing to deliver the same to the Collateral Agent at any place or places so designated by the Collateral Agent, in which event such Grantor shall at its own expense:  (i) forthwith cause the same to be moved to the place or places designated by the Collateral Agent and therewith delivered to the Collateral Agent; (ii) store and keep any Collateral so delivered to the Collateral Agent at such place or places pending further action by the Collateral Agent; and (iii) while the Collateral shall be so stored and kept, provide such security and maintenance services as shall be necessary to protect the same and to preserve and maintain them in good condition.  Each Grantor’s obligation to deliver the Collateral as contemplated in this SECTION 9.1 is of the essence hereof.  Upon application to a court of equity having jurisdiction, the Collateral Agent shall be entitled to a decree requiring specific performance by any Grantor of such obligation;

(e)           Withdraw all moneys, instruments, securities and other property in any bank, financial securities, deposit or other account of any Grantor constituting Collateral (including Trust Monies in the Collateral Account) for application to the Secured Obligations as provided in ARTICLE X hereof;

(f)            Retain and apply the Distributions to the Secured Obligations as provided in ARTICLE X hereof;

(g)           Exercise any and all rights as beneficial and legal owner of the Collateral, including, without limitation, perfecting assignment of and exercising any and all voting, consensual and other rights and powers with respect to any Collateral; and

(h)           Exercise all the rights and remedies of a secured party under the UCC, and the Collateral Agent may also in its sole discretion, without notice except as specified in SECTION 9.2 hereof, sell, assign or grant a license to use the Collateral or any part thereof in one or more parcels at public or private sale, at any exchange, broker’s board or at any of the Collateral Agent’s offices or elsewhere, for cash, on credit or for future delivery, and at such price or prices and upon such other terms as the Collateral Agent may deem commercially reasonable.  The Collateral Agent or any other Grantor or any of their respective Affiliates may be the purchaser, licensee, assignee or recipient of any or all of the Collateral at any such sale and shall be entitled, for the purpose of bidding and

27

making settlement or payment of the purchase price for all or any portion of the Collateral sold, assigned or licensed at such sale, to use and apply any of the Secured Obligations owed to such Person as a credit on account of the purchase price of any Collateral payable by such Person at such sale.  Each purchaser, assignee, licensee or recipient at any such sale shall acquire the property sold, assigned or licensed absolutely free from any claim or right on the part of any Grantor, and each Grantor hereby waives, to the fullest extent permitted by Law, all rights of redemption, stay and/or appraisal which it now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted.  The Collateral Agent shall not be obligated to make any sale of Collateral regardless of notice of sale having been given.  The Collateral Agent may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned.  To the fullest extent permitted by Law, each Grantor hereby waives any claims against the Collateral Agent arising by reason of the fact that the price at which any Collateral may have been sold, assigned or licensed at such a private sale was less than the price which might have been obtained at a public sale, even if the Collateral Agent accepts the first offer received and does not offer such Collateral to more than one offeree.

SECTION 9.2.                 Notice of Sale.  Each Grantor acknowledges and agrees that, to the extent notice of sale or other disposition of Collateral shall be required by applicable Law and unless the Collateral is perishable or threatens to decline speedily in value, or is of a type customarily sold on a recognized market (in which event the Collateral Agent shall provide such Grantor such advance notice as may be practicable under the circumstances), ten (10) days’ prior notice to such Grantor of the time and place of any public sale or of the time after which any private sale or other intended disposition is to take place shall be commercially reasonable notification of such matters.  No notification need be given to any Grantor if it has signed, after the occurrence of an Event of Default, a statement renouncing or modifying (as permitted under Law) any right to notification of sale or other intended disposition.

SECTION 9.3.                 Waiver of Notice and Claims.  Each Grantor hereby waives, to the fullest extent permitted by applicable Law, notice or judicial hearing in connection with the Collateral Agent’s taking possession or the Collateral Agent’s disposition of any of the Collateral, including, without limitation, any and all prior notice and hearing for any prejudgment remedy or remedies and any such right which such Grantor would otherwise have under Law, and each Grantor hereby further waives, to the fullest extent permitted by applicable Law: (a) all damages occasioned by such taking of possession; (b) all other requirements as to the time, place and terms of sale or other requirements with respect to the enforcement of the Collateral Agent’s rights hereunder; and (c) all rights of redemption, appraisal, valuation, stay, extension or moratorium now or hereafter in force under any applicable Law.  The Collateral Agent shall not be liable for any incorrect or improper payment made pursuant to this ARTICLE IX in the absence of gross negligence or willful misconduct.  Any sale of, or the grant of options to purchase, or any other realization upon, any Collateral shall operate to divest all right, title, interest, claim and demand, either at law or in equity, of the applicable Grantor therein and thereto, and shall be a perpetual bar both at law and in equity against such Grantor and against any and all Persons

28

claiming or attempting to claim the Collateral so sold, optioned or realized upon, or any part thereof, from, through or under such Grantor.

SECTION 9.4.                 Certain Sales of Collateral.

(a)           Each Grantor recognizes that, by reason of certain prohibitions contained in law, rules, regulations or orders of any Governmental Authority, the Collateral Agent may be compelled, with respect to any sale of all or any part of the Collateral, to limit purchasers to those who meet the requirements of such Governmental Authority.  Each Grantor acknowledges that any such sales may be at prices and on terms less favorable to the Collateral Agent than those obtainable through a public sale without such restrictions, and, notwithstanding such circumstances, agrees that any such restricted sale shall be deemed to have been made in a commercially reasonable manner and that, except as may be required by applicable Law, the Collateral Agent shall have no obligation to engage in public sales.

(b)           Each Grantor recognizes that, by reason of certain prohibitions contained in the Securities Act, and applicable state securities Laws, the Collateral Agent may be compelled, with respect to any sale of all or any part of the Securities Collateral and Investment Property, to limit purchasers to Persons who will agree, among other things, to acquire such Securities Collateral or Investment Property for their own account, for investment and not with a view to the distribution or resale thereof.  Each Grantor acknowledges that any such private sales may be at prices and on terms less favorable to the Collateral Agent than those obtainable through a public sale without such restrictions (including, without limitation, a public offering made pursuant to a registration statement under the Securities Act), and, notwithstanding such circumstances, agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner and that the Collateral Agent shall have no obligation to engage in public sales and no obligation to delay the sale of any Securities Collateral or Investment Property for the period of time necessary to permit the issuer thereof to register it for a form of public sale requiring registration under the Securities Act or under applicable state securities Laws, even if such issuer would agree to do so.

(c)           If the Collateral Agent determines to exercise its right to sell any or all of the Securities Collateral or Investment Property, upon written request, the applicable Grantor shall from time to time furnish to the Collateral Agent all such information as the Collateral Agent may reasonably request in order to determine the number of securities included in the Securities Collateral or Investment Property which may be sold by the Collateral Agent as exempt transactions under the Securities Act and the rules of the Securities and Exchange Commission thereunder, as the same are from time to time in effect.

(d)           Each Grantor further agrees that a breach of any of the covenants contained in this SECTION 9.4 will cause irreparable injury to the Collateral Agent and the other Grantors, that the Collateral Agent and the other Grantors have no adequate remedy at law in respect of such breach and, as a consequence, that each and every covenant contained in this SECTION 9.4 shall be specifically enforceable against such Grantor, and such Grantor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants except for a defense that no Event of Default has occurred and is continuing.

29

SECTION 9.5.                 No Waiver; Cumulative Remedies.

(a)           No failure on the part of the Collateral Agent to exercise, no course of dealing with respect to, and no delay on the part of the Collateral Agent in exercising, any right, power or remedy hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any such right, power or remedy hereunder preclude any other or further exercise thereof or the exercise of any other right, power or remedy; nor shall the Collateral Agent be required to look first to, enforce or exhaust any other security, collateral or guaranties.  The remedies herein provided are cumulative and are not exclusive of any remedies provided by Law.

(b)           In the event that the Collateral Agent shall have instituted any proceeding to enforce any right, power or remedy under this Agreement by foreclosure, sale, entry or otherwise, and such proceeding shall have been discontinued or abandoned for any reason or shall have been determined adversely to the Collateral Agent, then and in every such case, the Grantors, the Collateral Agent and each other Secured Party shall be restored to their respective former positions and rights hereunder with respect to the Collateral, and all rights, remedies and powers of the Collateral Agent and the other Secured Parties shall continue as if no such proceeding had been instituted.

ARTICLE X

APPLICATION OF PROCEEDS

SECTION 10.1.               Application of Proceeds.  The proceeds received by the Collateral Agent in respect of any sale of, collection from or other realization upon all or any part of the Collateral or Mortgaged Property pursuant to the exercise by the Collateral Agent of its remedies shall be applied, together with any other sums then held by the Collateral Agent pursuant to this Agreement and any other Security Document or in the Collateral Account, against the Secured Obligations in the order set forth in Exhibit 4:

ARTICLE XI

MISCELLANEOUS

SECTION 11.1.               Concerning Collateral Agent.

(a)           Duties of The Collateral Agent.

(i)            If an Event of Default has occurred and is continuing and the Collateral Agent has received written notice thereof from an Issuer, the Trustee or any Additional Pari Passu Agent, the Collateral Agent may exercise such of the rights and powers vested in it by this Agreement and the Security Documents, and shall use the same degree of care and skill in its exercise as a prudent person would exercise or use under the circumstances in the conduct of his or her own affairs; provided that, subject to the limitations on the obligations of the Collateral Agent to take actions as provided herein, in the Indenture or any Permitted Additional Pari Passu Lien Agreement, the Collateral Agent shall exercise, or refrain from exercising, any remedies provided for herein, in accordance with the written instructions of the Required Secured Parties;

30

(ii)           Except during the continuance of an Event of Default:

(A)          the duties of the Collateral Agent shall be determined solely by the express provisions of this Agreement and the Collateral Agent need perform only those duties that are specifically set forth in this Agreement and the other Security Documents and no others, and no implied covenants or obligations shall be read into this Agreement or the Security Documents against the Collateral Agent; and

(B)           in the absence of bad faith on its part, the Collateral Agent may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Collateral Agent.

(iii)          The Collateral Agent may not be relieved from liability for its own gross negligent action, its own grossly negligent failure to act, or its own willful misconduct, except that:

(A)          this paragraph does not limit the effect of paragraph (ii) or (v) of this SECTION 11.1(a);

(B)           the Collateral Agent shall not be liable for any error of judgment made in good faith by an officer of the Collateral Agent, unless it is proved that the Collateral Agent was grossly negligent in ascertaining the pertinent facts; and

(C)           the Collateral Agent shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it at the direction of the Required Secured Parties, or for the method and place of conducting any proceeding for any remedy available to the Collateral Agent, or exercising any trust or power conferred upon the Collateral Agent, under this Agreement or any other Security Document.

(iv)          Whether or not therein expressly so provided, every provision of this Agreement or any provision of any other Security Document that in any way relates to the Collateral Agent is subject to paragraphs (i), (ii), (iii), (v) and (vi) of this SECTION 11.1(a).

(v)           No provision of this Agreement or any other Security Document shall require the Collateral Agent to expend or risk its own funds or incur any liability.

(vi)          The Collateral Agent shall not be liable for interest on any money received by it except as the Collateral Agent may agree in writing with the Grantors.  Money held in trust by the Collateral Agent need not be segregated from other funds except to the extent required by law.

(b)           Rights of the Collateral Agent.

(i)            The Collateral Agent may conclusively rely and shall be fully protected in acting or refraining from acting on any document believed by it to be genuine and to have been signed or presented by the proper Person.  The Collateral Agent need not investigate any fact or

31

matter stated in any such document. The Collateral Agent shall not be obligated to communicate with or deal in any way with any Secured Party other than the Trustee and any Additional Pari Passu Agent.  In determining (x) the amount of Secured Obligations outstanding under the Indenture or any Permitted Additional Pari Passu Lien Agreement or (y) whether the consent of any Secured Party to any amendment, waiver or other action under this Agreement or any other Security Document has been obtained, the Collateral Agent may conclusively rely on any statement by the Trustee or the applicable Additional Pari Passu Agent as to such matter.

(ii)           The Collateral Agent may act through its attorneys and agents and shall not be responsible for the misconduct or negligence of any attorney or agent appointed with due care.

(iii)          The Collateral Agent shall not be liable for any action it takes or omits to take in good faith that it believes to be authorized or within the rights or powers conferred upon it by this Agreement or any other Security Document.  Whenever in the administration of this Agreement or any Security Document the Collateral Agent shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Collateral Agent (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, conclusively rely upon an Officers’ Certificate.

(iv)          Unless otherwise specifically provided in this Agreement or any other Security Document, any demand, request, direction or notice from any Grantor shall be sufficient if evidenced by an Officer’s Certificate.

(v)           The Collateral Agent shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement or any other Security Document at the request or direction of any of the Secured Parties unless such Secured Parties shall have offered to the Collateral Agent reasonable security and indemnity reasonably satisfactory to the Collateral Agent against the costs, expenses and liabilities that might be incurred by it in compliance with such request or direction.

(vi)          The Collateral Agent shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or documents, but the Collateral Agent, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Collateral Agent shall determine to make such further inquiry or investigation, it shall be entitled to examine during normal business hours and upon reasonable notice the books, records and premises of any Grantor, personally or by agent or attorney at the sole cost of the Grantors, and shall incur no liability or additional liability of any kind by reason of such inquiry or investigation.

(vii)         The rights, privileges, protections and benefits given to the Collateral Agent, including, without limitation, its rights to be indemnified, are extended to, and shall be enforceable by, the Collateral Agent in each of its capacities hereunder, and to each agent, custodian and other Persons employed to act hereunder or under any Security Document.

32

(viii)        The Collateral Agent may request that the Issuers deliver an Officers’ Certificate setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Agreement or any other Security Document, which Officers’ Certificate may be signed by any person authorized to sign an Officers’ Certificate, including any person specified as so authorized in any such certificate previously delivered and not superseded

(ix)           The permissive right of the Collateral Agent to take or refrain from taking any actions enumerated in this Agreement or any other Security Document shall not be construed as a duty.

(c)           Individual Rights of Collateral Agent.  The Collateral Agent in its individual or any other capacity may become the owner or pledgee of Secured Obligations and may otherwise deal with any Grantor or any Affiliate of any Grantor with the same rights it would have if it were not Collateral Agent.

(d)           Collateral Agent’s Disclaimer.  The Collateral Agent shall not be responsible for and makes no representation as to the validity or adequacy of this Agreement or any other Security Document, or the existence, genuineness, value or protection of any Collateral (except for the safe custody of Collateral in its possession and the accounting for Trust Monies actually received by it in accordance with the terms hereof), the legality, effectiveness or sufficiency of any Security Document, or the creation, perfection, priority, sufficiency or protection of any Lien on any Collateral, and it shall not be responsible for any statement or recital in this Agreement or any other Security Document.

(e)           Replacement of Collateral Agent.  A resignation or removal of the Collateral Agent and appointment of a successor Collateral Agent shall become effective only upon the successor Collateral Agent’s acceptance of appointment as provided in this SECTION 11.1(e).  The Collateral Agent may resign in writing at any time by so notifying the Issuers, the Trustee and each Additional Pari Passu Agent.  The Issuers may remove the Collateral Agent if:

(i)            the Collateral Agent is removed as Trustee under the Indenture;

(ii)           the Collateral Agent fails to comply with SECTION 11.1(g) hereof;

(iii)          the Collateral Agent is adjudged a bankrupt or an insolvent or an order for relief is entered with respect to the Collateral Agent under the Bankruptcy Code;

(iv)          a custodian or public officer takes charge of the Collateral Agent or its property; or

(v)           the Collateral Agent becomes incapable of acting.

If the Collateral Agent resigns or is removed or if a vacancy exists in the office of Collateral Agent for any reason, the Issuers shall promptly appoint a successor Collateral Agent which complies with any eligibility requirements contained in the Indenture and each Permitted Additional Pari Passu Lien Agreement.

33

If a successor Collateral Agent does not take office within 30 days after the retiring Collateral Agent resigns or is removed, the retiring Collateral Agent, the Company or the holders of at least 10% in principal amount of the then outstanding principal amount of Secured Obligations may petition any court of competent jurisdiction for the appointment of a successor Collateral Agent.

A successor Collateral Agent shall deliver a written acceptance of its appointment to the retiring Collateral Agent and to the Issuer.  Thereupon, the resignation or removal of the retiring Collateral Agent shall become effective, and the successor Collateral Agent shall have all the rights, powers and the duties of the Collateral Agent under this Agreement and the other Security Documents.  The successor Collateral Agent shall mail a notice of its succession to the Trustee and each Additional Pari Passu Agent.  The retiring Collateral Agent shall promptly transfer all property held by it as Collateral Agent to the successor Collateral Agent.

(f)            Successor Collateral Agent by Merger, Etc.  If the Collateral Agent consolidates, merges or converts into, or transfers all or substantially all of its corporate trust business to, another Person, the successor Person without any further act shall be the successor Collateral Agent under this Agreement and the other Security Documents.

(g)           Eligibility.  There shall at all times be a Collateral Agent hereunder that (i) meets the requirements for being a trustee under the Indenture (prior to the discharge or defeasance of the Indenture) and (ii) following the discharge or defeasance of the Indenture, meets the requirements for being the Additional Pari Passu Agent under any then extant Permitted Additional Pari Passu Lien Agreement.

(h)           Co-Collateral Agent; Separate Collateral Agent.  At any time or times, for the purpose of meeting the legal requirements of any jurisdiction in which any of the Collateral may at the time be located, the Issuers and the Collateral Agent shall have power to appoint agents and sub-agents to the extent permitted under the Indenture and each Permitted Additional Pari Passu Lien Agreement.

SECTION 11.2.               Collateral Agent May Perform; Collateral Agent Appointed Attorney-in-Fact.  If any Grantor shall fail to perform any covenants contained in this Agreement, in any of the Security Documents or in the Indenture and each Permitted Additional Pari Passu Lien Agreement or if any warranty on the part of any Grantor contained herein shall be breached, the Collateral Agent may (but shall not be obligated to) do the same or cause it to be done or remedy any such breach, and may expend funds for such purpose; provided, however, that Collateral Agent shall in no event be bound to inquire into the validity of any tax, Lien, imposition or other obligation which such Grantor fails to pay or perform as and when required hereby and which such Grantor does not contest in accordance with the provisions of the Indenture and each Permitted Additional Pari Passu Lien Agreement.  Neither the provisions of this SECTION 11.2 nor any action taken by Collateral Agent pursuant to the provisions of this SECTION 11.2 shall prevent any such failure to observe any covenant contained in this Agreement nor any breach of warranty from constituting an Event of Default.  Each Grantor hereby appoints the Collateral Agent its attorney-in-fact, with full authority in the place and stead of such Grantor and in the name of such Grantor, or otherwise, from time to time after the occurrence and during the continuation of an Event of Default in the Collateral Agent’s discretion to take any action and

34

to execute any instrument consistent with the terms of the Indenture and each Permitted Additional Pari Passu Lien Agreement and the other Security Documents which the Collateral Agent may deem necessary to accomplish the purposes hereof.  The foregoing grant of authority is a power of attorney coupled with an interest and such appointment shall be irrevocable for the term hereof.  Each Grantor hereby ratifies all that such attorney shall lawfully do or cause to be done by virtue hereof.

SECTION 11.3.               [Reserved].

SECTION 11.4.               Continuing Security Interest; Assignment.  This Agreement shall create a continuing security interest in the Collateral (other than any Mortgaged Property) and shall (a) remain in full force and effect until the Security Interest is permitted to be terminated in full with respect to all Note Obligations under the Indenture and with respect to Permitted Additional Pari Passu Obligations under each applicable Permitted Additional Pari Passu Lien Agreement (the “Discharge of Obligations”), (b) be binding upon each of the Grantors, and their respective successors and assigns, and (c) inure to the benefit of, and be enforceable by, Collateral Agent, and its successors, transferees and assigns.  Upon the Discharge of Obligations, the Security Interest granted hereby shall terminate and all rights to the Collateral shall revert to Grantors or any other Person entitled thereto.  No transfer, renewal, extension or assignment of this Agreement, any other Security Document or any Permitted Additional Pari Passu Lien Agreement, or any other instrument or document executed and delivered by any Grantor to Collateral Agent, nor the taking of further security, nor the retaking of the Collateral by Collateral Agent, nor any other act of any Secured Party shall release any of Grantors from any obligation under this Agreement or any other Security Document.  The Collateral Agent shall not by any act, delay, omission or otherwise, be deemed to have waived any of its rights or remedies hereunder, unless such waiver is in writing and signed by Collateral Agent and then only to the extent therein set forth.  A waiver by Collateral Agent of any right or remedy on any occasion shall not be construed as a bar to the exercise of any such right or remedy which Collateral Agent would otherwise have had on any other occasion.  In addition, the Security Interests granted hereunder and the Liens granted under any of the other Security Documents shall terminate and be released, in whole or in part, (i) as to the Secured Obligations under the Indenture, the Notes and any Additional Notes, as provided in the Indenture and (ii) as to the Permitted Additional Pari Passu Obligations under any Permitted Additional Pari Passu Lien Agreement, as provided in such Permitted Additional Pari Passu Lien Agreement.  Collateral shall be released from the Security Interest under this Agreement and the Lien under any of the other Security Documents as provided in (i) the Indenture with respect to Liens securing Secured Obligations under the Indenture, the Notes and Additional Notes and (ii) each Permitted Additional Pari Passu Lien Agreement relating to Permitted Additional Pari Passu Obligations with respect to Liens securing such Permitted Additional Pari Passu Obligations. The Grantors may file appropriate termination statements, mortgage releases satisfactions and re-conveyances, and other filings to terminate or evidence the termination of the Security Interests in and Liens on any assets that have been released from the Security Interest under this Agreement and the Liens under any other Security Documents in accordance with this SECTION 11.4 and, at the Grantors’ expense, the Collateral Agent shall return all Collateral in its possession to the Grantors and shall execute any termination, amendment, mortgage release, satisfaction or re-conveyance, required or desirable to terminate or evidence the termination of the Security Interest in or Lien on any property or assets released

35

from the Security Interest under this Agreement or any Lien released under any other Security Document.

SECTION 11.5.               Termination; Release.

(a)           Any Lien upon any Collateral or Mortgaged Property securing Secured Obligations shall be released in accordance with the provisions of the Indenture.

(b)           Any Lien upon any Collateral or Mortgaged Property securing Permitted Additional Pari Passu Obligations shall be released pursuant to the applicable Permitted Additional Pari Passu Lien Agreement.

(c)           With respect to (i) SECTION 11.5(a), the Collateral Agent shall comply with any direction given to it by the Trustee pursuant to Section 11.04 of the Indenture, and (ii) SECTION 11.5(b), the Collateral Agent shall comply with any direction given to it by any Additional Pari Passu Agent pursuant to any similar provision of a Permitted Additional Pari Passu Lien Agreement; provided in the case of clauses (i) and (ii) that such direction is not inconsistent with this Agreement.

(d)           Subject to the terms of the Intercreditor Agreement, upon any release of Collateral or Mortgaged Property in accordance with the provisions of SECTION 11.5(a) or SECTION 11.5(b), the Collateral Agent shall, upon the request and at the sole cost and expense of the Grantors, assign, transfer and deliver to the Grantors, against receipt and without recourse to or warranty by the Collateral Agent except as to the fact that the Collateral Agent has not encumbered the released assets, such of the Collateral or Mortgaged Property to be released (in the case of a release) as may be in possession of the Collateral Agent and as shall not have been sold or otherwise applied pursuant to the terms hereof, and, with respect to any other Collateral or Mortgaged Property, proper documents and instruments (including UCC-3 termination statements or releases) acknowledging the termination hereof or the release of such Collateral or Mortgaged Property, as the case may be.

SECTION 11.6.               Modification in Writing.  No modification of any terms of this Agreement or any other Security Document (including any waiver thereof) shall be effective, unless such modification is specifically provided in a writing directed to the applicable Grantor and executed by the Collateral Agent with the consent of such Secured Parties, if any, required by (i) the Indenture and (ii) any Additional Pari Passu Agreement, and such modification shall be applicable only to the matter specified.  No waiver of any provision of this Agreement, and no consent to any departure by any of Grantors herefrom, shall in any event be effective unless the same shall be in writing and signed by the Collateral Agent, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given.

SECTION 11.7.               Notices.  All notices and other communications provided for hereunder shall be given in the form and manner and delivered to the Collateral Agent or the Trustee at its address specified in the Indenture, to any of the Grantors at their respective addresses specified in the Indenture and to any Additional Pari Passu Agent, to it at the address specified in the applicable Additional Pari Passu Joinder Agreement or, as to any party, at such other address as shall be designated by such party in a written notice to the other parties.

36

SECTION 11.8.               GOVERNING LAW.  THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES THEREOF.

SECTION 11.9.               CONSENT TO JURISDICTION; SERVICE OF PROCESS; WAIVER OF JURY TRIAL.

(a)           EACH GRANTOR IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE NONEXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF NEW YORK, AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND EACH GRANTOR IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE COURT OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COURT.  EACH GRANTOR AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW.  NOTHING IN THIS AGREEMENT SHALL AFFECT ANY RIGHT THAT ANY SECURED PARTY MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT AGAINST ANY GRANTOR OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION.

(b)           EACH GRANTOR IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT IN ANY COURT REFERRED TO IN PARAGRAPH (A) OF THIS SECTION.  EACH GRANTOR HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT.

(c)           EACH GRANTOR AGREES THAT ANY ACTION COMMENCED BY ANY GRANTOR ASSERTING ANY CLAIM OR COUNTERCLAIM ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY OTHER NOTE DOCUMENT SHALL BE BROUGHT SOLELY IN A COURT OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY OR ANY FEDERAL COURT SITTING THEREIN.

(d)           EACH PARTY HERETO IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 11.7.  NOTHING IN THIS AGREEMENT WILL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW.

37

(e)           EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY).  EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER NOTE DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

SECTION 11.10.             Severability of Provisions.  Any provision hereof which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof or affecting the validity or enforceability of such provision in any other jurisdiction.

SECTION 11.11.             Execution in Counterparts.  This Agreement and any amendments, waivers, consents or supplements hereto may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed to be an original, but all such counterparts together shall constitute one and the same agreement.

SECTION 11.12.             No Release.  Nothing set forth in this Agreement shall relieve any Grantor from the performance of any term, covenant, condition or agreement on such Grantor’s part to be performed or observed under or in respect of any of the Collateral or from any liability to any Person under or in respect of any of the Collateral or shall impose any obligation on the Collateral Agent or any other Secured Party to perform or observe any such term, covenant, condition or agreement on such Grantor’s part to be so performed or observed or shall impose any liability on the Collateral Agent or any other Secured Party for any act or omission on the part of such Grantor relating thereto or for any breach of any representation or warranty on the part of such Grantor contained in this Agreement, the Indenture and each Permitted Additional Pari Passu Lien Agreement or the other Note Documents, or under or in respect of the Collateral or made in connection herewith or therewith.  The obligations of each Grantor contained in this SECTION 11.12 shall survive the termination hereof and the discharge of such Grantor’s other obligations under this Agreement, the Indenture and each Permitted Additional Pari Passu Lien Agreement and the other Note Documents.

SECTION 11.13.             Obligations Absolute.  All obligations of each Grantor hereunder shall be absolute and unconditional irrespective of:

(a)           any bankruptcy, insolvency, reorganization, arrangement, readjustment, composition, liquidation or the like of any Grantor;

38

(b)           any lack of validity or enforceability of the Indenture and each Permitted Additional Pari Passu Lien Agreement or any other Note Document, or any other agreement or instrument relating thereto;

(c)           any change in the time, manner or place of payment of, or in any other term of, all or any of the Secured Obligations, or any other amendment or waiver of or any consent to any departure from the Indenture and each Permitted Additional Pari Passu Lien Agreement or any other Note Document or any other agreement or instrument relating thereto;

(d)           any pledge, exchange, release or non-perfection of any other collateral, or any release or amendment or waiver of or consent to any departure from any guarantee, for all or any of the Secured Obligations;

(e)           any exercise, non-exercise or waiver of any right, remedy, power or privilege under or in respect hereof, the Indenture and each Permitted Additional Pari Passu Lien Agreement or any other Note Document except as specifically set forth in a waiver granted pursuant to the provisions of SECTION 11.6 hereof; or

(f)            any other circumstances which might otherwise constitute a defense available to, or a discharge of, any Grantor (other than indefeasible payment in full in cash of Secured Obligations).

SECTION 11.14.             Intercreditor Agreement.  Notwithstanding anything herein to the contrary, the Liens and security interests granted to the Collateral Agent pursuant to this Agreement, and the exercise of any right or remedy by the Collateral Agent hereunder, are subject to the provisions of the Intercreditor Agreement.  In the event of any conflict between the terms of the Intercreditor Agreement and the terms of this Agreement, the terms of the Intercreditor Agreement shall govern and control.

SECTION 11.15.             Permitted Additional Pari Passu Lien Obligations.  On or after the Issue Date, the Issuers may from time to time designate additional obligations as Permitted Additional Pari Passu Obligations by delivering to the Collateral Agent, the Trustee and each Additional Pari Passu Agent (a) an Officer’s Certificate (i) identifying the obligations so designated and the aggregate principal amount or face amount thereof, stating that such obligations are designated as “Permitted Additional Pari Passu Obligations” for purposes hereof, (ii) representing that such designation complies with the terms of the Indenture and each then extant Permitted Additional Pari Passu Lien Agreement, and (iii) specifying the name and address of the Additional Pari Passu Agent for such obligations (if other than the Trustee); (b) except in the case of Additional Notes, a fully executed Additional Pari Passu Joinder Agreement (in the form attached as Annex 2); and (c) an Opinion of Counsel to the effect that the designation of such obligations as “Permitted Additional Pari Passu Obligations” does not violate the terms of the Indenture or any then extant Permitted Additional Pari Passu Lien Agreement (upon which the Collateral Agent may conclusively and exclusively rely) subject to the qualifications specified therein.

39

SECTION 11.16.             Incorporation by Reference.  In connection with its execution and acting hereunder, the Collateral Agent is entitled to all rights, privileges, benefits, protections, immunities and indemnities provided to it under the Indenture.

By accepting the benefits of this Agreement and the other Security Documents, each Secured Party agrees that it is bound by (i) the terms of the Intercreditor Agreement applicable to such Secured Party and (ii) the provisions of Exhibit 4.

SECTION 11.17.             Certain Directions.  The Collateral Agent shall comply with any direction to enter into amendments to the Intercreditor Agreement or an additional intercreditor agreement with the agent for the holders of any ABL Obligations given to it by (A) the Trustee pursuant to Section 10.01 of the Indenture or (B) any Additional Pari Passu Agent pursuant to any similar provision of a Permitted Additional Pari Passu Lien Agreement, provided in the case of clause (A) and (B) that such direction is not inconsistent with this Agreement or the Indenture.

[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]

40

IN WITNESS WHEREOF, the Grantors and the Collateral Agent have caused this Agreement to be duly executed and delivered by their duly authorized officers as of the date first above written.

TOPS MARKETS, LLC, as a Grantor
By:	/s/ Frank Curci
Name:	Frank Curci
Title:	Chief Executive Officer
TOPS HOLDING CORPORATION, as a Grantor
By:	/s/ Eric J. Kanter
Name:	Eric J. Kanter
Title:	Vice President
TOPS GIFT CARD COMPANY, LLC, as a Grantor
By:	/s/ Frank Curci
Name:	Frank Curci
Title:	President
BATH LLC, as a Grantor
By:	Tops Markets, LLC, its sole member
By:	/s/ Frank Curci
Name:	Frank Curci
Title:	Chief Executive Officer
ARP BRADFORD LLC, as a Grantor
By:	Tops Markets, LLC, its sole member
By:	/s/ Frank Curci
Name:	Frank Curci
Title:	Chief Executive Officer

Signature Page to Security Agreement

U.S. BANK NATIONAL ASSOCIATION, as Collateral Agent
By:	/s/ Beverly A. Freeney
Name:	Beverly A. Freeney
Title:	Vice President

Signature Page to Security Agreement

2

EXHIBIT 1

FORM OF SUPPLEMENT TO SECURITY AGREEMENT

Supplement No.            (this “Supplement”) dated as of                                 , 20   , 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.

W I T N E S S E T H:

WHEREAS, capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Security Agreement; and

WHEREAS, pursuant to the Indenture or an Permitted Additional Pari Passu Lien Agreement, the Company must execute and deliver a supplement to the Security Agreement, and the execution of the Security Agreement by the undersigned new Grantor or Grantors (collectively, the “New Grantors”) may be accomplished by the execution of this Supplement in favor of Collateral Agent, for the benefit of Secured Parties;

NOW, THEREFORE, for and in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each New Grantor hereby agrees as follows:

1.             In accordance with SECTION 4.5 of the Security Agreement, each New Grantor, by its signature below, becomes a “Grantor” under the Security Agreement with the same force and effect as if originally named therein as a “Grantor” and each New Grantor hereby (a) agrees to all of the terms and provisions of the Security Agreement applicable to it as a “Grantor” thereunder and (b) represents and warrants that the representations and warranties made by it as a “Grantor” thereunder are true and correct on and as of the date hereof.  In furtherance of the foregoing, each New Grantor, as security for the payment and performance in full of the Secured Obligations, does hereby grant, assign, and pledge to Collateral Agent, for the benefit of the Secured Parties, a security interest in and security title to all Collateral of such New Grantor to secure the full and prompt payment of the Secured Obligations, including, any interest thereon, plus reasonable attorneys’ fees and expenses if the Secured Obligations represented by the Security Agreement are collected by law, through an attorney-at-law, or under advice therefrom.  Each reference to a “Grantor” in the Security Agreement shall be deemed to include each New Grantor.  The Security Agreement is incorporated herein by reference.

2.             Each New Grantor represents and warrants to the Collateral Agent that this Supplement has been duly executed and delivered by such New Grantor and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, except as

enforceability thereof may be limited by bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium or other similar laws affecting creditors’ rights generally and general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity).

3.             This Supplement may be executed in multiple counterparts, each of which shall be deemed to be an original, but all such separate counterparts shall together constitute but one and the same instrument.  Delivery of a counterpart hereof by facsimile transmission or by e-mail transmission shall be as effective as delivery of a manually executed counterpart hereof.

4.             Except as expressly supplemented hereby, the Security Agreement shall remain in full force and effect.

5.             This Supplement shall be construed in accordance with and governed by the laws of the State of New York without regard to the conflict of laws principles thereof.

[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]

2

IN WITNESS WHEREOF, each New Grantor and Collateral Agent have duly executed this Supplement to the Security Agreement as of the day and year first above written.

NEW GRANTORS:
	[Name of New Grantor]
	By:
	Name:
	Title:
	[Name of New Grantor]
	By:
	Name:
	Title:
	[Name of Collateral Agent]:
	[                            ]
	By:
	Name:
	Title:

3

EXHIBIT 2

FORM OF SECURITIES PLEDGE AMENDMENT

This Securities Pledge Amendment, dated as of                               , is delivered pursuant to SECTION 6.1 of that certain Security Agreement (as amended, modified, supplemented or restated and in effect from time to time, the “Security Agreement;” capitalized terms used but not otherwise defined herein shall have the meanings assigned to such terms in the Security Agreement), dated as of October 9, 2009, made by (i) TOPS HOLDINGS CORPORATION (in such capacity, “Holdings”) (ii) TOPS MARKETS, LLC (in such capacity, the “Company” and, together with Holdings, collectively, the “Issuers”), and (iii) THE GUARANTORS party thereto from time to time (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 for the Secured Parties, as pledgee, assignee and secured party (in such capacities and together with any successors in such capacities, the “Collateral Agent”).  The undersigned hereby agrees that this Securities Pledge Amendment may be attached to the Security Agreement and that the Pledged Securities and/or Intercompany Notes listed on this Securities Pledge Amendment shall be deemed to be and shall become part of the Collateral and shall secure all Secured Obligations.

PLEDGED SECURITIES

ISSUER CLASS
OF STOCK
OR
INTERESTS PAR
VALUE CERTIFICATE
NO(S). NUMBER OF
SHARES
OR
INTERESTS PERCENTAGE OF
ALL ISSUED CAPITAL
OR OTHER EQUITY
INTERESTS OF ISSUER

INTERCOMPANY NOTES

ISSUER PRINCIPAL
AMOUNT DATE OF
ISSUANCE INTEREST
RATE MATURITY
DATE

		[                                                                                               ],
		as Grantor
		By:
			Name:
			Title:
AGREED TO AND ACCEPTED:
U.S. BANK NATIONAL ASSOCIATION,
as Collateral Agent
By:
	Name:
	Title:

SCHEDULE I

Intercompany Notes

ISSUER	PRINCIPAL AMOUNT		DATE OF ISSUANCE	INTEREST RATE		MATURITY DATE
Tops Markets, LLC	$	3,040,773	October 3, 2008	8	%	December 31, 2013

SCHEDULE II

Filings, Registrations and Recordings

Type of Filing	Entity	Applicable Collateral Document	Jurisdictions
UCC - 1 Financing Statement	Tops Holding Corporation	Security Agreement	Delaware
	Tops Markets, LLC	Security Agreement	Secretary of State, New York
	Tops Gift Card Company, LLC	Security Agreement	Virginia
	ARP Bradford LLC	Security Agreement	Delaware
	Bath LLC	Security Agreement	Connecticut
Mortgage, Assignment of Leases and Rents and Fixture Filing	Tops Market, LLC	Mortgage	Eric County Clerk’s Office
Intellectual Property Filing	Tops Markets, LLC	Trademark Security Agreement	United State Patent and Trademark Office

SCHEDULE III

Pledged Interests

Grantor	Issuer	Type of Organization	# of Shares Owned	Total Shares Outstanding	% of Interest Pledged		Certificate No.  (if uncertificated, please indicate so)
Tops Holding Corporation	Tops Markets, LLC	Limited Liability Company	100%	N/A	100	%	002
Tops Markets LLC	Bath LLC	Limited Liability Company	100%	N/A	100	%	001
Tops Markets, LLC	Tops Gift Card Company, LLC	Limited Liability Company	100%	N/A	100	%	1
Tops Markets, LLC	ARP Bradford LLC	Limited Liability Company	100%	N/A	100	%	001
Tops Markets, LLC	Western New York Beverage Industry Collection and Sorting LP	Limited Partnership	2.43%	N/A	100	%	N/A
Tops Markets, LLC	The Kroger Co.	Corporation	40 shares	N/A	100	%	CB413348 CB 434254 CB 496099
Tops Markets, LLC	Wal-Mart Stores, Inc.	Corporation	10 shares	N/A	100	%	SL1070043
Tops Markets, LLC	Topco Holdings, Inc.	Cooperative	600 shares	N/A	100	%	C242

SCHEDULE IV

Certain Existing Liens

COMPANY	STATE	JURISDICTION	UCC#	FEDERAL/STATE TAX LIENS;JUDGMENTS	SECURED PARTY	COLLATERAL DESCRIPTION
Bath LLC	NY	New York county		Judgment #466007 filed on 6/8/09		Workers’ Compensation Board of the State of New York, $6,000.00
Tops Markets, LLC	NY	Erie county		Judgment #2008127286 filed on 6/20/08		See Judgment and Bill of Costs
	NY	SOS	238245 filed on 11/24/99 CONTINUED on 10/15/04	Clear	Rochester Urban Renewal Agency	Equipment lease
			172934 filed on 9/10/01 CONTINUED on 3/31/06		Rochester Economic Development Corp. Assigned to Manufacturers and Traders Trust Company	Equipment lease
			172940 filed on 9/10/01 CONTINUED on 3/31/06		Rochester Economic Development Corp. Assigned to Manufacturers and Traders Trust Company	Equipment lease
			172945 filed on 9/10/01 CONTINUED on 9/7/06		Rochester Economic Development Corp.	Equipment lease
			007016 filed on 1/10/02 CONTINUED		Rochester Urban Renewal	Equipment lease

COMPANY	STATE	JURISDICTION	UCC#	FEDERAL/STATE TAX LIENS;JUDGMENTS	SECURED PARTY	COLLATERAL DESCRIPTION
			on 12/6/06		Agency
			200411101135101 filed on 11/10/04 Erroneously terminated on 11/29/07 Correction filed on 12/6/07		The Buffalo Economic Renaissance Corp.	Equipment, inventory, receivables, etc.
			200509221027940 filed on 9/22/05		Hallmark Marketing Corp.	Consigned Inventory

EXHIBIT 3

[FORM OF ADDITIONAL PARI PASSU JOINDER AGREEMENT

The undersigned (the “Additional Pari Passu Agent”) is the agent for Persons wishing to become “Secured Parties” (the “New Secured Parties”) under the Security Agreement, dated as of October 9, 2009 (as amended, restated, supplemented or otherwise modified from time to time, the “Security Agreement” (terms used without definition herein have the meanings assigned to such terms by the Security Agreement)) among Grantors party thereto and U.S. Bank National Association, as Collateral Agent (the “Collateral Agent”) and the other Security Documents.

In consideration of the foregoing, the undersigned hereby:

(i)            represents that the Additional Pari Passu Agent has been authorized by the New Secured Parties to become a party to the Security Agreement on behalf of the New Secured Parties under that [DESCRIBE OPERATIVE AGREEMENT] (the “New Secured Agreement”) and to act as the Additional Pari Passu Agent for the New Secured Parties hereunder and under the Security Agreement and other Security Documents;

(ii)           acknowledges that the New Secured Parties have had made available to it a copy of the Security Agreement and other Security Documents;

(iii)          irrevocably appoints and authorizes the Collateral Agent to take such action as agent on its behalf and on behalf of the New Secured Parties and to exercise such powers under the Security Agreement and the other Security Documents as are delegated to the Collateral Agent by the terms thereof, together with all such powers as are reasonably incidental thereto; and

(iv)          accepts and acknowledges the terms of the Security Agreement applicable to it and the New Secured Parties and agrees to serve as Additional Pari Passu Agent for the New Secured Parties with respect to the Secured Obligations under the New Secured Agreement and agrees on its own behalf and on behalf of the New Secured Parties to be bound by the terms of the Security Agreement and the other Security Documents applicable to holders of Secured Obligations, with all the rights and obligations of a Secured Party thereunder and bound by all the provisions thereof as fully as if it had been a Secured Party on the effective date of the Security Agreement.

The name and address of the representative for purposes of SECTION 11.7 of the Security Agreement are as follows:

[name and address of Additional Pari Passu Agent]

IN WITNESS WHEREOF, the undersigned has caused this Additional Pari Passu Joinder Agreement to be duly executed by its authorized officer as of the             day of 20   .

[NAME]
By:
	Name:
	Title:
Consented to:
[GRANTORS]
By:
	Name:
	Title:

2

EXHIBIT 4

THE COLLATERAL AGENT AND

SECURED PARTY ACKNOWLEDGMENTS(1)

Acknowledgment of Priorities of Security Interests and Liens; Application of Proceeds

(a)           Each of the Secured Parties acknowledges and agrees that, notwithstanding the date, time or creation of any Liens securing any of the Secured Obligations under the Security Agreement or the Security Documents, the Secured Obligations shall be equally and ratably secured by the Liens of the Security Agreement and the Security Documents and all Liens securing any of the Secured Obligations (and any proceeds received from the enforcement of any such Liens) shall be for the equal and ratable benefit of all Secured Parties and shall be applied as provided in clause (c) below.  Each Secured Party, by its acceptance of the benefits hereunder and of the Security Documents, agrees for the benefit of the other Secured Parties that, to the extent any additional or substitute collateral for any of the Secured Obligations is delivered by a Grantor to or for the benefit of any Secured Party, such collateral shall be subject to the provisions of this clause (a).

(b)           Each of the Secured Parties hereby agrees not to challenge or question in any proceeding the validity or enforceability of any Security Document (in each case as a whole or any term or provision contained therein) or the validity of any Lien or financing statement in favor of the Collateral Agent for the benefit of the Secured Parties as provided in the Security Agreement and the other Security Documents, or the relative priority of any such Lien.  Each Secured Party consents to the release of Trust Monies from the Collateral Account in accordance with Article 12 of the Indenture.

(c)           The proceeds received by the Collateral Agent in respect of any sale of, collection from or other realization upon all or any part of the Collateral under this Agreement or any other Security Document (excluding funds deposited with the Trustee or any Additional Pari Passu Agent, in such capacities, in connection with any defeasance or discharge of the Indenture or any Permitted Additional Pari Passu Lien Agreement, which shall be applied as provided therein) shall be applied, together with any other sums then held by the Collateral Agent pursuant to this Agreement or in the Collateral Account, promptly by the Collateral Agent as follows:

FIRST, to the payment of all costs and expenses, liabilities, fees, commissions and taxes paid or payable by the Collateral Agent under this Agreement or any Security Document including, without limitation, the costs and expenses of

(1)Unless otherwise defined herein, all capitalized terms used herein and defined in the Security Agreement, are used herein as therein defined.

the Collateral Agent and its agents and counsel, and all expenses, liabilities and advances made or incurred by the Collateral Agent in connection therewith;

SECOND, without duplication of amounts applied pursuant to clause FIRST above, to the payment in full in cash, pro rata, based on the amount of Secured Obligations outstanding under the Indenture and each Permitted Additional Pari Passu Lien Agreement and then due and owing to (i) the Trustee to be applied as provided in the Indenture, and (ii) each Additional Pari Passu Agent to be applied as provided in the applicable Permitted Additional Pari Passu Lien Agreement; and

THIRD, the balance, if any, to such Grantor or as otherwise directed by a court of competent jurisdiction.

If, despite the provisions of this Agreement, any Secured Party shall receive any payment or other recovery in excess of its portion of payments on account of the Secured Obligations to which it is then entitled in accordance with this Agreement, such Secured Party shall hold such payment or recovery in trust for the benefit of all Secured Parties for distribution in accordance with this Exhibit 4.

Enforcement.

Subject to the Collateral Agent’s rights under SECTION 11.1 of the Agreement, the Required Secured Parties may direct the Collateral Agent in exercising any right or remedy available to the Collateral Agent under this Agreement or any Security Document.  In the absence of any such instruction, the Collateral Agent may (but shall be under no obligation to) exercise such rights and remedies in any manner that complies with SECTION 11.1 of the Agreement.  No Secured Party (other than the Collateral Agent) shall have any individual right to pursue any remedies under the Agreement against any Grantor.

2

EX-4.9

Exhibit 4.9

EXECUTION COPY

SUPPLEMENT TO SECURITY AGREEMENT

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.

W I T N E S S E T H:

WHEREAS, capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Security Agreement; and

WHEREAS, pursuant to the Indenture or an Permitted Additional Pari Passu Lien Agreement, the Company must execute and deliver a supplement to the Security Agreement, and the execution of the Security Agreement by the undersigned new Grantor or Grantors (collectively, the “New Grantors”) may be accomplished by the execution of this Supplement in favor of Collateral Agent, for the benefit of Secured Parties;

NOW, THEREFORE, for and in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each New Grantor hereby agrees as follows:

1.             In accordance with SECTION 4.5 of the Security Agreement, each New Grantor, by its signature below, becomes a “Grantor” under the Security Agreement with the same force and effect as if originally named therein as a “Grantor” and each New Grantor hereby (a) agrees to all of the terms and provisions of the Security Agreement applicable to it as a “Grantor” thereunder and (b) represents and warrants that the representations and warranties made by it as a “Grantor” thereunder are true and correct on and as of the date hereof.  In furtherance of the foregoing, each New Grantor, as security for the payment and performance in full of the Secured Obligations, does hereby grant, assign, and pledge to Collateral Agent, for the benefit of the Secured Parties, a security interest in and security title to all Collateral of such New Grantor to secure the full and prompt payment of the Secured Obligations, including, any interest thereon, plus reasonable attorneys’ fees and expenses if the Secured Obligations represented by the Security Agreement are collected by law, through an attorney-at-law, or under advice therefrom.  Each reference to a “Grantor” in the Security Agreement shall be deemed to include each New Grantor.  The Security Agreement is incorporated herein by reference.

2.             Each New Grantor represents and warrants to the Collateral Agent that this Supplement has been duly executed and delivered by such New Grantor and constitutes its

legal, valid and binding obligation, enforceable against it in accordance with its terms, except as enforceability thereof may be limited by bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium or other similar laws affecting creditors’ rights generally and general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity).

3.             This Supplement may be executed in multiple counterparts, each of which shall be deemed to be an original, but all such separate counterparts shall together constitute but one and the same instrument.  Delivery of a counterpart hereof by facsimile transmission or by e-mail transmission shall be as effective as delivery of a manually executed counterpart hereof.

4.             Except as expressly supplemented hereby, the Security Agreement shall remain in full force and effect.

5.             This Supplement shall be construed in accordance with and governed by the laws of the State of New York without regard to the conflict of laws principles thereof.

[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]

2

IN WITNESS WHEREOF, each New Grantor and Collateral Agent has duly executed this Supplement to the Security Agreement as of the day and year first above written.

NEW GRANTORS:
	TOPS PT, LLC
	By:	/s/ Frank Curci
	Name:	Frank Curci
	Title:	President and Chief Executive Officer
	US BANK NATIONAL ASSOCIATION,
	as Collateral Agent
	By:	/s/ Beverly A. Freeney
	Name:	Beverly A. Freeney
	Title:	Vice President

3

EX-4.10

Exhibit 4.10

TRADEMARK SECURITY AGREEMENT

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”).

W I T N E S S E T H:

WHEREAS, Grantor has executed and delivered to Collateral Agent, for the benefit of the Credit Parties, that certain Guarantee and Security Agreement dated as of October 9, 2009 (including all annexes, exhibits or schedules thereto, as from time to time amended, restated, supplemented or otherwise modified, the “Security Agreement”); and

WHEREAS, pursuant to the Security Agreement, Grantor is required to execute and deliver to Collateral Agent, for the benefit of the Credit Parties, this Trademark Security Agreement;

NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Grantor hereby agrees as follows:

1.             DEFINED TERMS.  All capitalized terms used but not otherwise defined herein have the meanings given to them in the Security Agreement.

2.             GRANT OF SECURITY INTEREST IN TRADEMARK COLLATERAL.  Grantor hereby pledges and grants to Collateral Agent, for its own benefit and for the benefit of the other Credit Parties, a lien on and security interest in all of the right, title and interest of Grantor in, to and under the following (collectively, the “Trademark Collateral”):

(a)           all of Grantor’s U.S. Trademarks including those referred to on Schedule I hereto, including the goodwill exclusively symbolized thereby, provided that no security interest shall be granted in any U.S. intent-to-use trademark applications to the extent that, and solely during the period in which, the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark applications under applicable law;

(b)           all renewals of the foregoing; and

(c)           all proceeds of the foregoing, including any claim by Grantor against third parties for past, present or future infringement or dilution of any U.S. Trademark.

3.             SECURITY FOR OBLIGATIONS.  This Trademark Security Agreement secures, and the Trademark Collateral is collateral security for,  the payment and performance in full when due of the Secured Obligations.

4.             SECURITY AGREEMENT.  The security interests granted pursuant to this Trademark Security Agreement are granted in conjunction with the security interests granted to Collateral Agent, for the benefit of the Credit Parties, pursuant to the Security Agreement.  Grantor hereby acknowledges and affirms that the rights and remedies of Collateral Agent with respect to the security interest in the Trademark Collateral made and granted hereby are more fully set forth in the Security Agreement, the terms and provisions of which are incorporated by reference herein as if fully set forth herein.

5.             COUNTERPARTS.  This Trademark Security Agreement and any amendments, waivers, consents or supplements hereto may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed to be an original, but all such counterparts together shall constitute one and the same agreement.

6.             CONSTRUCTION.  The rules of interpretation adopted in Section 1.2 of the Security Agreement shall be applicable to this Trademark Security Agreement.

7.             INTERCREDITOR AGREEMENT.  Notwithstanding anything to the contrary contained herein, the lien and security interest granted to the Collateral Agent pursuant to this Trademark Security Agreement and the exercise of any right or remedy by the Collateral Agent hereunder is subject to the provisions of the Intercreditor Agreement.  In the event of any conflict between the terms of the Intercreditor Agreement and the terms of this Trademark Security Agreement, the terms of the Intercreditor Agreement shall govern and control.

8.             INDENTURE.  Notwithstanding anything to the contrary contained herein, in connection with its execution and acting hereunder, the Collateral Agent is entitled to all rights, privileges, benefits, protections, immunities and indemnities provided to it under the Indenture.

9.             GOVERNING LAW.  This Trademark Security Agreement shall be governed by, and construed in accordance with, the laws of the State of New York, without regard to conflicts of laws principles thereof.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, Grantor has caused this Trademark Security Agreement to be executed and delivered by its duly authorized officer as of the date first set forth above.

TOPS MARKETS, LLC
By:	/s/ Frank Curci
	Name: Frank Curci
	Title: Chief Executive Officer
ACCEPTED AND ACKNOWLEDGED BY:
U.S. BANK NATIONAL ASSOCIATION,
as Collateral Agent
By:	/s/ Beverly A. Freeney
	Name: Beverly A. Freeney
	Title: Vice President

SCHEDULE I
to
TRADEMARK SECURITY AGREEMENT

U.S. Trademarks and Applications for Registration

Grantor	Registration No.	Trademark
Tops Markets, LLC	1,047,798	BAKER’S OVEN
Tops Markets, LLC	922,571	B-KWIK
Tops Markets, LLC	991,019	Design only
Tops Markets, LLC	959,600	FINAST
Tops Markets, LLC	557,127	FINAST
Tops Markets, LLC	3,602,029	NYGROWN FRESH PICKED FOR TOPS
Tops Markets, LLC	2,529,733	THE SAVINGS CART
Tops Markets, LLC	3,001,996	TOPS
Tops Markets, LLC	3,446,451	TOPS
Tops Markets, LLC	2,856,078	TOPS
Tops Markets, LLC	2,963,913	TOPS
Tops Markets, LLC	2,326,658	TOPS
Tops Markets, LLC	2,326,652	TOPS
Tops Markets, LLC	1,465,722	TOPS
Tops Markets, LLC	1,433,101	TOPS
Tops Markets, LLC	763,677	TOPS
Tops Markets, LLC	1,094,076	TOPS FRIENDLY MARKETS
Tops Markets, LLC	1,499,050	TOPS NEVER STOPS
Tops Markets, LLC	2,551,177	TOPS XPRESS

Grantor	Application No.	Trademark
Tops Markets, LLC	77-608,040	TOPSMART
Tops Markets, LLC	77-624,308	TOPSTIPS

EX-4.11

Exhibit 4.11

EXECUTION VERSION

TRADEMARK SECURITY AGREEMENT

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”).

W I T N E S S E T H:

WHEREAS, Grantor has executed and delivered to Collateral Agent, for the benefit of the Credit Parties, that certain Supplement No. 1 dated as of January 29, 2010 to Security Agreement dated as of October 9, 2009 (including all annexes, exhibits or schedules thereto, as from time to time amended, restated, supplemented or otherwise modified, the “Security Agreement”); and

WHEREAS, pursuant to the Security Agreement, Grantor is required to execute and deliver to Collateral Agent, for the benefit of the Credit Parties, this Trademark Security Agreement;

NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Grantor hereby agrees as follows:

1.             DEFINED TERMS.  All capitalized terms used but not otherwise defined herein have the meanings given to them in the Security Agreement.

2.             GRANT OF SECURITY INTEREST IN TRADEMARK COLLATERAL.  Grantor hereby pledges and grants to Collateral Agent, for its own benefit and for the benefit of the other Credit Parties, a lien on and security interest in all of the right, title and interest of Grantor in, to and under the following (collectively, the “Trademark Collateral”):

(a)           all of Grantor’s U.S. Trademarks including those referred to on Schedule I hereto, including the goodwill exclusively symbolized thereby, provided that no security interest shall be granted in any U.S. intent-to-use trademark applications to the extent that, and solely during the period in which, the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark applications under applicable law;

(b)           all renewals of the foregoing; and

(c)           all proceeds of the foregoing, including any claim by Grantor against third parties for past, present or future infringement or dilution of any U.S. Trademark.

3.             SECURITY FOR OBLIGATIONS.  This Trademark Security Agreement secures, and the Trademark Collateral is collateral security for, the payment and performance in full when due of the Secured Obligations.

4.             SECURITY AGREEMENT.  The security interests granted pursuant to this Trademark Security Agreement are granted in conjunction with the security interests granted to Collateral Agent, for the benefit of the Credit Parties, pursuant to the Security Agreement.  Grantor hereby acknowledges and affirms that the rights and remedies of Collateral Agent with respect to the security interest in the Trademark Collateral made and granted hereby are more fully set forth in the Security Agreement, the terms and provisions of which are incorporated by reference herein as if fully set forth herein.

5.             COUNTERPARTS.  This Trademark Security Agreement and any amendments, waivers, consents or supplements hereto may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed to be an original, but all such counterparts together shall constitute one and the same agreement.

6.             CONSTRUCTION.  The rules of interpretation adopted in Section 1.2 of the Security Agreement shall be applicable to this Trademark Security Agreement.

7.             INTERCREDITOR AGREEMENT.  Notwithstanding anything to the contrary contained herein, the lien and security interest granted to the Collateral Agent pursuant to this Trademark Security Agreement and the exercise of any right or remedy by the Collateral Agent hereunder is subject to the provisions of the Intercreditor Agreement.  In the event of any conflict between the terms of the Intercreditor Agreement and the terms of this Trademark Security Agreement, the terms of the Intercreditor Agreement shall govern and control.

8.             GOVERNING LAW.  This Trademark Security Agreement shall be governed by, and construed in accordance with, the laws of the State of New York, without regard to conflicts of laws principles thereof.

[SIGNATURE PAGE FOLLOWS]

EXECUTION VERSION

IN WITNESS WHEREOF, Grantor has caused this Trademark Security Agreement to be executed and delivered by its duly authorized officer as of the date first set forth above.

TOPS PT, LLC
By TOPS MARKETS, LLC, as sole member
By:	/s/ Frank Curci
	Name: Frank Curci
	Title: Chief Executive Officer
ACCEPTED AND ACKNOWLEDGED BY:
U.S. BANK NATIONAL ASSOCIATION,
as Collateral Agent
By:	/s/ Beverly A. Freeney
	Name: Beverly A. Freeney
	Title: Vice President

SCHEDULE I
to
TRADEMARK SECURITY AGREEMENT

U.S. Trademarks and Applications for Registration

GRANTOR	REGISTRATION NUMBER	TRADEMARK
Tops PT, LLC	2,547,294	BAKERY FRESH NOW THAT’S FRESH! & DESIGN
Tops PT, LLC	981,376	BIG BEAR
Tops PT, LLC	3,636,274	BIG SMILES. FRESH FOOD. LOW PRICES.
Tops PT, LLC	2,540,369	GARDEN FRESH PRODUCE NOW THAT’S FRESH! & DESIGN
Tops PT, LLC	2,588,134	GLOUCESTER PIER
Tops PT, LLC	2,522,584	GOLD LABEL
Tops PT, LLC	1,217,929	OUTLINE OF BEAR WITH THE WORDS “BIG BEAR”
Tops PT, LLC	739,090	P&C
Tops PT, LLC	1,577,082	P&C & DESIGN
Tops PT, LLC	1,693,854	P&C & DESIGN
Tops PT, LLC	2,021,018	P&C FOODS & DESIGN
Tops PT, LLC	2,996,879	PERFECT CHOICE

EX-4.12

Exhibit 4.12

AMENDED AND RESTATED

SHAREHOLDERS’ AGREEMENT

dated as of

January 29, 2010

among

TOPS HOLDING CORPORATION

and

ITS SHAREHOLDERS IDENTIFIED HEREIN

TABLE OF CONTENTS

PAGE

ARTICLE 1

DEFINITIONS

< td width="81%" valign="top" style="padding:0in 0in 0in 0in;width:81.0%;">

Section 1.01	Definitions	1
Section 1.02	Other Definitional and Interpretative Provisions	7

ARTICLE 2

CORPORATE GOVERNANCE

Section 2.01	Composition of the Board	8
Section 2.02	Removal	8
Section 2.03	Vacancies	8
Section 2.04	Meetings; Observer Rights	9
Section 2.05	Action by the Board	9
Section 2.06	Actions Requiring Approval of the HSBC Co-Investors	9
Section 2.07	Charter or Bylaws Provisions	10
Section 2.08	Notice of Meeting	10
Section 2.09	Subsidiary Governance	11

ARTICLE 3

RESTRICTIONS ON TRANSFER

Section 3.01	General Restrictions on Transfer	11
Section 3.02	Legends	11
Section 3.03	Permitted Transferees	12
Section 3.04	Restrictions on Transfers by Other Shareholders	12
Section 3.05	Additional Shareholders	12

i

ARTICLE 4

TAG-ALONG RIGHTS; DRAG-ALONG RIGHTS; PREEMPTIVE RIGHTS; RIGHT OF FIRST OFFER

Section 4.01	Tag-Along Rights	13
Section 4.02	Drag-Along Rights	15
Section 4.03	Additional Conditions to Tag-Along Sales and Drag-Along Sales	17
Section 4.04	Preemptive Rights	17
Section 4.05	Right Of First Offer	19

ARTICLE 5

REGISTRATION RIGHTS

Section 5.01	Demand Registration	20
Section 5.02	Piggyback Registration	22
Section 5.03	Lock-Up Agreements	23
Section 5.04	Registration Procedures	24
Section 5.05	Indemnification by the Company	27
Section 5.06	Indemnification by Participating Shareholders	27
Section 5.07	Conduct of Indemnification Proceedings	28
Section 5.08	Contribution	28
Section 5.09	Participation in Public Offering	29
Section 5.10	Other Indemnification	30
Section 5.11	Cooperation by the Company	30
Section 5.12	No Transfer of Registration Rights	30

ARTICLE 6

CERTAIN COVENANTS AND AGREEMENTS

Section 6.01	Confidentiality	30
Section 6.02	Reports	31
Section 6.03	Inspection of Company Books and Records	32

ii

Section 6.04	Limitations on Subsequent Registration Rights	32
Section 6.05	Conflicting Agreements	33

ARTICLE 7

MISCELLANEOUS

Section 7.01	Binding Effect; Assignability; Benefit	33
Section 7.02	Notices	33
Section 7.03	Waiver; Amendment	35
Section 7.04	Fees and Expenses	35
Section 7.05	Governing Law	35
Section 7.06	Jurisdiction	35
Section 7.07	Waiver Of Jury Trial	36
Section 7.08	Specific Enforcement	36
Section 7.09	Counterparts; Effectiveness; Third Party Beneficiaries	36
Section 7.10	Entire Agreement	36
Section 7.11	Severability	36
Exhibit A	Joinder Agreement

iii

AMENDED AND RESTATED

SHAREHOLDERS’ AGREEMENT

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).

WITNESSETH:

WHEREAS, the Company and the Original Signatories (as defined below) entered into a Shareholders’ Agreement as of November 30, 2007, as amended as of January 24, 2008, as further amended as of August 10, 2009 (as amended, the “Original Agreement”).

WHEREAS, the Company and the Original Signatories hereby desire to amend and restate the Original Agreement by entering into this Agreement.

WHEREAS, pursuant to the Subscription Agreements, the parties hereto have, are or will be acquiring Company Securities;

WHEREAS, the parties hereto desire to enter into this Agreement to govern certain of their rights, duties and obligations and to regulate certain aspects of the Shareholders’ relationships with one another and with the Company;

NOW, THEREFORE, in consideration of the covenants and agreements contained herein and in the Subscription Agreements, the parties hereto agree as follows:

ARTICLE 1

DEFINITIONS

Section 1.01         Definitions. (a) The following terms, as used herein, have the following meanings:

“Additional Holders” means those Persons listed as Additional Holders on the signature pages hereof and all Persons that become Shareholders following the date hereof and are designated as Additional Holders pursuant to Section 3.05 hereof.

“Affiliate” means, with respect to any Person, any other Person directly or indirectly controlling, controlled by or under common control with such Person, provided that no securityholder of the Company shall be deemed an Affiliate of any other securityholder solely by reason of any investment in the Company. For the purpose of this definition, the term “control” (including, with correlative meanings, the terms “controlling”, “controlled by” and “under common control with”), as used with respect to any Person, shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise.

“Aggregate Ownership” means, with respect to any Shareholder or group of Shareholders, and with respect to any class of Company Securities, the total number of shares of such class owned by such Shareholder or group of Shareholders as of the date of such calculation, calculated on a Fully-Diluted basis, as applicable.

“Bylaws” means the Bylaws of the Company, as in effect from time to time.

“Board” means the Board of Directors of the Company.

“Business Day” means any day except a Saturday, Sunday or other day on which commercial banks in New York City are authorized by law to close.

“Charter” means the Certificate of Incorporation of the Company, as the same may be amended from time to time.

“Closing Date” means December 1, 2007.

“Common Shares” means shares of Common Stock.

“Common Stock” means the Common Stock, par value $0.001 per share, of the Company and any stock into which such Common Stock may hereafter be converted or changed.

“Company Securities” means (i) any Common Shares, (ii) securities convertible into or exchangeable for Common Stock, (iii) any other equity or equity-linked security issued by the Company and (iv) options, warrants or other rights to acquire Common Stock or any other equity or equity-linked security issued by the Company.

“Distribution in Kind” means any Transfer by any Morgan Stanley Investor of any of its Company Securities to any Permitted Transferee pursuant to a distribution that is made pro rata to such Permitted Transferee in accordance with its partnership agreement without payment of additional consideration therefor by such Permitted Transferee.

“Drag-Along Portion” means, with respect to any Other Shareholder where the Drag-Along Seller is proposing to Transfer Common Shares in such Drag-Along Sale: (i) a number of Common Shares equal to the aggregate number of Common Shares owned by such Other Shareholder immediately prior to such Transfer multiplied by (ii) a fraction the numerator of which is the maximum number of Common Shares proposed to be Transferred by the Drag-Along Seller in such Drag-Along Sale and the denominator of which is the aggregate number of Common Shares owned by the Drag-Along Seller at such time.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“FINRA” means the Financial Industry Regulatory Authority.

“First Public Offering” means the first Public Offering after the date hereof.

“Fully-Diluted” means all outstanding Common Shares and all Common Shares issuable in respect of securities convertible into or exchangeable for Common Shares, all stock

2

appreciation rights, options, warrants and other rights to purchase or subscribe for Common Shares or securities convertible into or exchangeable for Common Shares; provided that, if any of the foregoing stock appreciation rights, options, warrants or other rights to purchase or subscribe for Common Shares are subject to vesting, the Common Shares subject to vesting shall be included in the definition of “Fully-Diluted” only upon and to the extent of such vesting.

“GAAP” means generally accepted accounting principles in the United States.

“HSBC Co-Investor” means each of those Persons listed as HSBC Co-Investors on the signature pages hereof and, after the date hereof, means all such Persons and Permitted Transferees of the HSBC Co-Investors, other than those transferees who qualify as Morgan Stanley Investors, Management Shareholders or Additional Holders immediately prior to or upon such Transfer.

“Majority in Interest” means (i) with respect to the Morgan Stanley Investors, the holders of at least a majority of the Company Securities held by the Morgan Stanley Investors, (ii) with respect to the HSBC Co-Investors, the holders of at least a majority of the Company Securities held by the HSBC Co-Investors, and (iii) with respect to the Management Shareholders, the holders of at least a majority of the Company Securities held by the Management Shareholders.

“Management Shareholder” means each of those Persons listed as Management Shareholders on the signature pages hereof and, after the date hereof, means all such Persons and Permitted Transferees of Management Shareholders, other than those transferees who qualify as HSBC Co-Investors, Morgan Stanley Investors or Additional Holders immediately prior to or upon such Transfer.

“Morgan Stanley Investor” means each of those Persons listed as Morgan Stanley Investors on the signature pages hereof and, after the date hereof, means all such Persons and Permitted Transferees of the Morgan Stanley Investors, other than those transferees who qualify as HSBC Co-Investors, Management Shareholders or Additional Holders immediately prior to or upon such Transfer.

“Other Shareholders” means all Shareholders other than the Morgan Stanley Investors.

“Original Signatories” means, collectively, Morgan Stanley Capital Partners V Funding, L.P., HSBC Private Equity Partners USA, L.P., HSBC Private Equity Partners II USA, L.P., Francis Curci, Turbic Inc. and each person who executed and delivered a joinder agreement to the Original Agreement prior to the date hereof, or if any such Persons shall have Transferred any of their Common Shares to any of their respective Permitted Transferees, such Persons and such Permitted Transferees, taken together.

“Permitted Transferee” means

(i)            in the case of the Morgan Stanley Investors and the HSBC Co-Investors, (A) any successor private equity fund and any other private equity fund that is managed by an Affiliate of the Morgan Stanley Investors or the HSBC Co-Investors, as applicable

3

(each a “Related Fund”) or (B) any general or limited partner of any Related Fund (a “Related Fund Partner”) in connection with a Distribution in Kind; or

(ii)           in the case of any Other Shareholder (other than the HSBC Co-Investors), (A) any Affiliate of such Other Shareholder, (B) a Person to whom Company Securities are Transferred from such Other Shareholder (1) by will or the laws of descent and distribution or (2) by gift without consideration of any kind, provided that, in the case of clause (2), such transferee is the spouse or the lineal descendant, sibling or parent of such Shareholder, or (C) a trust that is for the exclusive benefit of such Other Shareholder or its Permitted Transferees under (B) above.

“Person” means an individual, corporation, limited liability company, partnership, association, trust or other entity or organization, including a government or political subdivision or an agency or instrumentality thereof.

“Public Offering” means an underwritten public offering of Registrable Securities of the Company pursuant to an effective registration statement under the Securities Act, other than pursuant to a registration statement on Form S-4 or Form S-8 or any similar or successor form.

“Registrable Securities” means, at any time, any Common Shares and any securities issued or issuable in respect of such Common Shares by way of conversion, exchange, stock dividend, split or combination, recapitalization, merger, consolidation, other reorganization or otherwise until (i) a registration statement covering such Common Shares has been declared effective by the SEC and such Common Shares have been disposed of pursuant to such effective registration statement, (ii) such Common Shares are sold under circumstances in which all of the applicable conditions of Rule 144 (or any similar provisions then in force) under the Securities Act are met or (iii) such Common Shares are otherwise Transferred, the Company has delivered a new certificate or other evidence of ownership for such Common Shares not bearing the legend required pursuant to this Agreement and such Common Shares may be resold without subsequent registration under the Securities Act.

“Registration Expenses” means any and all expenses incident to the performance of or compliance with any registration or marketing of securities, including all (i) registration and filing fees, and all other fees and expenses payable in connection with the listing of securities on any securities exchange or automated interdealer quotation system, (ii) fees and expenses of compliance with any securities or “blue sky” laws (including reasonable fees and disbursements of counsel in connection with “blue sky” qualifications of the securities registered), (iii), expenses in connection with the preparation, printing, mailing and delivery of any registration statements, prospectuses and other documents in connection therewith and any amendments or supplements thereto, (iv) security engr aving and printing expenses, (v) internal expenses of the Company (including all salaries and expenses of its officers and employees performing legal or accounting duties), (vi) reasonable fees and disbursements of counsel for the Company and customary fees and expenses for independent certified public accountants retained by the Company (including the expenses relating to any comfort letters or costs associated with the delivery by independent certified public accountants of any comfort letters requested pursuant to Section 5.04(h)), (vii) reasonable fees and expenses of any special experts retained by the Company in connection with such registration, (viii) reasonable fees, out-of-pocket costs and

4

expenses of the Shareholders, including one counsel for all of the Shareholders participating in the offering selected (A) by a Majority in Interest of the Morgan Stanley Investors, in the case of any offering in which the Morgan Stanley Investors participate, or (B) in any other case, by the Shareholders holding the majority of the Registrable Securities to be sold for the account of all Shareholders in the offering, (ix) fees and expenses in connection with any review by FINRA of the underwriting arrangements or other terms of the offering, and all fees and expenses of any “qualified independent underwriter,” including the fees and expenses of any counsel thereto, (x) fees and disbursements of underwriters customarily paid by issuers or sellers of securities, but excluding any underwriting fees, discounts and commissions attributable to the sale of Registrable Securities, (xi)&nb sp;costs of printing and producing any agreements among underwriters, underwriting agreements, any “blue sky” or legal investment memoranda and any selling agreements and other documents in connection with the offering, sale or delivery of the Registrable Securities, (xii) transfer agents’ and registrars’ fees and expenses and the fees and expenses of any other agent or trustee appointed in connection with such offering, (xiii) expenses relating to any analyst or investor presentations or any “road shows” undertaken in connection with the registration, marketing or selling of the Registrable Securities, (xiv) fees and expenses payable in connection with any ratings of the Registrable Securities, including expenses relating to any presentations to rating agencies and (xv) all out-of pocket costs and expenses incurred by the Company or its appropriate officers in connection with their compliance with Section 5.04(m). Except as set forth in clause (viii)&nb sp;above, Registration Expenses shall not include any out-of-pocket expenses of the Shareholders (or the agents who manage their accounts).

“Rule 144” means Rule 144 or Rule 144A (or any successor provisions) under the Securities Act.

“SEC” means the Securities and Exchange Commission.

“Securities Act” means the Securities Act of 1933, as amended.

“Shareholder” means any party hereto (other than the Company), including any Person who hereafter becomes a party to this Agreement pursuant to Section 3.05 hereof, so long as such Person shall “beneficially own” (as such term is defined in Rule 13d-3 of the Exchange Act) any Company Securities.

“Subscription Agreements” means, collectively, those certain subscription agreements, dated as of November 30, 2007, by and between the Company and the Original Signatories and the subscription agreement, dated on or about the date hereof, by and between the Company and each of the Shareholders identified therein, providing for the purchase of Common Shares.

“Subsidiary” means, with respect to any Person, any entity of which securities or other ownership interests having ordinary voting power to elect a majority of the board of directors or other persons performing similar functions are at the time directly or indirectly owned by such Person.

“Tag-Along Portion” means, for any Tagging Person in a Tag-Along Sale, that number of securities equal to the Aggregate Ownership of Common Shares by such Tagging Person immediately prior to such Transfer multiplied by a fraction the numerator of which is the

5

maximum number of Common Shares, on a Fully-Diluted basis, proposed to be Transferred by all selling Shareholders in such Tag-Along Sale and the denominator of which is the Aggregate Ownership of Common Shares by all such Shareholders at such time.

“Third Party” means a prospective purchaser(s) of Company Securities in an arm’s-length transaction from a Shareholder, other than a Permitted Transferee or other Affiliate of such Shareholder.

“Transaction Fee Agreement” means the Transaction and Monitoring Fee Agreement dated as of November 30, 2007 among the Company, Morgan Stanley Capital Partners V Funding LP and the HSBC Co-Investors.

“Transfer” means, with respect to any Company Securities, (i) when used as a verb, to sell, assign, dispose of, exchange, pledge, encumber, hypothecate or otherwise transfer such Shares or any participation or interest therein, whether directly or indirectly, or agree or commit to do any of the foregoing and (ii) when used as a noun, a direct or indirect sale, assignment, disposition, exchange, pledge, encumbrance, hypothecation, or other transfer of such Company Securities or any participation or interest therein or any agreement or commitment to do any of the foregoing.

(b)           Each of the following terms is defined in the Section set forth opposite such term:

Term	Section
Agreement	Preamble
Cause	2.02
Company	Preamble
Confidential Information	6.01(b)
Damages	5.05
Demand Registration	5.01(a)
Drag-Along Rights	4.02(a)
Drag-Along Sale	4.02(a)
Drag-Along Sale N otice	4.02(a)
Drag-Along Sale Notice Period	4.02(a)
Drag-Along Sale Price	4.02(a)
Drag-Along Seller	4.02(a)
Drag-Along Transferee	4.02(a)
Exercise Notice	4.04(b)
HSBC Co-Investor Demand	5.01(a)
Indemnified Party	5.07
Indemnifying Party	5.07
Inspectors	5.04(g)
Issuance Notice	4.04(a)
Lock-Up Perio d	5.03
Maximum Offering Size	5.01(e)
Non-Selling Shareholders	4.05(a)
Observer	2.04(b)
Offer	4.05(b)

6

Term	Section
Offer Notice	4.05(a)
Offer Period	4.05(b)
Offer Price	4.05(a)
Offered Securities	4.05(a)
Original Agreement	Preamble
Piggyback Registration	5.02(a)
Pro Rata Share	4.04(a)
Records	5.04(g)
Registering Shareho lder	5.01(a)
Replacement Nominee	2.03(a)
Representatives	6.01(b)
Requesting Shareholder	5.01(a)
Sale	4.05(a)
Seller	4.05(a)
Tag-Along Notice	4.01(a)
Tag-Along Notice Period	4.01(a)
Tag-Along Offer	4.01(a)
Tag-Along Response Notice	4.01(a)
Tag-Along Right	4.01(a)
Tag-Along Sale	4.01(a)
Tag-Along Seller	4.01(a)
Tagging Person	4.01(a)

Section 1.02         Other Definitional and Interpretative Provisions. The words “hereof”, “herein” and “hereunder” and words of like import used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The captions herein are included for convenience of reference only and shall be ignored in the construction or interpretation hereof. References to Articles, Sections, Exhibits and Schedules are to Articles, Sections, Exhibits and Schedules of this Agreement unless otherwise specified. All Exhibits and Schedules annexed hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein. Any capitalized terms used in any Exhibit or Schedule but not otherwise defined therein, shall have the meaning as defined in this Agreement. Any singular term in this Agreement shall be deemed to include the plural, and any plural term the singular. Whenever the words “include”, “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation”, whether or not they are in fact followed by those words or words of like import. “Writing”, “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form. References to any agreement or contract are to that agreement or contract as amended, modified or supplemented from time to time in accordance with the terms hereof and thereof. References to any Person include the successors and permitted assigns of that Person. References from or through any date m ean, unless otherwise specified, from and including or through and including, respectively.

7

ARTICLE 2

CORPORATE GOVERNANCE

Section 2.01         Composition of the Board. (a) Subject to the last sentence of this Section 2.01(a) and to Section 2.03, the Board shall initially consist of five directors, comprising the Chief Executive Officer of the Company, initially Francis Curci, and four directors designated by a Majority in Interest of the Morgan Stanley Investors. The directors of the Board designated by the Morgan Stanley Investors as of the date hereof include Gary Matthews, Eric Fry, Eric Kanter and Greg Josefowicz. A Majority in Interest of the Morgan Stanley Investors shall be permitted at any time to increase or decrease the number of directors who serve on the Board and to designate any additional directors.

(b)           Each Shareholder agrees that, if at any time it is then entitled to vote for the election of directors to the Board, it shall vote its Shares or execute proxies or written consents, as the case may be, and take all other necessary action (including causing the Company to call a special meeting of shareholders) in order to ensure that the composition of the Board is as set forth in this Section 2.01.

(c)           The Company agrees to cause each individual designated pursuant to Section 2.01(a) or 2.03 to be nominated to serve as a director on the Board, and to take all other necessary actions (including calling a special meeting of the Board and/or shareholders) to ensure that the composition of the Board is as set forth in Sections 2.01 and 2.03.

Section 2.02         Removal. Each Shareholder agrees that, if at any time it is then entitled to vote for the removal of directors from the Board, it shall not vote any of its Shares in favor of the removal of any director who shall have been designated pursuant to Section 2.01 or Section 2.03, unless such removal shall be for Cause or the Person or Persons that designated such director shall have consented to such removal in writing, provided that, if the Person or Persons entitled to designate any director pursuant to Section 2.01 or 2.03 shall request in writing the removal, with or without Cause, of such director, such Shareholder shall vote its Shares in favor of such removal. Removal for “Cause” shall mean removal of a director because of such director’s (a) willful and continued failure substantially to perform his or her duties with the Company in his or her established position, (b) willful conduct that is injurious, monetarily or otherwise, to the Company or any of its Subsidiaries, (c) conviction for, or guilty plea or plea of nolo contendere to, a felony or a crime involving moral turpitude, (d) abuse of illegal drugs or other controlled substances or habitual intoxication or (e) willful breach of this Agreement or any other agreement between such director and the Company or any Subsidiary.

Section 2.03         Vacancies. If, as a result of death, disability, retirement, resignation, removal (with or without Cause) or otherwise, there shall exist or occur any vacancy on the Board:

(a)           the Person or Persons entitled under Section 2.01 to designate such director whose death, disability, retirement, resignation or removal resulted in such vacancy, subject to the provisions of Section 2.01, may designate another individual (the “Replacement Nominee”) to fill such vacancy and serve as a director on the Board; and

8

(b)           subject to Section 2.01, each Shareholder agrees that if it is then entitled to vote for the election of directors to the Board, it shall vote its Shares, or execute proxies or written consents, as the case may be, in order to ensure that the Replacement Nominee be elected to the Board.

Section 2.04         Meetings; Observer Rights. (a) The Board shall hold a regularly scheduled meeting at least once every calendar quarter. The Company agrees to pay all reasonable out-of-pocket expenses incurred by each director and the Observer (as defined below) in connection with attending regular and special meetings of the Board and any committee thereof, and any such meetings of the board of directors of any Subsidiary of the Company and any committee thereof.

(b)           For so long as the HSBC Co-Investors beneficially owns at least 5% of the outstanding Common Shares, calculated on a Fully Diluted basis, a Majority Interest of the HSBC Co-Investors shall have the right to have one of their representatives (the “Observer”) attend all meetings of the Board and any committee thereof, and any such meetings of the board of directors of any Subsidiary of the Company and any committee thereof as an observer, and such Observer shall receive copies of all written information provided to the directors of the Board; provided that the Observer shall not be entitled to attend any such meeting or receive any information to the extent it relates to or involves an Affiliate of the HSBC Co-Investors.

Section 2.05         Action by the Board. (a) A quorum of the Board shall initially consist of three directors; provided that a Majority in Interest of  the Morgan Stanley Investors shall have the right at any time to change the number of directors necessary to constitute such quorum (but not to any number that is less than a majority of the directors then on the Board).

(b)           Except as provided in Section 2.06, all actions of the Board shall require (i) the affirmative vote of at least a majority of the directors present at a duly-convened meeting of the Board at which a quorum is present or (ii) the unanimous written consent of the Board, provided that, if there is a vacancy on the Board and an individual has been nominated to fill such vacancy, the first order of business shall be to fill such vacancy.

(c)           The Board may create executive, compensation, audit and such other committees as it may determine.

Section 2.06         Actions Requiring Approval of the HSBC Co-Investors. The Company shall take no action (including any action by the Board or any committee of the Board) after the date hereof with respect to any of the following matters without the prior written consent of the HSBC Co-Investors:

(a)           any appointment or removal of the auditors of the Company or any Subsidiary;

(b)           any non-pro rata direct or indirect purchase, redemption, retirement or other acquisition of any Common Stock, other than (i) repurchases of Common Stock issued to employees pursuant to the Company’s equity compensation plan and approved by the Board and (ii) as contemplated by the Subscription Agreements;

9

(c)           any declaration or payment of any dividend or other distribution with respect to any Common Stock (other than pro rata dividends and distributions to Shareholders);

(d)           any payment by the Company or any of its Subsidiaries to, or any sale, lease, transfer or other disposition of any properties or assets of the Company or any of its Subsidiaries to, or any purchase, lease or other acquisition by the Company or any of its Subsidiaries of any properties or assets from, or any other transaction, contract, agreement, loan, advance or guarantee with or for the benefit of, any Shareholder, employee, officer or Affiliate (other than the Company or any of its Subsidiaries) of the Company or any Subsidiary, other than (i) employee arrangements entered into in the ordinary course; (ii) any payment of any fee by the Company or any of its Subsidiaries to any Affiliate of any Morgan Stanley Investor for services rendered so long as such fee is not more than would be charged by an unrelated third party for comparable services or (iii) payments made or actions taken by the Company pursuant to the Transaction Fee Agreement;

(e)           any liquidation, dissolution, winding up, commencement of bankruptcy, insolvency, liquidation or similar proceedings with respect to the Company or any of its Subsidiaries;

(f)            any material change in accounting or tax principles, policies with respect to the financial statements, records or affairs of the Company or any Subsidiary, except as required by generally accepted accounting principles or by law, or any change in other matters that would affect in any material respect any regulatory status or tax liability of the Company or any Subsidiary, or the HSBC Co-Investors with respect to the investment by such Shareholder in the Company; and

(g)           any amendment, alteration or repeal of any provision of the Charter or Bylaws that adversely affects the rights, preferences or privileges of the HSBC Co-Investors on a basis disproportionate to other Shareholders.

The provisions of this Section 2.06 shall terminate immediately prior to the First Public Offering.

Section 2.07         Charter or Bylaws Provisions. Each Shareholder agrees to vote its Shares or execute proxies or written consents, as the case may be, and to take all other actions necessary, to ensure that the Charter and Bylaws (a) facilitate, and do not at any time conflict with, any provision of this Agreement and (b) permit each Shareholder to receive the benefits to which each such Shareholder is entitled under this Agreement. The Charter and Bylaws shall provide for (a) the elimination of the liability of each director on the Board to the maximum extent permitted by applicable law and (b) indemnification of each director on the Board for acts on behalf of the Company to the maximum extent permitted by applicable law. The Company shall use its best efforts to maintain in effect at all times customary officers’ and directors’ liability insurance.

Section 2.08         Notice of Meeting. The Company agrees to give each director and the Observer notice and the agenda for each meeting of the Board or any committee thereof at least two Business Days prior to such meeting.

10

Section 2.09         Subsidiary Governance. The Company and each Shareholder agree that the board of directors of each Subsidiary of the Company shall be comprised of the individuals who are serving as directors on the Board in accordance with Section 2.01. Each Shareholder agrees to vote its Shares and to cause its representatives on the Board, subject to their fiduciary duties, to vote and take other appropriate action to effect the agreements in this Section 2.09 in respect of any Subsidiary of the Company.

ARTICLE 3
RESTRICTIONS ON TRANSFER

Section 3.01         General Restrictions on Transfer. (a) Each Shareholder understands and agrees that the Company Securities have not been registered under the Securities Act and are restricted securities under the Securities Act and the rules and regulations promulgated thereunder. Each Shareholder agrees that it shall not Transfer any Company Securities (or solicit any offers in respect of any Transfer of any Company Securities), except in compliance with the Securities Act, any other applicable securities or “blue sky” laws, and the terms and conditions of this Agreement.

(b)           Any Transfer or purported Transfer of any Company Securities not in compliance with this Agreement shall be null and void, and the Company shall not, and shall cause any transfer agent not to, give any effect in the Company’s stock records to such Transfer.

Section 3.02         Legends. (a) In addition to any other legend that may be required, each certificate for Company Securities issued to any Shareholder shall bear a legend in substantially the following form:

THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED, OR ANY NON-U.S. OR STATE SECURITIES LAWS AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN COMPLIANCE THEREWITH. THIS SECURITY IS ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER AS SET FORTH IN THE AMENDED AND RESTATED SHAREHOLDERS’ AGREEMENT DATED AS OF JANUARY     , 2010, AS AMENDED FROM TIME TO TIME, COPIES OF WHICH MAY BE OBTAINED UPON REQUEST FROM TOPS HOLDING CORPORATION OR ANY SUCCESSOR THERETO.

(b)           If any Company Securities shall cease to be Registrable Securities under clause (i) or clause (ii) of the definition thereof, the Company, upon the written request of the holder thereof, shall issue to such holder a new certificate evidencing such Company Securities without the first sentence of the legend required by Section 3.02(a) endorsed thereon. If any Company Securities cease to be subject to any and all restrictions on Transfer set forth in this Agreement, the Company, upon the written request of the holder thereof, shall issue to such holder a new

11

certificate evidencing such Company Securities without the second sentence of the legend required by Section 3.02(a) endorsed thereon.

Section 3.03         Permitted Transferees. Notwithstanding anything in this Agreement to the contrary, any Shareholder may at any time Transfer any or all of its Company Securities to one or more of its Permitted Transferees without the consent of the Company, the Board or any other Shareholder or group of Shareholders and without compliance with Sections 3.04, 4.01, 4.02 or Section 4.05 so long as (a) such Permitted Transferee shall have agreed in writing to be bound by the terms of this Agreement in the form of Exhibit A attached hereto and (b) the Transfer to such Permitted Transferee is in compliance with the Securities Act and any other applicable securities or “blue sky” laws; provided that the HSBC Co-Investors may not Transfer any or all of their Company Securities to any Related Fund Partner unless such Transfer is made in compliance with Section 3.04(c).

Section 3.04         Restrictions on Transfers by Other Shareholders. (a) Except as otherwise approved by the Board, no Other Shareholder shall Transfer any of its Company Securities, except to one or more of its Permitted Transferees in accordance with Section 3.03 or in a Public Offering in connection with the exercise of its rights under Article 5, provided, that, if any Morgan Stanley Investor Transfers any of its Company Securities pursuant to Rule 144, the HSBC Co-Investors shall be entitled to sell a proportionate share of Company Securities pursuant to Rule 144.

(b)           The restrictions on Transfer set forth in Section 3.04(a) with respect to Company Securities held by the HSBC Co-Investors shall terminate on the fifth anniversary of the Closing Date. Thereafter, any Transfer by any HSBC Co- Investor of Company Securities shall be subject to the right of first offer set forth in Section 4.05. In addition, commencing on the first anniversary of the First Public Offering, if the HSBC Co-Investors beneficially own less that 5% of the outstanding Common Shares, any HSBC Co-Investor may Transfer Company Securities in compliance with Rule 144.

(c)           At such time that any Morgan Stanley Investor effects any Distribution in Kind of any Company Securities, the HSBC Co-Investors shall have the right to effect a Distribution in Kind to their Permitted Transferees on the same basis and in the same proportionate amount as such Morgan Stanley Investor.

Section 3.05         Additional Shareholders. Any Person that is not already a party to this Agreement in the same Shareholder capacity as such Person would be following a Transfer and who is acquiring any Company Securities shall on or before the Transfer or issuance to it of such Company Securities, sign and deliver to the Company an agreement in the form of Exhibit A attached hereto and shall thereby become a party to this Agreement.  If such Person meets the definition of Morgan Stanley Investor, then such Person shall be treated as a Morgan Stanley Investor; if such Person meets the definition of HSBC Co-Investor, then such Person shall be treated as an HSBC Co-Investor; if such Person meets the definition of Management Shareholder, then such Person shall be treated as a Management Shareholder; and, if such Person meets none of the foregoing definitions, such person shall be treated as an Additional Holder hereunder.

12

ARTICLE 4

TAG-ALONG RIGHTS; DRAG-ALONG RIGHTS; PREEMPTIVE RIGHTS;

RIGHT OF FIRST OFFER

Section 4.01         Tag-Along Rights. (a) Subject to Sections 4.01(f) and 4.03, if any Morgan Stanley Investor or, after the fifth anniversary of the Closing Date, any HSBC Co-Investor (the “Tag-Along Seller”) proposes to Transfer Common Shares in a single transaction or in a series of related transactions (a “Tag-Along Sale”),

(i)            the Tag-Along Seller shall provide each Shareholder notice of the terms and conditions of such proposed Transfer (“Tag-Along Notice”) and offer each Tagging Person the opportunity to participate in such Transfer in accordance with this Section 4.01, and

(ii)           each Shareholder may elect, at its option, to participate in the proposed Transfer in accordance with this Section 4.01 (each such electing Shareholder, a “Tagging Person”).

The Tag-Along Notice shall identify the number of Common Shares proposed to be sold by the Tag-Along Seller (“Tag-Along Offer”), the consideration for which the Transfer is proposed to be made, and all other material terms and conditions of the Tag-Along Offer, including the form of the proposed agreement, if any, and a firm offer by the proposed transferee to purchase Common Shares from the Shareholders in accordance with this Section 4.01.

From the date of its receipt of the Tag-Along Notice, each Tagging Person shall have the right (a “Tag-Along Right”), exercisable by notice (“Tag-Along Response Notice”) given to the Tag-Along Seller within 15 days after its receipt of the Tag-Along Notice (the “Tag-Along Notice Period”), to request that the Tag-Along Seller include in the proposed Transfer up to a number of Common Shares representing such Tagging Person’s Tag-Along Portion, provided that each Tagging Person shall be entitled to include in the Tag-Along Sale no more than its Tag-Along Portion of the Common Shares and the Tag-Along Seller shall be entitled to include the number of Common Shares proposed to be Transferred by the Tag-Along Seller as set forth in the Tag-Along Notice (reduced, to the extent necessary, so that each Tagging Person shall be able to include its Tag-Along Portion) and such additional Common Shares as permitted by Section 4.01(d). Each Tag-Along Response Notice shall include wire transfer or other instructions for payment of any consideration therefor. Each Tagging Person shall also deliver to the Tag-Along Seller, with its Tag-Along Response Notice, the certificates representing the Common Shares of such Tagging Person to be included in the Tag-Along Sale, together with a limited power-of-attorney authorizing the Tag-Along Seller to Transfer such Common Shares on the terms set forth in the Tag-Along Notice. Delivery of the Tag-Along Response Notice with such certificates and limited power-of-attorney shall constitute an irrevocable acceptance of the Tag-Along Offer by such Tagging Persons, subject to the provisions of this Section 4.01 and Section 4.03.

If, at the end of a 120-day period after such delivery of such Tag-Along Notice (which 120-day period shall be extended if any of the transactions contemplated by the Tag-Along Offer are subject to regulatory approval until the expiration of five Business Days after all such

13

approvals have been received, but in no event later than 180 days following receipt of the Tag-Along Notice by the Tag-Along Seller), the Tag-Along Seller has not completed the Transfer of all Common Shares proposed to be sold by the Tag-Along Seller and all Tagging Persons on substantially the same terms and conditions set forth in the Tag-Along Notice, the Tag-Along Seller shall (i) return to each Tagging Person the limited power-of-attorney and all certificates representing the Common Shares that such Tagging Person delivered for Transfer pursuant to this Section 4.01(a) and any other documents in the possession of the Tag-Along Seller executed by the Tagging Persons in connection with the proposed Tag-Along Sale, and (ii) all the restrictions on Transfer contained in this Agreement or otherwise applicable at such time with respect to such Common Shares shall continue in effect.

(b)           Concurrently with the consummation of the Tag-Along Sale, the Tag-Along Seller shall (i) notify the Tagging Persons thereof, (ii) remit to the Tagging Persons the total consideration for the Common Shares of the Tagging Persons Transferred pursuant thereto, with the cash portion of the purchase price paid by wire transfer of immediately available funds in accordance with the wire transfer instructions in the applicable Tag-Along Response Notices and (iii) promptly after the consummation of such Tag-Along Sale, furnish such other evidence of the completion and the date of completion of such transfer and the terms thereof as may be reasonably requested by the Tagging Persons.

(c)           If at the termination of the Tag-Along Notice Period any Shareholder shall not have elected to participate in the Tag-Along Sale, such Shareholder shall be deemed to have waived its rights under Section 4.01(a) with respect to the Transfer of its Common Shares pursuant to such Tag-Along Sale.

(d)           If (i) any Shareholder declines to exercise its Tag-Along Rights or (ii) any Tagging Person elects to exercise its Tag-Along Rights with respect to less than such Tagging Person’s Tag-Along Portion, the Tag-Along Seller shall be entitled to Transfer, pursuant to the Tag-Along Offer, a number of Common Shares held by it equal to the number of Common Shares constituting the Tag-Along Portion of such Shareholder or the portion of such Tagging Person’s Tag-Along Portion with respect to which Tag-Along Rights were not exercised, as the case may be.

(e)           The Tag-Along Seller shall Transfer, on behalf of itself and each Tagging Person, the Common Shares subject to the Tag-Along Offer and elected to be Transferred on the terms and conditions set forth in the Tag-Along Notice within 120 days (or such longer period as extended under Section 4.01(a)) of delivery of the Tag-Along Notice.

(f)            Notwithstanding anything contained in this Section 4.01, there shall be no liability on the part of the Tag-Along Seller to the Tagging Persons (other than the obligation to return any certificates evidencing Common Shares and limited powers-of-attorney received by the Tag-Along Seller) or any other Person if the Transfer of Common Shares pursuant to Section 4.01 is not consummated for whatever reason. Whether to effect a Transfer of Common Shares pursuant to this Section 4.01 by the Tag-Along Seller is in the sole and absolute discretion of the Tag-Along Seller.

14

(g)           The provisions of this Section 4.01 shall not apply to any proposed Transfer of Common Shares by the Tag-Along Seller (A) to a Permitted Transferee or (B) in a Public Offering in connection with the exercise of its rights under Article 5 or pursuant to Rule 144 to the extent permitted by this Agreement, (C) pursuant to Section 4.02 or (D) on and after the first anniversary of the First Public Offering if at such time such Tag-Along Seller beneficially owns less than 5% of the outstanding Common Shares, calculated on a Fully Diluted basis.

(h)           Notwithstanding anything set forth herein to the contrary, any Tagging Person wishing to participate in a proposed Tag-Along Sale with respect to Common Shares issuable upon exercise of Company Securities shall be required to exercise such number of Company Securities as is required in order for such Tagging Person to participate in the Tag-Along Sale with respect to such Common Shares; provided, that such exercise shall be deemed to be effective immediately prior to the consummation of such Tag-Along Sale.

Section 4.02         Drag-Along Rights. (a) Subject to Section 4.03, if the Morgan Stanley Investors, or any of them  (the “Drag-Along Seller”), proposes to Transfer Common Shares representing (1) not less than a majority of the outstanding Fully- Diluted Common Shares or (2) all of the Common Shares beneficially owned by the Morgan Stanley Investors, in each case, to a Third Party (the “Drag-Along Transferee”) in a bona fide sale (a “Drag-Along Sale”), the Drag-Along Seller may at its option require all Other Shareholders (i) to Transfer the Drag-Along Portion of the Company Securities (“Drag-Along Rights”) then held by every Other Shareholder, and (ii) to exercise such number of options for Company Securities held by every Other Shareholder as is required in order that a sufficient number of the Company Securities are available to Transfer the relevant Drag-Along Portion of Company Securities of each such Other Shareholder (but subject to and at the closing of the Drag-Along Sale), in each case for the same consideration and otherwise on the same terms and conditions as the Drag-Along Seller, provided that any Other Shareholder that holds options the exercise price per share of which is greater than the per share price at which the Company Securities are to be Transferred to the Drag-Along Transferee, if required by the Drag-Along Seller to exercise such options, may, in lieu of such exercise, submit an irrevocable cancellation thereof without any liability for payment of any exercise price with respect thereto. If the Drag-Along Sale is not consummated, any options exercised or cancelled in contemplation of such Drag-Along Sale shall be deemed not to have been exercised or canceled, as applicable.

The Drag-Along Seller shall provide notice of such Drag-Along Sale to the Other Shareholders (a “Drag-Along Sale Notice”) not later than 15 Business Days prior to the proposed Drag-Along Sale. The Drag-Along Sale Notice shall identify the Drag-Along Transferee, the number of Company Securities subject to the Drag-Along Sale, the consideration for which a Transfer is proposed to be made (the “Drag-Along Sale Price”) and all other material terms and conditions of the Drag-Along Sale. The number of Company Securities to be sold by each Other Shareholder shall be the Drag-Along Portion of the Company Securities that such Other Shareholder owns. Each Other Shareholder shall be required to participate in the Drag-Along Sale on the terms and conditions set forth in the Drag-Along Sale Notice and to tender all its Company Securities as set forth below. The price payable in such Transfer shall be the Drag-Along Sale Price. Not later than 10 Business Days after the date of the Drag-Along Sale Notice (the “Drag-Along Sale Notice Period”), each of the Other Shareholders shall deliver to a representative of the Drag-Along Seller designated in the Drag-Along Sale Notice

15

the certificates representing the Company Securities of such Other Shareholder to be included in the Drag-Along Sale, together with a limited power-of-attorney authorizing the Drag-Along Seller or its representative to Transfer such Company Securities on the terms set forth in the Drag-Along Notice and wire transfer or other instructions for payment or delivery of the consideration to be received in such Drag-Along Sale, or, if such delivery is not permitted by applicable law, an unconditional agreement to deliver such Company Securities pursuant to this Section 4.02(a) at the closing for such Drag-Along Sale against delivery to such Other Shareholder of the consideration therefor. If an Other Shareholder should fail to deliver such certificates to the Drag-Along Seller, the Company (subject to reversal under Section 4.02(b)) shall cause the books and records of the Company to show that such Company Securities are bound by the provisions of this Section 4.02(a) and that such Company Securities shall be Transferred to the Drag-Along Transferee immediately upon surrender for Transfer by the holder thereof.

(b)           The Drag-Along Seller shall have a period of 120 days from the date of delivery of the Drag-Along Sale Notice to consummate the Drag-Along Sale on the terms and conditions set forth in such Drag-Along Sale Notice, provided that, if such Drag-Along Sale is subject to regulatory approval, such 120-day period shall be extended until the expiration of five Business Days after all such approvals have been received, but in no event later than 180 days following the date of delivery of the Drag-Along Sale Notice. If the Drag-Along Sale shall not have been consummated during such period, the Drag-Along Seller shall return to each of the Other Shareholders the limited power-of-attorney and all certificates representing Company Securities that such Other Shareholders delivered for Transfer pursuant hereto, together with any other documents in the possession of the Drag-Along Seller executed by the Other Shareholders in connection with such proposed Transfer, and all the restrictions on Transfer contained in this Agreement or otherwise applicable at such time with respect to such Company Securities owned by the Other Shareholders shall again be in effect.

(c)           Concurrently with the consummation of the Transfer of Company Securities pursuant to this Section 4.02, the Drag-Along Seller shall give notice thereof to the Other Shareholders, shall remit to each of the Other Shareholders that have surrendered their certificates and other applicable instruments the total consideration (the cash portion of which is to be paid by wire transfer in accordance with such Other Shareholder’s wire transfer instructions) for the Company Securities Transferred pursuant hereto and shall furnish such other evidence of the completion and time of completion of such Transfer and the terms thereof as may be reasonably requested by such Other Shareholders.

(d)           Notwithstanding anything contained in this Section 4.02, there shall be no liability on the part of the Drag-Along Seller to the Other Shareholders (other than the obligation to return the limited power-of-attorney and the certificates and other applicable instruments representing Company Securities received by the Drag-Along Seller) or any other Person if the Transfer of Company Securities pursuant to this Section 4.02 is not consummated for whatever reason, regardless of whether the Drag-Along Seller has delivered a Drag-Along Sale Notice. Whether to effect a Transfer of Company Securities pursuant to this Section 4.02 by the Drag-Along Seller is in the sole and absolute discretion of the Drag-Along Seller.

16

Section 4.03         Additional Conditions to Tag-Along Sales and Drag-Along Sales. Notwithstanding anything contained in Section 4.01 or 4.02, the rights and obligations of the Shareholders to participate in a Tag-Along Sale under Section 4.01 or a Drag-Along Sale under Section 4.02 are subject to the following conditions:

(a)           upon the consummation of such Tag-Along Sale or Drag-Along Sale, and subject to the applicable securities laws, all of the Shareholders participating therein will receive the same form and amount of consideration per share of the relevant class of Company Security determined in accordance with Section 4.01(a) or Section 4.02(a), as the case may be, or, if any Shareholders are given an option as to the form and amount of consideration to be received, all Shareholders participating therein will be given the same option;

(b)           no Shareholder shall be obligated to pay any expenses incurred in connection with any unconsummated Tag-Along Sale or Drag-Along Sale, and each Shareholder shall be obligated to pay only its pro rata share (based on the number of Company Securities Transferred) of expenses incurred in connection with a consummated Tag-Along Sale or Drag-Along Sale to the extent such expenses are incurred for the benefit of all Shareholders and are not otherwise paid by the Company or another Person;

(c)           each Shareholder shall (i) make such representations, warranties and covenants and enter into such definitive agreements as are customary for transactions of the nature of the proposed Transfer; provided that, no Shareholder shall be required to provide any representations or indemnities in connection with such Transfer (other than representations and indemnities concerning each Shareholder’s title to the Company Securities and authority, power and right to enter into and consummate the Transfer without contravention of any law or agreement); and provided further that, liability for any misrepresentation by the Company or indemnity shall (as to such Shareholders) be expressly stated to be several but not joint and each Shareholder shall not be liable for more than its pro rata share (based on the number of Company Securities Transferred, calculated on a Fully-Diluted Basis) of any liability for misrepresentation or indemnity, not to exceed more than such Shareholder’s pro rata share of the purchase price received in such Transfer, (ii) benefit from all of the same provisions of the definitive agreements as the Tag-Along Seller or Drag-Along Seller, as the case may be, and (iii) be required to bear their proportionate share of any escrows, holdbacks and adjustments in purchase price.

Section 4.04         Preemptive Rights. (a) The Company shall give each Shareholder notice (an “Issuance Notice”) of any proposed issuance by the Company of any Company Securities at least 20 Business Days prior to the proposed issuance date.  The Issuance Notice shall specify the price at which such Company Securities are to be issued and the other material terms of the issuance. Subject to Section 4.04(f) below, each Shareholder shall be entitled to purchase up to such Shareholder’s Pro Rata Share of the Company Securities proposed to be issued, at the price and on the terms specified in the Issuance Notice. “Pro Rata Share” means, with respect to a Shareholder, the fraction that results from dividing (i) such Shareholder’s Aggregate Ownership (immediately before giving effect to the issuance) of Common Shares by (ii) the Aggregate Ownership (immediately before giving effect to the issuance) of Common Shares of all Shareholders.

17

(b)           Each Shareholder who desires to purchase any or all of its Pro Rata Share of the Company Securities specified in the Issuance Notice shall deliver notice to the Company (each an “Exercise Notice”) of its election to purchase such Company Securities within five Business Days of receipt of the Issuance Notice. The Exercise Notice shall specify the number (or amount) of Company Securities to be purchased by such Shareholder and shall constitute exercise by such Shareholder of its rights under this Section 4.04 and a binding agreement of such Shareholder to purchase, at the price and on the terms specified in the Issuance Notice, the number of shares (or amount) of Company Securities specified in the Exercise Notice. If, at the termination of such five-Business-Day period, any Shareholder shall not have delivered an Exercise Notice to the Company, such Shareholder shall be deemed to have waived all of its rights under this Section 4.04 with respect to the purchase of such Company Securities. Promptly following the termination of such five-Business Day period, the Company shall deliver to each Shareholder a copy of all Exercise Notices it received.

(c)           If any Shareholder fails to exercise its preemptive rights under this Section 4.04 or elects to exercise such rights with respect to less than such Shareholder’s Pro Rata Share, the Company shall notify each other Shareholder who has delivered an Exercise Notice to exercise its rights to purchase its entire Pro Rata Share, that such Shareholder shall be entitled to purchase from the Company its pro rata portion (which means the fraction that results from dividing (i) such Shareholder’s Aggregate Ownership (immediately before giving effect to the issuance) of Common Shares by (ii) the Aggregate Ownership (immediately before giving effect to the issuance) of Common Shares of all Shareholders exercising in full their preemptive rights with respect to their respective Pro Rata Shares) of such Company Securities with respect to which a Shareholder shall not have exercised its preemptive rights. The Company shall continue to offer additional pro rata portions to Shareholders choosing to purchase their full pro rata portion of such Company Securities pursuant to this Section 4.04(c) until (i) all Company Securities proposed to be issued by the Company and with respect to which Shareholders were entitled to exercise their rights under this Section 4.04 have been purchased by Shareholders or (ii) all Shareholders have purchased the maximum number of Company Securities indicated in their respective Issuance Notice, whichever is earlier.

(d)           The Company shall have 90 days from the date of the Issuance Notice to consummate the proposed issuance of any or all of such Company Securities that the Shareholders have not elected to purchase at the price and upon terms that are not materially less favorable to the Company than those specified in the Issuance Notice; provided that, if such issuance is subject to regulatory approval, such 90-day period shall be extended until the expiration of five Business Days after all such approvals have been received, but in no event later than 180 days from the date of the Issuance Notice. If the Company proposes to issue any such Company Securities after such 90-day (or 180-day) period, it shall again comply with the procedures set forth in this Section 4.04.

(e)           At the consummation of the issuance of such Company Securities, the Company shall issue certificates representing the Company Securities to be purchased by each Shareholder exercising preemptive rights pursuant to this Section 4.04 registered in the name of such Shareholder, against payment by such Shareholder of the purchase price for such Company Securities in accordance with the terms and conditions as specified in the Issuance Notice.

18

(f)            Notwithstanding the foregoing, no Shareholder shall be entitled to purchase Company Securities as contemplated by this Section 4.04 in connection with issuances of Company Securities (i) to employees, consultants and independent contractors of the Company or any Subsidiary and members of the board of directors or comparable governing bodies of the Company or any Subsidiary pursuant to employee benefit plans or arrangements approved by the Board (including upon the exercise of employee stock options granted pursuant to any such plans or arrangements), including, without limitation, the Company’s 2007 Stock Incentive Plan, (ii) to the creditors of the Company in connection with any bona fide, arm’s-length restructuring of outstanding debt of the Company or any Subsidiary, (iii) in connection with any bona fide, arm’s-length direct or indirect merger, acquisition or similar transaction, (iv) pursuant to a Public Offering or (v) pursuant to the Subscription Agreements. The Company shall not be obligated to consummate any proposed issuance of Company Securities, nor be liable to any Shareholder if the Company has not consummated any proposed issuance of Company Securities pursuant to this Section 4.04 for whatever reason, regardless of whether it shall have delivered an Issuance Notice or received any Exercise Notices in respect of such proposed issuance.

(g)           The provisions of this Section 4.04 shall terminate immediately prior to the consummation of the First Public Offering.

Section 4.05         Right Of First Offer. (a) Subject to Section 3.04, if any HSBC Co-Investor desires to Transfer any Common Shares to any Third Party, the HSBC Co-Investor (the “Seller”) shall give notice (an “Offer Notice”) to all other Shareholders (or their designees) (the “Non-Selling Shareholders”), and to the Company that the Seller desires to make such a Transfer (a “Sale”) and that sets forth the number of Common Shares proposed to be Transferred by the Seller (the “Offered Securities”), the cash price per share that the Seller proposes to be paid for such Offered Securities (the “Offer Price”) and any other material terms sought by the Seller.

(b)           The giving of an Offer Notice to the Non-Selling Shareholders and the Company shall constitute an offer (the “Offer”) by the Seller to Transfer the Offered Securities to such Non-Selling Shareholders (and thereafter to the Company as provided herein) for cash at the Offer Price and on the other terms set forth in the Offer Notice. The Non-Selling Shareholders receiving such Offer Notice shall have a 30-day period (the “Offer Period”) in which to accept such Offer as to all or any portion of the Offered Securities by giving a notice of acceptance to the Seller (together with a copy thereof to the Company) prior to the expiration of such Order Period. If the Non-Selling Shareholders fail to notify the Seller and the Company prior to the expiration of the Offer Period, they shall be deemed to have declined such Offer. If the Non-Selling Shareholders decline (or are deemed to decline) such Offer with respect to all or any portion of the Offered Securities, the Seller shall immediately notify the Company thereof. The Company shall then be entitled to accept the Offer with respect to the number of Offered Securities that such Non-Selling Shareholders have elected not to purchase by giving notice of acceptance to the Seller within five Business Days of the expiration of the Offer Period.

(c)           If the Non-Selling Shareholders and/or the Company elect to purchase all of the Offered Securities, the Non-Selling Shareholders and/or the Company, as the case may be, that have accepted the Offer shall purchase and pay, by bank or certified check (in immediately available funds), for all Offered Securities within 20 Business Days after the date on which all such Offered Securities have been accepted, provided that, if the Transfer of such Offered

19

Securities is subject to any prior regulatory approval, subject to Section 4.05(d)(iii), the time period during which such Transfer may be consummated shall be extended until the expiration of five Business Days after all such approvals shall have been received, but in no event shall such period be extended for more than an additional 60 days.

(d)           Upon the earlier to occur of (i) full rejection of the Offer by all recipients thereof, (ii) the expiration of the Offer Period without Non-Selling Shareholders and/or the Company electing to purchase all of the Offered Securities and (iii) the failure to obtain any required consent or regulatory approval for the purchase of all of the Offered Securities by the Non-Selling Shareholders and/or the Company within 90 days of full acceptance of the Offer, the Seller shall have a 120-day period during which to effect a Transfer of any or all of the Offered Securities on substantially the same or more favorable (as to the Seller) terms and conditions as were set forth in the Offer Notice at a price in cash not less than the Offer Price, provided that, if the Transfer is subject to regulatory approval, such 120-day period shall be extended until the expiration of five Business Days after all such approvals shall have been received, but in no event shall such period be extended for more than an additional 60 days. If the Seller does not consummate the Transfer of the Offered Securities in accordance with the foregoing time limitations, then the right of the Seller to effect the Transfer of such Offered Securities pursuant to Section 4.05(d) shall terminate and the Seller shall again comply with the procedures set forth in this Section 4.05 with respect to any proposed Transfer of Company Securities to a Third Party.

ARTICLE 5
REGISTRATION RIGHTS

Section 5.01         Demand Registration. (a) If the Company shall receive a request from, in the case of a Morgan Stanley Investor Demand, any Morgan Stanley Investor or, in the case of a HSBC Co-Investor Demand, any HSBC Co-Investor (in the case of a Morgan Stanley Investor Demand, the Morgan Stanley Investor or, in the case of a HSBC Co-Investor Demand, the HSBC Co-Investor shall be referred to herein as the “Requesting Shareholder”) that the Company effect the registration under the Securities Act of all or any portion of such Requesting Shareholder’s Registrable Securities, and specifying the intended method of disposition thereof, then the Company shall promptly give notice of such requested registration (each such request, including a HSBC Co-Investor Demand, shall be referred to herein as a “Demand Registration”) at least 20 Business Days prior to the anticipated filing date of the registration statement relating to such Demand Registration to the other Shareholders and thereupon shall use its best efforts to effect, as expeditiously as possible, the registration under the Securities Act of:

(i)            all Registrable Securities for which the Requesting Shareholder has requested registration under this Section 5.01, and

(ii)           subject to the restrictions set forth in Sections 5.01(e) and 5.02, all other Registrable Securities of the same class as those requested to be registered by the Requesting Shareholder that any Shareholders with rights to request registration under Section 5.01 or Section 5.02 (all such Shareholders, together with the Requesting Shareholder, and any Shareholders participating in a Piggyback Registration pursuant to Section 5.02, the “Registering Shareholders”) have requested the Company to register

20

by request received by the Company within 15 Business Days after such Shareholders receive the Company’s notice of the Demand Registration,

all to the extent necessary to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities so to be registered, provided that, subject to Section 5.01(d), the Company shall not be obligated to effect more than (i) four Demand Registrations in the aggregate for the Morgan Stanley Investors (each, a “Morgan Stanley Investor Demand”), other than any Demand Registration to be effected pursuant to a Registration Statement on Form S-3 (or any successor thereto), for which an unlimited number of Demand Registrations shall be permitted or (ii) one Demand Registration for the HSBC Co-Investors (the “HSBC Co-Investor Demand”) (it being understood that any such HSBC Co-Investor Demand can occur only following the first anniversary of the First Public Offering); provided further that the Company shall not be obligated to effect a Demand Registration unless the aggregate gross proceeds expected to be received from the sale of the Registrable Securities requested to be included in such Demand Registration equals or exceeds $50,000,000. In no event shall the Company be required to effect more than one Demand Registration hereunder within any six-month period.

(b)           Promptly after the expiration of the 15-Business Day-period referred to in Section 5.01(a)(ii), the Company will notify all Registering Shareholders of the identities of the other Registering Shareholders and the number of shares of Registrable Securities requested to be included therein. At any time prior to the effective date of the registration statement relating to such registration, the Requesting Shareholder may revoke such request, without liability to any of the other Registering Shareholders, by providing a notice to the Company revoking such request.

(c)           The Company shall be liable for and pay all Registration Expenses in connection with any Demand Registration, regardless of whether such Registration is effected.

(d)           A Demand Registration shall not be deemed to have occurred:

(i)            unless the registration statement relating thereto (A) has become effective under the Securities Act and (B) has remained effective for a period of at least 180 days (or such shorter period in which all Registrable Securities of the Registering Shareholders included in such registration have actually been sold thereunder), provided that such registration statement shall not be considered a Demand Registration if, after such registration statement becomes effective, (1) such registration statement is interfered with by any stop order, injunction or other order or requirement of the SEC or other governmental agency or court and (2) less than 75% of the Registrable Securities included in such registration statement have been sold thereunder; or

(ii)           if the Maximum Offering Size is reduced in accordance with Section 5.01(e) such that less than 66 2/3% of the Registrable Securities of the Registering Shareholders sought to be included in such registration are included.

(e)           If a Demand Registration involves an underwritten Public Offering and the managing underwriter advises the Company and the Requesting Shareholder that, in its view, the

21

number of shares of Registrable Securities requested to be included in such registration (including any securities that the Company proposes to be included that are not Registrable Securities) exceeds the largest number of shares that can be sold without having an adverse effect on such offering, including the price at which such shares can be sold (the “Maximum Offering Size”), the Company shall include in such registration, in the priority listed below, up to the Maximum Offering Size:

(i)            first, all Registrable Securities requested to be included in such registration by all other Registering Shareholders (allocated, if necessary for the offering not to exceed the Maximum Offering Size, pro rata among such other Shareholders on the basis of the relative number of Registrable Securities so requested to be included in such registration by each such Shareholder), and

(ii)           second, any securities proposed to be registered for the account of any other Persons (including the Company), with such priorities among them as the Company shall determine.

(f)            Upon notice to each Registering Shareholder, the Company may postpone effecting a registration pursuant to this Section 5.01 on one occasion during any period of six consecutive months for a reasonable time specified in the notice but not exceeding 90 days (which period may not be extended or renewed), if (i) an investment banking firm of recognized national standing shall advise the Company and the Requesting Shareholder in writing that effecting the registration would materially and adversely affect an offering of securities of such Company the preparation of which had then been commenced or (ii) the Board shall have determined in good faith that the Company is in possession of material non-public information the disclosure of which during the period specified in such notice the Company reasonably believes would not be in the best interests of the Company.

(g)           At any time following the consummation of the First Public Offering, upon the request of a Majority in Interest of the Morgan Stanley Investors, the Company shall use its best efforts to file a “shelf’ registration statement (the “Shelf Registration”) with respect to the Registrable Securities on an appropriate form pursuant to Rule 415 (or any similar provision that may be adopted by the SEC) under the Securities Act and to cause such Shelf Registration to become effective and to keep such Shelf Registration in effect until the Shareholders shall no longer hold any Registrable Securities. Any offer or sale of Registrable Securities pursuant to the Shelf Registration in any underwritten Public Offering shall be deemed to be a Demand Registration subject to the provisions of Section 5.01(a).

Section 5.02         Piggyback Registration. (a) If the Company proposes to register any Common Shares under the Securities Act (other than (i) the First Public Offering or (ii) a registration on Form S-8, S-4 or F-4, or any successor forms, relating to Common Shares issuable upon exercise of employee stock options or in connection with any employee benefit or similar plan of the Company or in connection with a direct or indirect acquisition by the Company of another Person), whether or not for sale for its own account, the Company shall each such time give prompt notice at least 20 Business Days prior to the anticipated filing date of the registration statement relating to such registration to each Shareholder, which notice shall set forth such Shareholder’s rights under this Section 5.02 and shall offer such Shareholder the

22

opportunity to include in such registration statement the number of Registrable Securities as those proposed to be registered as each such Shareholder may request (a “Piggyback Registration”), subject to the provisions of Section 5.02(b). Upon the request of any such Shareholder made within 15 Business Days after the receipt of notice from the Company (which request shall specify the number of Registrable Securities intended to be registered by such Shareholder), the Company shall use its best efforts to effect the registration under the Securities Act of all Registrable Securities that the Company has been so requested to register by all such Shareholders, to the extent requisite to permit the disposition of the Registrable Securities so to be registered, provided that (i) if such registration involves an underwritten Public Offering, all such Shareholders requesting to be included in the Company’s registration must sell their Registrable Securities to the underwriters selected as provided in Section 5.04(f)(i) on the same terms and conditions as apply to the Company or the selling Shareholders, as applicable, and (ii) it at any time after giving notice of its intention to register any Common Shares pursuant to this Section 5.02(a) and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such securities, the Company shall give notice to all such Shareholders and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration. No registration effected under this Section 5.02 shall relieve the Company of its obligations to effect a Demand Registration to the extent required by Section 5.01. The Company shall pay all Registration Expenses in connection with each Piggyback Registration.

(b)           If a Piggyback Registration involves an underwritten Public Offering (other than any Demand Registration, in which case the provisions with respect to priority of inclusion in such offering set forth in Section 5.01(e) shall apply) and the managing underwriter advises the Company that, in its view, the number of Shares that the Company and such Shareholders intend to include in such registration exceeds the Maximum Offering Size, the Company shall include in such registration, in the following priority, up to the Maximum Offering Size:

(i)            first, so much of the Common Shares proposed to be registered for the account of the Company as would not cause the offering to exceed the Maximum Offering Size, and

(ii)           second, all Registrable Securities requested to be included in such registration by any Shareholders pursuant to Section 5.02 (allocated, if necessary for the offering not to exceed the Maximum Offering Size, pro rata among such other Shareholders on the basis of the relative number of Registrable Securities so requested to be included in such registration by each), and

(iii)          third, any securities proposed to be registered for the account of any other Persons with such priorities among them as the Company shall determine.

Section 5.03         Lock-Up Agreements. If any registration of Registrable Securities shall be effected in connection with a Public Offering, neither the Company nor any Shareholder shall effect any public sale or distribution, including any sale pursuant to Rule 144, of any Common Shares or other security of the Company (except as part of such Public Offering) during the period beginning 14 days prior to the effective date of the applicable registration statement until

23

90 days after such Public Offering or 180 days in the case of the First Public Offering (such period, the “Lock-Up Period” for the applicable registration statement).

Section 5.04         Registration Procedures. Whenever Shareholders request that any Registrable Securities be registered pursuant to Section 5.01 or 5.02, subject to the provisions of such Sections, the Company shall use its best efforts to effect the registration and the sale of such Registrable Securities in accordance with the intended method of disposition thereof as quickly as practicable, and, in connection with any such request:

(a)           The Company shall as expeditiously as possible prepare and file with the SEC a registration statement on any form for which the Company then qualifies or that counsel for the Company shall deem appropriate and which form shall be available for the sale of the Registrable Securities to be registered thereunder in accordance with the intended method of distribution thereof, and use its best efforts to cause such filed registration statement to become and remain effective for a period of not less than 180 days, or in the case of a shelf registration statement, one year (or such shorter period in which all of the Registrable Securities of the Shareholders included in such registration statement shall have actually been sold thereunder).

(b)           Prior to filing a registration statement or prospectus or any amendment or supplement thereto (other than any report filed pursuant to the Exchange Act that is incorporated by reference therein), the Company shall, if requested, furnish to each participating Shareholder and each underwriter, if any, of the Registrable Securities covered by such registration statement copies of such registration statement as proposed to be filed, and thereafter the Company shall furnish to such Shareholder and underwriter, if any, copies of each amendment and supplement thereto (in each case including all exhibits thereto and documents incorporated by reference therein), the prospectus included in such registration statement (including each preliminary prospectus and any summary prospectus) and any other prospectus filed under Rule 424, Rule 430A, Rule 430B or Rule 430C under the Securities Act and such other documents as such Shareholder or underwriter may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such Shareholder. Each Shareholder shall have the right to request that the Company modify any information contained in such registration statement, amendment and supplement thereto pertaining to such Shareholder and the Company shall use its reasonable best efforts to comply with such request, provided, however, that the Company shall not have any obligation so to modify any information if the Company reasonably expects that so doing would cause the prospectus to contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading or omit any statement required by law.

(c)           After the filing of the registration statement, the Company shall (i) cause the related prospectus to be supplemented by any required prospectus supplement, and, as so supplemented, to be filed pursuant to Rule 424 under the Securities Act, (ii) comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by such registration statement during the applicable period in accordance with the intended methods of disposition by the Shareholders thereof set forth in such registration statement or supplement to such prospectus and (iii) promptly notify each Shareholder holding Registrable Securities covered by such registration statement of any stop order issued or

24

threatened by the SEC or any state securities commission and take all reasonable actions required to prevent the entry of such stop order or to remove it if entered.

(d)           The Company shall use its best efforts to (i) register or qualify the Registrable Securities covered by such registration statement under such other securities or “blue sky” laws of such jurisdictions in the United States as any Registering Shareholder holding such Registrable Securities reasonably (in light of such Shareholder’s intended plan of distribution) requests and (ii) cause such Registrable Securities to be registered with or approved by such other governmental agencies or authorities as may be necessary by virtue of the business and operations of the Company and do any and all other acts and things that may be reasonably necessary or advisable to enable such Shareholder to consummate the disposition of the Registrable Securities owned by such Shareholder, provided that the Company shall not be required to (A) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this Section 5.04(d), (B) subject itself to taxation in any such jurisdiction or (C) consent to general service of process in any such jurisdiction.

(e)           The Company shall immediately notify each Shareholder holding Registrable Securities covered by such registration statement, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of the occurrence of an event requiring the preparation of a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus will not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and promptly prepare and make available to each such Shareholder and file with the SEC any such supplement or amendment.

(f)            (i) A Majority in Interest of the Morgan Stanley Investors shall have the right, in their sole discretion, to select an underwriter or underwriters in connection with any Public Offering resulting from the exercise by the Morgan Stanley Investors of a Demand Registration, which underwriter or underwriters may include any Affiliate of the Morgan Stanley Investors and (ii) the Company shall select an underwriter or underwriters in connection with any other Public Offering. In connection with any Public Offering, the Company shall enter into customary agreements (including an underwriting agreement in customary form) and take such all other actions as are reasonably required in order to expedite or facilitate the disposition of such Registrable Securities in any such Public Offering, including the engagement of a “qualified independent underwriter” in connection with the qualification of the underwriting arrangements with FINRA.

(g)           Upon execution of confidentiality agreements in form and substance reasonably satisfactory to the Company, the Company shall make available for inspection by any Shareholder and any underwriter participating in any disposition pursuant to a registration statement being filed by the Company pursuant to this Section 5.04 and any attorney, accountant or other professional retained by any such Shareholder or underwriter (collectively, the “Inspectors”), all financial and other records, pertinent corporate documents and properties of the Company (collectively, the “Records”) as shall be reasonably necessary or desirable to enable them to exercise their due diligence responsibility, and cause the Company’s officers, directors and employees to supply all information reasonably requested by any Inspectors in connection with such registration statement. Records that the Company determines, in good

25

faith, to be confidential Inspectors unless (i) the disclosure of such Records is necessary to avoid or correct a misstatement or omission in such registration statement or (ii) the release of such Records is ordered pursuant to a subpoena or other order from a court of competent jurisdiction. Each Shareholder agrees that information obtained by it as a result of such inspections shall be deemed confidential and shall not be used by it or its Affiliates as the basis for any market transactions in the Company Securities unless and until such information is made generally available to the public. Each Shareholder further agrees that, upon learning that disclosure of such Records is sought in a court of competent jurisdiction, it shall give notice to the Company and allow the Company, at its expense, to undertake appropriate action to prevent disclosure of the Records deemed confidential.

(h)           The Company shall furnish to each Shareholder offering any Registrable Securities in such Public Offering and to each such underwriter, if any, a signed counterpart, addressed to such Shareholder or underwriter, of (i) an opinion or opinions of counsel to the Company and (ii) a comfort letter or comfort letters from the Company’s independent public accountants, each in customary form and covering such matters of the kind customarily covered by opinions or comfort letters, as the case may be, as a majority of such Shareholders or the managing underwriter therefor reasonably requests.

(i)            The Company shall otherwise use its best efforts to comply with all applicable rules and regulations of the SEC, and make available to its security holders, as soon as reasonably practicable, an earnings statement or such other document that shall satisfy the requirements of Rule 158 under the Securities Act.

(j)            The Company may require each such Shareholder promptly to furnish in writing to the Company such information regarding the distribution of the Registrable Securities as the Company may from time to time reasonably request and such other information as may be legally required in connection with such registration.

(k)           Each Shareholder agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 5.04(e), such Shareholder shall forthwith discontinue disposition of Registrable Securities pursuant to the registration statement covering such Registrable Securities until such Shareholder’s receipt of the copies of the supplemented or amended prospectus contemplated by Section 5.04(e), and, if so directed by the Company, such Shareholder shall deliver to the Company all copies, other than any permanent file copies then in such Shareholder’s possession, of the most recent prospectus covering such Registrable Securities at the time of receipt of such notice. If the Company shall give such notice, the Company shall extend the period during which such registration statement shall be maintained effective (including the period referred to in Section 5.04(a)) by the number of days during the period from and including the date of the giving of notice pursuant to Section 5.04(e) to the date when the Company shall make available to such Shareholder a prospectus supplemented or amended to conform with the requirements of Section 5.04(e).

(l)            The Company shall use its best efforts to list all Registrable Securities covered by such registration statement on any securities exchange or quotation system on which any of the Registrable Securities are then listed or traded.

26

(m)          The Company shall have appropriate officers of the Company (i) prepare and make presentations at any “road shows” and before analysts and rating agencies, as the case may be, (ii) take other actions to obtain ratings for any Registrable Securities and (iii) otherwise use their best efforts to cooperate as reasonably requested by the underwriters in the offering, marketing or selling of the Registrable Securities.

Section 5.05         Indemnification by the Company. The Company agrees to indemnify and hold harmless each Shareholder beneficially owning any Registrable Securities covered by a registration statement, its officers, directors, employees, partners and agents, and each Person, if any, who controls such Shareholder within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act from and against any and all losses, claims, damages, liabilities and expenses (including reasonable expenses of investigation and reasonable attorneys’ fees and expenses) (“Damages”) caused by or relating to any untrue statement or alleged untrue statement of a material fact contained in any registration statement or prospectus relating to the Registrable Securities (as amended or supplemented if the Company shall have furnished any amendments or supplements thereto) or any preliminary prospectus or free writing prospectus (as defined in Rule 405 under the Securities Act), or caused by or relating to any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such Damages are caused by or related to any such untrue statement or omission or alleged untrue statement or omission so made based upon information furnished in writing to the Company by such Shareholder or on such Shareholder’s behalf expressly for use therein. The Company also agrees to indemnify any underwriters of the Registrable Securities, their officers and directors and each Person who controls such underwriters within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act on substantially the same basis as that of the indemnification of the Shareholders provided in this Section 5.05.

Section 5.06         Indemnification by Participating Shareholders. Each Shareholder holding Registrable Securities included in any registration statement agrees, severally but not jointly, to indemnify and hold harmless the Company, its officers, directors and agents and each Person, if any, who controls the Company within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the foregoing indemnity from the Company to such Shareholder, but only with respect to information furnished in writing by such Shareholder or on such Shareholder’s behalf expressly for use in any registration statement or prospectus relating to the Registrable Securities, or any amendment or supplement thereto, or any preliminary prospectus or free writing prospectus. Each such Shareholder also agrees to indemnify and hold harmless underwriters of the Registrable Securities, their officers and directors and each Person who controls such underwriters within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act on substantially the same basis as that of the indemnification of the Company provided in this Section 5.06. As a condition to including Registrable Securities in any registration statement filed in accordance with Article 5, the Company may require that it shall have received an undertaking reasonably satisfactory to it from any underwriter to indemnify and hold it harmless to the extent customarily provided by underwriters with respect to similar securities. No Shareholder shall be liable under this Section 5.06 for any Damages in excess of the net proceeds realized by such Shareholder in the sale of Registrable Securities of such Shareholder to which such Damages relate.

27

Section 5.07         Conduct of Indemnification Proceedings. If any proceeding (including any governmental investigation) shall be instituted involving any Person in respect of which indemnity may be sought pursuant to this Article 5, such Person (an “Indemnified Party”) shall promptly notify the Person against whom such indemnity may be sought (the “Indemnifying Party”) in writing and the Indemnifying Party shall assume the defense thereof, including the employment of counsel reasonably satisfactory to such Indemnified Party, and shall assume the payment of all fees and expenses, provided that the failure of any Indemnified Party so to notify the Indemnifying Pa rty shall not relieve the Indemnifying Party of its obligations hereunder except to the extent that the Indemnifying Party is materially prejudiced by such failure to notify. In any such proceeding, any Indemnified Party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (i) the Indemnifying Party and the Indemnified Party shall have mutually agreed to the retention of such counsel or (ii) in the reasonable judgment of such Indemnified Party representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. It is understood that, in connection with any proceeding or related proceedings in the same jurisdiction, the Indemnifying Party shall not be liable for the reasonable fees and expenses of more than one separate firm of attorneys (in addition to any local counsel) at any time for all such Indemnified Parties, and that all such fees an d expenses shall be reimbursed as they are incurred. In the case of any such separate firm for the Indemnified Parties, such firm shall be designated in writing by the Indemnified Parties. The Indemnifying Party shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent, or if there be a final judgment for the plaintiff, the Indemnifying Party shall indemnify and hold harmless such Indemnified Parties from and against any loss or liability (to the extent stated above) by reason of such settlement or judgment. Without the prior written consent of the Indemnified Party, no Indemnifying Party shall effect any settlement of any pending or threatened proceeding in respect of which any Indemnified Party is or could have been a party and indemnity could have been sought hereunder by such Indemnified Party, unless such settlement includes an unconditional release of such Indemnified Party from all liability arising out of such proceeding.

Section 5.08         Contribution. If the indemnification provided for in this Article 5 is unavailable to the Indemnified Parties in respect of any Damages, then each such Indemnifying Party, in lieu of indemnifying such Indemnified Party, shall contribute to the amount paid or payable by such Indemnified Party as a result of such Damages (i) as between the Company and the Shareholders holding Registrable Securities covered by a registration statement on the one hand and the underwriters on the other, in such proportion as is appropriate to reflect the relative benefits received by the Company and such Shareholders on the one hand and the underwriters on the other, from the offering of the Registr able Securities, or if such allocation is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits but also the relative fault of the Company and such Shareholders on the one hand and of such underwriters on the other in connection with the statements or omissions that resulted in such Damages, as well as any other relevant equitable considerations and (ii) as between the Company on the one hand and each such Shareholder on the other, in such proportion as is appropriate to reflect the relative fault of the Company and of each such Shareholder in connection with such statements or omissions, as well as any other relevant equitable considerations. The relative benefits received by the Company and such Shareholders on the one hand and such underwriters on the other shall be deemed to be in the same proportion as the total proceeds from the offering

28

(net of underwriting discounts and commissions but before deducting expenses) received by the Company and such Shareholders bear to the total underwriting discounts and commissions received by such underwriters, in each case as set forth in the table on the cover page of the prospectus. The relative fault of the Company and such Shareholders on the one hand and of such underwriters on the other shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company and such Shareholders or by such underwriters. The relative fault of the Company on the one hand and of each such Shareholder on the other shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged o mission to state a material fact relates to information supplied by such party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission.

The Company and the Shareholders agree that it would not be just and equitable if contribution pursuant to this Section 5.08 were determined by pro rata allocation (even if the underwriters were treated as one entity for such purpose) or by any other method of allocation that does not take account of the equitable considerations referred to in the immediately preceding paragraph. The amount paid or payable by an Indemnified Party as a result of the Damages referred to in the immediately preceding paragraph shall be deemed to include, subject to the limitations set forth above, any legal or other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this Section 5.08, no underwriter shall be required to contribute any amount in excess of the amount by which the total price at whic h the Registrable Securities underwritten by it and distributed to the public were offered to the public exceeds the amount of any Damages that such underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission, and no Shareholder shall be required to contribute any amount in excess of the amount by which the total price at which the Registrable Securities of such Shareholder were offered to the public (less underwriters’ discounts and commissions) exceeds the amount of any Damages that such Shareholder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. Each Shareholder’s obligation to contribute pursuant to this Section 5.08 is sever al in the proportion that the proceeds of the offering received by such Shareholder bears to the total proceeds of the offering received by all such Shareholders and not joint.

Section 5.09         Participation in Public Offering. No Shareholder may participate in any Public Offering hereunder unless such Shareholder (a) agrees to sell such Shareholder’s Registrable Securities on the basis provided in any underwriting arrangements approved by the Persons entitled hereunder to approve such arrangements and (b) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements and the provisions of this Agreement in respect of registration rights.

29

Section 5.10         Other Indemnification. Indemnification similar to that specified herein (with appropriate modifications) shall be given by the Company and each Shareholder participating therein with respect to any required registration or other qualification of securities under any federal or state law or regulation or governmental authority other than the Securities Act.

Section 5.11         Cooperation by the Company. If any Shareholder shall transfer any Registrable Securities pursuant to Rule 144, the Company shall cooperate, to the extent commercially reasonable, with such Shareholder and shall provide to such Shareholder such information as such Shareholder shall reasonably request.

Section 5.12         No Transfer of Registration Rights. None of the rights of Shareholders under this Article 5 shall be assignable by any Shareholder to any Person acquiring Company Securities in any Public Offering or pursuant to Rule 144.

ARTICLE 6
CERTAIN COVENANTS AND AGREEMENTS

Section 6.01         Confidentiality. (a) Each Shareholder agrees that Confidential Information furnished and to be furnished to it has been and may in the future be made available in connection with such Shareholder’s investment in the Company. Each Shareholder agrees that it shall use, and that it shall cause any Person to whom Confidential Information is disclosed pursuant to clause (i) below to use, the Confidential Information only in connection with its investment in the Company and not for any other purpose (including to disadvantage competitively the Company or any of its Affiliates). Each Shareholder further acknowledges and agrees that it shall not disclose any Confidential Informati on to any Person, except that Confidential Information may be disclosed:

(i)            to such Shareholder’s Representatives in the normal course of the performance of their duties or to any financial institution providing credit to such Shareholder,

(ii)           to the extent required by applicable law, rule or regulation (including complying with any oral or written questions, interrogatories, requests for information or documents, subpoena, civil investigative demand or similar process to which a Shareholder is subject, provided that such Shareholder agrees to give the Company prompt notice of such request(s), to the extent practicable, so that the Company may seek an appropriate protective order or similar relief (and the Shareholder shall cooperate with such efforts by the Company, and shall in any event make only the minimum disclosure required by such law, rule or regulation)),

(iii)          to any Person to whom such Shareholder is contemplating a Transfer of its Common Shares, provided that such Transfer would not be in violation of the provisions of this Agreement and such potential transferee is advised of the confidential nature of such information and agrees to be bound by a confidentiality agreement consistent with the provisions hereof,

30

(iv)          to any regulatory authority or rating agency to which the Shareholder or any of its affiliates is subject or with which it has regular dealings, as long as such authority or agency is advised of the confidential nature of such information,

(v)           to the extent related to the tax treatment and tax structure of the transactions contemplated by this Agreement (including all materials of any kind, such as opinions or other tax analyses that the Company, its Affiliates or its Representatives have provided to such Shareholder relating to such tax treatment and tax structure), provided that the foregoing does not constitute an authorization to disclose the identity of any existing or future party to the transactions contemplated by this Agreement or their Affiliates or Representatives, or, except to the extent relating to such tax structure or tax treatment, any specific pricing terms or commercial or financial information, or

(vi)          if the prior written consent of the Board shall have been obtained.

Nothing contained herein shall prevent the use (subject, to the extent possible, to a protective order) of Confidential Information in connection with the assertion or defense of any claim by or against the Company or any Shareholder.

(b)           “Confidential Information” means any information concerning the Company or any Persons that are or become its Subsidiaries or the financial condition, business, operations or prospects of the Company or any such Persons in the possession of or furnished to any Shareholder (including by virtue of its present or former right to designate a director of the Company), provided that the term “Confidential Information” does not include information that (i) is or becomes generally available to the public other than as a result of a disclosure by a Shareholder or its directors, officers, employees, stockholders, members, partners, agents, counsel, auditors, investment advisers or other representatives (all such persons being collectively referred to as “Representatives”) in violation o f the applicable agreement, (ii) was available to such Shareholder on a non-confidential basis prior to its disclosure to such Shareholder or its Representatives by the Company or (iii) becomes available to such Shareholder on a non-confidential basis from a source other than the Company after the disclosure of such information to such Shareholder or its Representatives by the Company, which source is (at the time of receipt of the relevant information) not, to the best of such Shareholder’s knowledge, bound by a confidentiality agreement with (or other confidentiality obligation to) the Company or another Person or (iv) is independently developed by such Shareholder without violating any confidentiality agreement with, or other obligation of secrecy to, the Company.

Section 6.02         Reports. The Company agrees to use its reasonable best efforts to furnish to each of the HSBC Co-Investors and the Morgan Stanley Investors, for so long as each of the HSBC Co-Investor and each of the Morgan Stanley Investors, respectively, owns at least 5% of the outstanding Common Shares, calculated on a Fully Diluted basis:

(a)           as soon as practicable and, in any event within 30 days after the end of each month, the unaudited consolidated balance sheet of the Company and its Subsidiaries as at the end of such month and the related unaudited statement of operations and cash flow (if available) for such month, and for the portion of the fiscal year then ended, in each case prepared in

31

accordance with GAAP, setting forth in comparative form the figures for the corresponding month and portion of the previous fiscal year, and the figures for the corresponding month and portion of the then current fiscal year as set forth in the Company’s annual operating budget,

(b)           as soon as practicable and, in any event, within 45 days after the end of each of the first three fiscal quarters of each fiscal year, the unaudited consolidated balance sheet of the Company and its Subsidiaries as at the end of such quarter and the related unaudited statement of operations and cash flow for such quarter and for the portion of the fiscal year then ended, in each case prepared in accordance with GAAP,

(c)           as soon as practicable and, in any event, within 90 days after the end of each fiscal year, (i) the audited consolidated balance sheet of the Company and its Subsidiaries as at the end of such fiscal year and the related audited statement of operations and cash flow for such fiscal year, and for the portion of the fiscal year then ended, in each case prepared in accordance with GAAP and certified by Deloitte & Touche or another firm of independent public accountants, together with a comparison of the figures set forth in such financial statements with the figures for the previous fiscal year and the figures in the Company’s annual operating budget, (ii) any management letters or other correspondence from such accountants and (iii) the Company’s annual operating budget for the coming fiscal year,

(d)           promptly following the preparation thereof, a copy of any material revisions to the annual operating budget delivered pursuant to clause (c) above, and

(e)           promptly upon their becoming available, copies of (i) all financial statements, reports, notices and proxy statements sent or made generally available by the Company to any of its security holders, (ii) all regular and periodic reports and all registration statements and prospectuses filed by the Company with any securities exchange or with the SEC and (iii) all press releases and other statements made generally available by the Company to the public.

Section 6.03         Inspection of Company Books and Records. The Company agrees to grant to the HSBC Co-Investors and the Morgan Stanley Investors, for so long as each of the HSBC Co-Investors and the Morgan Stanley Investors owns at least 5% of the outstanding Common Shares, calculated on a Fully Diluted basis:

(a)           the right to inspect the books and records of the Company during normal business hours and upon reasonable advance notice; and

(b)           the right to contact the Company’s independent public accountants and counsel upon reasonable advance notice to the Company.

Section 6.04         Limitations on Subsequent Registration Rights. The Company agrees that it shall not enter into any agreement with any holder or prospective holder of any securities of the Company (a) that would allow such holder or prospective holder to include such securities in any Demand Registration or Piggyback Registration unless, under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that their inclusion would not reduce the amount of the Registrable Securities of the Shareholders included therein or (b) on terms otherwise more favorable than this Agreement. The Company also represents and warrants to each Shareholder that it has not previously entered

32

into any agreement with respect to any of its securities granting any registration rights to any Person, other than the Original Agreement.

Section 6.05         Conflicting Agreements. The Company and each Shareholder represents and agrees that it shall not (a) grant any proxy or enter into or agree to be bound by any voting trust or agreement with respect to any Company Securities, except as expressly contemplated by this Agreement, (b) enter into any agreement or arrangement of any kind with any Person with respect to any Company Securities inconsistent with the provisions of this Agreement or for the purpose or with the effect of denying or reducing the rights of any other Shareholder under this Agreement, including agreements or arrangements with respect to the Transfer or voting of its Company Securities or (c) act, for any r eason, as a member of a group or in concert with any other Person in connection with the Transfer or voting of its Company Securities in any manner that is inconsistent with the provisions of this Agreement.

ARTICLE 7
MISCELLANEOUS

Section 7.01         Binding Effect; Assignability; Benefit. (a) This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective heirs, successors, legal representatives and permitted assigns. Any Shareholder that ceases to own beneficially any Company Securities shall cease to be bound by the terms hereof (other than (i) the provisions of Sections 5.05, 5.06, 5.07, 5.08 and 5.10 applicable to such Shareholder with respect to any offering of Registrable Securities completed before the date such Shareholder ceased to own any Company Securities and (ii) Sections 6.01, 7.02, 7.05, 7.06, Section 7.07 and 7.08).

(b)           Neither this Agreement nor any right, remedy, obligation or liability arising hereunder or by reason hereof shall be assignable by any Other Shareholder hereto pursuant to any Transfer of Company Securities or otherwise, except that any Permitted Transferee acquiring Company Securities shall comply with Section 3.05 on or before such acquisition.

(c)           Nothing in this Agreement, expressed or implied, is intended to confer on any Person other than the parties hereto, and their respective heirs, successors, legal representatives and permitted assigns, any rights, remedies, obligations or liabilities under or by reason of this Agreement.

Section 7.02         Notices. All notices, requests and other communications to any party hereunder shall be in writing (including facsimile transmission and email transmission, so long as a receipt of such email is requested and received) and shall be given,

if to the Company, to:

Tops Holding Corporation

P.O. Box 1027

Buffalo, New York 14240

Attention: Francis Curci

Facsimile No.: (716) 635-5102

E-mail: fcurci@topsmarkets.com

33

with a copy to:

Winston & Strawn LLP

200 Park Avenue

New York, New York 10166

Attention: Dominick P. DeChiara, Esq.

Facsimile No.: (212) 294-4700

E-mail: ddechiara@winston.com

if to Morgan Stanley Investors, to:

Morgan Stanley Capital Partners V U.S. Holdco, LLC

1585 Broadway, Floor 29

New York, NY  10036

Attention:  Gary Matthews, Eric Fry and Eric Kanter

Facsimile No.:  (201) 214-6371

E-mail: gary.matthews@morganstanley.com

eric.fry@morganstanley.com

eric.kanter@morganstanley.com

with a copy to:

Winston & Strawn LLP

200 Park Avenue

New York, New York 10166

Attention: Dominick P. DeChiara, Esq.

Facsimile No.: (212) 294-4700

E-mail: ddechiara@winston.com

if to HSBC Co-Investors, to:

HSBC Capital (USA) Inc.

425 Fifth Avenue

New York, NY 10018

Attention: Andrew Trigg

Facsimile No.: (212) 525-8047

E-mail: andrew.trigg@us.hsbc.com

with a copy to:

[Name]

[Address]

[E-mail]

or such other address or facsimile number as such party may hereafter specify for the purpose by notice to the other parties hereto. All such notices, requests and other communications shall be

34

deemed received on the date of receipt by the recipient thereof if received prior to 5:00 p.m. in the place of receipt and such day is a business day in the place of receipt. Otherwise, any such notice, request or communication shall be deemed not to have been received until the next succeeding business day in the place of receipt.

Section 7.03         Waiver; Amendment. (a) No provision of this Agreement may be waived except by an instrument in writing executed by the party against whom the waiver is to be effective. No provision of this Agreement may be amended or otherwise modified except by an instrument in writing executed by the Company with approval of the Board and Shareholders holding at least a majority of the then outstanding Common Shares, calculated on a Fully-Diluted basis, held by the parties hereto at the time of such proposed amendment or modification. For the avoidance of doubt, Sections Section 2.04, Section 2.08, Section 2.06, Section 2.09, Section 3.04 Section 4.05, Section 5 .01 (with respect to the HSBC Co-Investor Demand) and Section 6.02 (in each case, solely with respect to the rights of the HSBC Co-Investors) may not be amended in a manner that would adversely affect the rights, privileges or interests of the HSBC Co-Investors without the prior written consent of the HSBC Co-Investors.  A Majority in Interest of the Morgan Stanley Investors may grant a waiver or effect a modification or amendment to this Agreement on behalf of all Morgan Stanley Investors, a Majority in Interest of the HSBC Co-Investors may grant a wavier or effect a modification or amendment to this Agreement on behalf of all HSBC Co-Investors, and a Majority in Interest of the Management Shareholders may grant a waiver or effect a modification or amendment to this Agreement on behalf of all Management Shareholders.

(b)           In addition, any amendment or modification of any provision of this Agreement that would adversely affect any Shareholder on a basis disproportionate to the other Shareholders may be effected only with the prior written consent of such Shareholder.

Section 7.04         Fees and Expenses. The Company shall pay all reasonable out-of-pocket costs and expenses of all of the Morgan Stanley Investors and the HSBC Co-Investors, including the reasonable fees and expenses of counsel, incurred in connection with the preparation of this Agreement, or any amendment or waiver hereof.

Section 7.05         Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York, without regard to the conflicts of laws rules of such state.

Section 7.06         Jurisdiction. The parties hereby agree that any suit, action or proceeding seeking to enforce any provision of or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby shall be brought in the United States District Court for the Southern District of New York or any New York State court sitting in New York City, so long as one of such courts shall have subject matter jurisdiction over such suit, action or proceeding, and that any case of action arising out of this Agreement shall be deemed to have arisen from a transaction of business in the State of New York, and each of the parties hereby irrevocably consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or

35

proceeding which is brought in any such court has been brought in an inconvenient form. Process in any such suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court. Without limiting the foregoing, each party agrees that service of process on such party as provided in Section 7.02 shall be deemed effective service of process on such party.

Section 7.07         Waiver Of Jury Trial. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY WRY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Section 7.08         Specific Enforcement. Each party hereto acknowledges that the remedies at law of the other parties for a breach or threatened breach of this Agreement would be inadequate and, in recognition of this fact, any party to this Agreement, without posting any bond, and in addition to all other remedies that may be available, shall be entitled to obtain equitable relief in the form of specific performance, a temporary restraining order, a temporary or permanent injunction or any other equitable remedy that may then be available.

Section 7.09         Counterparts; Effectiveness; Third Party Beneficiaries. This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. Executed signature pages delivered by facsimile or email will be treated in all respects as original signature pages. This Agreement shall become effective when each party hereto shall have received a counterpart hereof signed by all of the other parties hereto. Until and unless each party has received a counterpart hereof signed by the other party hereto, this Agreement shall have no effect and no party shall have any right or obligation here under (whether by virtue of any other oral or written agreement or other communication). No provision of this Agreement is intended to confer any rights, benefits, remedies, obligations, or liabilities hereunder upon any Person other than the parties hereto and their respective successors and assigns.

Section 7.10         Entire Agreement. This Agreement and the Subscription Agreements (which includes the annexes, attachments, schedules and exhibits hereto and thereto) constitute the entire agreement among the parties with respect to the subject matter hereof and thereof and supersede all prior and contemporaneous agreements and understandings, both oral and written, among the parties with respect such subject matter, including the Original Agreement.

Section 7.11         Severability. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction or other authority to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party. Upon such a determination, the parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable man ner so that the transactions contemplated hereby be consummated as originally contemplated to the fullest extent possible.

36

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized officers as of the day and year first above written.

THE COMPANY:
TOPS HOLDING CORPORATION
By:	/s/
	Name:
	Title:

THE MORGAN STANLEY INVESTORS:
MORGAN STANLEY CAPITAL PARTNERS V U.S. HOLDCO LLC
By: Morgan Stanley Capital Partners V Cayman L.P., its managing member
By: MS Capital Partners V GP L.P., its general partner
By: MSCP V GP Inc., its general partner
By:	/s/
	Name:
	Title:

THE HSBC CO- INVESTORS:
HSBC EQUITY PARTNERS USA, L.P.
By:	HSBC Equity Investors USA, L.P.,
	its General Partner
By:	HSBC Equity GP, LLC,
	its General Partner
By:	HSBC Capital (USA) Inc.,
	its Managing Partner
By:	/s/
	Name:
	Title:
HSBC PRIVATE EQUITY PARTNERS II USA LP
By:	HSBC Private Equity Investors II L.P.,
	as General Partner
By:	HSBC PEP II GP LLC,
	as General Partner
By:	HSBC Capital (USA) Inc.,
	its Sole Member
By:	/s/
	Name:
	Title:

THE MANAGEMENT SHAREHOLDERS:

/s/ Francis Curci

Name: Francis Curci

/s/ Kevin Darrington

Name: Kevin Darrington

/s/ John Persons

Name: John Persons

/s/ Patrick Curran

Name: Patrick Curran

/s/ Thomas Fitzgerald

Name: Thomas Fitzgerald

/s/ Jack Barrett

Name: Jack Barrett

/s/ Michael Metz

Name: Michael Metz

ADDITIONAL HOLDERS:
TURBIC INC.
	By:	/s/
		Name:
		Title:
/s/
Greg Josefowicz
BEGAIN COMPANY LIMITED
By:	/s/
	Name:
	Title:

EXHIBIT A

JOINDER TO AMENDED AND RESTATED SHAREHOLDERS’ AGREEMENT

This Joinder Agreement (this “Joinder Agreement”) is made as of the date written below by the undersigned (the “Joining Party”) in accordance with the Amended and Restated Shareholders’ Agreement dated as of January     , 2010 (the “Shareholders’ Agreement”) among Tops Holding Corporation and the shareholders party thereto, as the same may be amended from time to time. Capitalized terms used, but not defined, herein shall have the meaning ascribed to such terms in the Shareholders’ Agreement.

The Joining Party hereby acknowledges, agrees and confirms that, by its execution of this Joinder Agreement, the Joining Party shall be deemed to be a party to the Shareholders’ Agreement as of the date hereof and shall have all of the rights and obligations of a [Morgan Stanley Investor/HSBC Co-Investor/Management Shareholder/Additional Holder]. The Joining Party hereby ratifies, as of the date hereof, and agrees to be bound by, all of the terms, provisions and conditions contained in the Shareholders’ Agreement.

IN WITNESS WHEREOF, the undersigned has executed this Joinder Agreement as of the date written below.

Date:                               ,       

[NAME OF JOINING PARTY]
By:
	Name:
	Title:
Address for Notices:

EX-5.1

Exhibit 5.1

[LETTERHEAD OF SHEARMAN & STERLING LLP]

July 9, 2010

Tops Holding Corporation
Tops Markets, LLC

6363 Main Street
Williamsville, New York 14221

Ladies and Gentlemen:

We have acted as counsel to Tops Holding Corporation, a Delaware corporation (“Tops Holding”), and Tops Markets, LLC, a New York limited liability company (“Tops Markets”, and together with Tops Holding, the “Issuers”), in connection with the preparation and filing by the Issuers of a registration statement on Form S-4 (the “Registration Statement”) with the Securities and Exchange Commission relating to the issuance of $350,000,000 aggregate principal amount of the Issuers’ 10.125% Senior Secured Notes due 2015 (the “Exchange Notes”) and the unconditional guarantees as to the payment of principal and interest on the Exchange Notes (the “Exchange Note Guarantees”) by the guarantors listed on Schedule I hereto (collectively, the “Guarantors”).  Pursuant to the Registration Statement, the Issuers are offering to exchange (the “Exchange Offer”) all of the Exchange Notes for a like amount of their outstanding unregistered 10.125% Senior Secured Notes due 2015 (the “Old Notes”), and to exchange the Exchange Note Guarantees for the outstanding unregistered unconditional guarantees as to the payment of principal and interest on the Old Notes by the Guarantors (the “Old Note Guarantees”). The Exchange Notes and the Exchange Note Guarantees will be registered under the Securities Act as set forth in the prospectus forming a part of the Registration Statement (the “Prospectus”) and will be issued upon consummation of the Exchange Offer.  The Old Notes and the Old Note Guarantees were, and the Exchange Notes and the Exchange Note Guarantees will be issued pursuant to an indenture, dated as of October 9, 2009, as supplemented by a supplemental indenture dated as of January 29, 2010, and as further supplemented by a second supplemental indenture dated as of February 12, 2010 (collectively, the “Indenture”), among the Issuers, the Guarantors and U.S. Bank National Association, as trustee (the “Trustee”).

In connection with the preparation and filing of the Registration Statement, we have reviewed originals or copies of the following documents:

(a)The Indenture.

(b)A specimen of the Exchange Notes.

The documents described in the foregoing clauses (a) and (b) are collectively referred to herein as the “Opinion Documents”.

We have also reviewed the following:

(a)The Registration Statement.

(b)The Prospectus.

(c)The registration rights agreement dated October 9, 2009 by and among the Issuers, the guarantors party thereto and Morgan Stanley & Co. Incorporated, Banc of America Securities LLC and HSBC Securities (USA) Inc..

(d)The registration rights agreement dated February 12, 2010 by and among the Issuers, the guarantors party thereto and Morgan Stanley & Co. Incorporated and Banc of America Securities LLC.

(e)Originals or copies of such other corporate records of the Issuers and their subsidiaries, certificates of public officials and of officers of the Issuers and their subsidiaries and agreements and other documents as we have deemed necessary as a basis for the opinions expressed below.

In our review of the Opinion Documents and other documents, we have assumed:

(a)The genuineness of all signatures.

(b)The authenticity of the originals of the documents submitted to us.

(c)The conformity to authentic originals of any documents submitted to us as copies.

(d)As to matters of fact, the truthfulness of the representations made in the Opinion Documents and in certificates of public officials and officers of the Issuers and the Guarantors.

(e)That each of the Opinion Documents is the legal, valid and binding obligation of each party thereto, other than the Issuers, enforceable against each such party in accordance with its terms.

(f)That:

(i)Each of the Issuers and the Guarantors is duly organized and validly existing under the laws of the jurisdiction of its organization.

(ii)Each of the Issuers and the Guarantors has the full power to execute, deliver and perform, and has duly executed and delivered, the Opinion Documents to which it is a party.

(iii)The execution, delivery and performance by each of the Issuers and the Guarantors of the Opinion Documents to which it is a party have been duly authorized by all necessary action (corporate or otherwise) and do not:

(A)contravene its certificate or articles of incorporation, bylaws or other organizational documents;

(B)violate any law, rule or regulation applicable to it; or

(C)result in any conflict with or breach of any agreement or document binding on it.

(iv)No authorization, approval, consent or other action by, and no notice to or filing with, any governmental authority or regulatory body or any other third party is required for the due execution, delivery or performance by any of the Issuers or the Guarantors of any Opinion Document to which it is a party or, if any such authorization, approval, consent, action, notice or filing is required, it has been duly obtained, taken, given or made and is in full force and effect.

We have not independently established the validity of the foregoing assumptions.

“Generally Applicable Law” means the federal law of the United States of America, and the law of the State of New York (including the rules or regulations promulgated thereunder or pursuant thereto), that a New York lawyer exercising customary professional diligence would reasonably be expected to recognize as being applicable to the Issuers or the Guarantors, the Opinion Documents or the transactions governed by the Opinion Documents.  Without limiting the generality of the foregoing definition of Generally Applicable Law, the term “Generally Applicable Law” does not include any law, rule or regulation that is applicable to the Issuers, the Opinion Documents or such transactions solely because such law, rule or regulation is part of a regulatory regime applicable to any party to any of the Opinion Documents or any of its affiliates due to the specific assets or business of such party or such affiliate.

Based upon the foregoing and upon such other investigation as we have deemed necessary and subject to the assumptions and qualifications set forth herein, we are of the opinion that:

1.The Indenture constitutes a legal, valid and binding agreement of each of the Issuers and the Guarantors, enforceable against each of the Issuers and the Guarantors in accordance with its terms.

2.When duly executed and delivered by the Issuers and authenticated by the Trustee in accordance with the terms of the Indenture, and if and when issued upon consummation of the Exchange Offer as set forth in the Registration Statement, the Exchange Notes will be the legal, valid and binding obligations of the Issuers, enforceable against the Issuers in accordance with their terms and entitled to the benefits of the Indenture.

3.If and when issued upon consummation of the Exchange Offer as set forth in the Registration Statement, the Exchange Note Guarantees will be the legal, valid and binding obligations of each of the Guarantors, enforceable against each of the Guarantors in accordance with its terms and entitled to the benefits of the Indenture.

Our opinions expressed above are subject to the following qualifications:

(a)Our opinions above are subject to the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally (including without limitation all laws relating to fraudulent transfers).

(b)Our opinions above are also subject to the effect of general principles of equity, including without limitation concepts of materiality, reasonableness, good faith and fair dealing (regardless of whether considered in a proceeding in equity or at law).

(c)Our opinions above are limited to  Generally Applicable Law and we do not express any opinion herein concerning any other law.

This opinion letter is rendered to you in connection with the transactions contemplated by the Opinion Documents.  This opinion letter may not be relied upon by you for any other purpose without our prior written consent.

This opinion letter speaks only as of the date hereof.  We expressly disclaim any responsibility to advise you of any development or circumstance of any kind, including any change of law or fact, that may occur after the date of this opinion letter that might affect the opinions expressed herein.

We hereby consent to the filing of this opinion letter as an exhibit to the Registration Statement and to the use of our name under the heading “Legal Matters” in the Prospectus.

Very truly yours,

/s/ Shearman & Sterling LLP

Schedule I

Tops PT, LLC

Tops Gift Card Company, LLC

EX-10.1

Exhibit 10.1

CREDIT AGREEMENT

Dated as of October 9, 2009

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, Collateral Agent, Swing Line Lender
and
L/C Issuer,

and

The LENDERS Party Hereto

BANC OF AMERICA SECURITIES LLC
MORGAN STANLEY SENIOR FUNDING, INC.
as Joint Lead Arrangers and Joint Bookrunners

HSBC BUSINESS CREDIT (USA) INC.
as Documentation Agent

TABLE OF CONTENTS

Section		Page
ARTICLE I DEFINITIONS AND ACCOUNTING TERMS		1
1.01	Defined Terms	1
1.02	Other Interpretive Provisions	59
1.03	Accounting Terms	60
1.04	Rounding	61
1.05	Times of Day	61
1.06	Letter of Credit Amounts	61
ARTICLE II THE COMMITMENTS AND CREDIT EXTENSIONS		61
2.01	Committed Loans; Reserves	61
2.02	Borrowings, Conversions and Continuations of Committed Loans	62
2.03	Letters of Credit	65
2.04	Swing Line Loans	75
2.05	Prepayments	78
2.06	Termination or Reduction of Commitments	80
2.07	Repayment of Loans	81
2.08	Interest	81
2.09	Fees	82
2.10	Computation of Interest and Fees	83
2.11	Evidence of Debt	83
2.12	Payments Generally; Administrative Agent’s Clawback	84
2.13	Sharing of Payments by Lenders	86
2.14	Settlement Amongst Lenders	86
2.15	Increase in Commitments	87
ARTICLE III TAXES, YIELD PROTECTION AND ILLEGALITY; APPOINTMENT OF LEAD BORROWER		89
3.01	Taxes	89
3.02	Illegality	91
3.03	Inability to Determine Rates	92
3.04	Increased Costs; Reserves on LIBO Rate Loans	92
3.05	Compensation for Losses	94
3.06	Mitigation Obligations; Replacement of Lenders	94
3.07	Survival	95
3.08	Designation of Lead Borrower as Borrowers’ Agent	95
ARTICLE IV CONDITIONS PRECEDENT TO CREDIT EXTENSIONS		95
4.01	Conditions of Initial Credit Extension	95
4.02	Conditions to all Credit Extensions	99
ARTICLE V REPRESENTATIONS AND WARRANTIES		100
5.01	Existence, Qualification and Power	100
5.02	Authorization; No Contravention	100

i

5.03	Governmental Authorization; Other Consents	101
5.04	Binding Effect	101
5.05	Financial Statements; No Material Adverse Effect	101
5.06	Litigation	102
5.07	No Default	102
5.08	Ownership of Property; Liens	102
5.09	Environmental Compliance	103
5.10	Insurance	103
5.11	Taxes	104
5.12	ERISA Compliance	104
5.13	Subsidiaries; Equity Interests	105
5.14	Margin Regulations; Investment Company Act	105
5.15	Disclosure	105
5.16	Compliance with Laws	106
5.17	Intellectual Property; Licenses, Etc.	106
5.18	Labor Matters	106
5.19	Security Documents	107
5.20	Solvency	108
5.21	Deposit Accounts; Credit Card Arrangements	108
5.22	Brokers	108
5.23	Material Contracts	108
5.24	Casualty	109
5.25	Pharmaceutical Laws	109
5.26	HIPAA Compliance	109
5.27	Compliance With Health Care Laws	110
ARTICLE VI AFFIRMATIVE COVENANTS		111
6.01	Financial Statements	111
6.02	Certificates; Other Information	112
6.03	Notices	115
6.04	Payment of Obligations	116
6.05	Preservation of Existence, Etc.	116
6.06	Maintenance of Properties	116
6.07	Maintenance of Insurance	117
6.08	Compliance with Laws	118
6.09	Books and Records; Accountants	118
6.10	Inspection Rights	118
6.11	Use of Proceeds	119
6.12	Additional Loan Parties	119
6.13	Cash Management	120
6.14	Information Regarding the Collateral	122
6.15	Physical Inventories	123
6.16	Environmental Laws	123
6.17	Further Assurances	123
6.18	Compliance with Terms of Leaseholds	124
6.19	Material Contracts	124
6.20	Post-Closing Matters	124

ii

ARTICLE VII NEGATIVE COVENANTS		125
7.01	Liens	126
7.02	Investments	126
7.03	Indebtedness	126
7.04	Fundamental Changes	126
7.05	Dispositions	126
7.06	Restricted Payments	126
7.07	Repayments and Prepayments of Indebtedness	127
7.08	Change in Nature of Business	128
7.09	Transactions with Affiliates	128
7.10	Burdensome Agreements	129
7.11	Use of Proceeds	131
7.12	Amendment of Material Documents	131
7.13	Fiscal Year; Changes Regarding the Collateral	131
7.14	Blocked Accounts; Credit Card Processors	132
7.15	Consolidated Fixed Charge Coverage Ratio	132
ARTICLE VIII EVENTS OF DEFAULT AND REMEDIES		132
8.01	Events of Default	132
8.02	Remedies Upon Event of Default	135
8.03	Application of Funds	136
ARTICLE IX ADMINISTRATIVE AGENT		138
9.01	Appointment and Authority	138
9.02	Rights as a Lender	138
9.03	Exculpatory Provisions	139
9.04	Reliance by Agents	140
9.05	Delegation of Duties	140
9.06	Resignation of Agents	140
9.07	Non-Reliance on Administrative Agent and Other Lenders	141
9.08	Administrative Agent May File Proofs of Claim	141
9.09	Collateral and Guaranty Matters	142
9.10	Notice of Transfer	143
9.11	Reports and Financial Statements	143
9.12	Agency for Perfection	144
9.13	Indemnification of Agents	144
9.14	Relation among Lenders	144
9.15	Defaulting Lender	144
9.16	Syndication Agents and Co-Lead Arrangers	146
ARTICLE X MISCELLANEOUS		146
10.01	Amendments, Etc.	146
10.02	Notices; Effectiveness; Electronic Communications	148
10.03	No Waiver; Cumulative Remedies	150
10.04	Expenses; Indemnity; Damage Waiver	150
10.05	Payments Set Aside	151

iii

10.06	Successors and Assigns	152
10.07	Treatment of Certain Information; Confidentiality	156
10.08	Right of Setoff	157
10.09	Interest Rate Limitation	157
10.10	Counterparts; Integration; Effectiveness	157
10.11	Survival	158
10.12	Severability	158
10.13	Replacement of Lenders	158
10.14	Governing Law; Jurisdiction; Etc.	159
10.15	Waiver of Jury Trial	160
10.16	No Advisory or Fiduciary Responsibility	160
10.17	USA PATRIOT Act Notice	161
10.18	Foreign Asset Control Regulations	161
10.19	Time of the Essence	162
10.20	Press Releases	162
10.21	Additional Waivers	162
10.22	No Strict Construction	164
10.23	Attachments	164
10.24	Intercreditor Agreement	164
SIGNATURES		S-1

iv

SCHEDULES

1.01		Borrowers
1.02		Guarantors
2.01		Commitments and Applicable Percentages
5.01		Loan Parties; Organizational Information
5.06		Litigation
5.08(b)(1)		Owned Real Estate
5.08(b)(2)		Leased Real Estate
5.09		Environmental Matters
5.10		Insurance
5.13		Subsidiaries; Other Equity Investments
5.17		Intellectual Property Matters
5.18		Collective Bargaining Agreements
5.21(a)		DDAs
5.21(b)		Credit Card Arrangements
5.23		Material Contracts
5.26(b)		Business Associate Agreements
5.27(d)		Participation Agreements
6.02		Financial and Collateral Reporting
7.01		Existing Liens
7.02		Existing Investments
7.03		Existing Indebtedness
7.09		Transactions with Affiliates
10.02		Administrative Agent’s Office; Certain Addresses for Notices
EXHIBITS
	Form of
A-1	Committed Loan Notice
A-2	Conversion/Continuation Notice
B	Swing Line Loan Notice
C	Note
D	Compliance Certificate
E	Assignment and Assumption
F	Borrowing Base Certificate
G	Credit Card Notification
H	Joinder Agreement

v

CREDIT AGREEMENT

This CREDIT AGREEMENT (“Agreement”) is entered into as of October 9, 2009, among

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;

the BORROWERS now or hereafter party hereto;

the GUARANTORS now or hereafter party hereto;

each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”); and

BANK OF AMERICA, N.A., as Administrative Agent, Collateral Agent, Swing Line Lender and L/C Issuer.

The Borrowers have requested that the Lenders provide a revolving credit facility, and the Lenders have indicated their willingness to lend and the L/C Issuer has indicated its willingness to issue Letters of Credit, in each case on the terms and conditions set forth herein.

In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:

ARTICLE I
DEFINITIONS AND ACCOUNTING TERMS

1.01 Defined Terms.  As used in this Agreement, the following terms shall have the meanings set forth below:

“ABL Priority Collateral” has the meaning given that term in the Intercreditor Agreement.

“Accelerated Borrowing Base Delivery Event” means either (i) the occurrence and continuance of any Event of Default, or (ii) the failure of the Borrowers to maintain Availability at least equal to Fourteen Million Dollars ($14,000,000) at the End of any Business Day.   For purposes of this Agreement, the occurrence of an Accelerated Borrowing Base Delivery Event shall be deemed continuing at the Administrative Agent’s option (i) so long as such Event of Default has not been waived, and/or (ii) if the Accelerated Borrowing Base Delivery Event arises as a result of the Borrowers’ failure to maintain Availability as required hereunder, until Availability has exceeded Fourteen Million Dollars ($14,000,000) at the End of each calendar day for sixty (60) consecutive calendar days, in which case an Accelerated Borrowing Base Delivery Event shall no longer be deemed to be continuing for purposes of this Agreement.

“ACH” means automated clearing house transfers.

“Accommodation Payment” as defined in Section 10.21(d).

1

“Account” means “accounts” as defined in the UCC, and also means a right to payment of a monetary obligation, whether or not earned by performance, (a) for property that has been or is to be sold, leased, licensed, assigned, or otherwise disposed of, (b) for services rendered or to be rendered, (c) for a policy of insurance issued or to be issued, (d) for a secondary obligation incurred or to be incurred, (e) for energy provided or to be provided, (f) for the use or hire of a vessel under a charter or other contract, (g) arising out of the use of a credit or charge card or information contained on or for use with the card, or (h) as winnings in a lottery or other game of chance operated or sponsored by a state, governmental unit of a state, or person licensed or authorized to operate the game by a state or governmental unit of a state.  The term “Account” includes health-care-insurance receivables.

“Acquisition” means, with respect to any Person (a) a purchase of a Controlling interest in the Equity Interests of any other Person, (b) a purchase or other acquisition of all or substantially all of the assets or properties of, another Person or of any business unit of another Person, (c) any merger or consolidation of such Person with any other Person or other transaction or series of transactions resulting in the acquisition of all or substantially all of the assets, or a Controlling interest in the Equity Interests, of any Person, or (d) any acquisition of any Store locations of any Person, in each case in any transaction or group of transactions which are part of a common plan.

“Additional Commitment Lender” has the meaning provided in Section 2.15(c).

“Adjusted LIBO Rate” means, with respect to any LIBO Borrowing for any Interest Period, an interest rate per annum (rounded upwards, if necessary, to the next 1/16 of one percent (1%)) equal to (a) the LIBO Rate for such Interest Period multiplied by (b) the Statutory Reserve Rate.  The Adjusted LIBO Rate will be adjusted automatically as to all LIBO Borrowings then outstanding as of the effective date of any change in the Statutory Reserve Rate.

“Adjustment Date” means the first day of each calendar quarter, provided that the first Adjustment Date after the Closing Date shall be June 1, 2010.

“Administrative Agent” means Bank of America, in its capacity as administrative agent under any of the Loan Documents, or any successor administrative agent.

“Administrative Agent’s Account” has the meaning provided in Section 6.13(c).

“Administrative Agent’s Office” means the Administrative Agent’s address and, as appropriate, account as set forth on Schedule 10.02, or such other address or account as the Administrative Agent may from time to time notify the Lead Borrower and the Lenders.

“Administrative Questionnaire” means an Administrative Questionnaire in a form supplied by the Administrative Agent.

“Affiliate” means, with respect to any Person, (i) another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified, (ii) any other Person directly or indirectly holding 15% or more of any class of the Equity Interests of that Person, and (iii) any other Person 15% or more of any class of whose Equity Interests is held directly or indirectly by that Person.

2

“Agent Parties” has the meaning specified in Section 10.02(c).

“Agent(s)” means, individually, the Administrative Agent or the Collateral Agent and, collectively, means both of them.

“Aggregate Commitments” means the Commitments of all of the Lenders. As of the Closing Date, the Aggregate Commitments shall be $70,000,000, as such amount may be increased, decreased or otherwise modified pursuant to the terms of this Agreement.

“Agreement” means this Credit Agreement.

“Allocable Amount” has the meaning specified in Section 10.21(d).

“Applicable Margin” means:

(a)     From and after the Closing Date until the first Adjustment Date, the percentages set forth in Level II of the pricing grid below, unless Average Daily Availability does not support the requirements of Level II or lower, in which event the Applicable Margin will be set at Level III.  In no event shall the Applicable Margin be set at Level I prior to the first Adjustment Date (even if the Average Daily Availability requirements for Level I have been met); and

(b)     From and after the first Adjustment Date, the Applicable Margin shall be determined from the following pricing grid based upon Average Daily Availability for the most recent calendar quarter ended immediately preceding such Adjustment Date; provided, however, that notwithstanding anything to the contrary set forth herein, upon the occurrence and during the continuance of an Event of Default, the Administrative Agent may, and at the direction of the Required Lenders shall, immediately increase the Applicable Margin to that set forth in Level III (even if the Average Daily Availability requirements for a different Level have been met) and interest shall accrue at the Default Rate; provided further that, if any of the financial statements delivered pursuant to Section 6.01 of this Agreement or any Borrowing Base Certificate is at any time restated or otherwise revised (including as a result of an audit), or if the information set forth in any such financial statements or any such Borrowing Base Certificate otherwise proves to be false or incorrect such that the Applicable Margin would have been higher than was otherwise in effect during any period, without constituting a waiver of any Default or Event of Default arising as a result thereof, interest due under this Agreement shall be immediately recalculated at such higher rate for any applicable periods and shall be due and payable on demand.

3

Level	Average Daily Availability	Applicable Margin for LIBO Rate Loans	Applicable Margin for Prime Rate Loans
I	Greater than $47,000,000	3.50%	2.50%
II	Less than or equal to $47,000,000 but greater than $23,000,000	3.75%	2.75%
III	Less than or equal to $23,000,000	4.00%	3.00%

“Applicable Percentage” means, with respect to any Lender at any time, the percentage (carried out to the ninth decimal place) of the Aggregate Commitments represented by such Lender’s Commitment at such time.  If the commitment of each Lender to make Loans and the obligation of the L/C Issuer to make L/C Credit Extensions have been terminated pursuant to Section 2.06 or Section 8.02 or if the Aggregate Commitments have expired, then the Applicable Percentage of each Lender shall be determined based on the Applicable Percentage of such Lender most recently in effect, giving effect to any subsequent assignments.  The initial Applicable Percentage of each Lender is set forth opposite the name of such Lender on Schedule 2.01 or in the Assignment and Assumption pursuant to which such Lender becomes a party hereto, as applicable.

“Appraised Value” means (a) with respect to Borrowers’ Eligible Inventory, the appraised orderly liquidation value, net of costs and expenses to be incurred in connection with any such liquidation, which value is expressed as a percentage of Cost of the Borrowers’ Eligible Inventory as set forth in the Borrowers’ inventory stock ledger, which value shall be determined from time to time by the most recent appraisal undertaken by an independent appraiser engaged by the Administrative Agent using a methodology substantially consistent with the methodology utilized in connection with the Initial Appraisal, or (b) with respect to Borrower’s Prescription Lists, the appraised orderly liquidation value, net of costs and expenses to be incurred in connection with any such liquidation, of the Borrowers’ Prescription Lists, which value shall be determined from time to time by the most recent appraisal undertaken by an independent appraiser engaged by the Administrative Agent using a methodology substantially consistent with the methodology utilized in connection with the Initial Appraisal.

“Approved Fund” means any Fund that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender.

“Arrangers” means Banc of America Securities LLC and Morgan Stanley Senior Funding, Inc., in their capacities as joint lead arrangers.

4

“Assignee Group” means two or more Eligible Assignees that are Affiliates of one another or two or more Approved Funds managed by the same investment advisor.

“Assignment and Assumption” means an assignment and assumption entered into by a Lender and an Eligible Assignee (with the consent of any party whose consent is required by Section 10.06(b)), and accepted by the Administrative Agent, in substantially the form of Exhibit E or any other form approved by the Administrative Agent.

“Attributable Indebtedness” means, on any date, (a) in respect of any Capital Lease Obligation of any Person, the capitalized amount thereof that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP, and (b) in respect of any Synthetic Lease Obligation, the capitalized amount of the remaining lease or similar payments under the relevant lease or other applicable agreement or instrument that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP if such lease, agreement or instrument were accounted for as a capital lease.

“Audited Financial Statements” means the audited Consolidated balance sheet of the Parent and its Subsidiaries for the Fiscal Year ended December 27, 2008, and the related Consolidated statements of income or operations, Shareholders’ Equity and cash flows for such fiscal year of the Parent and its Subsidiaries, including the notes thereto.

“Auto-Extension Letter of Credit” has the meaning provided in Section 2.03(b)(iii).

“Availability” means, as of any date of determination thereof by the Administrative Agent, the result, if a positive number, of:

(a)           The Loan Cap as of such date;

Minus

(b)           The Total Outstandings on such date.

In calculating Availability at any time and for any purpose under this Agreement, the Lead Borrower shall certify to the Administrative Agent that all accounts payable and Taxes are being paid on a timely basis (absent which the Administrative Agent may establish a Reserve therefor).

“Availability Condition” means, at the time of determination with respect to any specified transaction or payment, Availability at the time of such determination and immediately following, and after giving effect to, such transaction or payment was, and is projected by the Borrowers on a pro forma basis for each of the thirteen (13) Fiscal Periods immediately following such transaction or payment to be, equal to or greater than thirty percent (30%) of the Loan Cap.  In the case of any transaction pursuant to which the assets (or the assets of the Person) acquired in such transaction are to be included in the Borrowing Base, Availability shall be determined after giving effect to the inclusion of such assets, provided that the Administrative Agent has (a) completed or received an appraisal of the assets (or the assets of the Person) to be acquired in such transaction from appraisers satisfactory to the Collateral Agent, (b) established in its Permitted Discretion an advance rate and Reserves (if applicable) therefor, and (c) 

5

otherwise agreed in its Permitted Discretion that such assets are eligible for inclusion in the Borrowing Base.

“Availability Period” means the period from and including the Closing Date to the earliest of (a) the Maturity Date, (b) the date of termination of the Aggregate Commitments pursuant to Section 2.06, and (c) the date of termination of the commitment of each Lender to make Loans and of the obligation of the L/C Issuer to make L/C Credit Extensions pursuant to Section 8.02.

“Availability Reserves” means, without duplication of any other Reserves or items that are otherwise addressed or excluded through eligibility criteria, such reserves as the Administrative Agent from time to time determines in its Permitted Discretion as being appropriate (a) to reflect the impediments to the Agents’ ability to realize upon the Collateral, (b) to reflect claims and liabilities that the Administrative Agent determines in its Permitted Discretion will need to be satisfied in connection with the realization upon the Collateral, (c) to reflect criteria, events, conditions, contingencies or risks which adversely affect any component of the Borrowing Base or the Collateral or which could reasonably be expected to result in a Material Adverse Effect, or (d) to reflect that an Event of Default then exists.  Without limiting the generality of the foregoing, Availability Reserves may include (but are not limited to), in the Administrative Agent’s Permitted Discretion, reserves based on: (i) rent; (ii) customs duties and other costs to release Inventory which is being imported into the United States; (iii) outstanding Taxes and other governmental charges, including, without limitation, ad valorem, real estate, personal property, sales, claims of the PBGC and other Taxes which may have priority over the interests of the Collateral Agent in the Collateral; (iv) salaries, wages and benefits due to employees of any Borrower; (v) Customer Credit Liabilities; (vi) reserves for reasonably anticipated changes in the Appraised Value of Eligible Inventory or Prescription Lists between appraisals; (vii) warehousemen’s or bailee’s charges and other Permitted Encumbrances which may have priority over the interests of the Collateral Agent in the Collateral; (viii) amounts due to vendors on account of consigned goods; (ix) Cash Management Reserves; (x) Bank Product Reserves; and (xi) payables to vendors entitled to the benefits of PACA or PASA, or any similar statute or regulation.

“Average Daily Availability” means, as of any date of determination, the average daily Availability for the Fiscal Quarter most recently ended.

“Banker’s Acceptance” means a time draft or bill of exchange or other deferred payment obligation relating to a Commercial Letter of Credit which has been accepted by the L/C Issuer.

“Bank of America” means Bank of America, N.A. and its successors.

“Bank Products” means any services or facilities provided to any Loan Party by the Administrative Agent, any Lender or any of their respective Affiliates, including, without limitation, on account of (a) Swap Contracts and/or (b) leasing, but excluding Cash Management Services.

6

“Bank Product Reserves” means such reserves as the Administrative Agent from time to time determines in its Permitted Discretion as being appropriate to reflect the liabilities and obligations of the Loan Parties with respect to Bank Products then provided or outstanding.

“BAS” means Banc of America Securities LLC.

“Blocked Account” has the meaning provided in Section 6.13(a)(ii).

“Blocked Account Agreement” means, with respect to an account established by a Loan Party, an agreement, in form and substance reasonably satisfactory to the Collateral Agent, establishing Control (as defined in the UCC) of such account by the Collateral Agent and whereby the bank maintaining such account agrees, upon the occurrence and during the continuance of a Cash Dominion Event, to comply only with the instructions originated by the Collateral Agent without the further consent of any Loan Party.

“Blocked Account Bank” means Bank of America, N.A. and each other bank with whom deposit accounts are maintained in which any funds of any of the Loan Parties from one or more DDAs are concentrated and with whom a Blocked Account Agreement has been, or is required to be, executed in accordance with the terms hereof.

“Borrower Materials” has the meaning specified in Section 6.02.

“Borrowers” means, collectively, the Lead Borrower, the Persons named on Schedule 1.01 annexed hereto, and each other Person who shall from time to time enter into a Joinder Agreement as a Borrower.

“Borrowing” means a Committed Borrowing or a Swing Line Borrowing, as the context may require.

“Borrowing Base” means, at any time of calculation, an amount equal to:

(a)           the face amount of Eligible Credit Card Receivables multiplied by eighty-five percent (85%);

plus

(b)           the Cost of Eligible Inventory, net of Inventory Reserves, multiplied by eighty-five percent (85%) of the Appraised Value of Eligible Inventory; provided that in no event shall the amounts available to be borrowed pursuant to this clause (b) in respect of Eligible Inventory consisting of gasoline, diesel or other petroleum products exceed One Million Dollars ($1,000,000);

plus

(c)     the face amount of Eligible Health Care Receivables (net of Receivables Reserves) multiplied by eighty-five percent (85%);

7

plus

(d)     the face amount of Eligible Trade Receivables (net of Receivables Reserves) multiplied by eight-five percent (85%)

(e)     seventy-five percent (75%) of the Appraised Value of Prescription Lists; provided that in no event shall amounts available to be borrowed pursuant to this clause (e) exceed twenty-five percent (25%) of the Loan Cap;

minus

(f)      the then amount of all Availability Reserves.

“Borrowing Base Certificate” means a certificate substantially in the form of Exhibit F hereto (with such changes therein as may be reasonably required by the Administrative Agent to reflect the components of, and reserves against, the Borrowing Base as provided for hereunder from time to time), executed and certified as accurate and complete by a Responsible Officer of the Lead Borrower, which shall include appropriate exhibits, schedules, supporting documentation and additional reports as reasonably requested by the Administrative Agent.

“Business Day” means any day other than a Saturday, Sunday or other day on which commercial banks are authorized to close under the Laws of, or are in fact closed in, the state where the Administrative Agent’s Office is located and, if such day relates to any LIBO Rate Loan, means any such day on which dealings in Dollar deposits are conducted by and between banks in the London interbank market.

“C&S Supply Agreement” means that certain Amended and Restated Supply Agreement, dated as of June 15, 2007, by and among the Lead Borrower, C&S Wholesale Grocers, Inc., C&S Wholesale Services (f/k/a C&S Reclamation, Inc.), C&S Sourcing, Inc., Erie Logistics LLC and Koninklijke Ahold N.V., as amended and in effect from time to time.

“Capital Expenditures” means, with respect to any Person for any period, (a) all expenditures made (whether made in the form of cash or other property) or costs incurred for the acquisition or improvement of fixed or capital assets of such Person (excluding normal replacements and maintenance which are properly charged to current operations), in each case that are (or should be) set forth as capital expenditures in a Consolidated statement of cash flows of such Person for such period, in each case prepared in accordance with GAAP, and (b) Capital Lease Obligations incurred by a Person during such period; provided that “Capital Expenditures” shall not include (i) any additions to property, plant and equipment and other capital expenditures made with (A) the proceeds from any casualty insurance or condemnation or eminent domain, to the extent that the proceeds therefrom are utilized (or are contractually committed to be utilized) for capital expenditures within 180 days of the receipt of such proceeds, or (B) the proceeds of any Equity Interests issued or capital contributions received by any Loan Party or any Subsidiary in connection with such capital expenditures, or (ii) any portion of the purchase price of a Permitted Acquisition which is allocated to property, plant or equipment acquired as part of such Permitted Acquisition, or (iii) any expenditures which are contractually required to be, and are, reimbursed to the Loan Parties in cash by a third party (including landlords) during such period of calculation, or (iv) the trade-in value of existing equipment to the extent that the gross amount of the purchase price of equipment that is

8

purchased simultaneously with the trade-in of such existing equipment is reduced by the credit granted by the seller of such equipment.

“Capital Lease Obligations” means, with respect to any Person for any period, the obligations of such Person to pay rent or other amounts under any lease of (or other arrangement conveying the right to use) real or personal property, or a combination thereof, which obligations are required to be classified and accounted for as liabilities on a balance sheet of such Person under GAAP and the amount of which obligations shall be the capitalized amount thereof determined in accordance with GAAP.

“Cash Collateral Account” means a non-interest bearing account established by one or more of the Loan Parties with Bank of America, in the name of the Collateral Agent or as the Collateral Agent shall otherwise direct and under the sole and exclusive dominion and control of the Collateral Agent, in which deposits are required to be made in accordance with Section 2.03(g) or Section 8.02(c).

“Cash Collateralize” has the meaning specified in Section 2.03(g).

“Cash Dominion Event” means (a) the occurrence and continuance of any Event of Default, (b) the failure of the Borrowers to maintain Availability equal to or greater than Eleven Million Dollars ($11,000,000) at the End of each Business Day, or (c) the failure of the Borrowers to maintain Availability equal to or greater than Fourteen Million Dollars ($14,000,000) at the End of any three (3) consecutive Business Days.  For purposes of this Agreement, the occurrence of a Cash Dominion Event shall be deemed continuing at the Administrative Agent’s option (i) so long as such Event of Default has not been waived, and/or (ii) if such Cash Dominion Event arises as a result of the Borrowers’ failure to maintain Availability as required pursuant to clauses (b) or (c) hereunder, until Availability has exceeded Fourteen Million Dollars ($14,000,000) at the End of each calendar day for sixty (60) consecutive calendar days, in which case a Cash Dominion Event shall no longer be deemed to be continuing for purposes of this Agreement; provided that a Cash Dominion Event shall be deemed continuing (even if an Event of Default is no longer continuing and/or Availability at the end of each calendar day exceeds the required amount for sixty (60) consecutive calendar days) at all times after a Cash Dominion Event has occurred and been discontinued on four (4) occasion(s) after the Closing Date.  The termination of a Cash Dominion Event as provided herein shall in no way limit, waive or delay the occurrence of a subsequent Cash Dominion Event in the event that the conditions set forth in this definition again arise.

“Cash Equivalents” means:

(a)           securities issued or directly and fully and unconditionally guaranteed or insured by the U.S. government or any agency or instrumentality thereof the securities of which are unconditionally guaranteed as a full faith and credit obligation of such government with maturities of 24 months or less from the date of acquisition;

(b)           certificates of deposit, time deposits and Eurodollar time deposits with maturities of one year or less from the date of acquisition, bankers’ acceptances with

9

maturities not exceeding one year and overnight bank deposits, in each case with any commercial bank having capital and surplus of not less than $500,000,000;

(c)           repurchase obligations for underlying securities of the types described in clauses (a) and (b) entered into with any financial institution meeting the qualifications specified in clause (b) above;

(d)           securities with maturities of 24 months or less from the date of acquisition backed by standby letters of credit issued by any commercial bank satisfying the requirements of clause (b) above;

(e)           commercial paper rated at least P-2 by Moody’s  or at least A-2 by S&P (or, if at any time neither Moody’s nor S&P shall be rating such obligations, an equivalent rating from another rating agency) and in each case maturing within one year after the date of creation thereof;

(f)            marketable short-term money market and similar securities having a rating of least P-2 or A-2 from either Moody’s or S&P, respectively (or, if at any time neither Moody’s nor S&P shall be rating such obligations, an equivalent rating from another rating agency) and in each case maturing within 24 months after the date of creation thereof;

(g)           repurchase agreements and reverse repurchase agreements relating to marketable direct obligations issued or unconditionally guaranteed by the United States or issued by any agency thereof and backed by the full faith and credit of the United States maturing within 365 days from the date of acquisition;

(h)           Investments with average maturities of 12 months or less from the date of acquisition in money market funds rated AAA- (or the equivalent thereof) or better by S&P or Aaa3 (or the equivalent thereof) or better by Moody’s (or, if at any time neither Moody’s nor S&P shall be rating such obligations, an equivalent rating from another rating agency); and

(i)            investment funds investing ninety-five percent (95%) of their assets in cash and securities of the types described in clauses (a) through (h) above.

“Cash Management Reserves” means such reserves as the Administrative Agent from time to time determines in its Permitted Discretion as being appropriate to reflect the reasonably anticipated liabilities and obligations of the Loan Parties with respect to Cash Management Services then provided or outstanding.

“Cash Management Services” means any one or more of the following types or services or facilities provided to any Loan Party by the Administrative Agent, any Lender or any of their respective Affiliates: (a) ACH transactions, (b) cash management services, including, without limitation, controlled disbursement services, treasury, depository, overdraft, and electronic funds transfer services, (c) foreign exchange facilities, (d) credit card processing services, (e) purchase cards, and (f) credit or debit cards.

10

“CERCLA” means the Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C. § 9601 et seq.

“CERCLIS” means the Comprehensive Environmental Response, Compensation, and Liability Information System maintained by the United States Environmental Protection Agency.

“CFC” means a Person that is a controlled foreign corporation under Section 957 of the Code.

“Change in Law” means the occurrence, after the date of this Agreement, of any of the following: (a) the adoption of any law, rule, regulation or treaty, (b) any change in any law, rule, regulation or treaty or in the administration, interpretation or application thereof by any Governmental Authority or (c) the making or issuance of any request, guideline or directive (whether or not having the force of law) by any Governmental Authority.

“Change of Control” means an event or series of events by which:

(a)at any time prior to the creation of a Public Market, the Permitted Holders shall cease to own and control legally and beneficially (free and clear of all Liens), either directly or indirectly, equity securities in the Parent representing more than fifty percent (50%) of the combined voting power of all of Equity Interests entitled to vote for members of the board of directors or equivalent governing body of the Parent on a fully-diluted basis (and taking into account all such securities that the Permitted Holders have the right to acquire pursuant to any option right (as defined in clause (b) below));

(b)at any time after the creation of a Public Market, any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, but excluding any employee benefit plan of such person or its subsidiaries, and any person or entity acting in its capacity as trustee, agent or other fiduciary or administrator of any such plan) other than a Permitted Holder becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Securities Exchange Act of 1934, except that a person or group shall be deemed to have “beneficial ownership” of all securities that such person or group has the right to acquire, whether such right is exercisable immediately or only after the passage of time (such right, an “option right”)), directly or indirectly, of (i) twenty five percent (25%) or more of the Equity Interests of the Parent entitled to vote for members of the board of directors or equivalent governing body of the Parent on a fully-diluted basis (and taking into account all such Equity Interests that such “person” or “group” has the right to acquire pursuant to any option right) and (ii) a percentage that is greater than the percentage of the Equity Interests of the Parent entitled to vote for members of the board of directors or equivalent governing body of the Parent that is then beneficially owned by the Permitted Holders; or

(b)during any period of 12 consecutive months, a majority of the members of the board of directors or other equivalent governing body of the Parent cease to be composed of individuals (i) who were members of that board or equivalent governing body on the first day of such period, (ii) whose election or nomination to that board or equivalent governing body was approved by individuals referred to in clause (i) above

11

constituting at the time of such election or nomination at least a majority of that board or equivalent governing body or (iii) whose election or nomination to that board or other equivalent governing body was approved by individuals referred to in clauses (i) and (ii) above constituting at the time of such election or nomination at least a majority of that board or equivalent governing body (excluding, in the case of both clause (ii) and clause (iii), any individual whose initial nomination for, or assumption of office as, a member of that board or equivalent governing body occurs as a result of an actual or threatened solicitation of proxies or consents for the election or removal of one or more directors by any person or group other than a solicitation for the election of one or more directors by or on behalf of the board of directors); or

(c)the Parent fails at any time to own, directly or indirectly, 100% of the Equity Interests of the Lead Borrower and each other Loan Party free and clear of all Liens (other than Permitted Encumbrances), except where such failure is as a result of a transaction permitted by the Loan Documents.

“Closing Date” means the first date all the conditions precedent in Section 4.01 are satisfied or waived in accordance with Section 10.01.

“Code” means the Internal Revenue Code of 1986, and the regulations promulgated thereunder, as amended and in effect.

“Collateral” means any and all “Collateral” as defined in any applicable Security Document and all other property that is or is intended under the terms of the Security Documents to be subject to Liens in favor of the Collateral Agent.

“Collateral Access Agreement” means an agreement reasonably satisfactory in form and substance to the Collateral Agent executed by (a) a bailee or other Person in possession of Collateral, or (b) a landlord of Real Estate leased by any Loan Party, in each case, pursuant to which such Person (i) acknowledges the Collateral Agent’s Lien on the Collateral, (ii) releases or subordinates such Person’s Liens in the Collateral held by such Person or located on such Real Estate, (iii) provides the Collateral Agent with access to the Collateral held by such bailee or other Person or located in or on such Real Estate, (iv) as to any landlord, provides the Collateral Agent with a reasonable time to sell and dispose of the Collateral from such Real Estate, and (v) makes such other agreements with the Collateral Agent as the Collateral Agent may reasonably require.

“Collateral Agent” means Bank of America, acting in its capacity as collateral agent for its own benefit and the benefit of the other Credit Parties, or any successor collateral agent.

“Commercial Letter of Credit” means any Letter of Credit issued for the purpose of providing the primary payment mechanism in connection with the purchase of any materials, goods or services by a Borrower in the ordinary course of business of such Borrower.

“Commitment” means, as to each Lender, its obligation to (a) make Committed Loans to the Borrowers pursuant to Section 2.01, (b) purchase participations in L/C Obligations, and (c) purchase participations in Swing Line Loans, in an aggregate principal amount at any one time outstanding not to exceed the amount set forth opposite such Lender’s name on Schedule 2.01 or

12

in the Assignment and Assumption pursuant to which such Lender becomes a party hereto, as applicable, as such amount may be adjusted from time to time in accordance with this Agreement.

“Commitment Fee” has the meaning provided in Section 2.09(a).

“Commitment Fee Adjustment Date” means the first day of each calendar quarter.

“Committed Borrowing” means a borrowing consisting of a Committed Loan or simultaneous Committed Loans of the same Type and, in the case of LIBO Rate Loans, having the same Interest Period made by each of the Lenders pursuant to Section 2.01.

“Committed Loan” has the meaning provided in Section 2.01.

“Committed Loan Notice” means a notice of a Committed Borrowing pursuant to Section 2.02, which, if in writing, shall be substantially in the form of Exhibit A-1.

‘‘Commodity Price Protection Agreement’’ means any forward contract, commodity swap, commodity option or other similar agreement or arrangement relating to, or the value of which is dependent upon, fluctuations in commodity prices.

“Compliance Certificate” means a certificate substantially in the form of Exhibit D.

“Consent” means (a) actual consent given by a Lender from whom such consent is sought or (b) the passage of seven (7) Business Days from receipt of written notice to a Lender from the Administrative Agent of a proposed course of action to be followed by the Administrative Agent without such Lender’s giving the Administrative Agent written notice of that Lender’s objection to such course of action.

“Consolidated” means, when used to modify a financial term, test, statement, or report of a Person, the application or preparation of such term, test, statement or report (as applicable) based upon the consolidation, in accordance with GAAP, of the financial condition or operating results of such Person and its Subsidiaries.

“Consolidated EBITDA” means, at any date of determination, the sum, without duplication, of (A) Consolidated Net Income (Loss) for the most recently completed Measurement Period, (B) in each case to the extent deducted in computing Consolidated Net Income (Loss) for such Measurement Period, (i) Consolidated Interest Charges, (ii) Consolidated Income Tax Expense, (iii) Consolidated Non-cash Charges, (iv) any unusual or non-recurring items and any restructuring charges or reserves, including, without limitation, in connection with a Permitted Acquisition made after the Closing Date (which, for the avoidance of doubt, shall include retention, severance, systems establishment costs, excess pension charges, contract and lease termination costs and costs to consolidate facilities and relocate employees), (v) the amount of Management Fees and expense reimbursements accrued by such Person to the Permitted Holders pursuant to the Management Agreement, (vi) the amount of any expenses in connection with any actual or proposed Investment, incurrence or repayment of Indebtedness, issuance of Equity Interests or Acquisition or Disposition outside the ordinary course of business, (vii) expenses incurred to the extent covered by indemnification provisions in any agreement in

13

connection with an Acquisition (including the Acquisition of the Parent) to the extent reimbursed in cash and such indemnification payments are not otherwise included in Consolidated EBITDA, and (viii) commissions, discounts, yield and other fees and expenses (including interest expense) related to any Qualified Securitization Transaction, in each case, for such Measurement Period, of such Person and its Subsidiaries all determined in accordance with GAAP, and (C) proceeds from any business interruption insurance to the extent not otherwise included in Consolidated Net Income (Loss) for such Measurement Period, and less (D) all non-cash items increasing Consolidated Net Income (Loss) for such Measurement Period (other than the accrual of revenue and other than non-cash items to the extent they represent the reversal of an accrual of, or cash reserve for, anticipated charges made in any prior Measurement Period or which will result in the receipt of cash in a future Measurement Period).

“Consolidated Fixed Charge Coverage Ratio” means, at any date of determination, the ratio of (a) (i) Consolidated EBITDA for the most recently completed Measurement Period minus (ii) Capital Expenditures made during such Measurement Period minus (iii) the aggregate amount of federal, state, local and foreign income taxes paid in cash during such Measurement Period to (b) the sum of (i) Debt Service Charges for such Measurement Period plus (ii) the aggregate amount of all Restricted Payments made in cash during such Measurement Period, in each case, of or by the Parent and its Subsidiaries, all as determined on a Consolidated basis in accordance with GAAP.

“Consolidated Income Tax Expense” of any Person means, for any Measurement Period, the provision for federal, state, local and foreign income taxes of such Person and its Consolidated Subsidiaries for such Measurement Period as determined in accordance with GAAP.

“Consolidated Interest Charges” means, for any Measurement Period, the sum of (a) all interest, premium payments, debt discount, fees, charges and related expenses in connection with borrowed money (including capitalized interest) or in connection with the deferred purchase price of assets, in each case to the extent treated as interest in accordance with GAAP, including, without limitation, all commissions, discounts and other fees and charges owed with respect to letters of credit and bankers’ acceptance financing and net costs under Swap Contracts, but excluding any non-cash or deferred interest financing costs, (b) all interest paid or payable with respect to discontinued operations and (c) the portion of rent expense with respect to such period under Capital Lease Obligations that is treated as interest in accordance with GAAP, in each case of or by the Parent and its Subsidiaries for the most recently completed Measurement Period, all as determined on a Consolidated basis in accordance with GAAP.

“Consolidated Net Income (Loss)” of any Person means, for any Measurement Period, the consolidated net income (or loss) of such Person and its Subsidiaries for such Measurement Period on a Consolidated basis as determined in accordance with GAAP, adjusted, to the extent included in calculating such net income (or loss), by excluding, without duplication: (1) all extraordinary gains or losses net of taxes (less all fees and expenses relating thereto); (2) the portion of net income (or loss) of such Person and its Subsidiaries on a Consolidated basis allocable to minority interests in unconsolidated Persons to the extent that cash dividends or distributions have not actually been received by such Person or one of its Consolidated Subsidiaries; (3) any gain or loss, net of taxes, realized upon the termination of any employee

14

pension benefit plan and any non-cash charges incurred relating to the underfunded portion of any pension plan; (4) gains or losses, net of taxes (less all fees and expenses relating thereto), in respect of Dispositions of assets other than in the ordinary course of business (5) any net gain or loss arising from the acquisition of any securities or extinguishment or conversion of any Indebtedness or obligations with respect to any Swap Contracts of such Person; (6) any non-cash goodwill or asset impairment charges, any non-cash write-downs attributable to joint ventures held by such Person or any of its Subsidiaries and the amortization of intangibles, in each case pursuant to GAAP; (7) any non-cash charges resulting from the application of SFAS No. 123 and any other non-cash compensation charges or other non-cash expenses or charges arising from the grant of or issuance or repricing of stock, stock options or other equity-based awards or any amendment, modification, substitution or change of any such stock, stock options or other equity-based awards; (8) all deferred financing costs written off, and premiums paid, in connection with any early extinguishment of Indebtedness; (10) the cumulative effect of a change in accounting principles during such period and any amounts attributable to LIFO adjustments; (11) unrealized gains and losses from obligations with respect to any Swap Contracts or ‘‘embedded derivatives’’ that require the same accounting treatment as obligations with respect to any Swap Contracts; (12) any purchase accounting adjustments (including, without limitation, the impact of writing up inventory, deferred marketing and deferred financing costs or deferred revenue at fair value), amortizations, impairments, write-offs, or non-cash charges with respect to purchase accounting with respect to any Acquisitions, Disposition, merger, consolidation, amalgamation or similar transactions.

“Consolidated Non-cash Charges” of any Person means, for any Measurement Period, the aggregate depreciation, amortization and other non-cash charges of such Person and its Subsidiaries on a Consolidated basis for such Measurement Period, as determined in accordance with GAAP (excluding any non-cash charge which requires an accrual or reserve for cash charges for any future period).

“Contractual Obligation” means, as to any Person, any provision of any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property is bound.

“Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise.  “Controlling” and “Controlled” have meanings correlative thereto.

“Conversion/Continuation Notice” means a notice of (a) a conversion of Loans from one Type to the other, or (b) a continuation of LIBO Rate Loans, pursuant to Section 2.02(b), which, if in writing, shall be substantially in the form of Exhibit A-2.

“Cost” means the lower of cost or market value of Inventory, based upon the Borrowers’ accounting practices, known to the Administrative Agent, which practices are in effect on the Closing Date as such calculated cost is determined from invoices received by the Borrowers, the Borrowers’ purchase journals or the Borrowers’ stock ledger.  “Cost” does not include inventory capitalization costs or other non-purchase price charges (such as freight) used in the Borrowers’ calculation of cost of goods sold.

15

“Covenant Compliance Event” means either (a) that an Event of Default has occurred and is continuing or (b) Availability is less than or equal to Ten Million Dollars ($10,000,000) (i) on any Business Day at the time a Committed Loan Request is made, or (ii) if no Committed Loan Request is made on such day, the End of that Business Day.  For purposes hereof, the occurrence of a Covenant Compliance Event shall be deemed continuing at the Administrative Agent’s option (a) so long as such Event of Default has not been waived, and/or (b) if the Covenant Compliance Event arises as a result of the Borrowers’ failure to maintain Availability as required hereunder, until Availability has exceeded Ten Million Dollars ($10,000,000) for sixty (60) consecutive calendar days, in which case a Covenant Compliance Event shall no longer be deemed to be continuing for purposes of this Agreement.  The termination of a Covenant Compliance as provided herein shall in no way limit, waive or delay the occurrence of a subsequent Covenant Compliance Event in the event that the conditions set forth in this definition again arise.

“Credit Card Notifications” has the meaning provided in Section 6.13(a)(i).

“Credit Card Receivables” means each “Account” (as defined in the UCC) together with all income, payments and proceeds thereof, owed by a major credit or debit card issuer (including, but not limited to, Visa, Mastercard and American Express and such other issuers approved by the Administrative Agent in its Permitted Discretion) to a Loan Party resulting from charges by a customer of a Loan Party on credit or debit cards issued by such issuer in connection with the sale of goods by a Loan Party, or services performed by a Loan Party, in each case in the ordinary course of its business.

“Credit Extensions” mean each of the following: (a) a Borrowing and (b) an L/C Credit Extension.

“Credit Party” or “Credit Parties” means (a) individually, (i) each Lender and its Affiliates, (ii) each Agent, (iii) each L/C Issuer, (iv) each Arranger, (v) each beneficiary of each indemnification obligation undertaken by any Loan Party under any Loan Document, (vi) any other Person to whom Obligations under this Agreement and other Loan Documents are owing, and (vii) the successors and assigns of each of the foregoing, and (b) collectively, all of the foregoing.

“Credit Party Expenses” means, without limitation:

(a)all reasonable out-of-pocket expenses incurred by the Agents, the Arrangers and their respective Affiliates, in connection with (i) the syndication of the credit facilities provided for herein, (ii) the preparation, negotiation, administration, management, execution and delivery of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (iii) the enforcement or protection of their rights in connection with this Agreement or the Loan Documents or efforts to preserve, protect, collect, or enforce the Collateral or in connection with any proceeding under any Debtor Relief Laws, or (iv) any workout, restructuring or negotiations in respect of any Obligations, including, without limitation, the reasonable

16

fees, charges and disbursements of (A) counsel for the Agents, (B) outside consultants for the Agents, (C) appraisers, and (D) commercial finance examiners;

(b)all reasonable out-of-pocket expenses incurred by the L/C Issuer and its Affiliates in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder; and

(c)all reasonable out-of-pocket expenses incurred by the Credit Parties who are not the Agents, the Arrangers, the L/C Issuer, the Sponsor Group or any Affiliate of any of them in connection with the enforcement of the Credit Parties’ rights and remedies under any of the Loan Documents or applicable Law, including in the course of any work-out or restructuring of the Loans or other Obligations during the pendency of any Event of Default, provided that such Credit Parties shall be entitled to reimbursement for no more than one counsel representing all such Credit Parties (absent a conflict of interest in which case the Credit Parties may engage and be reimbursed for additional counsel).

“Customer Credit Liabilities” means, at any time, the aggregate remaining value at such time of (a) outstanding gift certificates and gift cards of the Borrowers entitling the holder thereof to use all or a portion of the certificate or gift card to pay all or a portion of the purchase price for any Inventory, and (b) outstanding merchandise credits and customer deposits of the Borrowers.

“DDA” means each checking, savings or other demand deposit account maintained by any of the Loan Parties.  All funds in each DDA shall be conclusively presumed to be Collateral and proceeds of Collateral and the Agents and the Lenders shall have no duty to inquire as to the source of the amounts on deposit in any DDA.

“Debtor Relief Laws” means the Bankruptcy Code of the United States, and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief Laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally.

“Debt Service Charges” means, for any Measurement Period, the sum of (a) Consolidated Interest Charges paid in cash or required to be paid in cash for such Measurement Period, plus (b) principal payments made or required to be made on account of Indebtedness (excluding the Obligations, voluntary prepayments of Indebtedness permitted pursuant to Section 7.07 of this Agreement and any Synthetic Lease Obligations, but including, without limitation, any Capital Lease Obligations) during such Measurement Period, in each case determined on a Consolidated basis in accordance with GAAP.

“Default” means any event or condition that constitutes an Event of Default or that, with the giving of any notice, the passage of time, or both, would be an Event of Default.

“Default Rate” means: (a) when used with respect to Obligations other than Letter of Credit Fees, an interest rate equal to (i) the Prime Rate plus (ii) the Applicable Margin, if any, applicable to Prime Rate Loans, plus (iii) two percent (2%) per annum; provided, however, that with respect to a LIBO Rate Loan, the Default Rate shall be an interest rate equal to the interest

17

rate (including any Applicable Margin) otherwise applicable to such LIBO Rate Loan plus two percent (2%) per annum; and (b) when used with respect to Letter of Credit Fees, a rate equal to the Applicable Margin for Standby Letters of Credit or Commercial Letters of Credit, as applicable, plus two percent (2%) per annum.

“Defaulting Lender” means any Lender that (a) has failed to fund any portion of the Committed Loans, participations in L/C Obligations or participations in Swing Line Loans required to be funded by it hereunder within one Business Day of the date required to be funded by it hereunder, (b) has otherwise failed to pay over to the Administrative Agent or any other Lender any other amount required to be paid by it hereunder within one Business Day of the date when due, or (c) has been deemed insolvent or become the subject of any proceeding under any Debtor Relief Law.

“Deteriorating Lender” means any Defaulting Lender or any Lender as to which (a) the L/C Issuer or the Swing Line Lender believes in good faith that such Lender has defaulted in fulfilling its obligations under one or more other syndicated credit facilities, or (b) a Person that Controls such Lender has been deemed insolvent or become the subject of any proceeding under any Debtor Relief Law.

“Disposition” or “Dispose” means the sale, transfer, license, lease or other disposition (including any sale and leaseback transaction and any sale, transfer, license or other disposition (whether in one transaction or in a series of transactions) of all or substantially all of its assets to or in favor of any Person) of any property (including, without limitation, any Equity Interests) by any Person (or the granting of any option or other right to do any of the foregoing), including any sale, assignment, transfer or other disposal, with or without recourse, of any notes or accounts receivable or any rights and claims associated therewith.

“Disqualified Stock” means any Equity Interest that, by its terms (or by the terms of any security into which it is convertible, or for which it is exchangeable, in each case at the option of the holder thereof), or upon the happening of any event, matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or redeemable at the option of the holder thereof, in whole or in part, on or prior to the date that is 91 days after the date on which the Loans mature; provided, however, that (i) only the portion of such Equity Interests which so matures or is mandatorily redeemable, is so convertible or exchangeable or is so redeemable at the option of the holder thereof prior to such date shall be deemed to be Disqualified Stock and (ii) with respect to any Equity Interests issued to any employee or to any plan for the benefit of employees of the Lead Borrower or its Subsidiaries or by any such plan to such employees, such Equity Interest shall not constitute Disqualified Stock solely because it may be required to be repurchased by the Lead Borrower or one of its Subsidiaries in order to satisfy applicable statutory or regulatory obligations or as a result of such employee’s termination, resignation, death or disability and if any class of Equity Interest of such Person that by its terms authorizes such Person to satisfy its obligations thereunder by delivery of an Equity Interest that is not Disqualified Stock, such Equity Interests shall not be deemed to be Disqualified Stock. Notwithstanding the preceding sentence, any Equity Interest that would constitute Disqualified Stock solely because the holders thereof have the right to require a Loan Party to repurchase such Equity Interest upon the occurrence of a change of control or an asset sale shall not constitute Disqualified Stock.  The amount of Disqualified Stock deemed to be outstanding at any time for

18

purposes of this Agreement will be the maximum amount that the Lead Borrower and its Subsidiaries may become obligated to pay upon maturity of, or pursuant to any mandatory redemption provisions of, such Disqualified Stock or portion thereof, plus accrued dividends.

“Dollars” and “$” mean lawful money of the United States.

“Domestic Subsidiary” means any Subsidiary that is organized under the laws of the United States, any state thereof or the District of Columbia (excluding, for the avoidance of doubt, any Subsidiary organized under the laws of Puerto Rico or any other territory).

“Early Termination Fee” has the meaning provided in Section 2.09(b).

“EDS Agreement” means the Master Services Agreement between the Lead Borrower and Electronic Data Systems Corporation dated May 1, 2008, as amended and in effect from time to time.

“Eligible Assignee” means: (a) a Credit Party or any of its Affiliates; (b) a bank, insurance company, or company engaged in the business of making commercial loans, which Person, together with its Affiliates, has a combined capital and surplus in excess of $250,000,000; (c) an Approved Fund; (d) any Person to whom a Credit Party assigns its rights and obligations under this Agreement as part of an assignment and transfer of such Credit Party’s rights in and to a material portion of such Credit Party’s portfolio of asset based credit facilities; and (e) any other Person (other than a natural person) approved by (i) the Administrative Agent, the L/C Issuer and the Swing Line Lender, and (ii) unless an Event of Default has occurred and is continuing, the Lead Borrower (each such approval not to be unreasonably withheld or delayed); provided that notwithstanding the foregoing, “Eligible Assignee” shall not include a Loan Party or any of the Loan Parties’ Affiliates or Subsidiaries, other than Morgan Stanley Senior Funding, Inc., Morgan Stanley Bank and HSBC USA.

“Eligible Credit Card Receivables” means, at the time of any determination thereof, each Credit Card Receivable that satisfies the following criteria at the time of creation and continues to meet the same at the time of such determination: such Credit Card Receivable (i) has been earned by performance and represents the bona fide amounts due to a Borrower from a credit card payment processor and/or credit card issuer, and in each case originated in the ordinary course of business of such Borrower, and (ii) in each case is acceptable to the Administrative Agent in its Permitted Discretion, and is not ineligible for inclusion in the calculation of the Borrowing Base pursuant to any of clauses (a) through (k) below.  Without limiting the foregoing, to qualify as an Eligible Credit Card Receivable, an Account shall indicate no Person other than a Borrower as payee or remittance party.  In determining the amount to be so included, the face amount of an Account shall be reduced by, without duplication, to the extent not reflected in such face amount, (i) the amount of all accrued and actual discounts, claims, credits or credits pending, promotional program allowances, price adjustments, finance charges or other allowances (including any amount that a Borrower may be obligated to rebate to a customer, a credit card payment processor, or credit card issuer pursuant to the terms of any agreement or understanding (written or oral)) and (ii) the aggregate amount of all cash received in respect of such Account but not yet applied by the Loan Parties to reduce the amount of such Credit Card Receivable.  Any Credit Card Receivables meeting the foregoing criteria shall be

19

deemed Eligible Credit Card Receivables but only as long as such Credit Card Receivable is not included within any of the following categories, in which case such Credit Card Receivable shall not constitute an Eligible Credit Card Receivable:

(a)Credit Card Receivables which do not constitute an “Account” (as defined in the UCC);

(b)Credit Card Receivables that have been outstanding for more than five (5) Business Days from the date of sale;

(c)Credit Card Receivables with respect to which a Loan Party does not have good, valid and marketable title, free and clear of any Lien (other than Liens described in clauses (g)(i), (i) and (p) of the definition of Permitted Encumbrances);

(d)Credit Card Receivables that are not subject to a first priority security interest in favor of the Collateral Agent (subject only to the Lien described in clause (g)(i) of the definition of Permitted Encumbrances) (it being the intent that chargebacks in the ordinary course by such processors shall not be deemed violative of this clause);

(e)Credit Card Receivables which are disputed, are with recourse, or with respect to which a claim, counterclaim, offset or chargeback has been asserted (to the extent of such claim, counterclaim, offset or chargeback);

(f)Credit Card Receivables as to which the processor has the right under certain circumstances to require a Loan Party to repurchase the Accounts from such credit card processor;

(g)Credit Card Receivables due from an issuer or payment processor of the applicable credit card which is the subject of any proceeding under any Debtor Relief Law;

(h) Credit Card Receivables which are not a valid, legally enforceable obligation of the applicable issuer with respect thereto;

(i)Credit Card Receivables which do not conform in all material respects to all representations, warranties or other provisions in the Loan Documents relating to Credit Card Receivables;

(j)Credit Card Receivables which are evidenced by “chattel paper” or an “instrument” of any kind unless such “chattel paper” or “instrument” is in the possession of the Collateral Agent, and to the extent necessary or appropriate, endorsed to the Collateral Agent; or

(k)Credit Card Receivables which the Administrative Agent determines in its Permitted Discretion to be unlikely to be collected.

“Eligible Health Care Receivables” means Accounts due to a Borrower on a non-recourse basis from insurance companies and other Persons acceptable to the Administrative Agent in its

20

Permitted Discretion as arise in the ordinary course of business, which have been earned by performance, have been adjudicated and are deemed by the Administrative Agent in its Permitted Discretion to be eligible for inclusion in the calculation of the Borrowing Base. Without limiting the foregoing, except as otherwise agreed by the Administrative Agent, none of the following shall be deemed to be Eligible Health Care Receivables:

(a)Accounts that are not evidenced by an invoice;

(b)Accounts that have been outstanding for more than ninety (90) days past the invoice date or that are more than sixty (60) days past due;

(c)Accounts due from any insurance company to the extent that fifty (50%) or more of all Accounts from such insurance company are not Eligible Health Care Receivables under clause (b), above;

(d)Accounts with respect to which a Borrower does not have good, valid and marketable title thereto, free and clear of any Lien (other than Liens described in clauses (g)(i), (i) and (p) of the definition of Permitted Encumbrances);

(e)Accounts that are not subject to a first priority security interest in favor of the Collateral Agent (subject only to the Lien described in clause (g)(i) of the definition of Permitted Encumbrances);

(f)Accounts which are disputed, are with recourse, or with respect to which a claim, counterclaim, offset or chargeback has been asserted (to the extent of such claim, counterclaim, offset or chargeback);

(g)Accounts for which all consents, approvals or authorizations of, or registrations or declarations required to be obtained, effected or given in connection with the performance of such Account by the account debtor or in connection with the enforcement of such Account by the Agents have not been duly obtained, effected or given and are not in full force and effect;

(h)Accounts due from an account debtor which is the subject of any bankruptcy or insolvency proceeding, has had a trustee or receiver appointed for all or a substantial part of its property, has made an assignment for the benefit of creditors or has suspended its business;

(i)Accounts due from any Governmental Authority, including, pursuant to Medicare, Medicaid or other similar programs; or

(j)Accounts which the Administrative Agent determines in its Permitted Discretion to be uncertain of collection.

“Eligible Inventory” means, as of the date of determination thereof, without duplication, items of Inventory of a Borrower that are finished goods, merchantable and readily saleable to the public in the ordinary course deemed by the Administrative Agent in its Permitted Discretion to be eligible for inclusion in the calculation of the Borrowing Base, in each case that, except as

21

otherwise agreed by the Administrative Agent, complies in all material respects with each of the representations and warranties respecting Inventory made by the Borrowers in the Loan Documents, and that is not excluded as ineligible by virtue of one or more of the criteria set forth below.  Except as otherwise agreed by the Administrative Agent, the following items of Inventory shall not be included in Eligible Inventory:

(a)Inventory that is not solely owned by a Borrower or a Borrower does not have good and valid title thereto;

(b)Inventory that is leased by, or is on consignment to, a Borrower,or that is consigned by a Borrower to a Person which is not a Loan Party;

(c)Inventory that is not located in the United States (excluding territories or possessions of the United States);

(d)Inventory that is located at a location that is not owned or leased by a Borrower (except Inventory that is in transit between owned or leased locations of a Borrower), except to the extent that the Borrowers have furnished the Administrative Agent with (i) any UCC financing statements or other documents that the Administrative Agent may determine to be necessary to perfect its security interest in such Inventory at such location, and (ii) a Collateral Access Agreement executed by the Person owning any such location on terms reasonably acceptable to the Administrative Agent;

(e)Inventory that is located at a distribution center or warehouse leased by a Borrower unless the applicable lessor has delivered to the Collateral Agent a Collateral Access Agreement;

(f)Inventory that is comprised of goods which (i) are damaged, defective, “seconds,” or otherwise unmerchantable, (ii) are to be returned to the vendor, (iii) are obsolete or slow moving, or custom items, work-in-process, raw materials, or that constitute spare parts, promotional, marketing, packaging and shipping materials or supplies used or consumed in a Borrower’s business, (iv) are seasonal in nature and which have been packed away for sale in a subsequent season), (v) are not in compliance with all standards imposed by any Governmental Authority having regulatory authority over such Inventory, its use or sale, or (vi) are bill and hold goods;

(g)Inventory that is not subject to a perfected first priority security interest in favor of the Collateral Agent (subject only to the Lien described in clause (g)(i) of the definition of Permitted Encumbrances);

(h)Inventory that consists of samples, labels, bags, packaging, and other similar non-merchandise categories;

(i)Inventory that is not insured in compliance with the provisions of Section 5.10 hereof;

(j)Inventory that has been sold but not yet delivered or as to which a Borrower has accepted a deposit;

22

(k)Inventory consisting of lottery tickets;

(l)Inventory that is subject to any licensing, patent, royalty, trademark, trade name or copyright agreement with any third party from which any Borrower or any of its Subsidiaries has received notice of a dispute in respect of any such agreement;

(m)Inventory acquired in a Permitted Acquisition, unless and until the Collateral Agent has (i) completed or received an appraisal of such Inventory from appraisers satisfactory to the Collateral Agent and such other due diligence as the Agents may require, all of the results of the foregoing to be reasonably satisfactory to the Agents, (ii) established an Inventory advance rate and Inventory Reserves (if applicable) therefor, and (iii) otherwise agreed that such Inventory shall be deemed Eligible Inventory; or

(n)Inventory that the Administrative Agent determines in its Permitted Discretion is not suitable for inclusion in the Borrowing Base.

“Eligible Trade Receivables” means Accounts (including, without limitation, Accounts owed by bottle handling companies) arising from the sale of a Borrower’s goods or services (other than those consisting of Credit Card Receivables) that satisfy the following criteria at the time of creation and continue to meet the same at the time of such determination: such Account (i) has been earned by performance and represents the bona fide amounts due to a Borrower from an account debtor, other than a direct store delivery vendor, and in each case originated in the ordinary course of business of such Borrower, and (ii) in each case is acceptable to the Administrative Agent in its Permitted Discretion and is not ineligible for inclusion on the calculation of the Borrowing Base pursuant to any of clauses (a) through (s) below.  Without limiting the foregoing, to qualify as an Eligible Trade Receivable, an Account shall indicate no Person other than a Borrower as payee or remittance party.  In determining the amount to be so included, the face amount of an Account shall be reduced by, without duplication, to the extent not reflected in such face amount, (i) the amount of all accrued and actual discounts, claims, credits or credits pending, promotional program allowances, price adjustments, finance charges or other allowances (including any amount that a Borrower may be obligated to rebate to a customer pursuant to the terms of any agreement or understanding (written or oral)) and (ii) the aggregate amount of all cash received in respect of such Account but not yet applied by the Borrowers to reduce the amount of such Eligible Trade Receivable.  Except as otherwise agreed by the Administrative Agent, any Account included within any of the following categories shall not constitute an Eligible Trade Receivable:

(a)Accounts that are not evidenced by an invoice;

(b)Accounts that have been outstanding for more than sixty (60) days from the date of invoice;

(c)Accounts due from any account debtor to the extent that fifty (50%) or more of all Accounts from such account debtor are not Eligible Trade Receivables under clause (b), above.

(d)Accounts (i) that are not subject to a perfected first priority security interest in favor of the Collateral Agent (subject only to the Lien described in clause (g)(i) of the definition of Permitted Encumbrances), or (ii) with respect to which a Loan Party does not have good, valid

23

and marketable title thereto, free and clear of any Lien (other than Liens described in clauses (g)(i), (i) and (p) of the definition of Permitted Encumbrances);

(e)Accounts which are disputed or with respect to which a claim, counterclaim, offset or chargeback has been asserted, but only to the extent of such dispute, counterclaim, offset or chargeback;

(f)Accounts which arise out of any sale made not in the ordinary course of business, made on a basis other than upon credit terms usual to the business of the Borrowers or are not payable in Dollars;

(g)Accounts which are owed by any account debtor whose principal place of business is not within the continental United States;

(h)Accounts which are owed by any Affiliate or any employee of a Loan Party;

(i)Accounts for which all consents, approvals or authorizations of, or registrations or declarations with any Governmental Authority required to be obtained, effected or given in connection with the performance of such Account by the account debtor or in connection with the enforcement of such Account by the Agents have been duly obtained, effected or given and are in full force and effect;

(j)Accounts due from an account debtor which is the subject of any bankruptcy or insolvency proceeding, has had a trustee or receiver appointed for all or a substantial part of its property, has made an assignment for the benefit of creditors or has suspended its business;

(k)Accounts due from any Governmental Authority except to the extent that the subject account debtor is the federal government of the United States of America and has complied with the Federal Assignment of Claims Act of 1940 and any similar state legislation;

(l)Accounts (i) owing from any Person that is also a direct supplier to or creditor of a Borrower or any of its Subsidiaries unless such Person has waived any right of setoff in a manner acceptable to the Administrative Agent or (ii) representing any manufacturer’s or supplier’s credits, discounts, incentive plans or similar arrangements entitling a Borrower or any of its Subsidiaries to discounts on future purchase therefrom;

(m)Accounts subject to any right of return, setoff or charge back;

(n)Accounts payable other than in Dollars or that are otherwise on terms other than those normal and customary in the Borrowers’ business;

(o)Accounts evidenced by a promissory note or other instrument;

(p)Accounts which are in excess of the credit limit for such account debtor established by the Borrowers in the ordinary course of business and consistent with past practices;

24

(q)Accounts which include extended payment terms (datings) beyond those generally furnished to other account debtors in the ordinary course of business;

(r)Accounts which constitute Credit Card Receivables; or

(s)Accounts which the Administrative Agent determines in its Permitted Discretion to be unacceptable for borrowing.

“End” means, with respect to any Business Day or calendar day, 4:30 p.m. Eastern time on such Business Day or calendar day, as the case may be.

“Environmental Laws” means any and all applicable federal, state, local, and foreign statutes, laws, regulations, ordinances, rules, judgments, orders, decrees, permits, licenses, agreements or governmental restrictions relating to pollution and the protection of the environment or the release of any materials into the environment, including those related to hazardous substances or wastes, air emissions and discharges to waste or public systems.

“Environmental Liability” means any liability, obligation, damage, loss, claim, action, suit, judgment, order, fine, penalty, fee, expense, or cost, contingent or otherwise (including any liability for damages, costs of environmental remediation, fines, penalties or indemnities), of the Borrower, any other Loan Party or any of their respective Subsidiaries directly or indirectly resulting from or based upon (a) violation of any Environmental Law, (b) the generation, use, handling, transportation, storage, treatment or disposal or presence of any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the release or threatened release of any Hazardous Materials into the environment or (e) any contract, agreement or other consensual arrangement pursuant to which liability is allocated with respect to any of the foregoing.

“Environmental Permit” means any permit, approval, identification number, license or other authorization required under any Environmental Law.

“Equipment” has the meaning set forth in the Security Agreement.

“Equity Interests” means, with respect to any Person, all of the shares of capital stock of (or other ownership or profit interests in) such Person, all of the warrants, options or other rights for the purchase or acquisition from such Person of shares of capital stock of (or other ownership or profit interests in) such Person, all of the securities convertible into or exchangeable for shares of capital stock of (or other ownership or profit interests in) such Person or warrants, rights or options for the purchase or acquisition from such Person of such shares (or such other interests), and all of the other ownership or profit interests in such Person (including partnership, member or trust interests therein), whether voting or nonvoting, and whether or not such shares, warrants, options, rights or other interests are outstanding on any date of determination.

“ERISA” means the Employee Retirement Income Security Act of 1974.

“ERISA Affiliate” means any trade or business (whether or not incorporated) under common control with a Loan Party within the meaning of Section 414(b) or (c) of the Code (and Sections 414(m) and (o) of the Code for purposes of provisions relating to Section 412 of the Code).

25

“ERISA Event” means (a) a Reportable Event with respect to a Pension Plan; (b) a withdrawal by a Loan Party or any ERISA Affiliate from a Pension Plan subject to Section 4063 of ERISA during a plan year in which it was a substantial employer (as defined in Section 4001(a)(2) of ERISA) or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA; (c) a complete or partial withdrawal by a Loan Party or any ERISA Affiliate from a Multiemployer Plan or notification that a Multiemployer Plan is in reorganization; (d) the filing of a notice of intent to terminate, the treatment of a Plan amendment as a termination under Sections 4041 or 4041A of ERISA, or the commencement of proceedings by the PBGC to terminate a Pension Plan or Multiemployer Plan; (e) an event or condition which constitutes grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan or Multiemployer Plan; or (f) the imposition of any liability under Title IV of ERISA, other than for PBGC premiums due but not delinquent under Section 4007 of ERISA, upon a Loan Party or any ERISA Affiliate.

“Event of Default” has the meaning provided in Section 8.01.  An Event of Default shall be deemed to be continuing unless and until that Event of Default has been duly waived as provided in Section 10.01 hereof.

“Excluded Taxes” means, with respect to the Administrative Agent, any Lender, the L/C Issuer or any other recipient of any payment to be made by or on account of any obligation of any Loan Party hereunder, (a) Taxes imposed on or measured by its overall net or gross income (however denominated), and franchise and other similar Taxes imposed on it, by the jurisdiction (or any political subdivision thereof) under the laws of which such recipient is organized, or is resident for tax purposes, or in which its principal office is located or, in the case of any Lender, in which its applicable Lending Office is located, (b) any branch profits Taxes imposed by the United States or any similar Tax imposed by any other jurisdiction described in clause (a), above, and (c) in the case of a Foreign Lender (other than an assignee pursuant to a request by the Lead Borrower under Section 10.13), any withholding Tax that is imposed on amounts payable to such Foreign Lender at the time such Foreign Lender becomes a party hereto (or designates a new Lending Office) or is attributable to such Foreign Lender’s failure or inability (other than as a result of a Change in Law) to comply with Section 3.01(d), except to the extent that such Foreign Lender (or its assignor, if any) was entitled, at the time of designation of a new Lending Office (or assignment), to receive additional amounts from the Borrowers with respect to such withholding tax pursuant to Section 3.01(a).

“Executive Order” has the meaning provided in Section 10.18.

“Existing Credit Agreements” means: (a) that certain Second Amended and Restated First Lien Credit Agreement, dated as of December 1, 2007 and amended and restated as of January 18, 2008 and November 17, 2008, by and between, among others, the Parent, the Lead Borrower, the lenders from time to time party thereto, and HSBC Bank USA, National Association, as administrative agent and collateral agent; and (b) that certain Mortgage Loan Agreement, dated as of November 17, 2008, by and among the Parent, the Lead Borrower, Bank of America, N.A., as agent, and the lenders from time to time party thereto.

“Federal Funds Rate”means, for any day, the rate per annum equal to the weighted average of the rates on overnight Federal funds transactions with members of the Federal

26

Reserve System arranged by Federal funds brokers on such day, as published by the Federal Reserve Bank of New York on the Business Day next succeeding such day; provided that (a) if such day is not a Business Day, the Federal Funds Rate for such day shall be such rate on such transactions on the next preceding Business Day as so published on the next succeeding Business Day, and (b) if no such rate is so published on such next succeeding Business Day, the Federal Funds Rate for such day shall be the average rate (rounded upward, if necessary, to a whole multiple of 1/100 of 1%) charged to Bank of America on such day on such transactions as determined by the Administrative Agent.

“Fee Letter” means the letter agreement, dated September 23, 2009, among the Lead Borrower, the Administrative Agent and BAS.

“Fiscal Period” means any fiscal period of any Fiscal Year of the Parent.

“Fiscal Quarter” means any fiscal quarter of any Fiscal Year of the Parent.

“Fiscal Year” means any period of thirteen consecutive Fiscal Periods ending on the calendar Saturday closest to December 31 of any calendar year.

“Foreign Asset Control Regulations” has the meaning provided in Section 10.18.

“Foreign Lender” means any Lender that is organized under the laws of a jurisdiction other than that in which any Borrower is resident for tax purposes.  For purposes of this definition, the United States, each State thereof and the District of Columbia shall be deemed to constitute a single jurisdiction.

“FRB” means the Board of Governors of the Federal Reserve System of the United States.

“Fronting Fee” has the meaning provided in Section 2.03(j).

“Fund” means any Person (other than a natural person) that is (or will be) engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its business.

“GAAP” means generally accepted accounting principles in the United States set forth in the opinions and pronouncements of the Accounting Principles Board and the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or such other principles as may be approved by a significant segment of the accounting profession in the United States, that are applicable to the circumstances as of the date of determination, consistently applied.

“Governmental Authority” means the government of the United States or any other nation, or of any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any supra-national bodies such as the European Union or the European Central Bank).

27

“Guarantee” means, as to any Person, any (a) any obligation, contingent or otherwise, of such Person guaranteeing or having the economic effect of guaranteeing any Indebtedness or other obligation payable or performable by another Person (the “primary obligor”) in any manner, whether directly or indirectly, and including any obligation of such Person, direct or indirect, (i) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation, (ii) to purchase or lease property, securities or services for the purpose of assuring the obligee in respect of such Indebtedness or other obligation of the payment or performance of such Indebtedness or other obligation, (iii) to maintain working capital, equity capital or any other financial statement condition or liquidity or level of income or cash flow of the primary obligor so as to enable the primary obligor to pay such Indebtedness or other obligation, or (iv) entered into for the purpose of assuring in any other manner the obligee in respect of such Indebtedness or other obligation of the payment or performance thereof or to protect such obligee against loss in respect thereof (in whole or in part), or (b) any Lien on any assets of such Person securing any Indebtedness or other obligation of any other Person, whether or not such Indebtedness or other obligation is assumed by such Person (or any right, contingent or otherwise, of any holder of such Indebtedness to obtain any such Lien) or is limited in recourse.  The amount of any Guarantee shall be deemed to be an amount equal to the stated or determinable amount of the related primary obligation, or portion thereof, in respect of which such Guarantee is made or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof as determined by the guaranteeing Person in good faith.  The term “Guarantee” as a verb has a corresponding meaning.

“Guarantor” means the Parent, each direct or indirect Subsidiary of the Parent (other than any CFC) listed on Schedule 1.02 annexed hereto and each other direct or indirect Subsidiary of the Parent that shall be required to execute and deliver a Joinder Agreement as a Guarantor pursuant to Section 6.12.

“Hazardous Materials” means all explosive or radioactive substances or wastes and all hazardous or toxic substances, wastes or other pollutants, including petroleum or petroleum distillates, asbestos or asbestos-containing materials, polychlorinated biphenyls, radon gas, infectious or medical wastes and all other substances or wastes of any nature regulated pursuant to any Environmental Law.

“Health Care Laws” means all federal, state and local laws, rules, regulations, interpretations, guidelines, ordinances and decrees primarily relating to patient healthcare, any health care provider, medical assistance and cost reimbursement program, as now or at any time hereafter in effect, including, but not limited to, the Social Security Act, the Social Security Amendments of 1972, the Medicare-Medicaid Anti-Fraud and Abuse Amendments of 1977, the Medicare and Medicaid Patient and Program Protection Act of 1987 and HIPAA.

“HIPAA” means the Health Insurance Portability and Accountability Act of 1996, as the same now exists or may hereafter from time to time be amended, modified, recodified or supplemented, together with all rules and regulations thereunder.

“HIPAA Compliance Date” has the meaning provided in Section 5.26(a).

“HIPAA Compliance Plan” has the meaning provided in Section 5.26(a).

28

“HIPAA Compliant” has the meaning provided in Section 5.26(a).

“Honor Date” has the meaning provided in Section 2.03(c)(i).

“HSBC USA” means HSBC Business Credit (USA) Inc.

“Immaterial Subsidiary” means, on any date, any Subsidiary of the Parent that (a) had less than five percent (5%) of consolidated assets and less than five percent (5%) of annual consolidated revenues of the Loan Parties as reflected on the most recent financial statements delivered pursuant to Section 6.01 prior to such date and (b) has been designated as such by the Parent in a written notice delivered to the Administrative Agent, other than any such Subsidiary as to which the Parent has revoked such designation by written notice to the Administrative Agent; provided that at no time shall all Immaterial Subsidiaries so designated by the Parent have in the aggregate consolidated assets or annual consolidated revenues as reflected on the most recent financial statements delivered pursuant to Section 6.01 prior to such time in excess of ten percent (10%) of consolidated assets or annual consolidated revenues respectively of the Loan Parties; provided further that a Subsidiary shall not be an Immaterial Subsidiary if it (i) holds title to any ABL Priority Collateral or (ii) is a Borrower.

“Increase Effective Date” has the meaning provided in Section 2.15(d).

“Indebtedness” means, as to any Person at a particular time, without duplication, all of the following, whether or not included as indebtedness or liabilities in accordance with GAAP:

(a)all obligations of such Person for borrowed money and all obligations of such Person evidenced by bonds, debentures, notes, loan agreements or other similar instruments;

(b)the maximum amount of all direct or contingent obligations of such Person arising under letters of credit (including standby and commercial), bankers’ acceptances, bank guaranties, surety bonds and similar instruments;

(c)net obligations of such Person under any Swap Contract;

(d)all obligations of such Person to pay the deferred purchase price of property or services (other than trade accounts payable in the ordinary course of business not past due for more than sixty (60) days);

(e)all Attributable Indebtedness of such Person;

(f)all Disqualified Stock, valued, in the case of a redeemable preferred interest, at the greater of its voluntary or involuntary liquidation preference plus accrued and unpaid dividends; and

(g)all Guarantees of such Person in respect of any of the foregoing.

For all purposes hereof, the Indebtedness of any Person shall include the Indebtedness of any partnership or joint venture (other than a joint venture that is itself a corporation or limited

29

liability company) in which such Person is a general partner or a joint venturer, unless such Indebtedness is expressly made non-recourse to such Person.  The amount of any net obligation under any Swap Contract on any date shall be deemed to be the Swap Termination Value thereof as of such date.

“Indemnified Taxes” means Taxes other than Excluded Taxes.

“Indemnitees” has the meaning specified in Section 10.04(b).

“Indenture” means that certain Indenture, dated as of October 9, 2009, among the Parent and the Lead Borrower, as co-issuers, and the Indenture Trustee, governing the issuance of the Senior Notes, as amended, restated, supplemented or otherwise modified from time to time in accordance with Section 7.12.

“Indenture Trustee” means Bank of America, N.A., in its capacity as trustee for the Note Holders pursuant to the terms of the Indenture, together with any successor trustee appointed in accordance with the Indenture.

“Information” has the meaning specified in Section 10.07.

“Initial Appraisal” means the inventory and prescription list appraisal dated September 2009 undertaken by the Great American Group.

“Intellectual Property” means the Patents, Trademarks, Copyrights and Licenses (as each such term is defined in the Security Agreement).

“Intercreditor Agreement” means that certain Intercreditor Agreement, dated as of the Closing Date, by and between the Agents and the Indenture Trustee and acknowledged and agreed to by the Loan Parties, as amended and in effect from time to time.

“Interest Payment Date” means, (a) as to any Loan other than a Prime Rate Loan, the last day of each Interest Period applicable to such Loan and the Maturity Date; provided, however, that if any Interest Period for a LIBO Rate Loan exceeds three months, the respective dates that fall every three months after the beginning of such Interest Period shall also be Interest Payment Dates; and (b) as to any Prime Rate Loan (including a Swing Line Loan), the first Business Day of each month and the Maturity Date.

“Interest Period” means, as to each LIBO Rate Loan, the period commencing on the date such LIBO Rate Loan is disbursed or converted to or continued as a LIBO Rate Loan and ending on the date one, two, three or six months thereafter, as selected by the Lead Borrower in its Committed Loan Notice; provided that:

(a)any Interest Period that would otherwise end on a day that is not a Business Day shall be extended to the next succeeding Business Day unless such Business Day falls in another calendar month, in which case such Interest Period shall end on the next preceding Business Day;

30

(b)any Interest Period that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of the calendar month at the end of such Interest Period;

(c)no Interest Period shall extend beyond the Maturity Date; and

(d)notwithstanding the provisions of clause (c), no Interest Period shall have a duration of less than one (1) month, and if any Interest Period applicable to a LIBO Borrowing would be for a shorter period, such Interest Period shall not be available hereunder.

For purposes hereof, the date of a Borrowing initially shall be the date on which such Borrowing is made and thereafter shall be the effective date of the most recent conversion or continuation of such Borrowing.

“Inventory” has the meaning given that term in the UCC, and shall alsoinclude, without limitation, all: (a) goods which (i) are leased by a Person as lessor, (ii) are held by a Person for sale or lease or to be furnished under a contract of service, (iii) are furnished by a Person under a contract of service, or (iv) consist of raw materials, work in process, or materials used or consumed in a business; (b) goods of said description in transit; (c) goods of said description which are returned, repossessed or rejected; and (d) packaging, advertising, and shipping materials related to any of the foregoing.

“Inventory Reserves” means such reserves as may be established from time to time by the Administrative Agent in the Administrative Agent’s Permitted Discretion with respect to the determination of the saleability, at retail, of the Eligible Inventory or which reflect such other factors as may affect the market value of the Eligible Inventory.Without limiting the generality of the foregoing, Inventory Reserves may, in the Administrative Agent’s Permitted Discretion, include (but are not limited to) reserves based on: (a) obsolescence; (b) seasonality; (c) Shrink; (d) imbalance; (e) change in Inventory character; (f) change in Inventory composition; (g)change in Inventory mix; (h) mark-downs (both permanent and point of sale); (i) retail mark-ons and mark-ups inconsistent with prior period practice and performance, industry standards, current business plans or advertising calendar and planned advertising events; and (j) out-of-date and/or expired Inventory.

“Investment” means, as to any Person, any direct or indirect acquisition or investment by such Person, by means of (a) the purchase or other acquisition of Equity Interests of another Person, (b) a loan, advance or capital contribution to, Guarantee or assumption of debt of, or purchase or other acquisition of any other debt or interest in, another Person, or (c) any Acquisition, or (d) any other investment of money or capital in another Person in order to obtain a profitable return.  For purposes of covenant compliance, the amount of any Investment shall be the amount actually invested, without adjustment for subsequent increases or decreases in the value of such Investment.

“IRS” means the United States Internal Revenue Service.

31

“ISP” means, with respect to any Letter of Credit, the “International Standby Practices 1998” published by the Institute of International Banking Law & Practice (or such later version thereof as may be in effect at the time of issuance).

“Issuer Documents” means, with respect to any Letter of Credit, the Letter Credit Application, and any other document, agreement and instrument entered into by the L/C Issuer and any Borrower (or any Subsidiary) or in favor the L/C Issuer and relating to any such Letter of Credit.

“Joinder Agreement” means an agreement, substantially in the form attached hereto as Exhibit H, pursuant to which, among other things, a Person becomes a party to, and bound by the terms of, this Agreement and/or the other Loan Documents in the same capacity and to the same extent as either a Borrower or a Guarantor, as the Administrative Agent may determine.

“Lancaster Mortgage” means the mortgage, security agreement and assignment of leases and rents granted by the Lead Borrower and the Town of Lancaster Industrial Development Agency in favor of the Collateral Agent on the land described therein, together with the distribution center and other improvements thereon, located at 5873 Genesee Street, Lancaster, New York.

“Landlord Lien State” means Pennsylvania, Virginia and Washington and such other state(s) in which a landlord’s claim for rent may have priority over the lien of the Collateral Agent in any of the Collateral.

“Laws” means each international, foreign, federal, state and local statute, treaty, rule, guideline, regulation, ordinance, code and administrative or judicial precedent or authority, including the interpretation or administration thereof by any Governmental Authority charged with the enforcement, interpretation or administration thereof, and each applicable administrative order, directed duty, request, license, authorization and permit of, and agreement with, any Governmental Authority, in each case whether or not having the force of law.

“L/C Advance” means, with respect to each Lender, such Lender’s funding of its participation in any L/C Borrowing in accordance with its Applicable Percentage.

“L/C Borrowing” means an extension of credit resulting from a drawing under any Letter of Credit which has not been reimbursed on the date when made or refinanced as a Committed Borrowing.

“L/C Credit Extension” means, with respect to any Letter of Credit, the issuance thereof or extension of the expiry date thereof, or the increase of the amount thereof.

“L/C Issuer” means Bank of America, in its capacity as issuer of Letters of Credit hereunder, or any successor issuer of Letters of Credit hereunder (which successor may only be a Lender selected by the Administrative Agent in its Permitted discretion).  The L/C Issuer may, in its discretion, arrange for one or more Letters of Credit to be issued by Affiliates of the L/C Issuer, in which case the term “L/C Issuer” shall include any such Affiliate with respect to Letters of Credit issued by such Affiliate.

32

“L/C Obligations” means, as at any date of determination, the aggregate undrawn amount available to be drawn under all outstanding Letters of Credit plus the aggregate of all Unreimbursed Amounts, including all L/C Borrowings.  For purposes of computing the amounts available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.06.  For all purposes of this Agreement, if on any date of determination a Letter of Credit has expired by its terms but any amount may still be drawn thereunder by reason of the operation of Rule 3.14 of the ISP, such Letter of Credit shall be deemed to be “outstanding” in the amount so remaining available to be drawn.

“Lease” means any agreement, whether written or oral, no matter how styled or structured, pursuant to which a Loan Party is entitled to the use or occupancy of any real property for any period of time.

“Lender” has the meaning specified in the introductory paragraph hereto and, as the context requires, includes the Swing Line Lender.

“Lending Office” means, as to any Lender, the office or offices of such Lender described as such in such Lender’s Administrative Questionnaire, or such other office or offices as a Lender may from time to time notify the Lead Borrower and the Administrative Agent.

“Letter of Credit” means each Banker’s Acceptance, each Standby Letter of Credit and each Commercial Letter of Credit issued hereunder.

“Letter of Credit Application” means an application and agreement for the issuance or amendment of a Letter of Credit in the form from time to time in use by the L/C Issuer.

“Letter of Credit Expiration Date” means the day that is thirty (30) days prior to the Maturity Date then in effect (or, if such day is not a Business Day, the next preceding Business Day).

“Letter of Credit Fee” has the meaning specified in Section 2.03(i).

“Letter of Credit Sublimit” means an amount equal to $50,000,000.  The Letter of Credit Sublimit is part of, and not in addition to, the Aggregate Commitments.  A permanent reduction of the Aggregate Commitments shall not require a corresponding pro rata reduction in the Letter of Credit Sublimit; provided, however, that if the Aggregate Commitments are reduced to an amount less than the Letter of Credit Sublimit, then the Letter of Credit Sublimit shall be reduced to an amount equal to (or, at the Lead Borrower’s option, less than) the Aggregate Commitments.

“LIBO Borrowing” means a Borrowing comprised of LIBO Loans.

“LIBO Rate” means for any Interest Period with respect to a LIBO Rate Loan, the rate per annum equal to the British Bankers Association LIBOR Rate (“BBA LIBOR”), as published by Reuters (or other commercially available source providing quotations of BBA LIBOR as designated by the Administrative Agent from time to time) at approximately 11:00 a.m., London time, two Business Days prior to the commencement of such Interest Period, for Dollar deposits (for delivery on the first day of such Interest Period) with a term equivalent to such Interest Period.  If such rate is not available at such time for any reason, then the “LIBO Rate” for such

33

Interest Period shall be the rate per annum determined by the Administrative Agent to be the rate at which deposits in Dollars for delivery on the first day of such Interest Period in same day funds in the approximate amount of the LIBO Rate Loan being made, continued or converted by Bank of America and with a term equivalent to such Interest Period would be offered by Bank of America’s London Branch to major banks in the London interbank eurodollar market at their request at approximately 11:00 a.m. (London time) two Business Days prior to the commencement of such Interest Period.

“LIBO Rate Loan” means a Committed Loan that bears interest at a rate based on the Adjusted LIBO Rate.

“Lien” means (a) any mortgage, deed of trust, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), charge, or preference, priority or other security interest or preferential arrangement in the nature of a security interest of any kind or nature whatsoever (including any conditional sale, Capital Lease Obligation, Synthetic Lease Obligation or other title retention agreement, any easement, right of way or other encumbrance on title to real property, and any financing lease having substantially the same economic effect as any of the foregoing, but excluding, for the avoidance of doubt, any licenses of intellectual property) and (b) in the case of securities, any purchase option, call or similar right of a third party with respect to such securities.

“Liquidation” means (after the occurrence and during the continuation of an Event of Default) the exercise by the Administrative Agent or Collateral Agent of those rights and remedies accorded to such Agents under the Loan Documents and applicable Laws as a creditor of the Loan Parties with respect to the realization on the Collateral, including the conduct by the Loan Parties acting with the consent of the Administrative Agent, of any public, private, “going-out-of-business”, store closing or other similar sale or any other disposition of the Collateral for the purpose of liquidating the Collateral.  Derivations of the word “Liquidation” (such as “Liquidate”) are used with like meaning in this Agreement.

“Liquidity Conditions” means, at the time of determination with respect to any specified transaction or payment, that (a) no Default or Event of Default then exists or would arise as a result of entering into such transaction or making such payment, (b) the Availability Condition has been satisfied, and (c) the Consolidated Fixed Charge Coverage Ratio, calculated based upon the most recent Measurement Period, was equal to or greater than 1.10:1.00.  Prior to undertaking any transaction or payment which is subject to the Liquidity Conditions, the Loan Parties shall deliver to the Administrative Agent (i) a certificate signed by a Responsible Officer of the Lead Borrower certifying that the conditions contained in clauses (a), (b) and (c) of the preceding sentence have been satisfied, and (ii) forecasts prepared in good faith by management of the Lead Borrower of Consolidated balance sheets, statements of income or operations and cash flows, and Availability projections on a Fiscal Period basis for the immediately following thirteen Fiscal Periods, which projected financial information shall give due consideration to results for prior Fiscal Periods, shall give effect to the proposed transaction or payment and shall be in a form and based upon assumptions reasonably satisfactory to the Administrative Agent.

“Loan” means an extension of credit by a Lender to any Borrower under Article II in the form of a Committed Loan or a Swing Line Loan.

34

“Loan Account” has the meaning provided in Section 2.11(a).

“Loan Cap” means, at any time of determination, the lesser of (a) the Aggregate Commitments or (b) the Borrowing Base.

“Loan Documents” means this Agreement, each Note, each Issuer Document, the Fee Letter, all Borrowing Base Certificates, the Blocked Account Agreements, the Credit Card Notifications, the Security Documents, the Intercreditor Agreement, and any other instrument or agreement now or hereafter executed and delivered in connection herewith, or in connection with any transaction arising out of any Cash Management Services and Bank Products, each as amended and in effect from time to time; provided that, for purposes of the definition of “Material Adverse Effect” and Article VII, “Loan Documents” shall not include agreements relating to Cash Management Services and Bank Products.

“Loan Parties” means, collectively, the Borrowers and each Guarantor.  “Loan Party” means any one of such Persons.

“Management Agreement” means the Transaction and Monitoring Fee Agreement, dated as of November 30, 2007, by and among certain of the management companies affiliated with the Sponsor and the Parent, as in effect on the Closing Date and as modified from time to time in a manner not materially adverse to the Lenders or otherwise with the consent of the Administrative Agent.

“Management Fee” means any management or advisory fee to be paid pursuant to the terms and conditions of the Management Agreement.

“Material Adverse Effect” means (a) a material adverse change in, or a material adverse effect upon, the operations, business, properties, liabilities (actual or contingent) or financial condition of the Parent and its Subsidiaries taken as a whole; (b) a material impairment of the ability of the Loan Parties (taken as a whole) to perform their obligations under any Loan Document to which they are parties; or (c) a material impairment of the rights and remedies (taken as a whole) of the Agents or the Lenders under any Loan Document or a material adverse effect upon the legality, validity, binding effect or enforceability against the Loan Parties (taken as a whole) of any Loan Document to which they are parties.  In determining whether any individual event would result in a Material Adverse Effect, notwithstanding that such event in and of itself does not have such effect, a Material Adverse Effect shall be deemed to have occurred if the cumulative effect of such event and all other then existing events would result in a Material Adverse Effect.

“Material Contract” means (a) the McKesson Agreements, (b) the C&S Supply Agreement, (c) the EDS Agreement and (d) with respect to any Person, each other contract to which such Person is a party, the termination or breach of which (unless replaced in accordance with the terms of Section 7.12(a)) would reasonably likely result in a Material Adverse Effect.

“Material Indebtedness” means (a) Indebtedness of the Loan Parties under the Senior Notes Documents and (b) other Indebtedness (other than the Obligations) of the Loan Parties in an aggregate principal amount exceeding $5,000,000.   For purposes of determining the amount of Material Indebtedness at any time, (a) the amount of the obligations in respect of any Swap

35

Contract at such time shall be calculated at the Swap Termination Value thereof, (b) undrawn committed or available amounts shall be included, and (c) all amounts owing to all creditors under any combined or syndicated credit arrangement shall be included.

“Maturity Date” means October 9, 2013.

“Maximum Rate” has the meaning provided in Section 10.09.

“McKesson Agreements” means, collectively, (a) that certain Master License and Services Agreement (ASP), dated as of November 27, 2007, by and between NDCHealth Corporation d/b/a Per-Se Technologies and the Lead Borrower, and (b) that certain Supply Agreement, dated as of January 31, 2008, between McKesson Corporation and the Lead Borrower, each as amended and in effect from time to time.

“Measurement Period” means, at any date of determination, the most recently completed thirteen Fiscal Periods of the Parent or, if fewer than thirteen consecutive Fiscal Periods of the Parent have been completed since the Closing Date, the Fiscal Periods of the Parent that have been completed since the Closing Date.

“Moody’s” means Moody’s Investors Service, Inc. and any successor thereto.

“Multiemployer Plan” means any employee benefit plan of the type described in Section 4001(a)(3) of ERISA, to which a Loan Party or any ERISA Affiliate makes or is obligated to make contributions, or during the preceding five plan years, has made or been obligated to make contributions.

“Net Proceeds” means:

(a)with respect to any Prepayment Event described in clauses (a) or (b) of the definition thereof, the excess, if any, of (i) the sum of cash and cash equivalents received in connection with such Prepayment Event (including any cash or cash equivalents received by way of deferred payment pursuant to, or by monetization of, a note receivable or otherwise, but only as and when so received) over (ii) the sum of (A) the principal amount of any Indebtedness that is secured by the applicable asset by a Lien permitted hereunder which is senior to the Collateral Agent’s Lien on such asset and that is required to be repaid (or to establish an escrow for the future repayment thereof) in connection with such Prepayment Event (other than Indebtedness under the Loan Documents, but including the payment of the proceeds from any Notes Priority Collateral in reduction of the Indebtedness under the Senior Notes Documents), (B) the reasonable and customary out-of-pocket expenses incurred by such Loan Party or such Subsidiary in connection with such Prepayment Event (including, without limitation, appraisals, and brokerage, legal, title and recording or transfer tax expenses and commissions) paid by any Loan Party to third parties (other than Affiliates)); and

(b)with respect to any Prepayment Event described in clause (c) of the definition thereof, the excess of (i) the sum of the cash and cash equivalents received in connection with such Prepayment Event over (ii) the sum of (A) the underwriting discounts and commissions, and other reasonable and customary out-of-pocket expenses,

36

incurred by such Loan Party or such Subsidiary in connection therewith and (B) the principal amount of any Indebtedness (plus any premium or other required payment on account thereof) under the Senior Note Documents (if any) that is required to be repaid in connection with such Prepayment Event.

“Non-Consenting Lender” has the meaning provided in Section 10.01.

“Non-Loan Party Subsidiary” means any Subsidiary of the Borrower which is not, and is not required to become, a Guarantor or Borrower.

“Non-Extension Notice Date” has the meaning provided in Section 2.03(b)(iii).

“Note” means a promissory note made by the Borrowers in favor of a Lender evidencing Loans made by such Lender, substantially in the form of Exhibit C, as the same may be amended, supplemented or modified from time to time.

“Note Holders” means the holders of the Senior Notes pursuant to the terms of the Indenture.

“Note Obligations” has the meaning given that term in the Intercreditor Agreement.

“Notes Priority Collateral” has the meaning given that term in the Intercreditor Agreement.

“NPL” means the National Priorities List under CERCLA.

“Obligations” means (a) all advances to, and debts (including principal, interest, fees, costs, and expenses), liabilities, obligations, covenants, indemnities, and duties of, any Loan Party arising under any Loan Document or otherwise with respect to any Loan or Letter of Credit (including payments in respect of reimbursement of disbursements, interest thereon and obligations to provide cash collateral therefor), whether direct or indirect (including those acquired by assumption), absolute or contingent, due or to become due, now existing or hereafter arising and including interest, fees, costs, expenses and indemnities that accrue after the commencement by or against any Loan Party or any Affiliate thereof of any proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceeding, regardless of whether such interest, fees, costs, expenses and indemnities are allowed claims in such proceeding, and (b) any Other Liabilities.

“Organization Documents” means, (a) with respect to any corporation, the certificate or articles of incorporation and the bylaws (or equivalent or comparable constitutive documents with respect to any non-U.S. jurisdiction); (b) with respect to any limited liability company, the certificate or articles of formation or organization and operating agreement; (c) with respect to any partnership, joint venture, trust or other form of business entity, the partnership, joint venture or other applicable agreement of formation or organization and any agreement, instrument, filing or notice with respect thereto filed in connection with its formation or organization with the applicable Governmental Authority in the jurisdiction of its formation or organization and, if applicable, any certificate or articles of formation or organization of such entity, and (d) in each case, all shareholder or other equity holder agreements, voting trusts and similar arrangements to

37

which such Person is a party or which is applicable to its Equity Interests and all other arrangements relating to the Control or management of such Person.

“Other Liabilities” means any obligation on account of (a) any Cash Management Services furnished to any of the Loan Parties and/or any of their Subsidiaries and/or (b) any Bank Product furnished to any of the Loan Parties and/or any of their Subsidiaries, as each may be amended from time to time.

“Other Taxes” means all present or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies arising from any payment made hereunder or under any other Loan Document or from the execution, delivery or enforcement of, or otherwise with respect to, this Agreement or any other Loan Document.

“Outstanding Amount” means: (i) with respect to Committed Loans and Swing Line Loans on any date, the aggregate outstanding principal amount thereof after giving effect to any borrowings and prepayments or repayments of Committed Loans and Swing Line Loans, as the case may be, occurring on such date; and (ii) with respect to any L/C Obligations on any date, the amount of such L/C Obligations on such date after giving effect to any L/C Credit Extension occurring on such date and any other changes in the aggregate amount of the L/C Obligations as of such date, including as a result of any reimbursements by the Borrowers of Unreimbursed Amounts.

“Overadvance” means a Credit Extension to the extent that, immediately after its having been made, Availability is less than zero.

“PACA” means the Perishable Agriculture Commodities Act, 1930 and all regulations promulgated thereunder, as amended from time to time.

“Parent” means Tops Holding Corporation, a Delaware corporation.

“Participant” has the meaning provided in Section 10.06(c).

“PASA” means the Packers and Stockyard Act, 1921 and all regulations promulgated thereunder, as amended from time to time.

“Patriot Act” has the meaning provided in Section 4.01(k).

“Payment Conditions” means, at the time of determination with respect to any specified transaction or payment, that (a) no Default or Event of Default then exists or would arise as a result of entering into such transaction or making such payment, (b) the Availability Condition has been satisfied, and (c) the Consolidated Fixed Charge Coverage Ratio, calculated based upon the most recent Measurement Period, was equal to or greater than 1.25:1.00.  Prior to undertaking any transaction or payment which is subject to the Payment Conditions, the Loan Parties shall deliver to the Administrative Agent (i) a certificate signed by a Responsible Officer of the Lead Borrower certifying that the conditions contained in clauses (a), (b) and (c) of the preceding sentence have been satisfied, and (ii) forecasts prepared in good faith by management of the Lead Borrower of Consolidated balance sheets, statements of income or operations and cash flows, and Availability projections on a Fiscal Period basis for the immediately following

38

thirteen Fiscal Periods, which projected financial information shall give due consideration to results for prior Fiscal Periods, shall give effect to the proposed transaction or payment and shall be in a form and based upon assumptions reasonably satisfactory to the Administrative Agent.

“PBGC” means the Pension Benefit Guaranty Corporation.

“PCAOB” means the Public Company Accounting Oversight Board.

“Pension Plan” means any “employee pension benefit plan” (as such term is defined in Section 3(2) of ERISA), other than a Multiemployer Plan, that is subject to Title IV of ERISA and is sponsored or maintained by a Loan Party or any ERISA Affiliate or to which a Loan Party or any ERISA Affiliate contributes or has an obligation to contribute, or in the case of a multiple employer or other plan described in Section 4064(a) of ERISA, has made contributions at any time during the immediately preceding five plan years.

“Perfection Certificate” has the meaning given that term in the Security Agreement.

“Perishable Inventory” means Inventory consisting of meat, dairy, cheese, seafood, produce, delicatessen, non-artificial floral products, bakery goods and prepared foods and other similar categories of Inventory which have a short shelf life.

“Permitted Acquisition” means (i) an Acquisition or series of related Acquisitions of Store locations (including, if applicable, the related Inventory at such Store locations) in which the total consideration paid (whether in cash, tangible property, notes or other property) does not exceed in the aggregate the sum of $2,000,000 in any Fiscal Year, provided that no Default or Event of Default exists at the time of, or immediately after giving effect to, the consummation of any such Acquisition or series of related Acquisitions, or (ii) an Acquisition in which all of the following conditions are satisfied:

(a)No Default or Event of Default then exists or would arise from the consummation of such Acquisition;

(b)Such Acquisition shall have been approved by the Board of Directors of the Person (or similar governing body if such Person is not a corporation) which is the subject of such Acquisition and such Person shall not have announced that it will oppose such Acquisition or shall not have commenced any action which alleges that such Acquisition shall violate applicable Law;

(c)The Lead Borrower shall have furnished the Administrative Agent with fifteen (15) days’ written notice prior to the consummation of such intended Acquisition and shall have furnished the Administrative Agent with (i) a current draft of the documents, agreements and instruments contemplated to be executed in connection therewith (and final copies thereof as and when executed), and (ii) historical financial statements (whether audited or unaudited) or tax returns (to be provided only if historical financial statements are not available) in each case to the extent received by the Lead Borrower by or on behalf of the Person which is the subject of such Acquisition;

39

(d)If the proceeds of any Credit Extension are being used to directly or indirectly finance all or any portion of such Acquisition, either (i) the legal structure of such Acquisition shall be acceptable to the Administrative Agent in its Permitted Discretion, or (ii) the Loan Parties shall have provided the Administrative Agent with a solvency opinion from an unaffiliated third party valuation firm reasonably satisfactory to the Administrative Agent;

(f)After giving effect to such Acquisition, if such Acquisition is an Acquisition of Equity Interests, a Loan Party shall acquire and own, directly or indirectly, a majority of the Equity Interests in the Person being acquired and shall Control a majority of any voting interests or shall otherwise Control the governance of the Person being acquired;

(g)Prior to the inclusion of the assets (or the assets of the Person) acquired in such Acquisition in the Borrowing Base, the Administrative Agent shall have received (i) the results of appraisals of the assets (or the assets of the Person) to be acquired in such Acquisition and of a commercial finance examination of the Person which is (or whose assets are) being acquired, and (ii) such other due diligence as the Administrative Agent may reasonably require, all of the results of such due diligence to be reasonably satisfactory to the Administrative Agent;

(h)Any assets acquired shall be utilized in, and if such Acquisition involves a merger, consolidation or stock acquisition, the Person which is the subject of such Acquisition shall be engaged in, a business otherwise permitted to be engaged in by a Borrower under this Agreement;

(i)If the Person which is the subject of such Acquisition will be maintained as a Wholly Owned Subsidiary of a Loan Party, or if the assets acquired in such Acquisition will be transferred to a Wholly Owned Subsidiary which is not then a Loan Party, such Subsidiary shall have been joined as a “Borrower” hereunder or as a Guarantor in accordance with the terms of Section 6.12, and the Collateral Agent shall have received a security and/or mortgage interest in such Subsidiary’s Equity Interests, Inventory, Accounts, Real Estate and other property of the same nature as constitutes Collateral under the Security Documents; and

(j)The Liquidity Conditions shall have been satisfied.

“Permitted Additional Pari Passu Obligations” has the meaning set forth in the Indenture.

“Permitted Business” means the business conducted by the Loan Parties on the Closing Date, and any business substantially similar, reasonably related, complementary, incidental or ancillary thereto.

“Permitted Discretion” means a determination made by the Administrative Agent in the exercise of its commercially reasonable business judgment, exercised in good faith in accordance with customary business practices for comparable asset-based lending transactions in the retail industry.

40

“Permitted Disposition” means any of the following:

(a)Dispositions of Inventory in the ordinary course of business;

(b)bulk sales or other Dispositions of the Inventory of a Loan Party not in the ordinary course of business in connection with Store closings and/or Store sales for cash consideration, at arm’s length, provided that such Store closures and/or Store sales and related Inventory Dispositions shall not exceed (i) in any Fiscal Year of the Parent and its Subsidiaries, ten percent (10%) of the number of the Loan Parties’ Stores as of the beginning of such Fiscal Year (net of new Store openings) and (ii) in the aggregate from and after the Closing Date, twenty five percent (25%) of the number of the Loan Parties’ Stores in existence as of the Closing Date (net of new Store openings); provided further that all sales of Inventory in connection with Store closings (in a single transaction or series of related transactions) that exceed the foregoing limits shall (i) require the consent of the Administrative Agent and the Required Lenders (which consent shall not be unreasonably withheld, delayed or conditioned), and (ii) be in accordance with liquidation agreements and with professional liquidators reasonably acceptable to the Agents; provided further that all Net Proceeds received in connection with such Store closures and/or Store sales and related Inventory Dispositions are applied to the Obligations if then required in accordance with Section 2.05 hereof;

(c)licenses of intellectual property of a Loan Party or any of its Subsidiaries in the ordinary course of business;

(d)licenses for the conduct of licensed departments within the Loan Parties’ Stores in the ordinary course of business; provided that the Loan Parties shall provide the Agents with thirty (30) days prior written notice and, if requested by the Agents, the Loan Parties shall use commercially reasonable efforts to cause the Person operating such licensed department to enter into an intercreditor agreement on terms and conditions reasonably satisfactory to the Agents (provided that the Administrative Agent may impose Reserves in its Permitted Discretion with respect to the operation of any such licensed department);

(e)Dispositions of Equipment in the ordinary course of business that is substantially worn, damaged, obsolete or, in the judgment of a Loan Party, no longer useful or necessary in its business or that of any Subsidiary and is not replaced with similar property having at least equivalent value;

(f)sales, transfers and Dispositions among the Loan Parties or by any Subsidiary to a Loan Party;

(g)sales, transfers and Dispositions of or by any Subsidiary which is not a Loan Party to another Subsidiary that is not a Loan Party; and

(h)to the extent constituting a Disposition, Liens to the extent permitted by Section 7.01 of this Agreement;

41

(i)Restricted Payments to the extent permitted by Section 7.02 of this Agreement;

(j)Investments to the extent permitted by Section 7.02 of this Agreement;

(k)any Disposition in connection with a foreclosure on assets, or a Disposition of Investments or receivables, in connection with the compromise, settlement or collection thereof or in a bankruptcy or similar proceedings;

(l)the Disposition or voluntary termination of any Swap Contract;

(m)the surrender or waiver of any contract rights or the settlement, release or surrender of contract, tort or other claims of any kind, provided that Loan Parties comply with the provisions of Section 6.19 of this Agreement;

(n)the Disposition of any Cash Equivalents, provided that the proceeds of the same constitute a Permitted Investment or are used in a manner consistent with Section 6.11 of this Agreement;

(o)the Disposition of cash in the ordinary course of business, to the extent used in a manner consistent with Section 6.11 of this Agreement;

(p)to the extent allowable under Section 1031 of the Code, any exchange of like property (excluding any boot thereon) for use in a Permitted Business; provided that, to the extent the property exchanged was ABL Priority Collateral, substantially all of property received in exchange therefor constitutes ABL Priority Collateral having an Appraised Value at least equal to the Appraised Value of the property exchanged and the Collateral Agent shall have a first priority perfected Lien on such property; provided further that, prior to making such Disposition, the Administrative Agent shall have received (i) the results of appraisals and of a commercial finance examination of the assets  to be acquired and (ii) such other due diligence as the Administrative Agent may reasonably require, all of the results of the foregoing to be reasonably satisfactory to the Administrative Agent;

(q)as long as no Default or Event of Default then exists or would arise therefrom, sales of Real Estate of any Loan Party (or sales of any Person or Persons created to hold such Real Estate or the Equity Interests in such Person or Persons), including sale-leaseback transactions involving any such Real Estate pursuant to leases on market terms, as long as, (i) such sale is made for fair market value, (ii) all Net Proceeds received in connection with any such sale are applied to the Obligations if then required in accordance with Section 2.05 hereof, and (iii) in the case of any sale-leaseback transaction permitted hereunder, the Agents shall have received from each purchaser or transferee a Collateral Access Agreement on terms and conditions reasonably satisfactory to the Agents;

(r)Dispositions of non-ABL Priority Collateral to Non-Loan Party Subsidiaries in an aggregate amount not to exceed $5,000,000 during the term of this Agreement;

42

(s)Dispositions made in connection with a Qualified Securitization Transaction;

(t)Dispositions of non-ABL Priority Collateral in an aggregate amount not to exceed $10,000,000 during the term of this Agreement;

(u)the issuance and sale of Equity Interests (other than Disqualified Stock) by any Loan Party or any Subsidiary thereof;

(v) any other Dispositions (other than bulk sales of Inventory in connection with Store closings, in which case the requirements of clause (b) of this definition must be satisfied; provided that, for the avoidance of doubt, the sale of a Store to a third party for cash consideration shall not, for purposes of this clause (u), constitute a “Store closing”), provided that (i) the Liquidity Conditions shall have been satisfied and (ii) in the case of bulk sales of Inventory in connection with Store sales, such Store sales shall be for cash consideration and the Administrative Agent shall have received, prior to the consummation of any such Store sales and related Inventory Dispositions, an updated Inventory and prescription list appraisal undertaken by an independent appraiser engaged by the Administrative Agent at the Loan Parties’ expense (it being acknowledged and agreed that the Administrative Agent’s right to obtain an updated appraisal pursuant to this clause (u) is in addition to, and not in limitation of, the Administrative Agent’s right to conduct appraisals pursuant to Section 6.10 at the Loan Parties’ expense).

“Permitted Encumbrances” means:

(a)Liens imposed by law for Taxes that are not yet due or are being contested in compliance with Section 6.04;

(b)Carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s and other like Liens imposed by applicable Law, arising in the ordinary course of business and securing obligations that are not overdue by more than thirty (30) days or are being contested in compliance with Section 6.04;

(c)Pledges and deposits made in the ordinary course of business in compliance with workers’ compensation, unemployment insurance and other social security laws or regulations, other than any Lien imposed by ERISA;

(d)Deposits to secure the performance of bids, trade contracts and leases (other than Indebtedness), statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business;

(e)Liens in respect of judgments that would not constitute an Event of Default hereunder;

(f)Easements, covenants, conditions, restrictions, building code laws, zoning restrictions, rights-of-way and similar encumbrances on real property imposed by law or arising in the ordinary course of business that do not secure any monetary obligations and do not materially detract from the value of the affected property or materially interfere

43

with the ordinary conduct of business of a Loan Party and such other minor title defects or survey matters that are disclosed by current surveys that, in each case, do not materially interfere with the current use of the real property;

(g)(i) the Lien of The Buffalo Economic Renaissance Corporation on the assets of the Lead Borrower located at, or related to, 1275 Jefferson Avenue, Buffalo, New York securing Indebtedness in an aggregate principal amount not to exceed $200,000 and (ii) other Liens existing on the Closing Date and listed on Schedule 7.01 (or, to the extent not listed on Schedule 7.01, Liens on non-ABL Priority Collateral having an aggregate fair market value of less than $1,000,000);

(h)Liens on fixed or capital assets acquired by any Loan Party which are permitted under clause (c) of the definition of Permitted Indebtedness so long as (i) such Liens and the Indebtedness secured thereby are incurred prior to or within ninety (90) days after such acquisition, (ii) the Indebtedness secured thereby does not exceed the cost of acquisition of such fixed or capital assets and (iii) such Liens shall not extend to any other property or assets of the Loan Parties;

(i)Liens in favor of the Collateral Agent;

(j)Landlords’ and lessors’ Liens in respect of rent not in default;

(k)Possessory Liens in favor of brokers and dealers arising in connection with the acquisition or disposition of Investments owned as of the date hereof and Permitted Investments, provided that such liens (i) attach only to such Investments and (ii) secure only obligations incurred in the ordinary course and arising in connection with the acquisition or disposition of such Investments and not any obligation in connection with margin financing;

(l)Liens arising solely by virtue of any statutory or common law provisions relating to banker’s liens, liens in favor of securities intermediaries, rights of setoff or similar rights and remedies as to deposit accounts or securities accounts or other funds maintained with depository institutions or securities intermediaries;

(m)Liens arising from precautionary UCC filings regarding “true” operating leases or, to the extent permitted under the Loan Documents, the consignment of goods to a Loan Party;

(n)voluntary Liens on property (other than ABL Priority Collateral) in existence at the time such property is acquired or on such property of a Subsidiary of a Loan Party in existence at the time such Subsidiary is acquired; provided that such Liens are not incurred in connection with, or in anticipation of, such acquisition and do not attach to any other assets of any Loan Party or any Subsidiary;

(o)Liens in favor of customs and revenues authorities imposed by applicable Law arising in the ordinary course of business in connection with the importation of goods and securing obligations (i) that are not overdue by more than thirty (30) days, or (ii)(A) that are being contested in good faith by appropriate proceedings, (B) the

44

applicable Loan Party or Subsidiary has set aside on its books adequate reserves with respect thereto in accordance with GAAP and (C) such contest effectively suspends collection of the contested obligation and enforcement of any Lien securing such obligation during the pendency of such contest;

(p)Liens on the Collateral securing the Indebtedness arising under the Senior Notes Documents, including any Permitted Additional Pari Passu Obligations (and any Permitted Refinancing thereof) having the priority set forth in the Intercreditor Agreement;

(q)encumbrances referred to in Schedule B of the mortgage policy in favor of the Indenture Trustee insuring the Lancaster Mortgage;

(r)any interest or title of a lessor or sublessor under any lease or sublease of real property entered into by any Loan Party in the ordinary course of its business and not interfering in any material respect with the business of the Loan Parties;

(s)Liens on property of Non-Loan Party Subsidiaries securing Indebtedness or other obligations not prohibited by this Agreement to be incurred by such Non-Loan Party Subsidiaries;

(t)Liens arising by operation of law under Article 4 of the UCC in connection with the collection of items provided for therein;

(u)Liens on assets transferred to a Securitization Entity or on assets of a Securitization Entity, in either case incurred in connection with a Qualified Securitization Transaction;

(v)other Liens on non-ABL Priority Collateral securing obligations in an aggregate amount not to exceed $10,000,000 at any one time outstanding; and

(w)any extension, renewal, refinancing or replacement, in whole or in part, of any Lien described in the foregoing clauses (a) through (v), provided that (i) the property or assets covered thereby is not changed, (ii) the amount secured or benefited thereby is not increased, (iii) the direct or any contingent obligor with respect thereto is not changed, and (iv) any renewal or extension of the obligations secured or benefited thereby is permitted by clause (a) of the definition of Permitted Indebtedness.

‘‘Permitted Holders’’ means (i) each of the Sponsors, (ii) each member of management of the Parent or the Lead Borrower who are holders of Equity Interests of the Parent and (iii) any ‘‘group’’ (within the meaning of Section 13(d) or Section 14(d) of the Securities Exchange Act of 1934 or any successor provision) of which any of the foregoing Persons is a member, provided that in the case of such ‘‘group’’ and without giving effect to the existence of such ‘‘group’’ or any other ‘‘group,’’ such Sponsors and members of management, collectively, have beneficial ownership, directly or indirectly, of more than 50% of the total voting power of the voting Equity Interests of the Parent or any of its direct or indirect parent entities held by such ‘‘group.’’

45

“Permitted Indebtedness” means each of the following, as long as no Default or Event of Default has occurred and is continuing or would arise from the incurrence thereof:

(a)Indebtedness outstanding on the date hereof and listed on Schedule 7.03 and any Permitted Refinancing thereof;

(b)Indebtedness of: (i) any Loan Party to any other Loan Party; (ii) any Non-Loan Party Subsidiary to any other Non-Loan Party Subsidiary; (iii) any Non-Loan Party Subsidiary to any Loan Party; and (iv) any Loan Party to any Non-Loan Party Subsidiary, provided that the aggregate amount of all such Indebtedness in all Non-Loan Party Subsidiaries, together with Investments permitted pursuant to clause (i) of the definition of Permitted Investments, shall not exceed $1,500,000 at any time outstanding.

(c)without duplication of Indebtedness described in clauses (a) or (f) of this definition, purchase money Indebtedness of any Loan Party to finance the acquisition of any fixed or capital assets, including Capital Lease Obligations and Synthetic Lease Obligations, and any Indebtedness assumed in connection with the acquisition of any such assets or secured by a Lien on any such assets prior to the acquisition thereof, and Permitted Refinancings thereof; provided, however, that the aggregate principal amount of Indebtedness permitted by this clause (c) shall not exceed $50,000,000 at any time outstanding; provided further that, if such fixed or capital asset is material to the operation of a Loan Party’s business and is determined by the Collateral Agent in its Permitted Discretion to be reasonably necessary for the Liquidation of ABL Priority Collateral then, if requested by the Collateral Agent, the Loan Parties shall use commercially reasonable efforts to cause the holders of such Indebtedness to enter into a Collateral Access Agreement on terms reasonably satisfactory to the Collateral Agent (provided that the Administrative Agent may impose reserves in its Permitted Discretion with respect to the obligations arising under such transaction);

(d)obligations (contingent or otherwise) of any Loan Party or any Subsidiary thereof existing or arising under any Swap Contract or any Commodity Price Protection Agreement, provided that such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with fluctuations in interest rates, foreign exchange rates or commodity prices, and not for purposes of speculation or taking a “market view”;

(e)contingent liabilities under surety bonds or similar instruments incurred in the ordinary course of business in connection with the construction or improvement of Real Estate;

(f)Indebtedness incurred for the construction or acquisition or improvement of, or to finance or to refinance, any Real Estate owned or leased by any Loan Party (including therein any Indebtedness incurred in connection with sale-leaseback transactions permitted hereunder), provided that (i) all Net Proceeds received in connection with any such Indebtedness are applied to the Obligations if then required in accordance with Section 2.05 hereof, and (ii) the Loan Parties shall cause the holders of

46

such Indebtedness to enter into a Collateral Access Agreement on terms reasonably satisfactory to the Collateral Agent;

(g)Indebtedness with respect to the deferred purchase price for any Permitted Acquisition, provided that such Indebtedness does not require the payment in cash of principal (other than in respect of working capital adjustments) prior to the Maturity Date, has a maturity which extends beyond the Maturity Date, and is subordinated to the Obligations on terms reasonably acceptable to the Administrative Agent;

(h)Indebtedness of any Person that becomes a Subsidiary of a Loan Party in a Permitted Acquisition, which Indebtedness is existing at the time such Person becomes a Subsidiary of a Loan Party (other than Indebtedness incurred solely in contemplation of such Person’s becoming a Subsidiary of a Loan Party);

(i)the Obligations;

(j)Indebtedness arising under the Indenture and the other Senior Notes Documents (including Indebtedness consisting of Guarantees of the Indenture) and any refinancing thereof in accordance with the terms of the Intercreditor Agreement;

(k)unsecured Indebtedness arising under a Guarantee by a Loan Party of obligations of any Non-Loan Party Subsidiary in an aggregate amount not to exceed $5,000,000 at any one time outstanding;

(l)Indebtedness of any Loan Party arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently drawn by such Loan Party in the ordinary course of business against insufficient finds so long as such Indebtedness is promptly repaid;

(m)Indebtedness incurred by a Securitization Entity in connection with a Qualified Securitization Transaction that is non-recourse Indebtedness with respect to the Loan Parties (except for Standard Securitization Undertakings);

(n)Indebtedness of a Loan Party to officers, directors, employees and consultants of such Loan Party, their respective estates, spouses or former spouses, in each case to finance the purchase or redemption of Equity Interests of the Parent to the extent permitted by clause (d) of Section 7.06 upon termination, disability or death;

(o)Indebtedness incurred by a Loan Party or any Non-Loan Party Subsidiary in connection with the financing of insurance premiums;

(p)Indebtedness incurred pursuant to a Guarantee of Indebtedness permitted under this definition;

(q)Indebtedness incurred in the ordinary course of business consisting of take-or-pay obligations contained in supply arrangements; and

47

(r)unsecured Indebtedness in an aggregate principal amount not to exceed $30,000,000 at any time outstanding.

“Permitted Investments” means each of the following, as long as no Event of Default has occurred and is continuing or would arise from the making of such Investment:

(a)Cash Equivalents;

(b)Investments existing on the Closing Date and set forth on Schedule 7.02, and Investments that replace such Investments, provided that such Investments are Permitted Investments;

(c)(i) Investments by any Loan Party and its Subsidiaries in their respective Subsidiaries outstanding on the date hereof, (ii) additional Investments by any Loan Party and its Subsidiaries in Loan Parties (other than the Parent), and (iii) additional Investments by Subsidiaries of the Loan Parties that are not Loan Parties in other Subsidiaries that are not Loan Parties;

(d)Investments consisting of extensions of credit in the nature of accounts receivable or notes receivable arising from the grant of trade credit in the ordinary course of business, and Investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors to the extent reasonably necessary in order to prevent or limit loss;

(e)Guarantees constituting Permitted Indebtedness;

(f)Investments by any Loan Party in Swap Contracts permitted hereunder;

(g)Investments received in connection with the bankruptcy or reorganization of, or settlement of delinquent accounts and disputes with, customers and suppliers, in each case in the ordinary course of business;

(h)advances to officers, directors and employees of the Loan Parties and Subsidiaries in the ordinary course of business in an aggregate amount not to exceed $2,000,000 at any time outstanding;

(i)Investments in Non-Loan Party Subsidiaries, together with Indebtedness incurred pursuant to clause (b)(iv) of the definition of Permitted Indebtedness, in an aggregate amount not to exceed $1,500,000 at any time outstanding;

(j)Investments constituting Permitted Acquisitions;

(k)capital contributions made by any Loan Party to another Loan Party;

(l)Investments made in connection with a Qualified Securitization Transaction;

48

(m)Investments in the form of promissory notes or other non-cash consideration received by any Loan Party from purchasers of any assets in connection with Permitted Dispositions;

(n)other Investments in an aggregate amount not to exceed $2,500,000 in any Fiscal Year; and

(o)other Investments if the Liquidity Conditions are satisfied;

provided, however, that notwithstanding the foregoing, after the occurrence and during the continuance of a Cash Dominion Event, no such Investments specified in clause (a) shall be permitted unless either (i) no Loans are outstanding or (ii) (A) the Investment is a temporary Investment pending expiration of an Interest Period for a LIBO Rate Loan, the proceeds of which Investment will be applied to the Obligations after the expiration of such Interest Period, and (B) such Investments are pledged to the Collateral Agent as additional collateral for the Obligations pursuant to such agreements as may be reasonably required by the Collateral Agent.

“Permitted Overadvance” means an Overadvance made by the Administrative Agent, in its Permitted Discretion, which:

(a)Is made to maintain, protect or preserve the Collateral and/or the Credit Parties’ rights under the Loan Documents or which is otherwise for the benefit of the Credit Parties; or

(b)Is made to enhance the likelihood of, or to maximize the amount of, repayment of any Obligation; or

(c)Is made to pay any other amount chargeable to any Loan Party hereunder; and

(d)Together with all other Permitted Overadvances then outstanding, shall not (i) exceed ten percent (10%) of the Borrowing Base at any time or (ii) unless a Liquidation is occurring, remain outstanding for more than forty-five (45) consecutive Business Days, unless in each case, the Required Lenders otherwise agree;

provided, however, that the foregoing shall not (i) modify or abrogate any of the provisions of Section 2.03 regarding the Lender’s obligations with respect to Letters of Credit, or (ii) result in any claim or liability against the Administrative Agent (regardless of the amount of any Overadvance) for Unintentional Overadvances, and such Unintentional Overadvances shall not reduce the amount of Permitted Overadvances allowed hereunder; provided further that in no event shall the Administrative Agent make an Overadvance if, after giving effect thereto, the principal amount of the Credit Extensions would exceed the Aggregate Commitments (as in effect prior to any termination of the Commitments pursuant to Section 2.06 hereof).

“Permitted Refinancing” means, with respect to any Person, any Indebtedness issued in exchange for, or the net proceeds of which are used to extend, refinance, renew, replace, defease or refund (collectively, to “Refinance”), the Indebtedness being Refinanced; provided that (a) the principal amount (or accreted value, if applicable) of such Permitted Refinancing does not

49

exceed the principal amount (or accreted value, if applicable) of the Indebtedness so Refinanced (plus unpaid accrued interest and premiums thereon and underwriting discounts, defeasance costs, fees, commissions and expenses), (b) the weighted average life to maturity of such Permitted Refinancing is greater than or equal to weighted average life to maturity of the Indebtedness being Refinanced, (c) such Permitted Refinancing shall not require any scheduled principal payments due prior to the Maturity Date in excess of, or prior to, the scheduled principal payments due prior to such Maturity Date for the Indebtedness being Refinanced, (d) if the Indebtedness being Refinanced is subordinated in right of payment to the Obligations under this Agreement, such Permitted Refinancing shall be subordinated in right of payment to such Obligations on terms at least as favorable to the Credit Parties as those contained in the documentation governing the Indebtedness being Refinanced, (e) no Permitted Refinancing shall have additional direct or indirect obligors, or greater guarantees or security, than the Indebtedness being Refinanced, (f) such Permitted Refinancing shall be otherwise on market terms for similar Indebtedness, including, without limitation, with respect to financial and other covenants and events of default, (g) the interest rate applicable to any such Permitted Refinancing does not exceed the then applicable market interest rate, and (h) at the time thereof, no Default or Event of Default shall have occurred and be continuing.

“Person” means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, limited partnership, Governmental Authority or other entity.

“Pharmaceutical Laws” means federal, state and local laws, rules or regulations, codes, orders, decrees, judgments or injunctions issued, promulgated, approved or entered, relating to dispensing, storing or distributing prescription medicines or products, including laws, rules or regulations relating to the qualifications of Persons employed to do the same.

“Plan” means any “employee benefit plan” (as such term is defined in Section 3(3) of ERISA) established by a Loan Party or, with respect to any such plan that is subject to Section 412 of the Code or Title IV of ERISA, any ERISA Affiliate.

“Platform” has the meaning specified in Section 6.02.

“Prepayment Event” means:

(a)Any Disposition (including pursuant to a sale and leaseback transaction, but excluding any Disposition permitted pursuant to clauses (a), (c), (d), (e), (f) and (g) of the definition of Permitted Dispositions) of any ABL Priority Collateral of a Loan Party; provided that any individual Disposition or series of related Dispositions for which any Loan Party or any of its Subsidiaries receives Net Proceeds in an amount not to exceed $2,500,000 prior to the occurrence of a Cash Dominion Event shall not be deemed a Prepayment Event;

(b)Any casualty or other insured damage to, or any taking under power of eminent domain or by condemnation or similar proceeding of, any ABL Priority Collateral of a Loan Party unless, prior to the occurrence of a Cash Dominion Event, the proceeds therefrom are utilized for purposes of replacing or repairing the assets in respect

50

of which such proceeds, awards or payments were received within 180 days of the occurrence of the damage to or loss of the assets being repaired or replaced; provided that any individual casualty or other insured damage to, or taking under power of eminent domain or by condemnation or similar proceeding of, any property or asset of a Loan Party for which any Loan Party receives Net Proceeds in an amount not to exceed $2,500,000 prior to the occurrence of a Cash Dominion Event shall not be deemed a Prepayment Event; or

(c)The incurrence by a Loan Party of any Indebtedness for borrowed money other than Permitted Indebtedness.

“Prescription Lists” means lists of customers for which specific prescription information is maintained in the ordinary course of business of a Borrower.

“Prime Rate” means, for any day, a fluctuating rate per annum equal to the highest of (a) the rate of interest in effect for such day as publicly announced from time to time by Bank of America as its “prime rate”, (b) the Federal Funds Rate for such day plus one-half of one percent (0.50%) or (c) the Adjusted LIBO Rate (calculated utilizing the LIBO Rate for a one-month interest period, as determined on such day), plus one percent (1.00%).  The “prime rate” is a rate set by Bank of America based upon various factors including Bank of America’s costs and desired return, general economic conditions and other factors, and is used as a reference point for pricing some loans, which may be priced at, above, or below such announced rate.  If, for any reason, the Administrative Agent shall have determined (which determination shall be conclusive absent manifest error) that it is unable to ascertain the Federal Funds Rate or the LIBO Rate for any reason, including the inability or failure of the Administrative Agent to obtain sufficient quotations thereof in accordance with the terms hereof, the Prime Rate shall be determined without regard to clauses (b) or (c) of the first sentence of this definition, as applicable, until the circumstances giving rise to such inability no longer exist.  Any change in the Prime Rate due to a change in Bank of America’s “prime rate”, the Federal Funds Rate or the Adjusted LIBO Rate shall be effective on the effective date of such change in Bank of America’s “prime rate”, the Federal Funds Rate or the Adjusted LIBO Rate, respectively.

“Prime Rate Loan” means a Loan that bears interest based on the Prime Rate.

“Public Market” shall exist if a Public Offering has been consummated.

“Public Offering” means a public offering of the Equity Interests of the Lead Borrower pursuant to an effective registration statement (other than a registration statement on Form S-8) under the Securities Act of 1933.

“Qualified Securitization Transaction” means any transaction or series of transactions that may be entered into by a Loan Party or any Subsidiary pursuant to which (a) such Loan Party or Subsidiary may sell, convey or otherwise transfer to a Securitization Entity its interests in Receivables and Related Assets and (b) such Securitization Entity transfers to any other Person, or grants a Lien in, such Receivables and Related Assets, pursuant to a transaction customary in the industry which is used to achieve a transfer of financial assets under GAAP.

51

“Real Estate” means all Leases and all land, together with the buildings, structures, parking areas, and other improvements thereon, now or hereafter owned by any Loan Party, including all easements, rights-of-way, and similar rights relating thereto and all leases, tenancies, and occupancies thereof.

“Receivables and Related Assets” means any account receivable (whether now existing or arising thereafter) of a Loan Party or any Subsidiary, and any assets related thereto including all collateral securing such accounts receivable, all contracts and contract rights and all guarantees or other obligations in respect of such accounts receivable, proceeds of such accounts receivable and other assets which are customarily transferred or in respect of which Lien are customarily granted in connection with asset securitization transactions involving accounts receivable.

“Receivables Reserves” means such Reserves as may be established from time to time by the Administrative Agent in its Permitted Discretion with respect to the determination of the collectability in the ordinary course of Eligible Trade Receivables and Eligible Health Care Receivables.

“Register” has the meaning specified in Section 10.06(c).

“Registered Public Accounting Firm” has the meaning specified by the Securities Laws and shall be independent of the Parent and its Subsidiaries as prescribed by the Securities Laws.

“Related Parties” means, with respect to any Person, such Person’s Affiliates and the partners, directors, officers, employees, agents and advisors of such Person and of such Person’s Affiliates.

“Reportable Event” means any of the events set forth in Section 4043(c) of ERISA, other than events for which the 30 day notice period has been waived.

“Reports” has the meaning provided in Section 9.11(b).

“Request for Credit Extension” means (a) with respect to a Borrowing of Committed Loans, a Committed Loan Notice, (b) with respect to a conversion or continuation of Committed Loans, a Conversion/Continuation Notice, (c) with respect to an L/C Credit Extension, a Letter of Credit Application, and (d) with respect to a Swing Line Loan, a Swing Line Loan Notice.

“Required Lenders” means, as of any date of determination, (a) at all times during which Bank of America, HSBC USA and/or members of the Sponsor Group are the only Lenders, Lenders (other than Lenders who are subject to the Sponsor Group Limitations) holding more than 50% of the Aggregate Commitments or, if the commitment of each Lender to make Loans and the obligation of the L/C Issuer to make L/C Credit Extensions have been terminated pursuant to Section 8.02, Lenders (other than Lenders who are subject to the Sponsor Group Limitations) holding in the aggregate more than 50% of the Total Outstandings (with the aggregate amount of each Lender’s risk participation and funded participation in L/C Obligations and Swing Line Loans being deemed “held” by such Lender for purposes of this definition), and (b) at all times during which there is at least one other Lender in addition to Bank of America, HSBC USA and/or members of the Sponsor Group, at least two Lenders (other than Lenders

52

who are subject to the Sponsor Group Limitations) holding more than 50% of the Aggregate Commitments or, if the commitment of each Lender to make Loans and the obligation of the L/C Issuer to make L/C Credit Extensions have been terminated pursuant to Section 8.02, at least two Lenders (other than Lenders who are subject to the Sponsor Group Limitations) holding in the aggregate more than 50% of the Total Outstandings (with the aggregate amount of each Lender’s risk participation and funded participation in L/C Obligations and Swing Line Loans being deemed “held” by such Lender for purposes of this definition); provided that, for purposes of the foregoing clauses (a) and (b), the Commitment of, and the portion of the Total Outstandings held or deemed held by, any Defaulting Lender or Deteriorating Lender shall be excluded for purposes of making a determination of Required Lenders; provided further that, for purposes of the foregoing clauses (a) and (b), the Commitment of, and the portion of the Total Outstandings held or deemed held by, members of the Sponsor Group shall be excluded for purposes of making a determination of Required Lenders at all times during which the Sponsor Group is subject to the Sponsor Group Limitations.

“Reserves” means all (if any) Inventory Reserves, Availability Reserves and Receivables Reserves.

“Responsible Officer” means the chief executive officer, president, chief financial officer, controller, treasurer or assistant treasurer of a Loan Party or any of the other individuals designated in writing to the Administrative Agent by an existing Responsible Officer of a Loan Party as an authorized signatory of any certificate or other document to be delivered hereunder.  Any document delivered hereunder that is signed by a Responsible Officer of a Loan Party shall be conclusively presumed to have been authorized by all necessary corporate, partnership and/or other action on the part of such Loan Party and such Responsible Officer shall be conclusively presumed to have acted on behalf of such Loan Party.

“Restricted Payment” means any dividend or other distribution (whether in cash, securities or other property) with respect to any capital stock or other Equity Interest of any Person or any of its Subsidiaries (including, without limitation, upon the liquidation or dissolution of such Person or any of its Subsidiaries), or any payment (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, defeasance, acquisition, cancellation or termination of any such capital stock or other Equity Interest, or on account of any return of capital to such Person’s stockholders, partners or members (or the equivalent of any thereof).

“S&P” means Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc. and any successor thereto.

“Sarbanes-Oxley” means the Sarbanes-Oxley Act of 2002, as amended and in effect from time to time.

“SEC” means the Securities and Exchange Commission, or any Governmental Authority succeeding to any of its principal functions.

53

“Securities Laws” means the Securities Act of 1933, the Securities Exchange Act of 1934, Sarbanes-Oxley, and the applicable accounting and auditing principles, rules, standards and practices promulgated, approved or incorporated by the SEC or the PCAOB.

“Securitization Entity” means a Subsidiary of the Parent to which a Loan Party or its Subsidiary transfers Receivables and Related Assets that engages in no activities other than in connection with the financing of Receivables and Related Assets and that is designated by the Parent’s board of directors (as provided below) as a Securitization Entity and: (a) no portion of the Indebtedness or any other obligations (contingent or otherwise) of which: (i) is guaranteed by a Loan Party (excluding guarantees (other than the principal of, and interest on, Indebtedness) pursuant to Standard Securitization Undertakings); (ii) is recourse to or obligates any Loan Party (other than such Securitization Entity) in any way other than pursuant to Standard Securitization Undertakings; or (iii) subjects any property or asset of any Loan Party (other than such Securitization Entity), directly or indirectly, contingently or otherwise, to the satisfaction thereof, other than pursuant to Standard Securitization Undertakings; (b) with which no Loan Party (other than such Securitization Entity) has any material contract, agreement, arrangement or understanding other than on terms not materially less favorable to the Loan Party than those that might be obtained at the time from Persons that are not Affiliates of the Loan Parties, other than fees payable in the ordinary course of business in connection with servicing accounts receivable; and (c) to which no Loan Party (other than such Securitization Entity) has any obligation to maintain or preserve such entity’s financial condition or cause such entity to achieve certain levels of operating results. Any designation of a Subsidiary as a Securitization Entity shall be evidenced to the Administrative Agent by delivering to the Administrative Agent a certified copy of the resolution of the board of directors of the Parent giving effect to the designation and a certificate signed by a Responsible Officer of the Parent certifying that the designation complied with the preceding conditions and was permitted by the Agreement.

“Securitization Repurchase Obligation” means any obligation of a seller of Receivables and Related Assets in a Qualified Securitization Transaction to repurchase Receivables and Related Assets arising as a result of a breach of a representation, warranty or covenant or otherwise that are customary for receivables of Securitization Financings, including, without limitation, as a result of a receivable or portion thereof becoming subject to any asserted defense, dispute, off set or counterclaim of any kind as a result of any action taken by, any failure to take action by or any other event relating to the seller.

“Security Agreement” means the Guarantee and Security Agreement dated as of the Closing Date among the Loan Parties and the Collateral Agent, as amended, modified, supplemented or replaced and in effect from time to time.

“Security Documents” means the Security Agreement, the Trademark Security Agreement, the Blocked Account Agreements, the Lancaster Mortgage, the Credit Card Notifications, and each other security agreement or other instrument or document executed and delivered to the Collateral Agent pursuant to this Agreement or any other Loan Document granting a Lien to secure any of the Obligations.

“Senior Notes” means the 10 1/8% Senior Secured Notes due 2015 in the aggregate original principal amount of up to $275,000,000 issued by the Parent and the Lead Borrower

54

under and pursuant to the terms of the Indenture, as amended, restated, supplemented or otherwise modified from time to time in accordance with Section 7.12.

“Senior Notes Documents” means the Indenture, the Senior Notes and any other document, instrument or other agreement now or hereafter executed in connection with any of the foregoing, in each case as amended, restated, supplemented or otherwise modified from time to time in accordance with Section 7.12.

“Settlement Date” has the meaning provided in Section 2.14(a).

“Shareholders’ Equity” means, as of any date of determination, consolidated shareholders’ equity of the Parent and its Subsidiaries as of that date determined in accordance with GAAP.

“Shrink” means Inventory which has been lost, misplaced, stolen, or is otherwise unaccounted for.

“Solvent” and “Solvency” means, with respect to any Person on a particular date, that on such date (a) at fair valuation, all of the properties and assets of such Person are greater than the sum of the debts, including contingent liabilities, of such Person, (b) the present fair saleable value of the properties and assets of such Person is not less than the amount that would be required to pay the probable liability of such Person on its debts as they become absolute and matured, (c) such Person does not intend to, and does not believe that it will, incur debts beyond such Person’s ability to pay as such debts mature, and (d) such Person is not engaged in a business or a transaction, and is not about to engage in a business or transaction, for which such Person’s properties and assets would constitute unreasonably small capital after giving due consideration to the prevailing practices in the industry in which such Person is engaged.  The amount of all contingent liabilities at any time shall be computed as the amount that, in light of all the facts and circumstances existing at the time, can reasonably be expected to become an actual or matured liability.

“Sponsor” means, collectively, Morgan Stanley Capital Partners V U.S. Holdco, LLC, HSBC Private Equity Partners USA, LP, HSBC Private Equity Partners II USA, LP and each of their respective Affiliates (but not including, however, any of their respective portfolio companies).

“Sponsor Group” means the Sponsor, Morgan Stanley Senior Funding, Inc., Morgan Stanley Bank and their respective Affiliates.

“Sponsor Group Limitations” means, with respect to any member of the Sponsor Group that at any time holds any portion of the Obligations or Commitments, such Person(s) shall have no right whatsoever with respect to that portion of the Commitments which it holds (i) to consent to any amendment, modification, waiver, consent or other such action with respect to any of the terms of any Loan Document, except with respect to those matters designated in clauses (a) through (f) and (h) through (k) of Section 10.01, (ii) otherwise to vote on any matter related to any Loan Document which requires the consent of the Required Lenders, (iii) to require the Agents or any Lender to undertake any action (or refrain from taking any action) with respect to any Loan Document, (iv) to attend any meeting with the Agents or any Lender or receive any

55

information from the Agents or any Lender other than Borrowing Base Certificates, financial statements and projections, (v) to the benefit of any advice provided by counsel to the Agents or the other Lenders or to challenge the attorney-client privilege of the communications between the Agents, such other Lenders and such counsel, or (vi) to make or bring any claim, in its capacity as Lender, against the Agents with respect to the fiduciary duties of the Agents or such Lender and the other duties and obligations of the Agents hereunder; provided that no amendment, modification or waiver to any Loan Document shall, without the consent of the Sponsor Group, deprive any such Person of its pro rata share of any payments to which the Lenders as a group are otherwise entitled; provided further that, in the event that at any time Bank of America assigns its entire interest in the Obligations, the Sponsor Group shall no longer be subject to the Sponsor Group Limitations.

“Standard Securitization Undertakings” means representations, warranties, covenants and indemnities entered into by a Loan Party that are reasonably customary in an accounts receivable securitization transaction, including without limitation, those relating to the servicing of the assets of a Securitization Entity; it being understood that any Securitization Repurchase Obligation that is customary in a Qualified Securitization Transaction shall be deemed to be a Standard Securitization Undertaking.

“Standby Letter of Credit” means any Letter of Credit that is not a Commercial Letter of Credit and that (a) is used in lieu or in support of performance guaranties or performance, surety or similar bonds (excluding appeal bonds) arising in the ordinary course of business, (b) is used in lieu or in support of stay or appeal bonds, (c) supports the payment of insurance premiums for reasonably necessary casualty insurance carried by any of the Loan Parties, or (d) supports payment or performance for identified purchases or exchanges of products or services in the ordinary course of business.

“Stated Amount” means at any time the maximum amount for which a Letter of Credit may be honored.

“Statutory Reserve Rate” means a fraction (expressed as a decimal), the numerator of which is the number one and the denominator of which is the number one minus the aggregate of the maximum reserve percentages (including any marginal, special, emergency or supplemental reserves) expressed as a decimal established by the FRB to which the Administrative Agent is subject with respect to the Adjusted LIBO Rate, for eurocurrency funding (currently referred to as “Eurocurrency Liabilities” in Regulation D of the Board). Such reserve percentages shall include those imposed pursuant to such Regulation D.  LIBO Loans shall be deemed to constitute eurocurrency funding and to be subject to such reserve requirements without benefit of or credit for proration, exemptions or offsets that may be available from time to time to any Lender under such Regulation D or any comparable regulation. The Statutory Reserve Rate shall be adjusted automatically on and as of the effective date of any change in any reserve percentage.

“Store” means any retail store (which may include any real property, fixtures, equipment, inventory and other property related thereto) operated, or to be operated, by any Loan Party.

56

“Subordinated Indebtedness” means Indebtedness which is expressly subordinated in right of payment to the prior payment in full of the Obligations and which is in form and on terms reasonably acceptable to the Administrative Agent.

“Subsidiary” of a Person means a corporation, partnership, joint venture, limited liability company or other business entity of which a majority of the shares Equity Interests having ordinary voting power for the election of directors or other governing body are at the time beneficially owned, or the management of which is otherwise controlled, directly, or indirectly through one or more intermediaries, or both, by such Person.  Unless otherwise specified, all references herein to a “Subsidiary” or to “Subsidiaries” shall refer to a Subsidiary or Subsidiaries of a Loan Party.

“Swap Contract” means (a) any and all rate swap transactions, basis swaps, credit derivative transactions, forward rate transactions, commodity swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond index swaps or options or forward bond or forward bond price or forward bond index transactions, interest rate options, forward foreign exchange transactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross-currency rate swap transactions, currency options, spot contracts, or any other similar transactions or any combination of any of the foregoing (including any options to enter into any of the foregoing), whether or not any such transaction is governed by or subject to any master agreement, (b) any and all transactions of any kind, and the related confirmations, which are subject to the terms and conditions of, or governed by, any form of master agreement published by the International Swaps and Derivatives Association, Inc., any International Foreign Exchange Master Agreement, or any other master agreement (any such master agreement, together with any related schedules, a “Master Agreement”), including any such obligations or liabilities under any Master Agreement, and (c) any Commodity Price Protection Agreement.

“Swap Termination Value” means, in respect of any one or more Swap Contracts, after taking into account the effect of any legally enforceable netting agreement relating to such Swap Contracts, (a) for any date on or after the date such Swap Contracts have been closed out and termination value(s) determined in accordance therewith, such termination value(s), and (b) for any date prior to the date referenced in clause (a), the amount(s) determined as the mark-to-market value(s) for such Swap Contracts, as determined based upon one or more mid-market or other readily available quotations provided by any recognized dealer in such Swap Contracts (which may include a Lender or any Affiliate of a Lender).

“Swing Line” means the revolving credit facility made available by the Swing Line Lender pursuant to Section 2.04.

“Swing Line Borrowing” means a borrowing of a Swing Line Loan pursuant to Section 2.04.

“Swing Line Lender” means Bank of America, in its capacity as provider of Swing Line Loans, or any successor swing line lender hereunder.

“Swing Line Loan” has the meaning specified in Section 2.04(a).

57

“Swing Line Loan Notice” means a notice of a Swing Line Borrowing pursuant to Section 2.04(b), which, if in writing, shall be substantially in the form of Exhibit B.

“Swing Line Sublimit” means an amount equal to the lesser of (a) $10,000,000 or (b) the Aggregate Commitments.  The Swing Line Sublimit is part of, and not in addition to, the Aggregate Commitments.

“Synthetic Lease Obligation” means the monetary obligation of a Person under (a) a so-called synthetic, off-balance sheet or tax retention lease, or (b) an agreement for the use or possession of property (including sale and leaseback transactions), in each case, creating obligations that do not appear on the balance sheet of such Person but which, upon the application of any Debtor Relief Laws to such Person, would be characterized as the indebtedness of such Person (without regard to accounting treatment).

“Tax Distributions” means Restricted Payments made to a direct or indirect member of a Loan Party in respect of any taxable period in an aggregate amount equal to the product of (a) the taxable income of the Loan Parties for such period and (b) the highest combined marginal federal and state tax rate applicable to individuals living in New York, provided that Tax Distributions may be made not more frequently than quarterly with respect to each period for which an installment of estimated tax would be required to be paid by the direct or indirect members of the Loan Parties, except that an additional final Tax Distribution may be made after the final taxable income of the Loan Parties has been determined.

“Taxes” means all present or future taxes, levies, imposts, duties, deductions, withholdings, assessments or other charges imposed by any Governmental Authority in the nature of a tax, including any interest, additions to tax, fees or penalties applicable thereto.

“Termination Date” means the earliest to occur of (i) the Maturity Date, (ii) the date on which the maturity of the Obligations is accelerated (or deemed accelerated) and the Commitments are irrevocably terminated (or deemed terminated) in accordance with Article VIII, or (iii) the date on which the Commitments are irrevocably terminated in accordance with the provisions of Section 2.06.

“Total Outstandings” means the aggregate Outstanding Amount of all Loans and all L/C Obligations.

“Trademark Security Agreement” means the Trademark Security Agreement dated as of the Closing Date between the Lead Borrower and the Collateral Agent, as amended, modified, supplemented or replaced and in effect from time to time.

“Trading with the Enemy Act” has the meaning provided in Section 10.18.

“Trust Account” means the Notes Collateral Account, as defined in the Intercreditor Agreement.

“Type” means, with respect to a Committed Loan, its character as a Prime Rate Loan or a LIBO Rate Loan.

58

“UCC” or “Uniform Commercial Code” means the Uniform Commercial Code as in effect from time to time in the State of New York; provided, however, that if a term is defined in Article 9 of the Uniform Commercial Code differently than in another Article thereof, the term shall have the meaning set forth in Article 9; provided further that, if by reason of mandatory provisions of law, perfection, or the effect of perfection or non-perfection, of a security interest in any Collateral or the availability of any remedy hereunder is governed by the Uniform Commercial Code as in effect in a jurisdiction other than the State of New York, “Uniform Commercial Code” means the Uniform Commercial Code as in effect in such other jurisdiction for purposes of the provisions hereof relating to such perfection or effect of perfection or non-perfection or availability of such remedy, as the case may be.

“UFCA” has the meaning provided in Section 10.21(d).

“UFTA” has the meaning provided in Section 10.21(d).

“Unfunded Pension Liability” means the excess of a Pension Plan’s benefit liabilities under Section 4001(a)(16) of ERISA, over the current value of that Pension Plan’s assets, determined in accordance with the assumptions used for funding the Pension Plan pursuant to Section 412 of the Code for the applicable plan year.

“Unintentional Overadvance” means an Overadvance which, to the Administrative Agent’s knowledge, did not constitute an Overadvance when made but which has become an Overadvance resulting from changed circumstances beyond the control of the Credit Parties, including, without limitation, a reduction in the Appraised Value of property or assets included in the Borrowing Base or misrepresentation by the Loan Parties.

“United States” and “U.S.” mean the United States of America.

“Unreimbursed Amount” has the meaning provided in Section 2.03(c)(i).

“Wholly Owned Subsidiary” means, with respect to any Person, any corporation, partnership or other entity of which all of the Equity Interests (other than, in the case of a corporation, directors’ qualifying shares) are directly or indirectly owned or controlled by such Person or one or more Wholly Owned Subsidiaries of such Person or by such Person and one or more Wholly Owned Subsidiaries of such Person.

1.02    Other Interpretive Provisions.  With reference to this Agreement and each other Loan Document, unless otherwise specified herein or in such other Loan Document:

(a)The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined.  Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms.  The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.”  The word “will” shall be construed to have the same meaning and effect as the word “shall.”  Unless the context requires otherwise, (i) any definition of or reference to any agreement, instrument or other document (including any Organization Document) shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or

59

otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein or in any other Loan Document), (ii) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (iii) the words “herein,” “hereof” and “hereunder,” and words of similar import when used in any Loan Document, shall be construed to refer to such Loan Document in its entirety and not to any particular provision thereof, (iv) all references in a Loan Document to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, the Loan Document in which such references appear, (v) any reference to any law shall include all statutory and regulatory provisions consolidating, amending replacing or interpreting such law and any reference to any law or regulation shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time, and (vi) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights.

(b)In the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including;” the words “to” and “until” each mean “to but excluding;” and the word “through” means “to and including.”

(c)Article and Section headings used herein and in the other Loan Documents are included for convenience of reference only and shall not affect the interpretation of this Agreement or any other Loan Document.

1.03    Accounting Terms.

(a)Generally.  All accounting terms not specifically or completely defined herein shall be construed in conformity with, and all financial data (including financial ratios and other financial calculations) required to be submitted pursuant to this Agreement shall be prepared in conformity with, GAAP applied on a consistent basis, as in effect from time to time, applied in a manner consistent with that used in preparing the Audited Financial Statements, except as otherwise specifically prescribed herein.

(b)Changes in GAAP.  If at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth in any Loan Document, and either the Lead Borrower or the Required Lenders shall so request, the Administrative Agent, the Lenders and the Lead Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to the approval of the Required Lenders); provided that, until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (ii) the Lead Borrower shall provide to the Administrative Agent and the Lenders financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in GAAP.

60

1.04Rounding.  Any financial ratios required to be maintained by the Borrowers pursuant to this Agreement shall be calculated by dividing the appropriate component by the other component, carrying the result to one place more than the number of places by which such ratio is expressed herein and rounding the result up or down to the nearest number (with a rounding-up if there is no nearest number).

1.05Times of Day.  Unless otherwise specified, all references herein to times of day shall be references to Eastern time (daylight or standard, as applicable).

1.06Letter of Credit Amounts.  Unless otherwise specified, all references herein to the amount of a Letter of Credit at any time shall be deemed to be the Stated Amount of such Letter of Credit in effect at such time; provided, however, that with respect to any Letter of Credit that, by its terms of any Issuer Documents related thereto, provides for one or more automatic increases in the Stated Amount thereof, the amount of such Letter of Credit shall be deemed to be the maximum Stated Amount of such Letter of Credit after giving effect to all such increases, whether or not such maximum Stated Amount is in effect at such time.

ARTICLE II

THE COMMITMENTS AND CREDIT EXTENSIONS

2.01Committed Loans; Reserves.

(a)Subject to the terms and conditions set forth herein, each Lender severally agrees to make loans (each such loan, a “Committed Loan”) to the Borrowers from time to time, on any Business Day during the Availability Period,in an aggregate amount not to exceed at any time outstanding the lesser of (x) the amount of such Lender’s Commitment at such time, or (y) such Lender’s Applicable Percentage of the Borrowing Base at such time, subject in each case to the following limitations:

(i)after giving effect to any Committed Borrowing, the Total Outstandings shall not exceed the Loan Cap;

(ii)after giving effect to any Committed Borrowing, the aggregate Outstanding Amount of the Committed Loans of any Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations, plus such Lender’s Applicable Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Commitment; and

(iii)The Outstanding Amount of all L/C Obligations shall not at any time exceed the Letter of Credit Sublimit.

Within the limits of each Lender’s Commitment, and subject to the other terms and conditions hereof, the Borrowers may borrow under this Section 2.01, prepay under Section 2.05, and reborrow under this Section 2.01.  Committed Loans may be Prime Rate Loans or LIBO Rate Loans, as further provided herein.

(b)The following are the Inventory Reserves and Availability Reserves as of the Closing Date:

61

(i)Rent Reserve (an Availability Reserve): An amount equal to one (1) month’s rent for all of the Borrowers’ leased locations in the States of Pennsylvania, Virginia and Washington, other than leased locations with respect to which the Collateral Agent has received a Collateral Access Agreement in form reasonably satisfactory to the Collateral Agent;

(ii)Customer Credit Liabilities Reserve (an Availability Reserve): An amount equal to fifty percent (50%) of the Customer Credit Liabilities as reflected in the Borrowers’ books and records;

(iii)Perishable Inventory Reserve (an Inventory Reserve): An amount equal to fifty percent (50%) of the Perishable Inventory reflected from time to time on the Borrowers’ books and records;

(iv)PACA Reserve (an Availability Reserve):  An amount equal to any liabilities owed at any time to any Person entitled to the benefits of PACA or any similar statute or regulation as reflected from time to time on the Borrowers’ books and records, which Reserve shall be $0 as of the Closing Date;

(v)Buffalo Economic Renaissance Reserve (an Availability Reserve): An Amount equal to Two Hundred Thousand Dollars ($200,000);

(vi)Retail Method Adjustment Reserve (an Inventory Reserve): An amount equal to Nine Million One Hundred Eighty-One Thousand Dollars ($9,181,000); and

(vii)Dilution Reserve (an Availability Reserve): An amount equal to fifteen percent (15%) of Eligible Trade Receivables.

(c)The Administrative Agent shall have the right, at any time and from time to time after the Closing Date in its Permitted Discretion, to establish new, or modify or eliminate any existing, eligibility criteria or Reserves upon one (1) Business Day prior notice to the Lead Borrower (during which period the Administrative Agent shall be available to discuss any such proposed changes with the Borrowers at reasonable times and upon reasonable advance notice); provided that no such prior notice shall be required (i) after the occurrence and during the continuance of an Event of Default or (ii) for (A) changes to any Reserves resulting solely by virtue of mathematical calculations of the amount of the Reserve in accordance with the methodology of calculation previously utilized, or (B) changes to Reserves or establishment of additional Reserves if a Material Adverse Effect has occurred or could reasonably be expected to occur were such Reserves not changed or established prior to the expiration of such one (1) Business Day period.

2.02    Borrowings, Conversions and Continuations of Committed Loans.

(a)Committed Loans (other than Swing Line Loans) shall be either Prime Rate Loans or LIBO Rate Loans, as the Lead Borrower may request subject to and in accordance with this Section 2.02.  All Swing Line Loans shall be only Prime Rate

62

Loans.  Subject to the other provisions of this Section 2.02, Committed Borrowings of more than one Type may be incurred at the same time.

(b)Each Committed Borrowing, each conversion of Committed Loans from one Type to the other, and each continuation of LIBO Rate Loans shall be made upon the Lead Borrower’s irrevocable notice to the Administrative Agent, which may be given by telephone.  Each such notice must be received by the Administrative Agent not later than 11:00 a.m. (i) two (2) Business Days prior to the requested date of any Borrowing of, conversion to, or continuation of, LIBO Rate Loans or of any conversion of LIBO Rate Loans to Prime Rate Loans, and (ii) on the date of any Borrowing of Prime Rate Loans.  Each telephonic notice by the Lead Borrower pursuant to this Section 2.02(b) must be confirmed promptly by delivery to the Administrative Agent of a written Committed Loan Notice or Conversion/Continuation Notice, as the case may be, appropriately completed and signed by a Responsible Officer of the Lead Borrower.  Each Borrowing of, conversion to, or continuation of, LIBO Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $100,000 in excess thereof.  Except as provided in Sections 2.03(c) and 2.04(b), each Borrowing of or conversion to Prime Rate Loans shall be in a principal amount of $250,000 or a whole multiple of $100,000 in excess thereof.  Each Committed Loan Notice (whether telephonic or written) shall specify (i) the requested date of the Borrowing (which shall be a Business Day), (ii) the principal amount of Committed Loans to be borrowed, (iii) the Type of Committed Loans to be borrowed, and (iv) if applicable, the duration of the Interest Period with respect thereto.  Each Conversion/Continuation Notice (whether telephonic or written) shall specify (i) whether the Borrowers are requesting a conversion of Committed Loans from one Type to the other or a continuation of LIBO Rate Loans, (ii) the requested date of the conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Committed Loans to be converted or continued, (iv) the Type of Committed Loans to which existing Committed Loans are to be converted, and (v) if applicable, the duration of the Interest Period with respect thereto.  If the Lead Borrower fails to specify a Type of Committed Loan in a Committed Loan Notice or if the Lead Borrower fails to give a timely notice of a conversion or continuation in a Conversion/Continuation Notice, then the applicable Committed Loans shall be made as, or converted to, Prime Rate Loans.  Any such automatic conversion to Prime Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable LIBO Rate Loans.  If the Lead Borrower requests a Borrowing of LIBO Rate Loans in any such Committed Loan Notice or a conversion to, or continuation of, LIBO Rate Loans in a Conversion/Continuation Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month.  Notwithstanding anything to the contrary herein, a Swing Line Loan may not be converted to a LIBO Rate Loan.

(c)Following receipt of a Committed Loan Notice, the Administrative Agent shall promptly notify each Lender of the amount of its Applicable Percentage of the applicable Committed Loans, and if no timely notice of a conversion or continuation in a Conversion/Continuation Notice is provided by the Lead Borrower, the Administrative Agent shall notify each Lender of the details of any automatic

63

conversion to Prime Rate Loans described in Section 2.02(b).  In the case of a Committed Borrowing, each Lender shall make the amount of its Committed Loan available to the Administrative Agent in immediately available funds at the Administrative Agent’s Office not later than 1:00 p.m. on the Business Day specified in the applicable Committed Loan Notice.  Upon satisfaction of the applicable conditions set forth in Section 4.02 (and, if such Borrowing is the initial Credit Extension, Section 4.01), the Administrative Agent shall use reasonable efforts to make all funds so received available to the Borrowers in like funds by no later than 4:00 p.m. on the day of receipt by the Administrative Agent either by (i) crediting the account of the Lead Borrower on the books of Bank of America with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent by the Lead Borrower; provided, however, that if, on the date the Committed Loan Notice with respect to such Borrowing is given by the Lead Borrower, there are L/C Borrowings outstanding, then the proceeds of such Borrowing, first, shall be applied to the payment in full of any such L/C Borrowings, and, second, shall be made available to the Borrowers as provided above.

(d)The Administrative Agent, without the request of the Lead Borrower, may advance any interest, fee, service charge, Credit Party Expense, or other payment to which any Credit Party is entitled from the Loan Parties pursuant hereto or any other Loan Document and may charge the same to the Loan Account notwithstanding that an Overadvance may result thereby.  The Administrative Agent shall advise the Lead Borrower of any such advance or charge promptly after the making thereof.  Such action on the part of the Administrative Agent shall not constitute a waiver of the Administrative Agent’s rights and the Borrowers’ obligations under Section 2.05.  Any amount which is added to the principal balance of the Loan Account as provided in this Section 2.02(d) shall bear interest at the interest rate then and thereafter applicable to Prime Rate Loans.

(e)Except as otherwise provided herein, a LIBO Rate Loan may be continued or converted only on the last day of an Interest Period for such LIBO Rate Loan.  During the existence of an Event of Default, no Loans may be requested as, converted to, or continued as, LIBO Rate Loans without the Consent of the Required Lenders.

(f)The Administrative Agent shall promptly notify the Lead Borrower and the Lenders of the interest rate applicable to any Interest Period for LIBO Rate Loans upon determination of such interest rate.  At any time that Prime Rate Loans are outstanding, the Administrative Agent shall notify the Lead Borrower and the Lenders of any change in Bank of America’s prime rate used in determining the Prime Rate promptly following the public announcement of such change.

(g)After giving effect to all Committed Borrowings, all conversions of Committed Loans from one Type to the other, and all continuations of Committed Loans as the same Type, there shall not be more than four (4) Interest Periods in effect with respect to LIBO Rate Loans.

64

(h)The Administrative Agent, the Lenders, the Swing Line Lender and the L/C Issuer shall have no obligation to make any Loan or to provide any Letter of Credit if an Overadvance would result.  The Administrative Agent may, in its discretion, make Permitted Overadvances without the consent of the Lenders, the Swing Line Lender and the L/C Issuer and each Lender shall be bound thereby.  Any Permitted Overadvance may constitute a Swing Line Loan. A Permitted Overadvance is for the account of the Borrowers and shall constitute a Prime Rate Loan and an Obligation and shall be repaid by the Borrowers in accordance with the provisions of Section 2.05(c).  The making of any such Permitted Overadvance on any one occasion shall not obligate the Administrative Agent or any Lender to make or permit any Permitted Overadvance on any other occasion or to permit such Permitted Overadvances to remain outstanding. The making by the Administrative Agent of a Permitted Overadvance shall not modify or abrogate any of the provisions of Section 2.03 regarding the Lenders’ obligations to purchase participations with respect to Letters of Credit or of Section 2.04 regarding the Lenders’ obligations to purchase participations with respect to Swing Line Loans.  The Administrative Agent shall have no liability for, and no Loan Party or Credit Party shall have the right to, or shall, bring any claim of any kind whatsoever against the Administrative Agent with respect to Unintentional Overadvances regardless of the amount of any such Overadvance(s).

2.03    Letters of Credit.

(a)The Letter of Credit Commitment.

(i)Subject to the terms and conditions set forth herein, (A) the L/C Issuer agrees, in reliance upon the agreements of the Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit for the account of the Borrowers, and to amend or extend Letters of Credit previously issued by it, in accordance with Section 2.03(b) below, and (2) to honor drawings under the Letters of Credit, and (B) the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrowers and any drawings thereunder; provided that, after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (x) the Total Outstandings shall not exceed the lesser of the Aggregate Commitments or the Borrowing Base, (y) the aggregate Outstanding Amount of the Committed Loans of any Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations, plus such Lender’s Applicable Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Commitment, and (z) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit Sublimit.  Each request by the Lead Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrowers that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence.  Within the foregoing limits, and subject to the terms and conditions hereof, the Borrowers’ ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrowers

65

may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.

(ii)The L/C Issuer shall not issue any Letter of Credit, if:

(A)subject to Section 2.03(b)(iii), the expiry date of such requested Standby Letter of Credit would occur more than twelve months after the date of issuance or last extension, unless the Required Lenders have approved such expiry date; or

(B)subject to Section 2.03(b)(iii), the expiry date of such requested Commercial Letter of Credit would occur more than 120 days after the date of issuance or last extension, unless the Required Lenders have approved such expiry date; or

(C)the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless either such Letter of Credit is Cash Collateralized on or prior to the date of issuance of such Letter of Credit (or such later date as to which the Admnistrative Agent may agree) or all the Lenders have approved such expiry date.

(iii)The L/C Issuer shall not issue any Letter of Credit without the prior consent of the Administrative Agent if:

(A)any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the L/C Issuer from issuing such Letter of Credit, or any Law applicable to the L/C Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the L/C Issuer shall prohibit, or request that the L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon the L/C Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon the L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the L/C Issuer in good faith deems material to it;

(B)the issuance of such Letter of Credit would violate one or more policies of the L/C Issuer applicable to letters of credit generally;

(C) except as otherwise agreed by the Administrative Agent and the L/C Issuer, such Letter of Credit is in an initial Stated Amount less than $25,000, in the case of a Commercial Letter of Credit, or $100,000, in the case of a Standby Letter of Credit;

(D)such Letter of Credit is to be denominated in a currency other than Dollars; provided that if the L/C Issuer, in its discretion, issues

66

a Letter of Credit denominated in a currency other than Dollars, all reimbursements by the Borrowers of the honoring of any drawing under such Letter of Credit shall be paid in the currency in which such Letter of Credit was denominated;

(E)such Letter of Credit contains any provisions for automatic reinstatement of the Stated Amount after any drawing thereunder; or

(F)a default of any Lender’s obligations to fund under Section 2.03(c) exists or any Lender is at such time a Defaulting Lender or Deteriorating Lender hereunder, unless the L/C Issuer has received Cash Collateral or entered into other arrangements satisfactory to the L/C Issuer with the Borrowers or such Lender to eliminate the L/C Issuer’s risk with respect to such Lender.

(iv)The L/C Issuer shall not amend any Letter of Credit if the L/C Issuer would not be permitted at such time to issue such Letter of Credit in its amended form under the terms hereof or if the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit.

(v)The L/C Issuer shall act on behalf of the Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and the L/C Issuer shall have all of the benefits and immunities (A) provided to the Administrative Agent in Article IX with respect to any acts taken or omissions suffered by the L/C Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in Article IX included the L/C Issuer with respect to such acts or omissions, and (B) as additionally provided herein with respect to the L/C Issuer.

(b)Procedures for Issuance and Amendment of Letters of Credit; Auto-Extension Letters of Credit.

(i)Each Letter of Credit shall be issued or amended, as the case may be, upon the request of the Lead Borrower delivered to the L/C Issuer (with a copy to the Administrative Agent) in the form of a Letter of Credit Application, appropriately completed and signed by a Responsible Officer of the Lead Borrower.  Such Letter of Credit Application must be received by the L/C Issuer and the Administrative Agent not later than 11:00 a.m. at least two Business Days (or such other date and time as the Administrative Agent and the L/C Issuer may agree in a particular instance in their sole discretion) prior to the proposed issuance date or date of amendment, as the case may be.  In the case of a request for an initial issuance of a Letter of Credit, such Letter of Credit Application shall specify in form and detail satisfactory to the L/C Issuer: (A) the proposed issuance date of the requested Letter of Credit (which shall be a Business Day); (B) the amount thereof; (C) the expiry date thereof; (D) the name and address of the beneficiary thereof; (E) the documents to be presented by such beneficiary in

67

case of any drawing thereunder; (F) the full text of any certificate to be presented by such beneficiary in case of any drawing thereunder; (G) the identity of the Borrower for the account of which such Letter of Credit is requested to be issued; and (H) such other matters as the L/C Issuer may reasonably require.  In the case of a request for an amendment of any outstanding Letter of Credit, such Letter of Credit Application shall specify in form and detail satisfactory to the L/C Issuer: (A) the Letter of Credit to be amended; (B) the proposed date of amendment thereof (which shall be a Business Day); (C) the nature of the proposed amendment; and (D) such other matters as the L/C Issuer may require.  Additionally, the Lead Borrower shall furnish to the L/C Issuer and the Administrative Agent such other documents and information pertaining to such requested Letter of Credit issuance or amendment, including any Issuer Documents, as the L/C Issuer or the Administrative Agent may reasonably require.

(ii)Promptly after receipt of any Letter of Credit Application, the L/C Issuer will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has received a copy of such Letter of Credit Application from the Lead Borrower and, if not, the L/C Issuer will provide the Administrative Agent with a copy thereof.  Unless the L/C Issuer has received written notice from any Lender, the Administrative Agent or any Loan Party, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Article IV shall not then be satisfied, then, subject to the terms and conditions hereof, the L/C Issuer shall, on the requested date, issue a Letter of Credit for the account of the applicable Borrower or enter into the applicable amendment, as the case may be, in each case in accordance with the L/C Issuer’s usual and customary business practices.  Immediately upon the issuance or amendment of each Letter of Credit, each Lender shall be deemed to (without any further action), and hereby irrevocably and unconditionally agrees to, purchase from the L/C Issuer, without recourse or warranty, a risk participation in such Letter of Credit in an amount equal to the product of such Lender’s Applicable Percentage times the Stated Amount of such Letter of Credit.  Upon any change in the Commitments under this Agreement, it is hereby agreed that with respect to all L/C Obligations, there shall be an automatic adjustment to the participations hereby created to reflect the new Applicable Percentages of the assigning and assignee Lenders.

(iii)If the Lead Borrower so requests in any applicable Letter of Credit Application, the L/C Issuer may, in its sole and absolute discretion, agree to issue a Standby Letter of Credit that has automatic extension provisions (each, an “Auto-Extension Letter of Credit”); provided that any such Auto-Extension Letter of Credit must permit the L/C Issuer to prevent any such extension at least once in each twelve-month period (commencing with the date of issuance of such Standby Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the “Non-Extension Notice Date”) in each such twelve-month period to be agreed upon at the time such Standby Letter of Credit is issued.  Unless otherwise directed by the L/C Issuer, the Lead Borrower shall not be required to

68

make a specific request to the L/C Issuer for any such extension.  Once an Auto-Extension Letter of Credit has been issued, the Lenders shall be deemed to have authorized (but may not require) the L/C Issuer to permit the extension of such Standby Letter of Credit at any time to an expiry date not later than the Letter of Credit Expiration Date; provided, however, that the L/C Issuer shall not permit any such extension if (A) the L/C Issuer has determined that it would not be permitted, or would have no obligation, at such time to issue such Standby Letter of Credit in its revised form (as extended) under the terms hereof (by reason of the provisions of clauses (ii) or (iii) of Section 2.03(a) or otherwise), or (B) it has received notice (which may be by telephone or in writing) on or before the day that is five Business Days before the Non-Extension Notice Date (1) from the Administrative Agent that the Required Lenders have elected not to permit such extension or (2) from the Administrative Agent, any Lender or the Lead Borrower that one or more of the applicable conditions specified in Section 4.02 is not then satisfied, and in each such case directing the L/C Issuer not to permit such extension.

(iv)Promptly after its delivery of any Letter of Credit or any amendment to a Letter of Credit to an advising bank with respect thereto or to the beneficiary thereof, the L/C Issuer will also deliver to the Lead Borrower and the Administrative Agent a true and complete copy of such Letter of Credit or amendment.

(c)Drawings and Reimbursements; Funding of Participations.

(i)Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit, the L/C Issuer shall notify the Lead Borrower and the Administrative Agent thereof; provided, however, that any failure to give or delay in giving such notice shall not relieve the Borrowers of their obligation to reimburse the L/C Issuer and the Lenders with respect to any such payment.  Not later than 11:00 a.m. on the date of any payment by the L/C Issuer under a Letter of Credit (each such date, an “Honor Date”), the Borrowers shall reimburse the L/C Issuer through the Administrative Agent in an amount equal to the amount of such drawing.  If the Borrowers fail to so reimburse the L/C Issuer by such time, the Administrative Agent shall promptly notify each Lender of the Honor Date, the amount of the unreimbursed drawing (the “Unreimbursed Amount”), and the amount of such Lender’s Applicable Percentage thereof.  In such event, the Borrowers shall be deemed to have requested a Committed Borrowing of Prime Rate Loans to be disbursed on the Honor Date in an amount equal to the Unreimbursed Amount, without regard to the minimum and multiples specified in Section 2.02 for the principal amount of Prime Rate Loans, but subject to the amount of the unutilized portion of the Aggregate Commitments and the conditions set forth in Section 4.02 (other than the delivery of a Committed Loan Notice).  Any notice given by the L/C Issuer or the Administrative Agent pursuant to this Section 2.03(c)(i) may be given by telephone if immediately confirmed in writing; provided that the lack of such an

69

immediate confirmation shall not affect the conclusiveness or binding effect of such notice.

(ii)Each Lender shall, upon any notice pursuant to Section 2.03(c)(i), make funds available to the Administrative Agent for the account of the L/C Issuer at the Administrative Agent’s Office in an amount equal to its Applicable Percentage of the Unreimbursed Amount not later than 1:00 p.m. on the Business Day specified in such notice by the Administrative Agent, whereupon, subject to the provisions of Section 2.03(c)(iii), each Lender that so makes funds available shall be deemed to have made a Prime Rate Loan to the Borrowers in such amount.  The Administrative Agent shall remit the funds so received to the L/C Issuer.

(iii)With respect to any Unreimbursed Amount that is not fully refinanced by a Committed Borrowing of Prime Rate Loans because the conditions set forth in Section 4.02 cannot be satisfied or for any other reason, the Borrowers shall be deemed to have incurred from the L/C Issuer an L/C Borrowing in the amount of the Unreimbursed Amount that is not so refinanced, which L/C Borrowing shall be due and payable on demand (together with interest) and shall bear interest at the Default Rate.  In such event, each Lender’s payment to the Administrative Agent for the account of the L/C Issuer pursuant to Section 2.03(c)(i) shall be deemed payment in respect of its participation in such L/C Borrowing and shall constitute an L/C Advance from such Lender in satisfaction of its participation obligation under this Section 2.03.

(iv)Until each Lender funds its Committed Loan or L/C Advance pursuant to this Section 2.03(c) to reimburse the L/C Issuer for any amount drawn under any Letter of Credit, interest in respect of such Lender’s Applicable Percentage of such amount shall be solely for the account of the L/C Issuer.

(v)Each Lender’s obligation to make Committed Loans or L/C Advances to reimburse the L/C Issuer for amounts drawn under Letters of Credit, as contemplated by this Section 2.03(c), shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against the L/C Issuer, any Borrower or any other Person for any reason whatsoever, (B) the occurrence or continuance of a Default or an Event of Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided, however, that each Lender’s obligation to make Committed Loans pursuant to this Section 2.03(c) is subject to the conditions set forth in Section 4.02 (other than delivery by the Lead Borrower of a Committed Loan Notice).  No such making of an L/C Advance shall relieve or otherwise impair the obligation of the Borrowers to reimburse the L/C Issuer for the amount of any payment made by the L/C Issuer under any Letter of Credit, together with interest as provided herein.

70

(vi)If any Lender fails to make available to the Administrative Agent for the account of the L/C Issuer any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.03(c) by the time specified in Section 2.03(c)(ii), the L/C Issuer shall be entitled to recover from such Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the L/C Issuer at a rate per annum equal to the greater of the Federal Funds Rate and a rate determined by the L/C Issuer in accordance with banking industry rules on interbank compensation plus any administrative, processing or similar fees customarily charged by the L/C Issuer in connection with the foregoing.  If such Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Lender’s Committed Loan included in the relevant Committed Borrowing or L/C Advance in respect of the relevant L/C Borrowing, as the case may be.  A certificate of the L/C Issuer submitted to any Lender (through the Administrative Agent) with respect to any amounts owing under this clause (vi) shall be conclusive absent manifest error.

(d)Repayment of Participations.

(i)At any time after the L/C Issuer has made a payment under any Letter of Credit and has received from any Lender such Lender’s L/C Advance in respect of such payment in accordance with Section 2.03(c), if the Administrative Agent receives for the account of the L/C Issuer any payment in respect of the related Unreimbursed Amount or interest thereon (whether directly from the Borrowers or otherwise, including proceeds of Cash Collateral applied thereto by the Administrative Agent), the Administrative Agent will distribute to such Lender its Applicable Percentage thereof (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender’s L/C Advance was outstanding) in the same funds as those received by the Administrative Agent.

(ii)If any payment received by the Administrative Agent for the account of the L/C Issuer pursuant to Section 2.03(c)(i) is required to be returned under any of the circumstances described in Section 10.05 (including pursuant to any settlement entered into by the L/C Issuer in its discretion), each Lender shall pay to the Administrative Agent for the account of the L/C Issuer its Applicable Percentage thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned by such Lender, at a rate per annum equal to the Federal Funds Rate from time to time in effect.  The obligations of the Lenders under this clause shall survive the payment in full of the Obligations and the termination of this Agreement.

(e)Obligations Absolute.  The obligation of the Borrowers to reimburse the L/C Issuer for each drawing under each Letter of Credit and to repay each L/C Borrowing shall be absolute, unconditional and irrevocable, and shall be paid strictly

71

in accordance with the terms of this Agreement under all circumstances, including the following:

(i)any lack of validity or enforceability of such Letter of Credit, this Agreement, or any other Loan Document;

(ii)the existence of any claim, counterclaim, setoff, defense or other right that the Borrowers or any Subsidiary may have at any time against any beneficiary or any transferee of such Letter of Credit (or any Person for whom any such beneficiary or any such transferee may be acting), the L/C Issuer or any other Person, whether in connection with this Agreement, the transactions contemplated hereby or by such Letter of Credit or any agreement or instrument relating thereto, or any unrelated transaction;

(iii)any draft, demand, certificate or other document presented under such Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; or any loss or delay in the transmission or otherwise of any document required in order to make a drawing under such Letter of Credit;

(iv)any payment by the L/C Issuer under such Letter of Credit against presentation of a draft or certificate that does not strictly comply with the terms of such Letter of Credit; or any payment made by the L/C Issuer under such Letter of Credit to any Person purporting to be a trustee in bankruptcy, debtor-in-possession, assignee for the benefit of creditors, liquidator, receiver or other representative of or successor to any beneficiary or any transferee of such Letter of Credit, including any arising in connection with any proceeding under any Debtor Relief Law;

(v)any other circumstance or happening whatsoever, whether or not similar to any of the foregoing, including any other circumstance that might otherwise constitute a defense available to, or a discharge of, the Borrowers or any of their Subsidiaries; or

(vi)the fact that any Event of Default shall have occurred and be continuing.

The Lead Borrower shall promptly examine a copy of each Letter of Credit and each amendment thereto that is delivered to it and, in the event of any claim of noncompliance with the Lead Borrower’s instructions or other irregularity, the Lead Borrower will promptly notify the L/C Issuer.  The Borrowers shall be conclusively deemed to have waived any such claim against the L/C Issuer and its correspondents unless such notice is given as aforesaid.

(f)Role of L/C Issuer.  Each Lender and the Borrowers agree that, in paying any drawing under a Letter of Credit, the L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or

72

delivering any such document.  None of the L/C Issuer, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of the L/C Issuer shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders or the Required Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; (iii) any error, omission, interruption, loss or delay in transmission or delivery of any draft, notice or other communication under or relating to any Letter of Credit or any error in interpretation of technical terms; or (iv) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Issuer Document.  The Borrowers hereby assume all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided, however, that this assumption is not intended to, and shall not, preclude the Borrowers’ pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement.  None of the L/C Issuer, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of the L/C Issuer shall be liable or responsible for any of the matters described in clauses (i) through (v) of Section 2.03(e); provided, however, that anything in such clauses to the contrary notwithstanding, the Borrowers may have a claim against the L/C Issuer, and the L/C Issuer may be liable to the Borrowers, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the Borrowers which the Borrowers prove were caused by the L/C Issuer’s willful misconduct or gross negligence or the L/C Issuer’s willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit.  In furtherance, and not in limitation, of the foregoing, the L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary (or the L/C Issuer may refuse to accept and make payment upon such documents if such documents are not in strict compliance with the terms of such Letter of Credit), and the L/C Issuer shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.

(g)Cash Collateral.  Upon the request of the Administrative Agent, (i) if the L/C Issuer has honored any full or partial drawing request under any Letter of Credit and such drawing has resulted in an L/C Borrowing, or (ii) if, as of the Letter of Credit Expiration Date, any L/C Obligation for any reason remains outstanding, the Borrowers shall, in each case, immediately Cash Collateralize the then Outstanding Amount of all L/C Obligations.  Sections 2.05 and 8.02(c) set forth certain additional requirements to deliver Cash Collateral hereunder.  For purposes of this Section 2.03, Section 2.05 and Section 8.02(c), “Cash Collateralize” means to pledge and deposit with or deliver to the Administrative Agent, for the benefit of the L/C Issuer and the Lenders, as collateral for the L/C Obligations, cash or deposit account balances in an amount equal to one hundred five percent (105%) of the Outstanding Amount of all L/C Obligations, pursuant to documentation in form and substance satisfactory to the

73

Administrative Agent and the L/C Issuer (which documents are hereby Consented to by the Lenders).  Derivatives of such term have corresponding meanings.  The Borrowers hereby grant to the Collateral Agent a security interest in all such cash, deposit accounts and all balances therein and all proceeds of the foregoing.  Cash Collateral shall be maintained in blocked, non-interest bearing deposit accounts at Bank of America.  If, at any time, the Administrative Agent determines that any funds held as Cash Collateral are subject to any right or claim of any Person other than the Administrative Agent or that the total amount of such funds is less than the aggregate Outstanding Amount of all L/C Obligations, the Borrowers will, forthwith upon demand by the Administrative Agent, pay to the Administrative Agent, as additional funds to be deposited as Cash Collateral, an amount equal to the excess of (x) such aggregate Outstanding Amount over (y) the total amount of funds, if any, then held as Cash Collateral that the Administrative Agent determines to be free and clear of any such right and claim.  Upon the drawing of any Letter of Credit for which funds are on deposit as Cash Collateral, such funds shall be applied, to the extent permitted under applicable Laws, to reimburse the L/C Issuer and, to the extent not so applied, shall thereafter be applied to satisfy other Obligations.

(h)Applicability of ISP and UCP.  Unless otherwise expressly agreed by the L/C Issuer and the Lead Borrower when a Letter of Credit is issued, (i) the rules of the ISP shall apply to each Standby Letter of Credit, and (ii) the rules of the Uniform Customs and Practice for Documentary Credits, as most recently published by the International Chamber of Commerce at the time of issuance shall apply to each Commercial Letter of Credit.

(i)Letter of Credit Fees.  The Borrowers shall pay to the Administrative Agent for the account of each Lender in accordance with its Applicable Percentage a Letter of Credit fee (the “Letter of Credit Fee”) for each Letter of Credit equal to the Applicable Margin for LIBO Rate Loans multiplied by the daily Stated Amount under each such Letter of Credit (whether or not such maximum amount is then in effect under such Letter of Credit).  For purposes of computing the daily amount available to be drawn under any Letter of Credit, the amount of the Letter of Credit shall be determined in accordance with Section 1.06.  Letter of Credit Fees shall be (i) due and payable on the first Business Day after the end of each calendar quarter, commencing with the first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demand, and (ii) computed on a quarterly basis in arrears.  If there is any change in the Applicable Margin during any quarter, the daily amount available to be drawn under of each Letter of Credit shall be computed and multiplied by the Applicable Margin separately for each period during such quarter that such Applicable Margin was in effect.  Notwithstanding anything to the contrary contained herein, upon the occurrence and during the continuance of any Event of Default, all Letter of Credit Fees shall accrue at the Default Rate.

(j)Fronting Fee and Documentary and Processing Charges Payable to L/C Issuer.  The Borrowers shall pay directly to the L/C Issuer for its own account a fronting fee (the “Fronting Fee”) with respect to each Letter of Credit at a rate equal to 0.125% per annum, computed on the daily amount available to be drawn under such

74

Letter of Credit and payable on a quarterly basis in arrears.  Such Fronting Fees shall be due and payable on the first Business Day after the end of each calendar quarter, commencing with the first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demand.  For purposes of computing the daily amount available to be drawn under any Letter of Credit, the amount of the Letter of Credit shall be determined in accordance with Section 1.06.  In addition, the Borrowers shall pay directly to the L/C Issuer, for its own account, the customary issuance, presentation, amendment and other processing fees, and other standard costs and charges, of the L/C Issuer relating to letters of credit as from time to time in effect.  Such customary fees and standard costs and charges are due and payable on demand and are nonrefundable.

(k)Conflict with Issuer Documents.  In the event of any conflict between the terms hereof and the terms of any Issuer Document, the terms hereof shall control.

2.04    Swing Line Loans.

(a)The Swing Line.  Subject to the terms and conditions set forth herein, the Swing Line Lender may, in its discretion and in reliance upon the agreements of the other Lenders set forth in this Section 2.04, make loans (each such loan, a “Swing Line Loan”) to the Borrowers from time to time on any Business Day during the Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Applicable Percentage of the Outstanding Amount of Committed Loans and L/C Obligations of the Lender acting as Swing Line Lender, may exceed the amount of such Lender’s Commitment; provided, however, that after giving effect to any Swing Line Loan, (i) the Total Outstandings shall not exceed the lesser of (A) the Aggregate Commitments, or (B) the Borrowing Base, and (ii) the aggregate Outstanding Amount of the Committed Loans of any Lender at such time, plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations at such time, plus such Lender’s Applicable Percentage of the Outstanding Amount of all Swing Line Loans at such time shall not exceed such Lender’s Commitment; provided further that the Borrowers shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan; provided further that the Swing Line Lender shall not be obligated to make any Swing Line Loan at any time when any Lender is at such time a Defaulting Lender or Deteriorating Lender hereunder, unless the Swing Line Lender has entered into satisfactory arrangements with the Borrower or such Lender to eliminate the Swing Line Lender’s risk with respect to such Lender.  Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrowers may borrow under this Section 2.04, prepay under Section 2.05, and reborrow under this Section 2.04.  Each Swing Line Loan shall bear interest only at a rate based on the Prime Rate.  Immediately upon the making of a Swing Line Loan, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Lender’s Applicable Percentage times the amount of such Swing Line Loan.  The Swing Line Lender shall have all of the benefits and immunities (A) provided to the Administrative Agent in

75

Article IX with respect to any acts taken or omissions suffered by the Swing Line Lender in connection with Swing Line Loans made by it or proposed to be made by it as if the term “Administrative Agent” as used in Article IX included the Swing Line Lender with respect to such acts or omissions, and (B) as additionally provided herein with respect to the Swing Line Lender.

(b)Borrowing Procedures.  Each Swing Line Borrowing shall be made upon the Lead Borrower’s irrevocable notice to the Swing Line Lender and the Administrative Agent, which may be given by telephone. Each such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the requested borrowing date, and shall specify (i) the amount to be borrowed, which shall be a minimum of $100,000, and (ii) the requested borrowing date, which shall be a Business Day.  Each such telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent of a written Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of the Lead Borrower.  Promptly after receipt by the Swing Line Lender of any telephonic Swing Line Loan Notice, the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof.  Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent at the request of the Required Lenders prior to 2:00 p.m. on the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Article IV is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender may, in its discretion, not later than 3:00 p.m. on the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available to the Borrowers at its office by crediting the account of the Lead Borrower on the books of the Swing Line Lender in immediately available funds.

(c)Refinancing of Swing Line Loans.

(i)The Swing Line Lender, at any time in its sole and absolute discretion, may request, on behalf of the Borrowers (which hereby irrevocably authorize the Swing Line Lender to so request on their behalf), that each Lender make a Prime Rate Loan in an amount equal to such Lender’s Applicable Percentage of the amount of Swing Line Loans then outstanding.  Such request shall be made in writing (which written request shall be deemed to be a Committed Loan Notice for purposes hereof) and in accordance with the requirements of Section 2.02, without regard to the minimum and multiples specified therein for the principal amount of Prime Rate Loans, but subject to the unutilized portion of the Aggregate Commitments and the conditions set forth in Section 4.02.  The Swing Line Lender shall furnish the Lead Borrower with a copy of the applicable Committed Loan Notice promptly after delivering such notice to the Administrative Agent.  Each Lender shall make an amount equal to

76

its Applicable Percentage of the amount specified in such Committed Loan Notice available to the Administrative Agent in immediately available funds for the account of the Swing Line Lender at the Administrative Agent’s Office not later than 1:00 p.m. on the day specified in such Committed Loan Notice, whereupon, subject to Section 2.04(c)(ii), each Lender that so makes funds available shall be deemed to have made a Prime Rate Loan to the Borrowers in such amount.  The Administrative Agent shall remit the funds so received to the Swing Line Lender.

(ii)If for any reason any Swing Line Loan cannot be refinanced by such a Committed Borrowing in accordance with Section 2.04(c)(i), the request for Prime Rate Loans submitted by the Swing Line Lender as set forth herein shall be deemed to be a request by the Swing Line Lender that each of the Lenders fund its risk participation in the relevant Swing Line Loan and each Lender’s payment to the Administrative Agent for the account of the Swing Line Lender pursuant to Section 2.04(c)(i) shall be deemed payment in respect of such participation.

(iii)If any Lender fails to make available to the Administrative Agent for the account of the Swing Line Lender any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.04(c) by the time specified in Section 2.04(c)(i), the Swing Line Lender shall be entitled to recover from such Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the Swing Line Lender at a rate per annum equal to the greater of the Federal Funds Rate and a rate determined by the Swing Line Lender in accordance with banking industry rules on interbank compensation plus any administrative, processing or similar fees customarily charged by the Swing Line Lender in connection with the foregoing.  If such Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Lender’s Committed Loan included in the relevant Committed Borrowing or funded participation in the relevant Swing Line Loan, as the case may be.  A certificate of the Swing Line Lender submitted to any Lender (through the Administrative Agent) with respect to any amounts owing under this clause (iii) shall be conclusive absent manifest error.

(iv)Each Lender’s obligation to make Committed Loans or to purchase and fund risk participations in Swing Line Loans pursuant to this Section 2.04(c) shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against the Swing Line Lender, the Borrowers or any other Person for any reason whatsoever, (B) the occurrence or continuance of a Default or Event of Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided, however, that each Lender’s obligation to make Committed Loans pursuant to this Section 2.04(c) is subject to the conditions set forth in Section 4.02.  No such funding of risk participations shall relieve or otherwise impair the obligation of the Borrowers to repay Swing Line Loans, together with interest as provided herein.

77

(d)Repayment of Participations.

(i)At any time after any Lender has purchased and funded a risk participation in a Swing Line Loan, if the Swing Line Lender receives any payment on account of such Swing Line Loan, the Swing Line Lender will distribute to such Lender its Applicable Percentage of such payment (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender’s risk participation was funded) in the same funds as those received by the Swing Line Lender.

(ii)If any payment received by the Swing Line Lender in respect of principal or interest on any Swing Line Loan is required to be returned by the Swing Line Lender under any of the circumstances described in Section 10.05 (including pursuant to any settlement entered into by the Swing Line Lender in its discretion), each Lender shall pay to the Swing Line Lender its Applicable Percentage thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned, at a rate per annum equal to the Federal Funds Rate.  The Administrative Agent will make such demand upon the request of the Swing Line Lender.  The obligations of the Lenders under this clause shall survive the payment in full of the Obligations and the termination of this Agreement.

(e)Interest for Account of Swing Line Lender.  The Swing Line Lender shall be responsible for invoicing the Borrowers for interest on the Swing Line Loans.  Until each Lender funds its Prime Rate Loan or risk participation pursuant to this Section 2.04 to refinance such Lender’s Applicable Percentage of any Swing Line Loan, interest in respect of such Applicable Percentage shall be solely for the account of the Swing Line Lender.

(f)Payments Directly to Swing Line Lender.  The Borrowers shall make all payments of principal and interest in respect of the Swing Line Loans directly to the Swing Line Lender.

2.05    Prepayments.

(a)The Borrowers may, upon irrevocable notice from the Lead Borrower to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans in whole or in part, without premium or penalty; provided that (i) such notice must be received by the Administrative Agent not later than 11:00 a.m. (A) two (2) Business Days prior to any date of prepayment of LIBO Rate Loans and (B) on the date of prepayment of Prime Rate Loans; (ii) any prepayment of LIBO Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $100,000 in excess thereof; and (iii) any prepayment of Prime Rate Loans shall be in a principal amount of $250,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding.  Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if LIBO Rate Loans, the Interest Period(s) of such Loans.  The

78

Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment.  If such notice is given by the Lead Borrower, the Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein.  Any prepayment of a LIBO Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05.  Each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages.

(b)The Borrowers may, upon irrevocable notice from the Lead Borrower to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $100,000.  Each such notice shall specify the date and amount of such prepayment.  If such notice is given by the Lead Borrower, the Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein.

(c)If for any reason the Total Outstandings (determined as of the end of any Business Day) exceed the Loan Cap, as then in effect, the Borrowers shall immediately prepay Loans, Swing Line Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations (other than L/C Borrowings) in an aggregate amount equal to such excess; provided, however, that the Borrowers shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(c) unless, after the prepayment in full of the Loans, the Total Outstandings exceed the Loan Cap, as then in effect.

(d)(i) After the occurrence and during the continuance of a Cash Dominion Event, the Borrowers shall prepay the Loans in accordance with the provisions of Section 6.13(c) hereof, and (ii) after the occurrence and during the continuance of an Event of Default, the Borrowers shall Cash Collateralize the L/C Obligations in accordance with the provisions of Section 8.02 hereof.

(e)The Borrowers shall prepay the Loans and, after the occurrence and during the continuance of an Event of Default, Cash Collateralize the L/C Obligations in an amount equal to the Net Proceeds (other than, with respect only to the Notes Priority Collateral, that portion of the Net Proceeds (if any) that is then required to be paid to the Note Holders under the Senior Note Documents) received by a Loan Party on account of a Prepayment Event, irrespective of whether or not a Cash Dominion Event then exists and is continuing, which Net Proceeds shall be paid over to the Administrative Agent within two (2) Business Days of receipt (provided that, after the occurrence and during the continuance of a Cash Dominion Event, the Borrowers shall pay such Net Proceeds over to the Administrative Agent immediately upon receipt thereof) and shall be utilized to prepay the Loans in the order of priority set forth in

79

Section 2.05(f).  The application of such Net Proceeds to the Loans shall not reduce the Commitments.  If all Obligations then due are paid, any excess Net Proceeds shall be remitted to the operating account of the Borrowers maintained with the Administrative Agent.

(f)Prepayments made pursuant to this Section 2.05, first, shall be applied ratably to the L/C Borrowings and the Swing Line Loans, second, shall be applied ratably to the outstanding Committed Loans, third, shall be used to Cash Collateralize the remaining L/C Obligations, and, fourth, the amount remaining, if any, after the prepayment in full of all L/C Borrowings, Swing Line Loans and Committed Loans outstanding at such time and the Cash Collateralization of the remaining L/C Obligations in full may be retained by the Borrowers for use in the ordinary course of its business.  Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Borrowers or any other Loan Party) to reimburse the L/C Issuer or the Lenders, as applicable.

2.06    Termination or Reduction of Commitments.

(a)The Borrowers may, upon irrevocable notice from the Lead Borrower to the Administrative Agent, terminate the Aggregate Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit or from time to time permanently reduce the Aggregate Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. two (2) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof, and (iii) the Borrowers shall not terminate or reduce (A) the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings would exceed the Aggregate Commitments, (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, and (C) the Swing Line Sublimit if, after giving effect thereto, and to any concurrent payments hereunder, the Outstanding Amount of Swing Line Loans hereunder would exceed the Swing Line Sublimit.

(b)If, after giving effect to any reduction of the Aggregate Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Commitments, such Letter of Credit Sublimit or Swing Line Sublimit shall be automatically reduced by the amount of such excess.

(c)The Administrative Agent will promptly notify the Lenders of any termination or reduction of the Letter of Credit Sublimit, Swing Line Sublimit or the Aggregate Commitments under this Section 2.06.  Upon any reduction of the Aggregate Commitments, the Commitment of each Lender shall be reduced by such Lender’s Applicable Percentage of such reduction amount.  All fees (including, without limitation, Commitment Fees, Early Termination Fees and Letter of Credit

80

Fees) and interest in respect of the Aggregate Commitments accrued until the effective date of any termination of the Aggregate Commitments shall be paid on the effective date of such termination.

2.07    Repayment of Loans.

(a)The Borrowers shall repay to the Lenders on the Termination Date the aggregate principal amount of Committed Loans outstanding on such date.

(b)To the extent not previously paid, the Borrowers shall repay the outstanding balance of the Swing Line Loans on the Termination Date.

2.08    Interest.

(a)Subject to the provisions of Section 2.08(a) below, (i) each LIBO Rate Loan shall bear interest on the outstanding principal amount thereof for each Interest Period at a rate per annum equal to the LIBO Rate for such Interest Period plus the Applicable Margin; (ii) each Prime Rate Loan shall bear interest on the outstanding principal amount thereof from the applicable borrowing date at a rate per annum equal to the Prime Rate plus the Applicable Margin; and (iii) each Swing Line Loan shall bear interest on the outstanding principal amount thereof from the applicable borrowing date at a rate per annum equal to the Prime Rate plus the Applicable Margin.

(b)(i)  Upon the occurrence and during the continuance of any Event of Default under Sections 8.01(a) or 8.01(f), all outstanding Obligations shall bear interest at a fluctuating interest rate per annum at all times equal to the Default Rate to the fullest extent permitted by applicable Laws.

(ii)Upon the occurrence and during the continuance of any other Event of Default, then the Administrative Agent may, and upon the request of the Required Lenders shall, notify the Lead Borrower that all outstanding Obligations shall thereafter bear interest at a fluctuating interest rate per annum at all times equal to the Default Rate and thereafter such Obligations shall bear interest at the Default Rate to the fullest extent permitted by applicable Laws.

(iii)Accrued and unpaid interest on past due amounts (including interest on past due interest) shall be due and payable upon demand.

(c)Interest on each Loan shall be due and payable in arrears on each Interest Payment Date applicable thereto and at such other times as may be specified herein.  Interest hereunder shall be due and payable in accordance with the terms hereof before and after judgment, and before and after the commencement of any proceeding under any Debtor Relief Law.

2.09    Fees.  In addition to certain fees described in Sections 2.03(i) and 2.03(j):

81

(a)Commitment Fee.  The Borrowers shall pay to the Administrative Agent, for the account of each Lender in accordance with its Applicable Percentage, a commitment fee (the “Commitment Fee”) based upon the average daily outstanding Credit Extensions (excluding Swing Line Loans) equal to the percentages set forth in the grid below times the actual daily amount by which the Aggregate Commitments exceed the sum of (i) the Outstanding Amount of Loans and (ii) the Outstanding Amount of L/C Obligations.

Level	Average Daily Outstanding Credit Extensions	Commitment Fee
I	Less than or equal to 50% of Loan Cap	0.75	%
II	Greater than 50% of Loan Cap	0.50	%

The Commitment Fee shall accrue at all times during the Availability Period, including at any time during which one or more of the conditions in Article IV is not met, and shall be due and payable quarterly in arrears on the last Business Day of each calendar quarter, commencing with the first such date to occur after the Closing Date, and on the last day of the Availability Period.  The Commitment Fee, expressed as a percentage, shall be calculated on the Closing Date and thereafter, the Commitment Fee shall be calculated on each Commitment Fee Adjustment Date for the most recent calendar quarter immediately preceding such Commitment Fee Adjustment Date.

(b)Early Termination Fee.  In the event that the Termination Date occurs, for any reason, prior to the Maturity Date, or in the event that the Borrowers elect to permanently reduce the Aggregate Commitments pursuant to Section 2.06 hereof, the Borrowers shall pay to the Administrative Agent, for the ratable benefit of the Lenders, a fee (the “Early Termination Fee”) in respect of amounts which are or become payable by reason thereof equal to the following: (i) one-half of one percent (0.50%) of the Aggregate Commitments then in effect if the Termination Date or such reduction of the Aggregate Commitments shall occur at any time on or before the second anniversary of the Closing Date; and (ii) one-quarter of one percent (0.25%) of the Aggregate Commitments then in effect if the Termination Date or such reduction of the Aggregate Commitments shall occur at any time on or after second anniversary of the Closing Date but prior to the third anniversary of the Closing Date.  There will be no Early Termination Fee due after the third anniversary of the Closing Date.  All parties to this Agreement agree and acknowledge that the Lenders will have suffered damages on account of the early termination of this Agreement or the permanent reduction of the Aggregate Commitments and that, in view of the difficulty in ascertaining the amount of such damages, the Early Termination Fee constitutes

82

reasonable compensation and liquidated damages to compensate the Lenders on account thereof.

(c)Other Fees.  The Borrowers shall pay to the Administrative Agent and BAS, for their own respective accounts, fees in the amounts and at the times specified in the Fee Letter.  Such fees shall be fully earned when paid and shall not be refundable for any reason whatsoever.

2.10    Computation of Interest and Fees.  All computations of interest for Prime Rate Loans when the Prime Rate is determined by Bank of America’s “prime rate” shall be made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed.  All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365-day year).  Interest shall accrue on each Loan for the day on which the Loan is made, and shall not accrue on a Loan, or any portion thereof, for the day on which the Loan or such portion is paid, provided that any Loan that is repaid on the same day on which it is made shall, subject to Section 2.12(a), bear interest for one day.  Each determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error.

2.11    Evidence of Debt.

(a)The Credit Extensions made by each Lender shall be evidenced by one or more accounts or records maintained by the Administrative Agent (the “Loan Account”) in the ordinary course of business.  In addition, each Lender may record in such Lender’s internal records, an appropriate notation evidencing the date and amount of each Loan from such Lender, each payment and prepayment of principal of any such Loan, and each payment of interest, fees and other amounts due in connection with the Obligations due to such Lender.  The accounts or records maintained by the Administrative Agent and each Lender shall be conclusive absent manifest error of the amount of the Credit Extensions made by the Lenders to the Borrowers and the interest and payments thereon.  Any failure to so record or any error in doing so shall not, however, limit or otherwise affect the obligation of the Borrowers hereunder to pay any amount owing with respect to the Obligations.  In the event of any conflict between the accounts and records maintained by any Lender and the accounts and records of the Administrative Agent in respect of such matters, the accounts and records of the Administrative Agent shall control in the absence of manifest error.  Upon the request of any Lender made through the Administrative Agent, the Borrowers shall execute and deliver to such Lender (through the Administrative Agent) a Note, which shall evidence such Lender’s Loans in addition to such accounts or records.  Each Lender may attach schedules to its Note and endorse thereon the date, Type (if applicable), amount and maturity of its Loans and payments with respect thereto.  Any failure to so attach or endorse, or any error in doing so, shall not, however, limit or otherwise affect the obligation of the Borrowers hereunder to pay any amount owing with respect to the Obligations.  Upon receipt of an affidavit of a Lender as to the loss, theft, destruction or mutilation of such Lender’s Note and upon cancellation of such Note, the Borrowers will issue, in lieu thereof, a

83

replacement Note in favor of such Lender, in the same principal amount thereof and otherwise of like tenor.

(b)In addition to the accounts and records referred to in Section 2.11(a), each Lender and the Administrative Agent shall maintain in accordance with its usual practice accounts or records evidencing the purchases and sales by such Lender of participations in Letters of Credit and Swing Line Loans.  In the event of any conflict between the accounts and records maintained by the Administrative Agent and the accounts and records of any Lender in respect of such matters, the accounts and records of the Administrative Agent shall control in the absence of manifest error.

2.12    Payments Generally; Administrative Agent’s Clawback.

(a)General.  All payments to be made by the Borrowers shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff.  Except as otherwise expressly provided herein, all payments by the Borrowers hereunder shall be made to the Administrative Agent, for the account of the respective Lenders to which such payment is owed, at the Administrative Agent’s Office in Dollars and in immediately available funds not later than 2:00 p.m. on the date specified herein.  The Administrative Agent will promptly distribute to each Lender its Applicable Percentage (or other applicable share as provided herein) of such payment in like funds as received by wire transfer to such Lender’s Lending Office in accordance with the provisions of Section 2.14.  All payments received by the Administrative Agent after 2:00 p.m. shall, at the option of the Administrative Agent, be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue.  If any payment (other than with respect to payment of a LIBO Rate Loan) to be made by the Borrowers shall come due on a day other than a Business Day, payment shall be made on the next following Business Day, and such extension of time shall be reflected in computing interest or fees, as the case may be.

(b)(i)Funding by Lenders; Presumption by Administrative Agent.  Unless the Administrative Agent shall have received notice from a Lender prior to the proposed date of any Borrowing of LIBO Rate Loans (or, in the case of any Borrowing of Prime Rate Loans, prior to 12:00 noon on the date of such Borrowing) that such Lender will not make available to the Administrative Agent such Lender’s share of such Borrowing, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with Section 2.02 (or, in the case of a Borrowing of Prime Rate Loans, that such Lender has made such share available in accordance with, and at the time required by, Section 2.02) and may, in reliance upon such assumption, make available to the Borrowers a corresponding amount.  In such event, if a Lender has not in fact made its share of the applicable Committed Borrowing available to the Administrative Agent, then the applicable Lender and the Borrowers severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount in immediately available funds with interest thereon, for each day from and including the date such amount is made available to the Borrowers to but excluding the date of payment to the Administrative Agent, at (A) in the case of a payment to be made by such Lender, the greater of the

84

Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation, plus any administrative processing or similar fees customarily charged by the Administrative Agent in connection with the foregoing, and (B) in the case of a payment to be made by the Borrowers, the interest rate applicable to Prime Rate Loans.  If the Borrowers and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrowers the amount of such interest paid by the Borrowers for such period.  If such Lender pays its share of the applicable Committed Borrowing to the Administrative Agent, then the amount so paid shall constitute such Lender’s Committed Loan included in such Committed Borrowing.  Any payment by the Borrowers shall be without prejudice to any claim the Borrowers may have against a Lender that shall have failed to make such payment to the Administrative Agent.

(ii)Payments by Borrowers; Presumptions by Administrative Agent.  Unless the Administrative Agent shall have received notice from the Lead Borrower prior to the time at which any payment is due to the Administrative Agent for the account of the Lenders or the L/C Issuer hereunder that the Borrowers will not make such payment, the Administrative Agent may assume that the Borrowers have made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders or the L/C Issuer, as the case may be, the amount due.  In such event, if the Borrowers have not in fact made such payment, then each of the Lenders or the L/C Issuer, as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender or the L/C Issuer, in immediately available funds with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation.

A notice of the Administrative Agent to any Lender or the Lead Borrower with respect to any amount owing under this Section 2.12(b) shall be conclusive, absent manifest error.

(c)Failure to Satisfy Conditions Precedent.  If any Lender makes available to the Administrative Agent funds for any Loan to be made by such Lender as provided in the foregoing provisions of this Article II, and such funds are not made available to the Borrowers by the Administrative Agent because the conditions to the applicable Credit Extension set forth in Article IV are not satisfied or waived in accordance with the terms hereof (subject to the provisions of the last paragraph of Section 4.02 hereof), the Administrative Agent shall return such funds (in like funds as received from such Lender) to such Lender, without interest.

(d)Obligations of Lenders Several.  The obligations of the Lenders hereunder to make Committed Loans, to fund participations in Letters of Credit and Swing Line Loans and to make payments hereunder are several and not joint.  The failure of any Lender to make any Committed Loan, to fund any such participation or to make any payment hereunder on any date required hereunder shall not relieve any other Lender

85

of its corresponding obligation to do so on such date, and no Lender shall be responsible for the failure of any other Lender to so make its Committed Loan, to purchase its participation or to make its payment hereunder.

(e)Funding Source.  Nothing herein shall be deemed to obligate any Lender to obtain the funds for any Loan in any particular place or manner or to constitute a representation by any Lender that it has obtained or will obtain the funds for any Loan in any particular place or manner.

2.13    Sharing of Payments by Lenders.  If any Credit Party shall, by exercising any right of setoff or counterclaim or otherwise, obtain payment in respect of any principal of, interest on, or other amounts with respect to, any of the Obligations resulting in such Lender’s receiving payment of a proportion of the aggregate amount of such Obligations greater than its pro rata share thereof as provided herein (including as in contravention of the priorities of payment set forth in Section 8.03), then the Credit Party receiving such greater proportion shall (a) notify the Administrative Agent of such fact, and (b) purchase (for cash at face value) participations in the Obligations of the other Credit Parties, or make such other adjustments as shall be equitable, so that the benefit of all such payments shall be shared by the Credit Parties ratably and in the priorities set forth in Section 8.03, provided that:

(a)if any such participations or subparticipations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations or subparticipations shall be rescinded and the purchase price restored to the extent of such recovery, without interest; and

(b)the provisions of this Section 2.13 shall not be construed to apply to (x) any payment made by the Loan Parties pursuant to and in accordance with the express terms of this Agreement or (y) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Committed Loans or subparticipations in L/C Obligations or Swing Line Loans to any assignee or participant, other than to the Borrowers or any Subsidiary thereof (as to which, the provisions of this Section 2.13 shall apply).

Each Loan Party consents to the foregoing and agrees, to the extent it may effectively do so under applicable Law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against such Loan Party rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of such Loan Party in the amount of such participation.

2.14    Settlement Amongst Lenders.

(a)The amount of each Lender’s Applicable Percentage of outstanding Loans (including outstanding Swing Line Loans) shall be computed weekly (or more frequently in the Administrative Agent’s discretion) and shall be adjusted upward or downward based on all Loans (including Swing Line Loans) and repayments of Loans (including Swingline Loans) received by the Administrative Agent as of 3:00 p.m. on

86

the first Business Day (such date, the “Settlement Date”) following the end of the period specified by the Administrative Agent.

(b)The Administrative Agent shall deliver to each of the Lenders promptly after a Settlement Date a summary statement of the amount of outstanding Committed Loans and Swing Line Loans for the period and the amount of repayments received for the period.  As reflected on the summary statement, (i) the Administrative Agent shall transfer to each Lender its Applicable Percentage of repayments, and (ii) each Lender shall transfer to the Administrative Agent (as provided below) or the Administrative Agent shall transfer to each Lender, such amounts as are necessary to insure that, after giving effect to all such transfers, the amount of Committed Loans made by each Lender shall be equal to such Lender’s Applicable Percentage of all Committed Loans outstanding as of such Settlement Date.  If the summary statement requires transfers to be made to the Administrative Agent by the Lenders and is received prior to 1:00 p.m. on a Business Day, such transfers shall be made in immediately available funds no later than 3:00 p.m. that day; and, if received after 1:00 p.m., then no later than 3:00 p.m. on the next Business Day. The obligation of each Lender to transfer such funds is irrevocable, unconditional and without recourse to or warranty by the Administrative Agent.  If and to the extent any Lender shall not have so made its transfer to the Administrative Agent, such Lender agrees to pay to the Administrative Agent, forthwith on demand such amount, together with interest thereon, for each day from such date until the date such amount is paid to the Administrative Agent, equal to the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation plus any administrative, processing, or similar fees customarily charged by the Administrative Agent in connection with the foregoing.

2.15     Increase in Commitments.

(a)Request for Increase.  Provided no Default then exists or would arise therefrom, upon notice to the Administrative Agent (which shall promptly notify the Lenders), the Lead Borrower may from time to time request an increase in the Aggregate Commitments by an amount (for all such requests) not exceeding $20,000,000; provided that (i) any such request for an increase shall be in a minimum amount of $5,000,000 and (ii) the Lead Borrower may make a maximum of three such requests.  At the time of sending such notice, the Lead Borrower (in consultation with the Administrative Agent) shall specify the time period within which each Lender is requested to respond (which shall in no event be less than ten Business Days from the date of delivery of such notice to the Lenders).

(b)Lender Elections to Increase.  Each Lender shall notify the Administrative Agent within such time period whether or not it agrees to increase its Commitment and, if so, whether by an amount equal to, greater than, or less than its Applicable Percentage of such requested increase.  Any Lender not responding within such time period shall be deemed to have declined to increase its Commitment.

87

(c)    Notification by Administrative Agent; Additional Lenders.  The Administrative Agent shall notify the Lead Borrower and each Lender of the Lenders’ responses to each request made hereunder.  To achieve the full amount of a requested increase and subject to the approval of the Administrative Agent, the L/C Issuer and the Swing Line Lender (which approvals shall not be unreasonably withheld), to the extent that the existing Lenders decline to increase their Commitments, or decline to increase their Commitments to the amount requested by the Lead Borrower, the Administrative Agent, in consultation with the Lead Borrower, will use its reasonable efforts to arrange for other Eligible Assignees to become a Lender hereunder and to issue commitments in an amount equal to the amount of the increase in the Aggregate Commitments requested by the Lead Borrower and not accepted by the existing Lenders (and the Lead Borrower may also invite additional Eligible Assignees to become Lenders) (each, an “Additional Commitment Lender”); provided, however, that without the consent of the Administrative Agent, at no time shall the Commitment of any Additional Commitment Lender be less than $2,500,000.

(d)     Effective Date and Allocations.  If the Aggregate Commitments are increased in accordance with this Section, the Administrative Agent, in consultation with the Lead Borrower, shall determine the effective date (the “Increase Effective Date”) and the final allocation of such increase.  The Administrative Agent shall promptly notify the Lead Borrower and the Lenders of the final allocation of such increase and the Increase Effective Date and on the Increase Effective Date (i) the Aggregate Commitments under, and for all purposes of, this Agreement shall be increased by the aggregate amount of such Commitment Increases, and (ii) Schedule 2.01 shall be deemed modified, without further action, to reflect the revised Commitments and Applicable Percentages of the Lenders.

(e)     Conditions to Effectiveness of Increase.  As conditions precedent to each such increase: (i) the Lead Borrower shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (A) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (B) in the case of the Borrowers, certifying that, before and after giving effect to such increase, the representations and warranties contained in Article V and the other Loan Documents are true and correct on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.15, the representations and warranties contained in the representations and warranties contained in Sections 5.05(a) and 5.05(b) shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01; (ii) the Borrowers, the Administrative Agent and the Lenders shall have executed and delivered an amendment to this Agreement increasing the minimum Availability thresholds set forth in the definitions of Accelerated Borrowing Base Delivery Event, Covenant Compliance Event and Cash Dominion Event such that the Availability thresholds after the Increase Effective Date are equal to the same percentage of the Aggregate Commitments after the Increase Effective Date as the percentage of the

88

Aggregate Commitments as of the Closing Date; (iii) the Borrowers, the Administrative Agent, and any Additional Commitment Lender shall have executed and delivered a joinder to the Loan Documents in such form as the Administrative Agent shall reasonably require; (iv) the Borrowers shall have paid such fees and other compensation to the Additional Commitment Lenders as the Lead Borrower and such Additional Commitment Lenders shall agree; (v) the Borrowers shall have paid such arrangement fees to the Administrative Agent as the Lead Borrower and the Administrative Agent may agree; (vi) the Borrowers shall deliver to the Administrative Agent and the Lenders an opinion or opinions, in form and substance reasonably satisfactory to the Administrative Agent, from counsel to the Borrowers reasonably satisfactory to the Administrative Agent and dated such date; (vii) the Borrowers and the Additional Commitment Lender shall have delivered such other instruments, documents and agreements as the Administrative Agent may reasonably have requested to effectuate the documentation of the foregoing; and (viii) no Default exists.  The Borrowers shall prepay any Committed Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Committed Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Commitments under this Section.

(f)      Conflicting Provisions.  This Section shall supersede any provisions in Sections 2.13 or 10.01 to the contrary.

ARTICLE III
TAXES, YIELD PROTECTION AND ILLEGALITY;
APPOINTMENT OF LEAD BORROWER

3.01     Taxes.

(a)     Payments Free of Taxes.  Any and all payments by or on account of any obligation of the Borrowers hereunder or under any other Loan Document shall be made free and clear of, and without reduction or withholding for, any Indemnified Taxes or Other Taxes, provided that, if the Borrowers shall be required by applicable Law to deduct any Indemnified Taxes (including any Other Taxes) from such payments, then (i) the sum payable shall be increased as necessary so that, after making all required deductions (including deductions applicable to additional sums payable under this Section 3.01), the Administrative Agent, Lender or L/C Issuer, as the case may be, receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrowers shall make such deductions and (iii) the Borrowers shall timely pay the full amount deducted to the relevant Governmental Authority in accordance with applicable Law.

(b)     Payment of Other Taxes by the Borrowers.  Without limiting the provisions of Section 3.01(a) above, the Borrowers shall timely pay any Other Taxes to the relevant Governmental Authority in accordance with applicable Law.

89

(c)     Indemnification by the Loan Parties.  The Loan Parties shall indemnify the Administrative Agent, each Lender and the L/C Issuer for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section 3.01) paid by the Administrative Agent, such Lender or the L/C Issuer, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority.  The Loan Parties shall pay such payment or liability within ten (10) days after receipt of a certificate setting forth in reasonable detail the basis for, and amount of, such payment or liability delivered to the Lead Borrower by a Lender or the L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender or the L/C Issuer, which certificate shall be conclusive absent manifest error.

(d)     Evidence of Payments.  As soon as practicable after any payment of Indemnified Taxes or Other Taxes by the Borrowers to a Governmental Authority, the Lead Borrower shall deliver to the Administrative Agent the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the Administrative Agent.

(e)     Status of Lenders.  Any Foreign Lender that is entitled to an exemption from, or reduction of, withholding tax under the law of the jurisdiction in which any Borrower is resident for tax purposes, or any treaty to which such jurisdiction is a party, with respect to payments hereunder or under any other Loan Document shall deliver to the Lead Borrower (with a copy to the Administrative Agent), at the time or times prescribed by applicable Law or reasonably requested by the Lead Borrower or the Administrative Agent, such properly completed and executed documentation prescribed by applicable Law as will permit such payments to be made without withholding or at a reduced rate of withholding.  In addition, any Lender, if requested by the Lead Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable Law or reasonably requested by the Lead Borrower or the Administrative Agent as will enable the Lead Borrower or the Administrative Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements.

Without limiting the generality of the foregoing, in the event that any Borrower is resident for tax purposes in the United States, any Foreign Lender shall deliver to the Lead Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the request of the Lead Borrower or the Administrative Agent, but only if such Foreign Lender is legally entitled to do so), whichever of the following is applicable:

90

(i)            duly completed copies of Internal Revenue Service Form W-8BEN claiming eligibility for benefits of an income tax treaty to which the United States is a party;

(ii)           duly completed copies of Internal Revenue Service Form W-8ECI;

(iii)          in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under section 881(c) of the Code, (x) a certificate to the effect that such Foreign Lender is not (A) a “bank” within the meaning of section 881(c)(3)(A) of the Code, (B) a “10 percent shareholder” of the Borrowers within the meaning of section 881(c)(3)(B) of the Code, or (C) a “controlled foreign corporation” described in section 881(c)(3)(C) of the Code and (y) duly completed copies of  Internal Revenue Service Form W-8BEN; or

(iv)          any other form prescribed by applicable Law as a basis for claiming exemption from or a reduction in United States Federal withholding tax duly completed together with such supplementary documentation as may be prescribed by applicable Law to permit the Lead Borrower to determine the withholding or deduction required to be made.

(f)      Treatment of Certain Refunds.  If the Administrative Agent, any Lender or the L/C Issuer determines, in its sole discretion, that it has received a refund of any Taxes or Other Taxes as to which it has been indemnified by the Borrowers or with respect to which the Borrowers have paid additional amounts pursuant to this Section 3.01, it shall pay to the Borrowers an amount equal to such refund (but only to the extent of indemnity payments made, or additional amounts paid, by the Borrowers under this Section 3.01 with respect to the Taxes or Other Taxes giving rise to such refund), net of all out-of-pocket expenses of the Administrative Agent, such Lender or the L/C Issuer, as the case may be, and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund), provided that the Borrowers, upon the request of the Administrative Agent, such Lender or the L/C Issuer, agree to repay the amount paid over to the Borrowers (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Administrative Agent, such Lender or the L/C Issuer in the event the Administrative Agent, such Lender or the L/C Issuer is required to repay such refund to such Governmental Authority.  This subsection shall not be construed to require the Administrative Agent, any Lender or the L/C Issuer to make available its tax returns (or any other information relating to its taxes that it deems confidential) to the Borrowers or any other Person.

3.02     Illegality.  If any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Lender or its applicable Lending Office to make, maintain or fund LIBO Rate Loans, or to determine or charge interest rates based upon the LIBO Rate, or any Governmental Authority has imposed material restrictions on the authority of such Lender to purchase or sell, or to take deposits of, Dollars in the London interbank market, then, on notice thereof by such Lender to the Lead Borrower through the Administrative Agent, any obligation of such Lender to make or continue LIBO Rate

91

Loans or to convert Prime Rate Loans to LIBO Rate Loans shall be suspended until such Lender notifies the Administrative Agent and the Lead Borrower that the circumstances giving rise to such determination no longer exist.  Upon receipt of such notice, the Borrowers shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable, convert all LIBO Rate Loans of such Lender to Prime Rate Loans, either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such LIBO Rate Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such LIBO Rate Loans.  Upon any such prepayment or conversion, the Borrowers shall also pay accrued interest on the amount so prepaid or converted.

3.03     Inability to Determine Rates.  If the Required Lenders determine that, for any reason in connection with any request for a LIBO Rate Loan or a conversion to or continuation thereof, (a) Dollar deposits are not being offered to banks in the London interbank market for the applicable amount and Interest Period of such LIBO Rate Loan, (b) adequate and reasonable means do not exist for determining the LIBO Rate for any requested Interest Period with respect to a proposed LIBO Rate Loan, or (c) the LIBO Rate for any requested Interest Period with respect to a proposed LIBO Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Loan, the Administrative Agent will promptly so notify the Lead Borrower and each Lender.  Thereafter, the obligation of the Lenders to make or maintain LIBO Rate Loans shall be suspended until the Administrative Agent (upon the instruction of the Required Lenders) revokes such notice.  Upon receipt of such notice, the Lead Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of LIBO Rate Loans or, failing that, will be deemed to have converted such request into a request for a Committed Borrowing of Prime Rate Loans in the amount specified therein.

3.04     Increased Costs; Reserves on LIBO Rate Loans.

(a)     Increased Costs Generally.  If any Change in Law shall:

(i)            impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender (except any reserve requirement reflected in the LIBO Rate) or the L/C Issuer; or

(ii)           impose on any Lender or the L/C Issuer or the London interbank market any other condition, cost or expense affecting this Agreement or LIBO Rate Loans made by such Lender or any Letter of Credit or participation therein;

and the result of any of the foregoing shall be to increase the cost to such Lender of making or maintaining any LIBO Rate Loan (or of maintaining its obligation to make any such Loan), or to increase the cost to such Lender or the L/C Issuer of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such Lender or the L/C Issuer hereunder (whether of principal, interest or any other amount) then, upon request of such Lender or the L/C Issuer), the Borrowers will pay to such Lender or the L/C Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or the L/C Issuer, as the case

92

may be, for such additional costs incurred or reduction suffered.  For the avoidance of doubt, the Borrowers shall not be obligated to pay any additional amounts under this Section 3.04(a) with respect to Taxes or any costs attributable to Taxes; the obligation of the Borrowers to pay any amounts with respect to Taxes shall be governed by Section 3.01.

(b)     Capital Requirements.  If any Lender or the L/C Issuer determines that any Change in Law affecting such Lender or the L/C Issuer or any Lending Office of such Lender or such Lender’s or the L/C Issuer’s holding company, if any, regarding capital requirements has had, or would have, the effect of reducing the rate of return on such Lender’s or the L/C Issuer’s capital or on the capital of such Lender’s or the L/C Issuer’s holding company, if any, as a consequence of this Agreement, the Commitments of such Lender or the Loans made by, or participations in Letters of Credit held by, such Lender, or the Letters of Credit issued by the L/C Issuer, to a level below that which such Lender or the L/C Issuer or such Lender’s or the L/C Issuer’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or the L/C Issuer’s policies and the policies of such Lender’s or the L/C Issuer’s holding company with respect to capital adequacy), then from time to time the Borrowers will pay to such Lender or the L/C Issuer or such Lender’s or the L/C Issuer’s holding company, as the case may be, such additional amount or amounts as will compensate such Lender or the L/C Issuer or such Lender’s or the L/C Issuer’s holding company, as the case may be, for any such reduction suffered.

(c)     Certificates for Reimbursement.  A certificate of a Lender or the L/C Issuer setting forth the amount or amounts necessary to compensate such Lender or the L/C Issuer or its holding company, as the case may be, as specified in subsection (a) or (b) of this Section 3.04 and delivered to the Lead Borrower shall be conclusive absent manifest error.  The Borrowers shall pay such Lender or the L/C Issuer, as the case may be, the amount shown as due on any such certificate within 10 days after receipt thereof.

(d)     Delay in Requests.  Failure or delay on the part of any Lender or the L/C Issuer to demand compensation pursuant to the foregoing provisions of this Section 3.04 shall not constitute a waiver of such Lender’s or the L/C Issuer’s right to demand such compensation, provided that the Borrowers shall not be required to compensate a Lender or the L/C Issuer pursuant to the foregoing provisions of this Section 3.04 for any increased costs incurred or reductions suffered more than six (6) months prior to the date that such Lender or the L/C Issuer, as the case may be, notifies the Lead Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’s or the L/C Issuer’s intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the nine-month period referred to above shall be extended to include the period of retroactive effect thereof).

(e)     Reserves on LIBO Rate Loans.  The Borrowers shall pay to each Lender, as long as such Lender shall be required to maintain reserves with respect to liabilities or assets consisting of or including Eurocurrency funds or deposits (currently known

93

as “Eurocurrency liabilities”), additional interest on the unpaid principal amount of each LIBO Rate Loan equal to the actual costs of such reserves allocated to such Loan by such Lender (as determined by such Lender in good faith, which determination shall be conclusive), which shall be due and payable on each date on which interest is payable on such Loan, provided that the Lead Borrower shall have received at least 10 days’ prior notice (with a copy to the Administrative Agent) of such additional interest from such Lender.  If a Lender fails to give notice 10 days prior to the relevant Interest Payment Date, such additional interest shall be due and payable 10 days from receipt of such notice.

3.05     Compensation for Losses.  Upon demand of any Lender (with a copy to the Administrative Agent) from time to time, the Borrowers shall promptly compensate such Lender for and hold such Lender harmless from any loss, cost or expense actually incurred by it as a result of:

(a)     any continuation, conversion, payment or prepayment of any LIBO Rate Loan on a day other than the last day of the Interest Period for such LIBO Rate Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise);

(b)     any failure by the Borrowers (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue or convert any LIBO Rate Loan on the date or in the amount notified by the Lead Borrower; or

(c)     any assignment of a LIBO Rate Loan on a day other than the last day of the Interest Period therefor as a result of a request by the Lead Borrower pursuant to Section 10.13;

including any loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain such Loan or from fees payable to terminate the deposits from which such funds were obtained.  The Borrowers shall also pay any customary administrative fees charged by such Lender in connection with the foregoing.

For purposes of calculating amounts payable by the Borrowers to the Lenders under this Section 3.05, each Lender shall be deemed to have funded each LIBO Rate Loan made by it at the LIBO Rate for such Loan by a matching deposit or other borrowing in the London interbank market for a comparable amount and for a comparable period, whether or not such LIBO Rate Loan was in fact so funded.

3.06     Mitigation Obligations; Replacement of Lenders.

(a)     Designation of a Different Lending Office.  If any Lender requests compensation under Section 3.04, or the Borrowers are required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01, or if any Lender gives a notice pursuant to Section 3.02, then such Lender shall use reasonable efforts to designate a different Lending Office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable

94

pursuant to Section 3.01 or Section 3.04, as the case may be, in the future, or eliminate the need for the notice pursuant to Section 3.02, as applicable, and (ii) in each case, would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender.  The Borrowers hereby agree to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.

(b)     Replacement of Lenders.  If any Lender requests compensation under Section 3.04, or if the Borrowers are required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01, the Borrowers may replace such Lender in accordance with Section 10.13.

3.07     Survival.  All of the Borrowers’ obligations under this Article III shall survive termination of the Aggregate Commitments and repayment of all other Obligations hereunder.

3.08     Designation of Lead Borrower as Borrowers’ Agent.

(a)     Each Borrower hereby irrevocably designates and appoints the Lead  Borrower as such Borrower’s agent to obtain Credit Extensions, the proceeds of which shall be available to each Borrower for such uses as are permitted under this Agreement.  As the disclosed principal for its agent, each Borrower shall be obligated to each Credit Party on account of Credit Extensions so made as if made directly by the applicable Credit Party to such Borrower, notwithstanding the manner by which such Credit Extensions are recorded on the books and records of the Lead Borrower and of any other Borrower.  In addition, each Loan Party other than the Borrowers hereby irrevocably designates and appoints the Lead  Borrower as such Loan Party’s agent to represent such Loan Party in all respects under this Agreement and the other Loan Documents.

(b)     Each Borrower recognizes that credit available to it hereunder is in excess of and on better terms than it otherwise could obtain on and for its own account and that one of the reasons therefor is its joining in the credit facility contemplated herein with all other Borrowers.  Consequently, each Borrower hereby assumes and agrees to discharge all Obligations of each of the other Borrowers.

(c)     The Lead Borrower shall act as a conduit for each Borrower (including itself, as a “Borrower”) on whose behalf the Lead Borrower has requested a Credit Extension.  Neither the Administrative Agent nor any other Credit Party shall have any obligation to see to the application of such proceeds therefrom.

ARTICLE IV
CONDITIONS PRECEDENT TO CREDIT EXTENSIONS

4.01     Conditions of Initial Credit Extension.  The obligation of the L/C Issuer and each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent:

95

(a)     The Administrative Agent’s receipt of the following, each of which shall be originals, PDFs or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent:

(i)            executed counterparts of this Agreement sufficient in number for distribution to the Administrative Agent, each Lender and the Lead Borrower;

(ii)           a Note executed by the Borrowers in favor of each Lender requesting a Note;

(iii)          such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may reasonably require evidencing (A) the authority of each Loan Party to enter into this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party and (B) the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party;

(iv)          copies of each Loan Party’s Organization Documents and such other documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that each Loan Party is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to so qualify in any such jurisdiction could not reasonably be expected to have a Material Adverse Effect;

(v)           a favorable opinion of counsel to the Loan Parties, addressed to the Administrative Agent and each Lender, in each case as to such matters concerning the Loan Parties and the Loan Documents as the Administrative Agent may reasonably request;

(vi)          a certificate signed by a Responsible Officer of the Lead Borrower, certifying that (A) the conditions specified in Sections 4.02(a) and 4.02(b) have been satisfied, (B) no consents, licenses or approvals are required in connection with the execution, delivery and performance by such Loan Party, and the validity against such Loan Party, of the Loan Documents to which it is a party, except for (1) such consents, licenses and approvals obtained by the Loan Parties prior to the Closing Date, each of which are in full force and effect as of the Closing Date, or (2) those the failure of which to obtain, individually or in the aggregate, could not have, and could not reasonably be expected to have, a Material Adverse Effect, and (D) as of the Closing Date after giving effect to the transactions contemplated hereby, the Loan Parties on a Consolidated basis are Solvent;

96

(vii)         a Borrowing Base Certificate dated the Closing Date, relating to the month ended on September 5, 2009, and executed by a Responsible Officer of the Lead Borrower;

(viii)        evidence that all insurance required to be maintained pursuant to the Loan Documents and all endorsements in favor of the Agents required under the Loan Documents have been obtained and are in effect;

(ix)           a payoff letter from the lenders or the agent for the lenders under each of the Existing Credit Agreements evidencing that, upon the making of the initial Credit Extensions on the Closing Date and the application of such funds in accordance with such payoff letter, all obligations under each of the Existing Credit Agreements will have been paid in full and all commitments thereunder will have terminated, and confirming that all Liens securing obligations under each of the Existing Credit Agreements will be released upon payment in full of the obligations under each of the Existing Credit Agreements, which payment in full shall occur contemporaneously with the initial funding hereunder;

(x)            the Security Documents (other than the Lancaster Mortgage) and copies of certificates evidencing any stock being pledged thereunder, together with copies of undated stock powers executed in blank, each duly executed by the applicable Loan Parties;

(xi)           the Intercreditor Agreement, duly executed by each of the parties thereto;

(xii)          all other Loan Documents, each duly executed by the applicable Loan Parties;

(xiii)         certified copies of the Senior Notes Documents, duly executed by the parties thereto, together with such other agreements, instruments and documents delivered in connection therewith as the Administrative Agent shall reasonably request;

(xiv)        (A) appraisals (based on net liquidation value) by a third party appraiser acceptable to the Collateral Agent of all Inventory and Prescription Lists of the Borrowers, (B) a written report regarding the results of a commercial finance examination of the Loan Parties, and (C) other due diligence materials (including, without limitation, with respect to the Loan Parties’ and their Affiliates’ organizational structure) reasonably requested by the Administrative Agent;

(xv)         results of searches or other evidence reasonably satisfactory to the Collateral Agent (in each case dated as of a date reasonably satisfactory to the Collateral Agent) indicating the absence of Liens on the assets of the Loan Parties, except for Permitted Encumbrances and Liens for which termination statements and releases, satisfactions and discharges of any mortgages, and releases or subordination agreements satisfactory to the Collateral Agent are being

97

tendered concurrently with such extension of credit or other arrangements satisfactory to the Collateral Agent for the delivery of such termination statements and releases, satisfactions and discharges have been made; and

(xvi)        (A) all documents and instruments, including Uniform Commercial Code financing statements, required by Law or reasonably requested by the Collateral Agent to be filed, registered or recorded to create or perfect the Liens intended to be created under the Loan Documents and all such documents and instruments shall have been so filed, registered or recorded to the satisfaction of the Collateral Agent (other than the Lancaster Mortgage, which shall be filed, registered or recorded not later than sixty (60) days after the Closing Date) and (B) the Credit Card Notifications and Blocked Account Agreements required pursuant to Section 6.13 hereof.

(b)     After giving effect to (i) the first funding under the Loans, (ii) any charges to the Loan Account made in connection with the establishment of the credit facility contemplated hereby and (iii) all Letters of Credit to be issued at, or immediately subsequent to, such establishment, Availability shall be not less than $25,000,000.

(c)     There shall not have occurred since June 30, 2009 any event or condition that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect.

(d)     The Administrative Agent shall have received the Audited Financial Statements.

(e)     There shall not have occurred any default of any Material Contract of any Loan Party which could reasonably be expected to have a Material Adverse Effect.

(f)      The consummation of the transactions contemplated hereby shall not violate any applicable Law or any Organization Document.

(g)     The Borrowers shall have received gross proceeds from the issuance and sale by the Borrowers of the Senior Notes in an amount not less than $240,000,000.

(h)     There shall be no Indebtedness of the Loan Parties outstanding immediately after the Closing Date other than the Obligations and the Indebtedness arising under the Senior Notes Documents, except as permitted pursuant to Section 7.02.

(i)      All fees required to be paid to any of the Agents or the Arrangers on or before the Closing Date shall have been paid in full, and all fees required to be paid to the Lenders on or before the Closing Date shall have been paid in full.

(j)      The Borrowers shall have paid all fees, charges and disbursements of counsel to the Administrative Agent and BAS to the extent invoiced at least three (3) Business Days prior to the Closing Date, plus such additional amounts of such fees,

98

charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrowers and the Administrative Agent).

(k)     The Administrative Agent shall have received all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Patriot Act”).

(l)      No material changes in governmental regulations or policies materially adversely affecting any Lender’s ability to make loans or enter into credit facilities of the type contemplated herein shall have occurred prior to the Closing Date.

Without limiting the generality of the provisions of Section 9.04, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have Consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be Consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

4.02     Conditions to all Credit Extensions.  The obligation of each Lender to honor any Request for Credit Extension (other than a Conversion/Continuation Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of LIBO Rate Loans) and of each L/C Issuer to issue each Letter of Credit is subject to the following conditions precedent:

(a)     The representations and warranties of the Borrowers and each other Loan Party contained in Article V or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects (or, in the case of any representation and warranty qualified by materiality, in all respects) on and as of the date of such Credit Extension, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (or, in the case of any representation and warranty qualified by materiality, in all respects) as of such earlier date, and except that for purposes of this Section 4.02, the representations and warranties contained in Sections 5.05(a) and 5.05(b) shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01.

(b)     No Default or Event of Default shall have occurred and be continuing, or would result from such proposed Credit Extension or from the application of the proceeds thereof.

(c)     The Administrative Agent and, if applicable, the L/C Issuer or the Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements hereof.

99

Each Request for Credit Extension (other than a Conversion/Continuation Notice requesting only a conversion of Committed Loans to the other Type or a continuation of LIBO Rate Loans) submitted by the Lead Borrower shall be deemed to be a representation and warranty by the Borrowers that the conditions specified in Sections 4.02(a) and 4.02(b) have been satisfied on and as of the date of the applicable Credit Extension.  The conditions set forth in this Section 4.02 are for the sole benefit of the Credit Parties, but until the Required Lenders otherwise direct the Administrative Agent to cease making Committed Loans, the Lenders will fund their Applicable Percentage of all Loans and L/C Advances and participate in all Swing Line Loans and Letters of Credit whenever made or issued, which are requested by the Lead Borrower and which, notwithstanding the failure of the Loan Parties to comply with the provisions of this Article IV, agreed to by the Administrative Agent; provided, however, the making of any such Loans or the issuance of any Letters of Credit shall not be deemed a modification or waiver by any Credit Party of the provisions of this Article IV on any future occasion or a waiver of any rights of the Credit Parties as a result of any such failure to comply.

ARTICLE V
REPRESENTATIONS AND WARRANTIES

To induce the Credit Parties to enter into this Agreement and to make Loans and to issue Letters of Credit hereunder, each Loan Party represents and warrants to the Administrative Agent and the other Credit Parties that:

5.01     Existence, Qualification and Power.  Each Loan Party and each Subsidiary thereof (a) is a corporation, limited liability company, partnership or limited partnership, duly organized or formed, validly existing and, where applicable, in good standing under the Laws of the jurisdiction of its incorporation or organization, (b) has all requisite power and authority and all requisite governmental licenses, permits, authorizations, consents and approvals to (i) own or lease its assets and carry on its business and (ii) execute, deliver and perform its obligations under the Loan Documents to which it is a party, and (c) is duly qualified and is licensed and, where applicable, in good standing under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification or license; except in each case referred to in clause (b)(i) or (c), to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect.  Schedule 5.01 annexed hereto sets forth, as of the Closing Date, each Loan Party’s name as it appears in official filings in its state of incorporation or organization, its state of incorporation or organization, organization type, organization number, if any, issued by its state of incorporation or organization, and its federal employer identification number.

5.02     Authorization; No Contravention.  The execution, delivery and performance by each Loan Party of each Loan Document to which such Person is or is to be a party, has been duly authorized by all necessary corporate or other organizational action, and does not and will not: (a) contravene the terms of any of such Person’s Organization Documents; (b) conflict with or result in any breach, termination, or contravention of, or constitute a default under, or require any payment to be made under (i) any Material Contract or any Material Indebtedness to which such Person is a party or affecting such Person or the properties of such Person or any of its Subsidiaries or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject; (c) result in or require the creation

100

of any Lien upon any asset of any Loan Party (other than Liens in favor of the Collateral Agent under the Security Documents); or (d) violate any Law.

5.03     Governmental Authorization; Other Consents.  No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with the execution, delivery or performance by, or enforcement against, any Loan Party of this Agreement or any other Loan Document, except for (a) the perfection or maintenance of the Liens created under the Security Documents (including the priority thereof as provided in the Intercreditor Agreement) or (b) such as have been obtained or made and are in full force and effect.

5.04     Binding Effect.  This Agreement has been, and each other Loan Document, when delivered, will have been, duly executed and delivered by each Loan Party that is party thereto.  This Agreement constitutes, and each other Loan Document when so delivered will constitute, a legal, valid and binding obligation of such Loan Party, enforceable against each Loan Party that is party thereto in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

5.05     Financial Statements; No Material Adverse Effect.

(a)     The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (ii) fairly present in all material respects the financial condition of the Parent and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein.

(b)     The unaudited Consolidated balance sheet of the Parent and its Subsidiaries dated July 11, 2009, and the related Consolidated and consolidating statements of income or operations, Shareholders’ Equity and cash flows for the twenty eight weeks ended on that date (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present in all material respects the financial condition of the Parent and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments.

(c)     Since the date of the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect.

(d)     The Consolidated forecasted balance sheet and statements of income and cash flows of the Parent and its Subsidiaries delivered pursuant to Sections 4.01 or 6.01 were prepared in good faith on the basis of the assumptions stated therein, which assumptions were believed to be reasonable at the time of delivery.

101

5.06     Litigation.  There are no actions, suits, proceedings, claims or disputes pending or, to the knowledge of the Loan Parties after due and diligent investigation, threatened or contemplated, at law, in equity, in arbitration or before any Governmental Authority, by or against any Loan Party or any of its Subsidiaries or against any of its properties or revenues that (a) purport to affect or pertain to this Agreement or any other Loan Document, or any of the transactions contemplated hereby, or (b) except as specifically disclosed in Schedule 5.06, either individually or in the aggregate, if determined adversely, could reasonably be expected to have a Material Adverse Effect.

5.07     No Default.  No Loan Party or any Subsidiary is in default under or with respect to, or party to, any Material Indebtedness, the effect of which default is to cause, or to permit the holder or holders of such Material Indebtedness (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) to cause, with the giving of notice if required, such Material Indebtedness to be demanded or to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Material Indebtedness to be made, prior to its stated maturity.  No Default or Event of Default has occurred and is continuing or would result from the consummation of the transactions contemplated by this Agreement or any other Loan Document.

5.08     Ownership of Property; Liens.

(a)     Each of the Loan Parties and each Subsidiary thereof has good and marketable fee simple title to, or valid leasehold interests in, all real property necessary or used in the ordinary conduct of its business, except for such defects in title as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.  The real property subject to the Lancaster Mortgage is free and clear of all Liens, other than Permitted Encumbrances.  Each of the Loan Parties and each Subsidiary has good and marketable title to, valid leasehold interests in, or valid licenses to use all personal property and assets material to the ordinary conduct of its business, free and clear of all Liens, other than Permitted Encumbrances.

(b)     Schedule 5.08(b)(1) sets forth the address (including street address, county and state) of all Real Estate that is owned in fee by the Loan Parties as of the Closing Date.  Schedule 5.08(b)(2) sets forth the name of the lessor and the address (including street address, county and state) of all Leases pursuant to which a Loan Party is the lessee as of the Closing Date.  To the knowledge of the Loan Parties, each of such Leases is in full force and effect and the Loan Parties are not in default of the terms thereof, except to the extent that any such failure to be in full force and effect or any such default could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

(c)     The property of each Loan Party and each of its Subsidiaries is subject to no Liens, other than Permitted Encumbrances.

(d)     As of the Closing Date, no Loan Party or any Subsidiary of a Loan Party holds any Investments other than Permitted Investments.

102

5.09     Environmental Compliance.  Except as specifically disclosed in Schedule 5.09, or except, in each case, as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect:

(a)     No Loan Party or any Subsidiary thereof (i) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) has become subject to any Environmental Liability, (iii) has received written notice of any claim with respect to any Environmental Liability or (iv) knows of any basis for any Environmental Liability.

(b)     (i) None of the properties currently or, to the knowledge of the Loan Parties, formerly owned or operated by any Loan Party or any Subsidiary thereof is listed on the NPL or on the CERCLIS or any analogous foreign, state or local list, (ii) there are no and, to the knowledge of the Loan Parties, never have been any underground or above-ground storage tanks or any surface impoundments, septic tanks, pits, sumps or lagoons in which Hazardous Materials are being or have been treated, stored or disposed on any property currently owned or operated by any Loan Party or any Subsidiary thereof or, to the knowledge of the Loan Parties, on any property formerly owned or operated by any Loan Party or Subsidiary thereof, and (iii) Hazardous Materials have not been released, discharged or disposed of on any property currently or, to the knowledge of the Loan Parties, formerly owned or operated by any Loan Party or any Subsidiary thereof.

(c)     (i) No Loan Party or any Subsidiary thereof is undertaking, and no Loan Party or any Subsidiary thereof has completed, either individually or together with other potentially responsible parties, any investigation or assessment or remedial or response action relating to any actual or threatened release, discharge or disposal of Hazardous Materials at any site, location or operation, either voluntarily or pursuant to the order of any Governmental Authority or the requirements of any Environmental Law, and (ii) all Hazardous Materials generated, used, treated, handled or stored at, or transported to or from, any property currently or formerly owned or operated by any Loan Party or any Subsidiary thereof, have been disposed of, at all times during which such property was owned or operated by any Loan Party or any Subsidiary thereof, in a manner not reasonably expected to result in material liability to any Loan Party or any Subsidiary thereof.

5.10     Insurance.  The properties of the Loan Parties and their Subsidiaries are insured with financially sound and reputable insurance companies which are not Affiliates of the Loan Parties, in such amounts, with such deductibles and covering such risks (including, without limitation, workmen’s compensation, public liability, business interruption and property damage insurance) as are customarily carried by companies engaged in similar businesses and owning similar properties in localities where the Loan Parties or the applicable Subsidiary operates.  Schedule 5.10 sets forth a description of all insurance maintained by or on behalf of the Loan Parties as of the Closing Date.  Each insurance policy listed on Schedule 5.10 is in full force and effect as of the Closing Date and all premiums in respect thereof that are due and payable have been paid.

103

5.11     Taxes.  The Loan Parties and their Subsidiaries have filed all Federal, state and other material Tax returns and reports required to be filed, and have paid all Federal, state and other material Taxes, assessments, fees and other governmental charges levied or imposed upon them or their properties, income or assets otherwise due and payable, except (a) those which (i) are being contested in good faith by appropriate proceedings being diligently conducted, (ii) for which adequate reserves have been provided in accordance with GAAP, (iii) as to which Taxes no Lien has been filed and (iv) such contest effectively suspends the collection of the contested obligation and the enforcement of any Lien securing such obligation or (b) those which could not reasonably be expected to result in a Material Adverse Effect.  There is no proposed Tax assessment against any Loan Party or any Subsidiary that would, if made, have a Material Adverse Effect.  No Loan Party or any Subsidiary thereof is a party to any tax sharing agreement, with the exception of any tax sharing agreement solely among the Loan Parties.

5.12     ERISA Compliance.

(a)     Each Plan is in compliance in all material respects with the applicable provisions of ERISA, the Code and other Federal or state Laws.  Each Plan maintained by a Loan Party that is intended to qualify under Section 401(a) of the Code either (i) has been determined by the IRS to be qualified under Section 401(a) of the Code or (ii) has an applicable remedial amendment period that will not have ended before the Closing Date, and, to the knowledge of the Lead Borrower, nothing has occurred which, if known by the IRS, could reasonably be expected to prevent, or cause the loss of, such qualification.  The Loan Parties and each ERISA Affiliate have made all required contributions to each Plan subject to Section 412 of the Code, unless the failure to make such contributions could not reasonably be expected to result in a Material Adverse Effect.  No Lien on the assets of a Loan Party or an ERISA Affiliate imposed under the Code or ERISA exists or could reasonably be expected to arise on the assets of Loan Party or an ERISA Affiliate with respect to any Plan.

(b)     There are no pending or, to the best knowledge of the Lead Borrower, threatened claims, actions or lawsuits, or action by any Governmental Authority, with respect to any Plan that could reasonably be expected to have a Material Adverse Effect.  There has been no prohibited transaction or violation of the fiduciary responsibility rules with respect to any Plan that has resulted or could reasonably be expected to result in a Material Adverse Effect.

(c)     To the best knowledge of the Lead Borrower, none of the following have occurred, unless the occurrence of the same could not reasonably be expected to have a Material Adverse Effect: (i) no ERISA Event has occurred or could reasonably be expected to occur; (ii) no Pension Plan has any Unfunded Pension Liability; (iii) neither any Loan Party nor any ERISA Affiliate has incurred, or reasonably expects to incur, any liability under Title IV of ERISA with respect to any Pension Plan (other than premiums due and not delinquent under Section 4007 of ERISA); (iv) neither any Loan Party nor any ERISA Affiliate has incurred, or reasonably expects to incur, any liability (and no event has occurred which, with the giving of notice under Section 4219 of ERISA, could reasonably be expected to result in such liability) under Sections 4201 or 4243 of ERISA with respect to a Multiemployer Plan; and (v) neither

104

any Loan Party nor any ERISA Affiliate has engaged in a transaction that could reasonably be expected to be subject to Sections 4069 or 4212(c) of ERISA.

5.13     Subsidiaries; Equity Interests.  As of the Closing Date, the Loan Parties have no Subsidiaries other than those specifically disclosed in Part (a) of Schedule 5.13, which Schedule sets forth the legal name, jurisdiction of incorporation or formation and authorized Equity Interests of each such Subsidiary as of the Closing Date.  All of the outstanding Equity Interests in such Subsidiaries have been validly issued, are fully paid and non-assessable and are owned by a Loan Party (or a Subsidiary of a Loan Party) as of the Closing Date in the amounts specified on Part (a) of Schedule 5.13 free and clear of all Liens except Permitted Encumbrances.  Except as set forth in Schedule 5.13, as of the Closing Date, there are no outstanding rights to purchase any Equity Interests in any Subsidiary.  As of the Closing Date, the Loan Parties have no equity investments in any other corporation or entity other than those specifically disclosed in Part (b) of Schedule 5.13.  All of the outstanding Equity Interests in the Loan Parties have been validly issued, and are fully paid and non-assessable and are owned as of the Closing Date in the amounts specified on Part (c) of Schedule 5.13 free and clear of all Liens except for Permitted Encumbrances.  The copies of the Organization Documents of each Loan Party and each amendment thereto provided as of the Closing Date pursuant to Section 4.01 are true and correct copies of each such document, each of which is valid and in full force and effect as of the Closing Date.

5.14     Margin Regulations; Investment Company Act.

(a)     No Loan Party is engaged or will be engaged, principally or as one of its important activities, in the business of purchasing or carrying margin stock (within the meaning of Regulation U issued by the FRB), or extending credit for the purpose of purchasing or carrying margin stock.  None of the proceeds of the Credit Extensions shall be used directly or indirectly for the purpose of purchasing or carrying any margin stock, for the purpose of reducing or retiring any Indebtedness that was originally incurred to purchase or carry any margin stock or for any other purpose that might cause any of the Credit Extensions to be considered a “purpose credit” within the meaning of Regulations T, U, or X issued by the FRB.

(b)     None of the Loan Parties, any Person Controlling any Loan Party, or any Subsidiary is or is required to be registered as an “investment company” under the Investment Company Act of 1940.

5.15     Disclosure.  As of the Closing Date, each Loan Party has disclosed to the Administrative Agent and the Lenders all agreements, instruments and corporate or other restrictions to which it or any of its Subsidiaries is subject, and all other matters known to it, that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect.  No report, financial statement, certificate or other information furnished (whether in writing or orally) by or on behalf of any Loan Party to the Administrative Agent or any Lender in connection with the transactions contemplated hereby and the negotiation of this Agreement or delivered hereunder or under any other Loan Document (in each case, as modified or supplemented by other information so furnished) contains any material misstatement of fact or omits to state any material fact necessary to make the statements therein, in the light of the

105

circumstances under which they were made, not misleading; provided that, with respect to projected financial information, the Loan Parties represent only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time.

5.16     Compliance with Laws.  Each of the Loan Parties and each Subsidiary is in compliance in all material respects with the requirements of all Laws and all orders, writs, injunctions and decrees applicable to it or to its properties, except in such instances in which (a) such requirement of Law or order, writ, injunction or decree is being contested in good faith by appropriate proceedings diligently conducted or (b) the failure to comply therewith, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

5.17     Intellectual Property; Licenses, Etc.  The Loan Parties and their Subsidiaries own, or possess the right to use, all of the Intellectual Property and all of the licenses, permits and other authorizations that are reasonably necessary for the operation of their respective businesses.  To the best knowledge of the Lead Borrower, no slogan or other advertising device, product, process, method, substance, part or other material now employed, or now contemplated to be employed, by any Loan Party or any Subsidiary infringes upon any Intellectual Property rights held by any other Person, except for such infringement which, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.  Except as specifically disclosed in Schedule 5.17, no claim or litigation regarding any of the foregoing is pending or, to the best knowledge of the Lead Borrower, threatened, which, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

5.18     Labor Matters.  As of the Closing Date, except as, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect: (a) there are no strikes, lockouts, slowdowns or other labor disputes against any Loan Party or its Subsidiaries pending or, to the knowledge of any the Lead Borrower, threatened; (b) the hours worked by, and payments made to, employees of the Loan Parties and their Subsidiaries are not in violation of the Fair Labor Standards Act or any other applicable federal, state, local or foreign Law dealing with such matters; (c) no Loan Party or any of its Subsidiaries has incurred any liability or obligation under the Worker Adjustment and Retraining Act or similar state Law; and (d) all payments due from any Loan Party or its Subsidiaries, or for which any claim may be made against any Loan Party or any of its Subsidiaries, on account of wages and employee health and welfare insurance and other benefits, have been paid or accrued as a liability on the books of such Loan Party or such Subsidiary to the extent required by GAAP.  Except as set forth on Schedule 5.18 no Loan Party or any Subsidiary is a party to or bound by any collective bargaining agreement.  Except as, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect,: (A) there are no representation proceedings pending or, to any Loan Party’s knowledge, threatened to be filed with the National Labor Relations Board, and no labor organization or group of employees of any Loan Party or any Subsidiary has made a pending demand for recognition; (B) there are no complaints, unfair labor practice charges, grievances, arbitrations, unfair employment practices charges or any other claims or complaints against any Loan Party or any Subsidiary pending or, to the knowledge of any Loan Party, threatened to be filed with any Governmental Authority or arbitrator based on, arising out of, in connection with, or otherwise relating to the employment or termination of employment of any employee of any Loan Party or any of its Subsidiaries; and (C) the consummation of the

106

transactions contemplated by the Loan Documents will not give rise to a right of termination or right of renegotiation on the part of any union under any collective bargaining agreement to which any Loan Party or any of its Subsidiaries is bound.

5.19     Security Documents.

(a)     The Security Agreement creates in favor of the Collateral Agent, for the benefit of the Credit Parties, a legal, valid, continuing and enforceable security interest in the Collateral (as defined in the Security Agreement), the enforceability of which is subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.  The financing statements, releases and other filings are in appropriate form and have been or will be filed in the offices specified in the Perfection Certificate.  Upon the filing of such financing statements, releases and other filings and/or the obtaining of “control,” the Collateral Agent will have a perfected Lien on, and security interest in, to and under all right, title and interest of the Loan Parties thereunder in all Collateral that may be perfected by filing, recording or registering a financing statement or analogous document (including, without limitation, the proceeds of such Collateral subject to the limitations relating to such proceeds in the UCC) or by obtaining control under the UCC (in effect on the date this representation is made) in each case prior and superior in right to any other Person, except for (a) with respect to the Notes Priority Collateral only, Liens securing the obligations of the Loan Parties arising under the Senior Notes Documents, and (b) other Permitted Encumbrances having priority under applicable Law.

(b)     When the Trademark Security Agreement is filed in the United States Patent and Trademark Office within the three-month period (commencing as of the Closing Date) pursuant to 15 U.S.C. §1060, and when financing statements in appropriate form are filed in the offices specified in the Perfection Certificate, the Collateral Agent shall have a fully perfected Lien on, and security interest in, all right, title and interest of the applicable Loan Parties in the Intellectual Property Collateral (as defined in the Security Agreement) in which a security interest may be perfected by filing, recording or registering a security agreement, financing statement or analogous document in the United States Patent and Trademark Office, in each case prior and superior in right to any other Person (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on patents, patent applications, registered trademarks, trademark applications and copyrights acquired by the Loan Parties after the date hereof), except for (a) with respect to the Notes Priority Collateral only, Liens securing the obligations of the Loan Parties arising under the Senior Notes Documents, and (b) other Permitted Encumbrances having priority under applicable Law.

(c)     The Lancaster Mortgage, together with any required financing statements (if applicable), when filed with the appropriate Governmental Authorities, shall create in favor of the Collateral Agent, for the benefit of the Credit Parties, a legal, valid,

107

continuing and enforceable Lien in the Mortgaged Property (as defined in the Lancaster Mortgage), the enforceability of which is subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.  Upon the filing of the Lancaster Mortgage and any required financing statements (if applicable) with the appropriate Governmental Authorities, the Collateral Agent will have a perfected Lien on, and security interest in, to and under all right, title and interest of the grantors thereunder in all Mortgaged Property (as defined in the Lancaster Mortgage) that may be perfected by such filing (including, without limitation, the proceeds of such Mortgaged Property), in each case prior and superior in right to any other Person, except for (a) with respect to the Notes Priority Collateral only, Liens securing the obligations of the Loan Parties arising under the Senior Notes Documents, and (b) other Permitted Encumbrances having priority under applicable Law.

5.20     Solvency.  After giving effect to the transactions contemplated by this Agreement, and before and after giving effect to each Credit Extension, the Loan Parties, on a Consolidated basis, are, and will be, Solvent. No transfer of property has been or will be made by any Loan Party and no obligation has been or will be incurred by any Loan Party in connection with the transactions contemplated by this Agreement or the other Loan Documents with the intent to hinder, delay, or defraud either present or future creditors of any Loan Party.

5.21     Deposit Accounts; Credit Card Arrangements.

(a)     Annexed hereto as Schedule 5.21(a) is a list of all DDAs maintained by the Loan Parties as of the Closing Date, which Schedule includes, with respect to each DDA: (i) the name and address of the depository; (ii) the account number(s) maintained with such depository; (iii) a contact person at such depository, and (iv) the identification of each Blocked Account Bank.

(b)     Annexed hereto as Schedule 5.21(b) is a list describing all arrangements as of the Closing Date to which any Loan Party is a party with respect to the processing and/or payment to such Loan Party of the proceeds of any credit card charges for sales made by such Loan Party.

5.22     Brokers.  No broker or finder brought about the obtaining, making or closing of the Loans or transactions contemplated by the Loan Documents, and no Loan  Party or Affiliate thereof has any obligation to any Person in respect of any finder’s or brokerage fees in connection therewith.

5.23     Material Contracts.  The Loan Parties have delivered or otherwise made available to the Administrative Agent true, correct and complete copies of all Material Contracts to which any Loan Party is a party or is bound as of the Closing Date.  The Loan Parties are not in breach or in default of or under any Material Contract, the effect of which breach or default is to cause, or to permit, any other party thereto to terminate such Material Contract, and the Loan Parties have not received any notice of the intention of any other party thereto to terminate any Material Contract, except, in each case referred to in this sentence, for any such Material Contract that has

108

been replaced prior to, or concurrently with, the termination thereof in accordance with the terms of Section 7.12(a).

5.24     Casualty.  Neither the businesses nor the properties of any Loan Party or any of its Subsidiaries are affected by any fire, explosion, accident, drought, storm, hail, earthquake, embargo, act of God or of the public enemy or other casualty (whether or not covered by insurance) that, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

5.25     Pharmaceutical Laws.

(a)     The Loan Parties have obtained all permits, licenses and other authorizations which are required with respect to the ownership and operations of their businesses under any Pharmaceutical Law, except where the failure to obtain such permits, licenses or other authorizations could not reasonably be expected to have a Material Adverse Effect.

(b)     The Loan Parties are in compliance with all terms and conditions of all such permits, licenses, orders and authorizations, and are also in compliance with all Pharmaceutical Laws, including all other limitations, restrictions, conditions, standards, prohibitions, requirements, obligations, schedules and timetables contained in the Pharmaceutical Laws, except where the failure to comply with such terms, conditions or laws could not reasonably be expected to have a Material Adverse Effect.

(c)     None of the Loan Parties has any liabilities, claims against it or presently outstanding notices imposed or based upon any provision of any Pharmaceutical Law, except for such liabilities, claims, citations or notices which individually or in the aggregate could not reasonably be expected to have a Material Adverse Effect.

5.26     HIPAA Compliance.

(a)     To the extent that, and for so long as, a Loan Party is a “covered entity” within the meaning of HIPAA, such Loan Party: (i) has undertaken or will promptly undertake all applicable surveys, audits, inventories, reviews, analyses and/or assessments (including any required risk assessments) of all areas of its business and operations required by HIPAA and/or that could be adversely affected by failure of Loan Party to be HIPAA Compliant (as defined below); (ii) has developed or will promptly develop a detailed plan and time line for becoming HIPAA Compliant (a “HIPAA Compliance Plan”); and (iii) has implemented, or will implement, those provisions of such HIPAA Compliance Plan in all material respects necessary to ensure that such Loan Party is or becomes HIPAA Compliant.  For purposes hereof, “HIPAA Compliant” shall mean that a Loan Party, to the extent legally required, (i) is or will use commercially reasonable efforts to be in compliance in all material respects with each of the applicable requirements of the so-called “Administrative Simplification” provisions of HIPAA on and as of each date that any part thereof, or any final rule or regulation thereunder, becomes effective in accordance with its or

109

their terms, as the case may be (each such date, a “HIPAA Compliance Date”), and (ii) is not, and could not reasonably be expected to become, as of any date following any such HIPAA Compliance Date, the subject of any civil or criminal penalty, process, claim, action or proceeding, or any administrative or other regulatory review, survey, process or proceeding (other than routine surveys or reviews conducted by any government health plan or other accreditation entity) that has had or could reasonably be expected to have a Material Adverse Effect.

(b)     Schedule 5.26(b), annexed hereto, sets forth a complete list of all “business associate agreements” (as such term is defined in HIPAA) that any Loan Party has entered into with any person as of the Closing Date and true, correct and complete copies of all of such agreements have been provided to Agent.

5.27     Compliance With Health Care Laws.

(a)     Each Loan Party is in compliance with all Health Care Laws, including all Medicare and Medicaid program rules and regulations applicable to it, unless the failure to comply with any such law, rule or regulation has not had and could not reasonably be expected to have a Material Adverse Effect.  Without limiting the generality of the foregoing, no Loan Party has received notice of any violation of any provisions of the Medicare and Medicaid Anti-Fraud and Abuse or Anti-Kickback Amendments of the Social Security Act (presently codified in Section 1128(B)(b) of the Social Security Act) or the Medicare and Medicaid Patient and Program Protection Act of 1987.

(b)     Each Loan Party has maintained in all material respects all records required to be maintained by the Joint Commission on Accreditation of Healthcare Organizations, the Food and Drug Administration, Drug Enforcement Agency and State Boards of Pharmacy and the Federal and State Medicare and Medicaid programs as required by the Health Care Laws or other applicable Law or regulation and each Loan Party and the owners of the facilities and other businesses managed by any Loan Party have all permits, licenses, franchises, certificates and other approvals or authorizations of Governmental Authority as are required under Health Care Laws and under such HMO or similar licensure laws and such insurance laws and regulations, as are applicable thereto, and with respect to those facilities and other businesses that participate in Medicare and/or Medicaid, to receive reimbursement under Medicare and Medicaid, except where the failure to obtain any such permit, license, franchise, certificate or other approval or authorization could not reasonably be expected to have a Material Adverse Effect.

(c)     Each Loan Party which is a Certified Medicare Provider or Certified Medicaid Provider has in a timely manner filed all requisite cost reports, claims and other reports required to be filed in connection with all Medicare and Medicaid programs due on or before the date hereof, all of which are complete and correct in all material respects. To the best of the Loan Parties’ knowledge, there are no claims, actions or appeals pending (and no Loan Party has filed any claims or reports which should result in any such claims, actions or appeals) before any Third Party Payor or

110

Governmental Authority, including, without limitation, any Fiscal Intermediary, the Provider Reimbursement Review Board or the Administrator of HCFA, with respect to any Medicare or Medicaid cost reports or claims filed by any Loan Party on or before the date hereof. No validation review or program integrity review related to a Loan Party which could reasonably be expected to have a Material Adverse Effect has been conducted by any Third Party Payor or Governmental Authority in connection with Medicare or Medicare programs, and to the best of the Loan Parties’ knowledge, no such reviews are scheduled, pending or threatened against or affecting any Loan Party, or any of its assets, or, the consummation of the transactions contemplated hereby.  To the best of the Loan Parties’ knowledge, there currently exist no restrictions, deficiencies, required plans of correction actions or other such remedial measures with respect to Federal and State Medicare and Medicaid certifications or licensure against such parties.

(d)     Schedule 5.27(d) hereto sets forth an accurate, complete and current list of all participation agreements of the Loan Parties with health maintenance organizations, insurance programs, preferred provider organizations and other Third Party Payors as of the Closing Date.  Each such agreement is in full force and effect and no default exists thereunder, except to the extent that (i) any such failure to be in full force and effect or any such default could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or (ii) such agreement has been replaced prior to, or concurrently with, the termination thereof in accordance with the terms of Section 7.12(a).

ARTICLE VI
AFFIRMATIVE COVENANTS

So long as any Lender shall have any Commitment hereunder, any Loan or other Obligation (other than any Obligation in respect of the Other Liabilities) hereunder shall remain unpaid or unsatisfied, or any Letter of Credit shall remain outstanding, the Loan Parties shall, and shall (except in the case of the covenants set forth in Sections 6.01, 6.02, and 6.03) cause each Subsidiary to:

6.01     Financial Statements.  Deliver to the Administrative Agent:

(a)     as soon as available, but in any event within ninety (90) days after the end of each Fiscal Year of the Parent (commencing with the first Fiscal Year ending after the Closing Date), a Consolidated balance sheet of the Parent and its Subsidiaries as at the end of such Fiscal Year, and the related Consolidated statements of income or operations, Shareholders’ Equity and cash flows for such Fiscal Year, setting forth in each case in comparative form the figures for the previous Fiscal Year, all in reasonable detail and prepared in accordance with GAAP, such Consolidated statements to be audited and accompanied by a report and unqualified opinion of a Registered Public Accounting Firm of nationally recognized standing reasonably acceptable to the Administrative Agent, which report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any

111

“going concern” or like qualification or exception or any qualification or exception as to the scope of such audit;

(b)     as soon as available, but in any event within forty-five (45) days after the end of each of the first three Fiscal Quarters of each Fiscal Year of the Parent (commencing with the first Fiscal Quarter ending after the Closing Date), a Consolidated balance sheet of the Parent and its Subsidiaries as at the end of such Fiscal Quarter, and the related Consolidated statements of income or operations, Shareholders’ Equity and cash flows for such Fiscal Quarter and for the portion of the Parent’s Fiscal Year then ended, setting forth in each case in comparative form the figures for (i) such period set forth in the projections delivered pursuant to Section 6.01(d) hereof, (ii) the corresponding Fiscal Quarter of the previous Fiscal Year and (iii) the corresponding portion of the previous Fiscal Year, all in reasonable detail, such Consolidated statements to be certified by a Responsible Officer of the Lead Borrower as fairly presenting the financial condition, results of operations, Shareholders’ Equity and cash flows of the Parent and its Subsidiaries as of the end of such Fiscal Quarter in accordance with GAAP, subject only to normal year-end audit adjustments and the absence of footnotes;

(c)     as soon as available, but in any event within thirty (30) days after the end of each Fiscal Period of each Fiscal Year of the Parent (commencing with the Fiscal Period ended October 3, 2009), a Consolidated balance sheet of the Parent and its Subsidiaries as at the end of such Fiscal Period, and the related Consolidated statements of income or operations for such Fiscal Period, and for the portion of the Parent’s Fiscal Year then ended, setting forth in each case in comparative form the figures for (i) such period set forth in the projections delivered pursuant to Section 6.01(d) hereof, (ii) the corresponding Fiscal Period of the previous Fiscal Year and (iii) the corresponding portion of the previous Fiscal Year, all in reasonable detail, such Consolidated statements to be certified by a Responsible Officer of the Lead Borrower as fairly presenting the financial condition, results of operations of the Parent and its Subsidiaries as of the end of such Fiscal Period in accordance with GAAP, subject only to normal year-end audit adjustments and the absence of footnotes;

(d)     as soon as available, but in any event within thirty (30) days after the end of each Fiscal Year of the Parent, forecasts prepared by management of the Lead Borrower, in form and detail reasonably satisfactory to the Administrative Agent, of Consolidated balance sheets and statements of income or operations and cash flows and an availability model of the Parent and its Subsidiaries on a monthly basis for the immediately following Fiscal Year (including the Fiscal Year in which the Maturity Date occurs) and, as soon as available, any significant revisions (if any) to such forecast with respect to such Fiscal Year.

6.02     Certificates; Other Information.  Deliver to the Administrative Agent, in form and detail reasonably satisfactory to the Administrative Agent:

112

(a)    (i) concurrently with the delivery of the financial statements referred to in Sections 6.01(a), 6.01(b) and 6.01(c) (commencing with the delivery of the financial statements for the Fiscal Period ended October 3, 2009), (i) a duly completed Compliance Certificate signed by a Responsible Officer of the Lead Borrower (to be furnished even if a Covenant Compliance Event is not then in effect) and (ii) concurrently with the delivery of the financial statements referred to in Sections 6.01(a) and 6.01(b), a copy of management’s discussion and analysis with respect to such financial statements.  In the event of any change in GAAP used in the preparation of such financial statements, the Lead Borrower shall also provide a statement of reconciliation conforming such financial statements to GAAP;

(b)     on the 15th day of each Fiscal Period (or, if such day is not a Business Day, on the next succeeding Business Day), a Borrowing Base Certificate showing the Borrowing Base as of the close of business as of the last day of the immediately preceding Fiscal Period, each Borrowing Base Certificate to be certified as complete and correct by a Responsible Officer of the Lead Borrower; provided that, upon the occurrence and during the continuance of an Accelerated Borrowing Base Delivery Event, such Borrowing Base Certificate shall be delivered on Thursday of each week (or, if Thursday is not a Business Day or if such week has a holiday on a Monday, Tuesday, Wednesday or Thursday, on the next succeeding Business Day), as of the close of business on the immediately preceding Saturday;

(c)     promptly upon receipt, copies of any detailed audit reports, management letters or recommendations submitted to the board of directors (or the audit committee of the board of directors) of any Loan Party by its Registered Public Accounting Firm in connection with the accounts or books of the Loan Parties or any Subsidiary, or any audit of any of them;

(d)     promptly after the same are available, copies of each annual report, proxy or financial statement or other report or communication sent to the shareholders of the Loan Parties and copies of all annual, regular, periodic and special reports and registration statements which any Loan Party may file or be required to file with the SEC under Sections 13 or 15(d) of the Securities Exchange Act of 1934 or with any national securities exchange;

(e)     the financial and collateral reports described on Schedule 6.02 hereto, at the times set forth in such Schedule;

(f)      as soon as available, but in any event within thirty (30) days prior to the expiry of the then existing insurance policies certificates evidencing renewal of all insurance policies required to be maintained pursuant hereto;

(g)     promptly, and in any event within five (5) Business Days after receipt thereof by any Loan Party or any Subsidiary thereof, copies of each notice or other correspondence received from any Governmental Authority (including, without limitation, the SEC (or comparable agency in any applicable non-U.S. jurisdiction)) concerning any proceeding with, or investigation or possible investigation or other

113

inquiry by such Governmental Authority regarding financial or other operational results of any Loan Party or any Subsidiary thereof or any other matter which, if adversely determined, could reasonably be expected to have a Material Adverse Effect; and

(h)     promptly, such additional information regarding the business affairs, financial condition or operations of any Loan Party or any Subsidiary, or compliance with the terms of the Loan Documents, as the Administrative Agent or any Lender (upon request to the Administrative Agent) may from time to time reasonably request.

Documents required to be delivered pursuant to Sections 6.01(a), (b), or (c) may be delivered electronically and, if so delivered, shall be deemed to have been delivered on the date (i) on which the Lead Borrower posts such documents, or provides a link thereto on the Lead Borrower’s website on the Internet at the website address listed on Schedule 10.02; or (ii) on which such documents are provided to the Administrative Agent for posting on the Lead Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that: (i) the Lead Borrower shall deliver paper copies of such documents to the Administrative Agent or any Lender that requests the Lead Borrower to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (ii) the Lead Borrower shall notify the Administrative Agent and each Lender (by telecopier or electronic mail) of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents.  The Administrative Agent shall have no obligation to request the delivery or to maintain copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Loan Parties with any such request for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents.

The Loan Parties hereby acknowledge that (a) the Administrative Agent and/or the Arrangers may make available to the Lenders and the L/C Issuer materials and/or information provided by or on behalf of the Loan Parties hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on IntraLinks or another similar electronic system (the “Platform”) and (b) certain of the Lenders may be “public-side” Lenders (i.e., Lenders that do not wish to receive material non-public information with respect to the Loan Parties or their securities) (each, a “Public Lender”).  The Loan Parties hereby agree that so long as any Loan Party is the issuer of any outstanding debt or equity securities that are registered or issued pursuant to a private offering or is actively contemplating issuing any such securities they will use commercially reasonable efforts to identify that portion of the Borrower Materials that may be distributed to the Public Lenders and that (w) all such Borrower Materials shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Loan Parties shall be deemed to have authorized the Administrative Agent, the Arrangers, the L/C Issuer and the Lenders to treat such Borrower Materials as not containing any material non-public information (although it may be sensitive and proprietary) with respect to the Loan Parties or their securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall

114

be treated as set forth in Section 10.07); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Investor”; and (z) the Administrative Agent shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Investor.”

6.03     Notices.  Promptly, and in any event within five (5) Business Days (other than with respect to clauses (f) and (h) below, in which case such notice is required within fifteen (15) Business Days) after a Responsible Officer of the Lead Borrower has obtained knowledge thereof, notify the Administrative Agent:

(a)     of the occurrence of any Default;

(b)     of any breach or non-performance of, or any default under, the C&S Supply Agreement or either of the McKesson Agreements, the effect of which breach or default is to cause, or to permit, any party to such agreement to terminate such agreement;

(c)     of any matter that has resulted or could reasonably be expected to result in a Material Adverse Effect, including (i) breach or non-performance of, or any default under, a Material Contract or with respect to Material Indebtedness of any Loan Party or any Subsidiary thereof, (ii) any dispute, litigation, investigation, proceeding or suspension between any Loan Party or any Subsidiary thereof and any Governmental Authority, or (iii) the commencement of, or any material development in, any litigation or proceeding affecting any Loan Party or any Subsidiary thereof, including pursuant to any applicable Environmental Laws;

(d)     of the occurrence of any ERISA Event;

(e)     of any change in any Loan Party’s chief executive officer or chief financial officer;

(f)      of the discharge by any Loan Party of its present Registered Public Accounting Firm or any withdrawal or resignation by such Registered Public Accounting Firm;

(g)     of any collective bargaining agreement or other labor contract to which a Loan Party becomes a party, or the application for the certification of a collective bargaining agent;

(h)     of the filing of any Lien for unpaid Taxes against any Loan Party in excess of $500,000;

(i)      of any casualty or other insured damage to any material portion of the Collateral or the commencement of any action or proceeding for the taking of any interest in a material portion of the Collateral under power of eminent domain or by condemnation or similar proceeding or if any material portion of the Collateral is damaged or destroyed;

115

(j)      the receipt of any notice from a supplier, seller or agent pursuant to either PACA or PASA with respect to claims individually or in the aggregate in excess of $1,000,000; and

(k)     of any failure by any Loan Party to pay rent at any of such Loan Party’s locations if such failure continues for more than ten (10) days following the day on which such rent first came due and such failure could reasonably be expected to result in a Material Adverse Effect.

Each notice pursuant to this Section 6.03 shall be accompanied by a statement of a Responsible Officer of the Lead Borrower setting forth details of the occurrence referred to therein and stating what action the Lead Borrower has taken and proposes to take with respect thereto.  Each notice pursuant to Section 6.03(a) shall describe with particularity any and all provisions of this Agreement and any other Loan Document that have been breached.

6.04     Payment of Obligations.  Pay and discharge, as the same shall become due and payable, all its material obligations and liabilities, including: (a) all Tax liabilities, assessments and governmental charges or levies upon it or its properties or assets; (b) all lawful claims (including, without limitation, claims of landlords, warehousemen, customs brokers, and carriers) which, if unpaid, would by law become a Lien upon its property; and (c) all Indebtedness, as and when due and payable, but subject to any subordination provisions contained in any instrument or agreement evidencing such Indebtedness, except, in each case, where (i) (a) the validity or amount thereof is being contested in good faith by appropriate proceedings, (b) such Loan Party has set aside on its books adequate reserves with respect thereto in accordance with GAAP, (c) such contest effectively suspends collection of the contested obligation and enforcement of any Lien securing such obligation, and (d) no Lien has been filed with respect thereto or (ii) the failure to make payment pending such contest could not reasonably be expected to result in a Material Adverse Effect. Nothing contained herein shall be deemed to limit the rights of the Administrative Agent with respect to establishing Reserves pursuant to this Agreement.

6.05     Preservation of Existence, Etc.  (a) Preserve, renew and maintain in full force and effect its legal existence and good standing under the Laws of the jurisdiction of its organization or formation except in a transaction permitted by Sections 7.04 or 7.05; (b) take all reasonable action to maintain all rights, privileges, permits, licenses and franchises necessary or desirable in the normal conduct of its business, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; and (c) preserve or renew all of its Intellectual Property, except to the extent such Intellectual Property is no longer used or useful in the conduct of the business of the Loan Parties or the failure to do so could not reasonably be expected to result in a Material Adverse Effect.

6.06     Maintenance of Properties.  Except where the failure to do so could not reasonably be expected to have a Material Adverse Effect, (a) maintain, preserve and protect all of its properties and equipment necessary in the operation of its business in good working order and condition, ordinary wear and tear excepted, and (b) make all necessary repairs thereto and renewals and replacements thereof.

116

6.07     Maintenance of Insurance.  Maintain with financially sound and reputable insurance companies reasonably acceptable to the Administrative Agent not Affiliates of the Loan Parties, insurance with respect to its properties and business against loss or damage of the kinds customarily insured against by Persons engaged in the same or similar business and operating in the same or similar locations or as is required by applicable Law, of such types and in such amounts as are customarily carried under similar circumstances by such other Persons and as are reasonably acceptable to the Administrative Agent.

(a)     Cause fire and extended coverage policies maintained with respect to any Collateral to be endorsed or otherwise amended to include (i) a non-contributing mortgagee clause (regarding improvements to real property) and lenders’ loss payable clause (regarding personal property), in form and substance reasonably satisfactory to the Collateral Agent, which endorsements or amendments shall provide that the insurer shall pay all proceeds otherwise payable to the Loan Parties under the policies directly to the Collateral Agent (provided that the Collateral Agent shall promptly remit such proceeds, in their entirety, to the Lead Borrower, unless such proceeds constitute Net Proceeds on account of a Prepayment Event or a Cash Dominion Event has occurred and is continuing, in which case the Administrative Agent shall promptly apply such proceeds to reduce the outstanding balance of Credit Extensions in accordance with Sections 2.05(f) or 8.03, as applicable), (ii) a provision to the effect that none of the Loan Parties, Credit Parties or any other Person shall be a co-insurer and (iii) such other provisions as the Collateral Agent may reasonably require from time to time to protect the interests of the Credit Parties.

(b)     Cause commercial general liability policies and excess (umbrella) liability policies to be endorsed to name the Collateral Agent as an additional insured.

(c)     Cause business interruption policies (if any) to name the Collateral Agent as a loss payee and to be endorsed or amended to include (i) a provision that, from and after the Closing Date, the insurer shall pay all proceeds otherwise payable to the Loan Parties under the policies directly to the Collateral Agent (provided that the Collateral Agent shall promptly remit such proceeds, in their entirety, to the Lead Borrower, unless such proceeds constitute Net Proceeds on account of a Prepayment Event or a Cash Dominion Event has occurred and is continuing, in which case the Administrative Agent shall promptly apply such proceeds to reduce the outstanding balance of Credit Extensions in accordance with Sections 2.05(f) or 8.03, as applicable), (ii) a provision to the effect that none of the Loan Parties, the Administrative Agent, the Collateral Agent or any other party shall be a co-insurer and (iii) such other provisions as the Collateral Agent may reasonably require from time to time to protect the interests of the Credit Parties.

(d)     Cause each such policy referred to in this Section 6.07 to also provide that it shall not be canceled, modified or not renewed (i) by reason of nonpayment of premium except upon not less than ten (10) days prior written notice thereof by the insurer to the Collateral Agent (giving the Collateral Agent the right to cure defaults in the payment of premiums) or (ii) for any other reason except upon not less than thirty (30) days prior written notice thereof by the insurer to the Collateral Agent.

117

(e)     Deliver to the Collateral Agent, prior to the cancellation, modification or non-renewal of any such policy of insurance, a copy of a renewal or replacement policy (or other evidence of renewal of a policy previously delivered to the Collateral Agent, including an insurance binder) together with evidence satisfactory to the Collateral Agent of payment of the premium therefor.

None of the Credit Parties or their agents or employees shall be liable for any loss or damage insured by the insurance policies required to be maintained under this Section 6.07.  If the insurance policies do not provide waiver of subrogation rights against the Credit Parties and their agents or employees, then the Loan Parties hereby agree, to the extent permitted by law, to waive their right of recovery, if any, against such parties.  The designation of any form, type or amount of insurance coverage by any Credit Party under this Section 6.07 shall in no event be deemed a representation, warranty or advice by such Credit Party that such insurance is adequate for the purposes of the business of the Loan Parties or the protection of their properties.

6.08     Compliance with Laws.  Comply in all material respects with the requirements of all Laws and all orders, writs, injunctions and decrees applicable to it or to its business or property, except in such instances in which (a) (i) such requirement of Law or order, writ, injunction or decree is being contested in good faith by appropriate proceedings diligently conducted and with respect to which adequate reserves have been set aside and maintained by the Loan Parties in accordance with GAAP, and (ii) such contest effectively suspends enforcement of the contested Laws, or (b) the failure to comply therewith could not reasonably be expected to have a Material Adverse Effect.

6.09     Books and Records; Accountants.

(a)     (i) Maintain proper books of record and account, in which full, true and correct entries in conformity with GAAP consistently applied shall be made of all financial transactions and matters involving the assets and business of the Loan Parties or such Subsidiary, as the case may be; and (ii) maintain such books of record and account in material conformity with all applicable requirements of any Governmental Authority having regulatory jurisdiction over the Loan Parties or such Subsidiary, as the case may be.

(b)     At all times, retain a Registered Public Accounting Firm which is reasonably satisfactory to the Administrative Agent and instruct such Registered Public Accounting Firm to cooperate with, and be available to, the Administrative Agent or its representatives to discuss the Loan Parties’ financial performance, financial condition, operating results, controls, and such other matters, within the scope of the retention of such Registered Public Accounting Firm, as may be raised by the Administrative Agent.

6.10     Inspection Rights.

(a)     Permit representatives and independent contractors of the Administrative Agent (acting in consultation with the Administrative Agent) to visit and inspect any of its properties, to examine its corporate, financial and operating records (including,

118

without limitation, the insurance policies maintained by or on behalf of the Loan Parties), and make copies thereof or abstracts therefrom, and to discuss its affairs, finances and accounts with its directors, officers, and Registered Public Accounting Firm (provided that the Lead Borrower shall have the opportunity to participate in any such discussions), all at the expense of the Loan Parties and at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance notice to the Lead Borrower; provided, however, that when an Event of Default has occurred and is continuing, the Administrative Agent (or any of its representatives or independent contractors) may do any of the foregoing at the expense of the Loan Parties at any time during normal business hours and without advance notice.

(b)     Upon the request of the Administrative Agent after reasonable prior notice, permit the Administrative Agent or professionals (including investment bankers, consultants, accountants, lawyers and appraisers) retained by the Administrative Agent to conduct appraisals, commercial finance examinations and other evaluations, including, without limitation, of (i) the Lead Borrower’s practices in the computation of the Borrowing Base and (ii) the assets included in the Borrowing Base and related financial information such as, but not limited to, sales, gross margins, payables, accruals and reserves.  Subject to the following sentences, the Loan Parties shall pay the fees and expenses of the Administrative Agent and such professionals with respect to such evaluations and appraisals.  The Loan Parties acknowledge that the Administrative Agent may, in its reasonable discretion, undertake up to two (2) appraisals of the Borrowers’ Inventory and Prescription Lists and two (2) commercial finance examinations in any twelve month period at the Loan Parties’ expense; provided that, if Availability is less than thirty percent (30%) of the Loan Cap at the End of any Business Day, the Loan Parties acknowledge that the Administrative Agent may, in its reasonable discretion, undertake up to three (3) appraisals of the Borrowers’ Inventory and Prescription Lists and up to three (3) commercial finance examinations in the following twelve month period at the Loan Parties’ expense.  Notwithstanding anything to the contrary contained herein, the Administrative Agent may cause additional appraisals and commercial finance examinations to be undertaken (i) as it in its reasonable discretion deems necessary or appropriate, at its own expense, or (ii) if required by applicable Law or if an Event of Default shall have occurred and be continuing, at the expense of the Loan Parties.

6.11     Use of Proceeds.  Use the proceeds of the Credit Extensions (a) to refinance the Indebtedness of the Lead Borrower and its Subsidiaries under the Existing Credit Agreements, (b) to finance transaction fees and expenses related hereto, (c) to finance the acquisition of working capital assets of the Borrowers, including the purchase of Inventory and Equipment, in each case in the ordinary course of business, (d) to finance Capital Expenditures of the Borrowers, and (e) for general corporate purposes of the Loan Parties, in each case to the extent permitted under applicable Law and the Loan Documents.

6.12     Additional Loan Parties.  Notify the Administrative Agent promptly after any Person becomes a Wholly Owned Subsidiary, and promptly thereafter (and in any event within thirty (30) days (or such longer period of time as may be agreed to by the Administrative Agent

119

in its reasonable discretion)) (a) cause any such Person that is a Domestic Subsidiary to (i) (A) become a Borrower, if such Person is a Domestic Subsidiary that owns assets of the type included in the Borrowing Base or (B) become a Guarantor, if such Person is a Domestic Subsidiary that does not own assets of the type included in the Domestic Borrowing Base, by executing and delivering to the Administrative Agent a Joinder Agreement or such other document as the Administrative Agent shall deem appropriate for such purpose, (ii) grant a Lien to the Collateral Agent on such Person’s assets to secure the Obligations, and (iii) deliver to the Administrative Agent documents of the types referred to in Sections 4.01(a)(iii), 4.01(a)(iv), 4.01(a)(xv) and 4.01(a)(xvi) and customary opinions of counsel to such Person as to such matters concerning such Person and the Loan Documents as the Administrative Agent may reasonably request, and (b) if any Equity Interests or Indebtedness of such Person are owned by or on behalf of any Loan Party, cause such Loan Party to pledge such Equity Interests and promissory notes evidencing such Indebtedness (if any) (except that, if such Subsidiary is a CFC, the Equity Interests of such Subsidiary to be pledged may be limited to 65% of the outstanding voting Equity Interests of such Subsidiary and 100% of the non-voting Equity Interests of such Subsidiary and such time period may be extended based on local law or practice), in each case in form, content and scope reasonably satisfactory to the Administrative Agent.  For the avoidance of doubt, no assets of a CFC, and no Equity Interests of a Subsidiary of any CFC, shall be required to be pledged under this Section 6.12.  In no event shall compliance with this Section 6.12 waive or be deemed a waiver or Consent to any transaction giving rise to the need to comply with this Section 6.12 if such transaction was not otherwise expressly permitted by this Agreement or constitute or be deemed to constitute, with respect to any Subsidiary, an approval of such Person as a Borrower or permit the inclusion of any acquired assets in the computation of the Borrowing Base.

6.13     Cash Management.

(a)     On or prior to the Closing Date (or, in the case of clause (a)(ii) below, within the time period specified in Section 6.20):

(i)            deliver to the Administrative Agent copies of notifications (each, a “Credit Card Notification”) substantially in the form attached hereto as Exhibit G which have been executed on behalf of such Loan Party and delivered to such Loan Party’s credit card clearinghouses and processors listed on Schedule 5.21(b); and

(ii)           enter into a Blocked Account Agreement with each Blocked Account Bank (collectively, the “Blocked Accounts”).

(b)     The Loan Parties shall ACH or wire transfer no less frequently than once each Business Day (and whether or not there are then any outstanding Obligations) all amounts on deposit in each DDA (other than the Trust Account) and all payments received by any Loan Party from credit card processors (i) prior to the establishment of the Blocked Accounts in accordance with the terms of Section 6.20(d), to one or more accounts maintained by the Loan Parties at a Blocked Account Bank, and (ii) upon the establishment of the Blocked Accounts in accordance with the terms of Section 6.20(d), to a Blocked Account.

120

(c)     After the occurrence and during the continuance of a Cash Dominion Event, the Loan Parties and each Blocked Account Bank shall ACH or wire transfer no less frequently than once each Business Day (and whether or not there are then any outstanding Obligations) to the concentration account maintained by the Administrative Agent at Bank of America (the “Administrative Agent’s Account”) all cash receipts and collections by the Loan Parties, including, without limitation, the following:

(i)            all available cash receipts from the sale of Inventory (including, without limitation, proceeds of credit card charges) and other assets (whether or not constituting Collateral);

(ii)           all proceeds of collections of Accounts;

(iii)          all Net Proceeds, and all other cash payments received by a Loan Party from any Person or from any source or on account of any sale or other transaction or event, including, without limitation, any Prepayment Event;

(iv)          the then contents of each DDA (other than the Trust Account), net of any minimum balance, not to exceed $2,500.00, as may be required to be kept in the subject DDA by the depository institution at which such DDA is maintained; and

(v)           the then entire ledger balance of each Blocked Account (other than the Trust Account), net of any minimum balance, not to exceed $2,500.00, as may be required to be kept in the subject Blocked Account by the applicable Blocked Account Bank.

In the event that, notwithstanding the provisions of this Section 6.13(c), any Loan Party receives or otherwise has dominion and control of any such proceeds or collections after the occurrence and during the continuance of a Cash Dominion Event, such proceeds and collections shall be held in trust by such Loan Party for the Collateral Agent, shall not be commingled with any of such Loan Party’s other funds or deposited in any account of such Loan Party and shall, not later than the Business Day after receipt thereof, be deposited into the Administrative Agent’s Account or dealt with in such other fashion as such Loan Party may be instructed by the Collateral Agent.

(d)     Upon the occurrence and during the continuance of a Cash Dominion Event, the Loan Parties shall provide the Administrative Agent with an accounting of the contents of the Blocked Accounts and the Administrative Agent’s Account, which shall identify, to the satisfaction of the Administrative Agent, the proceeds from the Notes Priority Collateral which were deposited into a Blocked Account and swept to the Administrative Agent’s Account.  Upon the receipt of (i) the contents of the Blocked Accounts, and (ii) such accounting, the Administrative Agent agrees to promptly remit to the Indenture Trustee the proceeds of the Notes Priority Collateral received by the Administrative Agent.

121

(e)     The Administrative Agent’s Account shall at all times be under the sole dominion and control of the Administrative Agent.  The Loan Parties hereby acknowledge and agree that (i) the Loan Parties have no right of withdrawal from the Administrative Agent’s Account, (ii) the funds on deposit in the Administrative Agent’s Account shall at all times be collateral security for all of the Obligations and (iii) after the occurrence and during the continuance of a Cash Dominion Event, the funds on deposit in the Administrative Agent’s Account shall be applied as provided in Sections 2.05(f) or 8.03, as applicable, of this Agreement.

(f)      Upon the request of the Administrative Agent, the Loan Parties shall cause bank statements and/or other reports to be delivered to the Administrative Agent not less often than monthly, accurately setting forth all amounts deposited in each Blocked Account to ensure the proper transfer of funds as set forth above.  So long as no Cash Dominion Event has occurred and is continuing, the Loan Parties may direct, and shall have sole control over, the manner of disposition of funds in the Blocked Accounts (other than the Administrative Agent’s Account).  Any amounts held or received in the Administrative Agent’s Account at any time when no Cash Dominion Event exists shall be promptly remitted to an account of the Lead Borrower, or as the Lead Borrower may otherwise direct.

6.14     Information Regarding the Collateral.

(a)     Furnish to the Administrative Agent prompt written notice (but in any event not more than thirty (30) days after any change referred to herein) of any change in: (i) any Loan Party’s name or in any trade name used to identify it in the conduct of its business or in the ownership of its properties; (ii) the location of any Loan Party’s chief executive office, its principal place of business, any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which Collateral owned by it is located (including the establishment of any such new office or facility); (iii) any Loan Party’s organizational structure or jurisdiction of incorporation or formation; or (iv) any Loan Party’s Federal Taxpayer Identification Number or organizational identification number assigned to it by its state of organization.

(b)     Should any of the information on any of the Schedules hereto become inaccurate or misleading in any material respect as a result of changes after the Closing Date, the Lead Borrower shall advise the Administrative Agent in writing of such revisions or updates as may be necessary or appropriate to update or correct the same.  From time to time as may be reasonably requested by the Administrative Agent, the Lead Borrower shall supplement each Schedule hereto, or any representation herein or in any other Loan Document, with respect to any matter arising after the Closing Date that, if existing or occurring on the Closing Date, would have been required to be set forth or described in such Schedule or as an exception to such representation or that is necessary to correct any information in such Schedule or representation which has been rendered inaccurate thereby (and, in the case of any supplements to any Schedule, such Schedule shall be appropriately marked to show the changes made therein).  Notwithstanding the foregoing, no supplement or revision

122

to any Schedule or representation shall be deemed the Credit Parties’ consent to the matters reflected in such updated Schedules or revised representations nor permit the Loan Parties to undertake any actions otherwise prohibited hereunder or fail to undertake any action required hereunder from the restrictions and requirements in existence prior to the delivery of such updated Schedules or such revision of a representation; nor shall any such supplement or revision to any Schedule or representation be deemed the Credit Parties’ waiver of any Default or Event of Default resulting from the matters disclosed therein.

6.15     Physical Inventories.

(a)     Cause not less than two (2) physical inventories to be undertaken, at the expense of the Loan Parties, in each Fiscal Year and periodic cycle counts (provided that, upon prior written notice to the Administrative Agent, the Loan Parties may reduce the number of physical inventories to one (1) physical inventory in each Fiscal Year), in each case conducted by such inventory takers as are satisfactory to the Collateral Agent and following such methodology as is consistent with the methodology used in the immediately preceding inventory or as otherwise may be satisfactory to the Collateral Agent.  The Collateral Agent, at the expense of the Loan Parties, may participate in and/or observe each scheduled physical count of Inventory which is undertaken on behalf of any Loan Party.   The Lead Borrower, within thirty (30) days following the completion of such inventory, shall provide the Collateral Agent with a reconciliation of the results of such inventory (as well as of any other physical inventory undertaken by a Loan Party) and shall post such results to the Loan Parties’ stock ledgers and general ledgers, as applicable.

(b)     Upon the occurrence and during the continuance of an Event of Default, the Collateral Agent, in its reasonable discretion, may cause additional such inventories to be taken as the Collateral Agent determines (each, at the expense of the Loan Parties).

6.16     Environmental Laws.  (a) Conduct its operations and keep and maintain its Real Estate in material compliance with all Environmental Laws and Environmental Permits; (b) obtain and renew all Environmental Permits necessary for its operations and properties; and (c) implement any and all investigation, remediation, removal and response actions with respect to its Real Estate that are required in order to comply with Environmental Laws.

6.17     Further Assurances.

(a)     Execute any and all further documents, financing statements, agreements and instruments, and take all such further actions (including the filing and recording of financing statements and other documents), that may be required under any applicable Law, or which any Agent may reasonably request, to effectuate the transactions contemplated by the Loan Documents or to grant, preserve, protect or perfect the Liens created or intended to be created by the Security Documents or the validity or priority of any such Lien, all at the expense of the Loan Parties. The Loan Parties also agree to provide to the Agents, from time to time upon request, evidence satisfactory to the

123

Agents as to the perfection and priority of the Liens created or intended to be created by the Security Documents.

(b)     Except as otherwise permitted under the Security Agreement, if any assets having a fair market value in excess of $250,000, individually or in the aggregate, are acquired by any Loan Party after the Closing Date (other than assets constituting Excluded Property (as defined in the Security Agreement) or Collateral that automatically becomes subject to the Lien of the Security Documents upon acquisition thereof), notify the Agents thereof, and the Loan Parties will cause such assets to be subjected to a Lien securing the Obligations (subject to Permitted Encumbrances) and will take such actions as shall be necessary or shall be requested by any Agent to grant and perfect such Liens, including actions described in paragraph (a) of this Section 6.17, all at the expense of the Loan Parties.  In no event shall compliance with this Section 6.17(b) waive or be deemed a waiver or Consent to any transaction giving rise to the need to comply with this Section 6.17(b) if such transaction was not otherwise expressly permitted by this Agreement or constitute or be deemed to constitute Consent to the inclusion of any acquired assets in the computation of the Borrowing Base.

6.18     Compliance with Terms of Leaseholds.  Except as otherwise expressly permitted hereunder, (i) make all payments and otherwise perform all obligations in respect of all Leases of real property to which any Loan Party or any of its Subsidiaries is a party, (ii) keep such Leases in full force and effect and not allow such Leases to lapse or be terminated or any rights to renew such leases to be forfeited or cancelled, (iii) notify the Administrative Agent of any default by any party with respect to such Leases and cooperate with the Administrative Agent in all respects to cure any such default, and (iv) cause each of its Subsidiaries to do so, except, in any case described in the foregoing clauses (i) through (iv), where the failure to do so, either individually or in the aggregate, could not be reasonably likely to have a Material Adverse Effect.

6.19     Material Contracts.  Perform and observe all the terms and provisions of each Material Contract to be performed or observed by it, maintain each such Material Contract in full force and effect, enforce each such Material Contract in accordance with its terms, take all such action to such end as may be from time to time requested by the Administrative Agent and, upon request of the Administrative Agent, make to each other party to each such Material Contract such demands and requests for information and reports or for action as any Loan Party or any of its Subsidiaries is entitled to make under such Material Contract, and cause each of its Subsidiaries to do so, except, in any case, where the failure to do so, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

6.20     Post-Closing Matters.

(a)     Within thirty (30) days after the Closing Date (or such longer period of time as may be agreed to by the Administrative Agent in its reasonable discretion), the Loan Parties shall use commercially reasonable efforts to deliver to the Administrative Agent, a Collateral Access Agreement for their corporate headquarters and each of their locations located in Pennsylvania.  Notwithstanding the foregoing, the

124

Administrative Agent reserves the right in its Permitted Discretion to impose Reserves with respect to such locations.

(b)     Within sixty (60) days after the Closing Date (or such longer period of time as may be agreed to by the Administrative Agent in its reasonable discretion), deliver to the Collateral Agent the Lancaster Mortgage, along with evidence that all other actions that the Collateral Agent may deem necessary or desirable in order to create a valid and subsisting Lien on the property described in the Lancaster Mortgage, subject only to Permitted Encumbrances having priority by operation of applicable Law, has been taken.

(c)     Within fifteen (15) days after the Closing Date (or such longer period of time as may be agreed to by the Administrative Agent in its reasonable discretion), use commercially reasonable efforts to deliver to the Administrative Agent an agreement with each franchisee of the Loan Parties, in form and substance reasonably satisfactory to the Administrative Agent.  Notwithstanding anything to the contrary contained herein, so long as no Default or Event of Default has occurred and is continuing, the Administrative Agent hereby acknowledges and agrees that it shall not impose any Reserves in respect of the Loan Parties’ relationship with the franchisees solely as a result of the failure to deliver such agreement prior to the expiration of the time period set forth herein; provided, however, in the event that (i) a Default or an Event of Default has occurred and is continuing or (ii) the Loan Parties are unable to deliver an agreement with one or more of the franchisees within the time period set forth herein, the Administrative Agent reserves the right in its Permitted Discretion to impose Reserves with respect to all amounts owing by the Loan Parties to such franchisees.

(d)     Within sixty (60) days after the Closing Date (or such longer period of time as may be agreed to by the Administrative Agent in its reasonable discretion), deliver, or cause to be delivered, to the Collateral Agent a Blocked Account Agreement with each of the following financial institutions, in each case relating to accounts in respect of which the Loan Parties are required to deliver Blocked Account Agreements pursuant to the terms of this Agreement: (a) Bank of America, N.A.; and (b) M&T Bank.

(e)     Within thirty (30) days after the Closing Date (or such longer period of time as may be agreed to by the Administrative Agent in its reasonable discretion), the Loan Parties shall deliver to the Administrative Agent a certificate of foreign qualification from the State of New York for Bath LLC.

ARTICLE VII
NEGATIVE COVENANTS

So long as any Lender shall have any Commitment hereunder, any Loan or other Obligation (other than any Obligation in respect of the Other Liabilities) hereunder shall remain unpaid or unsatisfied, or any Letter of Credit shall remain outstanding, no Loan Party shall, nor shall it permit any Subsidiary to, directly or indirectly:

125

7.01 Liens.  Create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, or sign or file or suffer to exist under the UCC or any similar Law or statute of any jurisdiction a financing statement that names any Loan Party or any Subsidiary thereof as debtor; sign or suffer to exist any security agreement authorizing any Person thereunder to file such financing statement; sell any of its property or assets subject to an understanding or agreement (contingent or otherwise) to repurchase such property or assets with recourse to it or any of its Subsidiaries; or assign or otherwise transfer any accounts or other rights to receive income, other than, as to all of the above, Permitted Encumbrances.

7.02 Investments.  Make any Investments, except Permitted Investments.

7.03 Indebtedness.  Create, incur, assume, guarantee, suffer to exist or otherwise become or remain liable with respect to, any Indebtedness, except Permitted Indebtedness.

7.04 Fundamental Changes.  Merge, dissolve, liquidate, consolidate with or into another Person (or agree to do any of the foregoing), except that, so long as no Default or Event of Default shall have occurred and be continuing prior to, or immediately after giving effect to, any action described below or would result therefrom:

(a)any Subsidiary which is not a Loan Party may merge with (i) a Loan Party, provided that the Loan Party shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries which are not Loan Parties, provided that when any wholly-owned Subsidiary is merging with another Subsidiary, the wholly-owned Subsidiary shall be the continuing or surviving Person;

(b)any Loan Party or any Subsidiary which is a Loan Party may merge with or into any other Subsidiary which is a Loan Party, provided that in any merger involving a Borrower, such Borrower shall be the continuing or surviving Person;

(c)in connection with a Permitted Acquisition, any Subsidiary of a Loan Party may merge with or into or consolidate with any other Person or permit any other Person to merge with or into or consolidate with it; provided that (i) the Person surviving such merger shall be a wholly-owned Subsidiary of a Loan Party and (ii) in the case of any such merger to which any Loan Party is a party, such Loan Party is the surviving Person; and

(d)any CFC that is not a Loan Party may merge into any CFC that is not a Loan Party.

7.05 Dispositions.  Make any Disposition or enter into any agreement to make any Disposition, except Permitted Dispositions.

7.06 Restricted Payments.  Declare or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except that, so long as no Default or Event of Default shall have occurred and be continuing prior to, or immediately after giving effect to, any action described below or would result therefrom:

126

(a)each Subsidiary of a Loan Party may make Restricted Payments to any Loan Party;

(b)the Loan Parties and each Subsidiary may declare and make dividend payments or other distributions payable solely in Equity Interests of such Person (other than Disqualified Stock);

(c)the Lead Borrower may utilize a portion of the proceeds of the Senior Notes to pay cash dividends to its shareholders in any transaction or group of transactions which are part of a common plan completed on or within thirty (30) calendar days of the Closing Date, in an aggregate amount not to exceed $105,000,000, provided that such dividends shall be made solely from identifiable cash proceeds of the Senior Notes which have been segregated by the Lead Borrower or the Parent in a separate account;

(d)the Loan Parties and each Subsidiary may purchase, redeem or otherwise acquire Equity Interests held by any of its present or former employees, directors or consultant pursuant to any management equity plan or stock option plan, provided that Restricted Payments made pursuant to this clause (d) shall not exceed $2,500,000 in the aggregate in any Fiscal Year (with unused amounts in any Fiscal Year being carried over to the next succeeding Fiscal Year);

(e)if the Payment Conditions are satisfied, the Loan Parties and each Subsidiary may purchase, redeem or otherwise acquire Equity Interests issued by it;

(f)if the Payment Conditions are satisfied, the Parent may declare or pay dividends or distributions with respect to any capital stock or other Equity Interest of the Parent;

(g)the Loan Parties may make Restricted Payments for the purpose of paying Tax Distributions; and

(h)the Loan Parties and each Subsidiary may pay any dividend or redeem any Equity Interests within ten (10) days after the date of declaration or call for redemption thereof if, at such date of declaration or call for redemption, such payment was otherwise permitted pursuant to this Section 7.06.

7.07 Repayments and Prepayments of Indebtedness.  Repay, prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner any Indebtedness, or make any payment in violation of any subordination terms of any Subordinated Indebtedness, except (a) as long as no Default or Event of Default then exists or would arise therefrom, regularly scheduled repayments, repurchases, redemptions or defeasances of interest on account of Permitted Indebtedness, (b) mandatory prepayments of principal and interest on account of the Note Obligations made solely with proceeds of the Notes Priority Collateral, (c) voluntary prepayments, repurchases, redemptions or defeasances of principal and interest on account of Permitted Indebtedness as long as the Payment Conditions are satisfied, and (d) Permitted Refinancings of any such Indebtedness.

127

7.08 Change in Nature of Business.

(a)In the case of the Parent, engage in any business or activity other than (i) direct or indirect ownership of all outstanding Equity Interests in the other Loan Parties, (ii) maintenance of its corporate existence, (iii) participation in tax, accounting and other administrative activities as the parent of the consolidated group of companies, including the Loan Parties, (iv) execution and delivery of the Loan Documents to which it is a party and the performance of its obligations thereunder, (v) execution and delivery of the Senior Notes Documents to which it is a party and the performance of its obligations thereunder, and (vi) activities incidental to the businesses or activities described in clauses (i) through (v) of this Section 7.08(a).

(b)In the case of each of the other Loan Parties, engage in any line of business other than a Permitted Business.

7.09 Transactions with Affiliates.  Enter into, renew, extend or be a party to any transaction of any kind with any Affiliate of any Loan Party, whether or not in the ordinary course of business, other than on fair and reasonable terms substantially as favorable to the Loan Parties or such Subsidiary as would be obtainable by the Loan Parties or such Subsidiary at the time in a comparable arm’s length transaction with a Person other than an Affiliate, provided that the foregoing restriction shall not apply to:

(a)a transaction between or among the Loan Parties not prohibited hereunder;

(b)any issuance or sale of Equity Interests of the Parent (other than Disqualified Stock) to Affiliates;

(c)payments pursuant to the Management Agreement on account of Management Fees payable to the Sponsor on a quarterly basis in advance after the Closing Date not to exceed $2,500,000 in any calendar year, provided that such Management Fees may not be paid if an Event of Default then exists or would arise therefrom, provided further that any such Management Fees not be permitted to be paid hereunder shall accrue and be payable when the applicable Event of Default has been waived and no additional Event of Default has occurred and is continuing or would arise as a result of such payment;

(d)transactions permitted pursuant to Sections 7.02, 7.03 and 7.06 of this Agreement;

(e)payments of reasonable and documented out-of-pocket expenses provided by the Sponsor to the Loan Parties pursuant to the Management Agreement, provided that no Event of Default then exists or would arise therefrom;

(f)payments in connection with Qualified Securitization Transaction;

(g)transactions related to the repayment of the Indebtedness of the Loan Parties’ existing as of the Closing Date to be repaid in accordance with the terms and conditions of the Indenture or this Agreement;

128

(h)Investments by the Sponsor in debt securities of the Parent (or any of its Subsidiaries) so long as (i) the Investments are being offered to other investors on the same or more favorable terms and (ii) the Investments constitute less than five percent (5%) of the proposed outstanding issue amount of the class of securities;

(i)payment of reasonable compensation to officers and employees for services actually rendered to any Loan Party or any of its Subsidiaries; and

(j)transactions undertaken pursuant to the agreements described on Schedule 7.09 and any renewals, replacements or modifications of such agreements, provided that the terms thereof are not materially less favorable when taken as a whole to the Lenders than those in effect on the Closing Date.

7.10 Burdensome Agreements.

(a)Enter into or permit to exist any Contractual Obligation (other than the Senior Notes Documents, this Agreement or any other Loan Document) that (i) limits the ability (A) of any Subsidiary to make Restricted Payments or other distributions to any Loan Party or to otherwise transfer property to or invest in a Loan Party, (B) of any Subsidiary to Guarantee the Obligations, (C) of any Subsidiary to make or repay loans to a Loan Party, or (D) of the Loan Parties or any Subsidiary to create, incur, assume or suffer to exist Liens on property of such Person in favor of the Collateral Agent; or (ii) requires the grant of a Lien to secure an obligation of such Person if a Lien is granted to secure another obligation of such Person.

(b)The restrictions contained in Section 7.10(a) shall not prohibit:

(i)any encumbrance or restriction pursuant to an agreement or instrument (including, without limitation, the Loan Documents and the Senior Note Documents) in effect on the Closing Date, or any agreement governing Indebtedness that contains encumbrances and restrictions that are not materially more restrictive than those contained in the Loan Documents and the Senior Notes Documents;

(ii)any encumbrance or restriction with respect to a Subsidiary that is not a Subsidiary on the Closing Date, in existence at the time such Person becomes a Subsidiary and not incurred in connection with, or in contemplation of, such Person becoming a Subsidiary, provided that such encumbrances and restrictions are not applicable to any Subsidiary or the properties or assets of any Subsidiary other than such Subsidiary which is becoming a Subsidiary or such Subsidiary’s Subsidiaries;

(iii)any encumbrance or restriction pursuant to any agreement governing any Indebtedness permitted under clauses (c) or (f) of the definition of Permitted Indebtedness;

(iv)any encumbrance or restriction contained in any Indebtedness acquired or other agreement of any Person or related to assets acquired (whether

129

by merger, consolidation or otherwise) by the Parent or any of its Subsidiaries, so long as such encumbrance or restriction (A) was not entered into in contemplation of the acquisition, merger or consolidation transaction, and (B) is not applicable to any Person, or the properties or assets of any Person, other than the Person or such Person’s Subsidiaries, or the property or assets of the Person or such Person’s Subsidiaries, so acquired;

(v)any encumbrance or restriction existing under applicable Law, rule, regulation or order or any requirement of any regulatory body;

(vi)in the case of clause (i)(A) of subsection (a) above, Permitted Encumbrances that limit the right of the debtor to dispose of the assets subject to such Permitted Encumbrances;

(vii)customary non-assignment provisions in leases, licenses or contracts;

(viii)customary restrictions contained in (A) asset sale agreements that limit the transfer of such assets pending the closing of such sale and (B) any other agreement for the sale or other disposition of a Subsidiary that restricts distributions by that Subsidiary pending its sale or other Disposition;

(ix)customary restrictions imposed by the terms of shareholders’, partnership or joint venture agreements; provided, however, that such restrictions do not apply to any Subsidiaries other than the applicable company, partnership or joint venture;

(x)restrictions contained in Permitted Indebtedness, so long as such restrictions are customary for Indebtedness of the type incurred and the board of directors of the Parent determines in good faith that such restrictions will not adversely affect the Parent’s or the Lead Borrower’s ability to make payments of principal or interest on the Obligations;

(xi)any encumbrance or restriction with respect to a Securitization Entity in connection with a Qualified Securitization Transaction; provided, however, that such encumbrances and restrictions are necessary or advisable to effect the transactions contemplated under such Qualified Securitization Transaction in the good faith determination of the Parent;

(xii)restrictions on cash or other deposits or net worth imposed by customers or suppliers under contracts entered into in the ordinary course of business; and

(xiii)any encumbrance or restriction under any agreement that amends, extends, renews, refinances or replaces the agreements containing the encumbrances or restrictions in the foregoing clauses (i) through (xii), or in this clause (xiii); provided that the terms and conditions of any such encumbrances or restrictions are no more restrictive in any material respect than those under or

130

pursuant to the agreement evidencing the Indebtedness so extended, renewed, refinanced or replaced.

7.11 Use of Proceeds.  Use the proceeds of any Credit Extension, whether directly or indirectly, and whether immediately, incidentally or ultimately, to purchase or carry margin stock (within the meaning of Regulation U of the FRB) or to extend credit to others for the purpose of purchasing or carrying margin stock or to refund Indebtedness originally incurred for such purpose.

7.12 Amendment of Material Documents.

(a)(i) Enter into any amendment or modification of, or agree to or accept any waiver under, (A) its Organization Documents or (B) any Material Indebtedness (other than the Indenture or any of the other Senior Notes Documents), in each of the cases described in this clause (i), to the extent that such amendment, modification or waiver would materially adversely affect the rights of any Loan Party or any Subsidiary, as applicable, or any Credit Party; or (ii) permit any Material Contract to be cancelled or terminated prior to its stated expiration unless such Material Contract is either (A) replaced by a new agreement with a third party reasonably acceptable to the Administrative Agent in its Permitted Discretion or (B) replaced by the Loan Parties’ in-sourcing of the services previously provided by a third party under such Material Contract, in each of the cases described in this clause (ii), on terms substantially similar or more favorable to the Loan Parties than those in effect under the Material Contract being cancelled or terminated and otherwise reasonably acceptable to the Administrative Agent in its Permitted Discretion.

(b)Enter into any amendment or modification of, or agree to or accept any waiver under, the Indenture or any of the other Senior Notes Documents to the extent that the effect of such amendment, modification or waiver would be to: (i) increase the interest rate or the cash rate of interest on, such Indebtedness by more than two (2%) percent; (ii) cause there to be an earlier maturity date or decreased weighted average life thereof; (iii) add, or change in a manner adverse to any Loan Party, any event of default or add, or make more restrictive, any covenant with respect to the Indebtedness thereunder; (iv) change in a manner adverse to any Loan Party the prepayment provisions of such Indebtedness; (v) change in a manner adverse to any Loan Party the terms of, or otherwise alter, any redemption or put rights thereunder; or (vi) change or amend any other term if such change or amendment would (A) increase the obligations of the Loan Parties or (B) confer additional rights on the holder of such Indebtedness in a manner adverse to any Loan Party or any Credit Party.

7.13 Fiscal Year; Changes Regarding the Collateral.

(a)Change the Fiscal Year of any Loan Party, or the accounting policies or reporting practices of the Loan Parties, except as permitted or required by GAAP upon thirty (30) days prior written notice to the Administrative Agent.

131

(b)Effect or permit any change referred to in Section 6.14(a) unless all filings have been made under the UCC or otherwise that are required in order for the Collateral Agent to continue at all times following such change to have a valid, legal and perfected security interest in all the Collateral (having the priority set forth in the Intercreditor Agreement) for its own benefit and the benefit of the other Credit Parties.

7.14 Blocked Accounts; Credit Card Processors.  (a) Open new DDAs (other than the Trust Account) after the closing Date unless either (i) such new DDAs sweep on a daily basis to a Blocked Account or (ii) the Loan Parties shall have delivered to the Administrative Agent appropriate Blocked Account Agreements or (b) enter into agreements with new credit card processors unless the Loan Parties shall have delivered to the Administrative Agent appropriate Credit Card Notifications, in each of the cases described in clauses (i) and (ii), consistent with the provisions of Section 6.13.  No Loan Party shall maintain any bank accounts or enter into any agreements with credit card processors other than the ones expressly contemplated herein or in Section 6.13 hereof.

7.15 Consolidated Fixed Charge Coverage Ratio.  During the continuance of a Covenant Compliance Event, permit the Consolidated Fixed Charge Coverage Ratio, calculated as of the occurrence of such Covenant Compliance Event and as of the last day of each Fiscal Period thereafter based upon the most recent Measurement Period, to be less than 1.10 to 1.00.

ARTICLE VIII
EVENTS OF DEFAULT AND REMEDIES

8.01 Events of Default.  Any of the following shall constitute an Event of Default:

(a)Non-Payment.  The Borrowers or any other Loan Party fails to pay when and as required to be paid herein, (i) any amount of principal of any Loan or any L/C Obligation, or deposit any funds as Cash Collateral in respect of L/C Obligations, or (ii) any interest on any Loan or on any L/C Obligation, or any fee due hereunder, and, in the case of this clause (ii), such failure continues for one (1) Business Day, or (iii) any other amount payable hereunder or under any other Loan Document and, in the case of this clause (iii), such failure continues for three (3) days; or

(b)Specific Covenants.  Any Loan Party fails to perform or observe any term, covenant or agreement contained in any of Sections 6.01, 6.02, 6.03, 6.05, 6.07, 6.10, 6.11, 6.12, 6.13, 6.14(a) or 6.20 or Article VII; or

(c)Other Defaults.  Any Loan Party fails to perform or observe any other covenant or agreement (not specified in subsection (a) or (b) above) contained in any Loan Document on its part to be performed or observed and such failure continues for thirty (30) days; or

(d)Representations and Warranties.  Any representation, warranty, certification or statement of fact made or deemed made by or on behalf of any Borrower or any other Loan Party herein, in any other Loan Document, or in any document delivered in connection herewith or therewith (including, without limitation,

132

any Borrowing Base Certificate) shall be incorrect or misleading in any material respect when made or deemed made; or

(e)Cross-Default.  (i) Any Loan Party or any Subsidiary thereof (A) fails to make any payment when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect of any Material Indebtedness (other than Indebtedness under any Swap Contract), or (B) fails to observe or perform any other agreement or condition relating to any such Material Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event occurs, the effect of which default or other event is to cause, or to permit the holder or holders of such Material Indebtedness (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) to cause, with the giving of notice if required, such Material Indebtedness to be demanded or to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Material Indebtedness to be made, prior to its stated maturity, or such Guarantee to become payable or cash collateral in respect thereof to be demanded; or (ii) there occurs under any Swap Contract an Early Termination Date (as defined in such Swap Contract) resulting from (A) any event of default under such Swap Contract as to which a Loan Party or any Subsidiary thereof is the Defaulting Party (as defined in such Swap Contract) or (B) any Termination Event (as so defined) under such Swap Contract as to which a Loan Party or any Subsidiary thereof is an Affected Party (as so defined) and, in either event, the Swap Termination Value owed by the Loan Party or such Subsidiary as a result thereof is greater than $4,000,000; or

(f)Insolvency Proceedings, Etc.  Any Loan Party or any of its Subsidiaries, other than an Immaterial Subsidiary, institutes or consents to the institution of any proceeding under any Debtor Relief Law, or makes an assignment for the benefit of creditors; or applies for or consents to the appointment of any receiver, trustee, custodian, conservator, liquidator, rehabilitator or similar officer for it or for all or any material part of its property; or a proceeding shall be commenced or a petition filed, without the application or consent of such Person, seeking or requesting the appointment of any receiver, trustee, custodian, conservator, liquidator, rehabilitator or similar officer is appointed and the appointment continues undischarged, undismissed or unstayed for forty-five (45) calendar days or an order or decree approving or ordering any of the foregoing shall be entered; or any proceeding under any Debtor Relief Law relating to any such Person or to all or any material part of its property is instituted without the consent of such Person and continues undismissed or unstayed for forty-five (45) calendar days, or an order for relief is entered in any such proceeding; or

(g)Inability to Pay Debts; Attachment.  (i) Any Loan Party or any Subsidiary, other than an Immaterial Subsidiary, thereof becomes unable or admits in writing its inability or fails generally to pay its debts as they become due in the ordinary course of business, or (ii) any writ or warrant of attachment or execution or similar process is issued or levied against all or any material part of the property of any such Person and

133

is not released, vacated or fully bonded within ten (10) days after its issuance or levy; or

(h)Judgments.  There is entered against any Loan Party or any Subsidiary thereof (i) one or more judgments or orders for the payment of money in an aggregate amount (as to all such judgments and orders) exceeding $2,000,000 (unless bonded or covered by independent third-party insurance as to which the insurer is rated at least “A” by A.M. Best Company, and such insurer has been notified of the potential claim and does not dispute coverage), or (ii) any one or more non-monetary judgments that have, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect and, in either case, (A) enforcement proceedings are commenced by any creditor upon such judgment or order, or (B) there is a period of thirty (30) consecutive days during which a stay of enforcement of such judgment or order, by reason of a pending appeal or otherwise, is not in effect; or

(i)ERISA.  (i) An ERISA Event occurs with respect to a Pension Plan or Multiemployer Plan (other than the United Food and Commercial Workers’ Local One Pension Fund) which has resulted or could reasonably be expected to result in liability of any Loan Party under Title IV of ERISA to the Pension Plan, Multiemployer Plam or the PBGC in an aggregate amount in excess of $2,000,000 or which could reasonably be expected to result in a Material Adverse Effect; or (ii) an ERISA Event occurs with respect to the United Food and Commercial Workers’ Local One Pension Fund (A) which has resulted or could reasonably be expected to result in any Loan Party or any ERISA Affiliate being obligated to make aggregate payments to the United Food and Commercial Workers’ Local One Pension Fund in any Fiscal Year that exceed the sum of (1) the Lead Borrower’s aggregate employer contribution obligation for the year 2011 with respect to the United Food and Commercial Workers’ Local One Pension Fund, as set forth in the Lead Borrower’s current collective bargaining agreements with the United Food and Commercial Workers’ District Union Local One, plus (2) $10,000,000 or (B) which has resulted or could reasonably be expected to result in a Material Adverse Effect; or (iii) a Loan Party or any ERISA Affiliate (A) incurs a “default”, as such term is defined in Section 4219(c)(5)(A) of ERISA, with respect to a withdrawal liability payment, which default results in, or could reasonably be expected to result in, a Material Adverse Effect or (B) receives notice from the sponsor of a Multiemployer Plan requiring immediate payment of the full outstanding amount of such Loan Party’s or ERISA Affiliate’s withdrawal liability pursuant to Section 4219(c)(5) of ERISA; or

(j)Invalidity of Loan Documents.  (i)  Any provision of any Loan Document, at any time after its execution and delivery and for any reason other than as expressly permitted hereunder or thereunder or satisfaction in full of all the Obligations, ceases to be in full force and effect; or any Loan Party or any other Person contests in any manner the validity or enforceability of any provision of any Loan Document; or any Loan Party denies that it has any or further liability or obligation under any provision of any Loan Document, or purports to revoke, terminate or rescind any provision of any Loan Document or seeks to avoid, limit or otherwise adversely affect any Lien purported to be created under any Security Document; or (ii) any Lien purported to be

134

created under any Security Document shall cease to be, or shall be asserted by any Loan Party or any other Person not to be, a valid and perfected Lien on any Collateral, with the priority required by the applicable Security Document and the Intercreditor Agreement; or

(k)Change of Control.  There occurs any Change of Control; or

(l)Cessation of Business.  Except as otherwise expressly permitted hereunder, any Loan Party, other than an Immaterial Subsidiary, shall take any action to suspend the operation of its business in the ordinary course, liquidate all or a material portion of its assets or Store locations, or employ an agent or other third party to conduct a program of closings, liquidations or “Going-Out-Of-Business” sales of any material portion of its business; or

(m)Loss of Collateral.  There occurs any uninsured loss to any material portion of the Collateral; or

(n)Breach of Contractual Obligation.  (i) Any Loan Party or any Subsidiary thereof fails to make any payment when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect of any Material Contract or fails to observe or perform any other agreement or condition relating to any such Material Contract or contained in any instrument or agreement evidencing, securing or relating thereto, or (ii) any other event occurs with respect to any Material Contract, the effect of which default or other event described in the foregoing clauses (i) or (ii) is to cause, or to permit, the counterparty to such Material Contract to terminate such Material Contract, unless such Material Contract has been replaced prior to, or concurrently with, the termination thereof in accordance with the terms of Section 7.12(a); or

(o)Indictment.  The indictment or institution of any legal process or proceeding against, any Loan Party or any Subsidiary thereof, under any federal, state, municipal, and other criminal statute, rule, regulation, order, or other requirement having the force of law for a felony and such indictment remains unquashed or undismissed for a period of ninety (90) days or more, unless the Agents, in their reasonable discretion, determined that the indictment is not material; or

(p)Guaranty.  The termination or attempted termination of any guarantee of the Obligations except as expressly permitted hereunder or under any other Loan Document.

8.02 Remedies Upon Event of Default.  If any Event of Default occurs and is continuing, the Administrative Agent may, or, at the request of the Required Lenders, shall, take any or all of the following actions:

(a)declare the Commitments of each Lender to make Loans and any obligation of the L/C Issuer to make L/C Credit Extensions to be terminated, whereupon such Commitments and obligation shall be terminated;

135

(b)declare the unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon, and all other amounts owing or payable hereunder or under any other Loan Document to be immediately due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Loan Parties;

(c)require that the Loan Parties Cash Collateralize the L/C Obligations; and

(d)whether or not the maturity of the Obligations shall have been accelerated pursuant hereto, proceed to protect, enforce and exercise all rights and remedies of the Credit Parties under this Agreement, any of the other Loan Documents or applicable Law, including, but not limited to, by suit in equity, action at law or other appropriate proceeding, whether for the specific performance of any covenant or agreement contained in this Agreement and the other Loan Documents or any instrument pursuant to which the Obligations are evidenced, and, if such amount shall have become due, by declaration or otherwise, proceed to enforce the payment thereof or any other legal or equitable right of the Credit Parties;

provided, however, that upon the occurrence of any Event of Default under Section 8.01(f) as to any Borrower, the obligation of each Lender to make Loans and any obligation of the L/C Issuer to make L/C Credit Extensions shall automatically terminate, the unpaid principal amount of all outstanding Loans and all interest and other amounts as aforesaid shall automatically become due and payable, and the obligation of the Loan Parties to Cash Collateralize the L/C Obligations as aforesaid shall automatically become effective, in each case without further act of the Administrative Agent or any Lender.

No remedy herein is intended to be exclusive of any other remedy and each and every remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at law or in equity or by statute or any other provision of Law.

8.03 Application of Funds.  After the exercise of remedies provided for in Section 8.02 (or after the Loans have automatically become immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 8.02), any amounts received on account of the Obligations shall be applied by the Administrative Agent in the following order:

First, to payment of that portion of the Obligations (excluding the Other Liabilities) constituting fees, indemnities, Credit Party Expenses and other amounts (including fees, charges and disbursements of counsel to the Administrative Agent and the Collateral Agent and amounts payable under Article III) payable to the Administrative Agent and the Collateral Agent, each in its capacity as such;

Second, to payment of that portion of the Obligations (excluding the Other Liabilities) constituting indemnities, Credit Party Expenses, and other amounts (other than principal, interest and fees) payable to the Lenders and the L/C Issuer (including fees, charges and disbursements of counsel to the respective Lenders and the L/C Issuer

136

and amounts payable under Article III), ratably among them in proportion to the amounts described in this clause Second payable to them;

Third, to the extent not previously reimbursed by the Lenders, to payment to the Agents of that portion of the Obligations constituting principal and accrued and unpaid interest on any Permitted Overadvances;

Fourth, to the extent that Swing Line Loans have not been refinanced by a Committed Loan, payment to the Swing Line Lender of that portion of the Obligations constituting accrued and unpaid interest on the Swing Line Loans;

Fifth, to the extent that Swing Line Loans have not been refinanced by a Committed Loan, to payment to the Swing Line Lender of that portion of the Obligations constituting unpaid principal of the Swing Line Loans;

Sixth, to payment of that portion of the Obligations constituting accrued and unpaid interest on the Loans, L/C Borrowings and other Obligations, and fees (including Letter of Credit Fees but excluding Early Termination Fees), ratably among the Lenders and the L/C Issuer in proportion to the respective amounts described in this clause Sixth payable to them;

Seventh, to payment of that portion of the Obligations constituting unpaid principal of the Loans and L/C Borrowings, ratably among the Lenders and the L/C Issuer in proportion to the respective amounts described in this clause Seventh held by them;

Eighth, to the Administrative Agent for the account of the L/C Issuer, to Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit;

Ninth, to payment of all other Obligations (including, without limitation, the cash collateralization of unliquidated indemnification obligations as provided in Section 10.04 and Early Termination Fees, but excluding any Other Liabilities), ratably among the Credit Parties in proportion to the respective amounts described in this clause Ninth held by them;

Tenth, to payment of that portion of the Obligations arising from Cash Management Services, ratably among the Credit Parties in proportion to the respective amounts described in this clause Tenth held by them;

Eleventh, to payment of all other Obligations arising from Bank Products, ratably among the Credit Parties in proportion to the respective amounts described in this clause Eleventh held by them; and

Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Loan Parties or as otherwise required by Law.

137

Subject to Section 2.03(c), amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Eighth above shall be applied to satisfy drawings under such Letters of Credit as they occur.  If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above.

ARTICLE IX
ADMINISTRATIVE AGENT

9.01 Appointment and Authority.

(a)Each of the Lenders and the L/C Issuer hereby irrevocably appoints Bank of America to act on its behalf as the Administrative Agent hereunder and under the other Loan Documents and authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto.  The provisions of this Article IX are solely for the benefit of the Administrative Agent, the Lenders and the L/C Issuer, and no Loan Party or any Subsidiary thereof shall have rights as a third party beneficiary of any of such provisions.

(b)Each of the Lenders (in its capacities as a Lender), Swing Line Lender and the L/C Issuer hereby irrevocably appoints Bank of America as Collateral Agent and authorizes the Collateral Agent to act as the agent of such Lender and the L/C Issuer for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto.  In this connection, the Collateral Agent, as “collateral agent”, and any co-agents, sub-agents and attorneys-in-fact appointed by the Collateral Agent pursuant to Section 9.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Collateral Documents, or for exercising any rights and remedies thereunder at the direction of the Collateral Agent), shall be entitled to the benefits of all provisions of this Article IX and Article X as though such co-agents, sub-agents and attorneys-in-fact were the “collateral agent” under the Loan Documents, as if set forth in full herein with respect thereto.

9.02 Rights as a Lender.  The Persons serving as the Agents hereunder shall have the same rights and powers in their capacity as a Lender as any other Lender and may exercise the same as though they were not the Administrative Agent or the Collateral Agent and the term “Lender” or “Lenders” shall, unless otherwise expressly indicated or unless the context otherwise requires, include the Person serving as the Administrative Agent or the Collateral Agent hereunder in its individual capacity.  Such Person and its Affiliates may accept deposits from, lend money to, act as the financial advisor or in any other advisory capacity for and generally engage in any kind of business with the Loan Parties or any Subsidiary or other Affiliate thereof as if such Person were not the Administrative Agent or the Collateral Agent hereunder and without any duty to account therefor to the Lenders.

138

9.03 Exculpatory Provisions.  The Agents shall not have any duties or obligations except those expressly set forth herein and in the other Loan Documents.  Without limiting the generality of the foregoing, the Agents:

(a)shall not be subject to any fiduciary or other implied duties, regardless of whether a Default or Event of Default has occurred and is continuing;

(b)shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by the other Loan Documents that the Administrative Agent or the Collateral Agent, as applicable, is required to exercise as directed in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents); provided that no Agent shall be required to take any action that, in its respective opinion or the opinion of its counsel, may expose such Agent to liability or that is contrary to any Loan Document or applicable Law; and

(c)shall not, except as expressly set forth herein and in the other Loan Documents, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Loan Parties or any of its Affiliates that is communicated to or obtained by the Person serving as the Administrative Agent, the Collateral Agent or any of its Affiliates in any capacity.

No Agent shall be liable for any action taken or not taken by it (i) with the Consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary, or as such Agent shall believe in good faith shall be necessary, under the circumstances as provided in Sections 10.01 and 8.02) or (ii) in the absence of its own gross negligence or willful misconduct, as determined by a final and non-appealable judgment of a court of competent jurisdiction.

The Agents shall not be deemed to have knowledge of any Default unless and until notice describing such Default is given to such Agent by the Loan Parties, a Lender or the L/C Issuer. In the event that the Agents obtain such actual knowledge or receive such a notice, the Agents shall give prompt notice thereof to each of the other Credit Parties.  Upon the occurrence of an Event of Default, the Agents shall take such action with respect to such Default or Event of Default as shall be reasonably directed by the Required Lenders.  Unless and until the Agents shall have received such direction, the Agents may (but shall not be obligated to) take such action, or refrain from taking such action, with respect to any such Default or Event of Default as they shall deem advisable in the best interest of the Credit Parties.  In no event shall the Agents be required to comply with any such directions to the extent that any Agent believes that its compliance with such directions would be unlawful.

The Agents shall not be responsible for, or have any duty to ascertain or inquire into, (i) any statement, warranty or representation made in or in connection with this Agreement or any other Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or

139

therein or the occurrence of any Default, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document or the creation, perfection or priority of any Lien purported to be created by the Security Documents, (v) the value or the sufficiency of any Collateral, or (vi) the satisfaction of any condition set forth in Article IV or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Agents.

9.04 Reliance by Agents.  Each Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing (including, but not limited to, any electronic message, Internet or intranet website posting or other distribution) believed by it to be genuine and to have been signed, sent or otherwise authenticated by the proper Person.  Each Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper Person, and shall not incur any liability for relying thereon.  In determining compliance with any condition hereunder to the making of a Loan, or the issuance of a Letter of Credit, that by its terms must be fulfilled to the satisfaction of a Lender or the L/C Issuer, the Administrative Agent may presume that such condition is satisfactory to such Lender or the L/C Issuer unless the Administrative Agent shall have received written notice to the contrary from such Lender or the L/C Issuer prior to the making of such Loan or the issuance of such Letter of Credit.  Each Agent may consult with legal counsel (who may be counsel for any Loan Party), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts.

9.05 Delegation of Duties.  Each Agent may perform any and all of its duties and exercise its rights and powers hereunder or under any other Loan Document by or through any one or more sub-agents appointed by such Agent.  Each Agent and any such sub-agent may perform any and all of its duties and exercise its rights and powers by or through their respective Related Parties.  The exculpatory provisions of this Article IX shall apply to any such sub-agent and to the Related Parties of the Agents and any such sub-agent, and shall apply to their respective activities in connection with the syndication of the credit facilities provided for herein as well as activities as such Agent.

9.06 Resignation of Agents.  Either Agent may at any time give written notice of its resignation to the Lenders, the L/C Issuer and the Lead Borrower.  Upon receipt of any such notice of resignation, the Required Lenders shall have the right, with the consent of the Lead Borrower (such consent not to be unreasonably withheld or delayed) unless an Event of Default has occurred and is continuing, to appoint a successor, which shall be an Eligible Assignee.  If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may on behalf of the Lenders and the L/C Issuer appoint a successor Administrative Agent or Collateral Agent, as applicable, meeting the qualifications set forth above; provided that, if the Administrative Agent or the Collateral Agent shall notify the Lead Borrower and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (a) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any Collateral held by the Collateral Agent on behalf of the Lenders or the L/C Issuer under any of the Loan Documents, the retiring Collateral Agent

140

shall continue to hold such collateral security until such time as a successor Collateral Agent is appointed) and (b) all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender and the L/C Issuer directly, until such time as the Required Lenders (in consultation with the Lead Borrower) appoint a successor Administrative Agent as provided for above in this Section 9.06.  Upon the acceptance of a successor’s appointment as Administrative Agent or Collateral Agent, as applicable, hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section 9.06).  The fees payable by the Borrowers to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Lead Borrower and such successor.  After the retiring Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article IX and Section 10.04 shall continue in effect for the benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Agent was acting as Administrative Agent or Collateral Agent hereunder.

Any resignation by Bank of America as Administrative Agent pursuant to this Section 9.06 shall also constitute its resignation as L/C Issuer and Swing Line Lender.  Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer and Swing Line Lender, (b) the retiring L/C Issuer and Swing Line Lender shall be discharged from all of their respective duties and obligations hereunder or under the other Loan Documents, and (c) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring L/C Issuer to effectively assume the obligations of the retiring L/C Issuer with respect to such Letters of Credit.

9.07 Non-Reliance on Administrative Agent and Other Lenders.  Each Lender and the L/C Issuer acknowledges that it has, independently and without reliance upon the Agents or any other Lender or any of their Related Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement.  Each Lender and the L/C Issuer also acknowledges that it will, independently and without reliance upon the Agents or any other Lender or any of their Related Parties and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or any related agreement or any document furnished hereunder or thereunder.  Except as provided in Section 9.11, the Agents shall not have any duty or responsibility to provide any Credit Party with any other credit or other information concerning the affairs, financial condition or business of any Loan Party that may come into the possession of the Agents.

9.08 Administrative Agent May File Proofs of Claim.  In case of the pendency of any proceeding under any Debtor Relief Law or any other judicial proceeding relative to any Loan Party, the Administrative Agent (irrespective of whether the principal of any Loan or L/C Obligation shall then be due and payable as herein expressed or by declaration or otherwise and

141

irrespective of whether the Administrative Agent shall have made any demand on the Loan Parties) shall be entitled and empowered, by intervention in such proceeding or otherwise

(a)to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, L/C Obligations and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders, the L/C Issuer, the Administrative Agent and the other Credit Parties (including any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders, the L/C Issuer, the Administrative Agent, such Credit Parties and their respective agents and counsel and all other amounts due the Lenders, the L/C Issuer the Administrative Agent and such Credit Parties under Sections 2.03(i) and 2.03(j), as applicable, 2.09 and 10.04) allowed in such judicial proceeding; and

(b)to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same;

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender and the L/C Issuer to make such payments to the Administrative Agent and, if the Administrative Agent shall consent to the making of such payments directly to the Lenders and the L/C Issuer, to pay to the Administrative Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Administrative Agent and its agents and counsel, and any other amounts due the Administrative Agent under Sections 2.09 and 10.04.

Nothing contained herein shall be deemed to authorize the Administrative Agent to authorize or consent to or accept or adopt on behalf of any Lender or the L/C Issuer any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender or the L/C Issuer or to authorize the Administrative Agent to vote in respect of the claim of any Lender or the L/C Issuer in any such proceeding.

9.09 Collateral and Guaranty Matters.  The Credit Parties irrevocably authorize the Agents, at their option and in their discretion,

(a)to release any Lien on any property granted to or held by the Collateral Agent under any Loan Document (i) upon termination of the Aggregate Commitments and payment in full of all Obligations (other than contingent indemnification obligations for which no claim has been asserted and any Other Liabilities which are not by their terms then due and payable, provided that the Agents shall have received such indemnities and collateral security as they shall have required in accordance with the terms of Section 10.11 to protect the Credit Parties against any obligations that may thereafter arise with respect to such Other Liabilities) and the expiration or termination of all Letters of Credit, (ii) that is sold or to be sold as part of or in connection with any sale permitted hereunder or under any other Loan Document, or (iii) if approved, authorized or ratified in writing by the Required Lenders in accordance with Section 10.01;

142

(b)to subordinate any Lien on any property granted to or held by the Collateral Agent under any Loan Document to the holder of any Lien on such property that is permitted by clause (h) of the definition of Permitted Encumbrances; and

(c)to release any Guarantor from its obligations under any guarantee of the Obligations if such Person ceases to be a Subsidiary as a result of a transaction permitted hereunder.

Upon request by any Agent at any time, the Required Lenders will confirm in writing such Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under any guarantee of the Obligations pursuant to this Section 9.09.  In each case as specified in this Section 9.09, the Agents will, at the Loan Parties’ expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Security Documents or to subordinate its interest in such item, or to release such Guarantor from its obligations under any guarantee of the Obligations, in each case in accordance with the terms of the Loan Documents and this Section 9.09.

9.10 Notice of Transfer.  The Agents may deem and treat a Lender party to this Agreement as the owner of such Lender’s portion of the Obligations for all purposes, unless and until, and except to the extent, an Assignment and Acceptance shall have become effective as set forth in Section 10.06.

9.11 Reports and Financial Statements.  By signing this Agreement, each Lender:

(a)agrees to furnish the Administrative Agent, after the occurrence and during the continuance of a Cash Dominion Event (and thereafter at such frequency as the Administrative Agent may reasonably request), with a summary of all Other Liabilities due or to become due to such Lender. In connection with any distributions to be made hereunder, the Administrative Agent shall be entitled to assume that no amounts are due to any Lender on account of Other Liabilities unless the Administrative Agent has received written notice thereof from such Lender;

(b)is deemed to have requested that the Administrative Agent furnish such Lender, promptly after they become available, copies of all financial statements required to be delivered by the Lead Borrower hereunder and all commercial finance examinations and appraisals of the Collateral received by the Agents (collectively, the “Reports”);

(c)expressly agrees and acknowledges that the Administrative Agent makes no representation or warranty as to the accuracy of the Reports, and shall not be liable for any information contained in any Report;

(d)expressly agrees and acknowledges that the Reports are not comprehensive audits or examinations, that the Agents or any other party performing any audit or examination will inspect only specific information regarding the Loan

143

Parties and will rely significantly upon the Loan Parties’ books and records, as well as on representations of the Loan Parties’ personnel;

(e)agrees to keep all Reports confidential in accordance with the provisions of Section 10.07 hereof; and

(f)without limiting the generality of any other indemnification provision contained in this Agreement, agrees: (i) to hold the Agents and any such other Lender preparing a Report harmless from any action the indemnifying Lender may take or conclusion the indemnifying Lender may reach or draw from any Report in connection with any Credit Extensions that the indemnifying Lender has made or may make to the Borrowers, or the indemnifying Lender’s participation in, or the indemnifying Lender’s purchase of, a Loan or Loans; and (ii) to pay and protect, and indemnify, defend, and hold the Agents and any such other Lender preparing a Report harmless from and against, the claims, actions, proceedings, damages, costs, expenses, and other amounts (including attorney costs) incurred by the Agents and any such other Lender preparing a Report as the direct or indirect result of any third parties who might obtain all or part of any Report through the indemnifying Lender.

9.12 Agency for Perfection.  Each Lender hereby appoints each other Lender as agent for the purpose of perfecting Liens for the benefit of the Agents and the Lenders, in assets which, in accordance with Article 9 of the UCC or any other applicable Law of the United States can be perfected only by possession.  Should any Lender (other than the Agents) obtain possession of any such Collateral, such Lender shall notify the Agents thereof, and, promptly upon the Collateral Agent’s request therefor shall deliver such Collateral to the Collateral Agent or otherwise deal with such Collateral in accordance with the Collateral Agent’s instructions.

9.13 Indemnification of Agents.  The Lenders shall indemnify the Agents (to the extent not reimbursed by the Loan Parties and without limiting the obligations of the Loan Parties hereunder), ratably according to their Applicable Percentages, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever that may be imposed on, incurred by, or asserted against any Agent in any way relating to or arising out of this Agreement or any other Loan Document or any action taken or omitted to be taken by any Agent in connection therewith; provided that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from such Agent’s gross negligence or willful misconduct as determined by a final and nonappealable judgment of a court of competent jurisdiction.

9.14 Relation among Lenders.  The Lenders are not partners or co-venturers, and no Lender shall be liable for the acts or omissions of, or (except as otherwise set forth herein in case of the Agents) authorized to act for, any other Lender.

9.15 Defaulting Lender.

(a)If for any reason any Lender shall fail or refuse to abide by its obligations under this Agreement, including without limitation its obligation to make available to

144

the Administrative Agent its Applicable Percentage of any Loans, expenses or setoff or purchase its Applicable Percentage of a participation interest in the Swingline Loans or L/C Borrowings and such failure is not cured within one (1) Business Day after receipt from the Administrative Agent of written notice thereof, then, in addition to the rights and remedies that may be available to the other Credit Parties, the Loan Parties or any other party at law or in equity, and not in limitation thereof, (i) such Defaulting Lender’s right to participate in the administration of, or decision-making rights related to, the Obligations, this Agreement or the other Loan Documents shall be suspended during the pendency of such failure or refusal, and (ii) a Defaulting Lender shall be deemed to have assigned any and all payments due to it from the Loan Parties, whether on account of outstanding Loans, interest, fees or otherwise, to the remaining non-Defaulting Lenders for application to, and reduction of, their proportionate shares of all outstanding Obligations until, as a result of application of such assigned payments the Lenders’ respective Applicable Percentages of all outstanding Obligations shall have returned to those in effect immediately prior to such delinquency and without giving effect to the nonpayment causing such delinquency, and (iii) at the option of the Administrative Agent, any amount payable to such Defaulting Lender hereunder (whether on account of principal, interest, fees or otherwise) shall, in lieu of being distributed to such Defaulting Lender, be retained by the Administrative Agent as cash collateral for future funding obligations of the Defaulting Lender in respect of any Loan or existing or future participating interest in any Swing Line Loan or Letter of Credit.  The Defaulting Lender’s decision-making and participation rights and rights to payments as set forth in clauses (i) and (ii) hereinabove shall be restored only upon the payment by the Defaulting Lender of its Applicable Percentage of any Obligations, any participation obligation, or expenses as to which it is delinquent, together with interest thereon at the rate set forth in Section 2.12 hereof from the date when originally due until the date upon which any such amounts are actually paid.

(b)The non-Defaulting Lenders shall also have the right, but not the obligation, in their respective, sole and absolute discretion, to cause the termination and assignment, without any further action by the Defaulting Lender for no cash consideration (pro rata, based on the respective Commitments of those Lenders electing to exercise such right), of the Defaulting Lender’s Commitment to fund future Loans.  Upon any such purchase of the Applicable Percentage of any Defaulting Lender, the Defaulting Lender’s share in future Credit Extensions and its rights under the Loan Documents with respect thereto shall terminate on the date of purchase, and the Defaulting Lender shall promptly execute all documents reasonably requested to surrender and transfer such interest, including, if so requested, an Assignment and Acceptance.

(c)Each Defaulting Lender shall indemnify the Administrative Agent and each non-Defaulting Lender from and against any and all loss, damage or expenses, including but not limited to reasonable attorneys’ fees and funds advanced by the Administrative Agent or by any non-Defaulting Lender, on account of a Defaulting Lender’s failure to timely fund its Applicable Percentage of a Loan or to otherwise perform its obligations under the Loan Documents.

145

9.16 Syndication Agents and Co-Lead Arrangers.  Notwithstanding the provisions of this Agreement or any of the other Loan Documents, neither any Person who is or becomes a Syndication Agent nor the Arrangers, in their capacities as such, shall have any powers, rights, duties, responsibilities or liabilities with respect to this Agreement and the other Loan Documents.

ARTICLE X
MISCELLANEOUS

10.01   Amendments, Etc.  No amendment or waiver of any provision of this Agreement or any other Loan Document, and no Consent to any departure by any Loan Party therefrom, shall be effective unless in writing signed by the Administrative Agent, with the Consent of the Required Lenders, and the Lead Borrower or the applicable Loan Party, as the case may be, and each such waiver or Consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no such amendment, waiver or consent shall:

(a)extend or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 8.02) without the written Consent of such Lender;

(b)as to any Lender, postpone any date fixed by this Agreement or any other Loan Document for (i) any scheduled payment (including the Maturity Date) or mandatory prepayment of principal, interest, fees or other amounts due hereunder or under any of the other Loan Documents without the written Consent of such Lender, or (ii) any scheduled or mandatory reduction of the Aggregate Commitments hereunder or under any other Loan Document without the written Consent of such Lender;

(c)as to any Lender, reduce the principal of, or the rate of interest specified herein on, any Loan or L/C Borrowing, or (subject to clause (iv) of the second proviso to this Section 10.01) any fees or other amounts payable hereunder or under any other Loan Document, without the written Consent of such Lender; provided, however, that only the Consent of the Required Lenders shall be necessary to amend the definition of “Default Rate” or to waive any obligation of the Borrowers to pay interest or Letter of Credit Fees at the Default Rate;

(d)as to any Lender, change Section 2.13 or Section 8.03 in a manner that would alter the pro rata sharing of payments required thereby without the written Consent of such Lender;

(e)change any provision of this Section 10.01 or the definition of “Required Lenders” or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder, without the written Consent of each Lender;

146

(f)except in connection with Permitted Dispositions, release, or limit the liability of, any Loan Party, other than an Immaterial Subsidiary, without the written Consent of each Lender;

(g)except in connection with Permitted Dispositions, release all or substantially all of the Collateral from the Liens of the Security Documents without the written Consent of each Lender;

(h)except as provided in Section 2.15, increase the Aggregate Commitments without the written Consent of each Lender;

(i)change the definition of the term “Borrowing Base” or any component definition thereof if, as a result thereof, the amounts available to be borrowed by the Borrowers would be increased without the written Consent of each Lender, provided that the foregoing shall not limit the discretion of the Administrative Agent to change, establish or eliminate any Reserves;

(j)modify the definition of Permitted Overadvance so as to increase the amount thereof or, except as otherwise provided in such definition, the time period for a Permitted Overadvance without the written Consent of each Lender; and

(k)except as expressly permitted herein or in any other Loan Document, subordinate the Obligations hereunder or the Liens granted hereunder or under the other Loan Documents, to any other Indebtedness or Lien, as the case may be without the written Consent of each Lender;

and, provided further, that: (i) no amendment, waiver or Consent shall, unless in writing and signed by the L/C Issuer in addition to the Lenders required above, affect the rights or duties of the L/C Issuer under this Agreement or any Issuer Document relating to any Letter of Credit issued or to be issued by it; (ii) no amendment, waiver or Consent shall, unless in writing and signed by the Swing Line Lender in addition to the Lenders required above, affect the rights or duties of the Swing Line Lender under this Agreement; (iii) no amendment, waiver or Consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document; (iv) no amendment, waiver or Consent shall, unless in writing and signed by the Collateral Agent in addition to the Lenders required above, affect the rights or duties of the Collateral Agent under this Agreement or any other Loan Document; (v) any member of the Sponsor Group that at any time holds any portion of the Obligations or Commitments shall be subject to the Sponsor Lender Limitations; and (vi) the Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto.  Notwithstanding anything to the contrary herein, no Defaulting Lender or Deteriorating Lender shall have any right to approve or disapprove any amendment, waiver or Consent hereunder, except that the Commitment of such Lender may not be increased or extended without the consent of such Lender.

If any Lender does not Consent (a “Non-Consenting Lender”) to a proposed amendment, waiver, consent or release with respect to any Loan Document that requires the Consent of each

147

Lender and that has been approved by the Required Lenders, the Lead Borrower may replace such Non-Consenting Lender in accordance with Section 10.13; provided that such amendment, waiver, consent or release can be effected as a result of the assignment contemplated by such Section (together with all other such assignments required by the Lead Borrower to be made pursuant to this paragraph).

10.02   Notices; Effectiveness; Electronic Communications.

(a)Notices Generally.  Except in the case of notices and other communications expressly permitted to be given by telephone (and except as provided in subsection (b) below), all notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by telecopier as follows, and all notices and other communications expressly permitted hereunder to be given by telephone shall be made to the applicable telephone number, as follows:

(i)if to the Loan Parties, the Agents, the L/C Issuer or the Swing Line Lender, to the address, telecopier number, electronic mail address or telephone number specified for such Person on Schedule 10.02; and

(ii)if to any other Lender, to the address, telecopier number, electronic mail address or telephone number specified in its Administrative Questionnaire.

Notices sent by hand or overnight courier service, or mailed by certified or registered mail, shall be deemed to have been given when received; notices sent by telecopier shall be deemed to have been given when sent (except that, if not given during normal business hours for the recipient, shall be deemed to have been given at the opening of business on the next Business Day for the recipient).  Notices delivered through electronic communications to the extent provided in subsection (b) below, shall be effective as provided in such subsection (b).

(b)Electronic Communications.  Notices and other communications to the Lenders and the L/C Issuer hereunder may be delivered or furnished by electronic communication (including e-mail and Internet or intranet websites) pursuant to procedures approved by the Administrative Agent, provided that the foregoing shall not apply to notices to any Lender or the L/C Issuer pursuant to Article II if such Lender or the L/C Issuer, as applicable, has notified the Administrative Agent that it is incapable of receiving notices under Article II by electronic communication.  The Administrative Agent or the Lead Borrower may, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it, provided that approval of such procedures may be limited to particular notices or communications.

Unless the Administrative Agent otherwise prescribes, (i) notices and other communications sent to an e-mail address shall be deemed received upon the sender’s receipt of an acknowledgement from the intended recipient (such as by the “return receipt requested” function, as available, return e-mail or other written acknowledgement), provided that if such notice or other communication is not sent during the normal business hours of the recipient, such

148

notice or communication shall be deemed to have been sent at the opening of business on the next Business Day for the recipient, and (ii) notices or communications posted to an Internet or intranet website shall be deemed received upon the deemed receipt by the intended recipient at its e-mail address as described in the foregoing clause (i) of notification that such notice or communication is available and identifying the website address therefor.

(c)The Platform.  THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.”  THE AGENT PARTIES (AS DEFINED BELOW) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE BORROWER MATERIALS OR THE ADEQUACY OF THE PLATFORM, AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS IN OR OMISSIONS FROM THE BORROWER MATERIALS.  NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY ANY AGENT PARTY IN CONNECTION WITH THE BORROWER MATERIALS OR THE PLATFORM.  In no event shall the Agents or any of their Related Parties (collectively, the “Agent Parties”) have any liability to any Loan Party, any Lender, the L/C Issuer or any other Person for losses, claims, damages, liabilities or expenses of any kind (whether in tort, contract or otherwise) arising out of the Loan Parties’ or the Administrative Agent’s transmission of Borrower Materials through the Internet, except to the extent that such losses, claims, damages, liabilities or expenses are determined by a court of competent jurisdiction by a final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Agent Party; provided, however, that in no event shall any Agent Party have any liability to any Loan Party, any Lender, the L/C Issuer or any other Person for indirect, special, incidental, consequential or punitive damages (as opposed to direct or actual damages).

(d)Change of Address, Etc.  Each of the Loan Parties, the Agents, the L/C Issuer and the Swing Line Lender may change its address, telecopier or telephone number for notices and other communications hereunder by notice to the other parties hereto.  Each other Lender may change its address, telecopier or telephone number for notices and other communications hereunder by notice to the Lead Borrower, the Agents, the L/C Issuer and the Swing Line Lender.  In addition, each Lender agrees to notify the Administrative Agent from time to time to ensure that the Administrative Agent has on record (i) an effective address, contact name, telephone number, telecopier number and electronic mail address to which notices and other communications may be sent and (ii) accurate wire instructions for such Lender.

(e)Reliance by Agents, L/C Issuer and Lenders.  The Agents, the L/C Issuer and the Lenders shall be entitled to rely and act upon any notices (including telephonic Committed Loan Notices and Swing Line Loan Notices) purportedly given by or on behalf of the Loan Parties even if (i) such notices were not made in a manner specified herein, were incomplete or were not preceded or followed by any other form of notice specified herein, or (ii) the terms thereof, as understood by the recipient, varied from any confirmation thereof.  The Loan Parties shall indemnify the Agents, the L/C

149

Issuer, each Lender and the Related Parties of each of them from all losses, costs, expenses and liabilities resulting from the reliance by such Person on each notice purportedly given by or on behalf of the Loan Parties.  All telephonic notices to and other telephonic communications with the Agents may be recorded by the Agents, and each of the parties hereto hereby consents to such recording.

10.03No Waiver; Cumulative Remedies.  No failure by any Credit Party to exercise, and no delay by any such Person in exercising, any right, remedy, power or privilege hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder or under any other Loan Document preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.  The rights, remedies, powers and privileges provided herein and in the other Loan Documents are cumulative and not exclusive of any rights, remedies, powers and privileges provided by law.  Without limiting the generality of the foregoing, the making of a Loan or issuance of a Letter of Credit shall not be construed as a waiver of any Default or Event of Default, regardless of whether any Credit Party may have had notice or knowledge of such Default or Event of Default at the time.

10.04   Expenses; Indemnity; Damage Waiver.

(a)Costs and Expenses.  The Borrowers shall pay all Credit Party Expenses (excluding any Taxes, the payment of which shall be governed by Section 3.01 of this Agreement).

(b)Indemnification by the Loan Parties.  The Loan Parties shall indemnify the Agents (and any sub-agent thereof), each other Credit Party, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless (on an after tax basis) from, any and all losses, claims, causes of action, damages, liabilities, settlement payments, costs and related expenses (including the fees, charges and disbursements of any counsel for any Indemnitee), incurred by any Indemnitee or asserted against any Indemnitee by any third party or by any Borrower or any other Loan Party arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, or, in the case of the Agents (and any sub-agents thereof) and their Related Parties only, the administration of this Agreement and the other Loan Documents, (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by the L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by any Loan Party or any of its Subsidiaries, or any Environmental Liability related in any way to any Loan Party or any of its Subsidiaries, (iv) any claims of, or amounts paid by any Credit Party to, a Blocked Account Bank or other Person which has entered into a control agreement with any Credit Party hereunder, or (v) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by any Borrower or any other Loan Party or any of the Loan Parties’ directors,

150

shareholders or creditors, and regardless of whether any Indemnitee is a party thereto, in all cases, whether or not caused by or arising, in whole or in part, out of the comparative, contributory or sole negligence of the Indemnitee; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or (y) result from a claim brought by a Borrower or any other Loan Party against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if the Borrowers or such Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction.  For the avoidance of doubt, this Section 10.04(b) shall not apply with respect to Taxes, which shall be governed by Section 3.01.

(c)Waiver of Consequential Damages, Etc.  To the fullest extent permitted by applicable Law, the Loan Parties shall not assert, and hereby waive, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or Letter of Credit or the use of the proceeds thereof.  No Indemnitee shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed to such unintended recipients by such Indemnitee through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby other than for direct or actual damages resulting from the gross negligence or willful misconduct of such Indemnitee as determined by a final and nonappealable judgment of a court of competent jurisdiction.

(d)Payments.  All amounts due under this Section 10.04 shall be payable on demand.

(e)Survival.  The agreements in this Section 10.04 shall survive the resignation of any Agent and the L/C Issuer, the assignment of any Commitment or Loan by any Lender, the replacement of any Lender, the termination of the Aggregate Commitments and the repayment, satisfaction or discharge of all the other Obligations.

10.05   Payments Set Aside.  To the extent that any payment by or on behalf of the Loan Parties is made to any Credit Party, or any Credit Party exercises its right of setoff, and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by such Credit Party in its discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any Debtor Relief Law or otherwise, then (a) to the extent of such recovery, the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such setoff had not occurred, and (b) each Lender and the L/C Issuer severally agrees to pay to the Agents upon demand its Applicable Percentage (without duplication) of any amount so recovered from or repaid by the Agents, plus interest thereon from the date of such demand to the date such payment is made at a rate per annum equal to the Federal Funds Rate from time to

151

time in effect.  The obligations of the Lenders and the L/C Issuer under clause (b) of the preceding sentence shall survive the payment in full of the Obligations and the termination of this Agreement.

10.06   Successors and Assigns.

(a)Successors and Assigns Generally.  The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that no Loan Party may assign or otherwise transfer any of its rights or obligations hereunder or under any other Loan Document without the prior written Consent of the Administrative Agent and each Lender and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an Eligible Assignee in accordance with the provisions of Section 10.06(b), (ii) by way of participation in accordance with the provisions of Section 10.06(d), or (iii) by way of pledge or assignment of a security interest subject to the restrictions of Section 10.06(f) (and any other attempted assignment or transfer by any party hereto shall be null and void).  Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in Section 10.06(d) and, to the extent expressly contemplated hereby, the Related Parties of each of the Credit Parties) any legal or equitable right, remedy or claim under or by reason of this Agreement.

(b)Assignments by Lenders.  Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment(s) and the Loans (including for purposes of this Section 10.06(b), participations in L/C Obligations and in Swing Line Loans) at the time owing to it); provided that any such assignment shall be subject to the following conditions:

(i)Minimum Amounts.

(A)in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and the Loans at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, no minimum amount need be assigned; and

(B)in any case not described in Section 10.06(b)(i)(A), the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment, determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date, shall not be less than $5,000,000 unless each of the Administrative Agent and, so long as no Default or

152

Event of Default has occurred and is continuing, the Lead Borrower otherwise consents (each such consent not to be unreasonably withheld or delayed); provided, however, that concurrent assignments to members of an Assignee Group and concurrent assignments from members of an Assignee Group to a single Eligible Assignee (or to an Eligible Assignee and members of its Assignee Group) will be treated as a single assignment for purposes of determining whether such minimum amount has been met;

(ii)Proportionate Amounts.  Each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loans or the Commitment assigned, except that this clause (ii) shall not apply to the Swing Line Lender’s rights and obligations in respect of Swing Line Loans;

(iii)Required Consents.  No consent shall be required for any assignment except to the extent required by Section 10.06(b)(i)(B) and, in addition:

(A)the consent of the Lead Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (1) a Default or Event of Default has occurred and is continuing at the time of such assignment or (2) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund with respect to such Lender; and

(B)the consent of the Administrative Agent, the L/C Issuer and the Swing Line Lender (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of any Commitment if such assignment is to a Person that is not a Lender, an Affiliate of such Lender or an Approved Fund with respect to such Lender.

(iv)Assignment and Assumption.  The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500; provided, however, that the Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment. The assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire.

Subject to acceptance and recording thereof by the Administrative Agent pursuant to Section 10.06(c), from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 3.01, 3.04, 3.05, and 10.04 with respect to facts

153

and circumstances occurring prior to the effective date of such assignment.  Upon request, the Borrowers (at their expense) shall execute and deliver a Note to the assignee Lender.  Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 10.06(d).

(c)Register.  The Administrative Agent, acting solely for this purpose as an agent of the Borrowers, shall maintain at the Administrative Agent’s Office a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitments of, and principal amounts of the Loans and L/C Obligations owing to, each Lender pursuant to the terms hereof from time to time (the “Register”).  The entries in the Register shall be conclusive, absent manifest error, and the Loan Parties, the Administrative Agent and the Lenders may treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary.  The Register shall be available for inspection by the Lead Borrower and any Lender at any reasonable time and from time to time upon reasonable prior notice.

(d)Participations.  Any Lender may at any time, without the consent of, or notice to, the Loan Parties or the Administrative Agent, sell participations to any Person (other than a natural person or the Loan Parties or any of the Loan Parties’ Affiliates or Subsidiaries) (each, a “Participant”) in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Loans (including such Lender’s participations in L/C Obligations and/or Swing Line Loans) owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Loan Parties, the Agents, the Lenders and the L/C Issuer shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement.  Any Participant shall agree in writing to comply with all confidentiality obligations set forth in Section 10.07 as if such Participant was a Lender hereunder.

Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any  provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in the first proviso to Section 10.01 that affects such Participant.  Subject to Section 10.06(e), the Loan Parties agree that each Participant shall be entitled to the benefits of Sections 3.01, 3.04 and 3.05 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 10.06(b).  To the extent permitted by Law, each Participant also shall be entitled to the benefits of Section 10.08 as though it were a Lender, provided that such Participant agrees to be subject to Section 2.13 as though it were a Lender.

154

(e)Limitations upon Participant Rights.  A Participant shall not be entitled to receive any greater payment under Sections 3.01 or 3.04 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Lead Borrower’s prior written consent.  A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 3.01 unless the Lead Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Loan Parties, to comply with Section 3.01(e) as though it were a Lender.

(f)Certain Pledges.  Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement (including under its Note, if any) to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank; provided that no such pledge or assignment shall release such Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.

(g)Electronic Execution of Assignments.  The words “execution,” “signed,” “signature,” and words of like import in any Assignment and Assumption shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable Law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act.

(h)Resignation as L/C Issuer or Swing Line Lender after Assignment.  Notwithstanding anything to the contrary contained herein, if at any time Bank of America assigns all of its Commitment and Loans pursuant to Section 10.06(b), Bank of America may, (i) upon 30 days’ notice to the Lead Borrower and the Lenders, resign as L/C Issuer and/or (ii) upon 30 days’ notice to the Lead Borrower, resign as Swing Line Lender.  In the event of any such resignation as L/C Issuer or Swing Line Lender, the Lead Borrower shall be entitled to appoint from among the Lenders a successor L/C Issuer or Swing Line Lender hereunder; provided, however, that no failure by the Lead Borrower to appoint any such successor shall affect the resignation of Bank of America as L/C Issuer or Swing Line Lender, as the case may be.  If Bank of America resigns as L/C Issuer, it shall retain all the rights, powers, privileges and duties of the L/C Issuer hereunder with respect to all Letters of Credit outstanding as of the effective date of its resignation as L/C Issuer and all L/C Obligations with respect thereto (including the right to require the Lenders to make Prime Rate Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.03(c)).  If Bank of America resigns as Swing Line Lender, it shall retain all the rights of the Swing Line Lender provided for hereunder with respect to Swing Line Loans made by it and outstanding as of the effective date of such resignation, including the right to require the Lenders to make Prime Rate Loans or fund risk participations in outstanding Swing Line Loans pursuant to Section 2.04(c).  Upon the appointment of a

155

successor L/C Issuer and/or Swing Line Lender, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer or Swing Line Lender, as the case may be, and (b) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to Bank of America to effectively assume the obligations of Bank of America with respect to such Letters of Credit.

10.07   Treatment of Certain Information; Confidentiality.  Each of the Credit Parties agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Affiliates and Approved Funds and to its and its Affiliates’ and Approved Funds’ respective partners, directors, officers, employees, agents, funding sources, attorneys, advisors and representatives (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent requested by any regulatory authority purporting to have jurisdiction over it (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (c) to the extent required by applicable Laws or regulations or by any subpoena or similar legal process, (d) to any other party hereto, (e) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section 10.07, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to any Loan Party and its obligations, (g) with the consent of the Lead Borrower or (h) to the extent such Information (x) becomes publicly available other than as a result of a breach of this Section 10.07 or (y) becomes available to any Credit Party or any of their respective Affiliates on a non-confidential basis from a source other than the Loan Parties.

For purposes of this Section 10.07, “Information” means all information received from the Loan Parties or any Subsidiary thereof relating to the Loan Parties or any Subsidiary thereof or their respective businesses, other than any such information that is available to any Credit Party on a non-confidential basis prior to disclosure by the Loan Parties or any Subsidiary thereof, provided that, in the case of information received from any Loan Party or any Subsidiary after the date hereof, such information is clearly identified at the time of delivery as confidential.  Any Person required to maintain the confidentiality of Information as provided in this Section 10.07 shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information.

Each of the Credit Parties acknowledges that (a) the Information may include material non-public information concerning the Loan Parties or a Subsidiary, as the case may be, (b) it has developed compliance procedures regarding the use of material non-public information and (c) it will handle such material non-public information in accordance with applicable Law, including Federal and state securities Laws.

156

10.08Right of Setoff.  If an Event of Default shall have occurred and be continuing or if any Lender shall have been served with a trustee process or similar attachment relating to property of a Loan Party, each Lender, the L/C Issuer and each of their respective Affiliates is hereby authorized at any time and from time to time, after obtaining the prior written consent of the Administrative Agent or the Required Lenders, to the fullest extent permitted by applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) or other property at any time held and other obligations (in whatever currency) at any time owing by such Lender, the L/C Issuer or any such Affiliate to or for the credit or the account of the Borrowers or any other Loan Party against any and all of the Obligations now or hereafter existing under this Agreement or any other Loan Document to such Lender or the L/C Issuer, regardless of the adequacy of the Collateral, and irrespective of whether or not such Lender or the L/C Issuer shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrowers or such Loan Party may be contingent or unmatured or are owed to a branch or office of such Lender or the L/C Issuer different from the branch or office holding such deposit or obligated on such indebtedness.  The rights of each Lender, the L/C Issuer and their respective Affiliates under this Section 10.08 are in addition to other rights and remedies (including other rights of setoff) that such Lender, the L/C Issuer or their respective Affiliates may have.  Each Lender and the L/C Issuer agrees to notify the Lead Borrower and the Administrative Agent promptly after any such setoff and application, provided that the failure to give such notice shall not affect the validity of such setoff and application.

10.09Interest Rate Limitation.  Notwithstanding anything to the contrary contained in any Loan Document, the interest paid or agreed to be paid under the Loan Documents shall not exceed the maximum rate of non-usurious interest permitted by applicable Law (the “Maximum Rate”).  If the Administrative Agent or any Lender shall receive interest in an amount that exceeds the Maximum Rate, the excess interest shall be applied to the principal of the Loans or, if it exceeds such unpaid principal, refunded to the Borrowers.  In determining whether the interest contracted for, charged, or received by the Administrative Agent or a Lender exceeds the Maximum Rate, such Person may, to the extent permitted by applicable Law, (a) characterize any payment that is not principal as an expense, fee, or premium rather than interest, (b) exclude voluntary prepayments and the effects thereof, and (c) amortize, prorate, allocate, and spread in equal or unequal parts the total amount of interest throughout the contemplated term of the Obligations hereunder.

10.10Counterparts; Integration; Effectiveness.  This Agreement may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract.  This Agreement and the other Loan Documents constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof.  Except as provided in Section 4.01, this Agreement shall become effective when it shall have been executed by the Administrative Agent and when the Administrative Agent shall have received counterparts hereof that, when taken together, bear the signatures of each of the other parties hereto.  Delivery of an executed counterpart of a signature page of this Agreement by telecopy shall be as effective as delivery of a manually executed counterpart of this Agreement.

157

10.11Survival.  All representations and warranties made hereunder and in any other Loan Document or other document delivered pursuant hereto or thereto or in connection herewith or therewith shall survive the execution and delivery hereof and thereof.  Such representations and warranties have been or will be relied upon by the Credit Parties, regardless of any investigation made by any Credit Party or on their behalf and notwithstanding that any Credit Party may have had notice or knowledge of any Default or Event of Default at the time of any Credit Extension, and shall continue in full force and effect as long as any Loan or any other Obligation (other than any Obligation in respect of the Other Liabilities) hereunder shall remain unpaid or unsatisfied or any Letter of Credit shall remain outstanding.  Further, the provisions of Article III, Article IX and Section 10.04 shall survive and remain in full force and effect until the expiration or termination of the Letters of Credit and the Commitments or the termination of this Agreement or any provision hereof and repayment of all of the Obligations (including, without limitation, those arising under Article III, Article IX and Section 10.04) hereunder.  In connection with the termination of this Agreement and the release and termination of the security interests in the Collateral, the Agents may require such indemnities and collateral security as they shall reasonably deem necessary or appropriate to protect the Credit Parties against (x) loss on account of credits previously applied to the Obligations that may subsequently be reversed or revoked, (y) any obligations that may thereafter arise with respect to the Other Liabilities, and (z) any Obligations that may thereafter arise under Section 10.04 hereof.

10.12Severability.  If any provision of this Agreement or the other Loan Documents is held to be illegal, invalid or unenforceable, (a) the legality, validity and enforceability of the remaining provisions of this Agreement and the other Loan Documents shall not be affected or impaired thereby and (b) the parties shall endeavor in good faith negotiations to replace the illegal, invalid or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the illegal, invalid or unenforceable provisions.  The invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

10.13Replacement of Lenders.  If any Lender requests compensation under Section 3.04, or if the Borrowers are required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01, or if any Lender is a Defaulting Lender, a Deteriorating Lender or a Non-Consenting Lender, then the Borrowers may, at their sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 10.06), all of its interests, rights and obligations under this Agreement and the related Loan Documents to an Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that:

(a)the Borrowers shall have paid to the Administrative Agent the assignment fee specified in Section 10.06(b);

(b)such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and L/C Advances, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 3.05) from the assignee (to the

158

extent of such outstanding principal and accrued interest and fees) or the Borrowers (in the case of all other amounts);

(c)in the case of any such assignment resulting from a claim for compensation under Section 3.04 or payments required to be made pursuant to Section 3.01, such assignment will result in a reduction in such compensation or payments thereafter; and

(d)such assignment does not conflict with applicable Laws.

A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrowers to require such assignment and delegation cease to apply.

10.14Governing Law; Jurisdiction; Etc.

(a)GOVERNING LAW.  THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES THEREOF.

(b)SUBMISSION TO JURISDICTION.  EACH LOAN PARTY IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE NONEXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF NEW YORK, AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND EACH OF THE LOAN PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE COURT OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COURT.  EACH OF THE LOAN PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW.  NOTHING IN THIS AGREEMENT OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT ANY CREDIT PARTY MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST ANY LOAN PARTY OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION.

(c)WAIVER OF VENUE.  EACH LOAN PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION THAT IT MAY NOW OR HEREAFTER

159

HAVE TO THE LAYING OF VENUE OF ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT IN ANY COURT REFERRED TO IN PARAGRAPH (B) OF THIS SECTION 10.14.  EACH OF THE LOAN PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT.

(d)SERVICE OF PROCESS.  EACH PARTY HERETO IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 10.02.  NOTHING IN THIS AGREEMENT WILL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW.

(e)ACTIONS COMMENCED BY LOAN PARTIES. EACH LOAN PARTY AGREES THAT ANY ACTION COMMENCED BY ANY LOAN PARTY ASSERTING ANY CLAIM OR COUNTERCLAIM ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT SHALL BE BROUGHT SOLELY IN A COURT OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY OR ANY FEDERAL COURT SITTING THEREIN, AS THE ADMINISTRATIVE AGENT MAY ELECT IN ITS SOLE DISCRETION, AND CONSENTS TO THE EXCLUSIVE JURISDICTION OF SUCH COURTS WITH RESPECT TO ANY SUCH ACTION.

10.15Waiver of Jury Trial.  EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY).  EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 10.15.

10.16No Advisory or Fiduciary Responsibility.  In connection with all aspects of each transaction contemplated hereby, the Loan Parties each acknowledge and agree that: (i) the credit facility provided for hereunder and any related arranging or other services in connection therewith (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document) are an arm’s-length commercial transaction between the Loan Parties, on the one hand, and the Credit Parties, on the other hand, and each of the Loan Parties is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated hereby and by the other Loan

160

Documents (including any amendment, waiver or other modification hereof or thereof); (ii) in connection with the process leading to such transaction, each Credit Party is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary, for the Loan Parties or any of their respective Affiliates, stockholders, creditors or employees or any other Person; (iii) none of the Credit Parties has assumed or will assume an advisory, agency or fiduciary responsibility in favor of the Loan Parties with respect to any of the transactions contemplated hereby or the process leading thereto, including with respect to any amendment, waiver or other modification hereof or of any other Loan Document (irrespective of whether any of the Credit Parties has advised or is currently advising any Loan Party or any of its Affiliates on other matters) and none of the Credit Parties has any obligation to any Loan Party or any of its Affiliates with respect to the transactions contemplated hereby, except those obligations expressly set forth herein and in the other Loan Documents; (iv) the Credit Parties and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Loan Parties and their respective Affiliates, and none of the Credit Parties has any obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (v) the Credit Parties have not provided, and will not provide, any legal, accounting, regulatory or tax advice with respect to any of the transactions contemplated hereby (including any amendment, waiver or other modification hereof or of any other Loan Document), and each of the Loan Parties has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate.  Each of the Loan Parties hereby waives and releases, to the fullest extent permitted by Law, any claims that it may have against each of the Credit Parties with respect to any breach or alleged breach of agency or fiduciary duty.

10.17USA PATRIOT Act Notice.  Each Lender that is subject to the Patriot Act and the Administrative Agent (for itself and not on behalf of any Lender) hereby notifies the Loan Parties that pursuant to the requirements of the Patriot Act, it is required to obtain, verify and record information that identifies each Loan Party, which information includes the name and address of each Loan Party and other information that will allow such Lender or the Administrative Agent, as applicable, to identify each Loan Party in accordance with the Patriot Act.  Each Loan Party is in compliance, in all material respects, with the Patriot Act.  No part of the proceeds of the Loans will be used by the Loan Parties, directly or indirectly, for any payments to any governmental official or employee, political party, official of a political party, candidate for political office, or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage, in violation of the United States Foreign Corrupt Practices Act of 1977, as amended.

10.18Foreign Asset Control Regulations.  Neither the advance of the Loans nor the use of the proceeds of any thereof will violate the Trading With the Enemy Act (50 U.S.C. § 1 et seq., as amended) (the “Trading With the Enemy Act”) or any of the foreign assets control regulations of the United States Treasury Department (31 CFR, Subtitle B, Chapter V, as amended) (the “Foreign Assets Control Regulations”) or any enabling legislation or executive order relating thereto (which for the avoidance of doubt shall include, but shall not be limited to (a) Executive Order 13224 of September 21, 2001 Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism (66 Fed. Reg. 49079 (2001)) (the “Executive Order”) and (b) the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (Public Law 107-56)).  Furthermore, none of the Borrowers or their Affiliates (a) is or will become a

161

“blocked person” as described in the Executive Order, the Trading With the Enemy Act or the Foreign Assets Control Regulations or (b) engages or will engage in any dealings or transactions, or be otherwise associated, with any such “blocked person” or in any manner violative of any such order.

10.19Time of the Essence.  Time is of the essence of the Loan Documents.

10.20Press Releases.

(a)Each Credit Party executing this Agreement agrees that neither it nor its Affiliates will in the future issue any press releases or other public disclosure using the name of Administrative Agent or its Affiliates or referring to this Agreement or the other Loan Documents without at least two (2) Business Days prior notice to Administrative Agent and without the prior written consent of Administrative Agent unless (and only to the extent that) such Credit Party or Affiliate is required to do so under applicable Law and then, in any event, such Credit Party or Affiliate will consult with the Administrative Agent before issuing such press release or other public disclosure.

(b)Each Loan Party consents to the publication by Administrative Agent or any Lender of advertising material relating to the financing transactions contemplated by this Agreement using any Loan Party’s name, product photographs, logo or trademark.  Administrative Agent or such Lender shall provide a draft reasonably in advance of any advertising material to the Lead Borrower for review and comment prior to the publication thereof.  Administrative Agent reserves the right to provide to industry trade organizations information necessary and customary for inclusion in league table measurements

10.21Additional Waivers.

(a)The Obligations are the joint and several obligation of each Loan Party. To the fullest extent permitted by applicable Law, the obligations of each Loan Party shall not be affected by (i) the failure of any Credit Party to assert any claim or demand or to enforce or exercise any right or remedy against any other Loan Party under the provisions of this Agreement, any other Loan Document or otherwise, (ii) any rescission, waiver, amendment or modification of, or any release from any of the terms or provisions of, this Agreement or any other Loan Document, or (iii) the failure to perfect any security interest in, or the release of, any of the Collateral or other security held by or on behalf of the Collateral Agent or any other Credit Party.

(b)The obligations of each Loan Party  shall not be subject to any reduction, limitation, impairment or termination for any reason (other than the indefeasible payment in full in cash of the Obligations after the termination of the Commitments), including any claim of waiver, release, surrender, alteration or compromise of any of the Obligations, and shall not be subject to any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of any of the Obligations or otherwise. Without limiting the

162

generality of the foregoing, the obligations of each Loan Party hereunder shall not be discharged or impaired or otherwise affected by the failure of any Agent or any other Credit Party to assert any claim or demand or to enforce any remedy under this Agreement, any other Loan Document or any other agreement, by any waiver or modification of any provision of any thereof, any default, failure or delay, willful or otherwise, in the performance of any of the Obligations, or by any other act or omission that may or might in any manner or to any extent vary the risk of any Loan Party or that would otherwise operate as a discharge of any Loan Party as a matter of law or equity (other than the indefeasible payment in full in cash of all the Obligations after the termination of the Commitments).

(c)To the fullest extent permitted by applicable Law, each Loan Party waives any defense based on or arising out of any defense of any other Loan Party or the unenforceability of the Obligations or any part thereof from any cause, or the cessation from any cause of the liability of any other Loan Party, other than the indefeasible payment in full in cash of all the Obligations and the termination of the Commitments. The Collateral Agent and the other Credit Parties may, at their election upon the occurrence and during the continuance of an Event of Default, foreclose on any security held by one or more of them by one or more judicial or non-judicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Obligations, make any other accommodation with any other Loan Party, or exercise any other right or remedy available to them against any other Loan Party, without affecting or impairing in any way the liability of any Loan Party hereunder except to the extent that all the Obligations have been indefeasibly paid in full in cash and the Commitments have been terminated.  Each Loan Party waives any defense arising out of any such election even though such election operates, pursuant to applicable Law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of such Loan Party against any other Loan Party, as the case may be, or any security.

(d)Each Borrower is obligated to repay the Obligations as joint and several obligors under this Agreement.  Upon payment by any Loan Party of any Obligations, all rights of such Loan Party against any other Loan Party arising as a result thereof by way of right of subrogation, contribution, reimbursement, indemnity or otherwise shall in all respects be subordinate and junior in right of payment to the prior indefeasible payment in full in cash of all the Obligations and the termination of the Commitments. In addition, any indebtedness of any Loan Party now or hereafter held by any other Loan Party is hereby subordinated in right of payment to the prior indefeasible payment in full of the Obligations and no Loan Party will demand, sue for or otherwise attempt to collect any such indebtedness.  If any amount shall erroneously be paid to any Loan Party on account of (i) such subrogation, contribution, reimbursement, indemnity or similar right or (ii) any such indebtedness of any Loan Party, such amount shall be held in trust for the benefit of the Credit Parties and shall forthwith be paid to the Administrative Agent to be credited against the payment of the Obligations, whether matured or unmatured, in accordance with the terms of this Agreement and the other Loan Documents.  Subject to the foregoing, to the extent that any Borrower shall, under this Agreement as a joint and several obligor, repay any of

163

the Obligations constituting Revolving Loans made to another Borrower hereunder or other Obligations incurred directly and primarily by any other Borrower (an “Accommodation Payment”), then the Borrower making such Accommodation Payment shall be entitled to contribution and indemnification from, and be reimbursed by, each of the other Borrowers in an amount, for each of such other Borrowers, equal to a fraction of such Accommodation Payment, the numerator of which fraction is such other Borrower’s Allocable Amount and the denominator of which is the sum of the Allocable Amounts of all of the Borrowers.  As of any date of determination, the “Allocable Amount” of each Borrower shall be equal to the maximum amount of liability for Accommodation Payments which could be asserted against such Borrower hereunder without (a) rendering such Borrower “insolvent” within the meaning of Section 101 (31) of the Bankruptcy Code, Section 2 of the Uniform Fraudulent Transfer Act (“UFTA”) or Section 2 of the Uniform Fraudulent Conveyance Act (“UFCA”), (b) leaving such Borrower with unreasonably small capital or assets, within the meaning of Section 548 of the Bankruptcy Code, Section 4 of the UFTA, or Section 5 of the UFCA, or (c) leaving such Borrower unable to pay its debts as they become due within the meaning of Section 548 of the Bankruptcy Code or Section 4 of the UFTA, or Section 5 of the UFCA.

10.22No Strict Construction.  The parties hereto have participated jointly in the negotiation and drafting of this Agreement.  In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties hereto and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provisions of this Agreement.

10.23Attachments.  The exhibits, schedules and annexes attached to this Agreement are incorporated herein and shall be considered a part of this Agreement for the purposes stated herein, except that in the event of any conflict between any of the provisions of such exhibits and the provisions of this Agreement, the provisions of this Agreement shall prevail.

10.24Intercreditor Agreement.  Notwithstanding anything herein to the contrary, the Liens and security interests granted to the Collateral Agent pursuant to the Security Documents, and the exercise of any right or remedy by the Collateral Agent hereunder or thereunder, are subject to the provisions of the Intercreditor Agreement.  In the event of any conflict between the terms of the Intercreditor Agreement and the terms of this Agreement, the terms of the Intercreditor Agreement shall govern and control.

[SIGNATURE PAGES FOLLOW]

164

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized officers as of the date first above written.

TOPS MARKETS, LLC, as Lead Borrower and as a Borrower
By:	/s/
Name:
Title:
TOPS HOLDING CORPORATION, as a Guarantor
By:	/s/
Name:
Title:
TOPS GIFT CARD COMPANY, LLC, as a Guarantor
By:	/s/
Name:
Title:
BATH LLC, as a Guarantor
By:	Tops Markets, LLC, its sole member
By:	/s/
Name:
Title:
ARP BRADFORD LLC, as a Guarantor
By:	Tops Markets, LLC, its sole member
By:	/s/
Name:
Title:

Signature Page to Credit Agreement

S/1

BANK OF AMERICA, N.A., as Administrative Agent and as Collateral Agent
By:	/s/
Name:
Title:

Signature Page to Credit Agreement

S/2

BANK OF AMERICA, N.A., as a Lender, L/C Issuer and Swing Line Lender
By:	/s/
Name:
Title:

Signature Page to Credit Agreement

S/3

MORGAN STANLEY SENIOR FUNDING, INC., as a Lender
By:	/s/
Name:
Title:

Signature Page to Credit Agreement

S/4

HSBC BUSINESS CREDIT (USA) INC., as a Lender
By:	/s/
Name:
Title:

Signature Page to Credit Agreement

S/5

EX-10.2

Exhibit 10.2

FIRST AMENDMENT TO CREDIT AGREEMENT

FIRST AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) dated as of January 29, 2010 by and among

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;

The BORROWERS party hereto;

The GUARANTORS party hereto;

The LENDERS party to the Credit Agreement referred to below; and

BANK OF AMERICA, N.A., as administrative agent (in such capacity, the “Administrative Agent”) and collateral agent (in such capacity, the “Collateral Agent”) for the Lenders (as defined below, the “Lenders”);

in consideration of the mutual covenants herein contained and benefits to be derived herefrom.

W I T N E S S E T H:

WHEREAS, the Borrowers, the Guarantors, the Lenders, the Administrative Agent, and the Collateral Agent, among others, have entered into a certain Credit Agreement dated as of October 9, 2009 (as amended and in effect, the “Credit Agreement”); and

WHEREAS, the Lead Borrower has informed the Administrative Agent that the Borrower intends to acquire certain assets of The Penn Traffic Company pursuant to an Asset Purchase Agreement to be entered into by and among the Lead Borrower, as Buyer, and The Penn Traffic Company, as Seller (the “Penn Traffic Acquisition”); and

WHEREAS, in connection with the Penn Traffic Acquisition, the Borrowers have requested that the Agents and the Lenders (i) increase the Aggregate Commitments under the Credit Agreement to $100,000,000 and (ii) establish a term loan facility under the Credit Agreement in the amount of $11,000,000; and

WHEREAS, the parties to the Credit Agreement desire to modify certain other provisions of the Credit Agreement as provided herein.

NOW THEREFORE, in consideration of the mutual promises and agreements herein contained, the parties hereto hereby agree as follows:

1.Incorporation of Terms and Conditions of Credit Agreement.   All of the terms and conditions of the Credit Agreement (including, without limitation, all definitions set forth therein) are specifically incorporated herein by reference.  All capitalized terms not

1

otherwise defined herein shall have the same meanings as in the Credit Agreement, as applicable.

2.Representations and Warranties.  Each Loan Party hereby represents and warrants that as of the First Amendment Effective Date, after giving effect to this Amendment, the Penn Traffic Acquisition and the transactions contemplated hereby (including, without limitation, the making of the Term Loan on the First Amendment Effective Date), (i) no Default or Event of Default by the Loan Parties exists under the Credit Agreement or under any other Loan Document, and (ii) all representations and warranties contained in the Credit Agreement and the other Loan Documents are true and correct in all material respects (or, in the case of any representation and warranty qualified by materiality, in all respects).

3.Amendments to Credit Agreement.  The Credit Agreement is hereby amended as follows:

a.Amendments to Article I.  The provisions of Section 1.01 of the Credit Agreement are hereby amended as follows:

i.The definition of “Accelerated Borrowing Base Delivery Event” is hereby deleted in its entirety and the following substituted in its stead:

“Accelerated Borrowing Base Delivery Event” means either (i) the occurrence and continuance of any Event of Default, or (ii) (x) for the sixty (60) days following the First Amendment Effective Date, the failure of the Borrowers to maintain Availability at least equal to fifteen (15%) percent of the Loan Cap at the End of any Business Day, and (y) thereafter, the failure of the Borrowers to maintain Availability at least equal to twenty (20%) percent of the Loan Cap at the End of any Business Day.   For purposes of this Agreement, the occurrence of an Accelerated Borrowing Base Delivery Event shall be deemed continuing at the Administrative Agent’s option (i) so long as such Event of Default has not been waived, and/or (ii) if the Accelerated Borrowing Base Delivery Event arises as a result of the Borrowers’ failure to maintain Availability as required hereunder, until Availability has exceeded the amounts required pursuant to clauses (ii)(x) or (y) above, as applicable, at the End of each calendar day for sixty (60) consecutive calendar days, in which case an Accelerated Borrowing Base Delivery Event shall no longer be deemed to be continuing for purposes of this Agreement.

ii.The definition of “Aggregate Commitments” is hereby deleted in its entirety and the following substituted in its stead:

“Aggregate Commitments” means the Commitments of all of the Lenders. As of the First Amendment Effective Date, the Aggregate Commitments

2

shall be $100,000,000, as such amount may be increased, decreased or otherwise modified pursuant to the terms of this Agreement.

iii.The definition of “Borrowing” is hereby deleted in its entirety and the following substituted in its stead:

“Borrowing” means a Committed Borrowing, a Swing Line Borrowing, or the borrowing of the Term Loan, as the context may require.

iv.The definition of “Borrowing Base” is hereby deleted in its entirety and the following substituted in its stead:

“Borrowing Base” means the sum of the Revolving Facility Borrowing Base plus the Term Loan Borrowing Base; provided that any assets acquired pursuant to the Penn Traffic Acquisition and otherwise eligible for inclusion in the Borrowing Base shall be included therein notwithstanding the fact that they have not been appraised by the Agent and a commercial finance examination has not been completed with respect thereto; provided, further, that the Appraised Value of any Inventory acquired in the Penn Traffic Acquisition shall be determined based on the existing appraised value of such Inventory until a subsequent appraisal is completed by the Agent.

v.The definition of “Cash Dominion Event” is hereby deleted in its entirety and the following substituted in its stead:

“Cash Dominion Event” means (a) the occurrence and continuance of any Event of Default, or (b) (x) for the sixty (60) days following the First Amendment Effective Date, the failure of the Borrowers to maintain Availability equal to or greater than fifteen (15%) percent of the Loan Cap at the End of any five (5) consecutive Business Days, and (y) thereafter, (i) the failure of the Borrowers to maintain Availability equal to or greater than twenty (20%) percent of the Loan Cap at the End of any five (5) consecutive Business Days or (ii) the failure of the Borrowers to maintain Availability equal to or greater than sixteen (16%) percent of the Loan Cap at the End of each Business Day.  For purposes of this Agreement, the occurrence of a Cash Dominion Event shall be deemed continuing at the Administrative Agent’s option (i) so long as such Event of Default has not been waived, and/or (ii) if such Cash Dominion Event arises as a result of the Borrowers’ failure to maintain Availability as required pursuant to clause (b) hereunder, until Availability has exceeded the amounts required pursuant to clause (b)(x) or (y), as applicable, at the End of each calendar day for sixty (60) consecutive calendar days, in which case a Cash Dominion Event shall no longer be deemed to be continuing for purposes of this Agreement; provided that a Cash Dominion Event shall be deemed

3

continuing (even if an Event of Default is no longer continuing and/or Availability at the end of each calendar day exceeds the required amount for sixty (60) consecutive calendar days) at all times after a Cash Dominion Event has occurred and been discontinued on four (4) occasion(s) after the Closing Date.  The termination of a Cash Dominion Event as provided herein shall in no way limit, waive or delay the occurrence of a subsequent Cash Dominion Event in the event that the conditions set forth in this definition again arise.

vi.The definition of “Covenant Compliance Event” is hereby deleted in its entirety and the following substituted in its stead:

“Covenant Compliance Event” means either (a) that an Event of Default has occurred and is continuing or (b) Availability is less than or equal to fifteen (15%) percent of the Loan Cap (i) on any Business Day at the time a Committed Loan Request is made, or (ii) if no Committed Loan Request is made on such day, the End of that Business Day.  For purposes hereof, the occurrence of a Covenant Compliance Event shall be deemed continuing at the Administrative Agent’s option (a) so long as such Event of Default has not been waived, and/or (b) if the Covenant Compliance Event arises as a result of the Borrowers’ failure to maintain Availability as required hereunder, until Availability has exceeded fifteen (15%) percent of the Loan Cap for sixty (60) consecutive calendar days, in which case a Covenant Compliance Event shall no longer be deemed to be continuing for purposes of this Agreement.  The termination of a Covenant Compliance as provided herein shall in no way limit, waive or delay the occurrence of a subsequent Covenant Compliance Event in the event that the conditions set forth in this definition again arise.

vii.The definition of “Eligible Trade Receivables” is hereby amended to add “Notwithstanding anything to the contrary herein, Eligible Trade Receivables shall include wholesale receivables to the extent that such wholesale receivables are not otherwise ineligible by virtue of any of the foregoing clauses (a) through (s).” as the last sentence.

viii.The definition of “Interest Payment Date” is hereby amended by adding “or the Term Loan Maturity Date, as applicable” after the words “Maturity Date” in each of clause (a) and (b) thereof.

ix.Clause (c) of the definition of “Interest Period” is hereby amended by adding “or the Term Loan Maturity Date, as applicable” after the words “Maturity Date”.

x.The definition of “Lender” is hereby deleted in its entirety and the following substituted in its stead:

4

“Lender” has the meaning specified in the introductory paragraph hereto and, as the context requires, includes the Swing Line Lender and the Term Lenders.

xi.The definition of “Loan” is hereby deleted in its entirety and the following substituted in its stead:

“Loan” means (i) an extension of credit by a Lender to any Borrower under Article II in the form of a Committed Loan or a Swing Line Loan or (ii) an extension of credit by a Term Lender to the Borrowers under Article II in the form of the Term Loan, as applicable.

xii.The definition of “Loan Cap” is hereby deleted in its entirety and the following substituted in its stead:

“Loan Cap” means, at any time of determination, the lesser of (a) the Aggregate Commitments plus the then outstanding amount of the Term Loan or (b) the Borrowing Base.

xiii.The definition of “Material Indebtedness” is hereby amended by adding “and the Bridge Financing” after “the Senior Notes Documents” in clause (a) thereof.

xiv.The definition of “Note” is hereby deleted in its entirety and the following substituted in its stead:

“Note” means a promissory note made by the Borrowers in favor of (i) a Lender evidencing Committed Loans made by such Lender, substantially in the form of Exhibit C, or (ii) a Term Lender evidencing that portion of the Term Loan made by such Term Lender, substantially in the form of Exhibit C-1, as applicable, in each case as the same may be amended, supplemented or modified from time to time.

xv.The definition of “Outstanding Amount” is hereby deleted in its entirety and the following substituted in its stead:

“Outstanding Amount” means: (i) with respect to Committed Loans and Swing Line Loans on any date, the aggregate outstanding principal amount thereof after giving effect to any borrowings and prepayments or repayments of Committed Loans and Swing Line Loans, as the case may be, occurring on such date; (ii) with respect to any L/C Obligations on any date, the amount of such L/C Obligations on such date after giving effect to any L/C Credit Extension occurring on such date and any other changes in the aggregate amount of the L/C Obligations as of such date, including as a result of any reimbursements by the Borrowers of Unreimbursed

5

Amounts; and (iii) with respect to the Term Loan on any date, the aggregate outstanding principal amount thereof after giving effect to any prepayments or repayments of the Term Loan occurring on such date.

xvi.The lead-in language in the definition of “Permitted Acquisition” is hereby amended by relettering clause (ii) thereof as clause (iii) and by adding the following new clause (ii) thereto:

“(ii) the Penn Traffic Acquisition,”

xvii.The definition of “Permitted Dispositions” is hereby amended by relettering clause (v) as clause (w) and by adding the following new clause (v) thereto:

“(v)the Disposition or liquidation of a portion of the Stores (including bulk sales of Inventory and other related assets located in such stores) acquired pursuant to the Penn Traffic Acquisition as is agreed between the Administrative Agent and the Lead Borrower; provided that (a) any liquidation consummated in reliance on this clause (v) shall be conducted in accordance with liquidation agreements and by professional liquidators, in each case reasonably acceptable to the Administrative Agent, and (b) to the extent not prohibited by the terms of the Indenture and the Intercreditor Agreement, all proceeds realized from any Disposition or liquidation consummated in reliance on this clause (v) shall be paid to the Administrative Agent for application to the Obligations as set forth in Section 2.05(k) hereof; and”

xviii.The definition of “Permitted Encumbrances” is hereby amended by deleting “and” at the end of clause (v) thereof, by relettering clause (w) as clause (y), by replacing “(a) through (v)” with “(a) through (x)” in such new clause (y), and by adding the following new clauses (w) and (x) thereto:

“(w)Liens securing Permitted Indebtedness under clause (r) of the definition thereof;

(x)Liens on the Collateral securing Permitted Indebtedness described in clauses (s) and (t) of the definition thereof and having the priority set forth in the Intercreditor Agreement; and”

xix.The definition of “Permitted Indebtedness” is hereby amended by deleting “and” at the end of clause (q) thereof, by relettering clause (r) as clause (u), and by adding the following new clauses (r), (s) and (t) thereto:

6

“(r)Indebtedness assumed by the Parent or its Subsidiaries pursuant to the Penn Traffic Acquisition Agreement in an amount not to exceed the sum of $5,000,000, plus the amount of all Capital Lease Obligations so assumed;

(s)Indebtedness arising under the Bridge Financing and any Permitted Additional Pari Passu Obligations all or a portion of the proceeds of which are used to refinance all or a portion of such Bridge Financing (provided that, for the purposes of this clause (s), any such Permitted Additional Pari Passu Obligations permitted pursuant hereto shall not have a maturity which is earlier than the Initial Maturity Date (as defined in the Bridge Financing Loan Agreement);

(t)Indebtedness in the form of Permitted Additional Pari Passu Obligations incurred to prepay the Term Loan; and”

xx.The following new definitions are hereby added to Section 1.01 of the Credit Agreement in appropriate alphabetical order:

“Bridge Financing” means the bridge loan, rollover loan or exchange notes in the maximum principal amount of $25,000,000 evidenced by the Bridge Financing Loan Documents.

“Bridge Financing Loan Agreement” means the Interim Loan Agreement dated as of January 29, 2010 among Tops Holding Corporation and Tops Markets, LLC, as Borrowers, the Guarantors party thereto, the Lenders party thereto, and Morgan Stanley Senior Funding, Inc., as Administrative Agent.

“Bridge Financing Loan Documents” means the Bridge Financing Loan Agreement and any other document, instrument or other agreement now or hereafter executed in connection with any of the foregoing, in each case as amended, restated, supplemented or otherwise modified from time to time in accordance with Section 7.12.

“First Amendment” means the First Amendment to this Agreement among the parties hereto.

“First Amendment Effective Date” means the date on which the conditions to effectiveness set out in Section 6 of the First Amendment have been satisfied.

“Penn Traffic Acquisition” means the acquisition of certain assets of The Penn Traffic Company by the Lead Borrower pursuant to the Penn Traffic Acquisition Agreement.

7

“Penn Traffic Acquisition Agreement” means that certain Asset Purchase Agreement dated on or about January 7, 2010 by and among the Lead Borrower, as Buyer, and the Target, as Seller, without giving effect to any amendment, modification or waiver thereof which the Administrative Agent reasonably determines is materially adverse to the Lenders (unless the Administrative Agent consents to such amendment, modification or waiver, which consent shall not be unreasonably withheld or delayed).

“Revolver Outstandings” means the aggregate Outstanding Amount of all Committed Loans and Swing Line Loans and all L/C Obligations.

“Revolving Facility Borrowing Base” means, at any time of calculation, an amount equal to:

(a)the face amount of Eligible Credit Card Receivables multiplied by eighty-five percent (85%);

plus

(b)the Cost of Eligible Inventory, net of Inventory Reserves, multiplied by eighty-five percent (85%) of the Appraised Value of Eligible Inventory; provided that in no event shall the amounts available to be borrowed pursuant to this clause (b) in respect of Eligible Inventory consisting of gasoline, diesel or other petroleum products, together with all amounts available to be borrowed pursuant to clause (b) of the Term Loan Borrowing Base consisting of gasoline, diesel or other petroleum products, exceed One Million Dollars ($1,000,000);

plus

(c)  the face amount of Eligible Health Care Receivables (net of Receivables Reserves) multiplied by eighty-five percent (85%);

plus

(d)  the face amount of Eligible Trade Receivables (net of Receivables Reserves) multiplied by eight-five percent (85%);

plus

(e)   seventy-five percent (75%) of the Appraised Value of Prescription Lists; provided that in no event shall amounts available to be borrowed pursuant to this clause (e), together with amounts available to be borrowed pursuant to clause (e) of the Term Loan Borrowing Base, exceed twenty-five percent (25%) of the Loan Cap;

8

minus

(f)the then amount of all Availability Reserves.”

“Target” means The Penn Traffic Company, a Delaware corporation.

“Term Lender” means the Persons identified on Schedule 2.01 hereto as having a Term Loan Commitment, and each assignee that becomes a party to this Agreement with respect to the Term Loan as provided in Section 10.06.

“Term Loan” means, collectively, the loans made by the Term Lenders pursuant to Section 2.01(d).

“Term Loan Advance Rate” means, subject to any further reductions required pursuant to Section 2.05(b) or Section 2.05(g) hereof,  the percentages set forth below for the time periods set forth below:

Period	Term Loan Advance Rate
First Amendment Effective Date through September 30, 2010	10	%
October 1, 2010 through January 28, 2011	7.5	%
January 29, 2011 and thereafter	0	%

“Term Loan Applicable Margin” means the percentages set forth in the pricing grid below:

Term Loan Applicable Margin for LIBO Rate Loans		Term Loan Applicable Margin for Prime Rate Loans
7.50	%	6.50	%

“Term Loan Borrowing Base” means, at any time of calculation, an amount equal to:

(a)the face amount of Eligible Credit Card Receivables multiplied by the Term Loan Advance Rate;

9

plus

(b)the Cost of Eligible Inventory, net of Inventory Reserves, multiplied by the Term Loan Advance Rate multiplied by the Appraised Value of Eligible Inventory; provided that in no event shall the amounts available to be borrowed pursuant to this clause (b) in respect of Eligible Inventory consisting of gasoline, diesel or other petroleum products, together with all amounts available to be borrowed pursuant to clause (b) of the Revolving Facility Borrowing Base consisting of gasoline, diesel or other petroleum products, exceed One Million Dollars ($1,000,000);

plus

(c)    the face amount of Eligible Health Care Receivables (net of Receivables Reserves) multiplied by the Term Loan Advance Rate;

plus

(d)   the face amount of Eligible Trade Receivables (net of Receivables Reserves) multiplied by the Term Loan Advance Rate;

plus

(e)   the Term Loan Advance Rate multiplied by the Appraised Value of Prescription Lists; provided that in no event shall amounts available to be borrowed pursuant to this clause (e), together with amounts available to be borrowed pursuant to clause (e) of the Revolving Facility Borrowing Base, exceed twenty-five percent (25%) of the Loan Cap.

“Term Loan Commitment” means with respect to each Term Lender, the commitment of such Term Lender hereunder set forth as its Term Loan Commitment opposite its name on Schedule 2.01 hereto.  As of the First Amendment Effective Date, the aggregate amount of the Term Loan Commitments is $11,000,000.

“Term Loan Maturity Date” means January 29, 2011.

b.Amendments to Article II.  The provisions of Article II of the Credit Agreement are hereby amended as follows:

i.Section 2.01(a) of the Credit Agreement is hereby amended by deleting “Borrowing Base” in clause (y) thereof and by substituting “Revolving Facility Borrowing Base” in its stead.

ii.Section 2.01(a)(i) of the Credit Agreement is hereby deleted in its entirety and the following substituted in its stead:

10

“(i)after giving effect to any Committed Borrowing, (x) the Revolver Outstandings shall not exceed the lesser of (A) the Aggregate Commitments and (b) the Revolving Facility Borrowing Base, and (y) the Total Outstandings shall not exceed the Loan Cap;”

iii.Section 2.01 of the Credit Agreement is hereby amended by adding the following new clause (d) at the end thereof:

“(d)Term Loan.  Each Term Lender, severally not jointly, agrees upon the terms and subject to the conditions set forth herein, on the First Amendment Effective Date, to make its pro rata portion of the Term Loan to the Borrowers in a single drawing in an amount equal to such Term Lender’s Term Loan Commitment.  The aggregate outstanding principal amount of the Term Loan shall not at any time exceed the lesser of (i) $11,000,000 (as such amount may be reduced pursuant to Section 2.05(g) below) and (ii) the Term Loan Borrowing Base, as then in effect.  The Term Loan Commitments shall terminate upon the making of the Term Loan on the First Amendment Effective Date.  Any portion of the Term Loan that is repaid may not be reborrowed.  The Term Loan by the Term Lenders shall be made as either a Prime Rate Loan or a LIBO Rate Loan as the Lead Borrower may request subject to and in accordance with Section 2.02.

iv.Sections 2.02 (a) and 2.02(b) of the Credit Agreement are hereby deleted in their entirety and the following substituted in their stead:

(a)Committed Loans (other than Swing Line Loans) and the outstanding portion of the Term Loan shall be either Prime Rate Loans or LIBO Rate Loans, as the Lead Borrower may request subject to and in accordance with this Section 2.02.  All Swing Line Loans shall be only Prime Rate Loans.  Subject to the other provisions of this Section 2.02, Borrowings of more than one Type may be incurred at the same time.

(b)Each Committed Borrowing, the Borrowing of the Term Loan, each conversion of Committed Loans or of any portion of the Term Loan from one Type to the other, and each continuation of LIBO Rate Loans shall be made upon the Lead Borrower’s irrevocable notice to the Administrative Agent, which may be given by telephone.  Each such notice must be received by the Administrative Agent not later than 11:00 a.m. (i) two (2) Business Days prior to the requested date of any Borrowing of, conversion to, or continuation of, LIBO Rate Loans or of any conversion of LIBO Rate Loans to Prime Rate Loans, and (ii) on the date of any Borrowing of Prime Rate Loans.  Each telephonic notice by the Lead Borrower pursuant to this Section 2.02 must be confirmed promptly by delivery to the Administrative Agent of a written Committed

11

Loan Notice or Conversion/Continuation Notice, as the case may be, appropriately completed and signed by a Responsible Officer of the Lead Borrower.  Each Borrowing of, conversion to, or continuation of, LIBO Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $100,000 in excess thereof.  Except as provided in Sections 2.03(c) and 2.04(b), each Borrowing of or conversion to Prime Rate Loans shall be in a principal amount of $250,000 or a whole multiple of $100,000 in excess thereof.  Each Committed Loan Notice (whether telephonic or written) shall specify (i) the requested date of the Borrowing (which shall be a Business Day), (ii) the principal amount of Committed Loans to be borrowed, (iii) the Type of Committed Loans to be borrowed, and (iv) if applicable, the duration of the Interest Period with respect thereto.  Each Conversion/Continuation Notice (whether telephonic or written) shall specify (i) whether the Borrowers are requesting a conversion of Committed Loans or a portion of the Term Loan from one Type to the other or a continuation of LIBO Rate Loans, (ii) the requested date of the conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Committed Loans or the portion of the Term Loan to be converted or continued, (iv) the Type of Committed Loans or the portion of the Term Loan to which existing Committed Loans or such portion of the Term Loan are to be converted, and (v) if applicable, the duration of the Interest Period with respect thereto.  If the Lead Borrower fails to specify a Type of Committed Loan (or Type of the applicable portion of the Term Loan, as the case may be) in a Committed Loan Notice or if the Lead Borrower fails to give a timely notice of a conversion or continuation in a Conversion/Continuation Notice, then the applicable Committed Loans or applicable portion of the Term Loan shall be made as, or converted to, Prime Rate Loans.  Any such automatic conversion to Prime Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable LIBO Rate Loans.  If the Lead Borrower requests a Borrowing of LIBO Rate Loans in any such Committed Loan Notice or a conversion to, or continuation of, LIBO Rate Loans in a Conversion/Continuation Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month.  Notwithstanding anything to the contrary herein, a Swing Line Loan may not be converted to a LIBO Rate Loan.”

v.Section 2.02(g) of the Credit Agreement is hereby deleted in its entirety and the following substituted in its stead:

“(g)After giving effect to all Borrowings, all conversions of Committed Loans and any portion of the Term Loan from one Type to the other, and all continuations of Committed Loans or any portion of the Term Loan as the same Type, there shall not be more

12

than four (4) Interest Periods in effect with respect to LIBO Rate Loans.”

vi.Section 2.02(h) of the Credit Agreement is hereby amended by deleting “Section 2.05(c)” therein and by substituting “Section 2.05(d)” in its stead.

vii.Section 2.03(a)(i)(x) of the Credit Agreement is hereby deleted in its entirety and the following substituted in its stead:

“(x) the Revolver Outstandings shall not exceed the lesser of (A) the Aggregate Commitments and (B) the Revolving Facility Borrowing Base, and the Total Outstandings shall not exceed the Loan Cap,”

viii.Section 2.04(a)(i) of the Credit Agreement is hereby deleted in its entirety and the following substituted in its stead:

“(i) the Revolver Outstandings shall not exceed the lesser of (A) the Aggregate Commitments and (B) the Revolving Facility Borrowing Base, and the Total Outstandings shall not exceed the Loan Cap, and”

ix.Section 2.05 of the Credit Agreement is hereby deleted in its entirety and the following substituted in its stead:

“2.05Prepayments.

(a)The Borrowers may, upon irrevocable notice from the Lead Borrower to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans in whole or in part, without premium or penalty; provided that (i) such notice must be received by the Administrative Agent not later than 11:00 a.m. (A) two (2) Business Days prior to any date of prepayment of LIBO Rate Loans and (B) on the date of prepayment of Prime Rate Loans; (ii) any prepayment of LIBO Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $100,000 in excess thereof; and (iii) any prepayment of Prime Rate Loans shall be in a principal amount of $250,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding.  Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if LIBO Rate Loans, the Interest Period(s) of such Loans.  The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment.  If such notice is given by the Lead Borrower, the Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein.  Any prepayment of a LIBO Rate Loan shall be

13

accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05.  Each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages.

(b)So long as the Payment Conditions have been satisfied, the Borrowers may, upon irrevocable notice from the Lead Borrower to the Administrative Agent, at any time or from time to time voluntarily prepay the Term Loan in whole or in part, without premium or penalty; provided that (i) such notice must be received by the Administrative Agent not later than 11:00 a.m. (A) two (2) Business Days prior to any date of prepayment of any portion of the Term Loan consisting of LIBO Rate Loans and (B) on the date of prepayment of any portion of the Term Loan consisting of Prime Rate Loans; (ii) any prepayment of any portion of the Term Loan consisting of LIBO Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $100,000 in excess thereof; and (iii) any prepayment of any portion of the Term Loan consisting of Prime Rate Loans shall be in a principal amount of $250,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding.  Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if LIBO Rate Loans, the Interest Period(s) of such Loans.  The Administrative Agent will promptly notify each Term Lender of its receipt of each such notice, and of the amount of such Term Lender’s pro rata share of such prepayment.  If such notice is given by the Lead Borrower, the Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein.  Any prepayment of any portion of the Term Loan consisting of a LIBO Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05.  Each such prepayment shall be applied to the portion of the Term Loan owing to each Term Lender in accordance with its pro rata share of the Term Loan.  The Term Loan Advance Rate shall reduce automatically by 0.91% for each $1,000,000 of the Term Loan so prepaid.  Any such mandatory reduction of the Term Loan Advance Rate shall become effective immediately upon such prepayment, and shall accelerate the time for any scheduled reductions of the Term Loan Advance Rate as set forth in the definition thereof.  Once repaid, no portion of the Term Loan may be reborrowed.

(c)The Borrowers may, upon irrevocable notice from the Lead Borrower to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (i) 

14

such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $100,000.  Each such notice shall specify the date and amount of such prepayment.  If such notice is given by the Lead Borrower, the Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein.

(d)If for any reason the Revolver Outstandings (determined as of the end of any Business Day) exceed the lesser of the Aggregate Commitments and the Revolving Facility Borrowing Base, as then in effect, the Borrowers shall immediately prepay Committed Loans, Swing Line Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations (other than L/C Borrowings) in an aggregate amount equal to such excess; provided, however, that the Borrowers shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(d) unless, after the prepayment in full of the Committed Loans and Swing Line Loans, the Revolver Outstandings exceed the lesser of the Aggregate Commitments and the Revolving Facility Borrowing Base, as then in effect.

(e)If for any reason the Total Outstandings (determined as of the end of any Business Day) exceed the Loan Cap, as then in effect, the Borrowers shall immediately prepay Committed Loans, Swing Line Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations (other than L/C Borrowings) in an aggregate amount equal to such excess; provided, however, that the Borrowers shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(e) unless, after the prepayment in full of the Committed Loans and Swing Line Loans, the Total Outstandings exceed the Loan Cap, as then in effect.

(f)If for any reason, and for so long as, the aggregate amount of the outstanding Term Loan exceeds the lesser of (i) $11,000,000 (as such amount may be reduced pursuant to Section 2.05(g) below) and (ii) the Term Loan Borrowing Base, as then in effect, an Availability Reserve shall be established under the Revolving Facility Borrowing Base in the amount of such excess unless the Borrowers elect to prepay such excess to the extent permitted pursuant to Section 2.05(b) above.

(g)(i) Upon the issuance of any Senior Notes constituting Permitted Additional Pari Passu Obligations pursuant to the Indenture in an amount in excess of $50,000,000, the Borrowers shall prepay the Term Loan by an amount equal to such excess, and the Term Loan Advance Rate shall reduce automatically by 0.91% for each $1,000,000 of Permitted

15

Additional Pari Passu Obligations incurred under the Indenture in excess of $50,000,000.  Any such mandatory reduction of the Term Loan Advance Rate shall become effective immediately upon issuance of such Senior Notes, and shall accelerate the time for any scheduled reductions of the Term Loan Advance Rate as set forth in the definition thereof.

(ii)  In addition to the mandatory prepayment provisions set forth in clause (g)(i) above, the Borrowers shall repay the Term Loan in such amounts as will cause the Term Loan to be not more than the following amounts for the periods set forth below:

First Amendment Effective Date through September 30, 2010	$	11,000,000
October 1, 2010 through January 28, 2011	$	8,250,000
Thereafter	$	0

(h)(i) After the occurrence and during the continuance of a Cash Dominion Event, the Borrowers shall prepay the Loans in accordance with the provisions of Section 6.13(c) hereof, and (ii) after the occurrence and during the continuance of an Event of Default, the Borrowers shall Cash Collateralize the L/C Obligations in accordance with the provisions of Section 8.02 hereof.

(i)The Borrowers shall prepay the Loans and, after the occurrence and during the continuance of an Event of Default, Cash Collateralize the L/C Obligations in an amount equal to the Net Proceeds (other than, with respect only to the Notes Priority Collateral, that portion of the Net Proceeds (if any) that is then required to be paid to the Note Holders under the Senior Note Documents) received by a Loan Party on account of a Prepayment Event, irrespective of whether or not a Cash Dominion Event then exists and is continuing, which Net Proceeds shall be paid over to the Administrative Agent within two (2) Business Days of receipt (provided that, after the occurrence and during the continuance of a Cash Dominion Event, the Borrowers shall pay such Net Proceeds over to the Administrative Agent immediately upon receipt thereof) and shall be utilized to prepay the Loans in the order of priority set forth in Section 2.05(k).  The application of such Net Proceeds to the Loans shall not reduce the Commitments.  If all Obligations then due are paid, any excess Net Proceeds shall be remitted to the operating account of the Borrowers maintained with the Administrative Agent.

16

(j)Prepayments made pursuant to Section 2.05(d) and (unless the Borrower elects to prepay the Term Loan to the extent permitted pursuant to Section 2.05(b)) Section 2.05(e), first, shall be applied ratably to the L/C Borrowings and the Swing Line Loans, second, shall be applied ratably to the outstanding Committed Loans, third, shall be used to Cash Collateralize the remaining L/C Obligations, and, fourth, the amount remaining, if any, after the prepayment in full of all L/C Borrowings, Swing Line Loans and Committed Loans outstanding at such time and the Cash Collateralization of the remaining L/C Obligations in full may be retained by the Borrowers for use in the ordinary course of its business.  Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Borrowers or any other Loan Party) to reimburse the L/C Issuer or the Lenders, as applicable.

(k)Prepayments made pursuant to Section 2.05(h) and (i), first, shall be applied ratably to the L/C Borrowings and the Swing Line Loans, second, shall be applied ratably to the outstanding Committed Loans, third, shall be used to Cash Collateralize the remaining L/C Obligations, fourth, shall be applied ratably to the outstanding Term Loan, and fifth, the amount remaining, if any, after the prepayment in full of all L/C Borrowings, Swing Line Loans, Committed Loans and the Term Loan outstanding at such time and the Cash Collateralization of the remaining L/C Obligations in full may be retained by the Borrowers for use in the ordinary course of its business.  Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Borrowers or any other Loan Party) to reimburse the L/C Issuer or the Lenders, as applicable.

x.Section 2.06(a) of the Credit Agreement is hereby amended by deleting “Total Outstandings” therein and by substituting “Revolver Outstandings” in its stead.

xi.Section 2.07 of the Credit Agreement is hereby amended by adding the following clause (c) at the end thereof:

“(c)To the extent not previously paid, the Borrowers shall repay the outstanding balance of the Term Loan upon the earlier to occur of (i) the Term Loan Maturity Date and (ii) the Termination Date.”

xii.Section 2.08(a) of the Credit Agreement is hereby deleted in its entirety and the following substituted in its stead:

17

(a)(i)Subject to the provisions of Section 2.08(b) below, (x) each LIBO Rate Loan which is a Committed Loan shall bear interest on the outstanding principal amount thereof for each Interest Period at a rate per annum equal to the LIBO Rate for such Interest Period plus the Applicable Margin; (y) each Prime Rate Loan which is a Committed Loan shall bear interest on the outstanding principal amount thereof from the applicable borrowing date at a rate per annum equal to the Prime Rate plus the Applicable Margin; and (z) each Swing Line Loan shall bear interest on the outstanding principal amount thereof from the applicable borrowing date at a rate per annum equal to the Prime Rate plus the Applicable Margin.

(ii)Subject to the provisions of Section 2.08(b) below, (x) each portion of the Term Loan which is a LIBO Rate Loan shall bear interest on the outstanding principal amount thereof for each Interest Period at a rate per annum equal to the LIBO Rate for such Interest Period plus the Term Loan Applicable Margin; and (y) each portion of the Term Loan which is a Prime Rate Loan shall bear interest on the outstanding principal amount thereof from the applicable borrowing date at a rate per annum equal to the Prime Rate plus the Term Loan Applicable Margin.

xiii.Section 2.09(a) of the Credit Agreement is amended by adding “plus the then outstanding principal balance of the Term Loan” after the words “the Aggregate Commitments” in the first sentence thereof.

xiv.Section 2.14(a) of the Credit Agreement is hereby amended by adding “but excluding the Term Loan” at the end of the first parenthetical therein.

xv.A new Section 2.16 is hereby added to the Credit Agreement as follows:

“2.16     First Amendment.  For the avoidance of doubt, the First Amendment shall not be deemed to have been effected in reliance on Section 2.15 hereof.”

c.Amendment to Article V.  Article V of the Credit Agreement is hereby amended by deleting the second sentence of Section 5.18 in its entirety and by substituting the following in its stead:

“Except as set forth on Schedule 5.18, or to the extent that the Administrative Agent has been notified in accordance with Section 6.03(g) (or will be notified within the time period permitted by Section 6.03(g)), no Loan Party or any Subsidiary is a party to or bound by any collective bargaining agreement.”

d.Amendment to Article VI.  Article VI of the Credit Agreement is hereby amended as follows:

18

i.Section 6.07(a) of the Credit Agreement is hereby amended by deleting “Section 2.05(f)” therein and by substituting “Section 2.05(k)” in its stead.

ii.Section 6.07(c) of the Credit Agreement is hereby amended by deleting “Section 2.05(f)” therein and by substituting “Section 2.05(k)” in its stead.

iii.Section 6.10 of the Credit Agreement is hereby amended by adding the following new sentence at the end of clause (b) thereof:

“In addition to the rights of the Administrative Agent as set forth above, the Administrative Agent shall have the right to conduct an updated appraisal of the Borrowers’ inventory (including, without limitation, the inventory to be acquired pursuant to the Penn Traffic Acquisition) and an updated commercial finance examination of the Borrowers, in each case to be commenced within thirty (30) days after the First Amendment Effective Date and in each case at the Loan Parties’ expense.”

iv.Section 6.11 of the Credit Agreement is hereby deleted in its entirety and the following substituted in its stead:

“Section 6.11Use of Proceeds.  Use the proceeds of the Credit Extensions (a) to refinance the Indebtedness of the Lead Borrower and its Subsidiaries under the Existing Credit Agreements, (b) to finance transaction fees and expenses related hereto and to the Penn Traffic Acquisition, (c) to finance the acquisition of working capital assets of the Borrowers, including the purchase of Inventory and Equipment, in each case in the ordinary course of business and in connection with the Penn Traffic Acquisition, (d) to finance Capital Expenditures of the Borrowers, and (e) for general corporate purposes of the Loan Parties, in each case to the extent permitted under applicable Law and the Loan Documents.”

v.Section 6.13(e) of the Credit Agreement is hereby amended by deleting “Section 2.05(f)” therein and by substituting “Section 2.05(k)” in its stead.

e.Amendments to Article VII.  Article VII of the Credit Agreement is hereby amended as follows:

i.Section 7.06 of the Credit Agreement is hereby amended by adding “provided that, no such Restricted Payments shall be permitted under this clause at any time while the Term Loan is outstanding” at the end of each of clauses (e), (f), (g) and (h) thereof.

ii.Section 7.07 of the Credit Agreement is hereby deleted in its entirety and the following substituted in its stead:

19

“7.07       Repayments and Prepayments of Indebtedness.  Repay, prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner any Indebtedness (other than the Obligations), or make any payment in violation of any subordination terms of any Subordinated Indebtedness, except (a) as long as no Default or Event of Default then exists or would arise therefrom, regularly scheduled repayments, repurchases, redemptions or defeasances of interest on account of Permitted Indebtedness, (b) as long as no Default or Event of Default then exists or would arise therefrom, regularly scheduled repayments, repurchases, redemptions or defeasances of principal on account of the Bridge Financing other than from proceeds of Committed Loans, (c) regularly scheduled repayments, repurchases, redemptions or defeasances of principal on account of the Bridge Financing from proceeds of Committed Loans as long as the Payment Conditions are satisfied, (d) mandatory prepayments of principal and interest on account of the Note Obligations and the Bridge Financing made solely with proceeds of the Notes Priority Collateral, (e) voluntary prepayments, repurchases, redemptions or defeasances of principal and interest on account of Permitted Indebtedness as long as the Payment Conditions are satisfied, (f) Permitted Refinancings of any such Indebtedness, and (g) refinancing of the Bridge Financing with Permitted Additional Pari Passu Obligations as set forth in clause (s) of the definition of Permitted Indebtedness, provided that any such Permitted Additional Pari Passu Obligations used to refinance the Bridge Financing shall not have a maturity which is earlier than the Initial Maturity Date (as defined in the Bridge Financing Loan Agreement).”

iii.Section 7.12 of the Credit Agreement is hereby amended (A) by adding “or the Bridge Financing Loan Documents” at the end of the parenthetical in clause (a) thereof, (B) by adding “or the Bridge Financing Loan Documents” after “Senior Notes Documents” in clause (b) thereof, and by adding the following new sentence at the end thereof:

“Notwithstanding the foregoing, the Loan Parties may amend the Indenture to increase the obligations thereunder by providing for the incurrence of Permitted Additional Pari Passu Obligations under the Indenture pursuant to clauses (s) and (t) of the definition of “Permitted Indebtedness.””

iv.Section 7.15 of the Credit Agreement is hereby deleted in its entirety and the following substituted in its stead:

20

“7.15       Financial Covenants.

(a)           Consolidated Fixed Charge Coverage Ratio.  During the continuance of a Covenant Compliance Event, permit the Consolidated Fixed Charge Coverage Ratio, calculated as of the occurrence of such Covenant Compliance Event and as of the last day of each Fiscal Period thereafter based upon the most recent Measurement Period, to be less than 1.10 to 1.00.

(b)           Availability.  At any time while the Term Loan is outstanding, permit Availability at any time to be less than five (5%) percent of the Loan Cap.”

f.Amendment to Article VIII.  Article VIII of the Credit Agreement is hereby amended as follows:

i.Section 8.01(i) of the Credit Agreement is hereby amended by adding the following at the end of clause (A) thereto:

“plus (3) to the extent assumed by the Lead Borrower or any of its Subsidiaries in connection with the Penn Traffic Acquisition, the Target’s aggregate employer contribution obligation for the year 2011 (but in no event in excess of $3,000,000), with respect to the United Food and Commercial Workers’ Local One Pension Fund, as set forth in the current collective bargaining agreements between the Target and the United Food and Commercial Workers’ District Union Local One,”

ii.Section 8.03 of the Credit Agreement is hereby deleted in its entirety and the following substituted in its stead:

“8.03       Application of Funds.  After the exercise of remedies provided for in Section 8.02 (or after the Loans have automatically become immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 8.02), any amounts received on account of the Obligations shall be applied by the Administrative Agent in the following order:

First, to payment of that portion of the Obligations (excluding the Other Liabilities) constituting fees, indemnities, Credit Party Expenses and other amounts (including fees, charges and disbursements of counsel to the Administrative Agent and the Collateral Agent and amounts payable under Article III) payable to the Administrative Agent and the Collateral Agent, each in its capacity as such;

Second, to payment of that portion of the Obligations (excluding the Other Liabilities) constituting indemnities, Credit Party Expenses, and other amounts (other than principal, interest and fees) payable to the Lenders and the L/C Issuer (including fees, charges and disbursements of counsel to the respective Lenders

21

and the L/C Issuer and amounts payable under Article III), ratably among them in proportion to the amounts described in this clause Second payable to them;

Third, to the extent not previously reimbursed by the Lenders, to payment to the Agents of that portion of the Obligations constituting principal and accrued and unpaid interest on any Permitted Overadvances;

Fourth, to the extent that Swing Line Loans have not been refinanced by a Committed Loan, payment to the Swing Line Lender of that portion of the Obligations constituting accrued and unpaid interest on the Swing Line Loans;

Fifth, to the extent that Swing Line Loans have not been refinanced by a Committed Loan, to payment to the Swing Line Lender of that portion of the Obligations constituting unpaid principal of the Swing Line Loans;

Sixth, to payment of that portion of the Obligations constituting accrued and unpaid interest on the Loans, L/C Borrowings and other Obligations (other than the Term Loan), and fees (including Letter of Credit Fees but excluding Early Termination Fees), ratably among the Lenders and the L/C Issuer in proportion to the respective amounts described in this clause Sixth payable to them;

Seventh, to payment of that portion of the Obligations constituting unpaid principal of the Loans (other than the Term Loan) and L/C Borrowings, ratably among the Lenders and the L/C Issuer in proportion to the respective amounts described in this clause Seventh held by them;

Eighth, to the Administrative Agent for the account of the L/C Issuer, to Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit;

Ninth, to payment of that portion of the Obligations constituting accrued and unpaid interest on the Term Loan, ratably among the Term Lenders in proportion to the respective amounts described in this clause Ninth payable to them;

Tenth, to payment of that portion of the Obligations constituting unpaid principal of the Term Loan, ratably among the Term Lenders in proportion to the respective amounts described in this clause Tenth held by them;

Eleventh, to payment of all other Obligations (including, without limitation, the cash collateralization of unliquidated indemnification obligations as provided in Section 10.04 and Early Termination Fees, but excluding any Other Liabilities), ratably among the Credit Parties in proportion to the respective amounts described in this clause Eleventh held by them;

22

Twelfth, to payment of that portion of the Obligations arising from Cash Management Services, ratably among the Credit Parties in proportion to the respective amounts described in this clause Twelfth held by them;

Thirteenth, to payment of all other Obligations arising from Bank Products, ratably among the Credit Parties in proportion to the respective amounts described in this clause Thirteenth held by them; and

Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Loan Parties or as otherwise required by Law.

Subject to Section 2.03(c), amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Eighth above shall be applied to satisfy drawings under such Letters of Credit as they occur.  If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above.

g.Amendments to Article X.  Section 10.01(b) of the Credit Agreement is hereby amended by adding “or the Term Loan Maturity Date, as applicable” after the words “Maturity Date” therein.

4.Amendments to Exhibits.

i.Exhibit F to the Credit Agreement (Borrowing Base Certificate) is hereby deleted in its entirety and Exhibit F attached hereto substituted in its stead.

ii.Exhibit C-1 (Form of Term Note) attached hereto is hereby annexed as Exhibit C-1 to the Credit Agreement.

5.Amendments to Schedules.  Schedule 2.01 to the Credit Agreement (Commitments and Applicable Percentages) is hereby deleted in its entirety and Schedule 2.01 attached hereto substituted in its stead.

6.Conditions to Effectiveness.  This Amendment shall not be effective until each of the following conditions precedent have been fulfilled to the satisfaction of the Agents; provided that if such conditions precedent have not been fulfilled on or prior to March 15, 2010, the agreement of the Agent and the Lenders to enter into this Amendment shall be void and of no further force and effect:

a.This Amendment shall have been duly executed and delivered by the Loan Parties and the Lenders, and the Administrative Agent shall have received a fully executed copy hereof.

23

b.The Administrative Agent shall have received the fully executed Bridge Financing Loan Documents and a Joinder to the Note Security Agreement (as defined in the Intercreditor Agreement), each in the form of the January 29, 2010 drafts of such agreements, without giving effect to any amendment, modification or waiver thereof which the Administrative Agent reasonably determines is materially adverse to the Lenders (unless the Administrative Agent consents to such amendment, modification or waiver, which consent shall not be unreasonably withheld or delayed).

c.The Administrative Agent shall have received a certification by the Loan Parties confirming that the incurrence of Indebtedness pursuant to the Term Loan and the increase in the Aggregate Commitments is permitted under the Indenture.

d.The Administrative Agent shall have received (i)  legal opinions of counsel to the Loan Parties substantially in the form attached as Schedule A hereto and (ii) such customary corporate resolutions, certificates and other corporate documents as the Agents shall reasonably request, including, without limitation, a certificate from the chief financial officer of the Lead Borrower certifying that the Loan Parties, on a consolidated basis after giving effect to the transactions contemplated hereby, are Solvent.

e.The Agents shall have received and be satisfied with detailed financial projections and business assumptions for the Loan Parties and their Subsidiaries on (x) a monthly basis for the twelve month period following the First Amendment Effective Date and (y) on an annual basis, for each fiscal year thereafter through 2012, including, in each case, a consolidated income statement, balance sheet, statement of cash flow and Availability analysis.  The Agents acknowledge that the business plan dated January 3, 2010, as supplemented by the business plan dated January 25, 2010, satisfies the requirements of this clause (e) (provided that any material revisions to such business plan shall be reasonably acceptable to the Agents, whose consent shall not be unreasonably withheld or delayed).

f.All necessary consents and approvals to the Penn Traffic Acquisition as set forth in the January 7, 2010 draft of the Penn Traffic Acquisition Agreement, as amended pursuant to that certain Amendment to Asset Purchase Agreement dated as of January 29, 2010 and that certain Assignment Agreement dated as of January 29, 2010 between Tops Markets, LLC and Tops PT, LLC, without giving effect to any further amendment, modification or waiver thereof which the Administrative Agent reasonably determines is materially adverse to the Lenders (unless the Administrative Agent consents to such further amendment, modification or waiver, which consent shall not be unreasonably withheld or delayed) (such draft and amendment, as further amended, modified or waived in accordance herewith, collectively, the “Specified Draft”) shall have been

24

obtained, including, without limitation, the receipt of all necessary governmental approvals.

g.No Material Adverse Effect shall have occurred with respect to the Loan Parties.

h.The condition precedent set forth in Section 7.2(h) (“Material Adverse Changes”) of the Specified Draft shall have been fulfilled.

i.The consummation of the Penn Traffic Acquisition shall have occurred on the terms set forth in the Specified Draft.

j.The bankruptcy court in the Chapter 11 case of the Target shall have entered an order authorizing the sale of the assets of the Target to the Borrowers in accordance with the terms of the Specified Draft, which order shall be on terms and conditions reasonably satisfactory to the Administrative Agent, and such order shall not have been stayed pending appeal.

k.The Loan Parties shall have paid the fees set forth in that certain Fee Letter dated as of January 7, 2010 by and between the Lead Borrower, Banc of America Securities LLC and the Administrative Agent.

l.Availability on the First Amendment Effective Date, after giving effect to all Credit Extensions made on such date, shall be greater than or equal to $20,000,000.

m.After giving effect to this Amendment and the transactions contemplated hereby (including, without limitation, the making of the Term Loan on the First Amendment Effective Date), no Default or Event of Default shall have occurred and be continuing.

7.Binding Effect.  The terms and provisions hereof shall be binding upon and inure to the benefit of the parties hereto and their heirs, representatives, successors and assigns.

8.Expenses.  The Loan Parties shall reimburse the Agents for all costs, fees and expenses incurred in connection herewith, including, without limitation, reasonable attorneys’ fees to the extent invoiced three Business Days prior to the First Amendment Effective Date.

9.Multiple Counterparts.   This Amendment may be executed in multiple counterparts, each of which shall constitute an original and together which shall constitute but one and the same instrument.

10.Governing Law.  This Amendment shall be construed, governed, and enforced pursuant to the laws of the State of New York.

25

IN WITNESS WHEREOF, this Amendment has been duly executed and delivered by each of the parties hereto as a sealed instrument as of the date first above written.

TOPS MARKETS, LLC, as Lead Borrower and as a Borrower
By:	/s/
Name:
Title:
TOPS PT, LLC, as a Borrower
By:	TOPS MARKETS, LLC, as sole member
By:	/s/
Name:
Title:
TOPS HOLDING CORPORATION, as a Guarantor
By:	/s/
Name:
Title:
TOPS GIFT CARD COMPANY, LLC, as a Guarantor
By:	/s/
Name:
Title:

26

BANK OF AMERICA, N.A., as Administrative Agent and as Collateral Agent, and as a Lender
By:	/s/ Roger Malouf
Name:	Roger Malouf
Title:	Vice President
MORGAN STANLEY SENIOR FUNDING, INC., as a Lender
By:	/s/
Name:
Title:
HSBC BUSINESS CREDIT (USA) INC., as a Lender
By:	/s/
Name:
Title:

27

EX-10.3

Exhibit 10.3

EXECUTION COPY

JOINDER AGREEMENT

This JOINDER AGREEMENT (this “Joinder”) is made as of January 29, 2010 by and between:

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

BANK OF AMERICA, N.A., as Administrative Agent, Collateral Agent, Swing Line Lender and L/C Issuer;

in consideration of the mutual covenants herein contained and benefits to be derived herefrom.

W I T N E S S E T H :

A.            Reference is made to a certain Credit Agreement, dated as of October 9, 2009 (as amended, modified, supplemented or restated and in effect from time to time, the “Credit Agreement”), by and among (i) Tops Markets, LLC, a New York limited liability company, for itself and as agent (in such capacity, the “Lead Borrower”) for the other Borrowers from time to time party thereto (individually, an “Existing Borrower” and, collectively with the Lead Borrower, the “Existing Borrowers”), (ii) the Existing Borrowers, (iii) the Guarantors from time to time party thereto (the “Existing Guarantors”), (iv) the Lenders from time to time party thereto (individually, a “Lender” and, collectively, the “Lenders”), and (v) Bank of America, N.A, as Administrative Agent, Collateral Agent, Swing Line Lender and L/C Issuer.  All capitalized terms used herein, and not otherwise defined herein, shall have the meanings assigned to such terms in the Credit Agreement.

B.            The New Borrower desires to become a party to, and be bound by the terms of, the Credit Agreement and the other Loan Documents in the same capacity and to the same extent as the Existing Borrowers thereunder.

C.            Pursuant to the terms of the Credit Agreement, in order for the New Borrower to become a party to the Credit Agreement and the other Loan Documents as provided herein, the New Borrower and the Existing Borrowers and Existing Guarantors are required to execute this Joinder.

1

NOW, THEREFORE, in consideration of the premises contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

1.Joinder and Assumption of Obligations.  Effective as of the date of this Joinder, the New Borrower hereby acknowledges that the New Borrower has received and reviewed a copy of the Credit Agreement and the other Loan Documents, and hereby:

(a)joins in the execution of, and becomes a party to, the Credit Agreement and the other Loan Documents as a Borrower thereunder, as indicated with its signature below;

(b)covenants and agrees to be bound by all covenants, agreements, liabilities and acknowledgments of a Borrower under the Credit Agreement and the other Loan Documents as of the date hereof (other than covenants, agreements, liabilities and acknowledgments that relate solely to an earlier date), in each case, with the same force and effect as if such New Borrower was a signatory to the Credit Agreement and the other Loan Documents and was expressly named as a Borrower therein;

(c)makes all representations, warranties, and other statements of a Borrower under the Credit Agreement and the other Loan Documents, as of the date hereof (other than representations, warranties and other statements that relate solely to an earlier date), in each case, with the same force and effect as if such New Borrower was a signatory to the Credit Agreement and the other Loan Documents and was expressly named as a Borrower therein; and

(d)assumes and agrees to perform all applicable duties and Obligations of a Borrower under the Credit Agreement and the other Loan Documents.

2.Grant of Security Interest.  To secure the prompt and complete payment, performance and observance of all of the Obligations and all renewals, extensions, restructurings and refinancings thereof, the New Borrower hereby grants, mortgages, pledges and hypothecates to the Collateral Agent, for the benefit of the Collateral Agent and the Credit Parties, a Lien upon all of its right, title and interest in, to and under the Collateral.

3.Supplemental Schedules.  To the extent that any changes in any representations, warranties, and covenants require any amendments to the schedules to the Credit Agreement or any of the other Loan Documents, such schedules are hereby updated, as evidenced by the supplemental schedules (if any) annexed to this Joinder.

4.Ratification of Loan Documents.  Except as specifically amended by this Joinder and the other documents executed and delivered in connection herewith, all of the terms and conditions of the Credit Agreement and of the other Loan Documents shall remain in full

2

force and effect as in effect prior to the date hereof, without releasing any Loan Party thereunder or Collateral therefor.

5.Conditions Precedent to Effectiveness.  This Joinder shall not be effective until each of the following conditions precedent has been fulfilled to the reasonable satisfaction of the Administrative Agent:

(a)This Joinder shall have been duly executed and delivered by the respective parties hereto, and shall be in full force and effect.

(b)All action on the part of the New Borrower and the other Loan Parties necessary for the valid execution, delivery and performance by the New Borrower and the other Loan Parties of this Joinder and all other documentation, instruments, and agreements to be executed in connection herewith shall have been duly and effectively taken and evidence thereof reasonably satisfactory to the Administrative Agent shall have been provided to the Administrative Agent.

(c)The New Borrower shall have delivered the following to the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent:

(i)Certificate of Legal Existence and Good Standing (or its equivalent, as applicable) issued by the Secretary of the State of its incorporation or organization.

(ii)A certificate of an authorized officer of the due adoption, continued effectiveness, and setting forth the text, of each corporate resolution adopted in connection with the assumption of obligations under the Credit Agreement and the other Loan Documents, and attesting to the true signatures of each Person authorized as a signatory to any of the Loan Documents, together with true and accurate copies of all Organization Documents.

(iii)Such other documents and agreements as the Administrative Agent or the Collateral Agent may reasonably require to accomplish the purposes hereof.

(d)Upon the request of the Administrative Agent in its sole discretion, the Administrative Agent shall have received a written legal opinion of the New Borrower’s counsel, addressed to the Administrative Agent, the Collateral Agent and the other Credit Parties, covering such matters relating to the New Borrower, the Loan Documents and/or the transactions contemplated hereby as the Administrative Agent may reasonably request.

3

(e)The Collateral Agent shall have received all documents and instruments, including UCC financing statements and Blocked Account Agreements, required by Law or reasonably requested by the Administrative Agent or the Collateral Agent to create or perfect the Lien intended to be created under the Security Documents and all such documents and instruments shall have been so filed, registered or recorded to the satisfaction of the Administrative Agent; provided that, with respect to any Blocked Account Agreement required to be delivered by the New Borrower under the Loan Agreement, the New Borrower shall, within thirty (30) days after the date hereof (or such longer period of time as may be agreed to by the Administrative Agent in its reasonable discretion), deliver or cause to be delivered to the Collateral Agent any such Blocked Account Agreement.

(f)All reasonable fees and Credit Party Expenses incurred by the Agents and the other Credit Parties in connection with the preparation and negotiation of this Joinder and related documents (including, without limitation, the reasonable fees and expenses of counsel to the Agentsin connection with the preparation, negotiation, execution and delivery of this Joinder and the other documents, instruments and agreements required pursuant to this Section 5) shall have been paid in full by the New Borrower.

6.Miscellaneous.

(a)This Joinder may be executed in several counterparts and by each party on a separate counterpart, each of which when so executed and delivered shall be an original, and all of which together shall constitute one instrument.  Delivery of an executed signature page of this Joinder by facsimile or other electronic transmission shall be binding on the parties hereto as if the original of such facsimile or other electronic transmission had been delivered.

(b)This Joinder expresses the entire understanding of the parties with respect to the transactions contemplated hereby.  No prior negotiations or discussions shall limit, modify, or otherwise affect the provisions hereof.

(c)Any determination that any provision of this Joinder or any application hereof is invalid, illegal or unenforceable in any respect and in any instance shall not affect the validity, legality, or enforceability of such provision in any other instance, or the validity, legality or enforceability of any other provisions of this Joinder.

(d)To the extent not paid by the New Borrower pursuant to Section 5(f) above, the Existing Borrowers and Existing Guarantors shall, within ten (10) days after demand therefor, pay all reasonable fees and other Credit Party Expenses of the

4

Agents and the other Credit Parties required to be paid by the New Borrower pursuant to Section 5(f) above.

(e)The New Borrower warrants and represents that the New Borrower is not relying on any representations or warranties of the Administrative Agent, the Collateral Agent or the other Credit Parties or their counsel in entering into this Joinder.

(f)THIS JOINDER SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

[SIGNATURE PAGES FOLLOW]

5

IN WITNESS WHEREOF, each of the undersigned has caused this Joinder to be duly executed and delivered by its proper and duly authorized officer as of the date set forth below.

NEW BORROWER:
TOPS PT, LLC
By: TOPS MARKETS, LLC, as sole member
By:	/s/ Frank Curci
Name:	Frank Curci
Title:	President and Chief Executive Officer
ADMINISTRATIVE AGENT:
BANK OF AMERICA, N.A.
By:	/s/ Roger Malouf
Name:	Roger Malouf
Title:	Vice President
COLLATERAL AGENT:
BANK OF AMERICA, N.A.
By:	/s/ Roger Malouf
Name:	Roger Malouf
Title:	Vice President

Signature Page

Tops PT Joinder Agreement

Acknowledged and Agreed:
EXISTING BORROWERS:
TOPS MARKETS, LLC
By:	/s/ Frank Curci
Name:	Frank Curci
Title:	Chief Executive Officer
EXISTING GUARANTORS:
TOPS HOLDING CORPORATION
By:	/s/ Eric Kanter
Name:	Eric Kanter
Title:	Vice President and Treasurer
TOPS GIFT CARD COMPANY, LLC
By:	/s/ Frank Curci
Name:	Frank Curci
Title:	Chief Executive Officer

Signature Page

Tops PT Joinder Agreement

EX-10.4

Exhibit 10.4†

Execution Copy

TOPS MARKETS, LLC

SUPPLY AGREEMENT

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.

W I T N E S S E T H :

WHEREAS, C&S operates warehouse and distribution centers, performs procurement and wholesale supply services, and provides related operational services to its retail grocery customers;

WHEREAS, Tops engaged C&S to provide Tops with certain warehousing, distribution and procurement services related to the supply of supermarket products to Tops pursuant to the terms and conditions set forth in the Amended and Restated Supply Agreement by and among Tops, C&S and certain Affiliates of C&S, dated as of June 15, 2007, together with any and all amendments thereto (the “Prior Agreement”); and

WHEREAS, the Parties wish to materially change their contracting relationship as it exists under the Prior Agreement in accordance with the terms and conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants and obligations hereinafter set forth, the Parties hereto, intending to be legally bound, hereby agree as follows:

ARTICLE 1

PRELIMINARY MATTERS

1.1Preliminary Statement.  The Parties wish to establish, as of the Effective Date, a * (defined below) provided to Tops by C&S pursuant to this Agreement in connection with the sale to Tops of supermarket products for resale at the Tops Stores.  The Parties further desire to collaborate with respect to the exploration, evaluation and implementation of opportunities to reduce Tops’ supply chain costs and allow the Parties to benefit from such opportunities as they may arise, subject to the terms of this Agreement.

1.2Services.  During the Term (as defined in Section 9.1), C&S shall provide to Tops warehousing, transportation, procurement, purchasing and related services on the terms and conditions set forth in this Agreement.  Collectively, the Warehousing Services, the Transportation Services, the Procurement and Purchasing Services, and the Additional Services (each as more specifically defined and described in this Agreement) shall be referred to as the “Services”).

† Confidential portions of this agreement have been omitted and filed separately with the Securities and Exchange Commission under a request for confidential treatment. The portions of this agreement that have been omitted and filed separately with the Securities and Exchange Commission are denoted by the use of an asterisk in this agreement.

* Confidential treatment has been requested and the redacted material has been filed separately with the Securities and Exchange Commission.

1

1.3Services Commencement Date; Term.  The “Services Commencement Date” shall be the date on which C&S will begin providing the Services to Tops pursuant to the terms of this Agreement, which date shall be November 22, 2009.  The Term of this Agreement is as set forth in Section 9.1 hereof.  The schedule of Contract Years during the Term is set forth on Exhibit 1.3 attached hereto.

1.4Prior Agreement. Subject to the terms set forth in this Section 1.4, the Prior Agreement shall remain in force and effect until the Services Commencement Date.  On the Services Commencement Date, this Agreement shall in all respects replace and supersede the Prior Agreement, which shall be terminated and no longer in effect as of the Services Commencement Date (except the relevant provisions of the Prior Agreement may survive for the limited purposes set forth in this Section 1.4); provided, however, with respect to any claim or cause of action that becomes known subsequent to the Services Commencement Date (and could not have been known, through ordinary diligence, prior to the Services Commencement Date) and arises from or is related to any set of facts or circumstances which arose or existed prior to the Services Commencement Date, the terms and conditions of the Prior Agreement (including those related to dispute resolution) shall control.  However, all claims that were known to a complaining Party, or through ordinary diligence could have been known by such Party, prior to the Services Commencement Date shall be deemed waived and the complaining Party shall be forever barred from raising such claims as against the other Party, except with respect to such amounts as have been billed before the Services Commencement Date but not paid as of the Services Commencement Date and any amounts subject to any claims related to deducted amounts disputed by a third party or amounts charged back by any third party against C&S with respect to Tops business.  For the avoidance of doubt, no Affiliate of either Party (other than Erie) is or shall be deemed to be a Party to this Agreement.  Notwithstanding anything above in this Section 1.4, each Party represents and warrants to the other Party that, as of the Effective Date, such Party does not know of any claims it or any of its Affiliates may possess against such other Party or any of its Affiliates under the Prior Agreement (other than possible claims relating to any amounts billed and outstanding as of the Effective Date).  *

1.5Operating Budget.   Commencing with the Services Commencement Date, the Parties shall operate in accordance with the budgeted costs and income items set forth in the applicable Approved Budget (each such budget subject to the approval and adjustment provisions set forth Article 4).  Exhibits 1.5(a)-(d) to this Agreement and referred to below comprise the C&S budget for its 2009 fiscal year (i.e., beginning September 27, 2008 and ending September 26, 2009) (collectively, the “2009 Budget”).  Such Exhibits are attached to this Agreement strictly for the purpose of reflecting the basis for the components of the Baseline Budget (which Baseline Budget, attached as Exhibit 4.7(a) hereto, is hereby agreed to by the Parties and, subject to adjustment of the Baseline Budget as set forth herein, is binding on the Parties, including without limitation, in connection with the calculation of the Gainshare in accordance with Section 4.7) and for illustrating an example of a future Approved Budget.  The 2009 Budget reflects the budgeted costs and income items applicable to C&S’s 2009 fiscal year as follows:

(a)For services provided by C&S with respect to all Merchandise other than the GM/HBC Merchandise (for purposes hereof, the “Mainline Operations”):

· Exhibit 1.5(a) — (1) (Summary of Budgeted Costs — Mainline Operations)

· Exhibit 1.5(b) — (1) (Total Warehousing Costs — Mainline Operations)

· Exhibit 1.5(c) — (1) (Total Transportation Costs — Mainline Operations)

(b)For services provided by C&S with respect to the GM/HBC Merchandise only (the “GM/HBC Operations”):

· Exhibit 1.5(a) — (2) (Summary of Budgeted Costs — GM/HBC)

· Exhibit 1.5(b) — (2) (Total Warehousing Costs — GM/HBC (under the heading “Tops Allocation”) )

· Exhibit 1.5(c) — (2) (Total Transportation Costs — GM/HBC)

(c)For procurement and purchasing services with respect to all Merchandise including GM/HBC):

· *

The Parties shall use the Baseline Budget for the purpose of computing whether and to what extent a Cost Savings Gainshare Incentive Fee is payable to C&S, as described in Section 4.7(d) hereof.  All future Approved Budgets will comport substantially with the form of the 2009 Budget, and will similarly include a “Summary of Budgeted Costs” and categories of expenses and revenues, subject to modifications mutually agreed to by the Parties.  The Parties agree that the 2009 Budget does, and each subsequent Approved Budget shall, cover periods corresponding to C&S’s fiscal year, which is each 52-week period (or 53-week period every five to six years) terminating on the last Saturday in September of each year.  The Parties will make any prorations (for example, to the Baseline Budget and the Services Fees) necessary to account for any 53-week Contract Year.

* Confidential treatment has been requested and the redacted material has been filed separately with the Securities and Exchange Commission.

2

1.6Performance Standards.  C&S covenants and agrees to perform the Services and the Other Services, subject to the terms and conditions contained in this Agreement, and to maintain and operate the Facilities (including the cleanliness thereof) with the degree of care, skill and diligence consistent with an experienced, reputable entity operating a warehouse and distribution center; provided however, that with respect to the maintenance and operation of any Tops owned Facility, C&S’s obligations under this Agreement will not exceed its obligations agreed to by C&S under the applicable lease with respect to such Facility.  C&S covenants and agrees that it shall use commercially reasonable efforts to identify for Tops all necessary and desirable steps and measures to permit C&S to comply with its obligations under this Agreement and to reflect the same in the applicable Approved Budget or Flex Budget.  In addition to any of its other obligations as set forth in this Agreement, C&S covenants and agrees that during the Term, it will:

(a)take all necessary and reasonable steps and precautions to protect Merchandise from weather, water, theft, vandalism and all other reasonably foreseeable hazards and damages;

(b)comply with all material federal, state and local Laws, rules, regulations, by-laws, zoning legislation, guidelines, ordinances, orders and any other restrictions, covenants and other limitations (including, without limitation, those in respect of environmental and health and safety matters) applicable to the occupation and operation of the Facilities, the providing of the Services and Other Services and to otherwise comply with the terms and conditions of this Agreement.  C&S shall keep in full force and effect all licenses, registrations and other qualifications imposed by any applicable governmental authorities necessary to occupy and operate the Facilities, and to provide the Services and Other Services and to otherwise fulfill the terms and conditions of this Agreement;

(c)except as otherwise instructed by Tops in writing, not place any Merchandise in proximity to any other products or any material that is or may be noxious, flammable, hazardous or whose characteristics may adversely affect the quality, fitness or intended purpose, merchantability and other characteristics of the Merchandise or otherwise cause in any manner whatsoever Merchandise to be adulterated or deteriorate;

(d)deliver Merchandise that meets Tops’ reasonable quality standards as set forth in Exhibit 1.6(d) attached hereto, and that is materially free from damage including,

* Confidential treatment has been requested and the redacted material has been filed separately with the Securities and Exchange Commission.

3

but not limited to, temperature damage, and materially free from evidence of rodents or insects; and

(e)maintain all of the Fixed Assets in good working order and promptly (or as soon as practicable in the case of refrigeration equipment) repair and/or replace any Fixed Assets that may prevent or hinder C&S’s ability to provide the Services and/or Other Services in accordance with the terms and conditions of this Agreement.  C&S covenants and agrees that it shall use commercially reasonable efforts to identify all necessary and desirable maintenance and repair requirements outlined in this clause (e) to Tops and to reflect the same in the applicable Approved Budget or Flex Budget, as the case may be.

ARTICLE 2

WAREHOUSING AND TRANSPORTATION SERVICES; FACILITIES; FIXED ASSETS

2.1Warehousing and Transportation Services Generally.  As of the Services Commencement Date, C&S shall perform the Warehousing Services and Transportation Services (each as defined below) from the Facilities in accordance with and subject to the terms and conditions set forth in this Agreement.  C&S will charge Tops for all Costs related to providing the Warehousing and Transportation Services, on an actual cost, pass-through basis, as more specifically described in Article 4 of this Agreement.  For clarification, the amount of Costs payable by Tops in respect of the Warehousing Services and Transportation Services for any Contract Year will not exceed the Costs actually incurred by C&S in connection with such Warehousing Services and Transportation Services for such Contract Year.

2.2Warehousing Services.  During the Term, C&S shall provide to Tops warehousing services related to the supply of Merchandise on the terms and conditions set forth in this Agreement (collectively, the “Warehousing Services”).  Such Warehousing Services will include, but are not limited to: the daily operation and maintenance of the Facilities; handling and confirming receipt of inbound orders; loading and unloading; cross-docking; storage; selection; pallet building; case labeling (where applicable); cardboard baling (for pick-up and disposal by Tops); monitoring vendor compliance; tracking warehouse income, where applicable; processing claims for recovery of lost or damaged Merchandise, as applicable; banana ripening; employing personnel for the provision of the Warehousing Services whose training and skill are consistent with industry standards; and interfacing with Tops personnel, as appropriate.

2.3Transportation Services.

(a)General.  C&S shall be responsible for inbound transportation of Merchandise from Tops’ vendors to the Facilities and for the routing and overall management of outbound transportation and the delivery of Merchandise from the Facilities to Tops Stores.  C&S’s management of the inbound and outbound transportation of Merchandise, including undertaking to arrange for delivery by third party contract carriers, shall be referred to as the “Transportation Services”.

(i)Inbound Transportation.  As part of the Transportation Services, C&S shall manage inbound delivery of Merchandise as it is shipped from vendors thereof to the Facilities.

(ii)Outbound Transportation.  As part of the Transportation Services, C&S shall manage the design, development and implementation of outbound Transportation Services, including, but not limited to, transportation network configuration and routing and the overall management of such Transportation Services supporting the Tops Stores.  C&S shall arrange for the diligent, professional and reasonably expeditious transport of such Merchandise to the Tops Stores, which may be through the hiring of reputable contract carriers on a sub-contracted basis.  C&S acknowledges and agrees that it will be responsible for the management of any such contract carriers in connection with the performance of the Transportation Services, and the costs related thereto will be incorporated into the Approved Budget and/or any Flex Budget as applicable.  Notwithstanding the foregoing, at any time Tops may, at its option and cost, elect to pick up all Merchandise (rather than continue to receive deliveries from C&S) from each applicable Facility from and after the date specified in Tops’ notice of such election, so long as Tops provides to C&S reasonable advance

* Confidential treatment has been requested and the redacted material has been filed separately with the Securities and Exchange Commission.

4

notice of such election to commence the pick up of Merchandise.  In connection with the pick up of Merchandise by Tops, the parties will develop mutually agreed timelines and procedures.  Tops will remain responsible for any and all Costs of C&S related to the pick up of Merchandise and for any and all Costs related to Transportation Services reflecting actual costs incurred by C&S * For clarification, none of the Services Fees payable by Tops to C&S will be reduced in connection with the pick up of Merchandise by Tops.

(b)Costs and Other Matters.  All costs associated with the Transportation Services to Tops, which shall be part of the overall Costs payable by Tops, shall be incorporated by C&S into and made a part of each Approved Budget or Flex Budget, as the case may *.  For clarification, title to Merchandise shall remain with C&S until (i) such time as the trailer containing Merchandise exits the loading dock of the applicable Facility, in the case of Merchandise that is picked up from the Facility by a Tops driver or contract carrier arranged for by Tops; or (ii) such time as the trailer containing Merchandise is received at the destination Tops Store, in the case of Merchandise that is transported by a C&S driver or otherwise picked up from the Facility by a contract carrier arranged for by C&S; provided, that for clarification, any costs associated with theft or damage to Merchandise and/or Fixed Assets shall constitute Costs for which Tops is responsible.  Store polling and deliveries will be made in accordance with a polling and delivery schedule that the Parties will jointly establish and may subsequently modify from time to time. *.

(c)Cooperation in Developing Network Efficiencies.  The Parties shall, from time to time, mutually discuss and use commercially reasonable efforts to explore opportunities to achieve efficiencies in the distribution network for Tops with respect to the delivery of Merchandise to Tops Stores, which may include seeking efficiencies through reduced or alternative shipping points, reduced or alternative delivery frequencies, increased full truckload deliveries and modifications to delivery schedules.  If the Parties determine to jointly pursue any opportunities, the Parties will cooperate in the development and implementation of initiatives designed to take advantage of such opportunities.

(d)Recalls.  As part of the Services, if any Merchandise supplied to Tops Stores is recalled or withdrawn as part of formal recall procedures (the “Recalled Merchandise”), at Tops’ request C&S will arrange for the pick up of any such Recalled Merchandise from Tops Stores for disposal or return to the applicable vendor, so long as such request is not inconsistent with any Laws or procedures C&S is subject to in connection with such recall.  Tops will prepare the Recalled Merchandise for shipment and clearly identify such product as “Recalled Merchandise” prior to pick up by C&S.  Notwithstanding anything herein to the contrary, Tops will remain responsible for its compliance with any Laws and recall procedures applicable to any such Recalled Merchandise, including the removal of any such Recalled Merchandise from Tops’ Store shelves and preparation for pick up.   C&S will replenish Tops Stores with replacement Merchandise purchased by Tops, to the extent comparable replacement Merchandise is available. * For clarification, no product credits will be issuable to Tops in connection with any product supplied to Tops by DSD vendors or otherwise not supplied by C&S.

2.4Facilities; Facility Decisions.

(a)The Parties acknowledge and agree that as of the Effective Date, the * Facilities are utilized to support the Tops Stores; provided, however, that nothing herein shall prohibit or restrict C&S from performing any services or activities of any sort whatsoever from any Facility on behalf of its other customers or for its own account.

* Confidential treatment has been requested and the redacted material has been filed separately with the Securities and Exchange Commission.

5

(b)During the Term, if C&S wishes to undertake a closure of any Facility and/or a relocation of the Services so as to be provided from any Replacement Facility, or otherwise automate all or any portion of the labor function at any such Facility (a “Facility Decision”), then C&S will so notify Tops, including written notice whether such Facility Decision is reasonably expected to result in a partial or complete withdrawal from a multiemployer pension plan and a good faith estimate of any expected withdrawal liability, and the Parties will review and discuss in good faith the details of such a Facility Decision, including the * anticipated as a result of such Facility Decision.  In connection with any Facility Decision which Tops has *, and which would *, then * Tops will *.  In connection with any Facility Decision for which Tops *, then * Tops * C&S shall be entitled to receive *.  Any other * related to any such Facility Decision,* will be considered by the Parties and addressed consistent with the foregoing.  If the Parties *, then C&S *.

2.5Fixed Assets.  Tops recognizes, understands and agrees that C&S may be required to purchase, lease or license equipment or systems specifically dedicated to support the Services and necessary to meet C&S’s obligations to Tops under this Agreement.  C&S shall not purchase, lease, license or otherwise acquire any new Fixed Assets, or change the financing terms of any current Fixed Asset financing arrangements, which would give rise to or increase Costs in any Fiscal Accounting Period in excess of what is set forth in an Approved Budget or Flex Budget without first obtaining the written consent of Tops, which consent shall not be unreasonably withheld, delayed or conditioned.  Any and all Fixed Assets which give rise to or increase Costs chargeable to Tops hereunder shall be depreciated in accordance with C&S’s depreciation schedule for such Fixed Assets as set forth on Exhibit 2.5.

ARTICLE 3

PROCUREMENT AND PURCHASING SERVICES; NET COST

3.1Merchandise.  Subject to the terms and conditions set forth in this Agreement, Tops shall purchase from C&S, and C&S shall sell to Tops, for use or resale at the Tops Stores (defined below), Tops’ entire requirements of merchandise in the following categories (collectively, “Merchandise”):  grocery, dry bakery, candy, spices, store supplies, dried produce, packaged meat, fresh meat, fresh deli, fresh seafood, produce, dairy, floral, frozen (mainline), frozen bakery, ice, ice cream, frozen commodity meat, frozen seafood, frozen deli, tobacco and GM/HBC (excluding cosmetics, panty hose and toys merchandise), but excluding the products set forth in the last sentence of this Section, for use or resale at the Tops Stores.  In connection with the foregoing Merchandise, C&S will provide the Procurement and Purchasing Services, subject to the terms and conditions set forth in this Article 3.  In addition to the specifically excluded GM/HBC items, Merchandise does not include products that are available for purchase by Tops through direct store delivery (“DSD”) vendors or cross dock vendors and designated as DSD or cross dock by the Parties from time to time.

3.2Tops Stores.  The term “Tops Stores” or “Stores” means all supermarket stores owned and operated by Tops or any of its subsidiaries as set forth on Exhibit 3.2, attached hereto.  In addition, the Parties intend that the term “Tops Stores” or “Stores” shall include any replacement store and any new supermarket store or supermarket store hereafter acquired by Tops or any of its subsidiaries, to the extent that *.  With respect to the inclusion of any such replacement, new or acquired store as a Tops Store, any time there is a net increase in the number of Tops Stores from the then current level of Tops Stores the Parties will *, and the Parties will make such other adjustments or modifications to this Agreement as may be appropriate.  Furthermore, C&S will make such adjustments to the then applicable Approved Budget (or Flex Budget, as applicable), as are necessary and appropriate to reflect the * to all of the Tops Stores, including such new stores.  With respect to any store or group of stores acquired by Tops *: (a) if such store or stores remain subject to a pre-existing agreement for the provision of logistics, procurement and/or purchasing services (a “Pre-existing Agreement”) with a provider other than C&S, Tops will not permit the renewal of such Pre-existing Agreement beyond its then-current term and, subject to the Parties’ agreement on any proposed modifications to this Agreement, this Agreement will apply with respect to such store or stores upon the expiration or termination (as appropriate) of such Pre-existing Agreement; and (b) *.

* Confidential treatment has been requested and the redacted material has been filed separately with the Securities and Exchange Commission.

6

3.3Procurement and Purchasing Services.

(a)During the Term, C&S will procure and purchase all Merchandise intended for use or resale at the Tops Stores, and manage all inventory of such Merchandise (collectively, the “Procurement and Purchasing Services”), subject to Section 3.3(b) below.  Tops may assume certain functions with respect to the procurement of the Merchandise, subject to any necessary modifications to this Agreement and the applicable Approved Budget (or Flex Budget, as applicable), *, and provided that none of the Services Fees payable to C&S under this Agreement shall be reduced.  For purposes of this Agreement, to “procure” shall mean to negotiate directly or indirectly with the applicable vendor with respect to all terms of the purchase of goods including, but not limited to, price, specifications, quantity, freight * (the “Purchase Terms”).  For the purposes of this Agreement, to “purchase” shall mean to:  (i) perform the physical act of purchasing goods through the execution and tender of purchase orders to an applicable vendor; (ii) to pay for such goods; and (iii) to own such goods for the period immediately preceding their resale to Tops.  The Procurement and Purchasing Services may include *  For clarification, Tops will be responsible for the procurement and purchase of any goods that are excluded from “Merchandise” to be supplied by C&S as set forth in Section 3.1 above.

(b)Notwithstanding clause (a) above, Tops may from time to time, * otherwise to be procured by C&S hereunder, provided that none of the Services Fees payable to C&S under this Agreement shall be reduced.  If *, C&S will issue the purchase order to the vendor, arrange for transportation (with respect to produce), confirm on receipt that the shipment meets Tops’ quality and receiving standards, as set forth on Exhibit 3.3(b), and receive the shipment at the applicable Facility. Tops shall be responsible for the spoilage of all *, consistent with Section 4.3(a)(x).  Furthermore, Tops will * with the vendor and C&S will * Tops Stores consistent with current practice.

(c)Each Party shall, with respect to the Merchandise it procures hereunder (i) procure such Merchandise, and otherwise operate, in accordance with all applicable Law and with prudent and ethical business practices; and (ii) in all cases use commercially reasonable efforts to negotiate for the most competitive price available with respect to the Merchandise that it procures.

3.4Collaboration with respect to Vendors.  Tops and C&S may collaborate, as jointly determined, in the procurement process.  For example, Tops and C&S may determine specifications applicable to the purchase by C&S of fresh produce and designate vendor(s) from whom specific fresh produce items shall be purchased.  Except as otherwise contemplated by Section 3.3(b), C&S will negotiate with vendors on all Purchase Terms for Merchandise, including but not limited to, cost and quantity, delivery date and *; provided, however, that Tops will assist C&S with any such negotiations as requested by C&S.  Tops understands that C&S may also negotiate inbound freight contracts with respect to Merchandise and assess logistics-related charges and penalties to vendors that do not meet inbound delivery standards.  At C&S’s request, Tops will assist C&S with any disputes that arise in connection with such assessments.  *

* Confidential treatment has been requested and the redacted material has been filed separately with the Securities and Exchange Commission.

7

3.5* Generally.  In performing the Procurement and Purchasing Services described hereunder, neither C&S nor any of its Affiliates *; rather, C&S * with the intended result being *.  Tops understands and acknowledges that C&S’s *, and that C&S *.  In connection with the procurement of Merchandise by C&S for Tops, Tops will work together with C&S * they relate to the volume of other C&S customers.

3.6Retailer Performance Funds.  Notwithstanding anything herein to the contrary, *, and C&S will not be responsible for *.

If and to the extent *  If Tops has any * with respect to *, Tops will resolve such *, and C&S will *.

3.7Promotional Purchases.  Unless Tops and C&S jointly determine otherwise, C&S shall book and purchase (*) promotional or other high-velocity Merchandise intended for use or resale at the Tops Stores, based upon Tops’ advance estimates of promotional volumes, product specifications, vendor designations, purchase quantities, delivery dates, store specific volume allocations, and other projections and information provided by Tops to C&S.

3.8Leftover Ad. For the purposes of this Agreement, “Leftover Ad Volume” shall mean the volume of any Merchandise originally comprising a promotional order that remains unshipped to Tops Stores as of the date upon which the applicable promotion concluded.  *.

3.9Inventory Control; Product Allocation.

(a)C&S will utilize appropriate inventory control procedures (e.g., physical inventories and cycle counts, as applicable) for regulating inventory levels (including investment buy formulas, taking into account the cost of money, and allocations of responsibility for inventory level overages or shortfalls) and handling short-coded or excess product.  In connection with the foregoing, with respect to any Shared Facilities, Tops will cooperate with C&S in regulating inventory levels as necessary to minimize any adverse impact on C&S’s business with its other customers.

(b)Any Merchandise located in any of the Shared Facilities which is available to C&S in limited quantities that are insufficient to support the demands of C&S’s customers being serviced from any such Facilities shall be allocated among Tops and such other customers during such period of limited supply based *.  In addition, if a vendor makes product available in limited quantities and the product has not been delivered to C&S, C&S shall use commercially reasonable efforts to allocate any such Merchandise among all of its facilities (including the Facilities) based upon *.  For the avoidance of doubt, all costs associated with inter-facility transfers of Merchandise that are necessary in order for C&S to satisfy the foregoing obligation to Tops constitute Costs chargeable to Tops consistent with Article 4.

3.10Procurement Service Levels.  With respect to the procurement service level applicable to the supply of Merchandise, the Parties agree as follows:

(a)Required Service Level.  The Parties’ mutual objective is to maintain: (i) a * service level on the Merchandise * (* the “Required Service Level”).

(b)Calculation of Service Level.     C&S will provide Tops a * “Service Level Reconciliation Report” showing, with respect to all orders processed for the given period, *.  In computing service level percentages,* for each computation, the numerator shall *, and the denominator shall *.

The term “ad overpull” means any promotional Merchandise volume in excess of the volume projections timely provided by Tops.  The term “manufacturer’s out-of-stock” refers to cases or shipping units (as the case may be) that: (i) were

* Confidential treatment has been requested and the redacted material has been filed separately with the Securities and Exchange Commission.

8

subject to a product recall; (ii) C&S provides within* after shipment to the Tops Stores written proof of out-of-stock status (e.g., a letter from the manufacturer indicating the quantity of the item that was unavailable from the manufacturer for the period in question, or a received purchase order issued within proper lead time indicating the quantity of the item that was cut by the manufacturer); or (iii) the manufacturer has refused to ship product due to a dispute over an Accounts Receivables * and C&S provides such evidence as described in clause (ii) of this paragraph.  C&S’s Service Level Reconciliation Report will be used to establish whether the Required Service Level has been attained, which service level report shall set forth *.

(c)Service Level Default.  A “Service Level Default” shall be deemed to have occurred if, for any reason (except to the extent caused by a default by Tops under this Agreement or an event of Force Majeure), C&S fails to maintain the applicable Required Service Level during *.  Each period * shall be a “Measurement Period.”

(d)Cure of Service Level Default.  Should Tops believe that a Service Level Default has occurred, Tops shall notify C&S and C&S shall use its best efforts to immediately restore the applicable Required Service Level.  If during or prior to the * following the occurrence of a Service Level Default the applicable Required Service Level is achieved, then the Service Level Default shall be cured and new Measurement Periods shall begin.  Failure to achieve the applicable Required Service Level during or prior to the end of such * shall constitute a Service Level Default by C&S and Tops will be entitled to a penalty payment (the “Penalty Payment”) to the extent that the actual service level is below the applicable Required Service Level during such week until the Required Service Level is restored (“Penalty Period”).  The amount of the Penalty Payment shall be equal to: *.  The Penalty Payment shall be paid within *. *.

To the extent that the average actual service level percentage for any week is above *, C&S shall be given a credit equal to *.  C&S shall use the aggregate of any Service Level Credits to set-off against any Penalty Payment that it may owe for service levels below the applicable Required Service Level but above *.

Example of Penalty Payment.  If a Penalty Period lasted for one week, the average actual service level during such Penalty Period was *, the number of cases of Merchandise * delivered during such Penalty Period was * and the Service Level Credit was *, then the Penalty Payment would be equal to *.

(e)Holiday Service Default.  The holiday seasons, i.e. * Easter, Memorial Day, July 4th, Thanksgiving, Christmas and New Year’s Eve, are critical to Tops.  If C&S fails to meet the applicable Required Service Levels for any such * period, then C&S shall pay a Penalty Payment as set forth in Section 3.10(d), above, with * with respect to such * period, and with no reduction for Service Level Credit.

(f)Escalation; Service Level Termination.  A member of C&S’s senior level management will be made available to discuss any service level concerns of Tops related to Service Level Defaults as Tops may request.  If the average actual service level percentage is below * for *, and Tops has provided C&S with Timely Notice of Termination, then Tops may terminate this Agreement within * following the end of the last applicable Measurement Period.  “Timely Notice of Termination” means (a) in the case of Section 3.10(f)(i), within * following the end of the * Measurement Period, Tops has provided C&S with written notice

* Confidential treatment has been requested and the redacted material has been filed separately with the Securities and Exchange Commission.

9

that it intends to terminate this Agreement if the actual service level is below * for *, and (b) in the case of Section 3.10(f)(ii), within * following the end of the * Measurement Period, Tops has provided C&S with written notice that it intends to terminate this Agreement if the actual service level is below *.

3.11*The * will be *, as defined herein.  The * shall mean the * (as defined and set forth below) of such * and *, all as more fully set forth below.

(a)*.  The * to be* for any * shall be as follows:

(i)For purposes hereof:

(A)* is hereby defined as:

(x)for * with*, the*;

(y)for * without *; and

(z)for *, the *.

(B)*, for purposes of this Agreement, means *.

(C)*, for purposes of this Agreement, means *  The Parties understand and agree *.

(ii)C&S *.  The *.  Tops acknowledges *.  Tops further acknowledges that *.

(iii)Any and all *, but in no event *.  Accordingly, C&S may * for any * or other *; and to the extent *, C&S will be entitled to * in accordance with and to the extent *.

(iv)The * will * set forth in * so long as the * to * from such * in the *:

(A)*.  In *, will *, the * and *.

(B)*.  * will * from * and *.

(C)*.  * after * if the *; otherwise, * will *.

Accordingly, the * of the *.  As and when agreed to by * from the * then such * will be * and *without any *.

(b)* of *.  * will *, except * with respect to *.  For clarification, * and * set forth * (defined below).  * will *.

(c)*.  The *, as and *, in accordance * will * (for purposes hereof, *). * will *.  For clarification, * that the* for any * during*, without * from the * for such * as set forth *  as the *.

(d)*. The * shall * the*, whereby * on * and * on.  It is the intent of * that the * of such *.  To the extent * seeks pursuant to any audit under Section 10.2 to review * which are subject to an agreement of confidentiality *, and to the extent C&S reasonably determines that such a review is permissible under any such

* Confidential treatment has been requested and the redacted material has been filed separately with the Securities and Exchange Commission.

10

agreement of confidentiality, Tops will comply with C&S’s reasonable requests as necessary in connection with such confidentiality obligations, including entering into separate confidentiality agreements, and comply with the provisions of paragraph (e) below where applicable.

(e)Restricted Information.  Tops understands and agrees that information related to * (“Restricted Information”) is highly sensitive and shall be subject to a heightened level of confidentiality and restricted access.  Accordingly, in order for C&S to agree to provide such Restricted Information, Tops agrees that it will abide by such procedures and requirements and enter into such additional agreements or instruments, as requested by C&S, which C&S determines are reasonably necessary to protect such information.   Such procedures and requirements may include, for example, permitting limited access to such Restricted Information (which may consist of making such information available for viewing only, including redacted versions of documents containing such information, and prohibiting copies or other reproductions thereof) only to (x) a third party independent auditing firm engaged by Tops with the understanding that such firm may disclose the overall results of its audit to Tops so long as it does not disclose any Restricted Information to Tops, or (y), if expressly permitted by C&S, to only those limited, specifically designated officers, directors, employees representatives, counsel, advisors and other agents of Tops who have a need to know such Restricted Information in connection with Tops’ confirmation of * (the “Permitted Use”), who have been reasonably approved of by C&S, and who will each individually be required to execute affirmations of the confidentiality obligations stated herein (“Permitted Individuals”).  In any such case, Tops agrees that, to the extent any Restricted Information is disclosed to Tops (by C&S or otherwise), then Tops shall not disclose such information to any other person or party, other than the Permitted Individuals.  All such Restricted Information may not be copied or reproduced by Tops or its independent auditors, as the case may be, in any form, and may only be used for the Permitted Use.

(f)*.  For the avoidance of doubt, the * will * to *.

3.12* and *.

(a)*.  The * as part of the * sets forth, based on * with respect to * in the * (such * for * only, the *).  For the Contract Year * and *, and for each subsequent Contract Year, a * will * as part of * for such *, substantially * to be * by * for such *. The *across * or the *, as the *, for any Contract Year, * of * from * in the * in the * set foth *, shall be for purposes hereof, the *.

(b)*. For each *, if at the *, the * for the * from the *the * set forth * for such * (without *, except * pursuant to which * for such * to a * the * between * or *, as *, then the * the * such * such * from * such*, with respect to * be * such specific * for such *. * the * the *, then * any *, as * from * for the * through such * be * for the * for such *, and then * of the * suchy * for such * from *. For the *, and through the * be * for the same * for the * and the * for the * as * in the *.

In connection with the quarter end reconciliations contemplated by Section 4.5.2, and year-end reconciliations contemplated by Section 4.5.3, Tops and C&S shall determine whether any amounts are due and owing to C&S pursuant to this Section 3.12(b) for the applicable cumulative period.  Any * through * to *.

* Confidential treatment has been requested and the redacted material has been filed separately with the Securities and Exchange Commission.

11

be * in accordance with *, and * be *. If * of the * that *, the * for such * for such *, then * of * that was * as part of *.

*

3.13Additional *.  The * to * for Tops with respect to * and*  To the extent Tops * within the * the * that may *.

3.14Credit Policy.  The Parties agree to the terms and conditions of the Credit Policy attached hereto as Exhibit 3.14.

ARTICLE 4

PREPARATION OF ANNUAL BUDGETS; SHARED SAVINGS

4.1Costs; Budget and Remuneration Procedures Generally.  Tops shall be responsible for any and all costs and expenses directly relating to the performance of the Services during the Term (collectively, the “Costs”) and, accordingly and subject to the terms of this Agreement, Tops will pay C&S for all Costs incurred by C&S, together with other remuneration due under this Agreement, in the time and manner set forth in Article 7.  Annual budgets applicable to each Contract Year, reflecting projected annual costs with respect to the Warehousing Services and Transportation Services, shall be prepared, reviewed and approved in accordance with the terms and conditions set forth in this Article 4, and shall become the Approved Budgets for purposes of this Agreement.  This Article 4 also sets forth certain procedures for the Parties to establish Flex Budgets.

4.2Annual Approved Budgets.  The 2009 Budget, attached as Exhibits 1.5(a)-(d), sets forth C&S’s annual budget applicable to the Tops Volume for its fiscal year ended September 26, 2009.  For each Contract Year during the Term, beginning with the Contract Year September 27, 2009 through September 25, 2010, an annual budget will be prepared in accordance with the 2009 Budget format (each such annual budget, as approved by the Parties, an “Approved Budget”), and substantially consistent with the format of the 2009 Budget, shall be comprised of the separate budgets for the Costs of C&S for the applicable Contract Year with respect to each of the Mainline Operations (the “Mainline Operating Costs”) and the GM/HBC Operations (the “GM/HBC Operating Costs”), with each such budget reflecting separately the Total Warehousing Costs and Total Transportation Costs for such portion of C&S’s operations, respectively, *.  For the purposes of this Agreement, all calculations related to the Approved Budget and any other matters in connection with the terms of this Agreement shall be calculated consistent with GAAP.

4.3Budgeted Costs.  The Approved Budgets shall set forth Costs reasonably anticipated by the Parties to be incurred for the applicable Contract Year in connection with the performance of the Services, the operation of the Facilities by C&S, and purchases and other investments in Fixed Assets in the applicable Contract Year.

(a)Costs will include costs and expenses reasonably incurred in connection with the performance of the Services and the operation of the Facilities during the Term. Without limiting any of the foregoing, the term “Costs” shall include, but not be limited to, the following categories of costs and expenses:

(i)“occupancy costs” for all Facilities, which shall be comprised of:

(A)With respect to leased Facilities - all rent, additional rent, leasehold improvements, rental subsidies, and other costs, liabilities and obligations relating to any leases or subleases of the Facilities;

(B)With respect to owned Facilities — all imputed rental amounts and depreciation expense for each applicable Facility; and

(C)all real estate carrying costs including, but not limited to, common area maintenance, real estate, personal property and business taxes, utilities, insurance and customary maintenance and repair expenses (including the cost of supplies);

* Confidential treatment has been requested and the redacted material has been filed separately with the Securities and Exchange Commission.

12

(ii)all imputed rental amount and depreciation expense for all Fixed Assets owned by C&S;

(iii)all amounts in respect of equipment maintenance, repair and rentals and all charges under any leases of equipment assumed by C&S or entered into by C&S in accordance with the terms of this Agreement (including without limitation, leases which constitute capital leases under GAAP) and relating to the provision of the Services;

(iv)all reasonable and necessary transportation, freight and other costs relating to the provision of the Transportation Services, including but not limited to, fuel, tolls, insurance, lease and rental payments, repair and maintenance costs, payments made to contract carriers for freight services, and costs associated with inter-facility transfers of Merchandise and assets in connection with the provision of the Services;

(v)all warehouse related operational costs relating to the provision of the Services, including any cost related to outside storage;

(vi)*;

(vii)all amounts charged by and payable to third party contractors and service providers (which may include any Affiliate of a Party, including ES3) engaged in connection with the provision of the Services or the performance of this Agreement;

(viii)all reasonable pay in lieu of notice, reasonable termination and severance payments and like amounts (without limiting the obligations set forth in Article 9 of this Agreement), and all related costs and expenses in accordance with C&S’s procedures and policies, relating to the termination of employment of any one or more employees employed in connection with the provision of the Services;

(ix)all premiums payable with respect to all policies of insurance obtained in connection with providing the Services, including the insurance referred to in Section 8.1(d)(i) of this Agreement, together with all deductibles, retentions, expenses and out-of-pocket settlements paid by C&S from time to time with respect to any of such policies of insurance;

(x)all product shrink, and out of code, damaged or unsalable Merchandise, as well as carrying and interest costs related to Leftover Ad Volume;

(xi)all reasonable and necessary costs with respect to any information processing and related communications devices, equipment, systems, information, data, or software used in connection with the Services, including an appropriate allocation of corporate depreciation expense related to capital expenditures that are intended for the benefit of Tops as relating to the provision of the Services;

(xii)all printing and postage costs;

(xiii)all costs of compliance with applicable Law in connection with the provision of the Services, and any remedial costs in connection therewith, and all costs and expenses related to claims of any third party related to or arising from the performance of the Services and this Agreement (other than claims arising out of

* Confidential treatment has been requested and the redacted material has been filed separately with the Securities and Exchange Commission.

13

or resulting from the gross negligence or intentional misconduct of C&S, to the extent such gross negligence or intentional misconduct is judicially determined or expressly agreed to by C&S);

(xiv)all overhead costs to the extent such overhead costs are incurred by C&S as the result of any specific request by Tops, including overhead costs hereinafter required by C&S to be incurred in connection with the provision of any expanded Services that are not provided to Tops as of the Effective Date but are requested by Tops;

(xv)all taxes, surcharges, assessments and the like (other than income taxes) that may be imposed in connection with the provision of the Services by any federal, state or local government or municipality, or any other governmental or quasi-governmental entity or authority; and

(xvi)all other costs reasonably incurred by C&S directly related to the provision of the Services or the performance of this Agreement.

(b)Allocation of Costs for Facilities.  Tops will be allocated 100% of Costs in connection with the operation of, and the performance of any Services from, any Dedicated Facility.  Costs in connection with any Shared Facility during a Fiscal Accounting Period shall be allocated to Tops according to a ratio equal to (x) Tops’ actual shipped case (or shipping units, in the case of GM/HBC Merchandise) volume for such Shared Facility for such Fiscal Accounting Period, divided by (y) the total case (or shipping units, in the case of GM/HBC Merchandise) volume shipped from such Shared Facility, expressed as a percentage for that same Fiscal Accounting Period (the “Allocation Ratio”); *.  The Credit Policy attached hereto as Exhibit 3.14 reflects the *.  Notwithstanding anything in this Agreement to the contrary, the Parties acknowledge that any cost, expense, or other charge which is incurred or expended by C&S that is allocable between Tops and one or more clients or customers of C&S, shall be so allocated according to the Allocation Ratio.

4.4Flex Budgets, Fuel.

4.4.1Flexing an Approved Budget.  Any Approved Budget or Flex Budget will be adjusted at any time for any of the following factors (any such budget as adjusted hereby, a “Flex Budget”):

(i)changes in regulatory requirements, compliance with GAAP, and compliance with Laws (provided such adjustment is not required to correct C&S’s non-compliance for any prior Fiscal Accounting Period),

(ii)market fluctuations in C&S’s actual cost of fuel, or any other uncontrollable costs,

(iii)changes in Facilities’ case volumes and other volume fluctuations, including changes related to startup or shutdown activities,

(iv)changes to the product mix,

(v)*,

(vi)the implementation of any project intended to result in cost savings or other benefits in connection with the performance of the Services to Tops,

* Confidential treatment has been requested and the redacted material has been filed separately with the Securities and Exchange Commission.

14

(vii)the occurrence of any events (planned or otherwise) affecting C&S’s operations with respect to the performance of the Services to Tops, or any other material changes affecting such operations, and

(viii)any other such similar factors as may be appropriate as mutually agreed to by the Parties.

Each Flex Budget prepared and delivered by C&S to Tops will be deemed to be approved by Tops . * will thereafter be and is deemed by the Parties hereby to be, the Flex Budget to be used by the Parties for all purposes requiring the use of an Approved Budget or Flex Budget under this Agreement, until the next Approved Budget or Flex Budget as the case may be.  For clarification, during any Contract Year, each Flex Budget shall supersede and replace in its entirety the immediately preceding Approved Budget or Flex Budget, until the next Approved Budget or the Flex Budget, as the case may be.

4.4.2Fuel Cost Adjustment.  The Parties intend that Tops will pay the actual delivered cost of fuel, exclusive of any financial hedging that C&S may undertake for its own account.  Each Approved Budget will reflect a budgeted fuel cost based on the best information available to the Parties with respect to the then applicable rates and consumption estimates.  The Parties will then update and/or adjust the fuel cost from such Approved Budget as necessary pursuant to the Flex Budget process.

4.5Reporting of Variances.

4.5.1Monthly Reconciliations.  Within twenty (20) days of the end of each Fiscal Accounting Period, C&S shall provide to Tops a detailed report (the “Monthly P&L”) containing a comparison of variances between (i) Costs actually incurred by C&S in performing the Services (the “Actual Costs”) and (ii) Costs set forth in the Approved Budget for the applicable Contract Year or the Flex Budget for the immediately preceding period, if applicable.  Tops will either (a) receive a credit on its next * Statement equal to the amount by which C&S’s Actual Costs set forth on the Monthly P&L for such Fiscal Accounting Period were less than the amount of Costs set forth on the Approved Budget (or Flex Budget, as applicable) paid by Tops for such Fiscal Accounting Period or (b) pay C&S, in connection with the next * Statement, any amount by which C&S’s Actual Costs set forth on the Monthly P&L for such Fiscal Accounting Period were greater than the Costs set forth on the Approved Budget (or Flex Budget as applicable) which were paid by Tops for such Fiscal Accounting Period.

4.5.2Quarterly Reconciliations.  Within forty-five (45) days of the end of each Contract Quarter, C&S will reconcile the Monthly P&Ls for such Contract Quarter and either (i) provide to Tops a credit on Tops’ next * Statement equal to the amount by which C&S’s Actual Costs set forth on the Monthly P&Ls for such Contract Quarter were less than the amount of Costs set forth on the Approved Budget (or Flex Budget as applicable) for such Contract Quarter paid by Tops or (ii) Tops will pay C&S the amount by which C&S’s Actual Costs set forth on the Monthly P&Ls for such Contract Quarter were in excess of the Costs set forth on the Approved Budget (or Flex Budget, as applicable) for such Contract Quarter and paid by Tops for such Contract Quarter, in either case of (i) or (ii) taking into account any amounts credited to or paid by Tops in connection with the monthly reconciliations.  Quarterly reconciliations will be completed in conjunction with the closing of the accounts for the C&S fiscal quarter in which such Contract Quarter concludes.

* Confidential treatment has been requested and the redacted material has been filed separately with the Securities and Exchange Commission.

15

4.5.3Year-End Reconciliations.  Within ninety (90) days of the end of each Contract Year, C&S will reconcile the final Contract Quarter for such Contract Year and either (i) provide to Tops a credit on Tops’ next * Statement equal to the amount by which C&S’s Actual Costs for such Contract Year were less than the amount of Costs set forth on the Approved Budget (or Flex Budget, as applicable)  for such Contract Year paid by Tops, or (ii) Tops will pay C&S the amount by which C&S’s Actual Costs for such Contract Year were in excess of the Costs set forth on the Approved Budget (or Flex Budget as applicable) for such Contract Year and paid by Tops for such Contract Year, in either case of (i) or (ii) taking into account any amounts credited to or paid by Tops in connection with the monthly and quarterly reconciliations.  The year-end reconciliations will be completed in conjunction with the closing of the accounts for the C&S fiscal year, which is coterminous with the Contract Year.

4.5.4Review of Reconciliations.  Within * days after the receipt of each of the monthly and quarterly reconciliation reports or within * after the receipt of the yearly reconciliation report, representatives of the Parties shall meet to review the report.  Tops shall have access to C&S internal accounting records to verify Costs incurred by C&S and presented to Tops are accurate.  C&S will bring to each meeting sufficient authentic documentation of costs incurred (e.g., general ledger to verify depreciation taken on equipment, invoices to verify any material/equipment purchased, etc.) to support and permit analysis of all reconciliations.

4.5.5Effect of Reconciliations.  Consistent with this Article 4, in all instances the amount of Actual Costs will supersede the amount of Costs set forth in any Approved Budget and/or Flex Budget.

4.6Preparation of Approved Budgets.

(a)At least * prior to the end of each Contract Year during the Term (or such other reasonable period agreed to by the Parties), Tops and C&S will begin to meet to review the Approved Budget prepared by C&S for the upcoming Contract Year.  The Parties shall use their commercially reasonable efforts to complete the approval process within the * period immediately prior to the commencement of the upcoming Contract Year (such commencement date, “Budget Approval Deadline”, unless the Budget Approval Deadline is some other date agreed upon by the Parties hereafter).  Upon the issuance of the initial draft Approved Budget by C&S, such Approved Budget will be subject to revision as necessary by the Parties, upon each Party’s good faith request for adjustments or modifications, until the Budget Approval Deadline.  Prior to the * period preceding the Budget Approval Deadline, C&S will make a final presentation of the Approved Budget.  If such Approved Budget is approved by Tops or if Tops does not object in good faith during * period preceding the Budget Approval Deadline, such presented budget will be as of the Budget Deadline Approval Date, and is deemed by the Parties hereby to be, the Approved Budget to be utilized by the Parties for the upcoming Contract Year.  The Parties understand and agree that timely completion of the Approved Budget is a critical component of the transparent relationship between the Parties, and that if there is a delay in the budgeting process the Parties will dedicate whatever executive-level resources are necessary to ensure timely completion.  Until such subsequent Approved Budget is determined as set forth above, the Approved Budget for the immediately preceding Contract Year shall remain in full force and effect.  For clarification, each Approved Budget, once determined, shall supersede and replace in its entirety the immediately preceding Approved Budget or Flex Budget until the next Approved Budget or Flex Budget, as the case may be.  For the Contract Year beginning *, the Parties shall cooperate and make commercially reasonable efforts to review and approve the

* Confidential treatment has been requested and the redacted material has been filed separately with the Securities and Exchange Commission.

16

Approved Budget for such Contract *.  Attached as Exhibit 4.6, entitled *, is the * for the year beginning * (with all references to *, and related information therein, being included for *).

(b)Tops hereby agrees that from time to time in future Approved Budgets, certain items of revenue and/or expense may be reclassified from an existing cost aggregation grouping into different cost aggregation grouping, as required by GAAP.  *.  Any such reclassification will also be made to the Baseline Budget for consistency, however, such reclassification will not impact the total budgeted amount of costs reflected in the Baseline Budget or the calculation of any Gainshare.

4.7Shared Savings; Cost Savings Gainshare Incentive Fee.

(a)Baseline Budget.  For purposes of determining the eligibility for Gainshare (defined below) for each Contract Year, the Parties will use the “Baseline Budget”, attached to this Agreement as Exhibit 4.7(a), which is comprised of the following components from the 2009 Budget:  (x) “Total Mainline Operating Costs” reflecting budgeted Costs (other than occupancy-related Costs) for C&S’s fiscal year ended September 26, 2009 related to Mainline Operations relative to Tops, (y) “Total Occupancy Costs” reflecting budgeted occupancy-related Costs for C&S’s fiscal year ended September 26, 2009 related to Mainline Operations relative to Tops, and (z) “Total GM/HBC Operating Costs” reflecting budgeted Costs for C&S’s fiscal year ended September 26, 2009 related only to GM/HBC Operations relative to Tops.  The Baseline Budget is subject to adjustment and modification only as specifically set forth in this Agreement.  The Baseline Budget will be used for each Contract Year to calculate the total Cost Savings Gainshare Incentive Fee (“Gainshare”), if any, payable to C&S for cost savings for the applicable Contract Year compared against the costs reflected in the Baseline Budget, as calculated in accordance with this Section 4.7.  *.

(b)Baseline Costs.  The Baseline Budget will express costs as follows (for purposes hereof, the “Baseline Costs”):  (I) for the Total Mainline Operating Costs portion of the Baseline Budget, budgeted Costs are expressed as a cost per case; (II) for the Total Occupancy Costs portion of the Baseline Budget, budgeted Costs are expressed as absolute dollars; and (III) for the Total GM/HBC Operating Costs portion of Baseline Budget, budgeted Costs are expressed as a percentage of sales.  The applicable Baseline Cost measure shall be utilized in calculating the Shared Savings and the resulting Gainshare payable to C&S, if any, for each Contract Year in accordance with sub-section (c) below.  For any applicable measurement period, the Parties will determine the actual Costs (expressed as a cost per case, absolute dollars or percentage of sales as applicable for the categories of Baseline Costs as set forth in this paragraph (b)) for such period for the Mainline Operations (with the occupancy-related Costs calculated separately) and the GM/HBC Operations, respectively, based on the actual Costs incurred by C&S and calculated on a similar basis as reflected in the applicable Baseline Budget (such actual Costs, for purposes of this Section 4.7, the “Actual Gainshare Costs”).

(c)Adjustments to Baseline Budget.  The Baseline Budget will be adjusted annually as follows (the “Adjusted Baseline Budget”):

(i)All costs comprising the Total Mainline Operating Costs and Total Occupancy Costs portions of the Baseline Budget will be adjusted annually (at the conclusion of each Contract Year) based on increases in the Index (as defined in Section 5.4 below) calculated and applied in the same manner as set forth in Section 5.4.*. 

* Confidential treatment has been requested and the redacted material has been filed separately with the Securities and Exchange Commission.

17

The Baseline Budget, as adjusted as set forth above at the conclusion of each Contract Year, and as otherwise adjusted pursuant to this Section 4, will be applied accordingly in determining the Gainshare for such year.

(ii)If there is any material change in Tops’ Services requirements that increases C&S’s costs to provide Services to Tops, the Parties will meet in good faith and revise the Baseline Budget.

(iii)For any fifty-three (53) week Contract Year, the Total Occupancy Costs portion of the Baseline Budget will be adjusted for the additional Costs applicable to the additional week of operation.

(iv)If there is case or unit volume deviation of more than * from the volume reflected in the Baseline Budget, up or down, the Parties will examine the fixed and variable cost components within the Baseline Budget and make any necessary adjustments to the Baseline Budget to allow an appropriate comparison of the Actual Gainshare Costs reflecting costs incurred in the applicable Contract Year to the Baseline Costs reflecting the costs set forth in the Baseline Budget.

(v)If there is any other matter or development that prevents a legitimate and meaningful comparison of the Baseline Costs to the Actual Gainshare Costs, then the Parties shall meet and in good faith adjust such Baseline Budget to permit such a meaningful comparison.

(vi)The Baseline Costs set forth in the Baseline Budget shall be re-calculated following any adjustment to the Baseline Budget, and any adjustments or modifications to the Baseline Budget will be reflected in a revised Baseline Budget prepared and delivered by C&S to Tops, which will supersede and replace in its entirety the immediately preceding Baseline Budget for all purposes that the Baseline Budget is utilized under this Agreement.

(d)Calculation of Shared Savings and Cost Savings Gainshare Incentive Fee.  For each Contract Year, the amount of “Shared Savings”, if any, to be allocated between Tops and C&S on * (subject to the terms of this Agreement), shall be calculated utilizing the Actual Gainshare Costs determined (as set forth in Section 4.7(b)) based on the actual Costs incurred by C&S and charged to Tops for each of the Mainline Operations (less occupancy Costs), the occupancy Costs related to the Mainline Operations, and the GM/HBC Operations, and the Baseline Costs reflected in the Baseline Budget or the Adjusted Baseline Budget (as applicable) for such year, as more specifically set forth in sub-sections 4.7(d)(i)-(iv) below:

(i)Mainline Operating Cost Savings (excluding Occupancy Costs).  Total Mainline Operating Cost savings shall be calculated by multiplying: A) the positive difference between (x) the Baseline Costs for Total Mainline Operating Costs as reflected in the Baseline Budget or the Adjusted Baseline Budget (as applicable) and (y) the Actual Gainshare Cost based on the actual total Costs incurred by C&S and charged to Tops in connection with the Mainline Operations for the

* Confidential treatment has been requested and the redacted material has been filed separately with the Securities and Exchange Commission.

18

applicable Contract Year for which the Gainshare is being determined; and B) the number of Mainline cases for the applicable Contract Year for which the Gainshare is being determined.

(ii)Mainline Operating Occupancy Cost Savings.  Total Occupancy Cost savings shall be calculated by determining the positive difference in absolute dollars between (x) the Baseline Costs for Total Occupancy Costs as reflected in the Baseline Budget or the Adjusted Baseline Budget (as applicable) and (y) the Actual Gainshare Costs based on the actual total Costs incurred by C&S and charged to Tops in connection with the occupancy costs related to the Mainline Operations for the applicable Contract Year for which the Gainshare is being determined.

(iii)GM/HBC Operating Cost Savings.   Total GM/HBC Operating Cost savings shall be calculated by multiplying: A) the positive difference between (x) the Baseline Costs for the Total GM/HBC Operating Costs as reflected in the Baseline Budget or the Adjusted Baseline Budget (as applicable) and (y) the Actual Gainshare Costs based on the actual total Costs incurred by C&S and charged to Tops in connection with the GM/HBC Operations for applicable Contract Year for which the Gainshare is being determined; and B) the total GM/HBC sales (in dollars) for the Contract Year for which the Gainshare is being determined.

(iv)Total Shared Savings.  The total Shared Savings, for each Contract Year, shall be determined by adding the amounts calculated pursuant to (i), (ii) and (iii) above, except that, for the *, the * will * from * the * for such * to the * in the * for the *.  Any favorable difference will be applied, consistent with clauses (i), (ii) and (iii) above, to the total sales (in cases or dollars, as applicable) during such period. *.

(e)Payment of Cost Savings Gainshare Incentive Fee.

(i)C&S and Tops shall reconcile the Gainshare in connection with each year-end reconciliation (as set forth in Section 4.5.3 hereof).  To the extent any portion of the Cost Savings Gainshare Incentive Fee is disputed, Tops shall nonetheless pay to C&S the undisputed portion of such Fee on the next applicable * Statement.

(ii)Payment of the Cost Savings Gainshare Incentive Fee shall be made to C&S in accordance with the terms and conditions set forth in this Section 4.7 and Article 7 hereof.

(f)Other Savings.  Notwithstanding the foregoing, if savings result from the assumption by Tops of the performance of any of the Services (as contemplated or expressly permitted by this Agreement) or Tops effects a change that reduces its occupancy costs or other direct expenses, the Parties will account for such savings in calculating the Gainshare and take all necessary steps in connection therewith.  For example, Tops may elect to assume, as permitted by Section 2.3(c), the delivery of Merchandise to Tops Stores by picking-up Merchandise at the applicable Facility.  If such activity results in a reduction in

* Confidential treatment has been requested and the redacted material has been filed separately with the Securities and Exchange Commission.

19

Costs, such savings will be reflected in the calculation of the Gainshare for the applicable period.

4.8GM/HBC Start-Up Costs.   All costs incurred by C&S in connection with the start-up of the supply of the GM/HBC Merchandise to Tops will be charged to, and paid by, Tops as of the Services Commencement Date.

4.9*.   Tops will indemnify C&S for * provided, however, that, *, any such * will not *.

4.10  *.

ARTICLE 5

SERVICES FEES

5.1.General.  In addition to any other amounts payable hereunder, as consideration for performing the obligations under this Agreement, Tops shall pay to C&S the Services Fees, as set forth and defined below.  In addition to the Base Management Fee, Tops shall also pay to C&S the Cost Savings Gainshare Incentive Fee * if certain conditions are satisfied, as described below.  For purposes of this Agreement, the Base Management Fee, the Cost Savings Gainshare Incentive Fee * shall be referred to herein as the “Services Fees.”  Services Fees shall also include any fees later agreed to by the Parties, including fees for Additional Services.

5.2Base Management Fee.  The “Base Management Fee” will be * per Contract Year, will be adjusted annually pursuant to Section 5.4 hereof and will be payable on a * basis, * (subject to Section 7.1(c)(i)(A)(I)), commencing on the Services Commencement Date.  Such amount is based on a 52-week Contract Year and, accordingly, will be increased proportionally for any 53-week Contract Year.  The Base Management Fee shall be payable to C&S in accordance with the terms and conditions set forth in Article 7 hereof.

5.3Incentive Compensation Fees.  In addition to the Base Management Fee, C&S will be entitled to receive the following fees:

(a)Cost Savings Gainshare Incentive Fee.  For each Contract Year, C&S will be eligible to receive a “Cost Savings Gainshare Incentive Fee”, as described and calculated in accordance with Section 4.7 hereof, for such Contract Year.

(b)*.  For each Contract Year, C&S will be eligible to receive *.

* Confidential treatment has been requested and the redacted material has been filed separately with the Securities and Exchange Commission.

20

5.4Adjustments to Certain Services Fees.  The then applicable Base Management Fee shall be adjusted at the start of each Contract Year commencing with the Contract Year beginning September 26, 2010, by *.  (The above * references and calculated amounts are not actual and are referenced herein for illustrative purposes only.)

As set forth in Section 4.7(c), the * set forth in the Baseline Budget are also subject to an annual Index adjustment substantially consistent with this Section 5.4, except that the Baseline Budget will be adjusted at the conclusion of the applicable Contract Year as set forth therein.

5.5Additional Services.  From time to time, Tops may request the provision of additional services that are outside of the scope of both the then current Services and the Other Services.  In such event, Tops and C&S shall negotiate in good faith to mutually agree upon a description of such additional services, including an adjustment of the then applicable Approved Budget (as determined or adjusted in accordance with Article 4), and the appropriate adjustment to the Base Management Fee to reflect any additional expense to C&S and C&S’s profit expectation for such additional services.  To the extent the Parties mutually agree, any of the foregoing requested additional services (the “Additional Services”) may form part of the Services hereunder for the purposes of this Agreement, and the Parties will make such modifications to this Agreement, and to each of the Baseline Budget and Approved Budget (or Flex Budget, as applicable), as appropriate and necessary to reflect the agreed upon Additional Services and budgeted Costs related thereto.

ARTICLE 6

OTHER SERVICES

6.1General.  C&S shall perform certain services (the “Other Services”) on Tops’ behalf that are incidental or in addition to the Services, as specified in this Article 6.  The Parties agree that the costs incurred by C&S in connection with the rendering of the Other Services shall not constitute Costs payable by Tops but shall remain the sole responsibility of C&S, are excluded from the calculation of the 2009 Budget and shall not be incorporated into or made a part of any Approved Budgets, and accordingly, C&S will retain all income earned in connection therewith.

6.2Coupon Processing Services.    During the Term, C&S will perform coupon processing services (the “Coupon Processing Services”) with respect to all of the Tops Stores, in accordance with, and subject to, the terms and conditions set forth in Exhibit 6.2, which are incorporated hereby and made a part of this Agreement.

6.3Accounts Receivables *.  From time to time, Tops may ask C&S *due from manufacturers to Tops *.  C&S has the right, in its discretion, to refuse to honor any * request that Tops may make; *. Tops will provide C&S with all documentation in support of each requested Accounts Receivable *.  If C&S * and * made by C&S, Tops shall indemnify, defend and hold C&S harmless from any claim by*.  If after * Tops will, upon notice from C&S, *, either by* or* to Tops’ next * Statement.  Tops will use commercially reasonable efforts to insure that the supply of Merchandise from manufacturers to C&S is not adversely affected by any Accounts Receivables *.  The Required Service Level shall not be adversely affected by an interruption in the supply of Merchandise from a manufacturer to C&S if the interruption is caused by the refusal of the manufacturer to ship product to C&S and such refusal is attributable (in whole or in part) to *.

6.4Reclamation; *.  During the Term, C&S will perform services with respect to all damaged, discontinued or unsalable Merchandise located at the Tops Stores (the “Reclamation Services”).  All non-perishable qualifying product will be accumulated at each store in banana boxes, and will be picked up by C&S after Tops notifies C&S that there is a full pallet (typically twenty cases, but at least five cases) of banana boxes.  C&S will scan items at its reclamation center and create a scan file.  Each week Tops will provide C&S

* Confidential treatment has been requested and the redacted material has been filed separately with the Securities and Exchange Commission.

21

with a scan file of all perishable qualifying product.  *.  Private label product shall be excluded from the reclamation program, unless the vendor of any such product is an authorized vendor allowing C&S to deduct reclamation amounts from such vendor.  *.  To the extent a manufacturer pays or institutes a swell allowance on Merchandise, then C&S shall receive the full amount of such allowance.  *.

ARTICLE 7

REMUNERATION AND PAYMENT OF OPERATING COSTS AND SERVICES FEES

7.1Payment of * and Services Fees.  Tops will pay to C&S * all Services Fees, and will * under this Agreement in accordance with the terms hereof, as follows:

(a)* Statements.  On * during the Term, C&S will electronically transmit to Tops files (such files shall be referred to collectively as the “* Statement”) setting forth all amounts actually due to C&S (including* for * (such amounts, for the applicable *, the “* Statement Amount”).  The * Statement will include: a shipment file with all Merchandise charged to the Tops Stores *; and an expense/charge file reflecting * and the Services Fees payable by Tops which will be billed * on such * Statement in the amount which has been budgeted by C&S for the applicable Fiscal Accounting Period on the then applicable Approved Budget or Flex Budget, as the case may be, allocated on a per * basis.  The * Statement will also periodically reflect a * (which will be part of the * Statement Amount), consistent with the reconciliation process set forth in Section 4.5, *  The * will be budgeted in the Approved Budget (or the Flex Budget, if applicable) for each Contract Year and trued up in connection with the year-end reconciliation.  Each *, the * Statement will reflect, and Tops will pay in accordance with Section 7.1(b) below, the budgeted amount of the * budgeted for the preceding *.  Upon the year-end reconciliation (as set forth in Section 4.5.3), any previously unpaid portion of the * for the applicable Contract Year will be reflected as a charge on the next applicable * Statement payable by Tops.

(b)Payment.  Tops will pay C&S by wire transfer or ACH payment in the full amount of the * Statement Amount for settlement and receipt by C&S by *.  If the relevant banks are not open for business on the date payment is due, then the due date shall be accelerated to the previous day that the relevant banks may be legally open (payment being due by *) on such day).  Tops hereby acknowledges that it has C&S’s current payment instructions, and C&S will provide Tops with advance notice of any change in the same.  If Tops disputes any portion of the * Statement, absent manifest error, Tops shall nonetheless pay the full amount of the * Statement Amount by the payment due date, without any deductions or offsets.  In the event of such manifest error (i.e., the * Statement reflects an indisputable error in the mathematical calculation thereof), then such amount that is the subject of such claimed manifest error, if mutually agreed to by the Parties, may be deducted from the * Statement Amount then payable by Tops.  Similarly, if C&S disputes any portion of a statement for goods that Tops sends to C&S, C&S shall nonetheless pay the full amount of the statement by the payment due date, without any deductions or offsets. Tops or C&S shall give notice to the other Party of any billing adjustments it believes should be made, and the Parties shall attempt to reach agreement on any adjustments within *.  If an agreement cannot be reached on disputed adjustments within said *, the Parties will settle the dispute in accordance with the dispute resolution procedures set forth in Section 10.1 hereof.  Further, without

* Confidential treatment has been requested and the redacted material has been filed separately with the Securities and Exchange Commission.

22

limiting any rights and remedies set forth herein and otherwise available to C&S, and subject to Section 7.1(d), any payment not received pursuant to this Section 7.1(b) (or pursuant to Section 7.1(c)(i)(A)* (II) following a Triggering Event) will be immediately subject to a variable late fee equal to * calculated on a daily basis from the date any such payment is overdue.

(c)Miscellaneous Billing and Payment Matters.  Time is of the essence with respect to any payment obligation of Tops under this Agreement.

(i)The following provisions describe Triggering Events (as defined below) and the effects of the occurrence thereof:

(A)Immediately upon the occurrence of any Triggering Event, each of the following shall apply (and the same shall apply independently for each subsequent Triggering Event as it occurs), automatically and without further action by any person or entity:

(I)*.  C&S may elect not to ship any Merchandise ordered by Tops in excess of *.  C&S may, in its sole discretion, elect to accept a standby, irrevocable letter of credit in amount, form, scope and substance, and from a U.S. financial institution, satisfactory to C&S, or some other adequate security satisfactory to C&S in respect of payments to be made hereunder.

(II)Tops will be obligated to pay, and will promptly pay to C&S, all outstanding and unpaid amounts (including all amounts whether or not previously billed to Tops in a * Statement) incurred by Tops in connection with the supply of Merchandise (including *, Services Fees *).

(III)C&S shall have the right to elect any of the following:

(x)C&S may continue to deliver Merchandise *;

(y)C&S may defer any subsequent delivery of Merchandise; provided, that:

(aa)if such Triggering Event is due to the failure by Tops to satisfy the Reporting Requirement (as defined below) set forth in Section 7.1(c)(iii)(D) relating to a Financial Covenant Default (as defined below), C&S may not defer any delivery of Merchandise unless and until the applicable lender exercises a remedy available to it under the applicable Senior Debt Agreement following the applicable Financial Covenant Default, constituting a Triggering Event under Section 7.1(c)(ii)(C)(II); and further, provided, that

* Confidential treatment has been requested and the redacted material has been filed separately with the Securities and Exchange Commission.

23

(bb)if such Triggering Event is, under Section 7.1(c)(ii)(B), due to C&S not having timely received any * amount payable *, C&S may defer any subsequent delivery of Merchandise unless and until Tops has paid to C&S within the * period following the occurrence of such Triggering Event all unpaid amounts * corresponding to the next applicable day’s (or days’, as the case may be) deliveries *, in which case C&S shall resume the delivery of Merchandise on the day following receipt of such payment; provided, that if Tops has not paid such amounts to C&S within the * period following the occurrence of such Triggering Event, then C&S may terminate this Agreement pursuant to Section 9.2(a), and defer any subsequent delivery of Merchandise, subject to Section 7.1(c)(i)(C) below, provided that in such case, the * (as defined below) shall begin on the day following the expiration of such * period; provided, however that, notwithstanding the foregoing, C&S’s receipt of any * amount from Tops shall not affect C&S’s right to defer any subsequent delivery of Merchandise pursuant to 7.1(c)(i)(A)(III)(y) in connection with any prior Triggering Event or subsequent Triggering Event; and

(z)if C&S has elected to defer any subsequent delivery of Merchandise pursuant to clause (y) above, then C&S may, during the * Period (as defined below), subsequently elect to resume the delivery of Merchandise *.

(B)If any Triggering Event occurs and, in connection with the event or occurrence constituting such Triggering Event, C&S has the right to terminate this Agreement pursuant to Section 9.2(a), C&S may (but has no obligation to) exercise that right by delivering written notice to Tops not later than the later to expire of (x) the * period following the date on which such Triggering Event occurs or (y) the * period following the date on which the right to terminate under Section 9.2(a) arises (the applicable * period, the “* Period”).  If C&S fails to notify Tops in writing prior to the expiration of the * Period that it elects to terminate this Agreement, C&S will be deemed to have waived its right to terminate this Agreement in connection with the event or occurrence constituting such Triggering Event.  If C&S (i) elects to waive (or is deemed to have waived) its right to terminate this Agreement in accordance with the foregoing, and (ii) has previously elected to defer delivery of Merchandise pursuant to Section 7.1(c)(i)(A)(III)(y) as a result of such Triggering Event, then immediately following the expiration of the * Period, C&S shall resume delivering Merchandise in accordance with the

* Confidential treatment has been requested and the redacted material has been filed separately with the Securities and Exchange Commission.

24

terms of this Agreement * subject to any subsequent Triggering Event.

(C)If at any time C&S is permitted and has elected to defer deliveries of Merchandise in accordance with Section 7.1(c)(i)(A)(III)(y), and if C&S then has the right to terminate this Agreement pursuant to Section 9.2(a) (or if such right subsequently arises in connection with the applicable Triggering Event during the period C&S is deferring any such deliveries), and if Tops has paid C&S all amounts contemplated by * Section 7.1(c)(i)(A)(II), then upon reasonable prior written notice to C&S of its intent to do so, Tops may purchase Merchandise from an alternate supply source but only to the extent and only until the earlier to occur of: (i) C&S’s election during the * Period (applicable to such Triggering Event) to thereafter deliver Merchandise to Tops *, (ii) the expiration of the * Period (applicable to such Triggering Event) to the extent C&S has elected to waive (or is deemed to have waived) its right to terminate this Agreement during such * Period, or (iii) if C&S has the right to terminate this Agreement simultaneously in connection with more than one Triggering Event, then the expiration of the last applicable * Period.  If at any time following a Triggering Event C&S does not have the right to terminate this Agreement pursuant to Section 9.2(a) as a result thereof and/or Tops has not paid to C&S all amounts payable pursuant to * Section 7.1(c)(i)(A)(II), Tops may not purchase any Merchandise from an alternate supply source following any election by C&S to defer deliveries.

(D)In the event of a Triggering Event as contemplated by Section 7.1(c)(ii)(D) resulting from the failure of Tops to comply with Section 7.1(c)(iii)(A) or Section 7.1(c)(iii)(D), if Tops cures such failure to comply within * of the occurrence of such Triggering Event, and no other Triggering Event occurs during the * period immediately following the date of such Triggering Event pursuant to Section 7.1(c)(ii)(D*.

(ii)Each of the following is a “Triggering Event”:

(A)An Event of Bankruptcy involving Tops.

(B)Any * Statement Amount is not received by C&S in accordance with Section 7.1(b) (subject to any agreed upon deduction for manifest error in accordance with Section 7.1(b)); and/or following any Triggering Event, any amount payable pursuant to * Section 7.1(c)(i)(A)(II) is not received by C&S.

(C)(I)The occurrence of any default in the payment of any amount due with respect to any Senior Debt after giving effect to all applicable cure periods set forth in the Senior Debt Agreement corresponding to such Senior Debt.

* Confidential treatment has been requested and the redacted material has been filed separately with the Securities and Exchange Commission.

25

(II)The exercise by any lender of any remedy available to it under the applicable Senior Debt Agreement following any violation or breach of, or failure to comply with, any Financial Covenant (defined in Section 7.1(e) below) (any such violation, breach or failure to comply, a “Financial Covenant Default”),*; provided, that if, prior to the exercise of any such remedy by a lender, Tops (x) provides evidence that the lender thereunder has waived such Financial Covenant Default, and *, then no Triggering Event shall be deemed to have occurred.  *

(D)Any failure by Tops to fulfill any Reporting Requirement, *.

(iii)Each of the following is a “Reporting Requirement”:

(A)Tops will provide C&S with copies of any periodic financial reports at such times as required pursuant to Section 10.2(b), together with any and all certificates and other information that is required to be provided under the applicable Senior Debt Agreement, in the same manner and, in any event, within the same time periods as required under such Senior Debt Agreement; provided however that, if at any time Tops is unable to timely deliver to C&S audited financial statements when due under Section 10.2(b) because Tops’ financial auditing firm withholds any certification or similar documentation that would result in such financial statements not being qualified as “audited”, and such withholding would directly prevent Tops from delivering to C&S audited financial statements as required pursuant to Section 10.2(b), then the failure of Tops to deliver audited financial statements as required pursuant to Section 10.2(b) shall not be deemed to constitute a breach of this Agreement or a failure to satisfy the Reporting Requirement set forth in this Section 7.1(c)(iii)(A) if, within*of the date such financials are due under Section 10.2(b), Tops notifies C&S of such circumstance and Tops provides to C&S: (1) a letter executed on behalf of the auditor, addressed to C&S, indicating that such auditor is unable to deliver its audit report on Tops’ financial statements; (2) copies of the unaudited financial statements of Tops for the same period that is the subject of the applicable audit; and (3) the audited financial statements for the applicable period promptly following the date on which the same are certified by the auditor.

(B)Within * of the date which is the end of each Contract Quarter, the senior financial officer of Tops shall (x) certify to C&S the amount of availability under each Senior Debt Agreement and (y) certify to C&S that, other than with respect to any Triggering Event (if any) with respect to which Tops has previously provided notice to C&S, no Triggering Event has occurred through the date of the delivery of such certification to C&S; and with respect to any Financial Covenant Default, such certificate shall provide C&S with the calculations used to support such determination.

* Confidential treatment has been requested and the redacted material has been filed separately with the Securities and Exchange Commission.

26

(C)Tops will promptly * provide notice to C&S at the notice address provided in this Agreement at any time that there is any default with respect to any payment due in respect of any Senior Debt and the period, if any, as set forth in the corresponding Senior Debt Agreement during which such default may be cured has expired.

(D)Tops will promptly * provide notice to C&S at the notice address provided in this Agreement at any time that there has been a Financial Covenant Default, and the period, if any, set forth in the corresponding Senior Debt Agreement during which such Financial Covenant Default may be cured has expired.

(E)(I)With respect to any notice Tops has provided relating to a Financial Covenant Default, Tops will thereafter notify C&S promptly * of any waiver by the lender of such Financial Covenant Default and will specify in such notice any and all consideration or any other accommodations made in connection with the grant of such waiver.  Such notice shall also indicate the amount then outstanding under the applicable Senior Debt.  Tops will also notify C&S promptly * if the lender has elected to exercise any remedy available to it under the applicable Senior Debt Agreement following any Financial Covenant Default.

(II)In the event of any of the following: any change in any then applicable Financial Covenant with respect to any Senior Debt, whether by amendment to the applicable Senior Debt Agreement, refinancing and entering into a new or replacement Senior Debt Agreement or otherwise; or if any new or additional Senior Debt undertaken or otherwise incurred; then Tops will promptly * notify C&S of such event including the nature of such change or the new or additional Senior Debt, and of any new or modified Financial Covenants (as applicable) in connection therewith, the senior financial officer of Tops will describe and certify in full to C&S the Financial Covenants following any such amendment, refinancing or entering into a new or replacement Senior Debt Agreement or new or additional Senior Debt undertaking or otherwise being incurred, including any new or modified Financial Covenant(s) (as applicable), and Tops will promptly * provide C&S with copies of all Financial Covenants then applicable to the corresponding Senior Debt, together with any documentation (including each Senior Debt Agreement) reasonably requested by C&S in connection with such change in any Financial Covenant, subject to any applicable confidentiality obligations, provided that Tops will use commercially reasonable efforts to obtain all consents that are necessary in order for Tops to disclose and make available to C&S such Financial Covenants, copies of each then applicable Senior Debt Agreement and any other documentation for purposes of this Section 7.1(c).

* Confidential treatment has been requested and the redacted material has been filed separately with the Securities and Exchange Commission.

27

(F)Tops will promptly * provide notice to C&S at the notice address provided in this Agreement that an Event of Bankruptcy involving Tops has commenced.

*

(iv)Each of the rights and remedies set forth in Section 7.1(c)(i)(A)-(D) above is nonexclusive, cumulative of and in addition to each other right and remedy and any and all rights and remedies available to C&S, hereunder or otherwise, including without limitation, C&S’s right to terminate this Agreement in accordance with Section 9.2(a) hereof.  It is expressly agreed that C&S’s election or waiver of any such right(s) or remedy(ies) does not constitute a waiver of any other right or remedy available to C&S, and any or all such rights and remedies may be exercised by C&S in the future.  Consistent with Section 10.15 hereof, no act or omission by C&S or course of dealing of the Parties shall be construed to constitute a waiver of any rights or remedies of C&S in connection with any Triggering Event * unless such waiver is set forth in writing.  The effects, as set forth in this Section 7.1(c), of any Triggering Event that occurs following any prior Triggering Event will not in any way supersede or otherwise adversely impact any of the effects of any such prior Triggering Event.

(d)Inadvertent Non-compliance with Section 7.1(b).  In the event Tops does not comply with Section 7.1(b) and Tops promptly and reasonably demonstrates to C&S (x) that any such non-compliance is the result of an inadvertent act or omission on the part of Tops or its personnel, (y) it is solvent and financially capable of satisfying its future payment obligations under this Agreement, and (z) that such occurrence is not part of a series of similar such occurrences, and Tops promptly makes payment to C&S of all outstanding * Statement Amounts, then C&S will waive in such instance its available remedies related to such non-compliance with Section 7.1(b), and notwithstanding that a Triggering Event has occurred and the requirement that Tops must * with respect to any subsequent sale of any Merchandise to Tops, *, is automatically effective,* and the same shall apply until any future Triggering Event.

(e)Financial Covenants.  “Financial Covenant” means, with respect to any Senior Debt, any obligation in the Senior Debt Agreement corresponding to such Senior Debt that requires Tops to meet any specified financial ratio or satisfy any another specified financial test.  The Financial Covenants in effect as of the Effective Date are set forth in Exhibit 7.1(e).  The Parties understand that such Financial Covenants are subject to change from time to time during the Term, as contemplated by Section 7.1(c)(iii)(E)(II).  Tops has provided C&S with a true, correct and complete copy of each Senior Debt Agreement in effect as of the Effective Date of this Agreement.

7.2.Taxes.All amounts payable by Tops under this Agreement shall be paid together with any applicable taxes and duties including any sales taxes and any other miscellaneous taxes related to the provision of Services hereunder which are assessed against C&S or its Affiliates, other than income taxes.

* Confidential treatment has been requested and the redacted material has been filed separately with the Securities and Exchange Commission.

28

ARTICLE 8

INDEMNIFICATION, CERTAIN OTHER REMEDIES AND INSURANCE; FORCE MAJEURE

8.1Indemnification.

(a)C&S.  C&S shall defend, indemnify and hold harmless Tops and its Affiliates, and their respective owners, directors, officers, employees, servants, agents, independent contractors, successors and assigns (collectively, “Tops Indemnitees”) from any and all losses, damages, demands, claims, judgments, fines, penalties, liabilities, causes of action, amounts paid in settlement, charges, costs and expenses, including but not limited to reasonable legal fees and expenses (whether incurred as the result of a third party claim or a claim to enforce this provision) or costs of settlement (collectively, “Losses”) arising out of, resulting from or related to any dispute, demand, claim, lawsuit, action or proceeding brought or initiated by any third party (each, a “Third Party Claim”) against any of the Tops Indemnitees to the extent that such Third Party Claim arises out of, is in connection with or results from: (i) acts or omissions of C&S in any manner related to the handling, storage, use or transportation of the Merchandise supplied to Tops pursuant to the terms of this Agreement; (ii) the willful misconduct or negligent acts of C&S, its employees or subcontractors related to its performance of the Services or its other obligations under this Agreement; or (iii) a breach of any representation or warranty made by C&S in this Agreement; provided, however, this indemnification and hold harmless with respect to sub-sections (i)-(iii) shall not apply to the extent of any Losses arising out of or relating to any Third Party Claim in connection with or resulting from resulting from the negligence or willful misconduct of Tops, its Affiliates or their respective employees, representatives or agents.  Whenever Tops receives notice of any Third Party Claim against any Tops Indemnitee that would be covered by this provision, Tops shall in turn provide C&S with prompt written notice of such Third Party Claim; provided, that the failure to so notify C&S will not relieve C&S of any liability that it may have hereunder, except to the extent C&S demonstrates that the defense of such action is prejudiced by Tops’ failure to give such notice.  Notwithstanding anything to the contrary set forth herein, nothing in this Section 8.1(a) shall be interpreted to excuse Tops from its obligation to reimburse C&S for Costs as set forth in Article 4.

(b)Tops.  Tops shall defend, indemnify and hold harmless C&S and its Affiliates, and their respective owners, directors, officers, employees, servants, agents, successors and assigns (collectively, the “C&S Indemnitees”) from any and all Losses arising out of or related to any Third Party Claim against any of the C&S Indemnitees to the extent that such Third Party Claim arises out of, is in connection with or results from: (i) acts  or omissions of Tops in any manner related to the handling, storage, use or transportation of the Merchandise supplied to Tops pursuant to the terms of this Agreement; (ii) the willful misconduct or negligent acts of Tops, its employees or subcontractors related to its performance of the Services or its other obligations under this Agreement; or (iii) a breach of any representation or warranty made by Tops in this Agreement; provided, however, this indemnification and hold harmless with respect to sub-sections (i)-(iii) shall not apply to the extent of any Losses arising out of or relating to any Third Party Claim in connection with or resulting from the negligence or willful misconduct of C&S, its Affiliates or their respective employees, representatives or agents.  Whenever C&S receives notice of a Third Party Claim against any C&S Indemnitee that would be covered by this provision, C&S shall in turn provide Tops with prompt written notice of such Third Party Claim; provided, that the failure to so notify Tops will not relieve Tops of any

* Confidential treatment has been requested and the redacted material has been filed separately with the Securities and Exchange Commission.

29

liability that it may have hereunder, except to the extent that Tops demonstrates that the defense of such action is prejudiced by C&S’s failure to give such notice.

(c)Product Liability - Infringement.  Each Party shall use its commercially reasonable efforts to seek indemnity from the manufacturer of any Merchandise with respect to any and all Losses arising out of, or relating to any Third Party Claim in connection with or  resulting from (i) actual or alleged product liability or the handling, possession, storage, use or any other dealing by any person of any Merchandise, or (ii) any actual or alleged infringement of any trademark, patent, copyright or other intellectual property right.  To the extent C&S has exhausted its efforts to seek indemnity from the manufacturer as set forth in this Section 8.1(c), but was unable to secure such indemnity, Tops shall indemnify C&S solely with respect to Losses to the extent (a) such Losses are related to private label or Tops unique items or any items acquired and supplied at the direction of Tops, and (b) such Losses do not arise from or are not related to the actual or alleged negligence or willful misconduct of C&S.  To the extent Tops has exhausted its efforts to seek indemnity from the manufacturer as set forth in this Section 8.1(c), but was unable to secure such indemnity, C&S shall indemnify Tops solely with respect to any Losses arising out of or relating Third Party Claim as described in clause (i) or (ii) of this paragraph (c) related to C&S’s handling, possession, storage or use of Merchandise, to the extent such Losses do not arise from or are not related to any actual or alleged negligence or willful misconduct of Tops.

(d)Insurance.

(i)By C&S.   During the Term of this Agreement, C&S shall carry and maintain the following policies of insurance issued by recognized, reputable insurers reasonably acceptable to Tops, in forms satisfactory to Tops acting reasonably, and naming Tops as an additional insured on all policies except the Workers’ Compensation policy of insurance:

(A)Comprehensive General Liability Insurance with limits of liability for each occurrence of no less than $*. Such policy shall include blanket contractual liability coverage and products/completed operations liability coverage. Products /completed operations coverage shall remain in effect for not less than two (2) years after expiration or earlier termination of this Agreement.

(B)Automobile liability insurance in a combined value of $* for bodily injury, personal injury and property damage to any person, or persons.

(C)Workers’ Compensation as required by state statute and Employers’ Liability coverage in a minimum amount of $* per accident/disease.

Within * following a request, C&S shall provide to Tops certificates evidencing the insurance coverages required of C&S under this Section 8.1(d)(i), stating that that all policies of insurance evidenced therein may not be terminated, cancelled or modified except upon no less than thirty (30) days prior written notice to Tops, and reflecting Tops Markets LLC, 6363 Main Street, Williamsville, NY 14221-5898 as the certificate holder and additional insured.  In addition, within * of a request, C&S shall

* Confidential treatment has been requested and the redacted material has been filed separately with the Securities and Exchange Commission.

30

deliver renewal certificates to Tops, and C&S will provide evidence that such coverage did not lapse.

(ii)By Tops.  During the Term of this Agreement, Tops shall carry and maintain, at its sole cost and expense, the following policies of insurance issued by recognized, reputable insurers reasonably acceptable to C&S, in forms satisfactory to C&S acting reasonably, and naming C&S as an additional insured on all policies except the Workers’ Compensation policy of insurance:

(A)Comprehensive General Liability Insurance with limits of liability for each occurrence of no less than $*. Such policy shall include blanket contractual liability coverage and products/completed operations liability coverage. Products /completed operations coverage shall remain in effect for not less than two (2) years after expiration or earlier termination of this Agreement.

(B)Automobile liability insurance in a combined value of $* for bodily injury, personal injury and property damage to any person, or persons,

                                (C)Workers’ Compensation as required by state statute and Employers’ Liability coverage in a minimum amount of * per accident/disease.

Within 10 days following a request, C&S shall provide to Tops certificates evidencing the insurance coverages required of C&S under this Section 8.1(d)(i), stating that that all policies of insurance evidenced therein may not be terminated, cancelled or modified except upon no less than thirty (30) days prior written notice to Tops, and reflecting Tops Markets LLC, 6363 Main Street, Williamsville, NY 14221-5898 as the certificate holder and additional insured.  In addition, within 10 days of a request, C&S shall deliver renewal certificates to Tops, and C&S will provide evidence that such coverage did not lapse.

(e)The limitation on a Party’s liability to the other Party set forth in Section 8.2(b) to proven or actual direct damages (including Damages) made or suffered or incurred by the other Party, will not apply with respect to claims under this Section 8.1 for indemnification of Losses incurred by a Party as the result of Third Party Claims.

8. 2Other Remedies.

(a)Notwithstanding anything set forth in this Agreement to the contrary, if Tops believes in good faith that (A) C&S (i) has breached or otherwise failed to perform or comply with any of C&S’s covenants, obligations or agreements under this Agreement, including, without limitation, the provisions of Section 1.6 hereof, (ii) has breached any of its representations or warranties set forth in this Agreement or (iii) has engaged in any action (or failed to engage in any action) constituting willful misconduct or gross negligence in the performance of any Services or Other Services hereunder (each of the actions contemplated in clauses (i), (ii) and (iii) above, a “Breach”), and (B) any such Breach has resulted in any losses, damages, liabilities, charges, costs or expenses (collectively, “Damages”) to Tops, then Tops shall give written notice thereof to C&S, which

* Confidential treatment has been requested and the redacted material has been filed separately with the Securities and Exchange Commission.

31

notice will reasonably specify the nature of the Breach (and will cite the relevant provision(s) of this Agreement, if applicable) and the amount of Damages Tops alleges has resulted from such Breach.  C&S shall respond to Tops in writing within 30 days after the date on which C&S receives Tops’ written notice (or such other reasonable time period as agreed to by the Parties in writing, provided such writing expressly sets forth an intention to modify such 30-day period).  If C&S fails to respond to Tops in writing within such 30-day period, or if C&S does not dispute the matters set forth in Tops’ written notice in its written response, then the amount of Damages alleged in Tops’ written notice will be conclusively deemed to be an obligation of C&S, and C&S shall pay, in cash, to Tops, within fifteen days after the expiration of such 30-day period, the amount specified in Tops’ written notice.  If C&S delivers a written response to Tops within such 30-day period indicating that it disputes one or more of the matters identified in Tops’ written notice, the dispute shall be resolved in accordance with Section 10.1; provided, that if such resolution results in a determination that (x) C&S has committed a Breach and (y) such Breach has resulted in Damages to Tops, then C&S shall be responsible for the amount of any and all such Damages and Tops may pursue all legal remedies against C&S in respect thereof.  The remedies provided in this Section 8.2(a) will not be exclusive of or limit any other remedies that may be available to Tops in law or equity, subject to Section 10.1.  The Parties hereto agree that the prevailing party shall be entitled to recover in addition to any other appropriate amounts, from the other Party, upon final resolution of any dispute hereunder, reasonable attorneys’ fees and expenses.  In the event C&S has a claim for Damages to C&S resulting from (x) a breach or failure to perform or comply by Tops with any of Tops’ covenants, obligations or agreements under this Agreement, including, without limitation, the provisions of Section 7.1(c) hereof, (y) Tops’ breach of any of its representations or warranties set forth in this Agreement or (z) Tops’ engagement in any action (or failure to engage in any action) constituting willful misconduct or gross negligence in the performance of any of its obligations hereunder (each of the actions contemplated in clauses (x), (y) and (z) above, a “Tops Breach”), C&S may initiate the dispute resolution process in the same manner as set forth above and the term “Breach” shall be replaced with the term “Tops Breach” for purposes hereof.  This Section 8.2 in no way limits the right of either Party to pursue all legal remedies against the other Party for any Damages resulting to the Party pursuing such remedies from a Breach or Tops Breach, as the case may be.

(b)Notwithstanding anything herein to the contrary (but subject to Section 8.1(e)), no Party shall be liable to the other Party for any damages (including without limitation, Damages) other than any proven or actual direct damages (including without limitation Damages) made against or suffered or incurred by the other Party; provided that “direct damages” is hereby deemed to include the Termination Fee.

(c)Consistent with Section 2.3(b)(ii), Tops shall be responsible for costs associated with theft or damage to Merchandise and/or Fixed Assets; provided, however that to the extent any of such costs are determined to be Damages, in accordance with Sections 8.2(a) and 10.1, that have resulted from a Breach by C&S, such costs shall be recoverable by Tops.  Consistent with Section 4.3(a)(x), Tops shall be responsible for costs associated with product shrink or out of code, damaged or unsalable Merchandise; provided, however, that to the extent that any of such costs are determined to be Damages, in accordance with Sections 8.2(a) and 10.1, to have resulted from a Breach by C&S, such costs shall be recoverable by Tops.  Nothing set forth herein this Section 8.2 shall limit the responsibility of Tops for Costs as set forth in this Agreement.

(d)Notwithstanding Tops’ responsibility to indemnify and/or reimburse C&S for the Transition Liabilities (as defined below), Tops shall not be responsible for, and shall not be obligated to indemnify and/or reimburse C&S for, the Transition Liabilities to the extent any portion thereof is determined to be Damages, in accordance with Sections 8.2(a) and 10.1, that have resulted from a Breach by C&S of its obligation to cooperate in good faith to transition the Services referred

* Confidential treatment has been requested and the redacted material has been filed separately with the Securities and Exchange Commission.

32

to in Section 10.3(b) to Tops or Tops’ designee during the 60 day period referred to in Section 10.3(b) (it being understood that it is not a Breach by C&S if C&S has cooperated in good faith to transition such Services, notwithstanding the actual timing of the completion of such transition).

8.3Force Majeure.

(a)To the extent a Party is rendered unable at any time to perform or comply with any of its obligations under this Agreement, other than obligations regarding the payment of money, by reason of act of God, force of nature, fire, or other casualty, eminent domain, war-like activity, utility failure, insurrection, or civil commotion, shortage of raw materials or supplies, any Law, or any other cause beyond its reasonable control, or beyond the control of any person directly or indirectly engaged by it (any such event being referred to as a “Force Majeure”), the obligations of such Party shall be suspended for the duration of the Force Majeure, but only to the extent such event of Force Majeure impairs the Party’s ability to perform its obligations under this Agreement.

(b)As soon as the Party whose performance is affected by a Force Majeure (the “Affected Party”) becomes aware that an event of Force Majeure has occurred or is likely to occur, such Affected Party will notify the other Party.  Upon receipt of such notice by the other Party, representatives of the Parties shall meet to establish plans and procedures to overcome or mitigate the effects of the Force Majeure and the Affected Party shall use commercially reasonable efforts to minimize any adverse effects on the other Party.  Tops shall pay all reasonable costs and expenses incurred by C&S in overcoming or mitigating the effects of the Force Majeure and shall continue to pay to C&S all * Services Fees otherwise payable under this Agreement.

(c)The foregoing notwithstanding, if the Force Majeure causes C&S to be unable to render material performance of its obligations under this Agreement, which inability causes (or in Tops’ reasonable business judgment after discussion and review with C&S, may cause) material damage to Tops, and C&S and Tops are unable to mutually agree on an alternative course of action which would permit C&S to continue to provide the Services to Tops, Tops can either render such performance itself or obtain such performance from a third party until C&S is able to resume the performance of the Services.  To the extent C&S is able to perform any Services for Tops under the circumstances reflected in this clause (c), Tops will continue to pay to C&S such * Services Fees commensurate with the Services C&S is able to provide.

(d)If an event of Force Majeure affects C&S’s ability to supply Tops Stores from any Facility but does not otherwise affect C&S’s operations, then C&S will use commercially reasonable efforts to supply Tops Stores from another facility operated by C&S, provided that Tops pays *.

(e)Each Party shall maintain a disaster and recovery plan that is specific to the performance of its obligations under this Agreement and to the information systems maintained by it in connection with this Agreement.  Each Party shall have the right to audit, test, and review the other Party’s disaster and recovery plan and may conduct on-site interviews with relevant officers and employees.

* Confidential treatment has been requested and the redacted material has been filed separately with the Securities and Exchange Commission.

33

ARTICLE 9

TERM AND TERMINATION

9.1Term.  This Agreement will commence on the Effective Date and shall remain in effect and continue through September 24, 2016 (the “Term”), unless earlier terminated in accordance with this Article 9.  For purposes of this Agreement, the Initial Contract Year will consist of the period from the Services Commencement Date until September 25, 2010, as more fully set forth on Exhibit 1.3 hereto.  For clarification, the Term shall consist of successive 52-week Contract Years (as described in Sections 1.3 and 1.5 and reflected in Exhibit 1.3 hereto) except where a 53-week year is necessary for accounting purposes or to account for the 365 day calendar year.  The Parties shall cooperate in good faith to ensure that upon the expiration or earlier termination of the Term, the Services, Other Services and inventory of Merchandise held on Tops’ behalf at the Facilities is transitioned and transferred to Tops or Tops’ designee (at Tops’ expense).

9.2Termination by C&S.

(a)C&S may terminate this Agreement for cause: (i) if Tops fails to pay any amount to C&S when due (including without limitation, any amount as contemplated by the Triggering Event set forth in Section 7.1(c)(ii)(B)) and such failure continues for * after C&S has provided Tops with written notice of such failure; (ii) if Tops has breached any other material obligation (other than a payment obligation which is covered under clause (i) above) under this Agreement, and if such breach is curable, remains uncured after * following written notice of such breach from C&S; (iii) if Tops is subject to an Event of Bankruptcy and such termination is effected prior to the approval of the applicable plan of confirmation by the applicable bankruptcy court with respect to the applicable Event of Bankruptcy; (iv) *; or (v) upon the occurrence of a Triggering Event under Section 7.1(c)(ii)(C)(I) or (II) of this Agreement or (y) if default shall occur under any mortgage for which Tops is an obligor with respect to any Facility from which any of the Services are provided and, in each case, Tops has not cured such default within the permitted cure period, if any.  In the event of termination by C&S, C&S will reasonably cooperate with the orderly transfer of operations to another supplier, provided that Tops will reimburse C&S for any and all reasonable documented out of pocket expenses incurred by C&S in connection with such transfer and will pay C&S in full for any services, including any Services, required of C&S in order to effectuate such orderly transfer or otherwise requested by Tops to be performed by C&S.

(b)If C&S terminates this Agreement pursuant to this Section 9.2 or if Tops terminates this Agreement pursuant to Section 9.3(b), or in connection with a termination pursuant to Section 9.6, then, to the extent so requested by C&S, Tops will immediately:

(i)pay C&S all sums due to C&S under the Agreement through the effective date of termination;

(ii)pay the Termination Fee set forth in Section 9.5; provided that such Termination Fee shall not be payable in connection with a termination pursuant to Section 9.6;

(iii)if requested by C&S, purchase (A) any or all of the assets employed by C&S in any Dedicated Facility, including any or all Fixed Assets * and (B)

* Confidential treatment has been requested and the redacted material has been filed separately with the Securities and Exchange Commission.

34

any and all other assets purchased by C&S with Tops’ knowledge in connection with the Services provided to Tops from a Shared Facility, in each case, at each such asset’s respective book value (the “Assets”);

(iv)purchase at the * any and all saleable inventory purchased by C&S for delivery to Tops (the “Inventory”) and pay any costs related to the transfer or disposition thereof;

(v)assume by way of assignment any and all of C&S’s obligations arising out of or related to the collective bargaining agreements at the Facilities, unless Tops elects to have C&S terminate the employment of all employees covered by such collective bargaining agreements with Tops to pay any and all costs related thereto;

(vi)reimburse C&S for any and all severance costs incurred by C&S as a result of C&S terminating the employment of individuals providing services to Tops hereunder at any Facility from which C&S is then providing Services, including, but not limited to any and all WARN costs incurred by C&S except costs that C&S could reasonably avoid in connection with any termination of employees related to a termination of this Agreement pursuant to Section 9.3(b); and

(vii)indemnify, defend and hold C&S and/or any its Affiliates including Erie, harmless from and against any and all occupancy costs (including without limitation maintenance, security, depreciation, property taxes, rent, heat, electricity, sewer and water, license fees, and insurance) related to or arising out of any leases with respect to any * Facility, *.

C&S will use its commercially reasonable efforts to mitigate the amounts that Tops is required to pay C&S under this Section 9.2(b).   C&S will communicate its decision as to whether it wishes for Tops to purchase the Assets and Inventory or undertake any of the other obligations set forth above within (i) * following the last day of this Agreement following a termination under Section 9.2(a) (other than Section 9.2(a)(ii)),  * or 9.3(b), or (ii) * prior to the day this Agreement terminates in the event of a termination under Section 9.2(a)(ii).

(c)The Parties agree and acknowledge that, in connection with a termination pursuant to Section 9.2(a), the remedies under this Section 9.2 are nonexclusive and additional to all other rights or remedies in law or equity of C&S.

(d)*

(i)*

(ii)*

*

9.3Termination by Tops.

(a)Tops may terminate this Agreement for cause: (i) if C&S fails to pay any material amount to Tops when due and such failure continues for * after Tops has provided C&S written notice of such failure; (ii) if C&S has breached any other material obligations under this Agreement, and if such breach is curable, remains

* Confidential treatment has been requested and the redacted material has been filed separately with the Securities and Exchange Commission.

35

uncured after * following written notice of such breach from Tops; (iii) if C&S is subject to an Event of Bankruptcy; or (iv) in the event of a Service Level Default as described under Section 3.10(f) hereof.  In the event of termination by Tops hereunder, C&S will reasonably cooperate with the orderly transfer of operations to another supplier, provided that Tops will reimburse C&S for any and all reasonable documented out-of-pocket expenses incurred by C&S in connection with such transfer, and that Tops will pay C&S in full for any services in connection therewith, including any Services C&S is required to perform in order to effectuate such orderly transfer or otherwise requested by Tops to be performed by C&S.  Termination by Tops under this Section 9.3(a) will not trigger Section 9.4 or Section 9.5.  The remedies under this Section are nonexclusive and additional to all other rights or remedies in law or equity of Tops.   Tops will use its commercially reasonable efforts to mitigate any damages related to a termination under this Section 9.3.

(b)Tops may terminate this Agreement prior to its expiration at the end of the Term, without cause, including by way of a rejection of this Agreement in connection with an Event of Bankruptcy, provided that Tops has notified C&S in writing of its intent to terminate this Agreement at least * prior to the effective date of termination (other than in connection with a rejection in connection with an Event of Bankruptcy).  If the circumstances relating to such termination relate to a sale of Tops or substantially all of its assets to any self-distributor, such notice shall also describe in reasonable detail the circumstances relating to such termination.  Notwithstanding anything herein to the contrary, any termination pursuant to this Section 9.3(b) shall be effective only upon Tops’ performance in full of all of its obligations under Section 9.2(b) including, but not limited to, payment in full of the Termination Fee set forth in Section 9.5.  In the event of termination by Tops hereunder, C&S will reasonably cooperate with the orderly transfer of operations to another supplier, provided that Tops will reimburse C&S for any and all reasonable documented out-of-pocket expenses incurred by C&S in connection with such transfer, and that Tops will pay C&S in full for any services in connection therewith, including any Services C&S is required to perform in order to effectuate such orderly transfer or otherwise requested by Tops to be performed by C&S.

9.4Expiration of Term.  Unless earlier terminated as provided under Sections 9.2 or 9.3, this Agreement shall expire at the end of the Term.  Upon the expiration of the Term, C&S, at its discretion, may seek to sell the Assets.  If C&S elects to sell the Assets, then upon such sale, Tops shall pay to C&S * C&S will communicate its decision as to whether it wishes to sell the Assets at least * prior to the last day of the Term.  In addition, upon the expiration of the Term and at the request of C&S, Tops will:

(a)pay C&S all sums due to C&S under the Agreement through the effective date of termination;

(b)purchase the Inventory at the *, and pay any costs related to the transfer or disposition thereof;

(c)assume by way of assignment any and all of C&S’s obligations arising out of or related to the collective bargaining agreements at the Facilities, unless Tops elects to have C&S terminate the employment of all employees covered by such collective bargaining agreements with Tops to pay any and all costs related thereto; and

* Confidential treatment has been requested and the redacted material has been filed separately with the Securities and Exchange Commission.

36

(d)reimburse C&S for any and all severance costs incurred by C&S as a result of C&S terminating the employment of individuals providing services to Tops hereunder at any Facility from which C&S is then providing Services, including, but not limited to any and all WARN costs incurred by C&S in terminating  employees; and

(e)if Tops has approved in writing the entry into any lease with respect to any * Facility having a term in excess of the Term, then Tops will indemnify, defend and hold C&S and/or any its Affiliates harmless from and against any and all occupancy costs (including without limitation maintenance, security, depreciation, property taxes, rent, heat, electricity, sewer and water, license fees, and insurance) related to or arising out of any leases with respect to such * Facility.

9.5Termination Fee.  Commencing as of the Effective Date of this Agreement, a  “Termination Fee”, in the amount set forth below, shall be immediately payable by Tops to C&S if this Agreement is terminated either: (i) by C&S pursuant to Section 9.2(a) (as contemplated by Section 9.2(b)); (ii) *; or (iii) by Tops pursuant to Section 9.3(b).  The amount of the Termination Fee payable shall be as follows:

*

The Parties acknowledge that it would be difficult and costly to assess and establish C&S’s losses arising out of a termination of this Agreement without cause by Tops under Section 9.3(b) and that the Termination Fee set forth herein, plus the remedies stated under 9.2(b), are the exclusive, liquidated remedy available to C&S for a termination by Tops under such provision.  Nonetheless, the Parties agree that the Termination Fee, together with all other applicable payments and remedies set forth in Section 9.2(b), are reasonable in light of the costs C&S will incur to perform its obligations under this Agreement and the damages C&S will suffer in the event of such termination.  Nothing herein, however, shall act as a waiver of C&S’s rights to collect amounts properly due and owing under this Agreement, including but not limited to payments for Merchandise and Service Fees, any other amounts accrued prior to the termination of this Agreement, and amounts payable in respect of Tops’ indemnification obligations set forth in Section 10.3.

9.6Force Majeure.   Either Party shall have the right to terminate this Agreement without penalty if due to a Force Majeure event which has occurred and is continuing, C&S is unable to perform any material obligation, as and when required, under this Agreement for more than *.

ARTICLE 10

MISCELLANEOUS

10.1    Dispute Resolution.  The Parties shall attempt in good faith to resolve any dispute arising out of or relating to this Agreement promptly by negotiation between executives who have authority to settle the controversy and who are at a higher level of management than the persons with direct responsibility for administration of this Agreement. Any Party may give the other Party written notice of any dispute not resolved in the normal course of business. Within 15 days after delivery of the notice, the receiving Party shall submit to the other a written response. The notice and the response shall include (a) a statement of each Party’s position and a summary of arguments supporting that position, and (b) the name and title of the executive who will represent that Party and of any other person who will

* Confidential treatment has been requested and the redacted material has been filed separately with the Securities and Exchange Commission.

37

accompany the executive. Within 30 days after delivery of the disputing Party’s notice, the executives of both Parties shall meet at a mutually acceptable time and place, and thereafter as often as they reasonably deem necessary, to attempt to resolve the dispute.  All reasonable requests for information made by one Party to the other will be honored.

If the matter has not been resolved within 60 days of the disputing Party’s notice, or if the Parties fail to meet within 30 days, either Party may initiate arbitration of the controversy or claim as provided hereinafter.

All negotiations pursuant to this Section 10.1 are confidential and shall be treated as compromise and settlement negotiations for purposes of the Federal Rules of Evidence and state rules of evidence.

Any dispute arising out of or relating to this Agreement, directly or indirectly, or the subject matter, breach, termination or validity hereof, which has not been resolved by a non-binding procedure as provided herein, shall be settled by arbitration in accordance with the rules of the American Arbitration Association (“AAA”) with the sole exception of circumstances involving irreparable injury to the other Party that is not adequately compensable in damages or at law, in which case the injured Party shall have the right to bring an action in a court of competent jurisdiction to seek an appropriate equitable relief, including injunctive relief. The arbitration shall be conducted by a single independent and impartial arbitrator having experience in the grocery industry who shall be selected by the Parties within 20 days after the commencement of the arbitration proceeding; provided, however, that if the Parties cannot agree on the selection of the arbitrator by the expiration of such 20 day period, the Party requesting the arbitration may initiate arbitration and request the AAA to appoint the arbitrator.  The arbitration shall be governed by the United States Arbitration Act, 9 U.S.C. § 1- 16, and judgment upon the award rendered by the arbitrator may be entered by any competent federal or state court having jurisdiction thereof. The place of arbitration shall be Albany, New York. The arbitrator’s award shall be duly made in writing within thirty (30) days after the hearings in the arbitration proceedings are closed, and such award shall be binding and conclusive on all Parties to this Agreement.  The arbitrator is empowered to award damages in excess of compensatory damages, subject to the terms of this Agreement.

Judgment upon the Award may be sought and entered in any competent federal or state court located in the United States of America.  An application may be made to such court for confirmation of the Award and for any other equitable or legal remedies that may be necessary to effectuate such Award or otherwise preserve any rights for which no adequate remedy at law exists.

The Parties understand and agree that they hereby are giving up and waiving any claim or right to litigate in court or by a jury trial, unless or to the extent that such rights are specially provided for under this Agreement or cannot be waived under applicable Law.

10.2    Audit and Access Rights.

(a)           Books and Records. C&S shall maintain complete and detailed records, data, information and statements in auditable form and quality in respect of its activities related to the provision of the Services and as to all of C&S’s other obligations under this Agreement, as information integrated into the overall financial statements maintained by C&S in the ordinary course of business.  C&S shall maintain such records consistent with GAAP.  C&S shall prepare and maintain in for a period of not less than five (5) years following the end of each of its fiscal years, adequate books and records with respect to: (i) the

* Confidential treatment has been requested and the redacted material has been filed separately with the Securities and Exchange Commission.

38

performance of the Services, and all of its other obligations under this Agreement with respect to the Services; (ii) all amounts charged or credited by C&S to Tops hereunder; (iii) all Costs arising under this Agreement, (iv) such other records, data or information as may be otherwise required under this Agreement or reasonably requested by Tops from time to time,  and (v) with respect to the Other Services, such records as are necessary for Tops to verify the amounts received by Tops pursuant to such Other Services, it being expressly understood that any records or other information with respect to C&S’s costs and income with respect to such Services are not subject to the rights set forth in this Section 10.2 (collectively, the “Books and Records”).  The Books and Records shall be maintained consistent with GAAP, consistently applied, and shall be in a form suitable for audit, review and copying and shall be made available as reports produced from C&S’s overall financial statements maintained by C&S for its entire operations in the ordinary course of business.  All Books and Records shall be maintained in accordance with C&S’s then current document retention policy.  Tops will be provided access to, and the right to audit, any information Tops reasonably determines it needs in order to verify any of the items listed in subsections (i) through (iv) above or any matters to be audited pursuant to Section 10.2(c), provided, however, that Tops will not be provided access to data or information relating to the Other Services as relates to C&S’s costs and income with respect to such Services, or other customers of C&S or information unrelated to the performance of the Services and the Other Services, except to such limited extent as may be necessary to verify cost allocations at a Shared Facility.

(b)           Financial Statements.  Tops shall promptly deliver to C&S (i) annual financial statements for the operations of Tops all prepared in accordance with GAAP (such financial statements to include income statements, balance sheets and cash flow statements) audited and certified to by an independent registered public accounting firm, after such financial statements have been issued by such public accounting firm, within 90 days following the end of Tops’ fiscal year, and (ii) internally prepared quarterly financial statements within 45 days following the end of each of Tops’ fiscal quarters. C&S will promptly deliver to Tops audited financial statements for the year-end period, which have been certified to by a registered public accounting firm, after such financial statements have been issued by such accounting firm.

(c)           Right to Audit/Access to Books and Records.  Subject to clause (d) below and to Section 3.11(e), C&S shall permit Tops and its officers, directors, representatives, counsel, advisors and other agents (and subject to each such individual’s agreement to comply with C&S’s requested policies and procedures as referred to in Section 3.11(e), if so permitted), upon reasonable notice (which Tops acknowledges shall in no event be less than two (2) weeks) and during normal business hours, the inspection of and access to the Facilities and the Books and Records for the purpose of auditing:  (i) the performance of the Services and the Other Services (but with respect to the Other Services, only as necessary for Tops to verify the amounts received by Tops pursuant to such Other Services, it being expressly understood that any records or other information with respect to C&S’s costs and income with respect to such Other Services are not subject to the rights set forth in this Section 10.2); (ii) the conformity to this Agreement of charges and calculations of charges for all Costs * to Tops, and for all other calculations related to this Agreement and the performance of the Services, including, without limitation (a) *, and (b) the calculation and administration of any Cost Savings Gainshare Incentive Fee; (iii) preparation and maintenance of records related to the Services and Other Services in so far as such records relate to the verification of amounts received by Tops pursuant to such Other Services; (iv) the Costs and back-up and other information supporting the calculations for any payments required to be made by Tops hereunder; (v) Service Level Reconciliation

* Confidential treatment has been requested and the redacted material has been filed separately with the Securities and Exchange Commission.

39

Reports, Required Service Levels and actual service levels; and (vi) C&S’s records in order to confirm that *, and any other amount due to or charged to Tops are calculated and administered in accordance with the terms and conditions of this Agreement and (vii) any other matter relating to amounts that were (or reasonably should have been) charged to, or that were (or reasonably should have been) *, subject to the limitations set forth in this Agreement.  The right of access under this Section 10.2(c) shall, subject to Section 3.11(e), include the right to discuss such documentation with C&S’s employees, representatives and, if expressly permitted by C&S in each instance, outside vendors having knowledge of their contents, and C&S shall instruct all such employees, representatives or, if applicable, third-party vendors to fully cooperate with any request for information made by Tops to such employee, representative or third-party vendor.  To the extent Tops engages any third party auditing firm in connection with any audit, upon C&S’s request, prior to commencement of the audit, Tops shall require such third party auditing firm to execute any reasonable confidentiality agreement provided by C&S and otherwise adhere to any policies and procedures which may be required by C&S as contemplated by Section 3.11(e).

(d)           Frequency and Scope.  Tops will be limited to no more than one (1) audit during each Contract Year and each audit will be limited to the review of information related to the * period immediately preceding the audit, and any remedies or recoupment of monies due as the direct result of any errors discovered pursuant to any such audit will be limited to such * period, excluding any months that were covered by an audit in a prior year.  Any audit will be conducted at C&S’s premises and shall be completed within 60 days or such other reasonable time period agreed to by the Parties.  The Parties’ mutual objective is to identify and resolve any errors promptly after they occur rather than to rely upon the audit procedure to identify errors.  All Books and Records subject to audit and review hereunder will be subject to the confidentiality provisions set forth in Section 10.17.  Notwithstanding anything to the contrary set forth herein, failure by Tops to challenge the amount of any *, Cost, or the Services Fee or information related thereto within the * period immediately following the date such amount is invoiced or rebated to Tops shall be deemed to be Tops’ agreement and consent to such invoiced or rebated amounts, and Tops shall thereafter waive any claim or right to adjust, modify or recover any amounts related thereto.

(e)           Deficiencies.  Subject to the foregoing, if an audit or review reveals that any amounts paid or charged to Tops have been overstated or understated, then C&S shall issue a charge or credit, as applicable, to correct such overstatement or understatement.  The amount of the credit or charge will be subject to a variable late fee equal to * calculated on a daily basis from the date any payment constituting the credit or charge, as the case may be, was due.

(f)            Confidentiality.  For clarification, any and all information provided by C&S in connection with an audit to Tops and/or its accounting firm pursuant to this Section 10.2 including, but not limited to any audited financial statements and other financial information, will be subject to Section 3.11(e) and the Confidential Information provisions set forth in Section 10.17 below and in any separate confidentiality agreement C&S may require the third party accounting firm to execute.

* Confidential treatment has been requested and the redacted material has been filed separately with the Securities and Exchange Commission.

40

10.3*

(a)*:

(i)*

(ii)*

(iii)*.

(iv)*

(v)*

*

*

*

*

(A)*

(B)*

(b)*:

(i)*

(ii)*

*

*

*

(c)*  Notwithstanding anything to the contrary set forth in this Agreement, in no event shall *, including without limitation, any * in connection with any *.  Notwithstanding anything to the contrary set forth in this Agreement, in no event will * in connection with, any * as the result of *.

(d)Other Matters.  Promptly, and in any event within * after C&S receives any written communication from* C&S *.  The provisions of this * are solely intended to bind Tops and C&S and may not be relied on or enforced by any person not a party to this Agreement *; provided that any applicable Affiliate of C&S *, may rely on or enforce such provisions.

10.4Headings. The insertion of headings are for convenience of reference only and shall not affect the construction or interpretation of this Agreement.

10.5Extended Meanings.     In this Agreement words importing the singular number only include the plural and vice versa, words importing the masculine gender include the feminine and neuter genders and vice versa and words importing persons include

* Confidential treatment has been requested and the redacted material has been filed separately with the Securities and Exchange Commission.

41

Execution Copy

individuals, partnerships, associations, trusts, unincorporated organizations and corporations.

10.6Accounting Principles. Wherever in this Agreement reference is made to a calculation to be made in accordance with generally accepted accounting principles consistently applied (“GAAP”), such reference shall be to generally accepted accounting principles of the United States of America from time to time recommended by the Financial Accounting Standards Board (FASB), or any successor, applicable as at the date on which such calculation is made or required to be made.

10.7Currency.  All references to dollar amounts in this Agreement are to lawful money of The United States of America.

10.8Applicable Law of Contract. This Agreement shall be governed by the laws of the State of New York, without regard to its conflict of laws provisions, and the laws of The United States of America as applicable in such State.

10.9Legal Relationship/Independent Contractor.

(a)The legal relationship of C&S and Tops to each other shall be that of independent contractors, and neither Party shall be the agent or legal representative of the other for any purpose.  Neither Party shall have the right or authority to bind or obligate the other to any third party for any purpose whatsoever.

(b)It is expressly intended by the Parties, and each Party hereby specifically warrants, represents and agrees that it (the “Performing Party” for the purposes of this Section) is an independent contractor having its own respective established place of business and all persons assisting the Performing Party in the performance of its obligations under this Agreement are and shall be deemed the employees of the Performing Party or under contract to the Performing Party for all purposes, and not of the other Party or any Affiliate of the other Party.  It is further intended and agreed that each Party shall have sole control of the manner and means of performing its obligations under this Agreement.  The specific means of accomplishing the purposes of this Agreement shall be left to the discretion of the Performing Party.  Each Party agrees that its officers, managers, or other management or supervisory personnel employed by them shall effect such management, direction and control in the sole and complete discretion of such Party.  Furthermore, Tops agrees and acknowledges that, in connection with the performance of the Services or its obligations under this Agreement, C&S may at any time enter into a subcontract for services with a third party contractor, which may include any Affiliate of C&S.

10.10Notices.   Any demand, notice or other communication to be given in connection with this Agreement shall be in writing and shall be given by personal delivery, by overnight courier, by registered mail or by facsimile or electronic means of communication addressed to the recipient at the address set forth below or to such other address, individual or electronic communication number as may be designated by notice given by either Party to the other.  Any demand, notice or other communication shall be conclusively deemed to have been given (i) on the day of actual delivery if given by personal delivery; (ii) on the next business day if given by overnight courier; (iii) on the third business day following

42

deposit in the mail if given by registered mail; and (iv) on the day of transmittal if given by facsimile or electronic communication during the normal business hours of the recipient and on the next following business day if not given during such hours on any day.

If to C&S:

C&S Wholesale Grocers, Inc.

7 Corporate Drive

Keene, NH 03431

Attn: Richard B. Cohen, Chairman and Chief Executive Officer

Phone: (603) 354-4601

Fax: (603) 354-4692

   with a copy to:

General Counsel

Phone: (603) 354-5885

Fax: (603) 354-4694

If to Tops:

Tops Markets, LLC

P.O. Box 1027

Buffalo, NY 14240-1027

Attention: Frank Curci, Chief Executive Officer

Phone:  (716) 635-5124

Fax:  (716) 635-5102

   with a copy to:

Kevin Darrington, Chief Financial Officer

Phone:  (716) 635-5170

Fax:  (716) 635-5107

   with a copy to:

Morgan Stanley Capital Partners V U.S. Holdco, LLC

1585 Broadway, Floor 29

New York, New York  10036

Attention:  Gary S. Matthews

Phone:  (212) 761-4737

Fax:  (201) 214-6371

10.11Further Assurances. Each of C&S and Tops shall from time to time execute and deliver all such further documents and instruments and do all acts and things as the other Party may reasonably require to effectively carry out or better evidence or perfect the full intent and meaning of this Agreement.

10.12Benefit of the Agreement. This Agreement shall inure to the benefit of and be binding upon C&S, Tops and their respective assigns and successors, including any transferee of substantially all of the assets of either Party.  Tops further agrees that any Affiliate of C&S, though it may not be a party to this Agreement, may be a third party beneficiary of certain of the terms and conditions set forth in this Agreement, and that in addition to C&S, any

43

such Affiliate may enforce such term or condition directly against Tops as if it were a party to this Agreement.

10.13Continued Provisions.  Notwithstanding any expiration or termination of this Agreement, (i) the indemnification obligation of both Parties as set forth in Article 8; (ii) the obligations of the both Parties upon termination of this Agreement as set forth in Article 9; (iii) the confidentiality and non-solicitation provisions set forth below; (iv) the obligations to pay any and all amounts payable and outstanding as of the expiration or termination of this Agreement, including those which may arise as the result of the expiration and termination of this Agreement, and (v) any other provision which expressly or by its nature is intended to survive termination of this Agreement (which will include, without limitation, this Article 10) shall survive and such expiration or termination, shall continue in full force and effect, and remain enforceable in accordance with their terms.

10.14Entire Agreement.  This Agreement together with all Schedules and Exhibits hereto constitutes the entire agreement between the Parties with respect to its subject matter and cancels and supersedes any prior understandings and agreements between the Parties with respect to such subject matter,*.  There are no representations, warranties, terms, conditions, undertakings or collateral agreements, express, implied or statutory, between the Parties other than as expressly set forth in this Agreement.

10.15Amendments and Waiver.   No modification of or amendment to this Agreement shall be valid or binding unless in writing and duly executed by both of the Parties and no waiver of any breach of any term or provision of this Agreement shall be effective or binding unless made in writing and signed by the Party purporting to give the same and, unless otherwise provided, shall be limited to the specific breach waived.

10.16Authority; Assignment.

(a)Each Party hereby represents and warrants that it has the full power and authority to enter into this Agreement and the individual signing this Agreement is authorized to bind such Party hereby.

(b)This Agreement shall be binding upon the Parties and their respective successors or assigns, including any transferee of substantially all of the assets of a Party.  Tops may not assign this Agreement without the prior written consent of C&S which shall not be unreasonably withheld.  C&S shall not assign this Agreement without first giving notice to Tops of the intention to make such assignment.  Tops shall then have * in which to object, and if Tops objects, C&S shall not carry out the assignment.

10.17Confidentiality. Each Party (a “Receiver”) shall not, during the Term or at any time thereafter, transmit Confidential Information of the other Party (a “Discloser”) to any third person either in whole or in part.  Each Receiver shall take all reasonable precautions to safeguard the Confidential Information of the Discloser from unauthorized disclosure and, at a minimum, shall afford such Confidential Information such precautions and safeguards as the Receiver affords to its own confidential information of a similar nature.  Tops also agrees to the heightened confidentiality restrictions requested or imposed by C&S in connection with the disclosure of Confidential Information, as contemplated by Section 3.11(e). “Confidential Information” for purposes of this Agreement shall mean all non-public, confidential or proprietary information of a Discloser and its clients, suppliers and customers, including but not limited to, Restricted Information, information regarding costing, merchandising, procurement, incentive programs, inventory systems, technology, formulations, transportation, warehouse, administrative and other technical, financial and

* Confidential treatment has been requested and the redacted material has been filed separately with the Securities and Exchange Commission.

44

economic data and information, received by the Receiver in the course of the negotiation of, or performance of its obligations under, this Agreement.  Accordingly, each Receiver will also indemnify, defend and hold harmless the Discloser from any and all claims, demands, suits, actions, proceedings, undertakings, judgments, liabilities, damages, losses, expenses and costs, including without limitation, attorney’s fees and costs, involving or incurred by such Discloser, or which such Discloser may incur, with respect to any claims of third parties arising with respect to or resulting from any unpermitted disclosure or breach of this Section 10.17 by such Receiver.  The above restrictions shall not apply to the extent that Confidential Information comes into the public domain through no fault of the Receiver, is received by the Receiver from a third party having a bona fide right to disclose such information, is demonstrably developed or learned by Receiver without reliance on the Confidential Information (that the presumption being, as hereby agreed to by the Parties, that such information was developed or learned with reliance on the Confidential Information once disclosed to the Receiver), is required to be disclosed by Law (subject to clause (b) below), or required to be disclosed to enforce any right or obligation under this Agreement (subject to clause (b) below).

(a)Public Notices.  Neither Party shall make any press release or public announcement regarding this Agreement or otherwise publicly disclose any of the terms of this Agreement without the prior written consent of the other Party,  except where required to do so by the terms of the indenture constituting a Senior Debt Agreement in existence as of the date hereof (pursuant to which Tops or its Affiliate is the borrower of Senior Debt in connection with an offering of publicly traded bonds), by Law or by the applicable regulations or policies of any Federal, State or other regulatory agency of competent jurisdiction or any stock exchange but only after prior consultation with the other Party, and the disclosing Party shall cooperate with the other Party and use commercially reasonable efforts to ensure that all Confidential Information and other information that is required to be disclosed in accordance with the above will be accorded confidential treatment to the fullest extent allowable.

(b)Requirement to Disclose.  Wherever in this Agreement disclosure is permitted if “required by Law”, such disclosure shall be permitted only if, as promptly as practicable after determining that disclosure is required or after receipt of any such order, demand or subpoena, Receiver shall notify the Discloser of such requirement and the scope of the proposed disclosure and shall simultaneously deliver to the Discloser a copy of such order, demand or subpoena or, if there is none, a written opinion of its counsel describing the legal basis upon which such disclosure is required.  The Receiver shall cooperate with all reasonable requests of the Discloser  for assistance in preventing or limiting such disclosure.

10.18Definitions.  Exhibit 10.18 attached hereto, which is hereby incorporated into this Agreement, and made a part of this Agreement for all respects, sets forth the meanings ascribed to certain capitalized terms used in this Agreement.

10.19  Counterparts.  This Agreement may be executed simultaneously in two or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.

[Signature page follows]

45

IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first written above.

TOPS MARKETS, LLC		C&S WHOLESALE GROCERS, INC.
By:	/s/ Frank Curci	By:	/s/ Michael F. Newbold
Name:	Frank Curci	Name:	Michael F. Newbold
Title:	President and CEO	Title:	EVP
		For purposes of Sections 9.2(b), *, 9.4 and 10.3 of this Agreement:
		ERIE LOGISTICS, LLC
		By:	/s/ William M. Boyd, III
		Name:	William M. Boyd, III
		Title:	SVP and Secretary

* Confidential treatment has been requested and the redacted material has been filed separately with the Securities and Exchange Commission.

46

LIST OF EXHIBITS

Exhibit No.	Name
Exhibit 1.3	Contract Years
*	*
	*
	*
*	*
	*
	*
*	*
	*
	*
*	*
*	*
*	*
Exhibit 3.2	Tops Stores (as of the Effective Date)
*	*
	*
*	*
*	*
*	*
*	*
	*
	*
	*
	*
*	*
Exhibit 6.2	Coupon Processing Agreement
Exhibit 7.1(e)	Financial Covenants
Exhibit 10.18	Definitions

* Confidential treatment has been requested and the redacted material has been filed separately with the Securities and Exchange Commission.

47

Exhibit 1.3

Schedule of Contract Years

	Start Date	End Date	Weeks
Initial Contract Year	11/22/2009	9/25/2010	44
Contract Year 2	9/26/2010	9/24/2011	52
Contract Year 3	9/25/2011	9/29/2012	53
Contract Year 4	9/30/2012	9/28/2013	52
Contract Year 5	9/29/2013	9/27/2014	52
Contract Year 6	9/28/2014	9/26/2015	52
Contract Year 7	9/27/2015	9/24/2016	52

* Confidential treatment has been requested and the redacted material has been filed separately with the Securities and Exchange Commission.

48

*

* Confidential treatment has been requested and the redacted material has been filed separately with the Securities and Exchange Commission.

49

*

* Confidential treatment has been requested and the redacted material has been filed separately with the Securities and Exchange Commission.

50

*

* Confidential treatment has been requested and the redacted material has been filed separately with the Securities and Exchange Commission.

51

*

* Confidential treatment has been requested and the redacted material has been filed separately with the Securities and Exchange Commission.

52

*

* Confidential treatment has been requested and the redacted material has been filed separately with the Securities and Exchange Commission.

53

*

* Confidential treatment has been requested and the redacted material has been filed separately with the Securities and Exchange Commission.

54

*

* Confidential treatment has been requested and the redacted material has been filed separately with the Securities and Exchange Commission.

55

*

* Confidential treatment has been requested and the redacted material has been filed separately with the Securities and Exchange Commission.

56

*

* Confidential treatment has been requested and the redacted material has been filed separately with the Securities and Exchange Commission.

57

*

* Confidential treatment has been requested and the redacted material has been filed separately with the Securities and Exchange Commission.

58

*

* Confidential treatment has been requested and the redacted material has been filed separately with the Securities and Exchange Commission.

59

*

* Confidential treatment has been requested and the redacted material has been filed separately with the Securities and Exchange Commission.

60

*

* Confidential treatment has been requested and the redacted material has been filed separately with the Securities and Exchange Commission.

61

*

* Confidential treatment has been requested and the redacted material has been filed separately with the Securities and Exchange Commission.

62

*

* Confidential treatment has been requested and the redacted material has been filed separately with the Securities and Exchange Commission.

63

*

* Confidential treatment has been requested and the redacted material has been filed separately with the Securities and Exchange Commission.

64

*

* Confidential treatment has been requested and the redacted material has been filed separately with the Securities and Exchange Commission.

65

*

* Confidential treatment has been requested and the redacted material has been filed separately with the Securities and Exchange Commission.

66

*

* Confidential treatment has been requested and the redacted material has been filed separately with the Securities and Exchange Commission.

67

*

* Confidential treatment has been requested and the redacted material has been filed separately with the Securities and Exchange Commission.

68

*

* Confidential treatment has been requested and the redacted material has been filed separately with the Securities and Exchange Commission.

69

*

* Confidential treatment has been requested and the redacted material has been filed separately with the Securities and Exchange Commission.

70

*

* Confidential treatment has been requested and the redacted material has been filed separately with the Securities and Exchange Commission.

71

*

* Confidential treatment has been requested and the redacted material has been filed separately with the Securities and Exchange Commission.

72

*

* Confidential treatment has been requested and the redacted material has been filed separately with the Securities and Exchange Commission.

73

*

* Confidential treatment has been requested and the redacted material has been filed separately with the Securities and Exchange Commission.

74

*

* Confidential treatment has been requested and the redacted material has been filed separately with the Securities and Exchange Commission.

75

*

* Confidential treatment has been requested and the redacted material has been filed separately with the Securities and Exchange Commission.

76

*

* Confidential treatment has been requested and the redacted material has been filed separately with the Securities and Exchange Commission.

77

*

* Confidential treatment has been requested and the redacted material has been filed separately with the Securities and Exchange Commission.

78

*

* Confidential treatment has been requested and the redacted material has been filed separately with the Securities and Exchange Commission.

79

*

* Confidential treatment has been requested and the redacted material has been filed separately with the Securities and Exchange Commission.

80

*

* Confidential treatment has been requested and the redacted material has been filed separately with the Securities and Exchange Commission.

81

Exhibit 3.2

TOPS STORES

*

* Confidential treatment has been requested and the redacted material has been filed separately with the Securities and Exchange Commission.

82

*

* Confidential treatment has been requested and the redacted material has been filed separately with the Securities and Exchange Commission.

83

*

* Confidential treatment has been requested and the redacted material has been filed separately with the Securities and Exchange Commission.

84

*

* Confidential treatment has been requested and the redacted material has been filed separately with the Securities and Exchange Commission.

85

*

* Confidential treatment has been requested and the redacted material has been filed separately with the Securities and Exchange Commission.

86

*

* Confidential treatment has been requested and the redacted material has been filed separately with the Securities and Exchange Commission.

87

*

* Confidential treatment has been requested and the redacted material has been filed separately with the Securities and Exchange Commission.

88

*

* Confidential treatment has been requested and the redacted material has been filed separately with the Securities and Exchange Commission.

89

*

* Confidential treatment has been requested and the redacted material has been filed separately with the Securities and Exchange Commission.

90

*

* Confidential treatment has been requested and the redacted material has been filed separately with the Securities and Exchange Commission.

91

*

* Confidential treatment has been requested and the redacted material has been filed separately with the Securities and Exchange Commission.

92

*

* Confidential treatment has been requested and the redacted material has been filed separately with the Securities and Exchange Commission.

93

*

* Confidential treatment has been requested and the redacted material has been filed separately with the Securities and Exchange Commission.

94

*

* Confidential treatment has been requested and the redacted material has been filed separately with the Securities and Exchange Commission.

95

*

* Confidential treatment has been requested and the redacted material has been filed separately with the Securities and Exchange Commission.

96

*

* Confidential treatment has been requested and the redacted material has been filed separately with the Securities and Exchange Commission.

97

*

* Confidential treatment has been requested and the redacted material has been filed separately with the Securities and Exchange Commission.

98

*

* Confidential treatment has been requested and the redacted material has been filed separately with the Securities and Exchange Commission.

99

*

* Confidential treatment has been requested and the redacted material has been filed separately with the Securities and Exchange Commission.

100

*

* Confidential treatment has been requested and the redacted material has been filed separately with the Securities and Exchange Commission.

101

*

* Confidential treatment has been requested and the redacted material has been filed separately with the Securities and Exchange Commission.

102

*

* Confidential treatment has been requested and the redacted material has been filed separately with the Securities and Exchange Commission.

103

*

* Confidential treatment has been requested and the redacted material has been filed separately with the Securities and Exchange Commission.

104

*

* Confidential treatment has been requested and the redacted material has been filed separately with the Securities and Exchange Commission.

105

*

* Confidential treatment has been requested and the redacted material has been filed separately with the Securities and Exchange Commission.

106

*

* Confidential treatment has been requested and the redacted material has been filed separately with the Securities and Exchange Commission.

107

*

* Confidential treatment has been requested and the redacted material has been filed separately with the Securities and Exchange Commission.

108

*

* Confidential treatment has been requested and the redacted material has been filed separately with the Securities and Exchange Commission.

109

*

* Confidential treatment has been requested and the redacted material has been filed separately with the Securities and Exchange Commission.

110

*

* Confidential treatment has been requested and the redacted material has been filed separately with the Securities and Exchange Commission.

111

*

* Confidential treatment has been requested and the redacted material has been filed separately with the Securities and Exchange Commission.

112

*

* Confidential treatment has been requested and the redacted material has been filed separately with the Securities and Exchange Commission.

113

*

* Confidential treatment has been requested and the redacted material has been filed separately with the Securities and Exchange Commission.

114

*

* Confidential treatment has been requested and the redacted material has been filed separately with the Securities and Exchange Commission.

115

*

* Confidential treatment has been requested and the redacted material has been filed separately with the Securities and Exchange Commission.

116

*

* Confidential treatment has been requested and the redacted material has been filed separately with the Securities and Exchange Commission.

117

*

* Confidential treatment has been requested and the redacted material has been filed separately with the Securities and Exchange Commission.

118

*

* Confidential treatment has been requested and the redacted material has been filed separately with the Securities and Exchange Commission.

119

*

*

* Confidential treatment has been requested and the redacted material has been filed separately with the Securities and Exchange Commission.

120

*

* Confidential treatment has been requested and the redacted material has been filed separately with the Securities and Exchange Commission.

121

*

* Confidential treatment has been requested and the redacted material has been filed separately with the Securities and Exchange Commission.

122

*

* Confidential treatment has been requested and the redacted material has been filed separately with the Securities and Exchange Commission.

123

EXHIBIT 6.2

Coupon Processing Services for Tops Markets

C&S Wholesale Grocers, Inc. (“C&S”), is pleased to provide the following terms applicable to C&S’s manufacturer coupon processing services program for Tops Markets, LLC (“Tops”), pursuant to which C&S will process coupons * (the “Coupon Services”) for valid manufacturer coupons (the “Coupons”) that are submitted by Tops for redemption.  The terms and conditions set forth in this Exhibit 6.2 to the Supply Agreement, made as of November 12, 2009 (the “Effective Date”), among Tops, C&S and, for the purposes set forth therein, Erie Logistics, LLC (the “Supply Agreement”), are referred collectively as the “Coupon Processing Agreement”.  Capitalized terms not defined herein have the meanings set forth in the Supply Agreement.

1.*

2.Coupons Covered.  This Coupon Processing Agreement applies to coupon processing for all stores owned and operated by Tops and its subsidiaries as of the Effective Date of the Supply Agreement.

3.Coupon Processing Procedures.  In connection with the Coupon Services, C&S will:

(a)*,  for the * pick-up of Coupons at Tops’ headquarters * through an overnight or less-than-truckload carrier, or as otherwise designated by C&S.

(b)*.

(c)*

(d)*, sort, count and validate the Coupons.  Following verification of the Coupon count and face values *, C&S will reconcile the actual count, face value *

(e)Submit Coupons for redemption to each applicable vendor and invoice such vendor *.

4.Duties of Tops.

(a)With respect to each submission of Coupons by Tops, *, Tops will provide to C&S * report which * designates such * aggregate Coupon submissions *.

(b)Tops will cause each submission of Coupons to be boxed and properly prepared for shipment at its own expense and in accordance with instructions provided by C&S.

(c)Tops and its stores will only submit Coupons which have been properly credited to its retail customers in accordance with the manufacturers’ requirements.  Coupons which appear to be misredeemed * (collectively referred to as “Misredeemed Coupons”) will not be accepted or credited. *

5.Additional Agreements.

(a)To the extent that vendor coupon invoices are not paid, C&S will attempt to collect unpaid amounts from the applicable Vendor.  However, Tops will be responsible for any

* Confidential treatment has been requested and the redacted material has been filed separately with the Securities and Exchange Commission.

124

and all uncollectible coupon invoices, and accordingly, Tops will reimburse C&S for all amounts previously paid to Tops *.

(b)The Parties acknowledge and agree that Tops shall retain whatever title it has to, and ownership of, any coupons (including Coupons) submitted for processing.  C&S will acquire no title or interest in any Coupons received from Tops or its stores.  *  Tops shall indemnify C&S for any Losses to which C&S is or may be subject, arising out of or related to (i) any Misredeemed Coupons, (ii) any coupons submitted by Tops which, or the processing of which, violates or fails to comply with any state, federal or local laws, rules, regulations or policies or accepted industry guidelines and practices,* and (iii) the negligence or willful misconduct of Tops in connection with the Coupon Services, including without limitation, the submission of coupons for processing hereby.

(c)*

(d)*

6.Effective Date.  This Coupon Processing Agreement shall be effective as of the Effective Date.

7.Term; Termination.  The “Term” of this Agreement will begin on the Effective Date and continue through and until expiration of the Term as defined in the Supply Agreement (subject to the earlier termination of the Supply Agreement as set forth therein or this Coupon Services Agreement).  *

8.Confidentiality.  Each Party shall keep the terms of this Coupon Processing Agreement confidential and neither will disclose the same to any third party except in compliance with Section 10.17 of the Supply Agreement.

* Confidential treatment has been requested and the redacted material has been filed separately with the Securities and Exchange Commission.

125

Exhibit 7.1(e)

Financial Covenants

The only Financial Covenant in effect as of the Effective Date is as follows:

Pursuant to the Senior Debt Agreement, during the continuance of a Covenant Compliance Event (as defined in the Senior Debt Agreement), Tops may not permit the Consolidated Fixed Charge Coverage Ratio (as defined in the Senior Debt Agreement), calculated as of the occurrence of such Covenant Compliance Event and as of the last day of each Fiscal Period (as defined in the Senior Debt Agreement) thereafter based upon the most recent Measurement Period (as defined in the Senior Debt Agreement) to be less than 1.10 to 1.00.

126

EXHIBIT 10.18

DEFINITIONS

“* Period” has the meaning set forth in Section 7.1(c)(i)(B).

“2009 Budget” has the meaning set forth of Section 1.5.

*

“Accounts Receivables *” has the meaning set forth in Section 6.3.

“Actual Costs” has the meaning set forth in Section 4.5.1.

“Actual Gainshare Costs” has the meaning set forth in Section 4.7(b).

*

“Additional Services”has the meaning set forth in Section 5.5.

“Adjusted Baseline Budget” has the meaning set forth in Section 4.7(c).

*

“Affected Party” has the meaning set forth in Section 8.3(b).

“Affiliate”, with respect to a Party, means any person or entity that, directly or indirectly, is controlled by, controls or is under common control with such Party; provided, that neither Morgan Stanley nor Morgan Stanley Capital Partners V Funding LP nor any of their respective Affiliates (other than Tops Holding Corporation and its subsidiaries) shall be deemed to be an “Affiliate” of Tops for any purpose under this Agreement.

“Agreement” means this Supply Agreement, including the Schedules and Exhibits to this Agreement, as it or they may be amended or supplemented from time to time, and the expressions “hereof”, “herein”, “hereto”, “hereunder” and similar expressions refer to this Agreement and not to any particular portion or section of this Agreement.

“Allocation Ratio” has the meaning set forth in Section 4.3(b).

“Approved Budget” has the meaning set forth in Section 4.2.

“Asset” has the meaning set forth in Section 9.2(b)(iii).

“Baseline Budget” has the meaning set forth in Section 4.7(a).

“Baseline Costs” has the meaning set forth in Section 4.7(b).

“Base Management Fee” has the meaning set forth in Section 5.2.

*

* Confidential treatment has been requested and the redacted material has been filed separately with the Securities and Exchange Commission.

127

“Books and Records” has the meaning set forth in Section 10.2(a).

*

“C&S” has the meaning set forth in the introductory paragraph, and unless expressly provided otherwise in this Agreement, such term does not include any Affiliate of C&S for any purpose under this Agreement.

“Confidential Information” has the meaning set forth in Section 10.17.

“Contract Quarter”means C&S’s four (4) fiscal quarters, which together comprise C&S’s fiscal year.

“Contract Week” means any period of seven (7) consecutive calendar days commencing on a Sunday and concluding on a Saturday during any Contract Year.

“Contract Year”means a 52-week period (or 53-week period every five to six years) that runs through the last Saturday in September.  Each Contract Year is comprised of four (4) Contract Quarters.  The schedule of Contract Years for the Term is set forth on Exhibit 1.3.

“Costs” has the meaning set forth in Section 4.1.

“Cost Savings Gainshare Incentive Fee” has the meaning set forth in Section 5.3(a).

“Coupon Processing Services” has the meaning set forth in Section 6.2.

*

“Dedicated Facility” means any Facility (or Facilities) utilized for the performance of Services hereunder to the extent, and for so long, that it is dedicated to the performance of such Services exclusively to Tops, else it is a Shared Facility.

“Effective Date” has the meaning set forth in the introductory paragraph to this Agreement.

“ES3” means ES3, LLC, an Affiliate of C&S.

“Event of Bankruptcy” means, with respect to a Party, that such Party (i) becomes insolvent; (ii) commits an act of bankruptcy; (iii) becomes subject to any voluntary or involuntary bankruptcy proceedings * (iv) makes an assignment for the benefit of creditors; (v) appoints or submits to the appointment of a receiver or a receiver manager for all or any of its assets; (vi) admits in writing its inability to pay its debts as they become due; or (vii) enters into or becomes subject to any type of voluntary or involuntary liquidation or dissolution.

“Facilities”means, for purposes of this Agreement, any facility from which C&S currently provides, or may in the future provide, Warehousing Services and/or Transportation Services, or any portion thereof, * any Dedicated Facility, any Shared Facility or any Replacement Facility.  Any of the Facilities referred individually is a “Facility”.

“Facility Decision” has the meaning set forth in Section 2.4(b).

“Financial Covenants” has the meaning set forth in Section 7.1(e).

* Confidential treatment has been requested and the redacted material has been filed separately with the Securities and Exchange Commission.

128

“Fiscal Accounting Period” means periods of four consecutive Contract Weeks beginning on the Services Commencement Date.  In a 53-week Contract Year, one Fiscal Accounting Period will be comprised five (5) consecutive Contract Weeks.  Thirteen (13) Fiscal Accounting Periods comprise each Contract Year.

“Fixed Assets” means the existing fixed assets or items of plant, machinery, equipment and leasehold improvements directly related to the Services, together with any additional items of plant, machinery, equipment and leasehold improvements acquired by C&S during the Term and directly related to the provision of Services.

“Flex Budget” has the meaning set forth in Section 4.4.1.

“Flex” or “Flexing” shall mean the process of adjusting an Approved Budget in accordance with the terms and conditions set forth in Section 4.4 hereto.

“Force Majeure” has the meaning set forth in Section 8.3(a).

“GAAP” has the meaning set forth in Section 10.6.

“Gainshare” has the meaning set forth in Section 4.7(a).

“GM/HBC” means general merchandise/health and beauty care.

“GM/HBC Operations” has the meaning set forth in Section 1.5(b).

“GM/HBC Operating Costs” has the meaning set forth in Section 4.2.

“Index” has the meaning set forth in Section 5.4.

“Initial Contract Quarter” means the period from the Services Commencement Date through December 26, 2009.

“Initial Contract Year” has the meaning set forth in Section 9.1.

*

*

“Law” shall be deemed to include (A) any applicable statute, regulation or policy of The United States of America or other government, any State or local government or any agency or authority of any of them having jurisdiction over a Party or its business or any stock exchange or self-regulatory organization in the securities industry and (B) any order, demand or subpoena of any such government, agency, authority, exchange or organization or any court of competent jurisdiction.

“Leftover Ad Volume” has the meaning set forth in Section 3.8.

“Losses” has the meaning set forth in Section 8.1(a).

“Mainline Operations” has the meaning set forth in Section 1.5(a).

“Mainline Operating Costs” has the meaning set forth in Section 4.2.

* Confidential treatment has been requested and the redacted material has been filed separately with the Securities and Exchange Commission.

129

*

*

*

“Measurement Period” has the meaning set forth in Section 3.10(c).

“Merchandise” has the meaning set forth in Section 3.1.

“Monthly P&L” has the meaning set forth in Section 4.5.1.

*

*

*

“Other Services” has the meaning set forth in Section 6.1, and specifically means the Coupon Processing Services, the Accounts Receivables *, and the Reclamation Services.

“Party” and “Parties” has the meaning set forth in the introductory paragraph to the Agreement.

“Penalty Payment” has the meaning set forth in Section 3.10(d).

“Penalty Period” has the meaning set forth in Section 3.10(d).

*

“Performing Party” has the meaning set forth in Section 10.9(b).

“Permitted Individuals” has the meaning set forth in Section 3.11(e).

“Permitted Use” has the meaning set forth in Section 3.11(e).

“Person” means any corporation, trust, partnership, limited liability company, joint venture, or other enterprise or entity.

“Prior Agreement” has the meaning set forth in the “Witnesseth” section.

“Procurement and Purchasing Services” has the meaning set forth in Section 3.3(a).

“Purchase Terms” has the meaning set forth in Section 3.3(a).

“Recalled Merchandise” has the meaning set forth in Section 2.3(d).

“Reclamation Services” has the meaning set forth in Section 6.4.

“Replacement Facility” means any new or alternate facility (which may be a Shared Facility) to which C&S may elect to transition the Warehousing Services and/or Transportation Services, or any portion thereof, from any of the Facilities then being utilized for such services, and any facility which C&S may otherwise elect to deliver Merchandise from, during the Term, which in any case may include any facility operated by C&S or any Affiliate of C&S.

* Confidential treatment has been requested and the redacted material has been filed separately with the Securities and Exchange Commission.

130

“Reporting Requirement” has the meaning set forth in Section 7.1(c)(iii)(A)-(F).

“Required Service Level” has the meaning set forth in Section 3.10(a).

“Restricted Information” has the meaning set forth in Section 3.11(e).

*

*

*

*

*

*

*

*

*

*

*

*

*

*

“Senior Debt” means, with respect to Tops and/or any direct parent (which includes Tops Holding Corporation) or direct or indirect subsidiary of Tops, such entity’s most senior tranche of debt or extension of credit (and any other tranche of debt or extension of credit that is not subordinated thereto), which includes without limitation, any bond issuance by such entity, whether such bond is issued to any private lender or is publicly traded.

“Senior Debt Agreement” means any agreement or agreements (or indenture or indentures), with respect to any Senior Debt, which reflects the terms and conditions thereof, and includes any above-described agreement effective as of the Effective Date of this Agreement, and any amendment thereto and any replacement or future agreement with respect to any Senior Debt.

“Service Level Credit” has the meaning set forth in Section 3.10(d).

“Service Level Default” has the meaning set forth in Section 3.10(c).

“Service Level Reconciliation Report” has the meaning set forth in Section 3.10(b).

“Services”means Warehousing Services, the Transportation Services, the Procurement and Purchasing Services and Additional Services, but expressly excludes Other Services.

* Confidential treatment has been requested and the redacted material has been filed separately with the Securities and Exchange Commission.

131

“Services Commencement Date” has the meaning set forth in Section 1.3.

“Services Fees” has the meaning set forth in Section 5.1.

“Shared Facility(ies)” means a Facility (or Facilities) from which services are provided to Tops and at least one other customer.

“Shared Savings” has the meaning set forth in Section 4.7(d).

“Term” has the meaning set forth in Section 9.1.

“Tops”has the meaning set forth in the introductory paragraph.

*

“Tops Stores” or “Stores” has the meaning set forth in Section 3.2.

“Tops Volume”means any volume of Merchandise intended for use or resale at the Tops Stores or otherwise procured or purchased on Tops’ behalf, at Tops’ direction or with any other reference to Tops’ account, business, operations or name.

*

“Transportation Services” has the meaning set forth in Section 2.3.

*

“Triggering Event” has the meaning set forth in Section 7.1(c)(ii)(A)-(D).

“Warehousing Services”has the meaning set forth in Section 2.2.

“* Statement” has the meaning set forth in Section 7.1(a).

“* Statement Amount” has the meaning set forth in Section 7.1(a).

*

* Confidential treatment has been requested and the redacted material has been filed separately with the Securities and Exchange Commission.

132

EX-10.5

Exhibit 10.5

TOPS HOLDING CORPORATION 2007 STOCK INCENTIVE PLAN

TABLE OF CONTENTS

			Page
ARTICLE I BACKGROUND AND PURPOSE			1
ARTICLE II DEFINITIONS			1
	Section 2.1	Affiliate	1
	Section 2.2	Beneficial Owner or Beneficial Ownership	1
	Section 2.3	Board	1
	Section 2.4	Change Effective Date	1
	Section 2.5	Change of Control	1
	Section 2.6	Code	2
	Section 2.7	Committee	2
	Section 2.8	Company	2
	Section 2.9	Credit Agreements	2
	Section 2.10	Director	2
	Section 2.11	Eligible Employee	2
	Section 2.12	Fair Market Value	3
	Section 2.13	1933 Act	3
	Section 2.14	1934 Act	3
	Section 2.15	Option	3
	Section 2.16	Option Agreement	3
	Section 2.17	Option Price	3
	Section 2.18	Permitted Transferee	3
	Section 2.19	Person	3
	Section 2.20	Plan	4
	Section 2.21	Public Offering	4
	Section 2.22	Rule 16b-3	4
	Section 2.23	Stock	4
	Section 2.24	Subsidiary	4
	Section 2.25	Voting Securities	4
ARTICLE III STOCK			4
	Section 3.1	Shares Reserved	4
	Section 3.2	Source of Shares	4
	Section 3.3	Use of Proceeds	4
ARTICLE IV EFFECTIVE DATE			4
ARTICLE V COMMITTEE			5
ARTICLE VI ELIGIBILITY			5

i

			Page
ARTICLE VII OPTIONS			5
	Section 7.1	Committee Action	5
	Section 7.2	Option Price	5
	Section 7.3	Payment	5
	Section 7.4	Exercise	6
ARTICLE VIII NON-TRANSFERABILITY			6
ARTICLE IX SECURITIES COMPLIANCE			6
	Section 9.1	Stock Held for Investment	6
	Section 9.2	Cooperation	7
ARTICLE X LIFE OF PLAN			7
ARTICLE XI ADJUSTMENT			7
	Section 11.1	Capital Structure	7
	Section 11.2	Corporate Transactions	7
	Section 11.3	Fractional Shares of Stock	8
ARTICLE XII CHANGE OF CONTROL			8
	Section 12.1	Change of Control	8
	Section 12.2	Amount of Cashout Payment	8
	Section 12.3	Other Consideration	8
ARTICLE XIII AMENDMENT OR TERMINATION			9
ARTICLE XIV MISCELLANEOUS			9
	Section 14.1	Governing Law; Limitations on Liability	9
	Section 14.2	Compliance with Code	10
	Section 14.3	Parachute Payments	10
	Section 14.4	Stockholder Rights	11
	Section 14.5	No Contract of Employment	11
	Section 14.6	Withholding	11
	Section 14.7	Construction	11
	Section 14.8	Other Conditions	11
	Section 14.9	Rule 16b-3	12
	Section 14.10	Coordination with Employment Agreements and Other Agreements	12

ii

ARTICLE I

BACKGROUND AND PURPOSE

The purpose of this Plan is to promote the interest and long-term success of Tops Holding Corporation, a Delaware corporation (the “Company”), by authorizing the Committee to grant Options to Eligible Employees and Directors in order to (1) attract and retain Eligible Employees and Directors, (2) provide an additional incentive to each Eligible Employee or Director to work to increase the value of the Stock and (3) provide each Eligible Employee or Director with a stake in the future of the Company which corresponds to the stake of each of the Company’s stockholders.  This Plan is intended to satisfy the requirements for a “plan” described in Rule 701 promulgated under the 1933 Act, and the Company intends that this Plan be interpreted in accordance with that intent.

ARTICLE II

DEFINITIONS

Section 2.1Affiliate — means any organization (other than a Subsidiary) that would be treated as under common control with the Company under § 414(c) of the Code if “50 percent” were substituted for “80 percent” in the income tax regulations under § 414(c) of the Code.

Section 2.2Beneficial Owner or Beneficial Ownership — has the meaning ascribed to such term in Rule 13d-3 of the General Rules and Regulations under the 1934 Act.

Section 2.3Board — means the Board of Directors of the Company.

Section 2.4Change Effective Date — means the date which includes the “closing” of the transaction which makes a Change of Control effective.

Section 2.5Change of Control — means that any of the following events has occurred with respect to the Company, and the effective date of the Change of Control shall be as of the first day that any one or more of the following events shall have been fully and unconditionally effected:

(1)Any Person, other than (A) a trustee or other fiduciary holding securities under an employee benefit plan of the Company or an Affiliate; or (B) a corporation owned directly or indirectly by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company; or (C) a Permitted Transferee becomes the Beneficial Owner, directly or indirectly, of securities of the Company representing more than 50% of the total voting power represented by the Company’s Voting Securities.

(2)After the date this Plan becomes effective, the Company consummates a merger or consolidation of the Company with any other corporation, other than a merger or consolidation that would result in the Voting Securities of the Company outstanding immediately prior thereto continuing to

represent (either by remaining outstanding or by being converted into Voting Securities of the surviving entity) more than 50% of the total voting power represented by the Voting Securities of the Company or such surviving entity outstanding immediately after such merger or consolidation;

(3)The Company consummates a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company (in one transaction or a series of transactions) of  all or substantially all of the Company’s assets; or

(4)Any other condition or event (i) that the Committee determines to be a “Change of Control” within the meaning of this Section 2.5 and (ii) that is set forth as a supplement to this Section 2.5 in an Option Agreement.

(5)Notwithstanding the foregoing, a “Change of Control” shall not include any acquisition of securities or voting power directly from the Company through a Public Offering.

Section 2.6Code — means the Internal Revenue Code of 1986, as amended.

Section 2.7Committee — means a committee of the Board, each member of which shall be appointed by and shall serve at the pleasure of the Board or, if no such Committee is appointed, the Board as a whole.

Section 2.8Company — means Tops Holding Corporation and any successor to Tops Holding Corporation.

Section 2.9Credit Agreements — means, together (i) the First Lien Credit Agreement, dated as of December 1, 2007, among HSBC Bank USA, National Association, as Administrative Agent and Collateral Agent, the Company, Hank Acquisition Company, LLC, Tops Markets, LLC, the several banks and other financial institutions or entities from time to time party thereto and HSBC Securities (USA) Inc., as Sole Lead Arranger and Sole Bookrunner, and (ii) the Second Lien Credit Agreement, dated as of December 1, 2007, among the Company, Hank Acquisition Company, LLC, Tops Markets, LLC, the several banks and other financial institutions or entities from time to time party thereto, HSBC Bank USA, National Association, as Administrative Agent and Collateral Agent, and HSBC Securities (USA) Inc., as Sole Lead Arranger and Sole Bookrunner, in each case, as such agreement may be amended, modified, extended, refinanced or replaced from time to time.

Section 2.10Director — means any member of the Board.

Section 2.11Eligible Employee — means an employee, consultant or independent contractor of the Company or any Affiliate to whom the Committee decides for reasons sufficient to the Committee to make a grant under this Plan.

2

Section 2.12Fair Market Value — means, on any given date, the current fair market value of a share of Stock, as determined pursuant to (1) or (2) below as applicable:

(1)if the Stock is not publicly traded, the price that the Committee acting in good faith determines through any reasonable valuation method which satisfies the requirements of Section 409A of the Code for which a share of Stock might change hands between a willing buyer and a willing seller, neither being under any compulsion to buy or to sell and both having reasonable knowledge of the relevant facts, or

(2)if the Stock is publicly traded, the closing price on any date for a share of Stock as reported by The Wall Street Journal or, if The Wall Street Journal does not report such closing price, such closing price as reported by a newspaper or trade journal selected by the Committee or, if no such closing price is available on such date, such closing price as so reported for the immediately preceding business day on which the Stock is traded.

Section 2.131933 Act — means the Securities Act of 1933, as amended, or any successor statute, and the rules and regulations promulgated thereunder.

Section 2.141934 Act — means the Securities Exchange Act of 1934, as amended, or any successor statute, and the rules and regulations promulgated thereunder.

Section 2.15Option — means an option that is granted under Article VII.

Section 2.16Option Agreement — means an agreement (whether in electronic or written form) that sets forth the terms and conditions of an Option granted under this Plan.

Section 2.17Option Price — means the price that shall be paid to purchase one share of Stock upon the exercise of an Option granted under this Plan.

Section 2.18Permitted Transferee — means, with respect to an Eligible Employee, (i) a spouse, sibling or any lineal descendant (including adopted children), or (ii) any trust, partnership or limited liability company established solely for the benefit of the Eligible Employee and/or that of his spouse or lineal descendants (including adopted children) or for estate planning purposes provided such family trust, partnership or limited liability company remains under the control of such Eligible Employee.

Section 2.19Person — means any natural person and any company, government or political subdivision, agency or instrumentality of a government; provided, that if two or more Persons act as a partnership, limited partnership, joint venture, syndicate or other group for the purpose of acquiring, holding or disposing of securities of the Company, such partnership, limited partnership, joint venture, syndicate or group shall be deemed to be a single Person for purposes of this Plan.

3

Section 2.20Plan — means this Tops Holding Corporation 2007 Stock Incentive Plan as effective as of the date described in Article IV and as amended, restated or otherwise supplemented from time to time thereafter.

Section 2.21Public Offering — means the sale, in a public offering registered under the 1933 Act, of Stock, or of any other security of the Company which is substituted for Stock under Article XI.

Section 2.22Rule 16b-3— means Rule 16b-3 of Section 16(b) of the 1934 Act, or any successor to such rule.

Section 2.23Stock — means the common stock of the Company, par value $0.001 per share.

Section 2.24Subsidiary — means a corporation that is a subsidiary corporation (within the meaning of § 424(f) of the Code) of the Company.

Section 2.25Voting Securities — means the Company’s then outstanding securities that are entitled to vote generally in the election of Directors.

ARTICLE III

STOCK

Section 3.1Shares Reserved.  There shall (subject to Article XI) be reserved for issuance under this Plan 11,111 shares of Stock, which shall be the maximum number of shares issuable under this Plan.  The Committee may determine, in its discretion, any limits on the maximum number of Options that may be granted under this Plan to any individual in any calendar year.

Section 3.2Source of Shares.  The shares of Stock described in Section 3.1 shall be reserved to the extent that the Company deems appropriate from authorized but unissued shares of Stock and from shares of Stock that have been reacquired by the Company.  All shares of Stock described in Section 3.1 shall remain available for issuance under this Plan until issued pursuant to the exercise of an Option, and any such shares of Stock that are issued pursuant to an Option and that are forfeited thereafter shall again become available for issuance under this Plan.

Section 3.3Use of Proceeds.  The proceeds that the Company receives from the exercise of any Option under this Plan shall be used for general corporate purposes and shall be added to the general funds of the Company.

ARTICLE IV

EFFECTIVE DATE

The effective date of this Plan shall be the date of its adoption by the Board contingent on approval by the stockholders of the Company.  Any Option granted before such stockholder approval automatically shall be granted subject to such approval.

4

ARTICLE V

COMMITTEE

This Plan shall be administered by the Committee.  The Committee acting in its absolute discretion shall exercise such powers and take such action as expressly called for under this Plan and, further, the Committee shall have the power to interpret this Plan and (subject to Article XI, Article XII and Article XIII of this Plan and Rule 16b-3) to take such other action in the administration and operation of this Plan as the Committee deems equitable under the circumstances, which action shall be binding on the Company, on each affected Eligible Employee or Director and on each other Person directly or indirectly affected by such action.  Furthermore, the Committee as a condition to making any grant under this Plan to any Eligible Employee or Director shall have the right to require him or her to execute a counterpart signature page to the Shareholders’ Agreement, dated as of December 1, 2007, among the Company, Morgan Stanley Capital Partners V Funding LP, HSBC Private Equity Partners USA, LP, HSBC Private Equity Partners II USA, LP and the other persons named therein (as amended from time-to-time, the “Shareholders’ Agreement”) and/or an agreement that makes the Eligible Employee or Director subject to non-competition provisions and other restrictive covenants which run in favor of the Company.

ARTICLE VI

ELIGIBILITY

All Eligible Employees and Directors shall be eligible for the grant of Options under this Plan.

ARTICLE VII

OPTIONS

Section 7.1Committee Action.  The Committee acting in its absolute discretion shall have the right to grant Options to Eligible Employees and to Directors under this Plan from time to time to purchase Stock, but the Committee shall not, absent the approval of a majority of the Company’s Voting Securities, take any action, whether through amendment, cancellation, replacement grants, or any other means, to reduce the Option Price of any outstanding Options.  Each grant of an Option to an Eligible Employee or Director shall be evidenced by an Option Agreement, and each Option Agreement shall set forth the terms and conditions of such grant as the Committee acting in its absolute discretion deems consistent with the terms of this Plan.

Section 7.2Option Price.  The Option Price for each share of Stock subject to an Option may be greater than or equal to the Fair Market Value of a share of Stock on the date an Option is granted.

Section 7.3Payment.  The Option Price for the portion of the Option being exercised shall be payable in full upon the exercise of any Option and, at the discretion of the Committee, an Option Agreement can provide for the payment of the Option Price either in cash, by check, or through any cashless exercise procedure that is acceptable to the Committee, or in any combination of such forms of payment.

5

Section 7.4Exercise.

(1)Exercise Period.  Each Option granted under this Plan shall be exercisable in whole or in part at such time or times as set forth in the related Option Agreement.

(2)Termination of Status as Eligible Employee or Director.  Subject to this Section 7.3, an Option Agreement may provide for the exercise of an Option after an Eligible Employee’s or a Director’s status as such has terminated for any reason whatsoever, including death or disability.  In the case of a consultant or an independent contractor, the meaning of “termination” or “termination of employment” includes the date that the individual ceases to provide services to the Company or its Subsidiaries.  An Option Agreement may provide for the repurchase of shares of Stock following termination of employment at the discretion of the Committee; provided, however, that in no event shall any such repurchase be made at a time when it would be prohibited by the Credit Agreements, or either of them.

(3)Restrictions Imposed on Stock.  As a condition precedent to the Company’s obligation to issue Stock upon exercise by an Eligible Employee of the Option, the Eligible Employee shall have agreed to be bound by and to comply with the provisions of the Shareholders’ Agreement, to the extent then in effect.

ARTICLE VIII

NON-TRANSFERABILITY

No Option shall (absent the Committee’s consent) be transferable by an Eligible Employee or a Director other than by will or by the laws of descent and distribution, and any Option shall (absent the Committee’s consent) be exercisable during a Eligible Employee’s or Director’s lifetime only by such Eligible Employee or Director or his or her legal representative in the event of his or her incapacity.  The Person or Persons to whom an Option is transferred by will or by the laws of descent and distribution (or with the Committee’s consent) thereafter shall be treated as the Eligible Employee or Director.

ARTICLE IX

SECURITIES COMPLIANCE

Section 9.1Stock Held for Investment.  As a condition to the receipt of Stock under this Plan, the Eligible Employee or Director shall, if so requested by the Company, agree to hold such Stock for investment and not with a view of resale or distribution to the public and, if so requested by the Company, shall deliver to the Company a written statement satisfactory to the Company to that effect.  Furthermore, the Eligible Employee or Director shall make a written representation to the Company that he or she will not sell or offer for sale any of such Stock unless a registration statement shall be in effect with respect to such Stock under the 1933 Act and any applicable state securities law or he or she shall have furnished to the

6

Company an opinion in form and substance satisfactory to the Company of legal counsel satisfactory to the Company that such registration is not required.  Certificates or other evidence of ownership representing the shares of Stock transferred upon the exercise of an Option may at the discretion of the Company bear a legend to the effect that such shares of Stock have not been registered under the 1933 Act or any applicable state securities law and that such shares of Stock cannot be sold or offered for sale in the absence of an effective registration statement as to such shares of Stock under the 1933 Act and any applicable state securities law or an opinion in form and substance satisfactory to the Company of legal counsel satisfactory to the Company that such registration is not required.

Section 9.2Cooperation.  All shares of Stock delivered to any Eligible Employee or Director under this Plan shall be delivered subject to the condition that such Person (or such Person’s successor in interest) cooperate to the extent reasonably necessary and customary for stockholders in like circumstances to effect a Public Offering if a majority of the Board approves a Public Offering, and if any such Person (or such Person’s successor in interest) fails to do so, the Company shall have the right to cancel the shares of Stock held by such Person (or such Person’s successor in interest) in exchange for a payment to such Person (or such Person’s successor in interest) equal to the then Fair Market Value of such Stock, or, if less, the price paid for such Stock.

ARTICLE X

LIFE OF PLAN

No Option shall be granted under this Plan on or after the earlier of the tenth anniversary of the effective date of this Plan (as determined under Article IV) or a Change of Control, in which event this Plan otherwise thereafter shall continue in effect until all outstanding Options have been exercised in full or no longer are exercisable.

ARTICLE XI

ADJUSTMENT

Section 11.1Capital Structure.  The number, kind or class (or any combination thereof) of shares of Stock reserved under Section 3.1, the grant cap described in Section 3.1, the number, kind or class (or any combination thereof) of shares of Stock subject to Options and the Option Price of such shares of Stock shall be adjusted by the Committee in an equitable manner to preserve immediately after any corporate transaction, equity restructuring or change in the capitalization of the Company, including, but not limited to, mergers, spin offs or stock splits, the aggregate intrinsic value of each such outstanding Option immediately before such corporate transaction, equity restructuring or change in the capitalization of the Company.

Section 11.2Corporate Transactions.  Subject to this Article XI, the Committee shall have the authority to make any Option grants to effect the assumption of, or the substitution for, options previously made by any other corporation or entity to the extent that such substitution or assumption of such options is required pursuant to a corporate transaction involving such other corporation or entity.

7

Section 11.3Fractional Shares of Stock.  If any adjustment under this Article XI would create a fractional share of Stock or a right to acquire a fractional share of Stock under any Option, such fractional share of Stock shall be disregarded and the number of shares of Stock reserved under this Plan and the number subject to any Options shall be rounded to the closest whole number or the Fair Market Value of the fractional share shall be paid to the individual in cash, as determined by the Committee.  An adjustment made under this Article XI by the Committee shall be conclusive and binding on all affected Persons.

ARTICLE XII

CHANGE OF CONTROL

Section 12.1Change of Control.

(1)If there is a Change of Control, and if an Eligible Employee’s employment with the purchaser or entity resulting from or surviving such Change of Control is terminated without Cause (as defined in such Eligible Employee’s Option Agreement) within one year of the Change Effective Date for such Change of Control, any and all conditions to the exercise of all outstanding Options automatically shall be deemed 100% satisfied as of the effective date of such termination.

(2)If there is a Change of Control, then the Board shall have the discretion either (i) to cancel Options after providing each Eligible Employee and Director a reasonable period (which period shall not be more than seven (7) calendar days) to elect to exercise his or her Options as of the Change Effective Date or (ii) provide that all outstanding Options shall terminate as of the Change Effective Date and that each holder of an Option shall receive a cash payment in exchange for the cancellation of the Option (in accordance with Section 12.2 below); provided, however, that in the event that the consideration paid in exchange for shares of Stock in connection with any Change of Control includes any securities, then the Board shall have the discretion to provide that each holder of an Option shall receive the consideration set forth in Section 12.3 below (subject to the provisions thereof) in lieu of such cash payment in exchange for the cancellation of the Option.

Section 12.2Amount of Cashout Payment.  If the Board provides for a cash payment to holders of unexercised Options pursuant to Section 12.1(2)(ii), then with respect to each share of Stock subject to the unexercised Option, such cash payment shall equal the amount, if any, by which the payment for each share of Stock surrendered in the Change of Control exceeds the Option Price for such share of Stock (subject to adjustments as determined by the Board in good faith) (the “Cashout Amount”).

Section 12.3Other Consideration.  If the Board provides that each holder of an Option shall receive consideration other than cash in accordance with the proviso set forth in Section 12.1(2)(ii), then with respect to each share of Stock subject to the unexercised Option, the holder of the Option shall be entitled to receive securities issued in the applicable

8

Change of Control transaction having a value, determined in good faith by the Board, equal to the Cashout Amount .  Notwithstanding the foregoing, if the receipt of such securities would require under applicable law (i) the registration or qualification of such securities or of any Person as a broker or dealer or agent with respect to such securities or (ii) the provision to any holder of an Option of any information other than such information as a prudent issuer would generally furnish in an offering made solely to “accredited investors” as defined in Regulation D promulgated under the 1933 Act, the Board will use reasonable efforts to cause such requirements to be complied with to the extent necessary to permit such holder to receive such securities, it being understood and agreed that the Board will not be under any obligation to effect a registration of such securities under the 1933 Act (or any similar statute).  In furtherance of the foregoing, any such holder of an Option shall, at the request of the Board, execute such documents and instruments, and take such other actions (including appointing a purchaser representative (as such term is defined in Rule 501 promulgated under Regulation D)) reasonably acceptable to the Board as may be reasonably necessary for such requirements to be complied with.  Notwithstanding the foregoing, any holder of an Option with respect to which such requirements cannot be complied with will receive, with respect to each share of Stock subject to the unexercised Option, the Cashout Amount in lieu of any securities in connection with the cancellation of any Option pursuant to Section 12.1(2)(ii).

ARTICLE XIII

AMENDMENT OR TERMINATION

This Plan may be amended by the Board from time to time to the extent that the Board deems necessary or appropriate; provided, however, that (a) no amendment shall be made absent the approval of a majority of the Voting Securities of the Company to the extent such approval is required under applicable law or the rules of any securities exchange or market on which shares of Stock are then listed and (b) no amendment shall be made to Article XII on or after the date of any Change of Control that might adversely affect any rights which otherwise would vest on the related Change Effective Date.  The Board also may suspend granting Options under this Plan at any time and may terminate this Plan at any time; provided, however, that the Board shall not have the right unilaterally to modify, amend or cancel any Option made before such suspension or termination unless (1) the Eligible Employee or Director consents in writing to such modification, amendment or cancellation; provided, that such consent is not required for the adjustment or cancellation of an Option pursuant to the provisions of Article XI or XII, or for an amendment or modification of an Option to the extent deemed necessary to comply with any applicable law, the listing requirements of any principal securities exchange or market on which the Shares are then traded, or to preserve favorable accounting treatment of any Option for the Company; or (2) there is a dissolution or liquidation of the Company or a transaction described in Section 11.2 or Article XII.

ARTICLE XIV

MISCELLANEOUS

Section 14.1Governing Law; Limitations on Liability.  This Plan and the Options shall be governed by the laws of the State of Delaware without reference to conflict of law principles.  IN NO EVENT SHALL THE COMPANY BE LIABLE FOR ANY INDIRECT DAMAGES, INCLUDING WITHOUT LIMITATION, LOST PROFITS OR LOST

9

OPPORTUNITY, OR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING LEGAL FEES.

Section 14.2Compliance with Code.  The Company intends that this Plan meet the requirements of Section 409A of the Code and the regulations and other guidance issued thereunder (the “Requirements”) and be operated in accordance with such Requirements so that benefits under this Plan shall not be included in income under Section 409A of the Code.  Any ambiguities in this Plan shall be construed to effect the intent as described in this Section 14.2.  If any provision of this Plan is found to be in violation of the Requirements, then such provision shall be deemed to be modified or restricted to the extent and in the manner necessary to render such provision in conformity with the Requirements, or shall be deemed excised from this Plan, and this Plan shall be construed and enforced to the maximum extent permitted by the Requirements as if such provision had been originally incorporated in this Plan as so modified or restricted, or as if such provision had not been originally incorporated in this Plan, as the case may be.

Section 14.3Parachute Payments.

(1)Notwithstanding any other provision of this Plan or of any other agreement, contract, or understanding heretofore or hereafter entered into by an Eligible Employee or Director with the Company or any Affiliate (an “Other Agreement”), except an agreement, contract, or understanding entered into on or about the effective date hereof or hereafter entered into that expressly modifies or excludes application of this paragraph, and notwithstanding any formal or informal plan or other arrangement for the direct or indirect provision of compensation to the Eligible Employee or Director (including groups or classes of participants or beneficiaries of which the Eligible Employee or Director is a member), whether or not such compensation is deferred, is in cash, or is in the form of a benefit to or for the Eligible Employee or Director (a “Benefit Arrangement”), if the Eligible Employee or Director is a “disqualified individual,” as defined in Section 280G(c) of the Code, any Options held by such Eligible Employee or Director and any right to receive any payment or other benefit under this Plan shall not become exercisable or vested (or, to the extent that all outstanding Options are cancelled as a part of a transaction which constitutes a “change in the ownership or effective control” of the Company or a “change in the ownership of a substantial portion of the assets” of the Company (each as described in Section 280G of the Code), shall be forfeited as of the effective date of such transaction): (1) to the extent that such right to exercise, vesting, payment, or benefit, taking into account all other rights, payments, or benefits to or for the Eligible Employee or Director under this Plan, all Other Agreements, and all Benefit Arrangements, would cause any payment or benefit to the Eligible Employee or Director under this Plan to be considered a “parachute payment” within the meaning of Section 280G(b)(2) of the Code (a “Parachute Payment”) and (2) if, after paying the excise tax imposed by Section 4999 of the Code, the aggregate after-tax amounts received by the

10

Eligible Employee or Director under this Plan, all Other Agreements, and all Benefit Arrangements would be less than the maximum after-tax amount that could be received by the Eligible Employee or Director without causing any such payment or benefit to be considered a Parachute Payment.

(2)Section 14.3(1) shall not apply if (1) the Eligible Employee or Director waives his right to any vesting, payment or benefit under one or more Other Agreements or Benefit Arrangements and (2) as a result of such waiver, the Eligible Employee or Director, taking into account all rights, payments, or benefits to or for the Eligible Employee or Director remains entitled under this Plan, all Other Agreements, and all Benefit Arrangements, is not entitled to a Parachute Payment.

Section 14.4Stockholder Rights.  No Eligible Employee or Director shall have any rights as a stockholder of the Company as a result of the grant of an Option pending the actual issuance of the shares of Stock subject to such Option to such Eligible Employee or Director.

Section 14.5No Contract of Employment.  The grant of an Option to an Eligible Employee or Director under this Plan shall not constitute a contract of employment or a right to serve on the Board and shall not confer on an Eligible Employee or Director any rights upon his or her termination of employment or service in addition to those rights, if any, expressly set forth in this Plan or the related Option Agreement.

Section 14.6Withholding.  Each Option shall be made subject to the condition that the Eligible Employee or Director consents to whatever action the Committee directs to satisfy the federal and state tax withholding requirements, if any, which the Company determines are applicable to the exercise of such Option issued in the name of the Eligible Employee or Director; provided, that no withholding shall be effected under this Plan which exceeds the minimum statutory federal and state withholding requirements to the extent deemed necessary by the Committee to avoid adverse accounting consequences to the Company.

Section 14.7Construction.  All references to sections are to sections of this Plan unless otherwise indicated.  Each term set forth in Article II shall, unless otherwise stated, have the meaning set forth opposite such term for purposes of this Plan and, for purposes of such definitions, the singular shall include the plural and the plural shall include the singular.  Unless otherwise specifically provided in an Option Agreement, if there is any conflict between the terms of this Plan and the terms of any Option Agreement, the terms of this Plan shall control.

Section 14.8Other Conditions.  Each Option Agreement may require that an Eligible Employee or a Director (as a condition to the exercise of an Option) enter into any agreement (which may be the Stockholders’ Agreement) or make such representations as may be required by the Committee, including (without limitation) any agreement which restricts the transfer of Stock acquired pursuant to the exercise of an Option or provides for the repurchase of such Stock by the Company.

11

Section 14.9Rule 16b-3.  The Committee shall have the right to amend any Option to withhold or otherwise restrict the transfer of any shares of Stock or cash under this Plan to an Eligible Employee or Director as the Committee deems appropriate in order to satisfy any condition or requirement under Rule 16b-3 to the extent Rule 16 of the 1934 Act might be applicable to such grant or transfer.

Section 14.10Coordination with Employment Agreements and Other Agreements.  If the Company enters into an employment agreement or other agreement with an Eligible Employee or Director that expressly provides for the acceleration in vesting of an outstanding Option or for the extension of the deadline to exercise any rights under an outstanding Option, any such acceleration or extension shall (to the extent such acceleration or extension is consistent with Section 14.2) be deemed effected pursuant to, and in accordance with, the terms of such outstanding Option and this Plan even if such employment agreement or other agreement is first effective after the date the outstanding Option was granted.

[Remainder of page intentionally left blank]

12

IN WITNESS WHEREOF, the Company has caused its duly authorized officer to execute this Plan to evidence its adoption of this Plan.

TOPS HOLDING CORPORATION
By:	/s/ Gary S. Matthews
	Gary S. Matthews
	President
	Date: January 24, 2008

13

EX-10.6

Exhibit 10.6

AMENDMENT NO. 1 TO 2007 STOCK INCENTIVE PLAN

AMENDMENT NO. 1 (this “Amendment”), effective as of October 27, 2009, to the 2007 Stock Incentive Plan (the “Plan”) of Tops Holding Corporation (the “Company”).  Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Plan.

WHEREAS, pursuant to Article XIII of the Plan, the Plan may be amended by the Board from time to time to the extent the Board deems necessary or appropriate; and

WHEREAS, the Board has authorized the amendment of the Plan as set forth below.

NOW, THEREFORE, it is agreed:

1.Amendment of Section 2.5.  Section 2.5 of the Plan is hereby deleted in its entirety and replaced with the following:

“Section 2.5Change of Control — means that any of the following events has occurred with respect to the Company, and the effective date of the Change of Control shall be as of the first day that any one or more of the following events shall have been fully and unconditionally effected:

(1)Any Person, other than (A) a trustee or other fiduciary holding securities under an employee benefit plan of the Company or an Affiliate; or (B) a corporation owned directly or indirectly by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company; or (C) a Permitted Transferee becomes the Beneficial Owner, directly or indirectly, of securities of the Company representing more than 50% of the total voting power represented by the Company’s Voting Securities;

(2)After the date this Plan becomes effective, the Company consummates a merger or consolidation of the Company with any other corporation, other than a merger or consolidation that would result in the Voting Securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into Voting Securities of the surviving entity) more than 50% of the total voting power represented by the Voting Securities of the Company or such surviving entity outstanding immediately after such merger or consolidation;

(3)The Company consummates a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company (in one transaction or a series of transactions) of all or substantially all of the Company’s assets;

(4)The Morgan Stanley Investors (as defined in the Shareholders’ Agreement (as defined below)), or any one of them, Transfer(s) a number of shares of Stock equal to eighty percent (80%) multiplied by the aggregate number of shares of Stock then owned by the Morgan Stanley Investors, to any Person(s) other than a Permitted Transferee(s) (as defined in the Shareholders’ Agreement); or

(5)Any other condition or event (i) that the Committee determines to be a “Change of Control” within the meaning of this Section 2.5 and (ii) that is set forth as a supplement to this Section 2.5 in an Option Agreement.

(6)Notwithstanding the foregoing, a “Change of Control” shall not include any acquisition of securities or voting power directly from the Company through a Public Offering.”

2.Amendment of Section 12.1.  Section 12.1 of the Plan is hereby deleted in its entirety and replaced with the following:

“Section 12.1Change of Control.

(1)If there is a Change of Control, then as of the Change Effective Date for such Change of Control, any and all conditions to the exercise of all outstanding Options automatically shall be deemed 100% satisfied as of such Change Effective Date.

(2)If there is a Change of Control, then the Board shall have the discretion either (i) to cancel Options after providing each Eligible Employee and Director a reasonable period (which period shall not be more than seven (7) calendar days) to elect to exercise his or her Options as of the Change Effective Date or (ii) in the event of a Change in Control under the terms of which the stockholders of the Company will receive a cash payment for each share of Stock surrendered in such Change in Control, to provide that all outstanding Options shall terminate as of the Change Effective Date and that each holder of an Option shall receive a cash payment in exchange for the cancellation of the Option (in accordance with Section 12.2 below); provided, however, that in the event that the consideration paid in exchange for shares of Stock in connection with any Change of Control includes any securities, then the Board shall have the discretion to provide that each holder of an Option shall receive the consideration set forth in Section 12.3 below (subject to the provisions thereof) in lieu of such cash payment in exchange for the cancellation of the Option.”

3.Conflict.  In the event of any conflict between this Amendment and the Plan, the terms of this Amendment shall prevail.

4.References to the Plan.  From and after the effective date hereof, all references to the Plan contained in the Plan and each other agreement entered into in connection therewith shall be deemed to be references to the Plan after giving effect to this Amendment.

5.No Other Amendments.  The Board hereby acknowledges and agrees that this Amendment constitutes an amendment to the Plan in accordance with Article XIII thereof.  Except as specifically amended by this Amendment, all other terms and provisions of the Plan shall remain in full force and effect in accordance with its terms and nothing contained herein shall be deemed: (i) to be a waiver, amendment, modification or other change of any term, condition or provision of the Plan or any agreement entered into in connection therewith (or a consent to any such waiver, amendment, modification or other change), (ii) to be a consent to any transaction, or (iii) to prejudice any right or rights which the Company or the holder of any Option may have under the Plan and/or any agreement entered into in connection therewith.

6.Further Assurances.  The Board shall do such further acts and things, and execute and deliver such additional conveyances, assignments, agreements and instruments, as may be reasonably requested in connection with the administration and enforcement of this Amendment and to permit the exercise thereof in compliance with any laws.

7.Captions.  The captions of the Sections of this Amendment are solely for convenient reference and shall not be deemed to affect the meaning or interpretation of any Section hereof.

[Remainder of the page intentionally left blank]

IN WITNESS WHEREOF, the Company has caused it duly authorized officer to execute below to evidence of the Board’s adoption of this Amendment effective as of the date set forth above.

COMPANY
TOPS HOLDING CORPORATION
By:	/s/
Name:
Title:

EX-10.7

Exhibit 10.7

TOPS HOLDING CORPORATION

2007 STOCK INCENTIVE PLAN

NON-QUALIFIED STOCK OPTION AGREEMENT

TIME VESTING

GRANT

This Option Agreement evidences the grant by Tops Holding Corporation (the “Company”), in accordance with the Tops Holding Corporation 2007 Stock Incentive Plan (the “Plan”), of a Non-Qualified Stock Option (the “Option”) to [          ] (“Eligible Employee”) to purchase from the Company [        ] shares of common stock, par value $0.001 per share, of the Company (the “Stock”) at an Option Price per share equal to $[        ].  This Option is granted effective as of [          ] (the “Grant Date”).

TOPS HOLDING CORPORATION
By:
	Name:
	Title:

TERMS AND CONDITIONS

Section 1.Plan.  This Option is subject to all of the terms and conditions set forth in the Plan and this Option Agreement, and all capitalized terms not otherwise defined in this Option Agreement shall have the respective meaning of such terms as defined in the Plan.  If a determination is made that any term or condition set forth in this Option Agreement is inconsistent with the Plan, the Plan shall control.  A copy of the Plan is attached hereto as Exhibit A.

Section 2.Exercise Rights.

(a)General Rule.  Subject to accelerated vesting pursuant to the terms hereof or Section 12.1 of the Plan, Eligible Employee automatically shall have the right under this Option Agreement to exercise this Option in accordance with the following schedule, if Eligible Employee remains continuously employed by the Company or an Affiliate or a Subsidiary (“Employer”) from the Grant Date through the vesting date set forth in the schedule below:

Vesting Date Total Shares for Which
Options are First Exercisable

Eligible Employee shall not have the right to exercise this Option with respect to any fractional share of Stock.  If this schedule would otherwise permit the Eligible Employee to exercise this Option with respect to a fractional share of Stock on any vesting date, the number of shares of Stock that shall become exercisable on such vesting date shall be rounded down to the next lowest whole number of shares of Stock.  Subject to Section 2(b) and Section 3, on the last vesting date listed above, the Eligible Employee shall have the right to exercise this Option with respect to all previously unexercisable shares of Stock.

(b)Special Rules.

(1)Termination Without Cause; Resignation. Subject to Section 3, if Eligible Employee’s employment is terminated (other than as described in Section 2(b)(2) or 2(b)(3) below) or if Eligible Employee resigns for any reason, this Option, to the extent then vested and exercisable, must be exercised within thirty (30) days of such termination or resignation, as applicable.  At the end of such thirty (30) day period the Option shall expire and be forfeited to the extent then un-exercised.  The unvested remainder of this Option shall expire and be immediately and automatically forfeited upon such termination or resignation, as applicable.

2

(2)Termination for Cause.  If Eligible Employee’s employment is terminated for Cause, this Option shall expire and be immediately and automatically forfeited at the time of such Eligible Employee’s termination.  In addition, if after Eligible Employee’s termination of employment under Section 2(b)(1) or 2(b)(3) the Board of Directors of the Company (the “Board”) becomes aware of facts that, if they had been aware of at the time of termination, could have permitted the Board to terminate Eligible Employee’s employment for Cause, then this Option shall expire and be immediately and automatically forfeited at the time of such determination of Cause by the Board.

(3)Death or Disability.  Subject to Section 3, if Eligible Employee’s employment terminates due to “Disability” (as defined in Section 2(c)) or death, this Option to the extent then vested and exercisable, must be exercised at any time within six (6) months of such death or Disability.  At the end of such 6-month period the Option shall expire and be automatically forfeited to the extent then un-exercised.  The unvested remainder of this Option shall expire and be immediately and automatically forfeited upon such death or Disability.

(c)Definitions.

(1)Cause.  For purposes of this Option Agreement, “Cause” means (i) the willful failure by the Eligible Employee to perform such duties as are reasonably requested by the Board or the Company’s Chief Executive Officer, as determined in good faith by the Board, and such failure shall have continued for a period of ten (10) days after the Company gives written notice to Eligible Employee specifying such failure, (ii) the failure by the Eligible Employee to observe material Company policies generally applicable to employees of the Company, (iii) gross negligence or willful misconduct by the Eligible Employee in the performance of his duties, as determined in good faith by the Board, (iv) the commission by the Eligible Employee of any act of fraud (including, without limitation, any material misrepresentation made by Eligible Employee to the Company or any of its predecessors or affiliates, including, without limitation, Morgan Stanley, and their respective agents, in connection with such party’s evaluation of Eligible Employee as a prospective employee), theft or financial dishonesty with respect to the Company or any of its affiliates, (v) the Eligible Employee’s indictment, conviction of, or pleading no contest or nolo contendere to, any felony or a lesser crime involving dishonesty or moral turpitude, (vi) breach of any material provision of any employment agreement between Eligible Employee and the Company, (vii) failure of the Eligible Employee to obtain or retain

3

any permits, licenses or approvals which may be required by any state or local authorities in order to permit the Eligible Employee to continue employment in the ordinary course, (viii) any act or omission that is materially injurious (financially or otherwise) to the Company or its reputation, (ix) chronic absenteeism or (x) alcohol or other substance abuse by the Eligible Employee.  The Board shall determine whether Cause for termination exists.  Notwithstanding the foregoing, in the event the Eligible Employee has an employment agreement with the Company that provides for termination for “cause” or “reasonable cause”, the definition of cause or reasonable cause, as applicable, contained in such employment agreement shall govern this Option Agreement.

(2)Disability.  For purposes of this Option Agreement, “Disability” has the same definition as under the then-existing disability insurance plan covering Eligible Employee.  The Board shall determine whether Eligible Employee has a Disability.  Notwithstanding the foregoing, in the event the Eligible Employee has an employment agreement with the Company that provides for termination for “disability”, the definition of “disability” contained in such employment agreement shall govern this Option Agreement.

(d)Other Conditions.  At the discretion of the Committee, the grant of this Option may be conditioned on Eligible Employee’s execution of a non-disclosure agreement, a non-solicitation agreement, a non-disparagement agreement and/or a noncompete agreement in the form(s) presented to Eligible Employee.  If the grant of this Option is conditioned on such agreement(s) and any such agreement is not executed on or prior to the date the Eligible Employee executes this Option (or such later date as may be provided by the Committee), this Option shall automatically expire at such time as is determined by the Committee in its sole discretion.

Section 3.Life of Option.  This Option shall expire and shall not be exercisable for any reason on or after the tenth anniversary of the Grant Date.

Section 4.Method of Exercise of Option.  Eligible Employee may exercise this Option in whole or in part (to the extent this Option is otherwise exercisable under Section 2) on any normal business day of the Company by (a) delivering a copy of this Option Agreement to the Company, together with written notice of the exercise of the Option, (b) simultaneously paying to the Company the Option Price for the number of Options being exercised and (c) making such statements as the Company may reasonably require under Section 9 or entering into the Shareholders’ Agreement (as defined herein) as the Company may reasonably require under Section 11.  The payment of such Option Price shall be made either in cash or by check.  The Company may suspend the Eligible Employee’s exercise of this Option pending a determination by the Board regarding whether Cause for termination of Eligible Employee’s employment

4

exists.  If the Board determines that Cause exists, the notice of exercise shall be rescinded and the Eligible Employee’s Option Price returned to him.

Section 5.Delivery.  The Company shall deliver a properly issued certificate for any Stock purchased pursuant to the exercise of this Option as soon as practicable after such exercise (or otherwise register such Stock in the name of Eligible Employee), and such delivery (or registration in the name of Eligible Employee) shall discharge the Company of all of its duties and responsibilities with respect to this Option to the extent so exercised.

Section 6.Nontransferable; Notice.  Except as expressly authorized in writing by the Board, no rights granted under this Option shall be transferable by Eligible Employee other than by will or by the laws of descent and distribution, and the rights granted under this Option shall be exercisable during Eligible Employee’s lifetime only by Eligible Employee or his legal representative in the event of his incapacity.  The Person or Persons, if any, to whom this Option is transferred by will or by the laws of descent and distribution or through a written Board authorization shall be treated after such transfer the same as Eligible Employee under this Option Agreement.  Eligible Employee shall promptly notify the Company of any change in the holder of this Option or any change in Eligible Employee’s address or permanent place of residence.

Section 7.No Right to Continue Service.  Neither the Plan, this Option, nor any related material shall give Eligible Employee the right to continue in employment by Employer or any other Subsidiary or Affiliate or shall adversely affect the right of Employer or any Subsidiary or Affiliate to terminate Eligible Employee’s employment with or without Cause at any time.

Section 8.Stockholder Status.  Eligible Employee shall have no rights as a stockholder with respect to any shares of Stock under this Option until such shares have been duly issued to (or registered in the name of) Eligible Employee and, except as expressly set forth in the Plan, no adjustment shall be made for dividends of any kind or description whatsoever or for distributions of other rights of any kind or description whatsoever respecting such Stock.

Section 9.Stock Held For Investment.  As a condition to the delivery of the certificate for any shares of Stock purchased pursuant to the exercise of this Option (or the registration of such Stock in the name of Eligible Employee), Eligible Employee shall, if so requested by the Company, hold such shares of Stock for investment and not with a view of resale or distribution to the public and, if so requested by the Company, shall deliver to the Company a written statement satisfactory to the Company to that effect.

Section 10.Other Laws.  If any change in circumstances after the grant of this Option would create a substantial risk for the Company that the issuance or transfer of any Stock under this Option to Eligible Employee at the time Eligible Employee tenders any payment to exercise this Option would violate any applicable law or regulation (including, without limitation, federal or state securities laws), the Company at that time shall (a) take such action as the Committee deems fair and reasonable and permissible under such law or regulation either (1) to continue to maintain the status of this Option as outstanding until Eligible Employee can exercise this Option without any substantial risk of such a violation or (2) to fully and fairly compensate Eligible

5

Employee for the cancellation of this Option and thereafter to cancel this Option and (b) refund any payment made by Eligible Employee to exercise this Option.

Section 11.Shareholders’ Agreement; Legends.  The Common Stock issuable to Eligible Employee pursuant to the terms hereof shall be subject to the terms and conditions of that certain Shareholders’ Agreement dated as of December 1, 2007, between the Company and its stockholders identified therein (as the same may be amended, restated, modified, or otherwise supplemented from time-to-time, the “Shareholders’ Agreement”).  The certificate(s) evidencing the Stock may include one or more legends that reference or describe the conditions upon exercise referenced in this Section 11.

Section 12.Withholding.  Employer or another Subsidiary or Affiliate shall have the right upon the exercise of this Option to take such action as Employer or such other Subsidiary or Affiliate deems necessary or appropriate to satisfy the federal and state tax withholding requirements arising out of the exercise of this Option, including (but not limited to) withholding shares of Stock that otherwise would be transferred to Eligible Employee as a result of the exercise of this Option to satisfy the minimum statutory withholding requirements.

Section 13.Confidentiality.  Eligible Employee agrees to keep this Option and the Plan, including the terms herein and therein, confidential and to not use or disclose, at any time, such terms; provided, however, that Eligible Employee may disclose the terms of this Option to such advisors as is reasonably necessary for tax or estate planning purposes.

Section 14.Governing Law; Limitation on Liability.  The Plan and this Option shall be governed by the laws of the State of Delaware (without giving effect to any choice or conflict of law provision or rule).  IN NO EVENT SHALL THE COMPANY BE LIABLE FOR ANY INDIRECT DAMAGES, INCLUDING WITHOUT LIMITATION, LOST PROFITS OR LOST OPPORTUNITY, OR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING LEGAL FEES.

Section 15.Binding Effect.  This Option shall be binding upon the Company and Eligible Employee and their respective heirs, executors, administrators and successors.

Section 16.Headings and Sections.  The headings contained in this Option Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Option.  Any references to sections in this Option Agreement shall be to sections of this Option Agreement unless otherwise expressly stated as part of such reference.

6

Exhibit A

2007 Stock Incentive Plan

See attached.

7

EX-10.8

Exhibit 10.8

BONUS AWARD AGREEMENT

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)

Section 1.Definitions.  Capitalized terms used and not otherwise defined herein shall have the meanings set forth in Annex I.

Section 2.Payment of Bonus.

(a)General Rule.  Subject to accelerated payment pursuant to the terms hereof and the provisions of Section 2(b), the Eligible Employee shall be entitled to receive $[                  ] (the “Bonus Amount”), subject to and in accordance with the following schedule, if Eligible Employee remains continuously employed by the Company or an Affiliate or a Subsidiary (“Employer”) from the Effective Date through the Vesting Date set forth in the schedule below:

Vesting Date	Percentage of Bonus Amount
	33 1/3	%
	33 1/3	%
	33 1/3	%

Any portion of the Bonus Amount that becomes payable on a Vesting Date specified above will be paid not later than 60 days following that Vesting Date.

(b)Termination.  If Eligible Employee’s employment is terminated by the Employer for Cause or due to the Eligible Employee’s resignation, any then unpaid portion of the Bonus Amount shall be immediately and automatically forfeited upon such termination or resignation, as applicable, and the Company shall have no further obligation to make any payment of all or any portion of the Bonus Amount thereafter.  If Eligible Employee’s employment terminates due to Disability or death, then any unpaid portion of the Bonus Amount shall be paid to the personal or legal representatives, if any, or beneficiaries of Eligible Employee within 60 days of the date of such termination.  The Board shall determine whether Eligible Employee has a Disability.  Notwithstanding the foregoing, in the event the Eligible Employee has an employment agreement with the Company or any Subsidiary or Affiliate that provides for termination for “disability,” the definition of “disability” contained in such employment agreement shall govern this Agreement.

(1)Note:  For Greg Josefowicz, this Agreement will be modified to reflect that he is not an employee.

(c)Change of Control.  If there is a Change of Control, then the Board shall have the discretion to provide that the entire unpaid portion of the Bonus Amount may be paid on the Change Effective Date, but only if that Change of Control constitutes a change in the ownership or effective control of the Company or in the ownership of a substantial portion of the assets of the Company as described in Section 409A(a)(2)(A)(v) of the Code and the Board provides for such payment under all similar arrangements as provided by said Section 409A and the regulations thereunder.  If there is a Change of Control, and if Eligible Employee’s employment with the purchaser or entity resulting from or surviving such Change of Control is terminated involuntarily without Cause or due to death or Disability within one year of the Change Effective Date for such Change of Control, then any unpaid portion of the Bonus Amount shall be paid on the effective date of such termination.

Section 3.Nontransferable; Source of Benefits.  Benefits hereunder are not subject to alienation, anticipation, transfer or assignment by the Eligible Employee and are not subject to being attached or reached and applied by any creditor of the Eligible Employee.  Benefits shall be paid from the general assets of the Company, and no Eligible Employee shall have a right to a benefit hereunder greater than that of an unsecured general creditor thereof.

Section 4.No Right to Continue Service.  Neither this Agreement nor any related material shall give Eligible Employee the right to continue in employment by Employer or any other Subsidiary or Affiliate or shall adversely affect the right of Employer or any Subsidiary or Affiliate to terminate Eligible Employee’s employment with or without Cause at any time.

Section 5.Withholding.  Employer or another Subsidiary or Affiliate shall have the right upon payment of all or any portion of the Bonus Amount to take such action as Employer or such other Subsidiary or Affiliate deems necessary or appropriate to satisfy any tax or other withholding requirements arising out of the Bonus Amount.

Section 6.Confidentiality.  Eligible Employee agrees to keep this Agreement and the Bonus Amount, including the terms hereof, confidential and to not use or disclose, at any time, such terms; provided, however, that Eligible Employee may disclose the terms of this Agreement to such advisors as is reasonably necessary for tax or estate planning purposes.

Section 7.Governing Law; Limitation on Liability.  This Agreement shall be governed by the laws of the State of Delaware (without giving effect to any choice or conflict of law provision or rule).  IN NO EVENT SHALL THE COMPANY BE LIABLE FOR ANY INDIRECT DAMAGES, INCLUDING WITHOUT LIMITATION, LOST PROFITS OR LOST OPPORTUNITY, OR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING LEGAL FEES.

Section 8.Binding Effect.  This Agreement shall be binding upon the Company and Eligible Employee and their respective heirs, executors, administrators and successors.  The Company shall have discretion to operate, interpret and implement this Agreement.  The

2

decisions and determinations (including determinations of the meaning and reference of terms used in this Agreement) of the Company shall be conclusive upon all Persons.

Section 9.Headings and Sections.  The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.  Any references to sections in this Agreement shall be to sections of this Agreement unless otherwise expressly stated as part of such reference.

Section 10.Entire Agreement.  This Agreement constitutes the entire agreement of the Company with respect to the subject matter thereof and cannot be amended by any oral statement or otherwise except by a written document referring to this Section 10 that is executed by the Company and the Eligible Employee.

Section 11.Section 409A.  The provisions of this Agreement are intended and shall be interpreted and administered so as to not result in the imposition of additional tax or interest under Section 409A of the Code where applicable.  Without limiting the foregoing, this Agreement shall not be amended in a manner so as to result in the imposition of such tax or interest, and any reference to “termination of employment” or similar term shall mean an event that constitutes a “separation from service” within the meaning of Section 409A of the Code, and if at separation from service the Eligible Employee is considered a “specified employee” within the meaning of said Section 409A, then any payments hereunder that are nonqualified deferred compensation within the meaning of said Section 409A that are to be made upon separation from service shall be accumulated and paid to the Eligible Employee in a lump sum six months and one day following the separation from service (or if the Eligible Employee dies during such six-month period, as soon as practical following the date of death).

Section 12.Financing Documents.  Notwithstanding anything set forth in this Agreement to the contrary, the Company shall not be obligated to pay, and Eligible Employee shall not be entitled to receive, any portion of the Bonus Amount to the extent that payment thereof would be prohibited or blocked by the Financing Documents or would otherwise result in the occurrence of a Default or an Event of Default or a failure of the Company or any of its Subsidiaries or Affiliates to be in pro forma compliance with the financial covenants under the Financing Documents (a “Payment Blockage”); provided, however, that the Company’s obligation to pay, and Eligible Employee’s entitlement to receive, any portion of the Bonus Amount shall be reinstated, in arrears, once the Default or Event of Default resulting in such Payment Blockage has been cured or waived; provided, further, that no other Default or Event of Default exists or would result from the payment or delivery of such portion of the Bonus Amount and the Company would be in pro forma compliance after giving effect thereto.

3

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the Effective Date.

TOPS HOLDING CORPORATION
By:
	Name:
	Title:
	[Name of Eligible Employee]

ANNEX I

DEFINED TERMS

“Affiliate” means any organization (other than a Subsidiary) that would be treated as under common control with the Company under Section 414(c) of the Code, if “50 percent” were substituted for “80 percent” in the income tax regulations under Section 414(c) of the Code.

“Beneficial Owner” has the meaning ascribed to such term in Rule 13d-3 of the General Rules and Regulations under the Securities Exchange Act of 1934, as amended.

“Board” means the Board of Directors of the Company.

“Cause” means (i) the willful failure by the Eligible Employee to perform such duties as are reasonably requested by the Board or the Company’s Chief Executive Officer, as determined in good faith by the Board, and such failure shall have continued for a period of ten (10) days after the Company gives written notice to Eligible Employee specifying such failure, (ii) the failure by the Eligible Employee to observe material Company policies generally applicable to employees of the Company, (iii) gross negligence or willful misconduct by the Eligible Employee in the performance of his duties, as determined in good faith by the Board, (iv) the commission by the Eligible Employee of any act of fraud (including, without limitation, any material misrepresentation made by Eligible Employee to the Company or any of its predecessors or Affiliates, including, without limitation, Morgan Stanley, and their respective agents, in connection with such party’s evaluation of Eligible Employee as a prospective employee), theft or financial dishonesty with respect to the Company or any of its Affiliates, (v) the Eligible Employee’s indictment, conviction of, or pleading no contest or nolo contendere to, any felony or a lesser crime involving dishonesty or moral turpitude, (vi) breach of any material provision of any employment agreement between Eligible Employee and the Company, (vii) failure of the Eligible Employee to obtain or retain any permits, licenses or approvals which may be required by any state or local authorities in order to permit the Eligible Employee to continue employment in the ordinary course, (viii) any act or omission that is materially injurious (financially or otherwise) to the Company or its reputation, (ix) chronic absenteeism or (x) alcohol or other substance abuse by the Eligible Employee.  The Board shall determine whether Cause for termination exists.  Notwithstanding the foregoing, in the event the Eligible Employee has an employment agreement with the Company or any of its Affiliates that provides for termination for “cause” or “reasonable cause”, the definition of cause or reasonable cause, as applicable, contained in such employment agreement shall govern this Agreement.

“Change Effective Date” means the date which includes the “closing” of the transaction which makes a Change of Control effective.

“Change of Control” means that any of the following events has occurred with respect to the Company, and the effective date of the Change of Control shall be as of the first day that any one or more of the following events shall have been fully and unconditionally effected:(a) Any Person, other than (A) a trustee or other fiduciary holding securities under an employee benefit plan of the Company or an Affiliate; or (B) a Person owned directly or indirectly by the stockholders of the Company in substantially the same proportions as their ownership of stock of

2

the Company becomes the Beneficial Owner, directly or indirectly, of securities of the Company representing more than 50% of the total voting power represented by the Company’s Voting Securities;

(b)After the Effective Date, the Company consummates a merger or consolidation of the Company with any other Person, other than a merger or consolidation that would result in the Voting Securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into Voting Securities of the surviving entity) more than 50% of the total voting power represented by the Voting Securities of the Company or such surviving entity outstanding immediately after such merger or consolidation;

(c)The Company consummates a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company (in one transaction or a series of transactions) of all or substantially all of the Company’s assets;

(d)The Morgan Stanley Investors (as defined in the Shareholders’ Agreement), or any one of them, Transfer(s) a number of shares of the Company’s common stock equal to eighty percent (80%) multiplied by the aggregate number of shares of the Company’s common stock then owned by the Morgan Stanley Investors, to any Person(s) other than a Permitted Transferee(s) (as defined in the Shareholders’ Agreement); or

(e)Any other condition or event that the Board determines to be a “Change of Control”.

Notwithstanding the foregoing, a “Change of Control” shall not include any acquisition of securities or voting power directly from the Company through a Public Offering.

“Code” means the Internal Revenue Code of 1986, as amended.

“Default” shall have the meaning set forth in the Financing Documents.

“Disability” has the same definition as under the then-existing disability insurance plan covering Eligible Employee.

“Event of Default” shall have the meaning set forth in the Financing Documents.

“Financing Documents” means any documents related to any indebtedness of the Company or any of its Subsidiaries or Affiliates, and any subsequent refinancing thereof.

“Person” means any natural person and any company, government or political subdivision, agency or instrumentality of a government; provided, that if two or more Persons act as a partnership, limited partnership, joint venture, syndicate or other group for the purpose of acquiring, holding or disposing of securities of the Company, such partnership, limited partnership, joint venture, syndicate or group shall be deemed to be a single Person for purposes of this Agreement.

“Public Offering” means the sale, in a public offering registered under the Securities Act of 1933, as amended, of shares of the Company’s common stock.

3

“Shareholders’ Agreement” means the Shareholders’ Agreement between the Company and its shareholders identified therein, as amended, amended and restated, supplemented or modified from time to time.

“Subsidiary” means a corporation that is a subsidiary corporation (within the meaning of § 424(f) of the Code) of the Company.

“Voting Securities” means the Company’s then outstanding securities that are entitled to vote generally in the election of directors.

4

EX-10.9

Exhibit 10.9

INDEPENDENT DIRECTOR COMPENSATION POLICY

Non-employee members of the board of directors Tops Holding Corporation who are not employees of Morgan Stanley Private Equity are eligible to receive an annual cash retainer in the amount of $60,000, which is payable in quarterly installments of $15,000, and an initial equity grant as determined by the Board upon the director’s appointment.

1

EX-10.10

Exhibit 10.10

EXECUTION COPY

EMPLOYMENT AGREEMENT

EMPLOYMENT AGREEMENT (this “Agreement”) dated as of November 12, 2007, between HANK ACQUISITION COMPANY, LLC, a Delaware limited liability company (the “Company”), and FRANK CURCI (the “Employee”).

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”).

WHEREAS, immediately following the consummation of the transactions contemplated by the Purchase Agreement, pursuant to the terms and subject to the conditions of a merger agreement to be entered into between the Company and Tops Markets, LLC, a New York limited liability company (“Tops Markets”), the Company will be merged with and into Tops Markets, with Tops Markets being the surviving company (the “Surviving Company”) of such merger (the “Merger”).

WHEREAS, the Company desires to employ Employee, and Employee is willing to enter into employment and perform services for the Company, on the terms and subject to the conditions set forth in this Agreement.

NOW THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

Section 1.Employer; Effective Date.

This Agreement shall automatically become effective immediately following the consummation of the Merger (the “Effective Date”).  At such time and thereafter, the Surviving Company shall be the “Company” hereunder, and the Managers of the Surviving Company shall be the “Managers” hereunder.  Notwithstanding the foregoing, this Agreement shall automatically terminate and be of no further force or effect on the date, if any, on which the Purchase Agreement is terminated in accordance with its terms.  For purposes of clarification, the parties shall have no obligations hereunder unless and until the Effective Date occurs.

Section 2.Employment Period.

Pursuant to the terms and subject to the conditions of this Agreement, the Company hereby agrees to employ the Employee, and the Employee hereby agrees to be employed by the Company, for the period commencing on the Effective Date and ending on the second anniversary of the Effective Date (the “Initial Term”); provided, the Initial Term will automatically be extended for successive one-year periods either the Company

or the Employee does not, prior to 10 days preceding the expiration of the Initial Term or, if previously extended pursuant to the terms of this Section 2, the then-current expiration date, provide the other party with written notice of termination.  As used herein, the Initial Term plus the term of any such extension, or the earlier termination of the Employee’s employment with the Company as hereafter provided, is referred to herein as the “Employment Period”.

Section 3.Terms of Employment.

(a)Position.  During the term of the Employee’s employment with the Company, the Employee shall serve as Chief Executive Officer of the Company and shall report to the Managers of the Company (the “Managers”).  The Employee shall, subject to the direction and supervision of the Managers, have supervision and control over, and responsibility for, such management and operational functions of the Company as are normally assigned to a person in such position or as may reasonably change from time to time and shall have such other powers and duties as may from time to time be prescribed by the Managers consistent with the duties and authorities normally afforded to a chief executive officer of a company of the general size and type of the Company.

(b)Full Time.  During the Employment Period, and excluding any periods of vacation and sick leave to which the Employee is entitled, the Employee agrees to devote his full business time and efforts, to the best of his ability, experience and talent, to the business and affairs of the Company.  The Employee shall not be a member of the board of directors or other comparable governing body of any other entity or be employed by or act as a consultant to, or otherwise directly or indirectly engage in any other business activity on behalf of, any other entity, in each case, without the prior written consent of the Company.

(c)Compensation.

(i)Base Salary.  Beginning on January 1, 2008, during the Employment Period, the Employee shall receive an annual base salary of $500,000 (the “Annual Base Salary”).  The Annual Base Salary shall be paid in accordance with the customary payroll practices of the Company, subject to customary withholding and other payroll taxes.

(ii)Additional Compensation.  Promptly following the Effective Date, Employee will be paid a one-time lump sum payment equal to $166,666.67, subject to customary withholding and other payroll taxes, which represents a signing bonus and the prepayment of the aggregate amount of the Employee’s salary for services rendered during the year ending December 31, 2007.

(iii)Bonuses.  Beginning with the calendar year starting January 1, 2008, and during the Employment Period, the Employee shall be eligible to receive an annual bonus (the “Annual Bonus”) in an amount equal to up to 100% of the Annual Base Salary, which amount shall be determined in good faith by the Managers based on quantitative and qualitative factors (including, without limitation, the

2

Company’s performance relative to its budget for the applicable year) that the Managers deem appropriate.  Any Annual Bonus shall be payable not more than 60 days following the Company’s receipt of its audited financial statements for the applicable year (subject to customary withholding and other payroll taxes); provided, that the Employee was employed by the Company on December 31 of such year.

(iv)Benefits.  During the Employment Period, the Employee shall be entitled to participate in all incentive, savings and retirement plans, practices, policies and programs applicable generally to senior executives of the Company and shall be eligible for participation in and shall receive all benefits under welfare benefit plans, practices, policies and programs provided by the Company to the extent applicable generally to senior executives of the Company.

(v)Moving Expenses.  The Company will provide moving expenses for Employee and his wife, including, but not limited to, house hunting trip’s and reimbursement of up to $2,500 in documented legal fees and expenses (but excluding amounts paid in respect of mortgage “points”), in an aggregate amount not to exceed $50,000, subject to the approval of the Managers.  In the event that Employee is subject to federal, state, or local income tax (together, “Taxes”) as a result of the reimbursement of such expenses (other than such legal fees and expenses) (the “Reimbursement Amount”), the Company shall pay to Employee an additional amount (the “Gross-Up Payment”), such that the net amount retained by Employee, after taking into account (A) the payment of any Taxes resulting from the payment of the Reimbursement Amount or any additional Taxes imposed upon the Gross-Up Payment, and (B) the Tax benefit of any deduction or credit arising from the payment of any Taxes referred to in clause (A), shall be equal to the Reimbursement Amount; provided, however, that the Company shall not be responsible for and the Gross-Up Payment shall not include any interest or penalties imposed on Employee due to his failure to timely or properly file and pay any Taxes due.

(vi)General Expenses.  The Employee shall be entitled to receive reimbursement for all reasonable and documented out-of-pocket expenses incurred by the Employee in connection with the performance of his duties hereunder, in accordance with the policies, practices and procedures of the Company as in effect from time to time.

(vii)Vacation and Holidays.  During the Employment Period, the Employee shall be entitled to holidays and four weeks paid vacation in accordance with the policies of the Company applicable to other senior executives of the Company generally.

Section 4.Termination of Employment.

(a)Death or Disability.  The Employee’s employment shall terminate automatically upon the Employee’s death.  The Company may give to the Employee written notice of its intention to terminate the Employee’s employment following the date on which the Employee is determined to have a Disability (as defined below).  In such

3

event, the Employee’s employment with the Company shall terminate effective on the 10th day after receipt of such notice by the Employee (or such Employee’s legal guardian or next of kin, if applicable) if, within the ten (10) days after such receipt, the Employee shall not have returned to full-time performance of the Employee’s duties.  For purposes of this Agreement, “Disability” shall have the same definition as under the then-existing disability insurance plan covering such Employee.

(b)Cause.  The Employee’s employment may be terminated at any time by the Company with or without Cause.  For purposes of this Agreement, “Cause” means (i) the willful failure by the Employee to perform such duties as are reasonably requested by the Managers, as determined in good faith by the Managers, and such failure shall have continued for a period of ten (10) days after the Company gives written notice to Employee specifying such failure, (ii) the failure by the Employee to observe material Company policies generally applicable to employees of the Company, (iii) gross negligence or willful misconduct by the Employee in the performance of his duties, as determined in good faith by the Managers, (iv) the commission by the Employee of any act of fraud (including, without limitation, any material misrepresentation made by Employee to the Company or any of its predecessors or affiliates, including, without limitation, Morgan Stanley, and their respective agents, in connection with such party’s evaluation of Employee as a prospective employee), theft or financial dishonesty with respect to the Company or any of its Affiliates (as defined hereinafter), (v) the Employee’s indictment, conviction of, or pleading no contest or nolo contendere to, any felony or a lesser crime involving dishonesty, (vi) breach of any material provision of this Agreement, (vii) failure of the Employee to obtain or retain any permits, licenses or approvals which may be required by any state or local authorities in order to permit the Employee to continue employment in the ordinary course as contemplated by this Agreement, (viii) chronic absenteeism or (ix) alcohol or other substance abuse by the Employee.  “Without Cause” shall mean a termination by the Company of the Employee’s employment during the Employment Period for any reason other than a termination based upon Cause, death or Disability (including, without limitation, by reason of the Company’s delivery of written notice of termination pursuant to Section 2).  For purposes of this Agreement, the term “Affiliates” shall mean, with respect to any person or entity, any person or entity controlling, controlled by, or under common control with, such person or entity; provided, that, for the purposes of this definition, “control” (including, with correlative meanings, the terms “controlled by” and “under common control with”), as used with respect to any person or entity, shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such person or entity, whether through the ownership of voting securities, by contract or otherwise.

(c)Notice of Termination.  Any termination by the Company for Cause or Without Cause or by the Company for Disability shall be communicated by Notice of Termination to the other party hereto.  For purposes of this Agreement, a “Notice of Termination” means a written notice which (i) indicates the specific termination provision in this Agreement relied upon, (ii) to the extent applicable, sets forth in reasonable detail the facts and circumstances claimed to provide a basis for

4

termination of the Employee’s employment under the provision so indicated and (iii) indicates the date of termination (the “Termination Date”).

(d)Post-Termination Cooperation.  The Employee agrees and covenants that, following the Employment Period, he shall, to the extent reasonably requested by the Company, and except as may be required by applicable law, cooperate in good faith with and assist the Company or any of its Affiliates in the pursuit or defense of any claim, administrative charge or cause of action by or against the Company or any of its Affiliates as to which the Employee, by virtue of his employment with the Company, has relevant knowledge or information, including by acting as the Company’s representative in any such proceeding and, without the necessity of a subpoena, providing truthful testimony in any jurisdiction or forum.  The Company shall reimburse the Employee for his reasonable documented out-of-pocket expenses in complying with this Section 4(d).  The Company shall pay to the Employee in respect of such cooperation an amount per day equal to a prorated portion of Employee’s Annual Base Salary as of the Termination Date, payable in accordance with the Company’s then-current compensation policies (subject to customary withholding and other payroll taxes).

(e)Post-Termination Nonassistance.  The Employee agrees and covenants that, following the Employment Period, he shall not, except as may be required by applicable law, voluntarily assist, support or cooperate with, directly or indirectly, any person or entity alleging or pursuing or defending against any claim, administrative charge or cause of action against or by the Company or any of its Affiliates, including by providing testimony or other information or documents; except under compulsion of law in which case the Employee shall give the Company notice thereof.  Should the Employee be compelled to testify, nothing in this Agreement is intended or shall prohibit the Employee from providing complete and truthful testimony.  This Agreement shall not in any way prevent the Employee from cooperating with any investigation by any federal, state or local governmental agency.

Section 5.Obligations of the Company upon Termination.

(a)Without Cause.  If the Company shall terminate the Employee’s employment Without Cause, then the Company will provide the Employee with the following severance payments and/or benefits:

(i)(A) on the date on which the Employee would have received the next installment of his Annual Base Salary following the Termination Date had he then been employed by the Company, the Company shall pay to Employee a lump sum in the amount of the Employee’s accrued but unpaid Annual Base Salary through the Termination Date, and (B) within 45 days of the Termination Date, the Company shall pay to Employee a lump sum in the amount of any unpaid reimbursable expenses and any unpaid amounts to which the Employee is entitled pursuant to any of the Company’s or its Affiliates’ benefit plans or programs in which the Employee participated during the Employment Period (in the manner and in accordance with the terms of such plans and program, in each case through the Termination Date) (“Accrued Obligations”);

5

(ii)in the sole discretion of the Managers, the Company may pay to the Employee a prorated portion (based on the number of days that have elapsed in such fiscal year prior to the termination) of the Annual Bonus that would have been payable to the Employee (assuming that the Employee had remained employed by the Company through the end of such fiscal year) for the fiscal year in which such termination occurs payable in accordance with the Company’s then-current compensation policies;

(iii)(A) if the Termination Date occurs on or prior to the second anniversary of the Effective Date, the Company shall continue to pay the Employee his Annual Base Salary in accordance with customary payroll practices (and subject to customary withholding and payroll taxes) until the third anniversary of the Effective Date, and (B) if the Termination Date occurs following the second anniversary of the Effective Date, the Company shall continue to pay the Employee his Annual Base Salary in accordance with customary payroll practices (and subject to customary withholding and payroll taxes) until the first anniversary of the Termination Date (either such period, the “Severance Period”); and

(iv)at the expense of the Company, the Employee and members of his family, if applicable, shall be entitled to continue their participation in all welfare and benefit plans of the Company or its Affiliates in which the Employee was participating immediately prior to the Termination Date (as such benefits are from time to time in effect at the Company or its Affiliates), on the same basis as other senior executives of the Company or its Affiliates until the earlier of (A) the expiration of the Severance Period and (B) the date that the Employee is eligible to receive coverage and benefits from a new employer; provided, however, that if the Employee is precluded from continuing his participation in any welfare or benefit plan of the Company or its Affiliates (pursuant to the terms and subject to the conditions of the applicable welfare or benefit plan) in which he was participating as of the Termination Date, then the Company shall pay him the economic equivalent of the benefits provided under such plan in which he is unable to participate for the period specified above, it being understood that the economic equivalent of a benefit foregone shall be deemed to be the cost in the State of New York that would reasonably be incurred by the Employee in obtaining such benefit himself on an individual basis.

(b)Cause; By the Employee.  If the Employee’s employment shall be terminated by the Company for Cause, or by the Employee for any reason, then the Company shall have no further payment obligations to the Employee other than for (i) payment of Accrued Obligations to the Employee, and (ii) as otherwise required under the Consolidated Omnibus Budget Reconciliation Act of 1985.

(c)Death; Disability.  If the Employee’s employment is terminated due to death or Disability of the Employee, then the Company shall have no further payment obligations to the Employee (or his legal representative, as applicable) other than for:  (i) payment of Accrued Obligations to the Employee or his heirs, as applicable; (ii) payment to the Employee (or his heirs) of a prorated portion (based on the number of days that have elapsed in such fiscal year prior to the termination) of the Annual Bonus

6

that would have been payable to the Employee (assuming that the Employee had remained employed by the Company through the end of such fiscal year) for the fiscal year in which such termination occurs payable in accordance with the Company’s then-current compensation policies; (iii) continuance of benefits under the Company’s or its Affiliates’ disability, life, welfare and benefit plans to the Termination Date; and (iv) as otherwise required under the Consolidated Omnibus Budget Reconciliation Act of 1985.

(d)Condition; Remedies.  The Employee acknowledges and agrees that (a) the Company’ obligations to make payments under Sections 5(a)(ii), (iii) and (iv) will be conditioned on Employee executing and delivering a customary general release in form and substance satisfactory to the Company, and (b) except as provided in paragraphs (a), (b) and (c) of Section 5, from and after the Termination Date, the Company shall not have any obligation to make any payments whatsoever to Employee with respect to his employment by the Company and any and all rights of the Employee to any Annual Base Salary, Annual Bonus or other benefits pursuant to such employment shall automatically and immediately terminate upon the Termination Date and the Employee covenants not to assert or pursue any other remedies, at law or in equity, with respect to any termination of employment.

(e)Resignation upon Termination.  Notwithstanding anything to the contrary contained herein, upon termination of employment hereunder for any reason, Employee shall be deemed to have given the Company notice of his resignation from any and all positions as officer of the Company and its Affiliates and as member of the board of directors or other similar governing body of the Company and its Affiliates, to the extent applicable.

(f)Return of Company Property.  Upon termination of employment hereunder, Employee covenants and agrees that Employee shall return any and all of the Company’s and its Affiliates’ property (including, without limitation, all computers, keys, credit cards, identification tags, documents and other proprietary materials) and other materials.

Section 6.Non-Compete.  During the Employment Period and for one (1) year after the Termination Date (the “Non-Compete Period”), Employee agrees that he shall not, and shall not permit any of his Affiliates to, directly or indirectly, own, manage, control, participate in, consult with, render services for, or in any manner engage in any activity or represent any business whether now existing or hereafter established that competes with (or proposes or plans to compete with) the Company or its Affiliates (a “Competitor”) (as determined in good faith by the Managers) in any line of business engaged in or under development by the Company; nor shall Employee entice, induce or encourage any of the Company’s other employees to engage in any activity which, were it done by Employee, would violate any provision hereof.  As used in this Section 6, the term “any line of business engaged in or under development by the Company” shall be applied as of the Termination Date or expiration of the Employment Period.

Section 7.Non Solicitation.  The Company and Employee hereby acknowledge that a prohibition on solicitation of the Company’s customers, suppliers and

7

other employees after the termination of Employee’s employment is necessary to protect the legitimate interests of the Company and to protect its secret and confidential information and trade secrets.  During the Non-Compete Period, Employee shall not contact, with a view towards purchasing or selling any product or service competitive with any product or service purchased or sold by the Company or any of its subsidiaries, or purchase or sell any product or service from or to any person, firm, association, corporation or other entity whatsoever:  (i) that Employee solicited, contacted or otherwise dealt with on behalf of the Company or any of its subsidiaries during the twelve (12) month period or any portion thereof preceding the Termination Date; or (ii) which is known by Employee to have been a customer of the Company or any of its subsidiaries during the twelve (12) month period or any portion thereof preceding the Termination Date.  During the Non-Compete Period, Employee shall not solicit, hire or assist others in soliciting or hiring any employee of the Company.  The Company shall have the option to extend the Non-Compete Period for up to one (1) additional year (the “Extension Year”), provided that the Company shall continue to pay Employee his Annual Base Salary in accordance with customary payroll practices (and subject to customary withholding and payroll taxes) during such Extension Year (or any portion thereof).

Section 8.Nondisclosure and Nonuse of Confidential Information.

(a)The Employee will not disclose or use at any time, either during the Employment Period or thereafter, any Confidential Information (as hereinafter defined) of which the Employee is or becomes aware, whether or not such information is developed by him, except to the extent that such disclosure or use (i) is directly related to and required by the Employee’s performance in good faith of duties assigned to the Employee by the Company, (ii) has been expressly authorized by the Managers or (iii) is required by applicable law; provided, however, that this sentence shall not be deemed to prohibit the Employee from complying with any subpoena, order, judgment or decree of a court or governmental or regulatory agency of competent jurisdiction (an “Order”); provided, further, however, that (i) the Employee agrees to provide the Company with prompt written notice of any such Order and to assist the Company, at the Company’s expense, in asserting any legal challenges to or appeals of such Order that the Company in its reasonable discretion pursues, and (ii) in complying with any such Order, the Employee shall limit his disclosure only to the Confidential Information that is expressly required to be disclosed by such Order. The Employee will take all appropriate steps to safeguard Confidential Information and to protect it against disclosure, misuse, espionage, loss and theft.  The Employee shall deliver to the Company at the termination of the Employment Period, or at any time the Company may request, all memoranda, notes, plans, records, reports, computer tapes and software and other documents and data (and copies thereof) relating to the Confidential Information or the Work Product (as hereinafter defined) of the business of the Company or any of its Affiliates which the Employee may then possess or have under his control.

(b)As used in this Agreement, the term “Confidential Information” means information that is not generally known to the public (including the existence and content of this Agreement) and that is used, developed or obtained by the Company or

8

any of its Affiliates in connection with its business, including, but not limited to, information, observations and data obtained by the Employee while employed by the Company or any predecessors thereof (including those obtained prior to the date of this Agreement) concerning (i) the business or affairs of the Company or such predecessors, (ii) products or services, (iii) fees, costs and pricing structures, (iv) designs, (v) analyses, (vi) drawings, photographs and reports, (vii) computer software, including operating systems, applications and program listings, (viii) flow charts, manuals and documentation, (ix) data bases, (x) accounting and business methods, (xi) inventions, devices, new developments, methods and processes, whether patentable or unpatentable and whether or not reduced to practice, (xii) customers and clients and customer or client lists, (xiii) other copyrightable works, (xiv) all production methods, processes, technology and trade secrets, and (xv) all similar and related information in whatever form. Confidential Information will not include any information (x) that has been published in a form generally available to the public prior (except through an act of the Employee) to the date the Employee proposes to disclose or use such information, (y) that is or becomes available to Employee on a nonconfidential basis from any source excluding the Company or one of its representatives or Affiliates, which source has represented to Employee (and which Employee has no reason to disbelieve after due inquiry) is entitled to disclose it; provided, that upon Employee becoming aware that such source was not entitled to disclose such information, such information shall be Confidential Information for purposes hereof, or (z) that was known to Employee on a nonconfidential basis prior to its disclosure to Employee by the Company or one of its representatives or Affiliates.  Confidential Information will not be deemed to have been published merely because individual portions of the information have been separately published, but only if all material features comprising such information have been published in combination.

Section 9.Property, Inventions and Patents.

The Employee agrees that all inventions, innovations, improvements, technical information, systems, software developments, methods, designs, analyses, drawings, reports, service marks, trademarks, trade names, logos and all similar or related information (whether patentable or unpatentable) which relates to the Company’s or any of its Affiliates’ actual or anticipated business, research and development or existing or future products or services and which are conceived, developed or made by the Employee (whether or not during usual business hours and whether or not alone or in conjunction with any other person) while employed (and for the Non-Compete Period if and to the extent such Work Product (as hereinafter defined) results from any work performed for the Company or any of its Affiliates, any use of the Company’s or any of its Affiliates’ premises or property or any use of the Company’s or any of its Affiliates’ Confidential Information) by the Company (including those conceived, developed or made prior to the date of this Agreement) together with all patent applications, letters patent, trademark, tradename and service mark applications or registrations, copyrights and reissues thereof that may be granted for or upon any of the foregoing (collectively referred to herein as, the “Work Product”), belong in all instances to the Company or such Affiliate.  The Employee will promptly disclose such Work Product to the Managers and perform all actions reasonably requested by the Managers (whether during or after the Employment

9

Period) to establish and confirm the Company’s or such Affiliates’ ownership of such Work Product (including, without limitation, the execution and delivery of assignments, consents, powers of attorney and other instruments) and to provide reasonable assistance to the Company or any of its Affiliates (whether during or after the Employment Period) in connection with the prosecution of any applications for patents, trademarks, trade names, service marks or reissues thereof or in the prosecution or defense of interferences relating to any Work Product.  The Employee recognizes and agrees that the Work Product, to the extent copyrightable, constitutes works for hire under the copyright laws of the United States or corresponding foreign law.

Section 10.Enforcement.

Because the Employee’s services are special, unique and extraordinary and because the Employee has access to Confidential Information and Work Product, the parties hereto agree that money damages would be an inadequate remedy for any breach of this Agreement.  Therefore, in the event of a breach or threatened breach of this Agreement, the Company or its successors or assigns may, in addition to other rights and remedies existing in their favor at law or in equity, apply to any court of competent jurisdiction for specific performance and/or injunctive or other relief in order to enforce, or prevent any violations of, the provisions hereof (without posting a bond or other security).

Section 11.Assurances by the Employee.

The Employee represents and warrants to the Company that he may enter into and fully perform this Agreement without breaching, violating or conflicting with (i) any judgment, order, writ, decree or injunction of any court, arbitrator, government agency or other tribunal that applies to the Employee or (ii) any agreement, contract, obligation or understanding to which the Employee is a party or may be bound.

Section 12.Non-Disparagement.

The Employee agrees that; except as may be required by applicable law, he will not make, or cause to be made, any statement, observation or opinion, or communicate any information (whether oral or written), to any person other than the Managers of the Company, that disparages the Company or any of its Affiliates (including, without limitation, Morgan Stanley or any of its Affiliates) or is likely in any way to harm the business or the reputation of the Company or any of its Affiliates (including, without limitation, Morgan Stanley or any of its Affiliates), or any of their respective former, present, or future Managers, directors, officers, members, stockholders, employees, vendors, clients, successors or assigns.

Section 13.Termination of Severance Payments.

In addition to the foregoing, and not in any way in limitation thereof, or in limitation of any right or remedy otherwise available to the Company, if, after any termination of employment, the Employee violates (a) any provision of Section 6, 7, 8, 9, 10, 11 or 12 of this Agreement or (b) any other provision of this Agreement in any

10

material respect and (in the case of this clause (b)) such violation shall have continued for a period of ten (10) days after the Company gives written notice to Employee specifying such violation, then in either case, the provisions set forth in clauses (ii), (iii) and (iv) of Section 5(a) and clause (ii) of Section 5(c), and the Company’s obligations thereunder, shall be terminated and of no further force or effect, without limiting or affecting the Employee’s obligations under Sections 6, 7, 8, 9, 10, 11 or 12, or the Company’s other rights and remedies available at law or equity.

Section 14.General Provisions.

(a)Severability.  It is the desire and intent of the parties hereto that the provisions of this Agreement be enforced to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought.  Accordingly, if any particular provision of this Agreement shall be adjudicated by a court of competent jurisdiction to be invalid, prohibited or unenforceable for any reason, such provision, as to such jurisdiction, shall be ineffective, without invalidating the remaining provisions of this Agreement or affecting the validity or enforceability of such provision in any other jurisdiction.

(b)Entire Agreement.  This Agreement embodies the complete agreement and understanding between the parties hereto with respect to the subject matter hereof and supersedes and preempts any prior understandings, agreements or representations by or among the parties, written or oral, which may have related to the subject matter hereof in any way.

(c)Counterparts.  This Agreement may be executed in separate counterparts (delivery of which may occur by facsimile or via email in a portable document format (.pdf)), each of which is deemed to be an original and all of which taken together constitute one and the same agreement.

(d)Successors and Assigns; Beneficiaries.  This Agreement is personal to the Employee and without the prior written consent of the Company shall not be assignable by the Employee.  This Agreement shall inure to the benefit of and be enforceable by the Employee’s legal representatives, and shall be binding upon the Company’s successors and assigns.  This Agreement shall be automatically assigned, without any action of the parties to a successor by merger or consolidation of the Company and all references to the Company herein shall be deemed to refer to such successor.

(e)Third Party Beneficiary.  Morgan Stanley shall be a third party beneficiary to the agreements made in this Agreement and shall have the right to enforce such agreements directly against Employee.  Except as set forth in the preceding sentence, nothing herein is intended to, nor shall it, confer, expressly or by implication, upon any person or entity any right or remedy under or by reason of this Agreement, whether as a purported third party beneficiary or otherwise.

11

(f)Governing Law.  This Agreement and the rights and obligations of the parties hereunder shall be governed by and construed in accordance with the laws of the State of New York without giving effect to its conflict of laws principles.

(g)Submission to Jurisdiction.  Any judicial proceeding brought against either of the parties on any dispute arising out of this Agreement or any matter related hereto shall be brought exclusively in the courts of the State of New York located in Buffalo, New York or in the United States District Court for the Western District of New York, and, by execution and delivery of this Agreement, each of the parties accepts the exclusive jurisdiction of such courts, and irrevocably agrees to be bound by any judgment rendered thereby in connection with this Agreement.

(h)Waiver of Jury Trial.  The Company and Employee hereby waive, to the fullest extent permitted by law, any right it may have to a trial by jury in respect of any litigation as between the parties directly or indirectly arising out of, or in connection with, this Agreement.

(i)Amendment and Waiver.  Subject to Section 14(a) hereof, the provisions of this Agreement may be amended and waived only with the prior written consent of the Employee and the Company and no course of conduct or failure or delay in enforcing the provisions of this Agreement shall be construed as a waiver of such provisions or affect the validity, binding effect or enforceability of this Agreement or any provision hereof.

(j)Notices.  All notices, requests, demands, claims, consents and other communications which are required or otherwise delivered hereunder shall be in writing and shall be deemed to have been duly given if (i) personally delivered or transmitted by electronic mail, (ii) sent by nationally recognized overnight courier, (iii) mailed by registered or certified mail with postage prepaid, return receipt requested, or (iv) transmitted by facsimile (with a copy of such transmission concurrently transmitted by registered or certified mail with postage prepaid, return receipt requested), to the parties hereto at the following addresses (or at such other address for a party as shall be specified by like notice):

(i)if to the Company, to:

HANK ACQUISITION COMPANY, LLC
c/o Morgan Stanley Capital Partners V Funding LP
1585 Broadway, Floor 39New York, New York 10036
Attention:  Geoffrey Strong
Facsimile:  (212) 507-0690
and
Attention:  Gary Matthews
Facsimile:  (201) 633-4589

12

with a copy to:

Nixon Peabody LLP
437 Madison Avenue
New York, New York 10022
Attention:  Dominick P. DeChiara
and Bradley C. Vaiana
Facsimile:  (212) 940-3111

(ii)if to the Employee, to his address set forth on the signature page hereto;

with a copy to:

Damon & Morey LLP
298 Main Street
Buffalo, New York 14202
Attention:  Christopher T. Greene, Esq.
Facsimile:  (716) 856-5521

or to such other address as the party to whom such notice or other communication is to be given may have furnished to each other party in writing in accordance herewith.  Any such notice or communication shall be deemed to have been received (i) when delivered, if personally delivered or transmitted by electronic mail, with receipt acknowledgment by the recipient by return electronic mail, (ii) when sent, if sent by facsimile on a business day during normal business hours (or, if not sent on a business day during normal business hours, on the next business day after the date sent by facsimile), (iii) on the next business day after dispatch, if sent by nationally recognized, overnight courier guaranteeing next business day delivery, and (iv) on the fifth business day following the date on which such communication is posted, if sent by mail.

(k)Descriptive Headings.  The descriptive headings of this Agreement are inserted for convenience only and do not constitute a part of this Agreement.

(l)Construction.  Where specific language is used to clarify by example a general statement contained herein, such specific language shall not be deemed to modify, limit or restrict in any manner the construction of the general statement to which it relates.  The language used in this Agreement shall be deemed to be the language chosen by the parties to express their mutual intent, and no rule of strict construction shall be applied against any party.

(m)Right of Set Off.  In the event of a breach or alleged breach by the Employee of any of the provisions of this Agreement, the Company is hereby authorized at any time and from time to time, to the fullest extent permitted by law, and after ten (10) days prior written notice to Employee, to withhold any payments the Company is then obligated to make to the Employee until such time as such breach or alleged breach has been finally adjudicated by a court of competent jurisdiction.  If the Company is the prevailing party in such adjudication, the Company is hereby authorized, to the fullest

13

extent permitted by law, to set-off and apply any and all amounts at any time held by the Company on behalf of the Employee and all indebtedness at any time owing by the Company to the Employee against any and all of the obligations of the Employee now or hereafter existing in respect of such breach.

(n)Nouns and Pronouns.  Whenever the context may require, any pronouns used herein shall include the corresponding masculine, feminine or neuter forms, and the singular form of nouns and pronouns shall include the plural and vice-versa.

[Signature Page Follows]

14

IN WITNESS WHEREOF, the parties hereto have executed this Employment Agreement as of the date first written above.

HANK ACQUISITION COMPANY, LLC
By:	/s/ Gary Matthews
	Name: Gary S. Matthews
	Title: Chairman of the Board
EMPLOYEE
/s/ Frank Curci
Frank Curci
Address:

EX-10.11

Exhibit 10.11

Tops Markets, LLC

c/o Morgan Stanley Capital Partners V Funding LP

1585 Broadway, Floor 39

New York, New York 10036

January 24, 2008

Mr. Kevin Darrington

4255 Lotus Lane

Coopersburg, Pennsylvania 18036

Dear Kevin:

This letter confirms the terms of your employment at Tops Markets, LLC (the “Company”).

General

During the term of your employment with the Company, you will serve as the Chief Financial Officer of the Company and you will report to the Company’s Chief Executive Officer, and to the Chairman of the Board on behalf of the Board of Directors of the Company (the “Board”).  You will, subject to the direction and supervision of the Chief Executive Officer and the Board and the Company’s policies in effect from time to time, have supervision and control over, and responsibility for, such management and operational functions of the Company as are normally assigned to a person in such position or as may reasonably change from time to time and shall have such other powers and duties as may from time to time be prescribed by the Chief Executive Officer and the Chairman of the Board, on behalf of the Board, consistent with the duties and authorities normally afforded to a chief financial officer of a company of the general size and type of the Company.

Your employment by the Company will be effective on March 3, 2008 (the “Effective Date”), provided that, on or prior to such date (i) you have executed and delivered to the Company a counterpart signature page to this letter agreement, and (ii) you have provided the Company with written confirmation from The Great Atlantic & Pacific Tea Company, Inc. (“A&P”) satisfactory to the Company to the effect that your employment by the Company does not and will not violate any agreement with A&P or any of its affiliates by which you are bound that in any way purports to restrict your business activities, or that limits your freedom to engage in any line of business or compete with A&P or any of its affiliates.

For so long as you are employed by the Company, excluding any periods of vacation and sick leave to which you are entitled, you will devote your full business time and efforts, to the best of your ability, experience and talent, to the business and affairs of the Company.  You shall not be a member of the board of directors or other comparable governing body of any other entity or be employed by or act as a consultant to, or otherwise directly or indirectly engage in any other business activity on behalf of, any other entity, in each case, without the prior written consent of the Company.

Compensation

Beginning on the Effective Date and for so long as you shall be employed by the Company, you shall receive an annual base salary of $300,000 (the “Annual Base Salary”).  The Annual Base Salary shall be paid in accordance with the customary payroll practices of the Company, subject to customary withholding and other payroll taxes.  For so long as you are employed by the Company, you will be eligible to receive an annual bonus (the “Annual Bonus”) in an amount equal to 50% of your Annual Base Salary, which amount shall be determined in good faith by the Board based on quantitative and qualitative factors (including the Company’s performance relative to its budget for the applicable year) that the Board deems appropriate.  The amount of the Annual Bonus may be a greater or lesser percentage of your Annual Base Salary in the discretion of the Board based on the foregoing factors.  Any Annual Bonus shall be payable if you were employed by the Company on December 31 of the applicable year, and shall be pro rated for the current calendar year.

Options

Pursuant to a Non-Qualified Stock Option Agreement to be entered into between Tops Holding Corporation (“Holdings”) and you (the “Option Agreement”), and subject to the terms and conditions thereof, if you are then employed by the Company, Holdings will grant to you options (the “Options”) exercisable into 1.5% of Holdings’ issued and outstanding shares of common stock, calculated on a fully-diluted basis, on the Effective Date.

The Options will be exercisable, subject to vesting, for ten years from the date of grant.  The Options will have an exercise price per share equal to $1,000, and will vest as to 331/3% on each of the third, fourth and fifth anniversaries of the date of grant.  Upon a Change of Control (as defined in Holdings’ 2007 Stock Incentive Plan (the “Plan”)), subject to the terms and conditions of the Plan, the Options will accelerate and become fully vested.

Benefits

For so long as you are employed by the Company, you will be entitled to participate in all incentive, savings and retirement plans, practices, policies and programs applicable generally to senior executives of the Company and you will be eligible for participation in and will receive all benefits under welfare benefit plans, practices, policies and programs provided by the Company to the extent applicable generally to senior executives of the Company.

The Company will provide moving expenses for you and your wife in accordance with the Company’s customary practices for senior executives and subject to the approval of the Board.  In the event that you are subject to federal, state or local income tax (together, “Taxes”) as a result of the reimbursement of such expenses (the “Reimbursement Amount”), the Company will pay to you an additional amount (the “Gross-Up Payment”), such that the net amount retained by you, after taking into account (A) the payment of any Taxes resulting from the payment of the Reimbursement Amount or any additional Taxes imposed upon the Gross-Up Payment, and (B) the Tax benefit of any deduction or credit arising from the payment of any Taxes referred to in clause (A), shall be equal to the Reimbursement Amount; provided, however, that the Company shall not be responsible for and the Gross-Up Payment shall not

2

include any interest or penalties imposed on you due to your failure to timely or properly file and pay any Taxes due.

You will be entitled to receive reimbursement for all reasonable and documented out-of-pocket expenses incurred by you in connection with the performance of your duties hereunder, in accordance with the policies, practices and procedures of the Company as in effect from time to time.

For so long as you are employed by the Company, the Company shall reimburse you for the reasonable cost of an appropriate automobile, to the extent documented and in accordance with the Company’s policies.

For so long as you are employed by the Company, you will be entitled to holidays and four weeks paid vacation in accordance with the policies of the Company applicable to other senior executives of the Company generally.

Your employment with the Company will be “at-will,” and you understand that either the Company or you may terminate your employment, at any time, with or without Cause (as such term is defined in the Option Agreement), with no prior notice.  No course of action typically followed by the Company, oral statement by any agent of the Company or statement in any benefits or policy manual or similar document describing the Company’s policies or procedures shall eliminate or limit the Company’s right to terminate your employment at any time, with or without Cause, unless such statement is in writing, is signed by an officer of the Company, and explicitly states that it is the intention to change your at-will employment into an employment for a term of years.

Termination

If your employment is terminated without Cause (other than by reason of your death or Disability (as defined in the then-existing disability insurance plan covering you), and other than by reason of your resignation), then the Company will provide you with the following severance payments and/or benefits:

(i)(A) on the date on which you would have received the next installment of your Annual Base Salary following the date on which such termination is effective (the “Termination Date”) had you then been employed by the Company, the Company shall pay to you a lump sum in the amount of your accrued but unpaid Annual Base Salary through the Termination Date, and (B) within 45 days of the Termination Date, the Company shall pay to you a lump sum in the amount of any unpaid reimbursable expenses and any unpaid amounts to which you are entitled pursuant to any of the Company’s or its affiliates’ benefit plans or programs in which you participated while you were employed by the Company (in the manner and in accordance with the terms of such plans and program, in each case through the Termination Date) (“Accrued Obligations”);

(ii)if the Termination Date occurs after you relocate to Buffalo, New York, the Company shall continue to pay you your Annual Base Salary in accordance with customary payroll practices (and subject to customary withholding and payroll taxes) until the first anniversary of the Termination Date (the “Severance Period”); and

3

(iii)at the expense of the Company, you and members of your family shall be entitled to continue your participation in all welfare and benefit plans of the Company or its affiliates in which you were participating immediately prior to the Termination Date (as such benefits are from time to time in effect at the Company or its affiliates), until the earlier of (A) the expiration of the Severance Period and (B) the date that you are eligible to receive coverage and benefits from a new employer; provided, however, that if you are precluded from continuing your participation in any such welfare or benefit plan, then the Company shall pay you the economic equivalent of the benefits provided under such plan for the period specified above, it being understood that the economic equivalent of a benefit foregone shall be deemed to be the cost in the State of New York that would reasonably be incurred by you in obtaining such benefit yourself on an individual basis.

If your employment is terminated by the Company with Cause or by you for any reason, then the Company shall have no further payment obligations to you other than (i) for payment of the Accrued Obligations, and (ii) as otherwise required under the Consolidated Omnibus Budget Reconciliation Act of 1985.

If your employment is terminated due to your death or Disability, then the Company shall have no further payment obligations to you (or your legal representative, as applicable) other than for:  (i) payment of the Accrued Obligations; (ii) continuance of benefits under the Company’s or its affiliates’ disability, life, welfare and benefit plans to the Termination Date; and (iii) as otherwise required under the Consolidated Omnibus Budget Reconciliation Act of 1985.

Termination Obligations

Following the Termination Date, you shall, to the extent reasonably requested by the Company, and except as may be required by applicable law, cooperate in good faith with and assist the Company or any of its affiliates in the pursuit or defense of any claim, administrative charge or cause of action by or against the Company or any of its affiliates as to which you, by virtue of your employment with the Company, have relevant knowledge or information, including by acting as the Company’s representative in any such proceeding.

The Company’s obligations to make any payments hereunder in respect of any termination of your employment, other than payment of the Accrued Obligations, will be conditioned upon your execution and delivery of a customary general release in form and substance satisfactory to the Company.

Notwithstanding anything to the contrary contained herein, upon termination of your employment for any reason, you shall be deemed to have given the Company notice of your resignation from any and all positions as officer of the Company and its affiliates and as member of the board of directors or other similar governing body of the Company and its affiliates, to the extent applicable.

Upon termination of your employment hereunder, you shall return any and all of the Company’s and its affiliates’ property (including, without limitation, all computers, keys, credit cards, identification tags, documents and other proprietary materials) and other materials.

4

Non-Compete/Non-Solicitation/Confidentiality/Assignment of Inventions/Non-Disparagement

For so long as you are employed by the Company and for one (1) year after the Termination Date (the “Non-Compete Period”), you shall not, and shall not permit any of your affiliates to, directly or indirectly, own, manage, control, participate in, consult with, render services for, or in any manner engage in any activity or represent any business whether now existing or hereafter established that competes with (or proposes or plans to compete with) the Company or its affiliates (a “Competitor”) (as determined in good faith by the Board) in any line of business engaged in or under development by the Company; nor shall you entice, induce or encourage any of the Company’s other employees to engage in any activity which, were it done by you, would violate any provision hereof.

During the Non-Compete Period, you agree that you will not, directly or indirectly:  (i) attempt to contact, recruit or solicit any customers of the Company; (ii) enter into any agreement with any party to recruit or solicit such customers; (iii) request any customers of the Company to curtail or cancel their business with the Company; (iv) induce or attempt to induce any employee of the Company to leave the Company’s employment; (v) assist any other person or entity in requesting or inducing any such employee of the Company to leave such employment; or (vi) induce or attempt to induce any employee of the Company to join with you in any capacity, directly or indirectly.

From and after the date hereof (whether or not the conditions to the effectiveness of the Effective Date occur), you will not disclose or use at any time, any Confidential Information of which you are or become aware, whether or not such information is developed by you, except to the extent that such disclosure or use (i) is directly related to and required by your performance in good faith of duties assigned to you by the Company, or (ii) is required by applicable law.  In the event you are requested (by oral questions, interrogatories, requests for information or documents, subpoena, civil investigate demand or similar process) to disclose any part of the Confidential Information, you will notify the Company promptly in writing so that the Company may seek an appropriate protective order.  Any required disclosure made shall be no more extensive than is necessary to meet the minimum requirement imposed on you.  You shall deliver to the Company on the Termination Date, or at any time the Company may request, all memoranda, notes, plans, records, reports, computer tapes and software and other documents and data (and copies thereof) relating to the Confidential Information or the Work Product (as hereinafter defined) of the business of the Company or any of its affiliates which you may then possess or have under your control.

As used in herein, the term “Confidential Information” means information that is not generally known to the public (including the existence and content of this letter agreement) and that is used, developed or obtained by the Company or any of its affiliates in connection with its business, including, but not limited to, information, observations and data obtained by you while employed by the Company or any predecessors thereof (including those obtained prior to the date of hereof) concerning (i) the business or affairs of the Company or such predecessors, (ii) products or services, (iii) fees, costs and pricing structures, (iv) designs, (v) analyses, (vi) drawings, photographs and reports, (vii) computer software, including operating systems, applications and program listings, (viii) flow charts, manuals and documentation, (ix) data bases,

5

(x) accounting and business methods, (xi) inventions, devices, new developments, methods and processes, whether patentable or unpatentable and whether or not reduced to practice, (xii) customers and clients and customer or client lists, (xiii) other copyrightable works, (xiv) all production methods, processes, technology and trade secrets, and (xv) all similar and related information in whatever form.

You hereby assign, transfer and convey to the Company all of your right, title and interest to all inventions discoveries or improvements (whether or not patented, copyrighted or trademarked) conceived or developed by solely by you, or jointly by you with others (“Work Product”), during the period during which you are employed by the Company (and for the Non-Compete Period if and to the extent such Work Product results from any work performed for the Company or any of its affiliates, any use of the Company’s or any of its affiliates’ premises or property or any use of the Company’s or any of its affiliates’ Confidential Information).  You will promptly disclose all Work Product to the Board and perform all actions reasonably requested by the Board (whether prior to or after the Termination Date) to establish and confirm the Company’s ownership of such Work Product (including, without limitation, the execution and delivery of assignments, consents, powers of attorney and other instruments) and to provide reasonable assistance to the Company or any of its affiliates (whether before or after the Termination Date) in connection with the prosecution of any applications for patents, trademarks, trade names, service marks or reissues thereof or in the prosecution or defense of interferences relating to any Work Product.  You recognize and agree that the Work Product, to the extent copyrightable, constitutes works for hire under the copyright laws of the United States or corresponding foreign law.

You agree that, except as may be required by applicable law, you will not make, or cause to be made, any statement, observation or opinion, or communicate any information (whether oral or written), to any person other than the Board, that disparages the Company or any of its affiliates (including, without limitation, Morgan Stanley or any of its affiliates) or is likely in any way to harm the business or the reputation of the Company or any of its affiliates (including, without limitation, Morgan Stanley or any of its affiliates), or any of their respective former, present, or future managers, directors, officers, members, stockholders, employees, vendors, clients, successors or assigns.

If, from and after the Termination Date, you violate any provision of this letter agreement, then the Company’s obligations to make any payments or provide any benefits to you hereunder, other than the obligation to pay the Accrued Obligations, shall be terminated and of no further force or effect, without limiting or affecting your obligations set forth herein under the caption “Non-Compete/Non-Solicitation/Confidentiality/Assignment of Inventions/Non-Disparagement,” or the Company’s other rights and remedies available at law or equity.

Because your services are special, unique and extraordinary and because you have access to Confidential Information and Work Product, the parties hereto agree that money damages would be an inadequate remedy for any breach of this letter agreement.  Therefore, in the event of a breach or threatened breach of this letter agreement, the Company or its successors or assigns may, in addition to other rights and remedies existing in their favor at law or in equity, apply to any court of competent jurisdiction for specific performance and/or injunctive or other

6

relief in order to enforce, or prevent any violations of, the provisions hereof (without posting a bond or other security).

Miscellaneous

Morgan Stanley shall be a third party beneficiary to the agreements made in this letter agreement and shall have the right to enforce such agreements directly against you.  Except as set forth in the preceding sentence, nothing herein is intended to, nor shall it, confer, expressly or by implication, upon any person or entity any right or remedy under or by reason of this letter agreement, whether as a purported third party beneficiary or otherwise.

This letter agreement and the rights and obligations of the parties hereunder shall be governed by and construed in accordance with the laws of the State of New York without giving effect to its conflict of laws principles.

In the event of a breach by you of the provisions of this letter agreement, the Company is hereby authorized at any time and from time to time, to the fullest extent permitted by law, and after ten (10) days prior written notice to you, to set-off and apply any and all amounts at any time held by the Company on your behalf and all indebtedness at any time owing by the Company to you against any and all of your obligations now or hereafter existing.

Kevin, we are delighted to have you on the Tops team.  Frank and I are confident that you will help us make Tops an outstanding business in upstate New York.

[Signature Page Follows]

7

Please acknowledge your agreement by your signature and return a signed copy to me.

	Sincerely,
	TOPS MARKETS, LLC
	By:	/s/ Gary Matthews
		Name: Gary S. Matthews
		Title: Chairman of the Board
AGREED AND ACKNOWLEDGED
This 24 day of January, 2008
/s/ Kevin Darrington
Kevin Darrington
cc: Frank Curci

EX-10.12

Exhibit 10.12

March 25, 2008

Mr. Patrick J. Curran
943 Mortonsberry Drive
Naperville, IL 60540

Dear Pat:

This letter confirms the terms of your employment at Tops Markets, LLC (the “Company”).

General

During the term of your employment with the Company, you will serve as the Senior Vice President of Sales and Merchandising and will report to the Company’s Chief Executive Officer.  You will, subject to the direction and supervision of the Chief Executive Officer and the Board and the Company’s policies in effect from time to time, have supervision and control over, and responsibility for, such management and operational functions of the Company as are normally assigned to a person in such position or as may reasonably change from time to time and shall have such other powers and duties as may from time to time be prescribed by the Chief Executive Officer and the Chairman of the Board, on behalf of the Board, consistent with the duties and authorities normally afforded to a Senior Vice President of Sales and Merchandising of a company of the general size and type of the Company.

Your employment by the Company will be effective on May 4, 2008 (the “Effective Date”), provided that, on or prior to such date (i) you have executed and delivered to the Company a counterpart signature page to this letter agreement, and (ii) you have provided the Company with written confirmation from Kehe Food Distributor, Inc. (“Kehe”) satisfactory to the Company to the effect that your employment by the Company does not and will not violate any agreement with Kehe or any of its affiliates by which you are bound that in any way purports to restrict your business activities, or that limits your freedom to engage in any line of business or compete with Kehe or any of its affiliates.

For so long as you are employed by the Company, excluding any periods of vacation and sick leave to which you are entitled, you will devote your full business time and efforts, to the best of your ability, experience and talent, to the business and affairs of the Company.  You shall not be a member of the board of directors or other comparable governing body of any other entity or be employed by or act as a consultant to, or otherwise directly or indirectly engage in any other business activity on behalf of, any other entity, in each case, without the prior written consent of the Company.

Compensation

Beginning on the Effective Date and for so long as you shall be employed by the Company, you shall receive an annual base salary of $210,000 (the “Annual Base Salary”).  The Annual Base Salary shall be paid in accordance with the customary payroll practices of the Company, subject

to customary withholding and other payroll taxes.  For so long as you are employed by the Company, you will be eligible to receive an annual bonus (the “Annual Bonus”) in an amount equal to 50 % of your Annual Base Salary, which amount shall be determined in good faith by the Board based on quantitative and qualitative factors (including the Company’s performance relative to its budget for the applicable year) that the Board deems appropriate.  The amount of the Annual Bonus may be a greater or lesser percentage of your Annual Base Salary in the discretion of the Board based on the foregoing factors.  Any Annual Bonus shall be payable if you were employed by the Company on December 31 of the applicable year, and shall be pro rated for the current calendar year.

Options

Pursuant to a Non-Qualified Stock Option Agreement to be entered into between Tops Holding Corporation (“Holdings”) and you (the “Option Agreement”), and subject to the terms and conditions thereof, if you are then employed by the Company, Holdings will grant to you options (the “Options”) exercisable into .5 % of Holdings’ issued and outstanding shares of common stock, calculated on a fully-diluted basis, on the Effective Date.

The Options will be exercisable, subject to vesting, for ten years from the date of grant.  The Options will have an exercise price per share equal to $1,000, and will vest as to 33 1/3% on each of the third, fourth and fifth anniversaries of the date of grant.  Upon a Change of Control (as defined in Holdings’ 2007 Stock Incentive Plan (the “Plan”)), subject to the terms and conditions of the Plan, the Options will accelerate and become fully vested.

Benefits

For so long as you are employed by the Company, you will be entitled to participate in all incentive, savings and retirement plans, practices, policies and programs applicable generally to senior executives of the Company and you will be eligible for participation in and will receive all benefits under welfare benefit plans, practices, policies and programs provided by the Company to the extent applicable generally to senior executives of the Company.

The Company will provide moving expenses for you and your wife in accordance with the Company’s customary practices for senior executives and subject to the approval of the Board.  In the event that you are subject to federal, state or local income tax (together, “Taxes”) as a result of the reimbursement of such expenses (the “Reimbursement Amount”), the Company will pay to you an additional amount (the “Gross-Up Payment”), such that the net amount retained by you, after taking into account (A) the payment of any Taxes resulting from the payment of the Reimbursement Amount or any additional Taxes imposed upon the Gross-Up Payment, and (B) the Tax benefit of any deduction or credit arising from the payment of any Taxes referred to in clause (A), shall be equal to the Reimbursement Amount; provided, however, that the Company shall not be responsible for and the Gross-Up Payment shall not include any interest or penalties imposed your due to your failure to timely or properly file and pay any Taxes due.

You will be entitled to receive reimbursement for all reasonable and documented out-of-pocket expenses incurred by you in connection with the performance of your duties hereunder, in

accordance with the policies, practices and procedures of the Company as in effect from time to time.

For so long as you are employed by the Company, the Company shall provide you, with the use of an automobile in accordance with the Company’s policies.

For so long as you are employed by the Company, you will be entitled to holidays and three weeks paid vacation in accordance with the policies of the Company applicable to other senior executives of the Company generally.

Your employment with the Company will be “at-will,” and you understand that either the Company or you may terminate your employment, at any time, with or without Cause (as such term is defined in the Option Agreement), with no prior notice.  No course of action typically followed by the Company, oral statement by any agent of the Company or statement in any benefits or policy manual or similar document describing the Company’s policies or procedures shall eliminate or limit the Company’s right to terminate your employment at any time, with or without Cause, unless such statement is in writing, is signed by an officer of the Company, and explicitly states that it is the intention to change your at-will employment into an employment for a term of years.

Termination

If your employment is terminated without Cause (other than by reason of your death or Disability (as defined in the then-existing disability insurance plan covering you), and other than by reason of your resignation), then the Company will provide you with the following severance payments and/or benefits:

(i)  (A) on the date on which you would have received the next installment of your Annual Base Salary following the date on which such termination is effective (the “Termination Date”) had you then been employed by the Company, the Company shall pay to you a lump sum in the amount of your accrued but unpaid Annual Base Salary through the Termination Date, and (B) within 45 days of the Termination Date, the Company shall pay to you a lump sum in the amount of any unpaid reimbursable expenses and any unpaid amounts to which you are entitled pursuant to any of the Company’s or its affiliates’ benefit plans or programs in which you participated while you were employed by the Company (in the manner and in accordance with the terms of such plans and program, in each case through the Termination Date) (“Accrued Obligations”);

(ii)  If the Termination Date occurs after you relocate to Buffalo, New York, the Company shall continue to pay you your Annual Base Salary in accordance with customary payroll practices (and subject to customary withholding and payroll taxes) until the first anniversary of the Termination Date (the “Severance Period”); and

(iii)  At the expense of the Company, you and members of your family shall be entitled to continue your participation in all welfare and benefit plans of the Company or its affiliates in which you were participating immediately prior to the Termination Date (as such benefits are from time to time in effect at the Company or its affiliates), until the earlier of (A) the expiration of the Severance Period and (B) the date that you are eligible to receive coverage and benefits

from a new employer; provided, however, that if you are precluded from continuing your participation in any such welfare or benefit plan, then the Company shall pay you the economic equivalent of the benefits provided under such plan for the period specified above, it being understood that the economic equivalent of a benefit foregone shall be deemed to be the cost in the State of New York that would reasonably be incurred by you in obtaining such benefit yourself on an individual basis.

If your employment is terminated by the Company with Cause or by you for any reason, then the Company shall have no further payment obligations to you other than (i) for payment of the Accrued Obligations, and (ii) as otherwise required under the Consolidated Omnibus Budget Reconciliation Act of 1985.

If your employment is terminated due to your death or Disability, then the Company shall have no further payment obligations to you (or your legal representative, as applicable) other than for:  (i) payment of the Accrued Obligations; (ii) continuance of benefits under the Company’s or its affiliates’ disability, life, welfare and benefit plans to the Termination Date; and (iii) as otherwise required under the Consolidated Omnibus Budget Reconciliation Act of 1985.

Termination Obligations

Following the Termination Date, you shall, to the extent reasonably requested by the Company, and except as may be required by applicable law, cooperate in good faith with and assist the Company or any of its affiliates in the pursuit or defense of any claim, administrative charge or cause of action by or against the Company or any of its affiliates as to which you, by virtue of your employment with the Company, have relevant knowledge or information, including by acting as the Company’s representative in any such proceeding.

The Company’s obligations to make any payments hereunder in respect of any termination of your employment, other than payment of the Accrued Obligations, will be conditioned upon your execution and delivery of a customary general release in form and substance satisfactory to the Company.

Notwithstanding anything to the contrary contained herein, upon termination of your employment for any reason, you shall be deemed to have given the Company notice of your resignation from any and all positions as officer of the Company and its affiliates and as member of the board of directors or other similar governing body of the Company and its affiliates, to the extent applicable.

Upon termination of your employment hereunder, you shall return any and all of the Company’s and its affiliates’ property (including, without limitation, all computers, keys, credit cards, identification tags, documents and other proprietary materials) and other materials.

Non-Compete/Non-Solicitation/Confidentiality/Assignment of Inventions/ Non-Disparagement

For so long as you are employed by the Company and for one (1) year after the Termination Date (the “Non-Compete Period”), you shall not, and shall not permit any of your affiliates to, directly or indirectly, own, manage, control, participate in, consult with, render services for, or in any

manner engage in any activity or represent any business whether now existing or hereafter established that competes with (or proposes or plans to compete with) the Company or its affiliates (a “Competitor”) (as determined in good faith by the Board) in any line of business engaged in or under development by the Company; nor shall you entice, induce or encourage any of the Company’s other employees to engage in any activity which, were it done by you, would violate any provision hereof.

During the Non-Compete Period, you agree that you will not, directly or indirectly:  (i) attempt to contact, recruit or solicit any customers of the Company; (ii) enter into any agreement with any party to recruit or solicit such customers; (iii) request any customers of the Company to curtail or cancel their business with the Company; (iv) induce or attempt to induce any employee of the Company to leave the Company’s employment; (v) assist any other person or entity in requesting or inducing any such employee of the Company to leave such employment; or (vi) induce or attempt to induce any employee of the Company to join with you in any capacity, directly or indirectly.

From and after the date hereof (whether or not the conditions to the effectiveness of the Effective Date occur), you will not disclose or use at any time, any Confidential Information of which you are or become aware, whether or not such information is developed by you, except to the extent that such disclosure or use (i) is directly related to and required by your performance in good faith of duties assigned to you by the Company, or (ii) is required by applicable law.  In the event you are requested (by oral questions, interrogatories, requests for information or documents, subpoena, civil investigate demand or similar process) to disclose any part of the Confidential Information, you will notify the Company promptly in writing so that the Company may seek an appropriate protective order.  Any required disclosure made shall be no more extensive than is necessary to meet the minimum requirement imposed on you.  You shall deliver to the Company on the Termination Date, or at any time the Company may request, all memoranda, notes, plans, records, reports, computer tapes and software and other documents and data (and copies thereof) relating to the Confidential Information or the Work Product (as hereinafter defined) of the business of the Company or any of its affiliates which you may then possess or have under your control.

As used in herein, the term “Confidential Information” means information that is not generally known to the public (including the existence and content of this letter agreement) and that is used, developed or obtained by the Company or any of its affiliates in connection with its business, including, but not limited to, information, observations and data obtained by you while employed by the Company or any predecessors thereof (including those obtained prior to the date of hereof) concerning (i) the business or affairs of the Company or such predecessors, (ii) products or services, (iii) fees, costs and pricing structures, (iv) designs, (v) analyses, (vi) drawings, photographs and reports, (vii) computer software, including operating systems, applications and program listings, (viii) flow charts, manuals and documentation, (ix) data bases, (x) accounting and business methods, (xi) inventions, devices, new developments, methods and processes, whether patentable or unpatentable and whether or not reduced to practice, (xii) customers and clients and customer or client lists, (xiii) other copyrightable works, (xiv) all production methods, processes, technology and trade secrets, and (xv) all similar and related information in whatever form.

You hereby assign, transfer and convey to the Company all of your right, title and interest to all inventions discoveries or improvements (whether or not patented, copyrighted or trademarked) conceived or developed by solely by you, or jointly by you with others (“Work Product”), during the period during which you are employed by the Company (and for the Non-Compete Period if and to the extent such Work Product results from any work performed for the Company or any of its affiliates, any use of the Company’s or any of its affiliates’ premises or property or any use of the Company’s or any of its affiliates’ Confidential Information).  You will promptly disclose all Work Product to the Board and perform all actions reasonably requested by the Board (whether prior to or after the Termination Date) to establish and confirm the Company’s ownership of such Work Product (including, without limitation, the execution and delivery of assignments, consents, powers of attorney and other instruments) and to provide reasonable assistance to the Company or any of its affiliates (whether before or after the Termination Date) in connection with the prosecution of any applications for patents, trademarks, trade names, service marks or reissues thereof or in the prosecution or defense of interferences relating to any Work Product. You recognize and agree that the Work Product, to the extent copyrightable, constitutes works for hire under the copyright laws of the United States or corresponding foreign law.

You agree that, except as may be required by applicable law, you will not make, or cause to be made, any statement, observation or opinion, or communicate any information (whether oral or written), to any person other than the Board, that disparages the Company or any of its affiliates (including, without limitation, Morgan Stanley or any of its affiliates) or is likely in any way to harm the business or the reputation of the Company or any of its affiliates (including, without limitation, Morgan Stanley or any of its affiliates), or any of their respective former, present, or future managers, directors, officers, members, stockholders, employees, vendors, clients, successors or assigns.

If, from and after the Termination Date, you violate any provision of this letter agreement, then the Company’s obligations to make any payments or provide any benefits to you hereunder, other than the obligation to pay the Accrued Obligations, shall be terminated and of no further force or effect, without limiting or affecting your obligations set forth herein under the caption “Non-Compete/Non-Solicitation/Confidentiality/Assignment of Inventions/ Non-Disparagement,” or the Company’s other rights and remedies available at law or equity.

Because your services are special, unique and extraordinary and because you have access to Confidential Information and Work Product, the parties hereto agree that money damages would be an inadequate remedy for any breach of this letter agreement.  Therefore, in the event of a breach or threatened breach of this letter agreement, the Company or its successors or assigns may, in addition to other rights and remedies existing in their favor at law or in equity, apply to any court of competent jurisdiction for specific performance and/or injunctive or other relief in order to enforce, or prevent any violations of, the provisions hereof (without posting a bond or other security).

Miscellaneous

Morgan Stanley shall be a third party beneficiary to the agreements made in this letter agreement and shall have the right to enforce such agreements directly against you.  Except as set forth in the preceding sentence, nothing herein is intended to, nor shall it, confer, expressly or by

implication, upon any person or entity any right or remedy under or by reason of this letter agreement, whether as a purported third party beneficiary or otherwise.

This letter agreement and the rights and obligations of the parties hereunder shall be governed by and construed in accordance with the laws of the State of New York without giving effect to its conflict of laws principles.

In the event of a breach by you of the provisions of this letter agreement, the Company is hereby authorized at any time and from time to time, to the fullest extent permitted by law, and after ten (10) days prior written notice to you, to set-off and apply any and all amounts at any time held by the Company on your behalf and all indebtedness at any time owing by the Company to you against any and all of your obligations now or hereafter existing.

Pat, we are delighted to have you on the Tops team.  Gary and I are confident that you will help us make Tops an outstanding business in upstate New York.

Please acknowledge your agreement by your signature and return a signed copy to me.

	Sincerely,
	TOPS MARKETS, LLC
	By:	/s/ Frank Curci
		Name:  Frank Curci
		Title:  Chief Executive Officer
AGREED AND ACKNOWLEDGED
This 25 day of March, 2008
/s/ Patrick J. Curran
Patrick J. Curran
cc:  Gary Matthews

EX-12.1

Exhibit 12.1

TOPS HOLDING CORPORATION

Ratio of Earnings to Fixed Charges

The following table sets forth our ratio of consolidated earnings to consolidated fixed charges for the 16-week periods ended April 24, 2010 and April 18, 2009, and for Fiscal 2009, Fiscal 2008, the Fiscal 2007 Successor Period, the Fiscal 2007 Predecessor Period and Fiscal 2006 (in thousands, except ratio data).

	Tops Holding Corporation														Tops Markets, LLC
													Fiscal
													2007		Fiscal 2007
	16-Week Periods Ended												Successor		Predecessor
	April 24,			April 18,			Fiscal 2009			Fiscal 2008			Period		Period			Fiscal
	2010			2009			(53 weeks)			(52 weeks)			(4 weeks)		(48 weeks)(1)			2006(1)
Earnings:
Pre-tax (loss) income	$	(1,379	)	$	(3,660	)	$	(20,308	)	$	(17,160	)	$	1,979	$	(54,777	)	$	(25,769	)
Plus:
Fixed charges	20,852			14,283			50,838			48,285			3,202		50,781			38,272
Amortization of capitalized interest	88			88			269			175			13		29			32
Less:
Interest capitalized	—			—			—			507			—		—			—
Total available earnings	$	19,561		$	10,711		$	30,799		$	30,793		$	5,194	$	(3,967	)	$	12,535
Fixed Charges:
Interest expensed	$	17,378		$	12,065		$	42,970		$	40,503		$	2,763	$	46,883		$	34,510
Interest capitalized	—			—			—			507			—		—			—
Amortization of discounts/ capitalized costs	801			370			1,466			1,401			76		4			—
Interest in rental expenses	2,673			1,848			6,402			5,874			363		3,894			3,762
Total fixed charges:	$	20,852		$	14,283		$	50,838		$	48,285		$	3,202	$	50,781		$	38,272
Deficiency	$	(1,291	)	$	(3,572	)	$	(20,039	)	$	(17,492	)			$	(54,748	)	$	(25,737	)
Ratio of earnings to fixed charges	(A)			(B)			(C)			(D)			1.62		(E)			(F)

(A)Due to registrant’s loss in the 16-week period ended April 24, 2010, the ratio coverage was less than 1:1.  The registrant must generate additional earnings of $1,291 to achieve a coverage ratio of 1:1.

(B)Due to registrant’s loss in the 16-week period ended April 18, 2009, the ratio coverage was less than 1:1.  The registrant must generate additional earnings of $3,572 to achieve a coverage ratio of 1:1.

(C)Due to the registrant’s loss in Fiscal 2009, the ratio coverage was less than 1:1.  The registrant must generate additional earnings of $20,039 to achieve a coverage ratio of 1:1.

(D)Due to the registrant’s loss in Fiscal 2008, the ratio coverage was less than 1:1.  The registrant must generate additional earnings of $17,492 to achieve a coverage ratio of 1:1.

(E)Due to the registrant’s loss in the Fiscal 2007 Predecessor Period, the ratio coverage was less than 1:1.  The registrant must generate additional earnings of $54,748 to achieve a coverage ratio of 1:1.

(F)Due to the registrant’s loss in Fiscal 2006, the ratio coverage was less than 1:1.  The registrant must generate additional earnings of $25,737 to achieve a coverage ratio of 1:1.

(1)The operating results during these periods represent those of Tops Markets, LLC under the ownership of Koninklijke Ahold N.V.

1

EX-21.1

Exhibit 21.1

Subsidiaries of Tops Holding Corporation

Name	State or Other Jurisdiction of Incorporation or Organization
Tops Markets, LLC	New York
Tops PT, LLC	New York
Tops Gift Card Company, LLC	Virginia

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders of

Tops Holding Corporation

Buffalo, New York

We consent to the use in this Registration Statement on Form S-4 of our report dated April 14, 2010 (except for Note 20, as to which the date is July 9, 2010), relating to the consolidated financial statements and consolidated financial statement schedules of Tops Holding Corporation and subsidiaries (which report expresses an unqualified opinion and includes an explanatory paragraph relating to the acquisition of Tops Markets, LLC by Tops Holding Corporation and subsidiaries as discussed in Notes 1 and 2 to the consolidated financial statements) appearing in the Prospectus, which is a part of this Registration Statement.

We also consent to the reference to us under the heading “Experts” in such Prospectus.

/s/ Deloitte & Touche LLP

Buffalo, New York

July 9, 2010

EX-23.2

Exhibit 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the reference to our firm under the caption “Experts” and to the use of our report dated April 16, 2009 (except for Note 19, as to which the date is January 29, 2010) with respect to the financial statements of The Penn Traffic Company included in the Registration Statement on Form S-4 and related Prospectus of Tops Holding Corporation for the registration of $350,000,000 of its 10.125% Senior Secured Notes due 2015.

New York, New York

July 8, 2010

EX-25.1

Exhibit 25.1

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM T-1

STATEMENT OF ELIGIBILITY UNDER

THE TRUST INDENTURE ACT OF 1939 OF A

CORPORATION DESIGNATED TO ACT AS TRUSTEE

Check if an Application to Determine Eligibility of

a Trustee Pursuant to Section 305(b)(2)

U.S. BANK NATIONAL ASSOCIATION

(Exact name of Trustee as specified in its charter)

31-0841368

I.R.S. Employer Identification No.

800 Nicollet Mall Minneapolis, Minnesota	55402
(Address of principal executive offices)	(Zip Code)

Beverly A. Freeney

U.S. Bank National Association

100 Wall Street, Suite 1600

New York, New York 10005

(212) 361-2893

(Name, address and telephone number of agent for service)

TOPS HOLDING CORPORATION

TOPS MARKETS, LLC

(Issuers with respect to the Securities)

Delaware New York	26-1252536 16-1592810
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

6363 Main Street Williamsville, New York	14221
(Address of Principal Executive Offices)	(Zip Code)

Tops PT, LLC (1)

Tops Gift Card Company, LLC (1)

(Exact name of Guarantor as specified in it charter)

New York	27-1702050
Virginia	26-3346105
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

(1) Guarantor’s address is 6363 Main Street, Williamsville, New York 14221

(Address, Including Zip Code, of Registrant’s Principal Executive Offices)

10.125% Senior Secured Notes due 2015

FORM T-1

Item 1.GENERAL INFORMATION.  Furnish the following information as to the Trustee.

a)Name and address of each examining or supervising authority to which it is subject.

Comptroller of the Currency

Washington, D.C.

b)Whether it is authorized to exercise corporate trust powers.

Yes

Item 2.AFFILIATIONS WITH OBLIGOR.  If the obligor is an affiliate of the Trustee, describe each such affiliation.

None

Items 3-15Items 3-15 are not applicable because to the best of the Trustee’s knowledge, the obligor is not in default under any Indenture for which the Trustee acts as Trustee.

Item 16.LIST OF EXHIBITS:  List below all exhibits filed as a part of this statement of eligibility and qualification.

1.A copy of the Articles of Association of the Trustee.*

2.A copy of the certificate of authority of the Trustee to commence business.*

3.A copy of the certificate of authority of the Trustee to exercise corporate trust powers.*

4.A copy of the existing bylaws of the Trustee.**

5.A copy of each Indenture referred to in Item 4.  Not applicable.

6.The consent of the Trustee required by Section 321(b) of the Trust Indenture Act of 1939, attached as Exhibit 6.

7.Report of Condition of the Trustee as of March 31, 2010 published pursuant to law or the requirements of its supervising or examining authority, attached as Exhibit 7.

* Incorporated by reference to Exhibit 25.1 to Amendment No. 2 to registration statement on S-4, Registration Number 333-128217 filed on November 15, 2005.

** Incorporated by reference to Exhibit 25.1 to registration statement on S-4, Registration Number 333-145601 filed on August 21, 2007.

2

SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the Trustee, U.S. BANK NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility and qualification to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of New York, State of New York on the 9th of July, 2010.

By:	/s/ Beverly A. Freeney
	Beverly A. Freeney
	Vice President

By:	/s/K. Wendy Kumar
	K. Wendy Kumar
	Vice President

3

Exhibit 6

CONSENT

In accordance with Section 321(b) of the Trust Indenture Act of 1939, the undersigned, U.S. BANK NATIONAL ASSOCIATION hereby consents that reports of examination of the undersigned by Federal, State, Territorial or District authorities may be furnished by such authorities to the Securities and Exchange Commission upon its request therefor.

Dated:   July 9, 2010
	By:	/s/ Beverly A. Freeney
		Beverly A. Freeney
		Vice President

By:	/s/ K. Wendy Kumar
	K. Wendy Kumar
	Vice President

4

Exhibit 7

U.S. Bank National Association

Statement of Financial Condition

Exhibit 7

As of 3/31/2010

($000’s)

	3/31/2010
Assets
Cash and Balances Due From Depository Institutions	$	8,396,049
Securities	45,269,095
Federal Funds	3,774,651
Loans & Lease Financing Receivables	180,918,939
Fixed Assets	5,108,242
Intangible Assets	13,355,160
Other Assets	20,687,148
Total Assets	$	277,509,284
Liabilities
Deposits	$	194,167,405
Fed Funds	9,849,249
Treasury Demand Notes	0
Trading Liabilities	362,519
Other Borrowed Money	31,906,386
Acceptances	0
Subordinated Notes and Debentures	7,629,967
Other Liabilities	6,648,045
Total Liabilities	$	250,563,571
Equity
Minority Interest in Subsidiaries	$	1,611,596
Common and Preferred Stock	18,200
Surplus	12,642,020
Undivided Profits	12,673,897
Total Equity Capital	$	26,945,713
Total Liabilities and Equity Capital	$	277,509,284

To the best of the undersigned’s determination, as of the date hereof, the above financial information is true and correct.

U.S. Bank National Association

By:	/s/ Beverly A. Freeney
	Vice President
Date:	July 9, 2010

5

EX-99.1

QuickLinks -- Click here to rapidly navigate through this document

Exhibit 99.1

Tops Holding Corporation
Tops Markets, LLC

LETTER OF TRANSMITTAL FOR THE
OFFER TO EXCHANGE

all outstanding unregistered 10.125% Senior Secured Notes due 2015
($350,000,000 aggregate principal amount)

for

10.125% Senior Secured Notes due 2015
that have been registered under the Securities Act of 1933

Fully and unconditionally guaranteed as to payment of principal
and interest by the guarantors

        The exchange offer will expire at 5:00 p.m., New York City time, on                        , 2010 unless the exchange offer is extended by Tops Holding Corporation and Tops Markets, LLC (collectively, the "Company") in its sole discretion. 

        Tenders of unregistered notes may be withdrawn at any time prior to 5:00 p.m., New York City time, on the Expiration Date (as defined below).

Deliver To:

By Mail, Hand, Courier or Overnight Delivery:

U.S. Bank National Association
West Side Flats Operations Center
Attn.: Specialized Finance
60 Livingston Avenue
Mail Station—EP-MN-WS2N
St. Paul, Minnesota 55107-2292

By Facsimile (for Eligible Institutions Only):

(651) 495-8158

For Information or Confirmation by Telephone:

(651) 495-3511

Delivery of this letter of transmittal to an address, or transmission via facsimile, other than to the exchange agent as set forth above, will not constitute a valid delivery. The method of delivery of all documents, including certificates, is at the risk of the holder. Instead of delivery by mail, we recommend that holders use an overnight or hand delivery service. If delivery is by mail, we recommend the use of registered mail with return receipt requested, properly insured. You should read the instructions accompanying this letter of transmittal carefully before you complete this letter of transmittal.

        The undersigned acknowledges that he or she has received the prospectus dated                        , 2010 of the Company and this letter of transmittal and the instructions hereto, which together constitute the Company's offer to exchange:

•

$350,000,000 aggregate principal amount of unregistered 10.125% Senior Secured Notes due 2015 for 10.125% Senior Secured Notes due 2015 which have been registered under the Securities Act of 1933, as amended, pursuant to a registration statement of which the prospectus is a part. The outstanding unregistered 10.125% Senior Secured Notes due 2015 have CUSIP numbers 89078W AA7 or U89075 AA8.

        The term "Expiration Date" shall mean 5:00 p.m., New York City time, on                        , 2010, unless the Company in its sole discretion, extends the exchange offer, in which case the term shall mean the latest date and time to which the exchange offer is extended. Whenever we refer to the unregistered 10.125% Senior Secured Notes due 2015, we will refer to them as the "unregistered notes." Whenever we refer to 10.125% Senior Secured Notes due 2015, the offer of which has been registered under the Securities Act, we will refer to them as the "exchange notes." All other terms used but not defined herein have the meaning given to them in the prospectus.

        This letter of transmittal is to be used if (1) certificates representing unregistered notes are to be physically delivered to the exchange agent by Holders (as defined below) or (2) tender of the unregistered notes is to be made by Holders according to the guaranteed delivery procedures set forth in the prospectus under "The Exchange Offer—Guaranteed Delivery Procedures." Delivery of this letter of transmittal and any other required documents must be made to the exchange agent. Delivery of documents to The Depository Trust Company ("DTC") does not constitute delivery to the exchange agent.

        The term "Holder" as used herein means any person in whose name unregistered notes are registered on the books of the Company or any other person who has obtained a properly completed bond power from the registered holder.

        Any Holder of unregistered notes who wishes to tender such unregistered notes must, prior to the Expiration Date, either: (1) complete, sign and deliver this letter of transmittal, or a facsimile thereof, to the exchange agent in person or to the address or facsimile number set forth above and tender (and not withdraw) such unregistered notes, or (2) if a tender of unregistered notes is to be made by book-entry transfer to the account maintained by the exchange agent at DTC, confirm such book-entry transfer, including the delivery of an agent's message (a "Book-Entry Confirmation"), in each case in accordance with the procedures for tendering described in the instructions to this letter of transmittal.

        Holders of unregistered notes whose certificates are not immediately available or who are unable to deliver their certificates or Book-Entry Confirmation and all other documents required by this letter of transmittal to the exchange agent on or prior to the Expiration Date must tender their unregistered notes according to the guaranteed delivery procedures set forth under the caption "The Exchange Offer—Guaranteed Delivery Procedures" in the prospectus. (See Instruction 1.)

        Upon the terms and subject to the conditions of the exchange offer, the acceptance for exchange of the unregistered notes validly tendered and not withdrawn and the issuance of the exchange notes will be made promptly following the Expiration Date. For the purposes of the exchange offer, the Company shall be deemed to have accepted for exchange validly tendered unregistered notes when, as and if the Company has given written notice thereof to the exchange agent.

        The undersigned has completed, executed and delivered this letter of transmittal to indicate the action the undersigned desires to take with respect to the exchange offer.

Please read this entire letter of transmittal and the prospectus carefully before checking any box below. The instructions included in this letter of transmittal must be followed. Questions and requests for assistance or for additional copies of the prospectus, this letter of transmittal and the notice of guaranteed delivery may be directed to the exchange agent. See Instruction 11.

Holders who wish to accept the exchange offer and tender their unregistered notes must complete this letter of transmittal in its entirety and comply with all of its terms.

2

        Please list below the unregistered notes to which this letter of transmittal relates. If the space provided below is inadequate, the certificate numbers and principal amounts should be listed on a separate signed schedule, attached hereto. All tenders must be in minimum denominations of $2,000 and larger integral multiples of $1,000.

DESCRIPTION OF UNREGISTERED 10.125% SENIOR SECURED NOTES DUE 2015
Name(s) and Address(es) of Holder(s) (please fill in, if blank)		Type of Security Tendered	Certificate Number(s) (attach signed list, if necessary)	Aggregate Principal Amount Tendered
	Total principal amount of unregistered notes tendered:

o

Check here if tendered unregistered notes are being delivered by DTC to the exchange agent's account at DTC and complete the following:

        Name of tendering institution:

        DTC book-entry account:

        Transaction code no.:

        Holders who wish to tender their unregistered notes and (1) whose unregistered notes are not immediately available, or (2) who cannot deliver their unregistered notes, the letter of transmittal or any other required documents to the exchange agent prior to the Expiration Date, or cannot complete the procedure for book-entry transfer on a timely basis, may effect a tender according to the guaranteed delivery procedures set forth in the prospectus under the caption "The Exchange Offer—Guaranteed Delivery Procedures."

o

Check here if tendered unregistered notes are being delivered pursuant to a notice of guaranteed delivery previously delivered to the exchange agent and complete the following:

        Name(s) of holder(s) of unregistered notes:

        Date of execution of notice of guaranteed delivery:

        DTC book-entry account:

        If delivered by book-entry transfer:

        Name of tendering institution:

        Transaction code no.:

3

Ladies and Gentlemen:

        Subject to the terms and conditions of the exchange offer, the undersigned hereby tenders to the Company the principal amount of unregistered notes indicated above. Subject to and effective upon the acceptance for exchange of the principal amount of unregistered notes tendered hereby in accordance with this letter of transmittal and the accompanying instructions, the undersigned sells, assigns and transfers to, or upon the order of, the Company all right, title and interest in and to the unregistered notes tendered hereby. The undersigned hereby irrevocably constitutes and appoints the exchange agent its agent and attorney-in-fact (with full knowledge that the exchange agent also acts as agent of the Company and as trustee under the indenture for the unregistered notes and the exchange notes) with respect to the tendered unregistered notes with full power of substitution to (1) deliver certificates for such unregistered notes to the Company, or transfer ownership of such unregistered notes on the account books maintained by DTC, together with all accompanying evidences of transfer and authenticity to, or upon the order of, the Company and (2) present such unregistered notes for transfer on the books of the Company and receive all benefits and otherwise exercise all rights of beneficial ownership of such unregistered notes, all in accordance with the terms of the exchange offer. The power of attorney granted in this paragraph shall be deemed irrevocable and coupled with an interest.

        The undersigned hereby represents and warrants that he or she has full power and authority to tender, exchange, sell, assign and transfer the unregistered notes tendered hereby and to acquire the exchange notes issuable upon the exchange of the unregistered notes, and that the Company will acquire good and unencumbered title thereto, free and clear of all liens, restrictions, charges and encumbrances and not subject to any adverse claim, when the same are acquired by the Company. The undersigned also acknowledges that this exchange offer is being made in reliance upon an interpretation by the staff of the Securities and Exchange Commission that the exchange notes issued in exchange for the unregistered notes pursuant to the exchange offer may be offered for sale, resold and otherwise transferred by holders thereof (other than a broker-dealer who purchased such unregistered notes directly from the Company for resale pursuant to Rule 144A or any other available exemption under the Securities Act or a holder that is an "affiliate" of the Company as defined in Rule 405 under the Securities Act) without compliance with the registration and prospectus delivery provisions of the Securities Act, provided that such exchange notes are acquired by a non-affiliate in the ordinary course of such holder's business and such holders have no arrangement or understanding with any person to participate in the distribution of such exchange notes.

        The undersigned Holder represents and warrants that

(a)

the exchange notes acquired pursuant to the exchange offer are being acquired in the ordinary course of business of the person receiving the exchange notes, whether or not the person is the Holder,



(b)

neither the undersigned Holder nor any other recipient of the exchange notes (if different than the Holder) is engaged in, intends to engage in, or has any arrangement or understanding with any person to participate in, the distribution of the unregistered notes or exchange notes,



(c)

neither the undersigned Holder nor any other recipient is an "affiliate" of the Company as defined in Rule 405 promulgated under the Securities Act or, if the Holder or such recipient is an affiliate, that the Holder or such recipient will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable,



(d)

if the undersigned is a broker-dealer, it has not entered into any arrangement or understanding with the Company or any "affiliate" of the Company as defined in Rule 405 promulgated under the Securities Act to distribute the exchange notes,



(e)

if the undersigned is a broker-dealer, the undersigned further represents and warrants that, if it will receive exchange notes for its own account in exchange for unregistered notes that were acquired as a result of market-making activities or other trading activities, the undersigned will deliver a prospectus meeting the requirements of the Securities Act (for which purposes, the delivery of the prospectus, as the same may be hereafter supplemented or amended, shall be sufficient) in connection with any resale of exchange notes received in the exchange offer, and



(f)

the undersigned Holder is not acting on behalf of any person or entity that could not truthfully make these representations.

4

        Any broker-dealer acknowledging that it will deliver, and by delivering, a prospectus meeting the requirements of the Securities Act in connection with any resale of exchange notes, will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act.

        The undersigned will, upon request, execute and deliver any additional documents deemed by the exchange agent or the Company to be necessary or desirable to complete the exchange, assignment and transfer of the unregistered notes tendered hereby or transfer of ownership of such unregistered notes on the account books maintained by a book-entry transfer facility.

        The undersigned understands and agrees that the Company reserves the right not to accept tendered unregistered notes from any tendering Holder if the Company determines, in its sole and absolute discretion, that its ability to proceed with the exchange offer would be impaired by a pending or threatened action or proceeding with respect to the exchange offer or that such acceptance could result in a violation of applicable securities laws.

        For purposes of the exchange offer, the Company shall be deemed to have accepted validly tendered unregistered notes when, as and if the Company has given oral or written notice thereof to the exchange agent. If any tendered unregistered notes are not accepted for exchange pursuant to the exchange offer for any reason, such unaccepted or non-exchanged unregistered notes will be returned to the address shown below or to a different address as may be indicated herein under "Special Delivery Instructions," without expense to the tendering Holder thereof, (or, in the case of tender by book-entry transfer into the exchange agent's account at the book-entry transfer facility pursuant to the book-entry transfer procedures described in the prospectus under the "The Exchange Offer—Book-Entry Transfer," such non-exchanged notes will be credited to an account maintained with such book-entry transfer facility) as promptly as practicable after the expiration or termination of the exchange offer.

        The undersigned understands and acknowledges that the Company reserves the right in its sole discretion to purchase or make offers for any unregistered notes that remain outstanding subsequent to the Expiration Date or, as set forth in the prospectus under the caption "The Exchange Offer—Expiration Date; Extensions; Amendment; Termination," to terminate the exchange offer and, to the extent permitted by applicable law, purchase unregistered notes in the open market, in privately negotiated transactions or otherwise. The terms of any such purchases or offers could differ from the terms of the exchange offer.

        The undersigned understands that tenders of unregistered notes pursuant to the procedures described under the caption "The Exchange Offer—Procedures for Tendering" in the prospectus and in the instructions hereto will constitute a binding agreement between the undersigned and the Company upon the terms and subject to the conditions of the exchange offer. The undersigned also agrees that acceptance of any tendered unregistered notes by the Company and the issuance of exchange notes in exchange therefor shall constitute performance in full by the Company of its obligations under the exchange offer and Registration Rights Agreement and that, upon the issuance of the exchange notes, the Company will have no further obligations or liabilities thereunder (except in certain limited circumstances).

        All authority conferred or agreed to be conferred by this letter of transmittal shall survive the death, incapacity or dissolution of the undersigned and every obligation under this letter of transmittal shall be binding upon the undersigned's heirs, personal representatives, successors and assigns. This tender may be withdrawn only in accordance with the procedures set forth in the prospectus and in this letter of transmittal.

        By acceptance of the exchange offer, each broker-dealer that receives exchange notes pursuant to the exchange offer hereby acknowledges and agrees that, upon the receipt of notice by the Company of the happening of any event that makes any statement in the prospectus untrue in any material respect or that requires the making of any changes in the prospectus in order to make the statements therein not misleading (which notice the Company agrees to deliver promptly to such broker-dealer), such broker-dealer will suspend use of the prospectus until the Company has amended or supplemented the prospectus to correct such misstatement or omission and has furnished copies of the amended or supplemented prospectus to such broker-dealer.

        The undersigned understands and agrees that unless he or she otherwise indicates under "Special Registration Instructions," the certificates representing the exchange notes issued in exchange for the unregistered notes will be issued and any unregistered notes not tendered or not exchanged will be returned in the name(s) of the undersigned (or in either such event in the case of unregistered notes tendered by DTC, by credit to the respective account at DTC). Similarly, unless otherwise indicated under "Special Delivery Instructions," the certificates representing the exchange notes issued in exchange for the unregistered notes will be sent and any unregistered notes not tendered or not exchanged (and accompanying documents, as appropriate) will be returned

5

to the undersigned at the address shown below the undersigned's signatures, unless, in either event, tender is being made through DTC. In the event that both "Special Registration Instructions" and "Special Delivery Instructions" are completed, the certificates representing the exchange notes issued in exchange for the unregistered notes will be issued and any unregistered notes not tendered or not exchanged will be returned in the name(s) of, and said certificates will be sent to, the person(s) so indicated. The undersigned recognizes that the Company has no obligations pursuant to the "Special Registration Instructions" and "Special Delivery Instructions" to transfer any unregistered notes from the name of the registered holder(s) thereof if the Company does not accept for exchange any of the unregistered notes so tendered.

        Holders who wish to tender the unregistered notes and (1) whose unregistered notes are not immediately available or (2) who cannot deliver their unregistered notes, this letter of transmittal or any other documents required hereby to the exchange agent prior to the Expiration Date may tender their unregistered notes according to the guaranteed delivery procedures set forth in the prospectus under the caption "The Exchange Offer—Guaranteed Delivery Procedures" and the Notice of Guaranteed Delivery. (See Instruction 2.)

6

PLEASE SIGN HERE WHETHER OR NOT TENDER
IS TO BE MADE PURSUANT TO THE GUARANTEED DELIVERY PROCEDURES.

(To be completed by all tendering Holders of unregistered notes regardless
of whether unregistered notes are being physically delivered herewith)

        This letter of transmittal must be signed by the registered Holder(s) of unregistered notes exactly as its (their) name(s) appear(s) on certificate(s) of unregistered notes or, if tendered by a participant in DTC, exactly as such participant's name appears on its security position listing it as the owner of unregistered notes, or by the person(s) authorized to become the registered Holder(s) by endorsements and documents transmitted with this letter of transmittal. If the unregistered notes to which this letter of transmittal relates are held of record by two or more joint Holders, then all such Holders must sign this letter of transmittal. If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or other person acting in a fiduciary or representative capacity, then such person must set forth his or her full title below under "Capacity" and submit evidence satisfactory to the Company of such person's authority to so act. (See Instruction 6.) If the signature appearing below is not that of the registered Holder(s) of the unregistered notes, then the registered Holder(s) must sign a valid proxy.

	Date:
Signature(s) of Holder(s) or Authorized Signatory	Date:

Name(s):
	(please print)

Capacity(ies):

Employer Identification or
Social SecurityNumber(s):

Address:
	(including zip code)

Area code and telephone no.:

SIGNATURE GUARANTEE
(See Instruction 1 herein)

(Name of Eligible Institution guaranteeing signatures)

(Address (including zip code) and telephone number (including area code) of Eligible Institution)

(Authorized signatures)

(Printed names)

(Titles)

  
Date:

7

SPECIAL REGISTRATION INSTRUCTIONS
(See Instruction 7 herein)

            To be completed ONLY if certificates for unregistered notes in a principal amount not tendered or not accepted for exchange are to be issued in the name of, or the exchange notes issued pursuant to the exchange offer are to be issued to the order of, someone other than the person or persons whose signature(s) appear(s) within this letter of transmittal or issued to an address different from that shown in the box entitled "Description of Unregistered Notes" within this letter of transmittal, or if exchange notes tendered by book-entry transfer that are not accepted for purchase are to be credited to an account maintained at DTC other than the account indicated above.

Name:	(please print)
Address:	(please print)
	(zip code)
Employer Identification or Social Security Number (See Substitute Form W-9 below)

SPECIAL DELIVERY INSTRUCTIONS
(See Instruction 7 herein)

            To be completed ONLY if certificates for unregistered notes in a principal amount not tendered or not accepted for exchange are to be sent to, or the exchange notes issued pursuant to the exchange offer are to be sent to someone other than, the person or persons whose signature(s) appear(s) within this letter of transmittal, or to an address different from that shown in the box entitled "Description of Unregistered Notes" within this letter of transmittal, or to be credited to an account maintained at DTC, other than the account indicated above.

Name:	(please print)
Address:	(please print)
	(zip code)
Employer Identification or Social Security Number (See Substitute Form W-9 below)

8

INSTRUCTIONS

Forming part of the terms and conditions
of the exchange offer

        1.    Guarantee of Signatures.    Signatures on this letter of transmittal (or copy hereof) or a notice of withdrawal, as the case may be, must be guaranteed by a member firm of a registered national securities exchange or of the Financial Industry Regulatory Authority, Inc., a commercial bank or trust company having an office or correspondent in the United States or an "eligible guarantor institution" within the meaning of Rule 17Ad-15 under the Exchange Act (an "Eligible Institution") unless the unregistered notes tendered pursuant thereto are tendered (1) by a registered Holder (including any participant in DTC whose name appears on a security position listing as the owner of unregistered notes) who has not completed the box set forth herein entitled "Special Registration Instructions" or "Special Delivery Instructions" of this letter of transmittal or (2) for the account of an Eligible Institution.

        2.    Delivery of this Letter of Transmittal and Unregistered Notes.    Certificates for the physically tendered unregistered notes (or a confirmation of a book-entry transfer to the exchange agent at DTC of all unregistered notes tendered electronically), as well as, in the case of physical delivery of unregistered notes, a properly completed and duly executed copy of this letter of transmittal or facsimile hereof and any other documents required by this letter of transmittal must be received by the exchange agent at its address set forth herein prior to 5:00 p.m., New York City time, on the Expiration Date. The method of delivery of the tendered unregistered notes, this letter of transmittal and all other required documents, or book-entry transfer and transmission of an Agent's Message by a DTC participant, to the exchange agent are at the election and risk of the Holder and, except as otherwise provided below, the delivery will be deemed made only when actually received by the exchange agent. Instead of delivery by mail, it is recommended that the Holder use an overnight or hand delivery service. In all cases, sufficient time should be allowed to assure timely delivery. No letter of transmittal or unregistered notes should be sent to the Company or DTC.

        The exchange agent will make a request to establish an account with respect to the unregistered notes at DTC for purposes of the exchange offer promptly after receipt of the prospectus, and any financial institution that is a participant in DTC may make book-entry delivery of unregistered notes by causing DTC to transfer such unregistered notes into the exchange agent's account at DTC in accordance with the relevant entity's procedures for transfer. However, although delivery of unregistered notes may be effected through book-entry transfer at DTC, an Agent's Message (as defined in the next paragraph) in connection with a book-entry transfer and any other required documents must, in any case, be transmitted to and received by the exchange agent at the address specified on the cover page of the letter of transmittal on or prior to the Expiration Date or the guaranteed delivery procedures described below must be complied with.

        A Holder may tender unregistered notes that are held through DTC by transmitting its acceptance through DTC's Automatic Tender Offer Program, for which the transaction will be eligible, and DTC will then edit and verify the acceptance and send an Agent's Message to the exchange agent for its acceptance. The term "Agent's Message" means a message transmitted by DTC to, and received by, the exchange agent and forming part of the Book-Entry Confirmation, which states that DTC has received an express acknowledgment from each participant in DTC tendering the unregistered notes and that such participant has received the letter of transmittal and agrees to be bound by the terms of the letter of transmittal and the Company may enforce such agreement against such participant. Delivery of an Agent's Message will also constitute an acknowledgment from the tendering DTC participant that the representations and warranties set forth on page 7 of this letter of transmittal are true and correct.

        Holders who wish to tender their unregistered notes and (1) whose unregistered notes are not immediately available or (2) who cannot deliver their unregistered notes, this letter of transmittal or any other documents required hereby to the exchange agent prior to the Expiration Date, or who cannot complete the procedure for book-entry transfer on a timely basis, must tender their unregistered notes and follow the guaranteed delivery procedures set forth in the prospectus. Pursuant to such procedures: (1) such tender must be made by or through an Eligible Institution (as defined above) or pursuant to the DTC standard operating procedures; (2) prior to the Expiration Date, the exchange agent must have received from the Eligible Institution a properly completed and duly executed notice of guaranteed delivery (by facsimile transmission, mail or hand delivery) setting forth the name and address of the Holder of the unregistered notes, the certificate number or numbers of such unregistered notes and the principal amount of unregistered notes tendered, stating that the tender is being made thereby and

9

guaranteeing that within three business days after the Expiration Date, this letter of transmittal (or copy thereof) together with the certificate(s) representing the unregistered notes (or a confirmation of electronic mail delivery or book-entry delivery into the exchange agent's account at DTC) and any of the required documents will be deposited by the Eligible Institution with the exchange agent and (3) such properly completed and executed letter of transmittal (or copy thereof), as well as all other documents required by this letter of transmittal and the certificate(s) representing all tendered unregistered notes in proper form for transfer or a confirmation of electronic mail delivery or book-entry delivery into the exchange agent's account at DTC, must be received by the exchange agent within three business days after the Expiration Date, all as provided in the prospectus under the caption "The Exchange Offer—Guaranteed Delivery Procedures." Any Holder of unregistered notes who wishes to tender his unregistered notes pursuant to the guaranteed delivery procedures described above must ensure that the exchange agent receives the notice of guaranteed delivery prior to 5:00 p.m., New York City time, on the Expiration Date. Upon request to the exchange agent, a notice of guaranteed delivery will be sent to Holders who wish to tender their unregistered notes according to the guaranteed delivery procedures set forth above.

        All questions as to the validity, form, eligibility (including time of receipt), acceptance and withdrawal of tendered unregistered notes or this letter of transmittal will be determined by the Company in its sole discretion, which determination will be final and binding. All tendering Holders, by execution of this letter of transmittal (or copy hereof), shall waive any right to receive notice of the acceptance of the unregistered notes for exchange. The Company reserves the absolute right to reject any and all unregistered notes or letter of transmittal not properly tendered, or any tenders the Company's acceptance of which would, in the opinion of counsel for the Company, be unlawful. The Company also reserves the absolute right to waive any defects, irregularities or conditions of tender as to particular unregistered notes. The Company's interpretation of the terms and conditions of the exchange offer (including the instructions in this letter of transmittal) will be final and binding on all parties. Unless waived, any defects or irregularities in connection with tenders of unregistered notes must be cured within such time as the Company shall determine. Although the Company intends to notify Holders of defects or irregularities with respect to tenders of unregistered notes, none of the Company, the exchange agent or any other person shall be under any duty to give notification of defects or irregularities with respect to tenders of unregistered notes, nor shall any of them incur any liability for failure to give such notification. Tenders of unregistered notes will not be deemed to have been made until such defects or irregularities have been cured or waived. Any unregistered notes received by the exchange agent that are not properly tendered and as to which the defects or irregularities have not been cured or waived will be returned by the exchange agent to the tendering Holders of unregistered notes, unless otherwise provided in this letter of transmittal, as soon as practicable following the Expiration Date.

        3.    Inadequate Space.    If the space provided is inadequate, the certificate number(s) of the unregistered notes should be listed on a separate signed schedule attached hereto.

        4.    Tender by Holder.    Except in limited circumstances, only a registered Holder of unregistered notes or a DTC participant listed on a securities position listing furnished by DTC with respect to the unregistered notes may tender its unregistered notes in the exchange offer. Any beneficial owner of unregistered notes who is not the registered Holder and is not a DTC participant and who wishes to tender should arrange with such registered holder to execute and deliver this letter of transmittal on such beneficial owner's behalf or must, prior to completing and executing this letter of transmittal and delivering such unregistered notes, either make appropriate arrangements to register ownership of the unregistered notes in such beneficial owner's name or obtain a properly completed bond power from the registered holder or properly endorsed certificates representing such unregistered notes.

        5.    Partial Tenders; Withdrawals.    Tenders of unregistered notes will be accepted only in minimum denominations of $2,000 and larger integral multiples of $1,000. If less than the entire principal amount of any unregistered notes is tendered, the tendering Holder should fill in the principal amount tendered in the fourth column of the chart entitled "Description of Unregistered notes." The entire principal amount of unregistered notes delivered to the exchange agent will be deemed to have been tendered unless otherwise indicated. If the entire principal amount of all unregistered notes is not tendered, unregistered notes for the principal amount of unregistered notes not tendered and a certificate or certificates representing exchange notes issued in exchange of any unregistered notes accepted will be sent to the Holder at his or her registered address, unless a different address is provided in the appropriate box on this letter of transmittal, promptly after the unregistered notes are accepted for exchange.

10

        Except as otherwise provided herein, tenders of unregistered notes may be withdrawn at any time prior to the Expiration Date. To withdraw a tender of unregistered notes in the exchange offer, a written or facsimile transmission notice of withdrawal must be received by the exchange agent at its address set forth herein prior to the Expiration Date. Any such notice of withdrawal must (1) specify the name of the person having deposited the unregistered notes to be withdrawn (the "Depositor"), (2) identify the unregistered notes to be withdrawn (including the certificate number(s) and principal amount of such unregistered notes, or, in the case of unregistered notes transferred by book-entry transfer, the name and number of the account at DTC to be credited), (3) be signed by the Depositor in the same manner as the original signature on the letter of transmittal by which such unregistered notes were tendered (including any required signature guarantees) or be accompanied by documents of transfer sufficient to have the registrar with respect to the unregistered notes register the transfer of such unregistered notes into the name of the person withdrawing the tender and (4) specify the name in which any such unregistered notes are to be registered, if different from that of the Depositor. All questions as to the validity, form and eligibility (including time of receipt) of such notices will be determined by the Company, whose determination shall be final and binding on all parties. Any unregistered notes so withdrawn will be deemed not to have been validly tendered for purposes of the exchange offer and no exchange notes will be issued with respect thereto unless the unregistered notes so withdrawn are validly re-tendered. Any unregistered notes which have been tendered but which are not accepted for exchange by the Company will be returned to the Holder thereof without cost to such Holder as soon as practicable after withdrawal, rejection of tender or termination of the exchange offer. Properly withdrawn unregistered notes may be re-tendered by following one of the procedures described in the prospectus under "The Exchange Offer—Procedures for Tendering" at any time prior to the Expiration Date.

        6.    Signatures on the Letter of Transmittal; Bond Powers and Endorsements.    If this letter of transmittal (or a copy hereof) is signed by the registered Holder(s) of the unregistered notes tendered hereby, the signature must correspond with the name(s) as written on the face of the unregistered notes without alteration or any change whatsoever.

        If any of the unregistered notes tendered hereby are owned of record by two or more joint owners, all such owners must sign this letter of transmittal.

        If a number of unregistered notes registered in different names are tendered, it will be necessary to complete, sign and submit as many copies of this letter of transmittal as there are different registrations of unregistered notes.

        If this letter of transmittal (or a copy hereof) is signed by the registered Holder(s) (which term, for the purposes described herein, shall include a book-entry transfer facility whose name appears on the security listing as the owner of the unregistered notes) of notes tendered and the certificate(s) for exchange notes issued in exchange therefor is to be issued (or any untendered principal amount of unregistered notes is to be reissued) to the registered Holder, such Holder need not and should not endorse any tendered note, nor provide a separate bond power.

        If this letter of transmittal (or a copy hereof) is signed by a person other than the registered Holder(s) of notes listed therein, such notes must be endorsed or accompanied by properly completed bond powers which authorize such person to tender the notes on behalf of the registered Holder, in either case signed as the name of the registered Holder(s) appears on the unregistered notes, and with the signatures on the endorsement or bond power guaranteed by an Eligible Institution.

        If this letter of transmittal (or a copy hereof) or any unregistered notes or bond powers are signed by trustees, executors, administrators, guardians, attorneys-in-fact, or officers of corporations or others acting in a fiduciary or representative capacity, such persons should so indicate when signing, and, unless waived by the Company, evidence satisfactory to the Company of the authority to so act must be submitted with this letter of transmittal.

        Endorsements on unregistered notes or signatures on bond powers required by this Instruction 6 must be guaranteed by an Eligible Institution.

        7.    Special Registration and Delivery Instructions.    Tendering Holders should indicate, in the applicable spaces, the name and address to which exchange notes, or unregistered notes for principal amounts not tendered or not accepted for exchange, are to be issued or sent, if different from the name and address of the person signing this letter of transmittal (or in the case of tender of the unregistered notes through DTC, if different from

11

the account maintained at DTC indicated above). In the case of issuance in a different name, the taxpayer identification or social security number of the person named must also be indicated.

        8.    Transfer Taxes.    The Company will pay all transfer taxes, if any, applicable to the exchange of unregistered notes pursuant to the exchange offer. If, however, certificates representing exchange notes or unregistered notes for principal amounts not tendered or accepted for exchange are to be delivered to, or are to be registered or issued in the name of, any person other than the registered Holder of the notes tendered hereby, or if tendered notes are registered in the name of any person other than the person signing this letter of transmittal, or if a transfer tax is imposed for any reason other than the exchange of unregistered notes pursuant to the exchange offer, then the amount of any such transfer taxes (whether imposed on the registered Holder or any other person) will be payable by the tendering Holder. If satisfactory evidence of payment of such taxes or exemption therefrom is not submitted with this letter of transmittal, the amount of such transfer taxes will be billed directly to such tendering Holder.

        9.    Waiver of Conditions.    The Company reserves the right, in its sole discretion, to amend, waive or modify specified conditions in the exchange offer in the case of any unregistered notes tendered.

        10.    Mutilated, Lost, Stolen or Destroyed Unregistered Notes.    Any tendering Holder whose unregistered notes have been mutilated, lost, stolen or destroyed should contact the exchange agent at the address indicated herein for further instruction.

        11.    Requests for Assistance or Additional Copies.    Questions and requests for assistance and requests for additional copies of the prospectus or this letter of transmittal may be directed to the exchange agent at the address specified in the prospectus. Holders may also contact their broker, dealer, commercial bank, trust company or other nominee for assistance concerning the exchange offer.

IMPORTANT TAX INFORMATION

        A tendering Holder of the unregistered notes is required to give the exchange agent such Holder's social security number or employer identification number ("TIN") or establish a basis for exemption from backup withholding. If the unregistered notes are in more than one name or are not in the name of the actual owner, consult the enclosed Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9 for additional guidance on which number to report.

        Certain tendering Holders (including, among others, all corporations and certain non-U.S. individuals) are not subject to these backup withholding and reporting requirements. Exempt Holders should indicate their exempt status on Substitute Form W-9. Non-U.S. individuals may qualify as an exempt recipient by submitting to the exchange agent a properly completed Internal Revenue Service Form W-8BEN, signed under penalties of perjury, attesting to that Holder's exempt status. A Form W-8BEN can be obtained from the exchange agent. See the enclosed "Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9" for additional instructions.

        A Holder shall write "applied for" in the box in Part I of the form if the tendering Holder has not been issued a TIN and has applied for a TIN or intends to apply for a TIN in the near future. If "applied for" is written in the box in Part I and the exchange agent is not provided with a TIN within 60 days thereafter, the exchange agent will withhold 28% on all payments under the senior notes until a TIN is provided to the exchange agent.

12

TO BE COMPLETED BY ALL TENDERING HOLDERS

PAYOR'S NAME: TOPS HOLDING CORPORATIONTOPS MARKETS, LLC
Payee's Name:
Payee's Business Name (if different from above):
Payee's Address:
Mark Appropriate Box:	o Limited Liability Company Enter appropriate tax classification                  disregarded entity                  corporation                  partnership	o Individual/Sole Proprietor	o Corporation	o Partnership	o Other
SUBSTITUTE FORM W-9 Department of the Treasury Internal Revenue Service		Part I—PLEASE PROVIDE YOUR TIN IN THE BOX AT THE RIGHT AND CERTIFY BY SIGNING AND DATING BELOW.		TIN:                                                   Social Security Number or Employer Identification Number
		Part II—For Payees exempt from backup withholding, write "Exempt" here and sign and date below (see the Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9 and complete as instructed therein)
Payor's Request for Taxpayer Identification Number ("TIN") and Certification		Part III—Certification—Under penalties of perjury, I certify that:
		(1)    The number shown on this form is my correct TIN (or I am waiting for a number to be issued to me); and
		(2)    I am not subject to backup withholding because: (a) I am exempt from backup withholding or (b) I have not been notified by the Internal Revenue Service ("IRS") that I am subject to backup withholding as a result of a failure to report all interest or dividends or (c) the IRS has notified me that I am no longer subject to backup withholding; and
		(3)    I am a U.S. person (including a U.S. resident alien).
		Certification Instructions—You must cross out item (2) of Part III above if you have been notified by the IRS that you are currently subject to backup withholding because you have failed to report all interest or dividends on your tax return. However, if after being notified by the IRS that you were subject to backup withholding, you received another notification from the IRS that you are no longer subject to backup withholding, do not cross out item (2). (Also see the instructions in the enclosed Guidelines.)
SIGNATURE:			DATE:

NOTE:
FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING OF 28 PERCENT OF ANY PAYMENTS MADE TO YOU UNDER THE NOTES AND A U.S.$50 PENALTY IMPOSED BY THE IRS. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.

13

CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER

            I certify under penalties of perjury that a taxpayer identification number has not been issued to me, and either (a) I have mailed or delivered an application to receive a taxpayer identification number to the appropriate Internal Revenue Service Center or Social Security Administration Office or (b) I intend to mail or deliver an application in the near future. I understand that if I do not provide a taxpayer identification number to the exchange agent by the time of payment, the applicable amount of all reportable payments made to me will be withheld and such retained amounts shall be remitted to the IRS as backup withholding.

Signature Date

Name (Please Print)

14

GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9

Guidelines for Determining the Proper Identification Number to Give the Payor. Social security numbers have nine digits separated by two hyphens; i.e., 000-00-0000. Employer identification numbers have nine digits separated by only one hyphen; i.e., 00-0000000. The table below will help determine the number to give the payor.

For this type of account:		Give the NAME and SOCIAL SECURITY number of:
1.	Individual	The individual
2.	Two or more individuals (joint account)	The actual owner of the account or, if combined funds, the first individual on the account(1)
3.	Custodial account of a minor (Uniform Gift to Minors Act)	The minor(2)
4.	a.  The usual revocable savings trust (grantor is also trustee)	The grantor-trustee(1)
	b.  So-called trust account that is not a legal or valid trust under state law	The actual owner(1)
5.	Sole proprietorship or disregarded entity owned by an individual	The owner(3)
For this type of account:		Give the NAME and EMPLOYER IDENTIFICATION number of:
6.	Disregarded entity not owned by an individual	The owner(4)
7.	A valid trust, estate, or pension trust	The legal entity(5)
8.	Corporation (or LLC electing corporate status on Form 8832)	The corporation
9.	Association, club, religious, charitable, educational or other tax-exempt organization	The organization
10.	Partnership or multi-member LLC	The partnership
11.	A broker or registered nominee	The broker or nominee
12.	Account with the Department of Agriculture in the name of a public entity (such as a state or local government, school district, or prison) that receives agricultural program payments	The public entity

(1)

List first and circle the name of the person whose number you furnish. If only one person on a joint account has a social security number, that person's number must be furnished.

(2)

Circle the minor's name and furnish the minor's social security number.

(3)

You must show your individual name, but you may also enter your business name or "doing business as" name. Use either the individual's social security number or the business' employer identification number (if it has one).

(4)

You must show the owner's name on the "Payee's Name" line and use the owner's taxpayer identification number. You must show the disregarded entity's name on the "Payee's Business Name" line. Do not enter the disregarded entity's taxpayer identification number.

(5)

List first and circle the name of the legal trust, estate or pension trust. (Do not furnish the taxpayer identification number of the personal representative or trustee unless the legal entity itself is not designated in the account title.)

Note: If no name is circled when there is more than one name listed, the number will be considered to be that of the first name listed.

15

GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9

Page 2

Obtaining a Number

If you do not have a taxpayer identification number or you do not know your number, obtain Form SS-5, Application for a Social Security Card (for resident individuals), Form SS-4, Application for Employer Identification Number (for businesses and all other entities), or Form W-7, Application for IRS Individual Taxpayer Identification Number (for alien individuals required to file U.S. tax returns) at the local office of the Social Security Administration or the IRS and apply for a number.

To complete Substitute Form W-9 if you do not have a taxpayer identification number, write "Applied For" in the space for the taxpayer identification number, sign and date the form, and give it to the requester.

Payees Exempt from Backup Withholding

Payees generally exempted from backup withholding include the following:

•

A corporation.

•

A financial institution.

•

An organization exempt from tax under section 501(a), or an individual retirement plan, or a custodial account under section 403(b)(7) if the account satisfies the requirements of section 401(f)(2).

•

The United States or any agency or instrumentality thereof.

•

A state, the District of Columbia, a possession of the United States, or any subdivision or instrumentality thereof.

•

A foreign government, a political subdivision of a foreign government, or any agency or instrumentality thereof.

•

An international organization or any agency or instrumentality thereof.

•

A dealer in securities or commodities registered in the United States or a possession of the United States.

•

A real estate investment trust.

•

A common trust fund operated by a bank under section 584(a).

•

An exempt charitable remainder trust, or a non-exempt trust described in section 4947.

•

An entity registered at all times under the Investment Company Act of 1940.

•

A foreign central bank of issue.

•

A middleman known in the investment community as a nominee or custodian or listed in the most recent publication of the American Society of Corporate Secretaries, Inc., Nominee List.

Payments of dividends and patronage dividends not generally subject to backup withholding include the following:

•

Payments to nonresident aliens subject to withholding under section 1441.

•

Payments to partnerships not engaged in a trade or business in the U.S. and which have at least one nonresident alien partner.

•

Payments of patronage dividends where the amount received is not paid in money.

•

Payments made by certain foreign organizations.

•

Section 404(k) distributions made by an ESOP.

Payments of interest not generally subject to backup withholding include the following:

•

Payments of interest on obligations issued by individuals. Note: You may be subject to backup withholding if this interest is $600 or more and is paid in the course of the payor's trade or business and you have not provided your correct taxpayer identification number to the payor.

•

Payments of tax-exempt interest (including exempt interest dividends under section 852).

•

Payments described in section 6049(b)(5) to nonresident aliens.

•

Payments on tax-free covenant bonds under section 1451.

•

Payments made by certain foreign organizations.

Exempt payees described above should file Substitute Form W-9 as follows to avoid possible erroneous backup withholding:

FILE SUBSTITUTE FORM W-9 WITH THE PAYOR BY FURNISHING YOUR TAXPAYER IDENTIFICATION NUMBER, WRITE "EXEMPT" ON THE FACE OF THE FORM (IN PART II OF THE FORM), SIGN AND DATE THE FORM AND RETURN TO THE PAYOR.

Certain payments other than interest, dividends, and patronage dividends that are not subject to information reporting are also not subject to backup withholding. For details, see sections 6041, 6041A, 6042, 6044, 6045, 6049, 6050A and 6050N of the Code, and the regulations under such sections.

Privacy Act Notice.—Section 6109 requires you to give your correct taxpayer identification number to Payors who must report the payments to the IRS. The IRS uses the numbers for identification purposes and to help verify the accuracy of your tax return. The IRS may also provide this information to the Department of Justice for civil and criminal litigation, and to cities, states, and the District of Columbia to carry out their tax laws. Payors must be given the numbers whether or not you are required to file tax returns. Payors must generally withhold 28% of taxable interest, dividends, and certain other payments to a payee who does not furnish a taxpayer identification number to a payor. Certain penalties may also apply.

Penalties

(1) Penalty for Failure to Furnish Taxpayer Identification Number.—If you fail to furnish your taxpayer identification number to a payor, you are subject to a penalty of $50 for each such failure unless your failure is due to reasonable cause and not to willful neglect.

(2) Civil Penalty for False Information With Respect to Withholding.—If you make a false statement with no reasonable basis which results in no imposition of backup withholding, you are subject to a penalty of $500.

(3) Criminal Penalty for Falsifying Information—Willfully falsifying certifications or affirmations may subject you to criminal penalties including fines and/or imprisonment.

FOR ADDITIONAL INFORMATION CONTACT YOUR
ADVISOR OR THE INTERNAL REVENUE SERVICE.

16

(DO NOT WRITE IN SPACE BELOW)

Certificate surrendered	Unregistered notes tendered	Unregistered notes accepted
Delivery Prepared by	Checked by	Date

17

The exchange agent for the exchange offer is:

U.S. Bank National Association

In Person by Hand Only:	By Registered & Certified Mail:	By Regular Mail or Overnight Carrier:
U.S. Bank National Association West Side Flats Operations Center Attn.: Specialized Finance 60 Livingston Avenue Mail Station—EP-MN-WS2N St. Paul, Minnesota 55107-2292	U.S. Bank National Association West Side Flats Operations Center Attn.: Specialized Finance 60 Livingston Avenue Mail Station—EP-MN-WS2N St. Paul, Minnesota 55107-2292	U.S. Bank National Association West Side Flats Operations Center Attn.: Specialized Finance 60 Livingston Avenue Mail Station—EP-MN-WS2N St. Paul, Minnesota 55107-2292
By Facsimile (for Eligible Institutions Only):
(651) 495-8158
For Information or Confirmation by Telephone:
(651) 495-3511

For any questions regarding this letter of transmittal or for additional information, you may contact the exchange agent by telephone at (651) 495-3511.

All unregistered notes must be tendered by book-entry transfer in accordance with the standard operating procedures of DTC. Holders who wish to be eligible to receive exchange notes for their unregistered notes pursuant to the exchange offer must validly tender (and not withdraw) their unregistered notes to DTC prior to the Expiration Date or provide notice of guaranteed delivery to the exchange agent as described herein.

18

QuickLinks

Exhibit 99.1

IMPORTANT TAX INFORMATION
TO BE COMPLETED BY ALL TENDERING HOLDERS
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 Page 2
(DO NOT WRITE IN SPACE BELOW)

EX-99.2

QuickLinks -- Click here to rapidly navigate through this document

Exhibit 99.2

Tops Holding Corporation
Tops Markets, LLC

NOTICE OF GUARANTEED DELIVERY

all outstanding unregistered 10.125% Senior Secured Notes due 2015
($350,000,000 aggregate principal amount)
for
10.125% Senior Secured Notes due 2015
that have been registered under the Securities Act of 1933

Fully and unconditionally guaranteed as to payment of principal
and interest by the guarantors

        As set forth in the prospectus dated                        , 2010, of Tops Holding Corporation and Tops Markets, LLC (collectively, the "Company") and in the accompanying letter of transmittal and instructions thereto, this form or one substantially equivalent hereto must be used to accept the Company's offer to exchange 10.125% Senior Secured Notes due 2015 that have been registered under the Securities Act of 1933, as amended, for any and all outstanding unregistered 10.125% Senior Secured Notes due 2015 issued on October 9, 2009 and February 12, 2010, if (i) certificates representing the unregistered notes to be tendered for exchange are not lost but are not immediately available, (ii) time will not permit the letter of transmittal, certificates representing such unregistered notes or other required documents to reach the exchange agent prior to the Expiration Date (as defined herein) or (iii) the procedures for book-entry transfer cannot be completed prior to the Expiration Date. This form may be delivered by an Eligible Institution (as defined in the letter of transmittal) by mail or by hand or transmitted, via facsimile, to the exchange agent as set forth below. All capitalized terms used but not defined herein shall have the meanings given to them in the prospectus.

The exchange offer will expire at 5:00 p.m., New York City time, on                        , 2010 (the "Expiration Date") unless the exchange offer is extended by the Company in its sole discretion. Tenders of unregistered notes may be withdrawn at any time prior to 5:00 p.m., New York City time, on the Expiration Date.

To: U.S. Bank National Association, Exchange Agent

By Mail, Hand, Courier or Overnight Delivery:

U.S. Bank National Association
West Side Flats Operations Center
Attn.: Specialized Finance
60 Livingston Avenue
Mail Station—EP-MN-WS2N
St. Paul, Minnesota 55107-2292

By Facsimile (for Eligible Institutions Only):

(651) 495-8158

For Information or Confirmation by Telephone:

(651) 495-3511

Delivery of this instrument to an address, or transmission via facsimile with confirmation, other than to the exchange agent as set forth above will not constitute a valid delivery. The method of delivery of all documents, including certificates, is at the risk of the holder. Instead of delivery by mail, we recommend that holders use an overnight or hand delivery service. If delivery is by mail, we recommend registered mail with return receipt requested, properly insured. You should read the instructions accompanying the letter of transmittal carefully before you complete this notice of guaranteed delivery.

        This instrument is not to be used to guarantee signatures. If a signature on the letter of transmittal is required to be guaranteed by an Eligible Institution under the instructions thereto, such signature guarantee must appear in the applicable space provided in the signature box on the letter of transmittal.

Ladies and Gentlemen:

        The undersigned hereby tender(s) to the Company, upon the terms and subject to the conditions of the exchange offer as set forth in the prospectus and the letter of transmittal, receipt of which is hereby acknowledged, the aggregate principal amount of unregistered notes set forth below pursuant to the guaranteed delivery procedures set forth in the prospectus.

        The undersigned understands that tenders of unregistered notes will be accepted only in authorized denominations. The undersigned understands that tenders of unregistered notes pursuant to the exchange offer may not be withdrawn after 5:00 p.m., New York City time, on the Expiration Date. Tenders of unregistered notes may be withdrawn if the exchange offer is terminated or as otherwise provided in the prospectus.

        The undersigned understands that the exchange of unregistered notes for exchange notes will only be made after receipt by the exchange agent, within three (3) business days of the Expiration Date, of:

        (a)   a properly completed and duly executed letter of transmittal (or a facsimile thereof) with any required signature guarantees and certificates representing the unregistered notes covered hereby in proper form for transfer, or

        (b)   alternatively, confirmation of the book-entry transfer of such unregistered notes into the exchange agent's account at DTC and an agent's message, pursuant to the procedure for book-entry transfer set forth in the prospectus.

        All authority herein conferred or agreed to be conferred by this notice of guaranteed delivery shall survive the death or incapacity of the undersigned and every obligation of the undersigned under this notice of guaranteed delivery shall be binding upon the heirs, personal representatives, executors, administrators, successors, assigns, trustees in bankruptcy and other legal representatives of the undersigned.

2

PLEASE SIGN AND COMPLETE

Principal amount of unregistered 10.125% Senior Secured Notes due 2015 tendered:*

Certificate no(s). of unregistered 10.125% Senior Secured Notes due 2015 (if available):

If unregistered notes will be delivered by book-entry transfer at DTC, insert account no.:

Date:

Name(s) of registered holders(s)

Address:

Area code and telephone no:

Signature(s) of registered holder(s) or authorized signatory:

Signature(s) of registered holder(s) or authorized signatory:

* Must be in minimum denominations of $2,000 and larger integral multiples of $1,000.

This notice of guaranteed delivery must be signed by the registered holder(s) of unregistered notes exactly as its (their) name(s) appears on certificates for unregistered notes or on a security position listing as the owner of unregistered notes, or by person(s) authorized to become registered holder(s) by endorsements and documents transmitted with this notice of guaranteed delivery. If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer or other person acting in a fiduciary or representative capacity, such person must provide the following information.

3

Please print name(s) and address(es)

Name(s):

Capacity:

Address(es):

Do not send unregistered notes with this form. Unregistered notes should be sent to the exchange agent, together with a properly completed and duly executed letter of transmittal.

4

GUARANTEE

(Not to be used for signature guarantee)

        The undersigned, a member firm of a registered national securities exchange or of the National Association of Securities Dealers, Inc. or a commercial bank or trust company having an office or a correspondent in the United States or an "eligible guarantor institution" as defined by Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended, hereby (a) represents that each holder of unregistered notes on whose behalf this tender is being made "own(s)" the unregistered notes covered hereby within the meaning of Rule 13d-3 under the Exchange Act, (b) represents that such tender of unregistered notes complies with such Rule 14e-4, and (c) guarantees that, within three (3) business days from the date of this notice of guaranteed delivery, a properly completed and duly executed letter of transmittal (or a facsimile thereof), together with certificates representing the unregistered notes covered hereby in proper form for transfer or, alternatively, confirmation of the book-entry transfer of such unregistered notes into the exchange agent's account at DTC, pursuant to the procedure for book-entry transfer set forth in the prospectus and required documents will be deposited by the undersigned with the exchange agent.

The undersigned acknowledges that it must deliver the letter of transmittal and unregistered notes tendered hereby to the exchange agent within the time period set forth and that failure to do so could result in financial loss to the undersigned.

Name of Firm:	Authorized Signature:
Address:	Name:
Area Code and Telephone No.:	Title:

5

QuickLinks

Exhibit 99.2

To: U.S. Bank National Association, Exchange Agent
By Facsimile (for Eligible Institutions Only)
For Information or Confirmation by Telephone
PLEASE SIGN AND COMPLETE
GUARANTEE (Not to be used for signature guarantee)

EX-99.3

QuickLinks -- Click here to rapidly navigate through this document

Exhibit 99.3

Tops Holding Corporation
Tops Markets, LLC

PURSUANT TO THE EXCHANGE OFFER IN RESPECT OF

all outstanding unregistered 10.125% Senior Secured Notes due 2015
($350,000,000 aggregate principal amount)
for
10.125% Senior Secured Notes due 2015
that have been registered under the Securities Act of 1933

Fully and unconditionally guaranteed as to payment of principal
and interest by the guarantors

To Our Clients:

        We are enclosing herewith a Prospectus dated                                    , 2010 (the "Prospectus") of Tops Holding Corporation and Tops Markets, LLC (collectively, the "Company") and the related Letter of Transmittal (which together constitute the "Exchange Offer") relating to the offer by the Company to exchange $350,000,000 aggregate principal amount of unregistered 10.125% Senior Secured Notes due 2015 for 10.125% Senior Secured Notes due 2015 which have been registered under the Securities Act of 1933, as amended, upon the terms and subject to the conditions set forth in the Exchange Offer.

Please note that the Exchange Offer will expire at 5:00 p.m., New York City time, on                                    , 2010 unless the exchange offer is extended by the Company in its sole discretion.

        The Exchange Offer is not conditioned upon any minimum number of unregistered notes being tendered.

        We are the holder of record of unregistered notes held by us for your account. A tender of such unregistered notes can be made only by us as the record holder and pursuant to your instructions. The Letter of Transmittal is furnished to you for your information only and cannot be used by you to tender unregistered notes held by us for your account.

        We request instructions as to whether you wish to tender any or all of the unregistered notes held by us for your account pursuant to the terms and conditions of the Exchange Offer. We also request that you confirm that we may make the representations contained in the Letter of Transmittal on your behalf.

        Pursuant to the Letter of Transmittal, each holder of unregistered notes (a "Holder") will represent to the Company that:

•

the exchange notes acquired pursuant to the Exchange Offer are being acquired in the ordinary course of business of the person receiving the exchange notes, whether or not the person is the Holder;

•

neither the Holder nor any other recipient of the exchange notes (if different than the Holder) is engaged in, intends to engage in, or has any arrangement or understanding with any person to participate in, the distribution of the unregistered notes or exchange notes;

•

neither the Holder nor any other recipient is an "affiliate" of the Company as defined in Rule 405 promulgated under the Securities Act or, if the Holder or such recipient is an affiliate, that the Holder or such recipient will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable;

•

if the signatory is a broker-dealer, it has not entered into any arrangement or understanding with the Company or any "affiliate" of the Company as defined in Rule 405 promulgated under the Securities Act to distribute the exchange notes;

•

if the signatory is a broker-dealer, the signatory further represents and warrants that if it will receive exchange notes for its own account in exchange for unregistered notes that were acquired as a result of market-making activities or other trading activities, the signatory will deliver a prospectus meeting the requirements of the Securities Act (for which purposes, the delivery of the Prospectus, as the same may be hereafter supplemented or amended, shall be sufficient) in connection with any resale of exchange notes received in the Exchange Offer; and

•

the Holder is not acting on behalf of any person or entity that could not truthfully make these representations.

        By acknowledging that you will deliver and by delivering a prospectus meeting the requirements of the Securities Act in connection with any resale of such exchange notes, you will not be deemed to admit that you are an "underwriter" within the meaning of the Securities Act.

Very truly yours,

TOPS HOLDING CORPORATION
TOPS MARKETS, LLC

2

QuickLinks

Exhibit 99.3

EX-99.4

QuickLinks -- Click here to rapidly navigate through this document

Exhibit 99.4

Tops Holding Corporation
Tops Markets, LLC

EXCHANGE OFFER IN RESPECT OF

all outstanding unregistered 10.125% Senior Secured Notes due 2015
($350,000,000 aggregate principal amount)

for

10.125% Senior Secured Notes due 2015
that have been registered under the Securities Act of 1933

Fully and unconditionally guaranteed as to payment of principal
and interest by the guarantors

To Registered Holders:

        We are enclosing herewith the material listed below relating to the offer (the "Exchange Offer") by Tops Holding Corporation and Tops Markets, LLC (collectively, the "Company") to exchange $350,000,000 aggregate principal amount of unregistered 10.125% Senior Secured Notes due 2015 for 10.125% Senior Secured Notes due 2015 which have been registered under the Securities Act of 1933, as amended, upon the terms and subject to the conditions set forth in the Prospectus dated                     , 2010 (the "Prospectus") and the related Letter of Transmittal.

        Enclosed herewith are copies of the following documents:

1.

The Prospectus;



2.

Letter of Transmittal, including Guidelines for Certification of Taxpayer Identification;



3.

Instruction to Registered Holder from Beneficial Owner; and



4.

Letter to Clients which may be sent to your clients for whose account you hold unregistered notes in your name or in the name of your nominee, which shall accompany the Instruction to Registered Holder from Beneficial Owner for obtaining such client's instruction with regard to the Exchange Offer.

We urge you to contact your clients promptly. Please note that the Exchange Offer will expire at 5:00 p.m., New York City time, on                      , 2010 unless the exchange offer is extended by the Company in its sole discretion.

        The Exchange Offer is not conditioned upon any minimum number of unregistered notes being tendered.

        Pursuant to the Letter of Transmittal, each holder of unregistered notes (a "Holder") will represent to the Company that:

•

the exchange notes acquired pursuant to the Exchange Offer are being acquired in the ordinary course of business of the person receiving the exchange notes, whether or not the person is the Holder;

•

neither the Holder nor any other recipient of the exchange notes (if different than the Holder) is engaged in, intends to engage in, or has any arrangement or understanding with any person to participate in, the distribution of the unregistered notes or exchange notes;

•

neither the Holder nor any other recipient is an "affiliate" of the Company as defined in Rule 405 promulgated under the Securities Act or, if the Holder or such recipient is an affiliate, that the Holder or such recipient will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable;

•

if the signatory is a broker-dealer, it has not entered into any arrangement or understanding with the Company or any "affiliate" of the Company as defined in Rule 405 promulgated under the Securities Act to distribute the exchange notes;

•

if the signatory is a broker-dealer, the signatory further represents and warrants that if it will receive exchange notes for its own account in exchange for unregistered notes that were acquired as a result of market-making activities or other trading activities, the signatory will deliver a prospectus meeting the requirements of the Securities Act (for which purposes, the delivery of the Prospectus, as the same may be hereafter supplemented or amended, shall be sufficient) in connection with any resale of exchange notes received in the Exchange Offer; and

•

the Holder is not acting on behalf of any person or entity that could not truthfully make these representations.

        By acknowledging that you will deliver and by delivering a prospectus meeting the requirements of the Securities Act in connection with any resale of such exchange notes, you will not be deemed to admit that you are an "underwriter" within the meaning of the Securities Act.

        The enclosed Instruction to Registered Holders from Beneficial Owner contains an authorization by the beneficial owners of the unregistered notes for you to make the foregoing representations.

        The Company will not pay any fee or commission to any broker or dealer or to any other person other than the exchange agent for the Exchange Offer. The Company will pay all transfer taxes, if any, applicable to the exchange of unregistered notes pursuant to the Exchange Offer, except as otherwise provided in the Prospectus under the caption "The Exchange Offer—Fees and Expenses."

2

        Any inquiries you may have with respect to the Exchange Offer may be addressed to, and additional copies of the enclosed materials may be obtained from, the Exchange Agent, U.S. Bank National Association, in the manner set forth below.

Exchange Agent:

By Mail, Hand, Courier or Overnight Delivery:

U.S. Bank National Association
West Side Flats Operations Center
Attn.: Specialized Finance
60 Livingston Avenue
Mail Station—EP-MN-WS2N
St. Paul, Minnesota 55107-2292

By Facsimile (for Eligible Institutions Only):

(651) 495-8158

For Information or Confirmation by Telephone:

(651) 495-3511

Very truly yours,

TOPS HOLDING CORPORATION
TOPS MARKETS, LLC

NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU OR ANY OTHER PERSON AS AN AGENT OF THE COMPANY OR THE EXCHANGE AGENT, OR AUTHORIZE YOU OR ANY OTHER PERSON TO USE ANY DOCUMENT OR MAKE ANY STATEMENT ON BEHALF OF THE COMPANY OR THE EXCHANGE AGENT IN CONNECTION WITH THE EXCHANGE OFFER OTHER THAN THE DOCUMENTS ENCLOSED HEREWITH AND THE STATEMENTS CONTAINED HEREIN.

3

QuickLinks

Exhibit 99.4

EX-99.5

QuickLinks -- Click here to rapidly navigate through this document

Exhibit 99.5

Tops Holding Corporation
Tops Markets, LLC

INSTRUCTION TO REGISTERED HOLDER
FROM BENEFICIAL OWNER OF

all outstanding unregistered 10.125% Senior Secured Notes due 2015
($350,000,000 aggregate principal amount)

for

10.125% Senior Secured Notes due 2015
that have been registered under the Securities Act of 1933

Fully and unconditionally guaranteed as to payment of principal
and interest by the guarantors

To Registered Holder:

        The undersigned hereby acknowledges receipt of the Prospectus dated                     , 2010 (the "Prospectus") of Tops Holding Corporation and Tops Markets, LLC (collectively, the "Company") and the related Letter of Transmittal, that together constitute the offer of the Company (the "Exchange Offer") to exchange $350,000,000 aggregate principal amount of unregistered 10.125% Senior Secured Notes due 2015 for 10.125% Senior Secured Notes due 2015 which have been registered under the Securities Act of 1933, as amended. Capitalized terms used but not defined herein have the meanings ascribed to them in the Prospectus.

        This will instruct you, the registered holder, as to the action to be taken by you relating to the Exchange Offer with respect to the unregistered notes held by you for the account of the undersigned.

        The aggregate face amount of the unregistered notes held by you for the account of the undersigned is (fill in amount):

o

$             of 10.125% Senior Secured Notes due 2015.

        With respect to the Exchange Offer, the undersigned hereby instructs you (check appropriate box):

o

To TENDER the following unregistered notes held by you for the account of the undersigned (insert principal amount of unregistered notes to be tendered (if any)):
$             of 10.125% Senior Secured Notes due 2015.



o

NOT to TENDER any unregistered notes held by you for the account of the undersigned.

        If the undersigned instructs you to tender unregistered notes held by you for the account of the undersigned, it is understood that you are authorized to make, on behalf of the undersigned (and the undersigned, by its signature below, hereby makes to you), the representations and warranties contained in the Letter of Transmittal that are to be made with respect to the undersigned as a beneficial owner, including but not limited to the representations, that:

•

the exchange notes acquired pursuant to the Exchange Offer are being acquired in the ordinary course of business of the person receiving the exchange notes, whether or not the person is the undersigned;

•

neither the undersigned nor any other recipient of the exchange notes (if different than the undersigned) is engaged in, intends to engage in, or has any arrangement or understanding with any person to participate in, the distribution of the unregistered notes or exchange notes;

•

neither the undersigned nor any other recipient is an "affiliate" of the Company as defined in Rule 405 promulgated under the Securities Act or, if the undersigned or such recipient is an affiliate, that the undersigned or such recipient will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable;

•

if the undersigned is a broker-dealer, it has not entered into any arrangement or understanding with the Company or any "affiliate" of the Company as defined in Rule 405 promulgated under the Securities Act to distribute the exchange notes;

•

if the undersigned is a broker-dealer, the undersigned further represents and warrants that if the undersigned broker-dealer will receive exchange notes for its own account in exchange for unregistered notes that were acquired as a result of market-making activities or other trading activities, the undersigned will deliver a prospectus meeting the requirements of the Securities Act (for which purposes, the delivery of the Prospectus, as the same may be hereafter supplemented or amended, shall be sufficient) in connection with any resale of exchange notes received in the Exchange Offer; and

•

the undersigned is not acting on behalf of any person or entity that could not truthfully make these representations.

        By acknowledging that you will deliver and by delivering a prospectus meeting the requirements of the Securities Act in connection with any resale of such exchange notes, you will not be deemed to admit that you are an "underwriter" within the meaning of the Securities Act.

SIGN HERE

Name of beneficial owner(s)

(please print):

Signature(s):

Address:

Telephone Number:

Taxpayer Identification or

Social Security Number:

Date:

QuickLinks

Exhibit 99.5

CORRESP