S-4

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

(Name, address, including zip code, and telephone number, including area code, of agent of service)

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. ¨

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. ¨

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. ¨

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,” “non-accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

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.

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.

8.875% Senior Secured Notes due 2017 that have been registered under the Securities Act of 1933,

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

8.750% / 9.500% Senior Notes due 2018 that have been registered under the Securities Act

This prospectus and accompanying letter of transmittal relate to our proposed offers to exchange (1) up to $460,000,000 aggregate principal amount of 8.875% Senior Secured Notes due 2017, which are registered under the Securities Act (the “Exchange Notes due 2017”), for any and all of our unregistered 8.875% Senior Secured Notes due 2017, which were issued on December 20, 2012 (the “Notes due 2017”) and (2) up to $150,000,000 aggregate principal amount of 8.750% / 9.500% Senior Notes due 2018, which are registered under the Securities Act (the “Exchange Notes due 2018” and together with the Exchange Notes due 2017, the “exchange notes”), for any and all of our unregistered 8.750% / 9.500% Senior Notes due 2018, which were issued on May 15, 2013 (the “Notes due 2018,” and together with the Notes due 2017, the “unregistered notes”). The Notes due 2017 are, and the Exchange Notes due 2017 will be, on a joint and several basis, fully and unconditionally guaranteed as to payment of principal and interest by all of the domestic subsidiaries of Tops Holding LLC and by Tops Holding II Corporation (the “guarantors”). The unregistered notes have certain transfer restrictions. The exchange notes will be freely transferable.

Please see “Risk Factors” beginning on page 15 for a discussion of certain factors you should consider in connection with the exchange offers.

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 offers, nor have any of these organizations determined that this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

Each holder of an unregistered note wishing to accept either 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 Offers” 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 , 2013 for use by 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.

In this prospectus, references to “we,” “our,” “us” and the “Company” are to Tops Holding II Corporation and each of its consolidated subsidiaries, and references to the “issuers” are to, for the Notes due 2017 and the Exchange Notes due 2017, Tops Holding LLC, Tops Markets, LLC and Tops Markets II Corporation, and, for the Notes due 2018 and the Exchange Notes due 2018, Tops Holding II Corporation, and in either case not to any of their respective 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.

Whenever we refer in this prospectus to the 8.875% Senior Secured Notes due 2017 issued on December 20, 2012 and the 8.750% / 9.500% Senior Notes due 2018 issued on May 15, 2013 collectively, we will refer to them as the “unregistered notes.” Whenever we refer in this prospectus to the registered 8.875% Senior Secured Notes due 2017 and the registered 8.750% / 9.500% Senior Notes due 2018 collectively, we will refer to them as the “exchange notes.” The unregistered notes and the exchange notes are collectively referred to as the “notes.”

In this prospectus, we refer (without the ownership notation after the initial use) to several trademarks that we own or license or have licensed, including Tops, Tops Friendly Markets, Orchard Fresh, Tops GasPoints, and Tops BONUS PLUS. All brand names or other trademarks appearing in this prospectus are the property of their respective owners.

This prospectus includes forward-looking statements, which are generally statements about future events, plans, objectives and performance. Generally, the words “believe,” “expect,” “intend,” “estimate,” “anticipate,” “project,” “will” and similar expressions identify forward-looking statements. Forward-looking statements reflect our current expectations, based on currently available information, and are not guarantees. 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, the following:

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. We disclaim any intention, obligation or duty to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

SUMMARY

The following summary contains basic information about us and the exchange offers. 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 Upstate New York, Northern Pennsylvania and Vermont (“our market area”). Introduced in 1962, our Tops brand is widely recognized as a strong retail supermarket brand name in our market area, supported by strong customer loyalty and attractive supermarket locations. As of July 13, 2013, we operated 155 full-service supermarkets under the banners of Tops and Orchard Fresh, with an additional five supermarkets operated by franchisees.

Our Tops Friendly Markets brand and mission statement, “Your friendly neighborhood store that has what you want, while saving you time and money,” exemplifies our focus on quality merchandise, convenience and value. Our supermarkets serve as one-stop shops and offer a wide range of in-store services such as banks, pharmacies and Tim Hortons self-service coffee kiosks. Additionally, we are the only conventional supermarket chain to offer gasoline in the Buffalo and Rochester markets. We have a successful merchandising strategy that offers a broader selection of products and services than our competitors, with a higher mix of national brands. Additionally, we differentiate ourselves by employing a promotional or “Hi-Lo” pricing strategy that resonates well with our market’s core middle income, working family demographic. This promotional strategy uses discounted feature items in our weekly circular, coupons, special advertising events, seasonal price promotions, and a loyalty card program.

We are headquartered in Williamsville, New York and employ approximately 14,300 associates, of which 87% are unionized. Tops Holding II Corporation was incorporated on May 7, 2013 as a Delaware corporation. Tops Holding LLC was incorporated in October 2007 as a Delaware corporation and converted in May 2013 to a Delaware limited liability company. Tops Markets, LLC was founded in September 2000 as a New York limited liability company. Tops Markets II Corporation was incorporated on May 14, 2013 as a Delaware corporation. Our principal executive offices are located at 6363 Main Street, Williamsville, New York 14221, and our telephone number is (716) 635-5000.

Our Majority Sponsor

We were acquired by a group of investors led by Morgan Stanley Global Private Equity (“MSPE”) in December 2007. 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 $8 billion in private equity transactions on a global basis since 1985. With offices in New York and London, MSPE seeks out investment opportunities around the world and employs a global approach with local market and industry knowledge.

Summary of the Exchange Offers

On December 20, 2012, we issued $460 million aggregate principal amount of unregistered 8.875% Senior Secured Notes due 2017. These notes are fully and unconditionally guaranteed as to payment of principal and interest by each of the guarantors. On December 20, 2012, we and the initial purchasers of the unregistered notes entered into a registration rights agreement in which we agreed that you, if a holder of these unregistered notes, would be entitled to exchange your unregistered notes for exchange notes registered under the Securities Act. These exchange offers are intended to satisfy those rights.

On May 15, 2013, we issued $150 million aggregate principal amount of unregistered 8.750% / 9.500% Senior Notes due 2018. On May 15, 2013, we and the initial purchasers of the unregistered notes entered into a registration rights agreement in which we agreed that you, if a holder of these unregistered notes, would be entitled to exchange your unregistered notes for exchange notes registered under the Securities Act. These exchange offers are also intended to satisfy those rights. References to “registration rights agreements” in this prospectus refer to both the registration rights agreement for the Notes due 2017 and the registration rights agreement for the Notes due 2018.

After the exchange offers are completed, you will no longer be entitled to any registration rights with respect to the unregistered notes. The exchange notes will be our obligations and will be entitled to the benefits of the respective indentures relating to the notes. The Exchange Notes due 2017 will be fully and unconditionally guaranteed as to payment of principal and interest by each of the guarantors. 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 Offers		We are offering to exchange any and all of our 8.875% Senior Secured Notes due 2017, which have been registered under the Securities Act, for any and all of our outstanding unregistered 8.875% Senior Secured Notes due 2017 that were issued on December 20, 2012. As of the date of this prospectus, $460.0 million in aggregate principal amount of our unregistered 8.875% Senior Secured Notes due 2017 are outstanding.

		We are also offering to exchange any and all of our 8.750% / 9.500% Senior Notes due 2018, which have been registered under the Securities Act, for any and all of our outstanding unregistered 8.750% / 9.500% Senior Notes due 2018 that were issued on May 15, 2013. As of the date of this prospectus, $150.0 million in aggregate principal amount of our unregistered 8.750% / 9.500% Senior Notes due 2018 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 Offers		The exchange offers will expire at 5:00 p.m., New York City time, on , 2013, unless we decide to extend the exchange offers.

Conditions of the Exchange Offers		We will not be required to accept for exchange any unregistered notes, and may amend or terminate the exchange offers, if any of the following conditions or events occurs:

		• the exchange offers 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 offers which, in our reasonable judgment, would impair our ability to proceed with the exchange offers; 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 offers.

		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 offers.

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 these exchange offers 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 offers, 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 Notes due 2017 accrue interest from and including December 20, 2012. We pay interest on the Notes due 2017 semiannually on June 15 and December 15 of each year, commencing June 15, 2013.

		The Notes due 2018 accrue interest from and including May 15, 2013. We pay interest on the Notes due 2018 semiannually on June 15 and December 15 of each year, commencing December 15, 2013.

		The first and last interest payment on the Notes due 2018 will be payable in cash. For all other interest payments, the issuer will be required to pay interest on the Notes due 2018 entirely in cash (“Cash Interest”), unless certain conditions described in this


		prospectus are met, in which case the issuer will be entitled to pay, to the extent described herein, interest on the Notes due 2018 by increasing the principal amount of the Notes due 2018 or by issuing new notes as pay-in-kind interest (in each case, “PIK Interest”). Cash Interest on the Notes due 2018 will accrue at a rate of 8.750% per annum and PIK Interest on the Notes due 2018 will accrue at a rate of 9.500% per annum. See “Description of the Exchange Notes due 2018—Maturity, Principal and Interest.”

		If the issuer pays any PIK Interest on the Notes due 2018, the issuer will increase the principal amount of the Notes due 2018 or issue new notes in an amount equal to the interest payment for the applicable interest period (rounded up to the nearest $1.00) to holders of the Notes due 2018 on the relevant record date. If the principal amount of the Notes due 2018 is increased or new notes are issued, the Notes due 2018 will bear interest on the increased principal amount thereof, or the new notes will bear interest, as the case may be, from and after the applicable interest payment date on which payment of PIK Interest is made.

		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 offers.

Procedures for Tendering Unregistered Notes		If you wish to participate in the exchange offers, you must:
Procedures for Tendering Unregistered Notes		• 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 , 2013, the expiration date of the exchange offers. 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 Offers—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 timely deliver your unregistered notes, the letter of transmittal or any other required documentation, or comply 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 Offers—Guaranteed Delivery Procedures.”


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 offers and not withdrawn prior to the expiration date. The exchange notes will be delivered promptly 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 , 2013, the expiration date.

Consequences of Failure to Exchange		If you are eligible to participate in either or both of these exchange offers 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 these exchange offers. The unregistered notes will, after these exchange offers, 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 offers 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 indentures for the unregistered notes, is serving as exchange agent in connection with the exchange offers. For the exchange agent’s contact information, see “The Exchange Offers—Exchange Agent.”

Use of Proceeds		We will not receive any proceeds from the issuance of exchange notes in the exchange offers.

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 due 2017” and “Description of the Exchange Notes due 2018” in this prospectus.

The Exchange Notes due 2017


Issuers		Tops Holding LLC, Tops Markets, LLC and Tops Markets II Corporation

Exchange Notes		$460,000,000 aggregate principal amount of 8.875% Senior Secured Notes due 2017, which are registered under the Securities Act.

Maturity Date		December 15, 2017.

Interest Payment Dates		June 15 and December 15 of each year, commencing June 15, 2013.

Guarantees		The Exchange Notes due 2017 are guaranteed by each of Tops PT, LLC and Tops Gift Card Company (the guarantees from these entities, the “secured guarantees”) and Tops Holding II Corporation. The Exchange Notes due 2017 will also be guaranteed following the issue date by certain of our additional domestic restricted subsidiaries. See “Description of the Exchange Notes due 2017—Certain Covenants—Additional Guarantees.”

Ranking		The Exchange Notes due 2017 and the secured guarantees will be senior secured obligations of the issuers and the applicable guarantors secured to the extent described below. The Exchange Notes due 2017 and the secured guarantees rank:

		• pari passu with any senior indebtedness of the issuers and the applicable guarantors;

		• senior to any indebtedness, if any, of the issuers and the applicable guarantors that is expressly subordinated to the Exchange Notes due 2017 and the guarantees;

		• effectively senior to any unsecured indebtedness or indebtedness with a junior lien to the liens securing the Exchange Notes due 2017 and the secured guarantees to the extent of the value of the collateral securing the Exchange Notes due 2017 and the secured guarantees;

		• effectively junior to any secured indebtedness which is either secured by assets that are not collateral for the Exchange Notes due 2017 and the secured guarantees or which is secured by a prior lien in the collateral for the Exchange Notes due 2017 and the secured guarantees including the ABL Facility, 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.

		The guarantee of the Exchange Notes due 2017 by Tops Holding II Corporation will not be secured 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 Exchange Notes due 2017 and the guarantees and effectively junior to all obligations of any subsidiary of an issuer that is not a guarantor.


		As of July 13, 2013, the Issuers and the guarantors had $810.6 million of secured Indebtedness and capitalized lease obligations outstanding (excluding $15.2 million of outstanding secured letters of credit).

		These amounts do not include $53.1 million that the Issuers would have had available for borrowing, subject to borrowing base availability, under the Credit Agreement.

Security		The Exchange Notes due 2017 and the secured 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 and our supermarket in Fayetteville, New York, certain owned real property acquired by us and the guarantors (other than Tops Holding II Corporation) following the issue date of the Exchange Notes due 2017, intellectual property, equipment, stock of our subsidiaries and substantially all of our and such 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 such 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 due 2017 and the secured guarantees on a first-priority basis. See “Description of the Exchange Notes due 2017—Security.”

Use of Proceeds		We will not receive any proceeds from the issuance of Exchange Notes due 2017 pursuant to the exchange offers.

Optional Redemption		On or after June 15, 2015, we may redeem some or all of the Exchange Notes due 2017 at any time at the redemption prices specified under “Description of the Exchange Notes due 2017—Optional Redemption.”

		Before June 15, 2015, we may redeem some or all of the Exchange Notes due 2017 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 due 2017—Optional Redemption.”

		In addition, at any time prior to June 15, 2015, we may redeem up to 35% of the Exchange Notes due 2017 with the net cash proceeds from specified equity offerings at a redemption price equal to 108.875% 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 due 2017—Certain Definitions”), we must offer to repurchase the Exchange Notes due 2017 at 101% of the principal amount, plus accrued interest to the purchase date.

Certain Covenants		The indenture that governs the Exchange Notes due 2017 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 due 2017—Certain Covenants.”

Material U.S. Federal Income Tax Considerations		The exchange of the Notes due 2017 for Exchange Notes due 2017 pursuant to the exchange offers will not be a taxable event for U.S. federal income tax purposes. See “Material U.S. Federal Income Tax Considerations.”

Transfer Restrictions		There is currently no established public trading market for the Exchange Notes due 2017. See “Risk Factors—Risks Related to the Exchange Notes.” Your ability to transfer the Exchange Notes due 2017 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 due 2017.

Risk Factors		See “Risk Factors” for a discussion of risk factors related to our business and to the Exchange Notes due 2017 and the exchange offers.
*The Exchange Notes due 2018*
Issuer		Tops Holding II Corporation

Exchange Notes		$150,000,000 aggregate principal amount of aggregate principal amount of 8.750% / 9.500% Senior Notes due 2018, which are registered under the Securities Act.

Maturity Date		June 15, 2018.

Interest Payments		The first and last interest payment on the Exchange Notes due 2018 will be payable in cash. For all other interest payments, the Issuer will be required to pay interest on the Exchange Notes due 2018 entirely in cash (“Cash Interest”), unless certain conditions described in this prospectus are met, in which case the Issuer will be entitled to pay, to the extent described herein, interest on the Exchange Notes due 2018 by increasing the principal amount of the Exchange Notes due 2018 or by issuing new notes as pay-in-kind interest (in each case, “PIK Interest”). Cash Interest on the Exchange Notes due 2018 will accrue at a rate of 8.750% per annum and PIK Interest on the Exchange Notes due 2018 will accrue at a rate of 9.500% per annum. See “Description of the Exchange Notes due 2018—Maturity, Principal and Interest.”

		If the Issuer pays any PIK Interest on the Exchange Notes due 2018, the Issuer will increase the principal amount of the Exchange Notes due 2018 or issue new notes in an amount equal to the interest payment for the applicable interest period (rounded up to the nearest $1.00) to holders of the Exchange Notes due 2018 on the relevant record date. If the principal amount of the Exchange Notes due 2018 is increased or new notes are issued, the Exchange Notes due 2018 will bear interest on the increased principal amount thereof, or the new notes will bear interest, as the case may be, from and after the applicable interest payment date on which payment of PIK Interest is made.

Interest Payment Dates		June 15 and December 15 of each year, commencing December 15, 2013.


Ranking		The Exchange Notes due 2018 will be the Issuer’s senior unsecured obligations and will:

		• rank equally in right of payment with any existing and future senior unsecured indebtedness of the Issuer;

		• be effectively subordinated to any of the Issuer’s future secured indebtedness to the extent of the value of the collateral securing such indebtedness;

		• be senior to all of the Issuer’s future subordinated indebtedness, if any; and

		• be structurally subordinated to all of the liabilities of any of the Issuer’s existing and future subsidiaries, including obligations under the amended and restated asset-based revolving credit facility between Tops Markets, LLC and Bank of America, N.A., as collateral agent and administrative agent, entered into on December 14, 2012 (the “ABL Facility”) and the Exchange Notes due 2017.

Use of Proceeds		We will not receive any proceeds from the issuance of Exchange Notes due 2018 pursuant to the exchange offers.

Optional Redemption		On or after June 15, 2015, we may redeem some or all of the Exchange Notes due 2018 at any time at the redemption prices specified under “Description of the Exchange Notes due 2018—Optional Redemption.”

		Before June 15, 2015, we may redeem some or all of the Exchange Notes due 2018 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 due 2018—Optional Redemption.”

		In addition, at any time prior to June 15, 2015, we may redeem up to 35% of the Exchange Notes due 2018 with the net cash proceeds from specified equity offerings at a redemption price equal to 108.875% 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 due 2018—Certain Definitions”), we must offer to repurchase the Exchange Notes due 2018 at 101% of the principal amount, plus accrued interest to the purchase date.

Certain Covenants		The indenture that governs the Exchange Notes due 2018 contains certain covenants, including limitations and restrictions on our and our restricted subsidiaries’ 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 due 2018—Certain Covenants.”

Material U.S. Federal Income Tax Considerations		The exchange of the Notes due 2018 for Exchange Notes due 2018 pursuant to the exchange offers will not be a taxable event for U.S. federal income tax purposes. Because, as a result of the PIK Interest feature, no portion of stated interest on the Notes due 2018 is unconditionally payable in cash at least annually, the Notes due 2018 were treated as issued with original issue discount for U.S. federal income tax purposes. As a result, a U.S. holder of Exchange Notes due 2018 will be required to include amounts (including stated interest) 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 any 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.”

Transfer Restrictions		There is currently no established public trading market for the Exchange Notes due 2018. See “Risk Factors—Risks Related to the Exchange Notes.” Your ability to transfer the Exchange Notes due 2018 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 due 2018.

Risk Factors		See “Risk Factors” for a discussion of risk factors related to our business and to the Exchange Notes due 2018 and the exchange offers.

Summary Historical Consolidated Financial and Operating Data

The following table sets forth our summary historical consolidated financial and operating data. The summary historical consolidated financial and operating data as of December 31, 2011 and December 29, 2012 and for the fiscal years ended January 1, 2011 (“Fiscal 2010”), December 31, 2011 (“Fiscal 2011”) and December 29, 2012 (“Fiscal 2012”) has been derived from our audited consolidated financial statements prepared in accordance with GAAP that are included elsewhere in this prospectus. Fiscal 2010, Fiscal 2011, Fiscal 2012 and the 28-week periods ended July 14, 2012 and July 13, 2013 include the operating results of the acquired Penn Traffic supermarkets from the date of the PT Acquisition, January 29, 2010. The historical results of Tops Holding LLC and its subsidiaries have been consolidated with those of Tops Holding II Corporation as if Tops Holding II Corporation were in existence for all periods presented.

The summary consolidated financial information as of July 13, 2013 and for the 28-week periods ended July 14, 2012 and July 13, 2013, respectively, presented below, has been derived from our unaudited condensed consolidated financial statements, which are also included elsewhere in this prospectus. The 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 “Capitalization,” “Selected Historical Consolidated Financial and Operating Data,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our audited and unaudited consolidated financial statements and related notes included elsewhere in this prospectus.

(Dollars in Thousands)


	28-week periods ended
	July 14, 2012			July 13, 2013			Fiscal 2010 (52 weeks)			Fiscal 2011 (52 weeks)			Fiscal 2012 (52 weeks)
*Supermarket Operating Data*:
Number of supermarkets at period end		124			155			127			125			149
Average weekly same store sales per supermarket⁽¹⁾⁽²⁾	$	328,090		$	318,667		$	418,465		$	325,739		$	325,897
Same store sales (decrease) increase ⁽¹⁾⁽³⁾		(0.4	)%		(0.5	)%		0.1	%		1.4	%		(0.7	)%
Number of gas stations at period end		40			44			35			38			43
Motor fuel gallons sold (in thousands)		34,336			35,813			57,079			61,180			63,438

*Statements of Operations Data*:
Inside sales	$	1,148,614		$	1,217,415		$	2,107,524		$	2,151,299		$	2,146,524
Gasoline sales		118,127			119,669			150,012			204,193			218,815

Net sales		1,266,741			1,337,084			2,257,536			2,355,492			2,365,339
Cost of goods sold		(881,221	)		(932,085	)		(1,579,016	)		(1,650,166	)		(1,654,093	)
Distribution costs		(25,278	)		(26,280	)		(44,829	)		(44,189	)		(46,663	)

Gross profit		360,242			378,719			633,691			661,137			664,583
Gross margin		28.4	%		28.3	%		28.1	%		28.1	%		28.1	%
Total operating expenses⁽⁴⁾		(317,350	)		(351,717	)		(623,058	)		(592,312	)		(596,027	)

Operating income		42,892			27,002			10,633			68,825			68,556
Bargain purchase		—			—			15,681			—			—
Loss on debt extinguishment		—			—			(1,041	)		—			(31,205	)
Interest expense, net		(32,021	)		(35,714	)		(61,231	)		(61,698	)		(58,893	)
Income tax (expense) benefit		(722	)		(805	)		9,004			(1,295	)		(1,408	)

Net income (loss)		10,149			(9,517	)		(26,954	)		5,832			(22,950	)

*Balance Sheet Data (end of period)*:
Cash and cash equivalents				$	28,446		$	17,419		$	19,181		$	32,422
Property and equipment, net					343,483			378,575			358,263			350,649
Total assets					690,343			680,351			647,212			676,002
Long-term liabilities, including obligations under capital lease and financing obligations					838,119			561,931			543,256			689,446
Total shareholders’ deficit					(330,656	)		(65,511	)		(59,464	)		(183,272	)

(1)	We define “same store sales” as the change in year-over-year inside sales (net sales excluding gasoline sales), excluding franchise revenue, for “same stores.” We include a supermarket in the “same store sales” base after its thirteenth full period of operation.

(2)

The decrease in average weekly same store sales per supermarket beginning in Fiscal 2011 is due to the retained Penn Traffic supermarkets that were acquired in January 2010, which are generally much smaller in size and have lower average sales volumes. These supermarkets became same stores during early Fiscal 2011.

(3)	To calculate the “same store sales increase” for Fiscal 2010, we have used the most comparable 52-week periods as Fiscal 2009 included 53 weeks.

(4)	Fiscal 2011 includes the following impairment adjustments:

On June 30, 2011, the Federal Trade Commission (the “FTC”) approved Tops Holding LLC’s (formerly known as Tops Holding Corporation) application to sell three supermarkets acquired as part of the Penn Traffic acquisition to Hometown Markets. The sale of these supermarkets closed in late July and early August 2011. As a result of the sale, we recorded a $1.9 million impairment within the consolidated statement of comprehensive (loss) income during Fiscal 2011, representing the excess of the carrying value of assets over the fair value of assets.

During November 2011, we executed an agreement to sell the remaining supermarket acquired from Penn Traffic subject to the Final Order from the FTC. As a result of the pending sale, we recorded a $0.9 million impairment within the consolidated statement of comprehensive (loss) income during Fiscal 2011, representing the excess of the carrying value of assets over the fair value of assets.

The following table sets forth our ratio of consolidated earnings to consolidated fixed charges for the fiscal year ended December 27, 2008 (“Fiscal 2008”), the fiscal year ended January 2, 2010 (“Fiscal 2009”), Fiscal 2010, Fiscal 2011 and Fiscal 2012 and for the 28-week periods ended July 14, 2012 and July 13, 2013.

You should carefully read and consider the risks described below before making a decision to participate in the exchange offers. You should also consider the other information included in this prospectus, including the consolidated financial statements and the related notes elsewhere in this prospectus, before making a decision to participate in the exchange offers. 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.

We may be subject to and adversely affected by claims that were not properly discharged in the bankruptcy court order authorizing the PT Acquisition, amounts that we may owe in connection with the PT Acquisition, an inability to recover amounts owed to us in connection with the PT Acquisition or other post-bankruptcy operational risks.

Notwithstanding the terms of, and injunctions provided for in, the bankruptcy court order dated January 25, 2010 authorizing and approving the PT Acquisition, a creditor (including any governmental agency) of Penn Traffic or any of its subsidiaries (the “Penn Traffic Debtors”), may attempt to assert against us or the assets we acquired an existing lien, claim, interest or encumbrance. Circumstances in which such claims and obligations that arose prior to the bankruptcy court order may not have been properly discharged include, but are not limited to, instances where a claimant had inadequate notice of the bankruptcy filing.

The Penn Traffic Debtors’ assets are being liquidated and the proceeds will be distributed to their creditors in accordance with the terms of the confirmed plan. There can be no guarantee that any potential outstanding obligations of the Penn Traffic Debtors will be fully satisfied. In addition, the purchase agreement does not provide for indemnification of losses or liabilities we may incur as a result of the PT Acquisition. Accordingly, we may not be compensated for losses we may suffer as a result of the foregoing.

Notwithstanding the terms of the bankruptcy court order or the applicable provisions of the United States Bankruptcy Code, it is possible that parties-in-interest in the Penn Traffic Debtors’ bankruptcy cases may later attempt to challenge the terms or validity of the PT Acquisition.

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

The retail food business is sensitive to changes in general economic conditions. Recessionary economic cycles, increases in interest rates, higher prices for commodities, fuel and other energy, inflation, high levels of unemployment and consumer debt, high tax rates and other economic factors that affect consumer spending or buying habits may materially adversely affect the demand for products we sell in our supermarkets. The United States economy has recently experienced volatility due to uncertainties related to energy prices, credit availability, difficulties in the banking and financial services sectors, decreases in home values, high unemployment rates and falling consumer confidence. 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. 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 effect on our business.

Significant competition in the supermarket industry could adversely affect us.

The supermarket industry, including within our market areas in Upstate New York, Northern Pennsylvania and Vermont, is highly competitive. We compete with various types of retailers, including local, regional, national and international supermarket retailers, convenience stores, retail drug chains, national general merchandisers and discount retailers, membership clubs, warehouse stores and “big box” retailers and independent and specialty grocers. We compete on the basis of location, quality of products, service, price, product variety and store condition

and face pressure from existing competitors and the threatened entry of new competitors. Some of our 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. Some of our competitors have greater resources and purchasing power than us. Additionally, some of our competitors are not unionized, resulting in potentially lower labor and benefit costs. Any future consolidation within the supermarket industry could exacerbate these concerns. We also face competition from restaurants and fast food chains.

Profit margins in the grocery industry are very low. In order to increase or maintain our profit margins, we use various strategies to reduce costs, such as productivity improvements, shrink reduction, increased distribution center efficiencies and energy efficiency programs. Additionally, in connection with transitioning acquired stores to our distribution system and consolidating warehouses, we have in the past and may in the future experience increased costs, supply disruptions or inventory shrinkage during the related transition period. Our inability to effectively implement these strategies or otherwise manage costs could have a material adverse effect on our financial results.

We have spent, and intend to continue to spend, significant capital and management resources on the development and implementation of our remodel and expansion plans. These plans, even if fully implemented, may not be successful and may not improve operating results. The level of sales and profit margins in our existing stores may not be duplicated in new stores and expenditures to remodel existing stores may not generate a return on the capital spent, depending on factors such as prevailing competition, development cost and our market position in the surrounding community.

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

We are dependent on the use of trucks to distribute goods to our supermarkets. Therefore, fluctuations in the price of fuel affect our overall cost of doing business. Additionally, increases in the cost of utilities affect the cost of operating our stores and warehouse and distribution facilities, and the cost of goods sold or used by us, including plastic bags, can be significantly impacted by increases in commodity prices. 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 therefore be materially adversely affected.

Increases in wholesale and retail gasoline prices could adversely affect us.

Crude oil and domestic wholesale petroleum markets are volatile. General political conditions, acts of war or terrorism, instability in oil producing regions and disasters could significantly impact crude oil supplies and wholesale petroleum costs. Significant increases or 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 and our plans to develop additional fuel centers. Retail gas price volatility could also diminish customer usage of fueling centers and reduce customer traffic at our supermarkets.

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

Our headquarters, our supermarkets and our primary warehouse and distribution facility that services the majority of our supermarkets are located in Upstate New York, Northern Pennsylvania and Vermont and our business is therefore vulnerable to economic downturns in those regions. As a result, we are more susceptible to local conditions than the operations of more geographically diversified competitors and any unforeseen events or circumstances that affect our operating area could also materially adversely affect our business. These conditions include, among other things, adverse changes in the local economy, unfavorable demographics and population loss.

Severe weather, natural disasters and adverse climate changes may materially adversely affect our business.

Severe weather conditions and other natural disasters in our operating areas or in areas from which we obtain products may materially adversely affect our business. These conditions may result in physical damage to our properties, closure of one or more of our supermarkets or distribution facilities, inadequate work force in our markets, temporary disruption in the supply of products, delays in the delivery of goods to our supermarkets, and a reduction in the availability of products in our supermarkets. 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.

Our reliance on a principal supplier for a substantial amount of our products could adversely affect our business.

We acquire substantially all of our grocery, frozen and perishable merchandise requirements from C&S Wholesale Grocers, Inc. (“C&S”). During Fiscal 2012, products supplied from C&S accounted for approximately 61% of our inventory purchases. 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 could have a material adverse effect on our business. 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. Other suppliers that could provide similar products are limited in number and we may not be able to secure an alternative supplier on commercially reasonable terms. In addition, a change in suppliers could cause a delay in product supply and a possible loss of sales.

Increases in labor costs and labor disputes with unionized employees 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. We employ approximately 14,300 associates and approximately 87% of these associates are members of United Food and Commercial Workers (“UFCW”), District Union Local One (“Local One”), or two other UFCW unions that represented certain of the employees from the retained Penn Traffic supermarkets. All other associates are non-union, and non-union associates serve primarily in management, field support or pharmacist roles. Any labor cost increases or labor disputes with unionized employees could disrupt our operations and have a material adverse effect on our business.

We currently contribute to an underfunded multiemployer pension plan for employees represented by Local One and face significant potential liability on a withdrawal from the plan.

We are contingently liable for withdrawal liability to the extent we withdraw, either completely or partially, from the Local One plan. Based on information provided to us by the plan administrator, as of January 1, 2012, the Local One plan was underfunded on a current liability basis. Specifically, we received notice from the plan administrator that, for purposes of the federal laws regulating multiemployer pension plans, the Local One plan was in “critical status” for the plan year beginning January 1, 2011 and continued to be in critical status for the plan year beginning January 1, 2012. Although we do not intend to withdraw from the Local One plan, if we were to withdraw, either completely or partially, we would incur withdrawal liability with respect to our share of the Local One plan’s unfunded vested benefits. The actuary for the Local One plan has estimated that, as of December 31, 2011, our withdrawal liability would have been approximately $299.0 million in the event of our complete withdrawal from the Local One plan during the 2012 plan year. We have not yet received estimates for withdrawals in 2013 but anticipate that the withdrawal liability will increase from the 2012 estimates. 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 noted above, although we have no intention to withdraw from the Local One plan, if we did withdraw, there is a risk that our complete withdrawal could be considered a mass withdrawal, in which case our aggregate withdrawal liability obligations could be higher than the amount described above. Adverse changes to pension laws and regulations could exacerbate the risks associated with our participation in the Local One plan.

In addition, to comply with the rehabilitation plan adopted by the trustees of the Local One plan, under Tops Markets, LLC’s current collective bargaining agreements, we have agreed to annual 7.5 percent increases in contribution rates to the Local One plan through 2014. There is no assurance that the rehabilitation plan will be sufficient to remove the Local One plan from critical status, and contribution increases and benefit reductions greater than those set forth in the rehabilitation plan may be required in future years.

Various aspects of our business are subject to federal, state and local laws and regulations. The impact of these regulations and our compliance with them 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. New York, Pennsylvania and Vermont and several local jurisdictions regulate some of the products and services offered within our supermarkets, including alcoholic beverages. The production and sale of milk, including the price of raw milk, is regulated through federal market orders and price support programs. We are also subject to laws governing our relationship with employees, including minimum wage requirements, overtime, working conditions, disabled access and work permit requirements. A number of federal, state and local laws impose requirements or restrictions on business owners with respect to access by disabled persons. Compliance with, or changes in, these laws or new laws could require significant capital expenditures, impact our remodel plans and otherwise materially adversely affect our business.

Our pharmacy business is subject to certain government laws and regulations, including those administered and enforced by Medicare, Medicaid, the Drug Enforcement Administration, the Consumer Product Safety Commission, the FTC, the U.S. Food and Drug Administration and local regulators in the states in which we operate. In order to dispense pharmaceutical products, including controlled substances, we are required to register or license our pharmacies and pharmacists and to comply with security, recordkeeping, inventory control and labeling standards. Changes in these regulations may require operational changes or otherwise adversely affect our business. Our pharmacy sales may be reduced if various prescription drugs are converted to over-the-counter medications or if the rate at which new prescription drugs become available slows or prescription drugs are withdrawn from the market. Changes in third-party reimbursement levels for prescription drugs, including changes in Medicare or state Medicaid programs, could have an adverse effect on our business. In addition, our pharmacy business is subject to 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. 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. Ultimately, compliance with each of these regulations could impact our operations and any non-compliance could materially adversely affect our business.

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

Pharmacies are exposed to risks inherent in the packaging and distribution of pharmaceuticals and other health care products, such as risks of liability for products which cause harm to consumers. Although our general liability policies cover pharmacy professional liability, the coverage limits under our insurance programs may not be adequate to protect us against future claims, and we may not be able to maintain this insurance on acceptable terms in the future, or at all. Our business 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, we may be materially adversely affected.

We use a combination of insurance and self-insurance to cover potential liabilities for claims related to workers’ compensation, automobile and general liability insurance, property insurance and employee health care 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 that, 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 this 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 estimates, our business may be materially adversely affected.

Compliance with and potential liability under environmental laws could have a material adverse effect on us. The storage and sale of petroleum products could cause disruptions and expose us to potentially significant liabilities.

Our operations are subject to various laws and regulations relating to the protection of the environment, including those governing the storage, management, disposal and cleanup of hazardous materials. Some environmental laws, such as the Comprehensive Environmental Response, Compensation, and Liability Act (“CERCLA”) and similar state statutes, impose strict, and under certain circumstances joint and several, liability for costs to remediate a contaminated site, and also impose liability for damages to natural resources. Third-party claims in connection with releases of or exposure to hazardous materials relating to our current or former properties or third-party waste disposal sites can also arise. In addition, the presence of contamination at any of our properties could impair our ability to sell or lease the contaminated properties or to borrow money using any of these properties as collateral. The costs and liabilities associated with any such contamination could be substantial, and could have a material adverse effect on our business.

Refined petroleum products are stored in underground storage tanks at our warehouse and at some of our retail locations. Our operations are subject to hazards and risks related to this storage, including fires, explosion, spills, clean-up obligations, personal injury or wrongful death claims, property damage and potential fines and penalties. Insurance is not available for these risks, and there is no assurance that insurance will be adequate to fully compensate us for any liability. The occurrence of a significant event that is not fully insured could have a material adverse effect on our business.

Compliance with environmental laws may require us to make significant capital expenditures in the future. For example, we are required to comply with regulations governing underground storage tanks adopted by federal, state and local regulatory agencies. In addition, the Federal Clean Air Act and similar state laws impose requirements on air emissions from motor fueling activities in certain areas of the country, including those that do not meet state or national ambient air quality standards. The extent to which changes in these rules or new rules regarding greenhouse gas emissions may impact our operations and results cannot be determined at this time.

We may not have identified all of the environmental liabilities at our current and former locations, material environmental conditions not known to us may exist, and future laws or regulations may impose material environmental liability or compliance costs. Furthermore, new laws, new interpretations or new administration 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.

We have completed several recent acquisitions, and periodically evaluate acquisition opportunities that we believe fit within our overall strategy. We believe these acquisitions have provided and may provide strategic growth opportunities. Achieving the anticipated benefits of these acquisitions will depend in part upon our ability to integrate the acquired companies and/or stores in an efficient and effective manner. These acquisitions may involve risks including:

The process of integrating acquired companies and/or stores could cause an interruption of, or loss of momentum in, the activities of our business. Members of our senior management may be required to devote considerable amounts of time to these integration processes, which will decrease the time they will have to manage our business. If our senior management is not able to effectively manage these integrations, or if any significant business activities are interrupted as a result of these integrations, our business could be adversely affected.

Difficulties with our information technology systems could lead to significant disruption to our business.

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

We have outsourced our information technology services to HP Enterprise Services, LLC (“HP”). Our information technology hub is located in North Carolina. Any disruption in our relationship with HP or its ability to perform services, including by reason of financial distress, adverse weather conditions, legal actions affecting HP or other factors, could result in significant disruption to our business.

Food and drug safety concerns and related unfavorable publicity may materially adversely affect us.

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 supermarkets, could discourage consumers from buying our products. The real or perceived sale of contaminated food products by us or our suppliers could result in a loss of consumer confidence and product liability claims. To the extent that we are unable to maintain appropriate sanitation and quality standards in our supermarkets and distribution facilities, 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.

Data theft, information espionage or other criminal activity directed at the retail industry or computer or communications systems may 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 or by causing us to incur significant costs to reimburse third parties for damages. These activities may also adversely affect our business by reducing consumer confidence in the marketplace and by modifying consumer spending habits. Despite our efforts to secure and maintain our computer network, security could be compromised, confidential information including customer 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.

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 these persons could have a material adverse effect on our business. 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. Our inability to hire or retain key personnel could have a material adverse effect on 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 an adverse effect on our business.

We and our customers could suffer harm if customer information is accessed by third parties due to a security failure in our systems. The processing of transactions in our supermarkets requires 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. 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 any of the 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 also become exposed to potential liabilities, including fines and penalties, 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. Investigations, lawsuits or adverse publicity relating to our methods of handling personal data could result in increased costs and negative market reaction.

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 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 litigation may be significant. There may also be adverse publicity associated with litigation that may decrease consumer confidence in our business, regardless of whether the allegations are valid or whether we are ultimately found liable.

MSPE and Graycliff own the majority of our capital stock, which allows them to have significant influence over substantially all matters requiring stockholder approval.

Various funds affiliated with MSPE and Graycliff hold 66.4% and 18.5%, 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, Graycliff and other stockholders, MSPE and Graycliff have the power to significantly influence the results of stockholder votes, including transactions involving a potential change of control of us. MSPE also controls the election of our Board of Directors. So long as Graycliff retains sufficient ownership of our voting power, it has board observer rights, as well as consent rights in connection with certain major company actions including changes to policies and organizational documents, dispositions and financing activity.

The interests of MSPE and Graycliff, as our controlling stockholders, could conflict with our debtholders’ interests, especially if we encounter financial difficulties or are unable to pay our debts as they mature. MSPE and Graycliff may also have an interest in pursuing acquisitions, divestitures, financings or other transactions that would enhance the value of their equity even though these transactions involve risks to the debtholders. Corporate opportunities may arise that may be attractive to us as well as to MSPE, Graycliff or their affiliates, including potential acquisitions. These issues could intensify if an affiliate of MSPE or Graycliff were to enter into or acquire a business similar to our business. MSPE, Graycliff or their affiliates may direct relevant corporate opportunities to other entities they control rather than to us. Further, neither MSPE nor Graycliff 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.

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

As of July 13, 2013, we had $810.6 million of indebtedness outstanding (inclusive of the Notes due 2018, the Notes due 2017 and $156.2 million of capital lease obligations), and $53.1 million of unused commitments under the ABL Facility (inclusive of $15.2 million of letters of credit outstanding thereunder). Our substantial indebtedness has important consequences for our business. For example, it could:

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 indentures governing the exchange 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 indentures 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 due 2017, 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.

Tops Holding II Corporation, the issuer of the Exchange Notes due 2018, and Tops Holding LLC, one of the issuers of the Exchange Notes due 2017, are holding companies with no independent operations or assets. Repayment of Tops Holding II Corporation and Tops Holding LLC’s debt, including the exchange notes, is dependent on cash flow generated by Tops Holding LLC’s subsidiaries. Restrictions in the debt instruments of Tops Holding LLC and its subsidiaries and under applicable law limit their ability to provide funds to Tops Holding II Corporation.

The only material assets of Tops Holding II Corporation and Tops Holding LLC are the capital stock of their respective subsidiaries. These entities conduct no significant operations. Accordingly, repayment of their respective indebtedness, including the exchange notes, is dependent, to a significant extent, on the generation of cash flow by Tops Holding LLC’s subsidiaries and their ability to make such cash available to Tops Holding LLC and Tops Holding II Corporation, by dividend, debt repayment or otherwise. Tops Holding LLC’s subsidiaries are distinct legal entities and those that are not co-issuers of the Exchange Notes due 2017 do not have any obligation to pay amounts due on the exchange notes or to make funds available for that purpose or other obligations in the form of loans, distributions or otherwise. Tops Holding LLC and its subsidiaries may not be able to, or may not be permitted to, make distributions to Tops Holding II Corporation in order to enable Tops Holding II Corporation to make payments in respect of its indebtedness, including the Exchange Notes due 2018. The terms of the ABL Facility and the Exchange Notes due 2017 significantly restrict the ability of Tops Holding LLC and its subsidiaries

to make distributions to Tops Holding II Corporation and to pay cash interest or any other payments. To fully fund cash interest payments on the Exchange Notes due 2018 for their entire term and the repayment or repurchase of the Exchange Notes due 2018 (for example, upon a specified change of control), Tops Markets, LLC would have to obtain amendments to the ABL Facility and the Exchange Notes due 2017 would require consents from holders to permit, or refinance such indebtedness prior to its maturity on terms that permit, Tops Holding LLC and its subsidiaries to make the necessary distributions to Tops Holding II Corporation. We cannot assure you that we will obtain such amendments or be able to refinance the ABL Facility or the Exchange Notes due 2017 on a timely basis or at all, in which case, we would not be able to make cash interest payments on the Exchange Notes due 2018 or repay or repurchase the Exchange Notes due 2018. In addition, the restricted payment covenant in the ABL Facility documents and the indenture governing the Exchange Notes due 2017 limits Tops Holding LLC’s, Tops Markets, LLC’s and our other subsidiaries’ ability to pay dividends or make other distributions to us to fund cash interest payments on the Exchange Notes due 2018 or to repay or repurchase the Exchange Notes due 2018. In addition, under certain circumstances, legal restrictions may limit Tops Holding II Corporation’s ability to obtain cash from its subsidiaries.

Under the Delaware General Corporation Law (the “DGCL”), our subsidiaries may only make dividends (i) out of their “surplus” as defined in the DGCL or (ii) if there is no such surplus, out of their net profits for the fiscal year in which the dividend is declared and/or the preceding fiscal year. Under fraudulent transfer laws, our subsidiaries may not pay dividends if the relevant entity is insolvent or is rendered insolvent thereby. The measures of insolvency for purposes of these fraudulent transfer laws vary depending upon the law applied in any proceeding to determine whether a fraudulent transfer has occurred. Generally, however, an entity would be considered insolvent if:

While we believe that our relevant subsidiaries currently have surplus and are not insolvent, there can otherwise be no assurance that these subsidiaries will not become insolvent or will be permitted to make distributions in the future in compliance with these restrictions in amounts needed to service our indebtedness.

The indentures governing the exchange notes will contain, and the indenture governing the ABL Facility currently contains, cross default or cross acceleration provisions that may cause all of the debt issued under those instruments to become immediately due and payable because of a default under an unrelated debt instrument.

The indentures governing the exchange notes will contain, and the indenture governing the ABL Facility contains, numerous covenants. Our failure to comply with the obligations contained in these agreements or other instruments governing our indebtedness could result in an event of default under the applicable instrument, which could result in the related debt and the debt issued under other instruments (together with accrued and unpaid interest and other fees) becoming immediately due and payable. In such event, we would need to raise funds from alternative sources, which funds may not be available to us on favorable terms, on a timely basis or at all. Alternatively, such a default could require us to sell our assets and otherwise curtail our operations in order to pay our creditors. These alternative measures could have a material adverse effect on our business, financial position, results of operations and/or cash flows which could cause us to become bankrupt or insolvent or otherwise impair Tops Holding LLC’s and its subsidiaries’ ability to make cash available to Tops Holding II Corporation, by dividend, debt repayment or otherwise to enable Tops Holding II Corporation to make payments in respect of its indebtedness, including the notes.

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 indebtedness or the exchange notes.

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 before maturity, seek additional equity capital, reduce or delay scheduled expansions and capital expenditures or sell material assets or operations. We may not be able to pay our debt or refinance it on commercially reasonable terms, or at all, or to fund our liquidity needs.

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 under the ABL Facility were accelerated, our assets may not be sufficient to repay in full the money owed to our other debtholders, including holders of exchange notes.

Restrictive covenants in the indentures governing the exchange notes and the ABL Facility could restrict our operating flexibility.

The indentures governing the exchange notes and the ABL Facility contain covenants that limit our ability to take certain actions. These restrictions may limit our ability to operate our businesses and may prohibit or limit our ability to enhance our operations or take advantage of potential business opportunities as they arise.

The indentures governing the exchange notes and the ABL Facility contain restrictive covenants that, among other things, limit our and our restricted subsidiaries’ ability to:

The ABL Facility requires us and our restricted subsidiaries to satisfy certain financial conditions. The ABL Facility restricts, among other things and subject to certain exceptions, our ability to:

In addition, the ABL Facility requires us, under certain circumstances, to maintain compliance with a financial covenant.

Our ability to comply with the covenants and restrictions contained in the indentures governing the exchange notes and in the ABL Facility may be affected by economic conditions and by financial, market and competitive factors, many of which are beyond our control. Our ability to comply with these covenants in future periods will also depend substantially on the pricing and sales volume of our products and our ability to successfully implement our overall business strategy. The breach of any of these covenants or restrictions could result in a default under the indentures governing the exchange notes or under the ABL Facility that would permit the applicable holders or applicable lenders to declare all amounts outstanding thereunder to be due and payable, together with accrued and unpaid interest and any applicable redemption premium. In that case, Tops Markets, LLC may be unable to make borrowings under the ABL Facility, may not be able to repay the amounts due under the Exchange Notes due 2017 and the ABL Facility and may not be able make cash available to Tops Holding II Corporation, by dividend, debt repayment or otherwise to enable Tops Holding II Corporation to make payments on the notes. This could have serious consequences to our financial position, results of operations and/or cash flows and could cause us to become bankrupt or insolvent.

We may incur substantial additional indebtedness, including debt ranking effectively senior to the exchange notes, which could further exacerbate the risks associated with our substantial indebtedness.

Subject to the restrictions in the indentures governing the exchange notes and in the ABL Facility, we and our subsidiaries may be able to incur additional indebtedness, including debt ranking effectively senior to the exchange notes, in the future. Although the indentures governing the exchange notes and the ABL Facility contain restrictions on the incurrence of additional debt, these restrictions are subject to a number of significant qualifications and exceptions, and debt incurred in compliance with these restrictions could be substantial. If new debt is added to our and our subsidiaries’ existing debt levels, the related risks that we now face would increase.

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

Upon the occurrence of certain specific kinds of change of control events specified in “Description of the Exchange Notes due 2017” and “Description of the Exchange Notes due 2018,” 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 indentures governing the exchange notes, which would in turn trigger a default under the ABL Facility.

If we default on our obligations to pay our other indebtedness, we may not be able to make payments on the exchange notes.

Any default under the agreements governing our other indebtedness, including a default under the ABL Facility, that is not cured or waived in accordance with the terms thereof, and the remedies sought by the holders of such indebtedness, could prevent us from paying principal, premium, if any, and interest on the exchange notes and substantially decrease the market value of the exchange notes. If we are unable to generate sufficient cash flow and are otherwise unable to obtain funds necessary to meet required payments of principal, premium, if any, and interest on our other indebtedness, or if we otherwise fail to comply with the various covenants, including operating covenants, in the instruments governing our indebtedness (including covenants in the ABL Facility and the indentures governing the exchange notes), we could be in default under the terms of the agreements governing such indebtedness. In the event of such default, the holders of such indebtedness could, in certain circumstances, elect to declare all the funds borrowed thereunder to be due and payable, together with accrued and unpaid interest, the lenders under the ABL Facility could elect to terminate their commitments thereunder, cease making further loans and institute foreclosure proceedings against our assets, and we could be forced into bankruptcy or liquidation. If we breach our covenants under the ABL Facility or our other indebtedness and seek a waiver, we may not be able to obtain a waiver from the parties required under the ABL Facility. If this occurs, we would be in default under the instrument governing that indebtedness, the lenders or holders could exercise their rights, as described above, and we could be forced into bankruptcy or liquidation.

Holders of our indebtedness secured by liens ranking prior to the liens securing the Exchange Notes due 2017 will have rights senior to the rights of the holders of the Exchange Notes due 2017 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 Other Indebtedness.” The Exchange Notes due 2017 and the related secured guarantees are secured by a second-priority lien on the ABL Priority Collateral. Any rights to payment and claims by the holders of the Exchange Notes due 2017 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 the ABL Priority Collateral be available to repay the Exchange Notes due 2017.

Certain assets are excluded from the collateral securing the Exchange Notes due 2017 as described under “Description of the Exchange Notes due 2017—Security” including, without limitation, the following:

If an event of default occurs and the Exchange Notes due 2017 are accelerated, the Exchange Notes due 2017 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 due 2017 and the secured 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 due 2017, no assurance can be provided that the holders of the Exchange Notes due 2017 would receive any substantial recovery from the excluded assets.

The value of the Exchange Notes due 2017 note holders’ security interest in the collateral may not be sufficient to satisfy all our obligations under the Exchange Notes due 2017.

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 due 2017 have a second-priority lien may not be sufficient to satisfy the Exchange Notes due 2017 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 due 2017. In addition, in the event of a foreclosure on the collateral securing the Exchange Notes due 2017 on which the Exchange Notes due 2017 have a first-priority lien, the proceeds from such foreclosure may not be sufficient to satisfy our obligations under the Exchange Notes due 2017. In particular, we have not obtained any valuation for the collateral securing the Exchange Notes due 2017 in connection with this offering.

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 due 2017 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:

Although the security documents governing the Exchange Notes due 2017 contain a covenant requiring us to take certain steps to perfect liens in after-acquired assets, 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 due 2017. Any claim for the difference between the amount, if any, realized by holders of the Exchange Notes due 2017 from the sale of the collateral securing the Exchange Notes due 2017 and the obligations under the Exchange Notes due 2017 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, 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. 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, without the appropriate consents and filings, may be limited.

The pledge of the securities of our subsidiaries that secures the Exchange Notes due 2017 will automatically be released for so long as that pledge would require the filing of separate financial statements with the SEC for that subsidiary.

The Exchange Notes due 2017 are secured by a pledge of the stock and other securities of our subsidiaries held by the issuers or the guarantors that provide the secured guarantees. Under the SEC regulations in effect as of the issue date of the Exchange Notes due 2017, 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 (including Tops Markets) pledged as part of the collateral is greater than or equal to 20% of the aggregate principal amount of the Exchange Notes due 2017 then outstanding, such a subsidiary would be required to provide separate financial statements to the SEC. Therefore, the indentures governing the Exchange Notes due 2017 and the security agreement provide that any capital stock and other securities of any of Tops Holding LLC’s subsidiaries will be excluded from the collateral for so long as the pledge of such capital stock or other securities to secure the Exchange Notes due 2017 would cause such subsidiary to be required to file separate financial statements with the SEC pursuant to Rule 3-16 of Regulation S-X or another similar rule. As a result, holders of the Exchange Notes due 2017 could lose 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 due 2017 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 imposition of certain permitted liens could materially adversely affect the value of the collateral.

The collateral securing the Exchange Notes due 2017 may also be subject to liens permitted under the terms of the indentures governing the Exchange Notes due 2017, whether arising on or after the date the Exchange Notes due 2017 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 due 2017 as well as the ability of the Collateral Agent to realize or foreclose on such collateral. The collateral that secures the Exchange Notes due 2017 may also secure future indebtedness and other obligations of the company and the guarantors (except Tops Holding II Corporation, whose guarantee is not secured) to the extent permitted by the indentures 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 Exchange Notes due 2017 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 trustee 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 due 2017 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 due 2017.

Claims of creditors of any future subsidiaries which do not guarantee the Exchange Notes due 2017 will be structurally senior and have priority over holders of the Exchange Notes due 2017 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 due 2017 will be effectively senior to the Exchange Notes due 2017 to the extent of the value of such non-guarantor subsidiaries. Accordingly, claims of holders of the Exchange Notes due 2017 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 due 2017.

Fraudulent conveyance laws may permit courts to void the guarantees of the Exchange Notes due 2017 in specific circumstances, which would interfere with the payment of the guarantees and realization upon collateral owned by the guarantors (except Tops Holding II Corporation).

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

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 due 2017 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 due 2017 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 the guarantors 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 due 2017.

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 intercreditor agreement related to the indenture governing the Notes due 2017 may limit the rights of the holders of the Exchange Notes due 2017 and their control with respect to the collateral securing the Exchange Notes due 2017.

The rights of the holders of the Exchange Notes due 2017 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 due 2017, may not have the ability to control or direct these actions, even if the rights of the holders of the Exchange Notes due 2017 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 due 2017 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 due 2017— Intercreditor Agreement.”

Any future pledge of collateral in favor of the collateral agent, including pursuant to security documents delivered after the date of the indentures governing the Exchange Notes due 2017, 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 due 2017 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 ninety (90) days following the pledge or, in certain circumstances, a longer period.

The collateral securing the Exchange Notes due 2017 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 due 2017 and the secured 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 due 2017 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 providing the secured guarantees 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 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 due 2017 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.”

Tops Holding II Corporation is the sole obligor under the Exchange Notes due 2018, and Tops Holding LLC and its subsidiaries will not guarantee Tops Holding II Corporation’s obligations under the Exchange Notes due 2018 and do not have any obligations with respect to the Exchange Notes due 2018.

Tops Holding II Corporation is a holding company that has no operations of its own and its revenues and cash flow are generated by its subsidiaries. Tops Holding LLC and its subsidiaries are separate and distinct legal entities and have no obligation, contingent or otherwise, to pay amounts due under the Exchange Notes due 2018 or to make any funds available to pay those amounts, whether by dividend, distribution, loan or other payments. Tops Holding LLC’s and its subsidiaries’ ability to generate sufficient cash from operations to make distributions to Tops Holding II Corporation will depend upon their future operating performance, which will be affected by general economic, financial, competitive, legislative, regulatory, business and other factors beyond their control. The Exchange Notes due 2018 are Tops Holding II Corporation’s general senior unsecured obligations, rank equal in right of payment to any future senior unsecured indebtedness of Tops Holding II Corporation, are effectively subordinated to any future secured indebtedness of Tops Holding II Corporation to the extent of the value of the collateral securing such indebtedness and are structurally subordinated to all of Tops Holding LLC’s and its subsidiaries’ existing and future indebtedness and other liabilities, including Tops Market LLC’s borrowings under the ABL Facility and Tops Market LLC’s and Tops Holding LLC’s obligations under the Exchange Notes due 2017. The claims of the creditors of Tops Holding LLC and its subsidiaries will be required to be paid before the holders of the Exchange Notes due 2018 have a claim (if any) against those entities and their assets. Therefore, if there was a dissolution, bankruptcy, liquidation or reorganization of any such entity, the holders of the Exchange Notes due 2018 would not receive any amounts with respect to the Exchange Notes due 2018 from the assets of such entity until after the payment in full of the claims of creditors (including preferred stockholders) of such entity.

The Exchange Notes due 2018 are structurally subordinated to all of Tops Holding LLC’s and its subsidiaries’ indebtedness and other liabilities and will be effectively subordinated to any of Tops Holding II Corporation’s secured indebtedness and if a default occurs, Tops Holding LLC and its subsidiaries may not be able to make funds available to Tops Holding II Corporation by dividend, debt repayment or otherwise and Tops Holding II Corporation may not have sufficient funds to fulfill its obligations under the Exchange Notes due 2018.

The Exchange Notes due 2018 are Tops Holding II Corporation’s senior unsecured obligations, rank equally in right of payment with any future senior unsecured indebtedness of Tops Holding II Corporation, are structurally subordinated to all of Tops Holding LLC’s and its subsidiaries’ existing and future indebtedness and other liabilities, including Tops Markets, LLC’s borrowings under the ABL Facility and Tops Market LLC’s and Tops Holding LLC’s obligations under the Exchange Notes due 2017, and are effectively subordinated to any future senior secured indebtedness of Tops Holding II Corporation to the extent of the value of the collateral securing such indebtedness. In addition, the Exchange Notes due 2018 will not be guaranteed. As of July 13, 2013, the Exchange Notes due 2018 were structurally subordinated to $872.5 million of indebtedness and other liabilities of Tops Holding LLC and its subsidiaries.

In the event of the bankruptcy, liquidation, reorganization or other winding up of Tops Holding II Corporation or any of its subsidiaries, the holders of the notes would not receive any amounts with respect to the notes from the assets of such entity until after the payment in full of the claims of the creditors of such entity.

If Tops Holding LLC is unable to provide sufficient funds to Tops Holding II Corporation to pay Cash Interest on the Exchange Notes due 2018, Tops Holding II Corporation will pay PIK Interest rather than Cash Interest.

Tops Holding II Corporation will be required to pay interest on the Exchange Notes due 2018 entirely in cash unless certain conditions described in this prospectus are met, in which case Tops Holding II Corporation will be entitled to pay PIK Interest, to the extent described herein, by either increasing the principal amount of the outstanding Exchange Notes due 2018 or by issuing additional Exchange Notes due 2018 for the entire amount of the interest payment, thereby increasing the principal amount of the Exchange Notes due 2018. See “Description of the Exchange Notes due 2018—Maturity, Principal and Interest.” For example, if Tops Holding LLC does not generate sufficient cash or is not permitted under the terms of the ABL Facility or the Exchange Notes due 2017 to provide sufficient funds to Tops Holding II Corporation, Tops Holding II Corporation may be unable to pay interest in cash and may elect to pay PIK Interest rather than cash. As such, holders of the Exchange Notes due 2018 could

potentially receive no Cash Interest on the Exchange Notes due 2018 for interest periods other than the initial and final periods. In addition, the payment of interest through an increase in the principal amount of the outstanding notes or the issuance of additional notes will increase the amount of Tops Holding II Corporation’s indebtedness and would increase the risks associated with Tops Holding II Corporation’s level of indebtedness.

Federal and state statutes may allow courts, under specific circumstances, to void the Exchange Notes due 2018 and require noteholders to return payments received.

The issuance of the Exchange Notes due 2018 may be subject to review under state and federal laws if a bankruptcy, liquidation or reorganization case or a lawsuit, including circumstances in which bankruptcy is not involved, were commenced at a future date by Tops Holding II Corporation or on behalf of its unpaid creditors. Under the federal bankruptcy laws and comparable provisions of state fraudulent transfer and fraudulent conveyance laws, a court may void or otherwise decline to enforce the notes or a court may subordinate the notes to Tops Holding II Corporation and its subsidiaries’ existing and future indebtedness.

While the relevant laws may vary from state to state, a court might void or otherwise decline to enforce the notes if it found that when Tops Holding II Corporation issued the notes, or, in some states, when payments became due under the notes, it received less than reasonably equivalent value or fair consideration and either:

A court might also void the notes without regard to the above factors, if such court found that Tops Holding II Corporation issued the notes with actual intent to hinder, delay or defraud our creditors. A court could also find that Tops Holding II Corporation did not receive reasonably equivalent value or fair consideration for the notes if it did not substantially benefit directly or indirectly from the issuance of the notes. As a general matter, value is given for a note if, in exchange for the note, property is transferred or an antecedent debt is satisfied. A debtor generally may not be considered to have received value in connection with a debt offering if the debtor uses the proceeds of that offering to make a dividend payment or otherwise retire or redeem equity securities issued by the debtor.

The measures of insolvency applied by courts, as discussed above under “—Tops Holding II Corporation is a holding company with no independent operations or assets. Repayment of the Issuer’s debt, including the notes, is dependent on cash flow generated by Tops Holding Corporation and its subsidiaries. Restrictions in the debt instruments of Tops Holding Corporation and its subsidiaries and under applicable law limit their ability to provide funds to the Issuer,” will vary depending upon the particular fraudulent transfer law applied in any proceeding to determine whether a fraudulent transfer has occurred.

In the event of a finding that a fraudulent conveyance or transfer has occurred, a court may void, or hold unenforceable, the notes, which could mean that you may not receive any payments on the notes and the court may direct you to repay any amounts that you have already received from the Issuer for the benefit of creditors. Furthermore, the holders of voided notes would cease to have any direct claim against the Issuer. Consequently, the Issuer’s assets would be applied first to satisfy its other liabilities, before any portion of its assets could be applied to the payment of the notes. Sufficient funds to repay the notes may not be available from other sources. Moreover, the voidance of the notes could result in an event of default with respect to Tops Holding II Corporation’s other debt that could result in acceleration of such debt (if not otherwise accelerated due to insolvency or other proceeding).

The Exchange Notes due 2018 have original issue discount for U.S. federal income tax purposes.

Because no portion of the stated interest on the Exchange Notes due 2018 (the “2018 Notes”) is unconditionally payable in cash at least annually, no stated interest payments on the 2018 Notes represent qualified stated interest for U.S. federal income tax purposes. As a result, the 2018 Notes have original issue discount (“OID”) for U.S. federal income tax purposes in an amount equal to the excess of the total payments of principal and stated interest on the notes over their issue price. A holder subject to U.S. federal income taxation, whether on the cash or accrual method for U.S. federal income tax purposes, generally will be required to include OID in gross income as ordinary interest income for U.S. federal income tax purposes as it accrues (on a constant yield to maturity basis), regardless of whether such holder receives any cash payment attributable to such income at such time. See “Material U.S. Federal Income Tax Considerations” for a discussion of certain U.S. federal income tax consequences relevant to the purchase, ownership and disposition of the notes.

We are not obligated to complete the exchange offers under certain circumstances. See “The Exchange Offers—Conditions of the Exchange Offers.” Even if the exchange offers are completed, they may not be completed on the schedule described in this prospectus. Accordingly, holders participating in the exchange offers may have to wait longer than expected to receive their exchange notes, during which time those holders of unregistered notes will not be able to effect transfers of their unregistered notes tendered in the exchange offers.

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 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 offers, you will continue to hold unregistered notes that are subject to the existing transfer restrictions. After the exchange offers are 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 offers. 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.

There are state securities law restrictions on the resale of the exchange notes.

In order to comply with the securities laws of certain jurisdictions, the exchange notes may not be offered or resold by any holder, unless they have been registered or qualified for sale in such jurisdictions or an exemption from registration or qualification is available and the requirements of such exemption have been satisfied.

Currently, we do not intend to register or qualify the resale of the exchange notes in any such jurisdictions. However, generally an exemption is available for sales to registered broker-dealers and certain institutional buyers. Other exemptions under applicable state securities laws also may be available.

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 new issues of securities for which there is no existing trading market. Although when the notes were initially issued the respective initial purchasers advised us that they intended to make a market in the notes, they are not obligated to do so, and these 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. LLC, one of the initial purchasers of the outstanding unregistered notes. As a result of this affiliate relationship, if Morgan Stanley & Co. LLC conducts any market making activities with respect to the notes, Morgan Stanley & Co. LLC 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. LLC 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. LLC 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.

The filing of a bankruptcy petition against us may limit your recovery of original issue discount on the exchange notes.

If a bankruptcy petition were filed by or against us under applicable U.S. federal bankruptcy laws, the issuance of the exchange notes and the claim by any holder of the exchange notes for the principal amount of the exchange notes may be limited to an amount equal to the sum of:

Any original issue discount that was not amortized as of the date of the bankruptcy filing may constitute unmatured interest. Accordingly, holders of the exchange notes under these circumstances may receive a lesser amount than they may be entitled to under the terms of each indenture governing the exchange notes, even if sufficient funds are available.

The exchange offers are 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 offers. 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 offers. Accordingly, the issuance of the exchange notes will not result in any change in our indebtedness or capitalization.

The following table sets forth our consolidated cash and cash equivalents and capitalization as of July 13, 2013.

This table should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our audited and unaudited consolidated financial statements and related notes thereto included elsewhere in this prospectus.

The following table sets forth our selected historical consolidated financial and operating data. The selected historical consolidated financial and operating data as of December 31, 2011 and December 29, 2012 and for Fiscal 2010, Fiscal 2011 and Fiscal 2012 has been derived from our audited consolidated financial statements prepared in accordance with GAAP that are included elsewhere in this prospectus. The selected historical consolidated financial and operating data as of December 27, 2008, January 2, 2010 and January 1, 2011 and for Fiscal 2008 and Fiscal 2009 has been derived from our audited consolidated financial statements prepared in accordance with GAAP that are not included in this prospectus. The historical results of Tops Holding LLC and its subsidiaries have been consolidated with those of Tops Holding II Corporation as if Tops Holding II Corporation were in existence for all periods presented.

The selected historical consolidated financial and operating data as of July 13, 2013 and for the 28-week periods ended July 14, 2012 and July 13, 2013, respectively, presented below, has been derived from our unaudited condensed consolidated financial statements, which are also included elsewhere in this prospectus. Such unaudited condensed consolidated financial information has been prepared on a basis consistent with our annual audited consolidated financial statements. In the opinion of management, such unaudited condensed consolidated 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 information set forth below should be read in conjunction with “Summary—Summary Historical Consolidated Financial and Operating Data,” “Capitalization,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our audited and unaudited consolidated financial statements and related notes included elsewhere in this prospectus.

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.”

We are a leading supermarket retailer in Upstate New York, Northern Pennsylvania and Vermont (“our market area”). Introduced in 1962, our Tops brand is widely recognized as a strong retail supermarket brand name in our market area, supported by strong customer loyalty and attractive supermarket locations. As of July 13, 2013, we operated 155 full-service supermarkets under the banners of Tops and Orchard Fresh, with an additional five supermarkets operated by franchisees.

Our Tops Friendly Markets brand and mission statement: “Your friendly neighborhood store that has what you want, while saving you time and money,” exemplifies our focus on quality merchandise, convenience and value. Our supermarkets serve as one-stop shops and offer a wide range of in-store services such as banks, pharmacies and Tim Hortons self-service coffee kiosks. Additionally, we are the only conventional supermarket chain to offer gasoline in the Buffalo and Rochester markets. We have a successful merchandising strategy that offers a broader selection of products and services than our competitors, with a higher mix of national brands. Additionally, we differentiate ourselves by employing a promotional or “Hi-Lo” pricing strategy that resonates well with our market’s core middle income, working family demographic. This promotional strategy uses discounted feature items in our weekly circular, coupons, special advertising events, seasonal price promotions, and a loyalty card program.

In January 2010, with the acquisition of substantially all the assets of Penn Traffic for $85 million, we expanded our retail footprint into the Syracuse area. Of the 79 purchased Penn Traffic supermarkets, we retained and rebannered 50 supermarkets with the most favorable strategic fit and prospects. The Penn Traffic acquisition provided us with significant synergies related to corporate and store-level expenses including distribution, advertising and labor costs. Under our ownership, rebannered supermarkets have achieved strong positive sales and earnings trends.

In October 2012, we further expanded our retail footprint with the acquisition of 21 supermarkets (the “GU Acquisition”) in northern and eastern New York State and neighboring Vermont from GU Markets LLC (“GU Markets”), an affiliate of C&S.

In December 2012, we continued to expand our retail footprint in northern and central New York with the acquisition of three independent supermarkets for a purchase price of $3.0 million (the “December 2012 Acquisition”).

In May 2013, we added an additional four supermarkets to our retail footprint in northern and central New York through a $6.0 million acquisition (the “May 2013 Acquisition”).

For Fiscal 2012, we generated net sales of $2.4 billion and average weekly same store sales per supermarket of $325,897. For the 28-week period ended July 13, 2013, we generated net sales of $1.3 billion and average weekly same store sales per supermarket of $318,667.

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.

Our condensed consolidated financial statements for the 28-week periods ended July 13, 2013 and July 14, 2012 are unaudited, and, in the opinion of management, contain all adjustments that are of a normal and recurring nature necessary for a fair statement of financial position and results of operations for such periods.

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

In October 2012, we completed the GU Acquisition. The 21 acquired supermarkets contributed net sales and operating (loss) income of $54.4 million and $(1.0) million, respectively, during the 28-week period ended July 13, 2013, and $22.3 million and $0.5 million, respectively, during Fiscal 2012.

On December 20, 2012, we issued $460.0 million of senior secured notes, bearing interest of 8.875%. The proceeds from these notes were used to redeem our previously outstanding $350.0 million senior secured notes, pay a $100.0 million dividend to our shareholders and pay fees and expenses related to the issuance. Also during December 2012, we amended and restated our asset-based revolving credit facility.

On May 15, 2013, we issued $150.0 million of unsecured senior notes, bearing cash interest of 8.75%. The proceeds from these notes were used to pay a $141.9 million dividend to our shareholders.

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

28-Week Period Ended July 13, 2013 compared with 28-Week Period Ended July 14, 2012

The results of operations during the 28-week period ended July 13, 2013 when compared with the 28-week period ended July 14, 2012 were significantly impacted by acquired supermarkets, including 21 supermarkets acquired in the GU Acquisition, and new supermarket openings since the summer of 2012. Operating income was negatively impacted by $6.8 million of bonuses paid to stock option holders following the May 2013 dividend, and incremental stock-based compensation expense of $3.5 million associated with stock option re-pricing and vesting acceleration during May 2013.

The following table includes a comparison of the components of our net sales for the 28-week periods ended July 13, 2013 and July 14, 2012.

Inside sales, which are net sales excluding gasoline sales, increased due to the $74.5 million contribution of 28 acquired supermarkets and four new supermarkets opened since July 2012, net of the impact of one supermarket closure. This was partially offset by a 0.5% decrease in same store sales. Inside sales were negatively impacted by a decline in pharmacy sales, largely the result of the conversion of certain drugs from being brand name only to having lower cost generic equivalents. This conversion had an estimated 31 basis points, or $3.5 million, impact on same store sales.

Gasoline sales increased due to a 4.3% increase in the number of gallons sold, primarily due to the addition of six new fuel stations since April 2012. This was partially offset by a 2.9% decrease in the average retail price per gallon.

The following table includes a comparison of cost of goods sold, distribution costs and gross profit for the 28-week periods ended July 13, 2013 and July 14, 2012.

As a percentage of net sales, cost of goods sold remained relatively consistent during the 28-week period ended July 13, 2013 compared with the 28-week period ended July 14, 2012. Our cost of goods sold during the 28-week period ended July 13, 2013 reflects a $1.2 million increase in inventory shrink expense, largely consisting of one-time shrink expense attributable to the transitioning of warehousing and distribution activities from a C&S facility in Brattleboro, Vermont to Lancaster, New York.

As a percentage of net sales, distribution costs remained relatively consistent during the 28-week period ended July 13, 2013 compared with the 28-week period ended July 14, 2012.

The following table includes a comparison of operating expenses for the 28-week periods ended July 13, 2013 and July 14, 2012.

As a percentage of net sales, wages, salaries and benefits remained relatively consistent during the 28-week period ended July 13, 2013 compared with the 28-week period ended July 14, 2012.

The increase in selling and general expenses as a percentage of net sales was largely due to a $4.9 million increase in utility costs, primarily attributable to higher commodity costs for electricity.

The increase in administrative expenses is due to $6.8 million of bonuses paid to stock option holders following the May 2013 dividend, and incremental stock-based compensation expense of $3.5 million associated with the stock option re-pricing that occurred following the May 2013 dividend and the acceleration of vesting of all outstanding options in May 2013. These factors were slightly offset by a $2.4 million reduction in bonus expense due to our performance versus budget metrics during the 28-week period ended July 13, 2013 compared with the 28-week period ended July 14, 2012.

Rent expense reflects our rental expense for our supermarkets under operating leases, net of income we receive from various entities that rent space in our supermarkets under subleases. The increase in rent expense was primarily attributable to acquired and new supermarkets opened since the summer of 2012.

As a percentage of net sales, depreciation and amortization remained relatively consistent during the 28-week period ended July 13, 2013 compared with the 28-week period ended July 14, 2012.

As a percentage of net sales, advertising remained relatively consistent during the 28-week period ended July 13, 2013 compared with the 28-week period ended July 14, 2012.

The $3.7 million increase in interest expense was attributable to a $5.3 million increase in interest related to higher long-term debt levels as a result of our December 2012 and May 2013 financing activities. This was partially offset by a $1.2 million reduction in capital lease interest expense due to the decrease in outstanding principal balances.

The income tax expense for the 28-week period ended July 13, 2013 primarily reflects the recognition of additional valuation allowance associated with our indefinite-lived tradename and goodwill deferred tax liabilities. The overall effective tax rate was (9.2)%. The effective tax rate would have been 19.5% without the impact of adjustments to the valuation allowance.

The income tax expense for the 28-week period ended July 14, 2012 primarily reflects the recognition of additional valuation allowance associated with our indefinite-lived tradename deferred tax liability. The overall effective tax rate was 6.6%. The effective tax rate would have been 39.6% without the impact of federal tax credits and adjustments to the valuation allowance.

Our net (loss) income changed to net loss of $9.5 million during the 28-week period ended July 13, 2013 compared with net income of $10.1 million during the 28-week period ended July 14, 2012 for the reasons described above.

Summary. The results of operations during Fiscal 2012 when compared with Fiscal 2011 were primarily impacted by an increase in gross profit resulting from higher sales and an improved margin rate on inside sales, offset by a modest increase in operating expenses.

Net Sales. The following table includes a comparison of the components of our net sales for Fiscal 2012 and Fiscal 2011.

Inside sales decreased due to a 0.7% decrease in same store sales, combined with the impact of the sale or closure of five of the acquired Penn Traffic supermarkets during the second half of 2011 and early January 2012 that contributed $26.6 million of inside sales during Fiscal 2011. These factors were partially offset by the $36.1 million incremental inside sales contribution of new supermarkets opened since September 2011, including the $22.3 million contribution of the 21 supermarkets acquired from GU Markets. Inside sales were negatively impacted by a significant decline in pharmacy sales of $14.4 million, largely the result of the conversion during the 2012 period of certain drugs from being brand name only to having lower cost generic equivalents. This conversion had an estimated 52 basis points, or $11.3 million, impact on same store sales.

Gasoline sales increased due to a 3.7% increase in the number of gallons sold, primarily due to the addition of eight new fuel stations since July 2011. Additionally, the sales increase was impacted by a 3.3% increase in the retail price per gallon.

Gross Profit. The following table includes a comparison of cost of goods sold, distribution costs and gross profit for Fiscal 2012 and Fiscal 2011.

The decrease in cost of goods sold as a percentage of net sales reflects a continuation of pricing improvements commenced in 2011, promotional spending changes and sales mix. This was partially offset by a $4.9 million increase in shrink expense due to lower retail price inflation in 2012 compared to 2011, as well as incremental warehouse shrink believed to be associated with the transition of warehousing and distribution activities from a facility in Brattleboro, Vermont, to a facility in Lancaster, New York, which now services the majority of our supermarkets, as part of a collective bargaining agreement between C&S and its union employees.

The increase in distribution costs as a percentage of net sales was due to additional C&S labor costs that were incurred in connection with an IT system conversion and the transition of warehousing and distribution activities discussed above.

Operating Expenses. The following table includes a comparison of operating expenses for Fiscal 2012 and Fiscal 2011.

Wages, Salaries and Benefits. The increase in wages, salaries and benefits as a percentage of net sales was attributable to a $3.0 million increase in union health and welfare benefits due to a negotiated 10% increase in year-over-year employer contribution rates.

Selling and General Expenses. The decrease in selling and general expenses as a percentage of net sales was largely due to a $4.6 million decrease in utility costs, primarily attributable to lower commodity costs for electricity. During Fiscal 2012, we recorded a $1.2 million reversal of a liability attributable to the transition services agreement following the PT Acquisition in 2010. These factors were partially offset by a $2.4 million increase in self-insured general liability expense due to adverse developments on existing claims.

Administrative Expenses. The increase in administrative expenses was primarily attributable to $5.3 million of expense associated with stock option bonuses and the repricing of stock option exercise prices following the December 2012 dividend. This was partially offset by a $1.2 million reduction in normal bonus expense.

Rent Expense, Net. Rent expense reflects our rental expense for our supermarkets under operating leases, net of income we receive from various entities that rent space in our supermarkets under subleases. Rent expense remained relatively consistent during Fiscal 2012 compared with Fiscal 2011.

Depreciation and Amortization. Depreciation and amortization remained relatively consistent during Fiscal 2012 compared with Fiscal 2011.

Advertising. Advertising remained relatively consistent during Fiscal 2012 compared with Fiscal 2011.

Impairment Charges. On June 30, 2011, the FTC approved our application to sell three supermarkets acquired in the PT Acquisition that were subject to a divestiture order. The sale of these supermarkets occurred in late July and early August 2011. We recorded a $1.9 million impairment during Fiscal 2011, representing the excess of the carrying value of assets over the sale price.

During November 2011, we executed an agreement to sell an additional supermarket acquired from Penn Traffic that was subject to the FTC divestiture order. We recorded a $0.9 million impairment during Fiscal 2011, representing the excess of the carrying value of assets over the sale price.

Loss on Debt Extinguishment. During December 2012, we satisfied and discharged our obligations under our $350.0 million senior secured notes and amended and restated our asset-based revolving credit facility. In connection with these financing activities, we recorded a $31.2 million loss on debt extinguishment during Fiscal 2012.

Interest Expense, Net. The $2.8 million decrease in interest expense was attributable to a $2.1 million reduction in capital lease interest expense resulting from the decrease in outstanding principal balances, as well as reduced borrowings under our asset-based revolving credit facilities.

Income Tax Expense. Income tax expense during Fiscal 2012 reflects our loss before income taxes, the impact of which was more than offset by the establishment of additional valuation allowance against net deferred tax assets. Income tax expense during Fiscal 2011 primarily reflects our income before income taxes, the benefit of federal tax credits, and the reversal of valuation allowance against net deferred tax assets. The overall effective tax rate was 18.2%. The effective tax rate would have been 38.0% without the impact of federal tax credits and adjustments to the valuation allowance.

Net (Loss) Income. Our net (loss) income changed to net loss of $23.0 million during Fiscal 2012 compared with net income of $5.8 million during Fiscal 2011 for the reasons described above.

Summary. The results of operations during Fiscal 2011 when compared with Fiscal 2010 were primarily impacted by a 1.4% increase in same store sales, the additional four weeks of operating results for the acquired and retained Penn Traffic supermarkets during Fiscal 2011, as well as one-time acquisition and integration costs of $28.6 million associated with the Penn Traffic acquisition incurred during Fiscal 2010.

Net Sales. The following table includes a comparison of the components of our net sales for Fiscal 2011 and Fiscal 2010.

Inside sales increased during Fiscal 2011 compared with Fiscal 2010 due to a 1.4% increase in same store sales, the operation of the acquired and retained Penn Traffic supermarkets for four additional weeks, as well as incremental inside sales associated with new stores opened since 2010. These factors were partially offset by the impact of the sale or closure of 28 of the acquired Penn Traffic supermarkets.

Gasoline sales increased during Fiscal 2011 compared with Fiscal 2010 due to a 27.0% increase in the retail price per gallon. Additionally, the number of gallons sold increased 7.2%, primarily due to the addition of seven new fuel stations since April 2010.

Gross Profit. The following table includes a comparison of cost of goods sold, distribution costs and gross profit for Fiscal 2011 and Fiscal 2010.

Cost of goods sold as a percentage of net sales increased during Fiscal 2011 compared with Fiscal 2010 due to the higher proportion of gasoline sales versus inside sales, as gasoline sales occur at higher cost of goods sold percentages. This was partially offset by a higher cost of goods sold percentage on inside sales during Fiscal 2010 due to promotional activities associated with the rebannering and grand re-openings of the retained Penn Traffic supermarkets, price optimization efforts during Fiscal 2011, as well as a higher percentage of private label merchandise sales during Fiscal 2011.

Distribution costs remained consistent during Fiscal 2011 compared with Fiscal 2010. The decline in distribution costs as a percentage of net sales was primarily driven by the increase in the retail price per gallon on gasoline sales.

Operating Expenses. The following table includes a comparison of operating expenses for Fiscal 2011 and Fiscal 2010.

Wages, Salaries and Benefits. The decrease in wages, salaries and benefits as a percentage of net sales during Fiscal 2011 compared with Fiscal 2010 was largely attributable to the more effective utilization of labor, particularly in the retained Penn Traffic supermarkets as a result of significant increases in sales levels in these stores. The decrease also reflects the higher proportion of gasoline sales versus inside sales, as gasoline sales require relatively less labor support. These factors were partially offset by lower vacation expense of $6.4 million during Fiscal 2010 related to a policy change for union associates that modified the period over which vacation time is earned and a $1.5 million increase in bonus expense in Fiscal 2011 due to improved performance against bonus metrics.

Selling and General Expenses. The decrease in selling and general expenses as a percentage of net sales during Fiscal 2011 compared with Fiscal 2010 was largely due to a $2.7 million decrease in utility costs, primarily attributable to lower commodity costs for electricity. Additionally, $0.7 million of Penn Traffic integration costs were classified in selling and general expenses during Fiscal 2010 that were not incurred in 2011. We also benefitted from the renegotiation of certain cleaning contracts during Fiscal 2011. These positive factors were largely offset by a $1.1 million increase in repairs and maintenance expense, and a $1.4 million increase in credit and debit card transaction fees due to increases in usage and fee rates.

Administrative Expenses. The decrease in administrative expenses during Fiscal 2011 compared with Fiscal 2010 was primarily attributable to a combined $21.7 million of Penn Traffic integration costs, legal and professional fees related to the Penn Traffic acquisition and legal expenses associated with the FTC’s review of the acquired supermarkets recorded in Fiscal 2010. Additionally, we experienced a $5.1 million decrease in information technology, or IT, costs in Fiscal 2011, largely resulting from our renegotiated IT services contract. These items were partially offset by a $0.9 million increase in depreciation related to recent IT equipment capital expenditures, a $2.1 million increase in bonus expense due to improved performance against bonus metrics, a $0.5 million increase in share-based compensation expense due to stock option forfeitures that reduced our recorded expense during Fiscal 2010, normal wage rate increases and severance expense related to corporate headcount reductions during early 2011.

Depreciation and Amortization. The decrease in depreciation and amortization during Fiscal 2011 compared with Fiscal 2010 was largely attributable to a significant amount of assets that became fully depreciated near the conclusion of Fiscal 2010, partially offset by incremental depreciation and amortization of $0.7 million associated with assets acquired as part of the Penn Traffic acquisition, and 2010 and 2011 capital expenditure activity.

Advertising. The decrease in advertising during Fiscal 2011 compared with Fiscal 2010 was due to $5.2 million in costs associated with the communication of the Penn Traffic acquisition to our customers and the promotion of the grand re-openings related to the rebannered supermarkets during Fiscal 2010. This was partially offset by investments in additional advertising initiatives during Fiscal 2011.

Impairment Charges. On June 30, 2011, the FTC approved our application to sell three supermarkets acquired as part of the Penn Traffic acquisition and subject to a divestiture order to Hometown Markets. The sale of these supermarkets closed in late July and early August 2011. As a result of the sale, we recorded a $1.9 million impairment within the consolidated statement of operations during Fiscal 2011, representing the excess of the carrying value of assets over the fair value of assets.

During November 2011, we executed an agreement to sell an additional Penn Traffic supermarket subject to the FTC divestiture order. As a result of this pending sale which closed during January 2012, we recorded a $0.9 million impairment within the consolidated statement of operations during Fiscal 2011, representing the excess of the carrying value of assets over the fair value of assets.

Bargain Purchase. The excess of $15.7 million of the estimated fair value of Penn Traffic net assets acquired over the purchase price has been recognized as a gain in the consolidated statement of operations for Fiscal 2010. This bargain purchase was attributable to the distressed status of Penn Traffic due to poor historical operating results, which led to its 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, and capitalized related financing costs. 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 senior secured 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 Fiscal 2010.

Interest Expense, Net. The $0.5 million increase in interest expense during Fiscal 2011 compared with Fiscal 2010 was primarily attributable to incremental interest expense related to the $75.0 million senior secured notes issued on February 12, 2010 that were outstanding for all of Fiscal 2011.

Income Tax (Expense) Benefit. The income tax expense during Fiscal 2011 primarily reflects our income before income taxes, the benefit of federal tax credits, and the reversal of valuation allowance against net deferred tax assets. The overall effective tax rate was 18.2%. The effective tax rate would have been 38.0% without the impact of federal tax credits and adjustments to the valuation allowance.

The income tax benefit during Fiscal 2010 was primarily attributable to the reversal of $10.3 million of the valuation allowance established during Fiscal 2009. The reversal of the valuation allowance was the result of recording a deferred tax liability that resulted from the bargain purchase 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 Fiscal 2010 was 25.0%. The effective tax rate would have been 39.9% without the impact of adjustments to the valuation allowance, the bargain purchase, and discrete charges.

Net Income (Loss). Our net income (loss) improved to net income of $5.8 million during Fiscal 2011 compared with net loss of $27.0 million during Fiscal 2010 for the reasons described above.

Our primary sources of cash are cash flows generated from our operations and borrowings under the ABL Facility. We believe that these sources will be sufficient to meet working capital requirements, anticipated capital expenditures and scheduled debt service 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.

On May 15, 2013, Tops Holding II Corporation issued the Notes due 2018 (also referred to as the “Holding II Notes”). The proceeds from these notes were used to pay a $141.9 million dividend to Tops Holding II Corporation’s stockholders.

On December 20, 2012, Tops Holding LLC (formerly known as Tops Holding Corporation) and Tops Markets, LLC issued the Notes due 2017 (also referred to as the “Holding I Notes”). The proceeds from these notes were used to redeem their previously outstanding $350.0 million senior secured notes due 2015, pay a $100.0 million dividend to the shareholders of Tops Holding LLC and pay fees and expenses related to the issuance. Also during December 2012, Tops Markets, LLC entered into the ABL Facility. See “Description of Other Indebtedness—The ABL Facility.”

During early October 2012, we completed the GU Acquisition and acquired 21 retail supermarkets in Upstate New York and Vermont. The $27.6 million aggregate purchase price was funded using cash on hand.

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

Cash provided by operating activities for the 28-week period ended July 13, 2013 decreased $29.0 million compared with the 28-week period ended July 14, 2012 due to a $13.9 million decrease in earnings, adjusted for non-cash income and expenses. Additionally, changes in operating assets and liabilities represented a use of cash of $3.9 million during the 28-week period ended July 13, 2013, compared with a source of cash of $11.2 million during the 28-week period ended July 14, 2012. This period-over-period change was primarily attributable to increased working capital requirements related to acquired and newly opened supermarkets, as well as the timing of accounts receivable billings and collections that resulted in an abnormally high balance as of July 13, 2013.

Cash provided by operating activities during Fiscal 2012 increased $18.4 million compared with Fiscal 2011 as changes in operating assets and liabilities represented a source of cash of $5.4 million during Fiscal 2012, compared to a use of cash of $13.3 million during Fiscal 2011. This year-over-year change was primarily attributable to the timing of vendor payments and the resulting changes in accounts payable during the respective periods.

Cash provided by operating activities during Fiscal 2011 increased $19.2 million compared with Fiscal 2010 due to a $49.3 million increase in earnings, adjusted for non-cash income and expenses. Operating cash flows for Fiscal 2010 included $31.4 million of integration costs and one-time legal and professional fee cash expenditures related to the Penn Traffic acquisition. Changes in operating assets and liabilities represented a use of cash from operating activities of $13.3 million during Fiscal 2011, compared to a source of cash of $16.8 million during Fiscal 2010. This period-over-period change was primarily attributable to the timing of vendor payments and the resulting changes in accounts payable during the respective periods.

Cash used in investing activities during the 28-week period ended July 13, 2013 increased $19.5 million compared with the 28-week period ended July 14, 2012 due to increased capital expenditure investments, and cash consideration of $6.0 million paid in connection with the acquisition of four independent supermarkets during May 2013. We expect to invest $45 million to $55 million in capital expenditures during Fiscal 2013, including recent acquisitions.

Cash used in investing activities during Fiscal 2012 increased $21.8 million compared with Fiscal 2011, primarily due to cash consideration of $27.6 million paid in connection with the GU Acquisition, partially offset by a decrease in normal capital expenditure activities.

Cash used in investing activities during Fiscal 2011 decreased $68.7 million compared with Fiscal 2010, primarily due to cash consideration paid in connection with the Penn Traffic acquisition during Fiscal 2010, net of proceeds from the subsequent divestiture of Penn Traffic stores. Cash paid for property and equipment totaled $45.6 million and $49.7 million during Fiscal 2011 and Fiscal 2010, respectively.

Cash used in financing activities decreased $9.7 million during the 28-week period ended July 13, 2013 compared with the 28-week period ended July 14, 2012. The decrease was primarily attributable to an $11.8 million net increase in revolving credit facility borrowings. Largely offsetting were cash flows related to the May 2013 financing and dividend activities, including the net proceeds from the Holding II Notes issuance of $148.5 million, the $141.9 million dividend paid to our shareholders and fees and expenses incurred related to the notes issuance.

Cash used in financing activities decreased $15.0 million during Fiscal 2012 compared with Fiscal 2011 as a result of the December 2012 refinancing and dividend activities, as we used the proceeds from the issuance of $460.0 million of Senior Secured Notes to repay our previously outstanding $350.0 million senior secured notes and pay a $100.0 million dividend to our shareholders.

Cash (used in) provided by financing activities decreased $83.9 million during Fiscal 2011 compared with Fiscal 2010 as a result of the issuance of an additional $75.0 million of senior secured notes and the proceeds of $30.0 million from the issuance of additional common shares during Fiscal 2010. This was partially offset by a $30.0 million dividend paid to our shareholders during Fiscal 2010, the change in net borrowings and repayments related to our asset-based revolving credit facility, as well as $5.8 million of deferred financing costs incurred during Fiscal 2010.

The following table sets forth a summary of our significant contractual obligations as of July 13, 2013:

We contribute to the Local One plan, a defined benefit multiemployer pension plan, under our collective bargaining agreements with Local One. The Local One plan generally provides retirement benefits to participants based on their service to contributing employers. We are contingently liable for withdrawal liability in the event that we withdraw from the Local One plan. The actuary for the Local One plan has estimated that, as of December 31, 2011, our withdrawal liability would be approximately $299.0 million in the event of our complete withdrawal from the Local One plan during the 2012 plan year. We have not yet received estimates for withdrawals occurring in 2013 but anticipate that the withdrawal liability will increase from the 2012 estimates noted above. In accordance with applicable accounting rules, our contingent withdrawal liability is not included in our consolidated financial statements. We have no intention to withdraw from the Local One plan. During Fiscal 2012, Fiscal 2011, Fiscal 2010 and the 28-week periods ended July 13, 2013 and July 14, 2012, we made contributions of $9.4 million, $8.9 million, $7.9 million, $5.4 million and $5.1 million, respectively, to this plan. We are required to increase our annual contributions to the Local One plan pursuant to our current collective bargaining agreements and the Local One plan’s current rehabilitation plan.

In addition, at the time we entered into our supply arrangement 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, or upon termination of the supply agreement. According to estimates of the actuary for the multiemployer plans, the withdrawal liability for a withdrawal from such plans in 2013 would be $183.3 million.

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.

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.

Our consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America, or 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 our 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.

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 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 judgments 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.

We value inventories at the lower of cost or market using the last-in, first-out, or 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.

In accordance with the provisions of Accounting Standards Codification (“ASC”) 350, “Intangibles—Goodwill and Other,” or 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 growth assumptions, and the selection of the appropriate discount and royalty rates.

We use estimates based on expected trends in making these assumptions. An impairment loss, if necessary, is recorded as the excess of the carrying value over the net present value of estimated cash flows, which represents the estimated fair value of the asset. We did not recognize any impairment losses related to the Tops tradename during Fiscal 2012, Fiscal 2011, Fiscal 2010 or the 28-week periods ended July 13, 2013 and July 14, 2012. In connection with our December 1, 2012 impairment review, the fair value of the tradename was approximately 90% greater than the carrying value.

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:

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. As discussed in Note 10 to our audited consolidated financial statements included elsewhere in this prospectus, the Company recorded impairment charges of $2.8 million during Fiscal 2011. There were no impairment charges recorded during Fiscal 2012, Fiscal 2010 or the 28-week periods ended July 13, 2013 and July 14, 2012.

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, 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.

As the values of certain assets and liabilities related to the GU Acquisition were preliminary in nature, such values were adjusted during Fiscal 2012 as additional information was obtained.

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.

We are primarily self-insured for costs related to workers’ compensation and general liability claims. As of July 13, 2013, our workers’ compensation and general liability reserves were $15.3 million and $5.7 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 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 which is updated as new 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 established 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.

We account for income taxes using the liability method in accordance with ASC 740, “Income Taxes.” 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, net operating loss 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. The Company uses 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 operating income in future periods will be sufficient to fully recognize any gross deferred tax assets. If recovery is not more likely than not, we must increase our provision for taxes by recording a valuation allowance against the deferred tax assets. 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 such 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 are included in Note 1 to our audited consolidated financial statements included elsewhere in this prospectus.

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. We do not enter into derivative financial instruments for trading purposes. 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 July 13, 2013, we did not have any outstanding interest rate swaps designated as fair value or cash flow hedges.

The table below provides information about our outstanding debt as of July 13, 2013. The amounts shown for each year represent the contractual maturities of long-term debt, excluding capital lease obligations, as of July 13, 2013. Interest rates reflect the weighted average rates for the outstanding instruments. The Fair-Value column includes the fair-value of our debt instruments as of July 13, 2013. Refer to Note 1 of our audited consolidated financial statements included elsewhere in this prospectus for information about our accounting policy for financial instruments.

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.

We are a leading supermarket retailer in Upstate New York, Northern Pennsylvania and Vermont (“our market area”). Introduced in 1962, our Tops brand is widely recognized as a strong retail supermarket brand name in our market area, supported by strong customer loyalty and attractive supermarket locations. As of July 13, 2013, we operated 155 full-service supermarkets under the banners of Tops and Orchard Fresh, with an additional five supermarkets operated by franchisees.

In October 2012, we further expanded our retail footprint with the acquisition of 21 supermarkets in northern and eastern New York State and neighboring Vermont from GU Markets, an affiliate of C&S. The 21 acquired supermarkets contributed net sales and operating (loss) income of $54.4 million and $(1.0) million, respectively, during the 28-week period ended July 13, 2013, and $22.3 million and $0.5 million, respectively, during Fiscal 2012.

In December 2012, we continued to expand our retail footprint in northern and central New York with the acquisition of three independent supermarkets pursuant to the December 2012 Acquisition.

In May 2013, we added an additional four supermarkets to our retail footprint in northern and central New York through our May 2013 Acquisition.

We are headquartered in Williamsville, New York and employ approximately 14,300 associates, of which approximately 87% are unionized.

We were acquired by a group of investors led by MSPE in December 2007. 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 $8 billion in private equity transactions on a global basis since 1985. With offices in New York and London, MSPE seeks out investment opportunities around the world and employs a global approach with local market and industry knowledge.

As of July 13, 2013, we operated 155 supermarkets with an additional five supermarkets operated by franchisees.

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

We have a variety of supermarket sizes that are tailored to the specific needs of the local communities in which we operate. The majority of supermarkets are open 24 hours a day, 7 days a week. The following summarizes the number of supermarkets by size categories:

We may continue to look for opportunities to further optimize our store profile. This could involve, among other things, acquisitions, disposals, or closings of supermarkets and other restructuring initiatives.

We believe that we offer the most comprehensive range of products and services with the broadest choice of recognized national brands of any supermarket in our Upstate New York, Northern Pennsylvania and Vermont markets. We carry approximately 50,000 SKUs. We also boast an extensive private label offering across several departments.

We believe that our regional focus provides us with an in-depth knowledge of local consumer preferences and allows for the customization of our merchandising, pricing, marketing and other operational strategies for local demographics and competition. Our familiarity with the areas in which we operate and our understanding of local customer preferences allows us to offer more relevant product selections and supermarket features that resonate with shoppers in our markets and distinguish us from our competitors.

Our modern, full-service supermarkets offer 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. We position 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. We are the only conventional supermarket chain to offer gasoline in the Buffalo and Rochester markets. As of July 13, 2013, 79 supermarkets offered pharmacy services and 48 fuel centers were in operation, including our franchise locations.

Our portfolio of private label products provides additional choices to our customers, which we believe generates increased shopper loyalty. We believe our Tops branded product line offers premium quality products that are either equal or superior in quality to comparable best-selling, nationally advertised brands. Our organic and natural foods product line, Full Circle, includes a wide variety of organic, gluten-free and nut-free products.

Our strategy focuses on building customer loyalty and satisfaction through an emphasis on the customer’s shopping experience. We achieve this by offering loyalty incentives that foster and strengthen customer relationships, by employing knowledgeable and friendly associates, by advertising with a message that emphasizes strong customer value and by providing a shopper-friendly setting for our large selection of high-quality products offered at competitive prices.

We believe that we offer a broader selection of well-known, nationally advertised brands in our supermarkets than our major competitors. We allow our supermarket managers flexibility in their merchandising, making the displays and product assortment at each supermarket relevant to its specific customer base.

Delivering compelling customer value through strategic pricing and promotional programs is a critical part of our marketing platform. Tops Friendly Markets utilizes a differentiated Hi-Lo pricing strategy, which resonates well with our market’s core middle income, working family demographic, by offering promotional pricing and an aggressive coupon strategy. The Hi-Lo strategy involves frequent promotions that heavily discount selected products targeted to increase supermarket traffic and incremental purchases. Our weekly circular executes one of the only Hi-Lo promotional strategies in our markets, resulting in improved customer loyalty and enhanced vendor participation.

Additionally, we drive customer loyalty through bonus card programs. We believe that these loyalty and gas promotional programs provide a significant strategic advantage by appealing to our core middle income, working family demographic. Our loyalty card provides our customers with an incentive to shop at our supermarkets through price discounts and special promotions that are not available elsewhere. The program also provides us with valuable customer purchasing data. Through the accumulation of this information, we are able to identify our customer’s shopping patterns, enabling us to optimize our inventory and target merchandising, category management and sales promotions. Our gas loyalty card program provides customers a discount on Tops gasoline based on grocery purchases and has proven very beneficial in attracting and retaining customers and helping to drive sales.

Our store managers and their teams of associates represent a key strategic component in serving customers and communicating our offerings to the shopping public. Our supermarkets employ a large force of knowledgeable and well-trained sales associates who deliver exceptional service to our customers and create a welcoming shopping experience. Associates are well trained in the areas of customer service, point-of-sale technology and product knowledge.

Our strategy also includes weekly sales and promotions, competitive pricing and advertising that emphasizes strong customer value. We spend the majority of our advertising budget on print advertising, including our weekly circulars, which are available in-store and as inserts in the local newspaper. We also advertise over the radio and through in-store events. Analyzing customer data allows us to utilize direct mail promotions. The in-store environment is also enhanced with clear promotional program communication via traditional signage.

For Fiscal 2012, approximately 61% of our products were supplied by C&S. Although there are a limited number of companies that can supply our supermarkets, we believe that other suppliers could provide similar products on comparable terms.

In November 2009, we entered into a supply agreement with C&S whereby C&S provides warehousing, logistics, procurement and purchasing services in support of our entire supply chain. This agreement, which expires on September 24, 2016, provides that the actual costs of performing the services are reimbursed to C&S on an “open book” or “cost-plus” basis, whereby the parties negotiate annual budgets that are reconciled against actual costs on a periodic basis. The parties annually negotiate services, specifications and performance standards that govern warehouse operations. The agreement sets out the parties’ respective responsibilities for the procurement and purchase of merchandise intended for use or resale in our 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 is paid an annual fee and has incentive income opportunities based upon its cost savings and increases in retail sales volume.

On September 24, 2012, we entered into a supplemental supply agreement with C&S to provide services similar to those described above in support of the 21 supermarkets acquired in the GU Acquisition. This agreement expires on September 23, 2022.

Effective May 1, 2013, Tops Markets entered into a member participation agreement with Topco Associates LLC, a procurement cooperative for food retailers and wholesalers, for the supply of substantially all of the Company’s prescription drugs and other health and beauty care products requirements. This agreement expires February 28, 2017. The Company’s previous supply agreement for these products with McKesson was terminated without penalty.

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 greater capital resources. In addition, other national or international supermarkets or comparable store operators could enter our markets. We also face competition from restaurants and fast food chains.

Our supermarkets require a variety of licenses and permits that are renewed on a periodic basis. Payment of a fee and adherence to the licensing agency’s requirements are generally the conditions to maintaining such licenses and permits. We maintain registered trademarks for nearly all our supermarket banner tradenames and private label brand names, including Tops, Tops Friendly Markets and Orchard Fresh. Trademarks are generally renewable on a 10-year cycle. In connection with the PT Acquisition, we also acquired trademarks from Penn Traffic. All of the retained Penn Traffic supermarkets have been converted to the Tops banner. In connection with the GU Acquisition, we also acquired trademarks from GU Markets. All of the GU Markets supermarkets have been converted to the Tops banner. We consider trademarks an important way to establish and protect our brands in a competitive environment.

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 operations are in material compliance with these 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. See “Risk Factors—Risks Related to Our Business.”

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 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 a person who arranges 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 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 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.

As of July 13, 2013, we operated 155 supermarkets with an additional five supermarkets operated by franchisees. Of the operated supermarkets, we leased 140 and owned 15.

As of July 13, 2013, we owned 11 supermarkets in Bath, Buffalo, Camden, Canastota, DeWitt, Fayetteville, Frewsburg, Pulaski, Randolph, Saranac Lake and Sherrill, New York, three supermarkets in Bradford, Sheffield and Youngsville, Pennsylvania and one supermarket in Northfield, Vermont.

We lease most of our supermarkets, which is typical of companies in the retail industry. We believe our long-standing presence in many of our locations provides us with the advantage of relatively low rents. The average remaining term on our leases, including options to renew, is 25 years.

We entered into an arrangement with the Town of Lancaster Industrial Development Agency (“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 on December 31, 2017, 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, the facility is subleased to a C&S affiliate, and operated by C&S on our behalf. The facility consists of a food distribution warehouse with refrigerated areas and ancillary buildings and comprises 906,600 square feet. 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 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 depository for all mail to our corporate offices and store facilities.

We employ approximately 14,300 associates. Approximately 87% of these associates are members of UFCW, Local One or two other UFCW unions. All other associates are non-union serving primarily in management, field support or pharmacist roles. We are a party to six collective bargaining agreements with Local One expiring between March 2014 and October 2015. The two non-Local One UFCW collective bargaining agreements expire in February 2015 and April 2016, respectively. We believe that relationships with our employees are satisfactory.

We are subject to various legal proceedings and claims, either asserted or unasserted, which arise in the ordinary course of business. 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 effect on our results of operations, financial position or cash flows.

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

Gary S. Matthews. Mr. Matthews has served as Chairman since December 2007. Mr. Matthews is a Managing Director and Operating Partner of MSPE. He has led several private equity backed companies and public company business units, including Simmons Bedding Company from 2006 to 2007, Sleep Innovations, Inc. from 2005 to 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. He held senior management positions at PepsiCo from 1991 to 1996 and McKinsey & Company from 1986 to 1991. Mr. Matthews serves as Chairman of ReachOut Healthcare America, Inc. and Creative Circle. He also sits on the Board of Directors and Compensation & Governance Committees of Learning Care Group and the Board of Directors of Van Wagner. Mr. Matthews began his career at Procter & Gamble after receiving a B.A. cum laude from Princeton University. He also holds an M.B.A. with distinction from Harvard Business School.

Frank Curci. Mr. Curci has served as President, Chief Executive Officer and Director since December 2007. Mr. Curci has more than 37 years of experience in the supermarket industry. From April 2005 to September 2006, he served as Chief Operating Officer for Alabama-based Southern Family Markets, a subsidiary of C&S, 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 1995 to 2003, Mr. Curci was Chief Executive Officer of Tops Markets, LLC 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 1987 to 1995 at Mayfair Supermarkets, which operated as Foodtown in New Jersey. He is a certified public accountant and holds an M.B.A. and a B.A. from Rutgers University.

Kevin Darrington. Mr. Darrington has served as Chief Operating Officer since March 1, 2010. From March 2010 to December 2010, he was Chief Operating Officer and Chief Financial Officer. He was Senior Vice President and Chief Financial Officer from March 2008 to March 2010. Prior to joining the Company, he was 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. in accounting from Indiana University.

William R. Mills. Mr. Mills has served as Senior Vice President and Chief Financial Officer since December 1, 2010. From November 1, 2010 to December 1, 2010, he was Senior Vice President. Prior to joining the Company, Mr. Mills was founder and owner of William R. Mills Consulting, which advises owners of small and mid-market companies in connection with value enhancement, from August 2009 to October 2010. Between 1992 and July 2009, he was with Weis Markets, Inc., a chain of supermarkets located in Pennsylvania and surrounding states, where he was most recently Senior Vice President, Chief Financial Officer and Treasurer and a member of its Board of Directors. Mr. Mills holds a B.S.A. from the University of Louisville and is a certified public accountant.

John Persons. Mr. Persons has served as Senior Vice President of Retail Operations since December 2007. He was Vice President of Retail Operations from November 2000 to December 2007. Mr. Persons has worked for Tops Markets, LLC for 29 years, holding positions of increasing responsibility in operations over that time. He holds a B.A. and M.B.A. from the State University of New York at Buffalo.

Lynne Burgess. Ms. Burgess has served as Senior Vice President, General Counsel and Secretary since September 2010. Prior to joining the Company, she was with Asbury Automotive Group, where she was Vice President and General Counsel from September 2002 to March 2009 and Secretary from February 2005 to March 2009. From July 2001 to September 2002, Ms. Burgess served as General Counsel and Secretary to the Governance Committee for Oliver, Wyman & Company, LLC, an international strategy-consulting firm. Prior to joining Oliver, Wyman & Company, she was Senior Vice President and General Counsel of Entex Information Services, Inc., a national personal computer systems integrator, from May 1994 until June 2000. Ms. Burgess holds a B.A. from William Smith College and a J.D. from Fordham Law School.

Jack Barrett. Mr. Barrett has served as Senior Vice President, Human Resources and a member of the Tops Executive Committee since 2000. He has worked for Tops Markets, LLC for over 40 years. Mr. Barrett’s areas of responsibility have included compensation and 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 and Vice President of Human Resources in 1996. He holds a B.S. from Canisius College.

Eric Fry. Mr. Fry has served as Director since September 2009. Mr. Fry is a Managing Director of MSPE. He 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, Morgan Stanley Capital Partners IV and Metalmark Capital Partners I. Mr. Fry has served on the Boards of Directors of various Morgan Stanley Capital Partners portfolio companies and currently sits on the Boards of Directors of Learning Care Group and ReachOut Healthcare America, Inc. Mr. Fry holds a B.S. summa cum laude from The Wharton School of the University of Pennsylvania and an M.B.A. from Harvard Business School.

Eric Kanter. Mr. Kanter has served as Director since September 2009. Mr. Kanter is an Executive Director of MSPE. Mr. Kanter joined Morgan Stanley in August 2003 in the Investment Banking division, working in the Mergers and Acquisitions group. He joined MSPE in July 2007. Mr. Kanter serves on the Board of Directors of ReachOut Healthcare America, Inc. 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 where 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 has served as Director since 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, he was an advisor to Borders’ Board of Directors. Before joining the Borders Group, Mr. Josefowicz served as chief executive officer of the Jewel/Osco division of American Stores Company until its merger with Albertson’s, Inc. After the merger, he became president of Albertson’s Midwest region. Mr. Josefowicz served as the lead director and member of the Audit Committee of the Board of Directors of Winn-Dixie Stores, Inc., from December 2006 to March 2012, when the company was acquired by BI-LO. Mr. Josefowicz is the non-executive chairman and chair of the Nominating and Corporate Governance Committee of the Board of Directors of PETsMART, Inc., director and member of the Audit Committee of the Board of Directors of United States Cellular Corp., a member of the Board of Directors of True Value Company and a member of the Board of Directors of Roundy’s Supermarkets, Inc. where he is a member of the Audit Committee and the Compensation Committee. He has previously served as a director of Ryerson Inc. and Spartan Stores. He holds a B.A. from Michigan State University and an M.B.A. from the Kellogg School of Management at Northwestern University.

Stacey Rauch. Ms. Rauch has served as Director since October 2010. From 1986 to September 2010, Ms. Rauch was with McKinsey & Company, from which she retired in 2010. She currently serves as Director Emeritus of McKinsey. Ms. Rauch was a leader in McKinsey’s Retail and Consumer Goods Practices and served as the head of the North American Retail and Apparel practice. Her areas of expertise include strategy, marketing, merchandising, multi-channel management, global expansion, retail store operations and organization. During her 24 years at McKinsey, Ms. Rauch led engagements for a wide range of retailers, apparel wholesalers and consumer goods manufacturers. Prior to joining McKinsey, she spent five years in product management for the General Foods Corporation. Ms. Rauch is currently a non-executive director of Ann, Inc. where she sits on the Nominating and Corporate Governance Committee, Land Securities Group PLC where she sits on the Audit Committee, and Fiesta Restaurant Group where she chairs the Remuneration Committee and sits on the Nominating and Corporate Governance Committee. She holds a B.S. in Economics and an M.B.A. from The Wharton School of the University of Pennsylvania.

Our audit committee is currently comprised of Mr. Matthews and Mr. Kanter. We are a privately held company and do not have equity 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.

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 our Board of Directors be independent. 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 of our five non-employee directors, Messrs. Matthews, Fry, Kanter, Josefowicz and Ms. Rauch may qualify as an independent director based on the definition of independent director set forth in Rule 5605(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, Fry, Kanter and Josefowicz, all of whom may qualify as independent directors 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 of Directors.

The Compensation Committee of our Board of Directors (the “Compensation Committee”) oversees our executive compensation program. Our chief executive officer (“CEO”) evaluates the performance and reviews compensation for our executive officers, including the named executive officers, but excluding himself, and makes recommendations to the Compensation Committee. The Compensation Committee makes its recommendations to the Board of Directors for all executive officers, including the CEO, based on several factors, including individual performance, business results, and general information related to compensation at other private companies. The Board of Directors discusses compensation issues and, based on the recommendations of the CEO and the Compensation Committee and its own independent review and evaluation, makes the final decisions regarding compensation elements for the executive officers, including base salary, benefits, bonus opportunities, and incentive plan design and award levels.

This Compensation Discussion and Analysis describes our compensation program for our executive officers, including our named executive officers, and the basis for decisions regarding their compensation for Fiscal 2012. Our named executive officers for Fiscal 2012 are Messrs. Curci, Darrington, Mills, Persons and Barrett.

Our guiding philosophy is to provide a total compensation package that enables us to attract and retain highly talented executives necessary to sustain our current and long-term success. We design our compensation to motivate our executive officers to create value for our stakeholders through the achievement of our short-term and long-term business objectives while maintaining our commitment to our core values of honesty, integrity, and respect.

What are the key principles that influenced our Fiscal 2012 compensation decisions?

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

We do not provide special retirement arrangements or significant personal benefits for our executive officers, including the named executive officers.

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

An executive officer’s base salary is a fixed component of compensation and does not vary depending on the level of performance achieved. This element of total compensation is intended to attract and retain talented executives. Base salaries are determined for each executive based on his or her position and responsibilities. We review the base salaries for each 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. Effective May 2012, the Board of Directors approved base salary increases for each of our executive officers, all of which resulted in increases of 2.4 percent or less. The base salary for each named executive for Fiscal 2012 is reported in the succeeding Summary Compensation Table.

How did we determine the amount of the annual cash bonus for Fiscal 2012 that we paid to each of our named executive officers?

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

For Fiscal 2012, the Board of Directors determined that the target annual cash bonus for each named executive officer, with the exception of the CEO and COO, would be 60 percent of his actual Fiscal 2012 ending base salary. The Board of Directors further determined that the target annual cash bonus for the CEO would be 100 percent of his actual Fiscal 2012 ending base salary and the target annual cash bonus for the COO would be 75 percent of his actual Fiscal 2012 ending base salary. The percentage of the target bonus that was paid was 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 (described below). In Fiscal 2012, 60 percent of our named executive officers’ bonus was determined based on objective financial performance measures and 40 percent of their bonus was determined at the discretion of the Compensation Committee and the Board of Directors. Named executive officers were then paid a percentage of their target bonus amounts based on these objective and subjective considerations.

In administering the Fiscal 2012 bonus program for the named executive officers, the Compensation Committee considered objective performance measures and target achievement levels for those measures to determine the bonus levels for Fiscal 2012. The objective performance measures used for Fiscal 2012 were (1) adjusted EBITDA, which represents earnings before interest, income taxes, depreciation and amortization, as adjusted to exclude certain one-time and non-cash expenses, and (2) the change in our cash position, net of borrowings related to our asset-based revolving credit facilities. We selected these metrics on which to base the annual bonus for Fiscal 2012 because we believe they represent the primary measures that created value for shareholders in Fiscal 2012.

The target achievement levels in Fiscal 2012 were adjusted EBITDA of $150,025,100 and a change in our net cash position of $42,220,659. Our actual Fiscal 2012 results produced $145,842,316 in adjusted EBITDA and a $45,761,924 change in our net cash position. Based on these results, the Board of Directors, upon the recommendation of the Compensation Committee, determined that the objective portion of each named executive officer’s annual bonus would be paid at 89 percent of the target amount. The Board of Directors then determined that the discretionary portion of each named executive officer’s annual bonus should be paid at 89 percent of the target amount. The decision to pay the discretionary portion of the bonus was based on the Compensation Committee’s desire to reward the substantial efforts that were required to achieve the Fiscal 2012 financial and operational objectives. Accordingly, each named executive officer was awarded 89 percent of their target bonus amount. The annual cash incentive bonus amount paid to each named executive officer for Fiscal 2012 is reported in the Summary Compensation Table.

The following table shows, for each performance measure considered for Fiscal 2012, (i) the target performance level established by the Board of Directors before the beginning of the fiscal year, and (ii) the actual Fiscal 2012 results.

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 Company’s 2007 Stock Incentive Plan, as amended (the “2007 Stock Plan”), under which we have granted stock options to key executives and directors. We believe that granting Company stock options is the best method for motivating our executive officers to manage our Company in a manner that is consistent with the interests of our Company and our shareholders. We also regard our equity incentive program as a key retention tool. Retention is an important factor in our determination of the size of each option grant and the vesting schedules and other terms of these grants.

On December 20, 2012, we effected a significant debt refinancing and paid a $100 million cash dividend to our shareholders. As a result of this dividend recapitalization, we equitably adjusted the outstanding stock options granted during 2010 to the named executive officers by reducing the exercise prices of these stock options from $1,040 to $400. The purpose of the repricing was to mitigate the economic dilution resulting from the payment of a cash dividend to the holders of our common stock, which resulted in a decrease in our stock price. 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 connection with the dividend recapitalization, our Compensation Committee also approved a one-time payment to holders of outstanding stock options, including our named executive officers, to compensate them for the resulting decrease in our stock price. This one-time payment was equal to the difference between the per-share dividend paid to shareholders and the reduction in the exercise prices associated with the stock options, as applicable. Also in connection with the dividend recapitalization, a discretionary bonus was paid to Mr. Mills for his efforts in bringing about the successful completion of the transaction. The amounts paid to each named executive officer are reflected in the Fiscal 2012 Summary Compensation Table.

What key compensation decisions has the Compensation Committee made for Fiscal 2013?

Effective May 2013, the Board of Directors approved base salary increases for each of our named executive officers, all of which resulted in increases of three percent or less, with the exception of Mr. Persons, whose increase was 3.45 percent.

What other benefits or perquisites are offered to our named executive officers?

Retirement and Other Benefits. Our named executive officers are eligible to 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, short-term and long-term disability, and life insurance benefits, all of which are also available to other non-union employees. These elements of total compensation are designed to be market competitive to attract and retain talented executives, given that most of our competitors provide a 401(k) plan and similar health, welfare, disability and life insurance benefits. We also offer our named executive officers the use of a company car, a company-paid supplemental long-term disability plan, and reimbursement of moving expenses in connection with their hire.

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 market practices. Messrs. Curci, Darrington, Mills, Persons and Barrett are entitled to certain severance benefits in the event of their termination of employment without cause under their respective employment agreements. In addition, our 2007 Stock Plan provides that upon the Company’s change of control, all unvested equity awards outstanding under the plan will automatically vest. We previously entered into Bonus Award Agreements, effective October 27, 2009, with Messrs. Curci, Darrington, Persons and Barrett which permit the Board of Directors, in its sole discretion, to accelerate the payment of any unvested portion of each executive’s cash bonus upon the Company’s change of control. With the exception of one payment due to be paid to Mr. Barrett in November 2013, all of the payments in respect of these agreements have been paid and are included in the Summary Compensation Table set forth below. We believe that severance and change of control arrangements are necessary to retain the services of our 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 and Board of Directors periodically review these arrangements and adjust them to take into account market information and our evolving business goals.

On May 15, 2013, in connection with our restructuring transactions whereby Tops Holding II Corporation was formed and became the parent holding company of Tops Holding LLC, Tops Holding II Corporation assumed sponsorship of the 2007 Stock Plan.

On May 15, 2013, a majority of the voting shareholders of Tops Holding II Corporation approved the repricing of certain option awards previously granted under the 2007 Stock Plan to members of the Company’s management and board of directors (the “Repricing”). The purpose of the Repricing was to mitigate the economic dilution that resulted from the payment of a cash dividend to the holders of Tops Holding II Corporation’s common stock on May 16, 2013 that resulted in a decrease in the stock price (the “Dividend Recapitalization”). The Repricing was completed in accordance with the terms of the 2007 Stock Plan. The exercise price was lowered to $20.00 on 3,707 options held by Frank Curci, our Chief Executive Officer, 1,000 options held by William R. Mills, our Chief Financial Officer, 2,121 options held by Kevin Darrington, our Chief Operating Officer, 1,480 options held by John Persons, our Senior Vice President of Operations and 497.89 Options held by Jack Barrett, our Senior Vice President of Human Resources. In addition, the exercise price on 1,978.78 options held by various other members of our management and board of directors was lowered to $20.00. All options subject to the Repricing were issued prior to the Dividend Recapitalization. No other terms of the options were changed. For more information regarding these and related transactions, please refer to Note 10 to our unaudited consolidated financial statements included elsewhere in this prospectus.

In addition, the Board of Directors, acting on behalf of Tops Holding II Corporation as the sole member of Tops Holding LLC, unanimously approved bonus payments by Tops Holding LLC to certain persons in connection with the services rendered by such persons in connection with the consummation of the closing of our offering of the Notes due 2018. Bonus payments were made to Mr. Curci in the amount of $2,224,200; to Mr. Mills in the amount of $600,000; to Mr. Darrington in the amount of $1,272,600; to Mr. Persons in the amount of $888,000 and to Mr. Barrett in the amount of $298,800.

For more information regarding the 2007 Stock Plan, please see the section entitled “—2007 Stock Incentive Plan” following the Grants of Plan Based Awards table.

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

The table below shows the compensation of our CEO, our CFO and the three most highly compensated executive officers other than the CEO and CFO serving as of the end of Fiscal 2012:

The table below sets forth equity and non-equity compensation awards granted to our named executive officers during Fiscal 2012:

We maintain one equity incentive plan, the 2007 Stock Plan, under which the Compensation Committee may grant stock option awards to directors, eligible employees, consultants and independent contractors. There are 13,600 shares of common stock reserved under the 2007 Stock Plan, which shares remain issuable until utilized 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 comply with the Shareholders’ Agreement (described in Note 12 to our audited consolidated financial statements included elsewhere in this prospectus). The Compensation Committee 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 to preserve the aggregate intrinsic value of those stock options.

The 2007 Stock Plan provides that upon a change of control of the Company, any outstanding unvested awards granted under the plan will automatically vest and become exercisable on the effective date of change of control. 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; (iv) the transfer by MSPE of 80 percent or more of their then-owned shares of stock to anyone other than a permitted transferee; or (v) 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.

The following table gives information on option awards that were outstanding for each named executive officer at December 30, 2012:

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 14 to the audited consolidated financial statements included elsewhere in this prospectus.

As of December 29, 2012, all of our named executive officers are party to employment agreements or other similar agreements with Tops Markets, LLC. The equity awards granted to our named executive officers in connection with their prior employment agreements have all vested in full and been exercised.

Frank Curci—Mr. Curci’s employment agreement became effective on December 1, 2007, and is subject to automatic one-year renewals on December 1 of each year (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 is entitled to an annual base salary and an 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 and will not disclose the Company’s confidential information. 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.

William R. Mills—Mr. Mills’ employment agreement originally became effective on November 1, 2010. Under Mr. Mills’ agreement, he is entitled to an annual base salary and an annual bonus opportunity based on a percentage of his base salary. For 2010, Mr. Mills was guaranteed an annual bonus of at least $25,000. Mr. Mills 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. Mills 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 and will not disclose the Company’s confidential information. During that same period, Mr. Mills is also prohibited from soliciting our customers, suppliers and other employees.

Kevin Darrington—Mr. Darrington’s employment agreement originally became effective on March 3, 2008. Under Mr. Darrington’s agreement, he is entitled to an annual base salary and an annual bonus opportunity based on a percentage of his base salary. 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 and will not disclose the Company’s confidential information. During that same period, Mr. Darrington is also prohibited from soliciting our customers, suppliers and other employees.

John Persons—Mr. Person’s employment agreement originally became effective on May 2, 2010. Under Mr. Person’s agreement, he is entitled to an annual base salary and an annual bonus opportunity based on a percentage of his base salary. Mr. Person’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. Pursuant to his employment agreement, Mr. Persons 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 and will not disclose the Company’s confidential information. During that same period, Mr. Persons is also prohibited from soliciting our customers, suppliers and other employees.

John Barrett—Mr. Barrett’s employment agreement originally became effective on May 2, 2010. Under Mr. Barrett’s agreement, he is entitled to an annual base salary and an annual bonus opportunity based on a percentage of his base salary. Mr. Barrett’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. Pursuant to his employment agreement, Mr. Barrett 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 and will not disclose the Company’s confidential information. During that same period, Mr. Barrett is also prohibited from soliciting our customers, suppliers and other employees.

We have entered into employment agreements and maintain incentive plans that require us to provide compensation to our named executive officers in the event of termination of their employment 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 December 30, 2012:

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 upon election as a member of the Board of Directors. In Fiscal 2012, Mr. Josefowicz and Ms. Rauch were the only directors who received compensation for their service on the Board of Directors.

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

Our Compensation Committee is currently comprised of Messrs. Matthews, Fry, 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. Mr. Fry was appointed to the Compensation Committee in May 2011. None of these individuals has been at any time an officer or employee of our Company. During Fiscal 2012, 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.

Effective November 30, 2007, Tops Holding LLC (formerly known as Tops Holding Corporation) entered into a Transaction and Monitoring Fee Agreement with MSPE and Graycliff. In consideration of services provided, Tops Holding LLC incurs annual monitoring fees of $0.8 million to MSPE and $0.2 million to Graycliff, payable in quarterly installments. 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. During Fiscal 2012, Fiscal 2011 and Fiscal 2010, monitoring fees of $1.0 million were paid. During each of the 28-week periods ended July 13, 2013 and July 14, 2012, monitoring fees of $0.5 million were paid. These fees are included in administrative expenses in the consolidated statements of comprehensive (loss) income.

MSPE and Graycliff 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.

Tops Holding II Corporation is a party to a Shareholders’ Agreement dated as of May 15, 2013 (the “Shareholders’ Agreement”), among MSPE, Graycliff 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 LLC. Certain actions of the Board of Directors, however, require the prior written consent of Graycliff. 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 for agreements of this type.

On December 14, 2012, Tops Markets, LLC entered into an amended and restated asset-based revolving credit facility with Bank of America, N.A., as collateral agent and administrative agent. The ABL Facility allows a maximum borrowing capacity of $125.0 million, subject to a borrowing base calculation, with an option for future upsizing to $175.0 million if certain conditions are met. The borrowing base includes inventory, pharmacy prescription files and certain receivables. The ABL Facility will mature on or before December 14, 2017. Based upon the borrowing base calculation as of July 13, 2013, the unused availability under the 2017 ABL Facility was $53.1 million, after giving effect to $15.2 million of letters of credit outstanding thereunder. As of December 29, 2012, $14.8 million of letters of credit were outstanding under the 2017 ABL Facility.

Revolving loans under the ABL Facility, at the option of Tops Markets, LLC, bear interest at either (i) a rate equal to LIBOR plus a margin of 150 to 200 basis points, determined based on levels of borrowing availability reset each fiscal quarter, or (ii) a rate equal to the prime rate (as defined in the ABL Facility) plus a margin of 50 to 100 basis points, determined based on levels of borrowing availability reset each fiscal quarter. As of July 13, 2013 and December 29, 2012, the effective interest rate on borrowings under the 2017 ABL Facility was 2.13% and 2.06%, respectively.

The ABL Facility is collateralized primarily by (i) first-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, deposit accounts, inventory, prescription lists, and certain rights and proceeds relating thereto (collectively, the “ABL Priority Collateral”) and (ii) second-priority interests, subject to certain exceptions and permitted liens, in the Notes Priority Collateral (as defined below).

The ABL Facility contains a fixed charge coverage ratio covenant that only becomes applicable when (a) an event of default under the ABL Facility occurs and is continuing or (b) the availability (as defined under the ABL Facility) is less than the lesser of 10% of (i) the aggregate commitments thereunder and (ii) the borrowing base thereunder. The ABL Facility also contains other 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 and changes in control. Failure to meet any of these covenants would be an event of default. As of July 13, 2013, we were in compliance with all such covenants.

We issued the unregistered Notes due 2017 on December 20, 2012 and the unregistered Notes due 2018 on May 15, 2013. The initial purchasers, which were Merrill, Lynch, Pierce, Fenner & Smith Incorporated, Morgan Stanley & Co. LLC, BMO Capital Markets Corp. and Wells Fargo Securities LLC for the Notes due 2017 and Merrill, Lynch, Pierce, Fenner & Smith Incorporated and Morgan Stanley & Co. LLC for the Notes due 2018, 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 registration rights agreements with these initial purchasers. Under the registration rights agreements, we agreed to use our reasonable best efforts, unless prohibited by applicable law or SEC policy, to:

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

If you are eligible to participate in these exchange offers 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.

Other than the federal securities laws, there are no federal or state regulatory requirements with which the S-4 registrants must comply and there are no approvals that the S-4 registrants must obtain in connection with the exchange offers.

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

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

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 agreements which are applicable to such a holder (including the applicable indemnification obligations).

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) the second anniversary of the applicable issue date, no more additional interest will accrue and the interest rate will revert to the rate otherwise payable under the terms of the notes.

The exchange offers are intended to satisfy our exchange offer obligations under the registration rights agreements. Upon the consummation of the exchange offers, the exchange notes will not have rights to additional interest as set forth above. 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. Copies of the registration rights agreements are exhibits to the registration statement that includes this prospectus.

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, $460.0 million aggregate principal amount of the Notes due 2017 and $150.0 million aggregate principal amount of the Notes due 2018 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 indentures 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 the facilities of 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 offers. 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 promptly after the expiration of the exchange offers.

Holders of unregistered notes who tender in the exchange offers 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 offers. We will pay all charges and expenses, other than certain applicable taxes, in connection with the exchange offers. It is important that you read the section “—Fees and Expenses” below for more details regarding fees and expenses to be incurred in the exchange offers.

Any unregistered notes which holders do not tender or which we do not accept in the exchange offers 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.

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 offers. Notwithstanding any other provisions of the exchange offers, or any extensions of the exchange offers, we will not be required to accept for exchange any unregistered notes, and may amend or terminate the exchange offers if:

The exchange offers will expire 5:00 p.m., New York City time, on , 2013, unless we, in our sole discretion, extend the period of time for which either exchange offer is open. 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 either exchange offer.

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

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 an 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 reasonable discretion, that any of the events or conditions described in “—Conditions of the Exchange Offers” has occurred, we may terminate an exchange offer. We may:

If any such waiver constitutes a material change in an 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 such 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 such 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 an 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.

The Notes due 2017 accrue interest from and including December 20, 2012. Interest is payable on the Notes due 2017 semiannually on June 15 and December 15 of each year, commencing June 15, 2013. The Notes due 2018 accrue interest from and including May 15, 2013. Interest is payable on the Notes due 2017 semiannually on June 15 and December 15 of each year, commencing December 15, 2013. 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 an exchange offer.

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 offers 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:

If you wish to participate in the exchange offers, you will be required to make these representations to us in a 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 , 2013 for use by 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.

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

The term “holder” with respect to the exchange offers 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 offers. To tender unregistered notes in the exchange offers:

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 offers. 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 a letter of transmittal and delivering your unregistered notes, either:

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:

If a 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 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 offers (including the instructions in the letters 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, promptly following the expiration date of the exchange offers.

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 offers.

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 offers. 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 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.

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 offers, may tender their unregistered notes if:

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.

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 , 2013, the expiration date of the exchange offers.

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 offers, 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.

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

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 offers.

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:

We will bear the expenses of soliciting tenders pursuant to the exchange offers. The principal solicitation for tenders pursuant to the exchange offers 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 offers. 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 offers. The tendering holder, however, will be required to pay any transfer taxes, whether imposed on the registered holder or any other person, if:

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.

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 offers. The exchange offer costs will be amortized as part of deferred financing costs over the life of the exchange notes.

The Exchange Notes due 2017 will be issued under an indenture dated as of December 20, 2012 (as amended by the First Supplemental Indenture dated as of May 15, 2013 and the Second Supplemental Indenture dated as of August 20, 2013, the “Notes due 2017 Indenture”) among Tops Holding LLC (formerly known as Tops Holding Corporation), Tops Markets, LLC and Tops Markets II Corporation, as issuers, Tops PT, LLC and Tops Gift Card Company, LLC (collectively, the “Guarantors”) and U.S. Bank National Association, as trustee (the “Trustee”). Tops Holding II Corporation was added as a guarantor of the Notes due 2017 pursuant to the Second Supplemental Indenture dated as of August 20, 2013. In this section “guarantors” shall refer to the Guarantors and Tops Holding II Corporation. The terms of the Exchange Notes due 2017 include those stated in the Notes due 2017 Indenture and those made a part of the Notes due 2017 Indenture by reference to the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”).

The following description is a summary of the material provisions of the Notes due 2017 Indenture, the Intercreditor Agreement and the Security Agreement. It does not restate those agreements in their entirety. We urge you to read the Notes due 2017 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 due 2017”: the “Company” refers only to Tops Holding LLC (formerly known as 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, Tops Markets II Corporation and Tops Markets and not to any of their consolidated subsidiaries; the “Notes” refers to the Exchange Notes due 2017 offered by this prospectus, any unregistered notes that are outstanding after the exchange offers are completed and any Additional Notes (as defined below); and the “Indenture” refers to the Notes due 2017 Indenture.

The Notes will mature on December 15, 2017. Upon completion of the exchange offers, $460.0 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 8.875% per annum. The Notes will accrue interest from December 20, 2012 or from the most recent interest payment date on which interest has been paid. Interest on the Notes will be payable semiannually in arrears on June 15 and December 15 of each year, beginning on June 15, 2013.

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 June 1 or December 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 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.

Payment of the Notes will be guaranteed by (1) the Guarantors, jointly and severally, on a senior secured basis and (2) Tops Holding II Corporation, on an senior unsecured 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 and Tops Holding II Corporation will be jointly and severally obligated to pay the principal of, premium, if any, and interest on the Notes.

The obligations of each Guarantor and Tops Holding II Corporation of the issuers’ Indenture Obligations are limited to the maximum amount which, after giving effect to all other contingent and fixed liabilities of such entity, 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 entity 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—Fraudulent conveyance laws may permit courts to void the subsidiary guarantees of the Exchange Notes due 2017 in specific circumstances, which would interfere with the payment of the subsidiary guarantees and realization upon collateral owned by the guarantors (except Tops Holding II Corporation).”

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.

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

The guarantee of the Notes by Tops Holding II Corporation will not be secured 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 and effectively junior to all obligations of any subsidiary of an Issuer that is not a Guarantor.

As of July 13, 2013, the Issuers and the Guarantors had $810.6 million of secured Indebtedness and capitalized lease obligations outstanding (excluding $15.2 million of outstanding secured letters of credit).

These amounts do not include $53.1 million that the Issuers would have had available for borrowing, subject to borrowing base availability, under the Credit Agreement.

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 will be 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”):

“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;

(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, and the supermarket in Fayetteville, 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 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.

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 have entered into 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 that, 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 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.

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 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).

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.

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;

(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.

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.

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.

At any time prior to June 15, 2015, 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 June 15, 2015, 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 on relevant record dates to receive interest due on an interest payment date, if redeemed during the 12-month period (or in the case of the final period, six-month) beginning on the dates indicated below:

In addition, at any time prior to June 15, 2015, 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 108.875% 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 one or more conditions, including, without limitation, 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 and in any event in accordance with the procedures of the Depositary. 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.

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,

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 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.

(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) $125.0 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 the sum of (i) 90% of credit card receivables and health care receivables of the Company and its Restricted Subsidiaries, (ii) 85% of trade receivables of the Company and its Restricted Subsidiaries, (iii) 85% of the appraised value of prescription lists of the Company and its Restricted Subsidiaries and (iv) 90% of the net orderly liquidation value of the inventory of the Company and its Restricted Subsidiaries (based on the most recent third-party appraisal of such inventory received by the Company), in the case of each of clauses (i) through (iv), on a consolidated basis 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;

(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 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;

(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 the Company’s 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 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 $50.0 million outstanding at any one time.

For purposes of determining compliance with this “—Limitation on Indebtedness” covenant:

(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

(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 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 October 7, 2012 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;

(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

(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 $5.0 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”;

(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 the offering memorandum for the original placement of the Notes 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;

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;

(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

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.

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 involving aggregate value in excess of $2.5 million (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; and

(2) 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;

(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;

(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;

(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 the offering memorandum for the original placement of the Notes 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;

(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.

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 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.

(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) $10.0 million and (y) 2.0% 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;

(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 $20.0 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.

(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 10 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:

(2) pay any Indebtedness owed to the Company or any other Restricted Subsidiary;

(4) transfer any of its properties or assets to the Company or any other Restricted Subsidiary.

(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 than 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;

(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;

(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.

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.

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.

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 the offering memorandum for the original placement of the Notes 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. The Trustee shall have no responsibility whatsoever to determine if such electronic filing has occurred.

After consummation of this exchange offer, whether or not required by the SEC, 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.

(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.

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 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;

(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.

(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);

(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 $25.0 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 $25.0 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 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.

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 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 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.

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;

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.

(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.

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:

(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;

(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 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 (excluding any amendment or waiver of any minimum notice period for redemption, which may be amended with the consent of the Issuers and the holders of at least a majority of the Notes then outstanding) 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.

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 the “Description of the Notes” contained in the offering memorandum for the initial placement of the Notes to the extent such provision was intended to be a verbatim recital of a provision contained herein, as set forth in an Officer’s Certificate.

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.

The Indenture, the Security Agreement, the Intercreditor Agreement, the Notes and any Guarantee or guarantee of the Notes are governed by, and will be construed in accordance with, the laws of the State of New York.

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.

“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 Cash Management Services and Hedging Obligations that are secured pursuant to the security documents in connection with the Indebtedness described in clause (x).

“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;

(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

(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:

(a) the present value at such redemption date of (i) the redemption price of the Note at June 15, 2015 (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 June 15, 2015 (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

“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:

(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”;

(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 “—Certain Covenants—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 $5.0 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 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.

(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.

“Cash Management Services” means any one or more of the following types of services or facilities provided to the Company or any of its Subsidiaries: (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.

(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 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) the amount of management fees and expense reimbursement accrued by such Person to the Permitted Holders pursuant to the Sponsor Management Agreement, (v) 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, (vi) 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 (vii) 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).

“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

(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),

(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) (i) 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 and (ii) any cost savings initiatives, 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;

(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 or cost savings initiative, 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, disposition or cost savings initiative 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 for the original placement of the Notes 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, (y) in the case of any actions in connection with an acquisition or disposition such actions are reasonably expected to be taken no later than six months after such transaction and (z) in connection with any cost savings initiatives not in connection with an acquisition or disposition, the maximum amount of any increase to Consolidated EBITDA for any period pursuant to this definition as a result of such initiatives shall not exceed 15% of Consolidated EBITDA for such period (prior to any increase thereto pursuant to this definition).

“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,

(2) the net cost (benefit) associated with Interest Rate Agreements (including amortization of discounts),

(4) all commissions, discounts and other fees and charges owed with respect to letters of credit and bankers acceptance and

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

“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;

(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; and

(13) 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).

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” means, at any time, Total Assets at such time minus the sum of (1) all current liabilities of the Company and its Restricted Subsidiaries on a consolidated basis in accordance with GAAP and (2) all goodwill, trade names, trademarks, patents, unamortized debt discount and expense and other intangibles of the Company and its Restricted Subsidiaries on a consolidated basis in accordance with GAAP, all as determined by the Company’s most recent consolidated balance sheet and computed 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 on or about 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 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 HP Enterprise Services, LLC (formerly Electronic Data Systems Corporation and Electronic Data Systems, LLC).

“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).

“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 in the United States as in effect as of the Issue Date, including those set forth in:

(1) the Financial Accounting Standards Board’s FASB Accounting Standards Codification; and

(2) the rules and regulations of the SEC with respect to generally accepted accounting principles, including those governing the inclusion of financial statements in periodic reports required to be filed pursuant to Section 13 of the Exchange Act, including opinions and pronouncements in staff accounting bulletins and similar written statements from the accounting staff of the SEC,

except, with respect to any reports or financial information required to be delivered pursuant to “—Certain Covenants—Provision of Financial Statements”, which shall be prepared in accordance with GAAP as in effect on the date thereof.

For purposes of this definition, the term “consolidated” with respect to any Person means such Person consolidated with its Restricted Subsidiaries but does not include any Unrestricted Subsidiary.

“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

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 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.

(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);

(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;

(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

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 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 Merrill Lynch, Pierce, Fenner & Smith Incorporated, Morgan Stanley & Co. LLC, BMO Capital Markets Corp. and Wells Fargo Securities, LLC.

“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.”

“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.

(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;

(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;

(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.

“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 of 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.

(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);

(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 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; 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 $25.0 million;

(11) Hedging Obligations permitted under clause (b)(6) of the covenant “—Certain Covenants—Limitation on Indebtedness”;

(12) guarantees of Indebtedness permitted under clause (b)(5) of the covenant “—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.

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.

(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”;

(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;

(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 Cash Management Services, 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 of a Restricted Subsidiary that is not a Guarantor incurred in accordance with the covenant under “—Certain Covenants—Limitation on Indebtedness”;

(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 and the amount of Indebtedness secured thereby is not increased 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 Obligations being extended, renewed, refinanced or replaced or (b) the amount of premium or other payment actually paid at such time to extend, renew, refinance or replace the Obligations, plus, in either case, the amount of accrued interest, fees and expenses of the Company and its Restricted Subsidiaries incurred in connection with such refinancing;

(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 $15.0 million.

“Person” means any individual, corporation, partnership, joint venture, association, joint stock company, trust, unincorporated organization, limited liability company or government or other entity.

“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.

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, the Registration Rights Agreement, 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.

“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.”

“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 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 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.

(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.

“Total Assets” of the Company means, as of any date, the total amount of assets of the Company and its Restricted Subsidiaries on a consolidated basis as of such date in accordance with GAAP (but excluding amounts attributable to investments in or assets of any Unrestricted Subsidiary).

“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 for the original placement of the Notes, 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 June 15, 2015; provided, however, that if the period from the redemption date to June 15, 2015 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.

(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—Limitation 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 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).

The Exchange Notes due 2018 will be issued under an indenture dated as of May 15, 2013 (as amended from time to time, the “Notes due 2018 Indenture”) between Tops Holding II Corporation and U.S. Bank National Association, as trustee (the “Trustee”). The terms of the Notes due 2018 include those stated in the Notes due 2018 Indenture and those made a part of the Notes due 2018 Indenture by reference to the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”).

The following description is a summary of the material provisions of the Notes due 2018 Indenture, does not purport to be complete and is qualified in its entirety by reference to the Notes due 2018 Indenture. We urge you to read the Notes due 2018 Indenture, filed as an exhibit to the registration statement that includes this prospectus, because it, and not this description, will 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 due 2018”; the “Company” refers only to Tops Holding II Corporation and not to any of its subsidiaries; “Opco” refers only to Tops Holding LLC (formerly known as Tops Holding Corporation), a wholly-owned subsidiary of the Company, and not to any of its subsidiaries; the “Notes” refer to the Exchange Notes due 2018 offered by this prospectus, any unregistered notes that are outstanding after the exchange offers are completed and any Additional Notes (as defined below); and the “Indenture” refers to the Notes due 2018 Indenture.

The Notes will mature on June 15, 2018. Upon completion of the exchange offers, $150.0 million aggregate principal amount of Notes will remain outstanding, subject to the Company’s ability to issue additional Notes (“Additional Notes”) in an unlimited principal amount to the extent permitted by “—Certain Covenants—Limitation on Indebtedness.” 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 exchange notes as provided in the Indenture.

If the Company elects to pay PIK Interest (as defined below) in respect of the Notes as described below, the Company may elect as described below either to increase the outstanding principal amount of the Notes or issue additional Notes (the “PIK Notes”) under the Indenture, having the same terms as the Notes offered hereby (in each case, a “PIK Payment”). The Notes offered hereby and any Additional Notes and PIK Notes subsequently issued under the Indenture will be treated as a single class for all purposes under the Indenture, including waivers, amendments, redemptions and offers to purchase. Unless the context requires otherwise, references to “Notes” for all purposes of the Indenture and this “Description of the Exchange Notes due 2018” include any Additional Notes and any PIK Notes that are actually issued and any references to “principal amount of the Notes” include any increase in the principal amount of the outstanding Notes as a result of the issuance of Additional Notes and any PIK Payment.

Each Note will bear interest at a rate of 8.750% per annum with respect to Cash Interest (as defined below) and 9.500% per annum with respect to any PIK Interest (as defined below) from the Issue Date or from the most recent date to which interest has been paid or provided for, payable semiannually to holders of record at the close of business on June 1 and December 1, immediately preceding each June 15 and December 15 of each year, commencing December 15, 2013. Interest will be paid on the basis of a 360-day year comprised of twelve 30-day months. Subject to the making of PIK Payments as described herein, the Notes will be issued in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof. PIK Payments on the Notes will be made in denominations of $1.00 and any integral multiple of $1.00 in excess thereof.

Except as provided in the immediately succeeding sentence and the definition of “Applicable Amount,” interest on the Notes shall be payable entirely in cash (“Cash Interest”). For any Interest Period after the initial Interest Period (other than the final Interest Period ending at stated maturity), if the Applicable Amount (as defined below) as determined on the Determination Date (as defined below) for such Interest Period shall:

(i) equal or exceed 75%, but be less than 100%, of the aggregate amount of Cash Interest that would otherwise be due on the relevant interest payment date, then the Company may, at its option, elect to pay interest on (a) 25% of the then outstanding principal amount of the Notes by increasing the

principal amount of the outstanding Notes or by issuing PIK Notes in a principal amount equal to such interest (such increased principal amount or PIK Notes, “PIK Interest”) and (b) 75% of the then outstanding principal amount of the Notes as Cash Interest;

(ii) equal or exceed 50%, but be less than 75%, of the aggregate amount of Cash Interest that would otherwise be due on the relevant interest payment date, then the Company may, at its option, elect to pay interest on (a) 50% of the then outstanding principal amount of the Notes as PIK Interest and (b) 50% of the then outstanding principal amount of the Notes as Cash Interest;

(iii) equal or exceed 25%, but be less than 50%, of the aggregate amount of Cash Interest that would otherwise be due on the relevant interest payment date, then the Company may, at its option, elect to pay interest on (a) 75% of the then outstanding principal amount of the Notes as PIK Interest and (b) 25% of the then outstanding principal amount of the Notes as Cash Interest; or

(iv) be less than 25% of the aggregate amount of Cash Interest that would otherwise be due on the relevant interest payment date, then the Company may, at its option, elect to pay interest on the Notes entirely as PIK Interest.

The insufficiency or lack of funds available to the Company to pay Cash Interest as required by the preceding paragraph shall not permit the Company to pay PIK Interest in respect of any Interest Period and the sole right of the Company to elect to pay PIK Interest shall be as (and to the extent) provided in the immediately preceding paragraph.

(1) “Applicable Amount” shall be the amount equal to the sum (without duplication) of,

(i) (a) the maximum amount of all dividends and distributions that, as of the applicable Determination Date (and after giving effect to any borrowing made on such date), would be permitted to be paid to the Company for the purpose of paying Cash Interest by all Restricted Subsidiaries (after giving effect to all corporate, shareholder or other comparable actions required in order to make such payment, requirements of applicable law and all restrictions on the ability to make such dividends or distributions that are otherwise permitted by the covenant described under “—Certain Covenants—Limitation on Dividend and Other Payment Restrictions Affecting Subsidiaries” (including, without limitation, any restrictions and limitations in the Credit Agreement, the Existing Opco Notes Indenture, all other Indebtedness of the Company and its Subsidiaries in existence on the Issue Date or any future Indebtedness incurred in accordance with the Indenture or any agreement that amends, modifies, renews, increases, supplements, refunds, replaces or refinances such Indebtedness)) pursuant to the “restricted payments” covenants (including any exceptions or “baskets” in respect thereof) contained in the Existing Opco Notes Indenture, the Credit Agreement and any other instrument or agreement governing Indebtedness of any Restricted Subsidiary of the Company, the incurrence of which did not violate the Indenture, net of all taxes attributable solely to such dividend or distribution, if any, and, in each case, without regard to whether any such Restricted Subsidiary shall have any funds available to make any such dividends or distributions, less (b) $2.0 million (which amount pursuant to this clause (i) shall in no event be less than $0); and

(ii) (a) all cash and Cash Equivalents on hand at the Company as of such Determination Date (other than any cash and Cash Equivalents on hand at the Company that were distributed to the Company by a Restricted Subsidiary in reliance on an exception under any agreement to which any of the Restricted Subsidiaries is a party that allowed such distribution but only if such amounts have been distributed to the Company for a purpose other than paying Cash Interest (including, without limitation, any exception allowing amounts to be distributed to the Company solely for the purpose of paying taxes and other corporate and administrative expenses attributable to the Company’s consolidated Subsidiaries)) less (b) $2.0 million (which amount pursuant to this clause (ii) shall in no event be less than $0); provided that there shall be excluded from this clause (ii) any net proceeds from the Notes issued on the Issue Date pending the final

application of such proceeds in connection with the Transactions and there shall be excluded from this definition any cash and Cash Equivalents on hand to be used for payment of Cash Interest on the interest payment date next succeeding such Determination Date.

If interest on the Notes with respect to an Interest Period will not be paid entirely as Cash Interest, the Applicable Amount shall be calculated by the Company and shall be set forth in an Officer’s Certificate delivered to the Trustee (upon which the Trustee may conclusively rely) prior to the first day of the relevant Interest Period in which it is to be applied, which Officers’ Certificate shall set forth in reasonable detail the Company’s determination of each component of this definition and in the case of clause (i)(a) identifying in reasonable detail the applicable restriction(s) and the maximum amount of funds that may be paid after giving effect to such restriction. To the extent the Company is required pursuant to the second preceding paragraph and the definition of Applicable Amount to pay Cash Interest for all or any portion of the interest due on any interest payment date, the Company shall and shall cause each of the Restricted Subsidiaries to take all such shareholder, corporate and other actions necessary or appropriate to permit the making of any such dividends or distribution, provided that any such shareholder, corporate and other actions would not violate applicable law or cause a breach of any applicable contract;

(2) “Determination Date” shall mean, with respect to each Interest Period, the fifteenth calendar day immediately prior to the first day of the relevant Interest Period; and

(3) “Interest Period” shall mean the period commencing on and including an interest payment date and ending on and including the day immediately preceding the next succeeding interest payment date, with the exception that the first interest period shall commence on and include the Issue Date and end on and include December 14, 2013 (the interest payment date for any interest period shall be the interest payment date occurring on the day immediately following the last day of such interest period).

In the event that the Company shall determine to pay PIK Interest for any Interest Period, then the Company shall deliver a written notice to the Trustee following the Determination Date but prior to the commencement of the relevant Interest Period, which notice shall state the total amount of interest to be paid on such interest payment date and the amount of such interest to be paid as PIK Interest. The Trustee shall promptly deliver a copy of the notice to the holders. Interest for the first Interest Period commencing on the Issue Date shall be payable entirely in Cash Interest. Interest for the final Interest Period ending at stated maturity shall be payable entirely in Cash Interest.

Notwithstanding anything to the contrary, the payment of accrued interest in connection with any redemption or repurchase of the Notes as described under “—Optional Redemption” and “—Purchase of Notes Upon a Change of Control” and “—Certain Covenants—Limitation on Sale of Assets,” will be made solely in cash.

If the Company pays a portion of the interest on the Notes as Cash Interest and as PIK Interest, such Cash Interest and PIK Interest shall be paid to holders pro rata in accordance with their interests subject to the procedures of the Depositary Trust Company. Principal of, premium, if any, and Cash Interest on the Notes will be payable at the office or agency of the Company maintained for such purpose within the United States or, at the option of the Company, payment of Cash Interest may be made by check mailed to the holders of the Notes at their respective addresses set forth in the register of holders; provided that all payments of principal, premium, if any, and Cash Interest with respect to the Notes represented by one or more global notes registered in the name of or held by the Depository Trust Company or its nominee will be made by wire transfer of immediately available funds to the accounts specified by the holder or holders thereof. Until otherwise designated by the Company, the Company’s office or agency will be the office of the Trustee maintained for such purpose. PIK Interest on the Notes will be payable (1) with respect to Notes represented by one or more global notes registered in the name of or held by the Depositary Trust Company or its nominee, by increasing the principal amount of the outstanding global Note by an amount equal to the amount of PIK Interest for the applicable Interest Period (rounded up to the nearest whole dollar) as provided in writing by the Company to the Trustee, which shall be recorded in the registrar’s books and records and in the schedule to the global note in accordance with the Indenture, and (2) with respect to Notes represented by certificated Notes, by issuing PIK Notes in certificated form in an aggregate principal amount equal to the amount of PIK Interest for the applicable Interest Period (rounded up to the nearest whole dollar), and the

Trustee will, at the written order of the Company, authenticate and deliver such PIK Notes in certificated form for original issuance to the holders on the relevant record date, as shown by the records of the register of holders. Following an increase in the principal amount of the outstanding global Notes as a result of a PIK Payment, the Notes will bear interest on such increased principal amount from and after the date of such PIK Payment. Any PIK Notes issued in certificated form will be dated as of the applicable interest payment date and will bear interest from and after such date. All Notes issued pursuant to a PIK Payment will mature on June 15, 2018 and will be governed by, and subject to the terms, provisions and conditions of, the Indenture and will have the same rights and benefits as the Notes issued on the Issue Date.

The Company cannot assure you that Opco or any of the Company’s Subsidiaries will have the ability to dividend or otherwise distribute funds to the Company in order to allow the Company to make Cash Interest payments on the Notes. The ability of Opco and the Company’s other Subsidiaries to make dividends or distributions to the Company is subject to important exceptions. See “Description of Other Indebtedness” and “Risk Factors—Risks Related to the Exchange Notes—Tops Holding II Corporation, the issuer of the Exchange Notes due 2018, is a holding company with no independent operations or assets. Repayment of Tops Holding II Corporation’s debt, including the Exchange Notes due 2018, is dependent on cash flow generated by Tops Holding LLC and its subsidiaries. Restrictions in the debt instruments of Tops Holding LLC and its subsidiaries and under applicable law limit their ability to provide funds to Tops Holding II Corporation.”

If a holder has given wire transfer instructions to the Company at least three Business Days prior to the applicable payment date, the Company, through the paying agent or otherwise, will pay all principal, Cash Interest and premium, if any, on that holder’s Notes in accordance with those instructions. Except as set forth above with respect to payment of PIK Interest, all other payments on the Notes will be made at the office or agency of the paying agent and registrar, unless the Company elects to make Cash Interest payments by check mailed to the holders at their address set forth in the register of holders. Payment of PIK Interest will be made as set forth above.

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

On the Issue Date, the Notes will not be guaranteed by any of the Company’s Subsidiaries. Under the circumstances described under “—Certain Covenants—Future Guarantees,” the Company will be required to cause any Restricted Subsidiary that guarantees other Indebtedness of the Company to guarantee the Notes.

The Company is an indirect holding company (through its direct Subsidiary, Opco) of Opco and its Subsidiaries. The operations of the Company are conducted through Opco and its Subsidiaries and, therefore, the Company will depend upon cash flow of its Subsidiaries to meet its obligations, including obligations under the Notes. The Company’s ability to make any cash payments to the holders of the Notes is limited by the Credit Agreement and the Existing Opco Notes Indenture, each of which limit the ability of Opco and its Subsidiaries to pay dividends or make other distributions to the Company. None of the proceeds of this offering will be invested in any of the Company’s Subsidiaries. See “Use of Proceeds.” There can be no assurance that sufficient funds will be available when necessary to make required cash payments under the Notes. Any right of the Company to receive assets of any of its Subsidiaries upon that Subsidiary’s bankruptcy, liquidation or reorganization (and the consequent right of the holders of the Notes to participate in those assets) will be structurally subordinated to the claims of that Subsidiary’s creditors

As of July 13, 2013, the Company’s Subsidiaries had $810.6 million of secured Indebtedness and capitalized lease obligations outstanding (excluding $15.2 million of outstanding secured letters of credit), including $41.8 million of indebtedness under the Credit Agreement and $460.0 million of indebtedness in respect of the Existing Opco Notes.

These amounts do not include $53.1 million that the Company’s Subsidiaries would have had available for borrowing on such date, based on borrowing base availability, under the Credit Agreement.

At any time prior to June 15, 2015, the Company, at its option, 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 100.000% 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 June 15, 2015, the Company, at its option, 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 on relevant record dates to receive interest due on an interest payment date, if redeemed during the 12-month period (or in the case of the final period, six-months) beginning on the dates indicated below:

At any time prior to June 15, 2015, the Company, at its option, may use the net proceeds of one or more Equity Offerings to redeem any or all of the Notes issued under the Indenture (including any Additional Notes and any PIK Notes) on not less than 30 nor more than 60 days prior notice at a redemption price equal to 102.000% 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 the relevant record dates to receive interest due on an interest payment date; provided that 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 one or more conditions including, without limitation, 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 and in any event in accordance with the procedures of the Depositary. 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 Company’s right to redeem the Notes as set forth above, the Company may purchase Notes in open-market transactions, tender offers or otherwise.

If a Change of Control occurs, each holder of Notes will have the right to require the Company to purchase all or any part (in integral multiples of $1,000 except that no partial purchase will be permitted that would result in a Note having a remaining principal amount of less than $2,000 or, in the case any PIK Payment has been made, in integral multiples of $1.00 except that no partial purchase will be permitted that would result in a Note having a remaining principal amount of less than $1.00) of such holder’s Notes pursuant to a Change of Control offer. In the Change of Control offer, the Company will offer to purchase all of the Notes, at a purchase price in cash in an amount equal to 101.000% 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 the Company 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 Company’s option, prior to such Change of Control but after it is publicly announced, the Company 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,

If a Change of Control offer is made, the Company 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 Company 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.”

The occurrence of a Change of Control under the Indenture would also constitute a default under the Credit Agreement that permits the lenders to accelerate the maturity of borrowings thereunder and would also likely require the issuers of the Existing Opco Notes to offer to repurchase the Existing Opco Notes under the Existing Opco Notes Indenture. Future senior Indebtedness of the Company may also contain prohibitions on certain events which would constitute a Change of Control or require such senior Indebtedness to be repurchased upon a Change of Control. Moreover, the exercise by the holders of their right to require the Company to repurchase the Notes could cause a default under such senior Indebtedness, even if a Change of Control itself does not, due to the financial effect of

such repurchase on the Company. In addition, the Credit Agreement and the Existing Opco Notes Indenture limit Opco’s ability to make cash available to the Company, by dividend, debt repayment or otherwise to enable the Company to purchase the Notes in the event of a Change of Control, unless and until the Indebtedness under the Credit Agreement and the Existing Opco Notes is repaid in full. As a result, following a change of control event, the Company may not be able to repurchase the Notes unless all Indebtedness outstanding under the Credit Agreement and the Existing Opco Notes is first repaid and any other Indebtedness that contains similar provisions is repaid, or the Company obtains a waiver from the holders of such Indebtedness to provide the Company with sufficient cash to repurchase the Notes. See “Risk Factors—Risks Related to the Exchange Notes—We may be unable to repurchase the exchange notes upon a change of control as required by the indentures governing the exchange notes.”

If holders of not less than 90% in aggregate principal amount of the outstanding Notes validly tender and do not withdraw such notes in a Change of Control offer and the Company, or any third-party making a Change of Control offer in lieu of the Company as described below, purchases all of the Notes validly tendered and not withdrawn by such holders, the Company or such third-party will have the right, upon not less than 30 nor more than 60 days’ prior notice, given not more than 30 days following such purchase pursuant to the Change of Control offer described above, to redeem all Notes that remain outstanding following such purchase at a price in cash equal to 101.000% of the principal amount thereof plus accrued and unpaid interest to but excluding the date of redemption.

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 Company 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 Company to repurchase such holder’s Notes upon a Change of Control may deter a third-party from acquiring the Company 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 Company 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 Company by management or its affiliates) involving the Company 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 Company 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 Company 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 Company 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 Company 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 described in the Indenture applicable to a Change of Control offer made by the Company and purchases all Notes validly tendered and not withdrawn under such Change of Control offer.

The provisions of the Indenture related to the Company’s 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.

(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 (i) such Indebtedness is incurred by the Company or any Restricted Subsidiary (other than Opco and its Restricted Subsidiaries) or constitutes Acquired Indebtedness of the Company or a Restricted Subsidiary (other than Opco or its Restricted Subsidiaries) 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 or (ii) such Indebtedness is incurred by Opco or any of its Restricted Subsidiaries or constitutes Acquired Indebtedness of Opco or any of its Restricted Subsidiaries and, in each case, Opco’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:

(2) Indebtedness pursuant to (A) the Notes (excluding any Additional Notes) or any PIK Payment in accordance with the terms of the Indenture and any Guarantee with respect to the foregoing, 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 Opco’s and its Restricted Subsidiaries’ existing lease with EDS and Indebtedness under the Existing Opco Notes (including the issuance of exchange notes and related guarantees pursuant to the registration rights agreement with respect to the Existing Opco Notes), 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 any disposition or transfer of any such Indebtedness to a Person (other than to the Company 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 the Company 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;

(12) any renewals, extensions, substitutions, refundings, refinancing or replacements (collectively, a “refinancing”) of any Indebtedness incurred pursuant to paragraph (a) of this section and clauses (2), (3) and (15) of this definition of “Permitted Indebtedness,” including any successive refinancing so long as Indebtedness of the Company or a Guarantor may only be refinanced with Indebtedness of the Company 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 Company 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;

For purposes of determining compliance with this “Limitation on Indebtedness” covenant:

The Indenture will provide that the Company will not, directly or indirectly, incur any Indebtedness that is or purports to be by its terms (or by the terms of any agreement governing such Indebtedness) contractually subordinated or junior in right of payment to any Indebtedness (including Acquired Indebtedness) of the Company, as the case may be, unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) made expressly subordinate to the Notes to the extent and in the same manner as such Indebtedness is subordinated to other Indebtedness of the Company. Indebtedness shall not be considered subordinate or junior in right of payment by virtue of being secured to a greater or lesser extent or with different priority.

(a) The Company will not, and will not cause or permit any Restricted Subsidiary to, directly or indirectly (each a “Restricted Payment”):

(ii) purchase, redeem, defease or otherwise acquire or retire for value, directly or indirectly, shares of the Company’s Capital Stock;

(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

(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 (x) in the case of a Restricted Payment by the Company or any of its Restricted Subsidiaries (other than the issuers of the Existing Opco Notes and their Subsidiaries), the Company could incur $1.00 of additional Indebtedness (other than Permitted Indebtedness) under the provisions described under subclause (i) of paragraph (a) of the covenant “—Limitation on Indebtedness” or (y) in the case of a Restricted Payment by Opco or any of its Restricted Subsidiaries, Opco could incur $1.00 of additional Indebtedness (other than Permitted Indebtedness) under the provisions described under subclause (ii) of paragraph (a) of the covenant “—Limitation on Indebtedness”; and

(A) 50% of the aggregate Consolidated Net Income of the Company accrued on a cumulative basis during the period beginning on October 7, 2012 (with the Consolidated Net Income of Opco substituting for the Consolidated Net Income of the Company for any period from October 7, 2012 to the Issue Date) 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) The foregoing provisions shall not prohibit the following Restricted Payments (each a “Permitted Payment”):

(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;

(d) is expressly subordinated in right of payment to the Notes at least to the same extent as the Subordinated Indebtedness to be refinanced;

(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);

(10) payments of dividends on Redeemable Capital Stock of the Company or any Restricted Subsidiary or Preferred Stock of a Restricted Subsidiary issued in accordance with the covenant “—Limitation on Indebtedness”;

(12) Restricted Payments contemplated by the offering memorandum for the original placement of the Notes in connection with the Transactions;

(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;

(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

(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; and

(iv) any issuance or sale of Qualified Capital Stock of the Company to Affiliates;

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 that secure obligations under any Indebtedness, on or with respect to any of its properties other than Permitted Liens, unless in each case:

(1) in the case of Liens securing Subordinated Indebtedness, the Notes are secured by a Lien on such property that is senior in priority to such Liens; or

Any Lien created for the benefit of holders of the Notes pursuant to this covenant shall be deemed automatically and unconditionally released and discharged upon the release and discharge of each of the Liens triggering the obligation to secure the Notes.

For purposes of Section (a)(1) of this covenant only, the following will be deemed to be cash:

(i) to permanently repay (x) Senior Indebtedness of Company (other than Indebtedness owed to the Company or any of its Restricted Subsidiaries) and, in the case of Indebtedness under the Credit Agreement, to correspondingly reduce commitments with respect thereto or (y) Indebtedness of a Restricted Subsidiary and, in the case of Indebtedness under the Credit Agreement, to correspondingly reduce commitments with respect thereto; provided, that if the Company shall so reduce Obligations under any Senior Indebtedness that is not secured by a Lien permitted by the Indenture, the Company will, equally and ratably, reduce Obligations under the Notes by, at its option, (A) redeeming Notes, (B) making an offer (in accordance with the procedures set forth below for an Offer (as defined below)) to all holders to purchase their Notes at a purchase price equal to 100% of the principal amount thereof; plus the amount of any accrued and unpaid interest on the principal amount of Notes to be repurchased or (C) purchasing Notes through open market purchases (to the extent such purchases are at a price equal to or higher than 100% of the principal amount thereof) in a manner that complies with the Indenture and applicable securities law;

(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;

(iv) to invest the Net Cash Proceeds (or enter into a legally binding agreement to invest) in Replacement Assets.

Pending the final application of any such Net Cash Proceeds, the Company 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 Company 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 $20.0 million, within thirty days thereof, or earlier at the option of the Company, the Company will make an offer (an “Offer”) to all holders of Notes and 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 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 Company 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 Notes and other Pari Passu Indebtedness tendered into such Offer to Purchase exceeds the amount of Excess Proceeds, the Trustee will select the Notes and other Pari Passu Indebtedness to be purchased on a pro rata basis. Upon completion of each Offer, the amount of Excess Proceeds will be reset at zero.

(c) Notwithstanding the foregoing, the Company will not be required to apply in accordance with this covenant any Excess Proceeds received in respect of any Asset Sale by Opco or any of its Subsidiaries until such time as such entities are permitted in accordance with the terms of their Indebtedness to dividend or distribute an amount at least equal to such Excess Proceeds to the Company.

(d) The Indenture will provide that the Company 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.

(a) The Notes will not be guaranteed by any of the Company’s Subsidiaries on the Issue Date. After the Issue Date, the Company will cause each Restricted Subsidiary that guarantees any Indebtedness of the Company within ten business days of the date on which such Restricted Subsidiary guarantees such Indebtedness to execute and deliver a supplemental indenture pursuant to which such Restricted Subsidiary will unconditionally Guarantee, on a joint and several basis, the full and prompt payment of the principal of, premium, if any and interest on the Notes and all other obligations under the Indenture on the same terms and conditions as those set forth in the Indenture.

Each Guarantee will be limited to an amount not to exceed the maximum amount that can be guaranteed by that Restricted Subsidiary without rendering the Guarantee, as it relates to such Restricted Subsidiary, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally.

(b) Notwithstanding the foregoing, any Guarantee by a Restricted Subsidiary of the Notes shall provide by its terms that it shall be automatically and unconditionally released and discharged upon:

(2) satisfaction and discharge of the Indenture as set forth below under “—Satisfaction and Discharge”;

(3) a legal defeasance or covenant defeasance of the Indenture as described below under “—Defeasance or Covenant Defeasance of Indenture”; or

(4) such Subsidiary ceasing to be a Guarantor of any other Indebtedness of the Company.

Limitation on Dividend and Other Payment Restrictions Affecting Subsidiaries

(2) pay any Indebtedness owed to the Company or any other Restricted Subsidiary;

(4) transfer any of its properties or assets to the Company or any other Restricted Subsidiary.

(1) encumbrance or restriction pursuant to an agreement or instrument (including, without limitation, the Credit Agreement (and related security documents), the Notes, the Indenture, any Guarantees and the Existing Opco Notes Indenture (and related security documents)) in effect on the Issue Date or any agreement governing Indebtedness that contains encumbrances and restrictions that are not materially more restrictive than those contained in the Indenture, any Guarantees, the Credit Agreement and the Existing Opco Note Indenture (and related 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;

(5) encumbrance or restriction existing under applicable law, rule, regulation or order or any requirement of any regulatory body;

(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 Company’s ability to make payments of principal or interest on the Notes;

(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

The Company 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 Company 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 Company 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 Company 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 the Company 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 the Company will be classified as a Restricted Subsidiary.

The Company 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;

(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.

(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, such reports may be reports of Opco including or accompanied by a reasonably detailed explanation of the differences between the assets, liabilities and results of operations of the Company and its Restricted Subsidiaries, on the one hand, and Opco and its Restricted Subsidiaries on the other hand; 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;

Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants (as to which the Trustee is entitled to rely exclusively on officers’ certificates).

After consummation of the exchange offer contemplated by the Registration Rights Agreement, whether or not required by the SEC, 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.

The Indenture also provides that, so long as any of the Notes remain outstanding, the Company 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 Company has 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.

The Company will not, 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) the Company 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 the Company and its 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 and (ii) shall expressly assume by a supplemental indenture, in a form reasonably satisfactory to the Trustee, all the obligations of the Company 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);

(2) after giving effect to such transaction, no Default or Event of Default exists;

(5) at the time of the transaction, the Company 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.

Notwithstanding the foregoing clauses (2) or (3) (x) any Restricted Subsidiary may consolidate with, merge into or transfer all or part of its properties and assets to another Restricted Subsidiary and (y) the Company may merge with an Affiliate that has no significant assets or liabilities and was formed solely for the purpose of changing the Company’s jurisdiction of organization to another state of the United States.

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 the Company, 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, the Company, and the Company would be discharged from all obligations and covenants under the Indenture and the Notes and the Registration Rights Agreement.

(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);

(3) there shall be a default in the performance, or breach, of any covenant or agreement of the Company under the Indenture (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 Company by the Trustee or (2) to the Company 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 Company 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 Company 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 Company or any Restricted Subsidiary then has outstanding Indebtedness (other than Indebtedness owed to the Company or a Restricted Subsidiary) in excess of $25.0 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) 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 $25.0 million (net of any amounts to the extent that they are covered by insurance), either individually or in the aggregate, shall be rendered against the Company or any Restricted Subsidiary which has not been discharged, fully bonded or stayed for a period of 60 consecutive days; or

(6) the occurrence of certain events of bankruptcy, insolvency or reorganization with respect to the Company 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.

If an Event of Default (other than as specified in clause (6) of the prior paragraph with respect to the Company) 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 Company (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 (6) of the prior paragraph with respect to the Company 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 Company and the Trustee, may rescind and annul such declaration and its consequences if:

(a) the Company has 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 compensation, reasonable 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

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.

The Company is required to notify the Trustee within five business days of the date they become aware of the occurrence of any Default. The Company is 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 Company 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 director, officer, employee, member or stockholder of the Company or any Guarantor, as such, will have any liability for any obligations of the Company or the Guarantors under the Notes, the Indenture, any 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.

The Company may, at its option and at any time, elect to have the obligations of the Company, any Guarantor and any other obligor upon the Notes discharged with respect to the outstanding Notes (“defeasance”). Such defeasance means that the Company, any Guarantor 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 Company’s 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;

In addition, the Company may, at its option and at any time, elect to have the obligations of the Company and any Guarantor 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 the Company) described under “—Events of Default” will no longer constitute an Event of Default with respect to the Notes.

(a) the Company 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 Company has previously provided a notice of redemption with respect to the outstanding Notes, on the applicable redemption date;

(b) in the case of defeasance, the Company shall have delivered to the Trustee an opinion of independent counsel in the United States stating that (A) the Company has 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 Company 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 Company or any Guarantor is a party or by which it is bound; and

(f) the Company 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.

(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 Company and thereafter repaid to the Company or discharged from such trust as provided for in the Indenture) have been delivered to the Trustee for cancellation; or

(b) the Company 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 Company 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 Company or any Restricted Subsidiary is a party or by which the Company or any Restricted Subsidiary is bound;

(e) the Company or any Guarantor has paid or caused to be paid all other sums payable under the Indenture by the Company; and

(f) the Company has 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 of any of the Indenture may be made by the Company, any Guarantor party thereto, if any, and the Trustee, 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 (excluding any amendment or waiver of any minimum notice period for redemption which may be amended with the consent of the Company and the holders of at least a majority of the Notes then outstanding) 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;

(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 Company 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.

Notwithstanding the foregoing, without the consent of any holders of the Notes, the Company, any Guarantor, any other obligor under the Notes and the Trustee may modify or amend the Indenture:

(1) to evidence the succession of another Person to the Company or a Guarantor, and the assumption by any such successor of the covenants of the Company or such Guarantor in the Indenture, the Notes and any Guarantee in accordance with “—Certain Covenants—Consolidation, Merger, Sale of Assets”;

(2) to add to the covenants of the Company, 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 Company or any Guarantor or any other obligor upon the Notes, as applicable, in the Indenture, the Notes or any Guarantee;

(3) to cure any ambiguity, or to correct or supplement any provision in the Indenture, the Notes or any Guarantee which may be defective or inconsistent with any other provision in the Indenture, the Notes or any Guarantee;

(4) to make any other provisions with respect to matters or questions arising under the Indenture, the Notes or any Guarantee; 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) in the event that the PIK Notes are issued in certificated form, to make appropriate amendments to the Indenture to reflect an appropriate minimum denomination of certificated PIK Notes and establish minimum redemption amounts for certificated PIK Notes;

(7) to evidence and provide the acceptance of the appointment of a successor Trustee under the Indenture;

(8) to provide for the issuance of Additional Notes or PIK Notes in accordance with the Indenture; or

(9) in the sole discretion of the Company, to conform any provision of the Indenture to the provisions of this “Description of the Exchange Notes due 2018” contained in the offering memorandum for the original placement of the Notes to the extent such provision was intended to be a verbatim recital of a provision contained herein, as set forth in an Officer’s Certificate.

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.

The Indenture, the Notes and any Guarantee will be governed by, and construed in accordance with, the laws of the State of New York.

The Indenture contains certain limitations on the rights of the Trustee, should it become a creditor of the Company, 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.

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.

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.

“Applicable Premium” means, with respect to any Note on any date of redemption, the greater of:

(a) the present value at such redemption date of (i) the redemption price of the Note at June 15, 2015 (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 June 15, 2015 (assuming such interest is Cash Interest) (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

“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:

(2) all or substantially all of the properties and assets of any division or line of business of the Company or any Restricted Subsidiary; or

(3) any other properties or assets (including any transfer by written contract by the Company 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 the Company 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”;

(B) that is by the Company to any Restricted Subsidiary or by any Restricted Subsidiary to the Company or any Restricted Subsidiary or that is the issuance of Capital Stock by a Restricted Subsidiary to the Company 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;

(I) the Fair Market Value of which in the aggregate does not exceed $5.0 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;

(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 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.

(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;

(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.

“Cash Management Services” means any one or more of the following types or services or facilities provided to the Company or any of its Subsidiaries: (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.

(4) the Company ceases to beneficially own (within the meaning of Rule 13d-3 under the Exchange Act, or any successor provision), directly or indirectly 100% of the issued and outstanding Capital Stock of Holding (or any successor thereto to the extent Holding is consolidated into or merged with or into such Person in accordance with the terms of the Indenture) other than in a transaction which complies with the provisions described under “—Certain Covenants—Consolidation, Merger, Sale of Assets.”

“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) the amount of management fees and expense reimbursement accrued by such Person to the Permitted Holders pursuant to the Sponsor Management Agreement, (v) 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, (vi) 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 (vii) 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, (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).

“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 such Person are available (the “Four Quarter Period”), the ratio of

(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 such Person 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);

(4) (i) any acquisition or disposition by such Person 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 and (ii) any cost savings initiatives, 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 such Person 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;

(1) in making such computation, the Consolidated EBITDA and Consolidated Interest Expense attributable to discontinued operations will be excluded;

acquisition, disposition or cost savings initiative and (B) all adjustments of the nature used in connection with the calculation of “Adjusted EBITDA” as set forth in footnote (5) to the “Summary Historical Consolidated Financial and Operating Data” under “Summary” in the offering memorandum for the original placement of the Notes 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, (y) in the case of any actions in connection with an acquisition or disposition such actions are reasonably expected to be taken no later than six months after such transaction and (z) in connection with any cost savings initiatives not in connection with an acquisition or disposition, the maximum amount of any increase to Consolidated EBITDA for any period pursuant to this definition as a result of such initiatives shall not exceed 15% of Consolidated EBITDA for such period (prior to any increase thereto pursuant to this definition).

“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,

(2) the net cost (benefit) associated with Interest Rate Agreements (including amortization of discounts),

(4) all commissions, discounts and other fees and charges owed with respect to letters of credit and bankers acceptance and

(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

(1) all extraordinary gains or losses net of taxes (less all fees and expenses relating thereto);

(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 (v)(3)(A) of paragraph (a) of the covenant “—Certain Covenants—Limitation on Restricted Payments,” the net income of any Restricted Subsidiary 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 (other than any restriction or prohibition permitted by “—Certain Covenants—Limitation on Dividend and Other Payment Restrictions Affecting Subsidiaries”), 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 Company or any of its 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 adjustments;

(11) unrealized gains and losses from Hedging Obligations or “embedded derivatives” that require the same accounting treatment as Hedging Obligations;

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 (v)(3)(E) of paragraph (a) thereof.

“Credit Agreement” means the Credit Agreement dated December 14, 2012 among Opco, the guarantors party thereto, 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.

“Default” means any event which is, or after notice or passage of time or both would be, an Event of Default.

“Designation Amount” has the meaning set forth under “—Certain Covenants—Limitation on Unrestricted Subsidiaries.”

“EDS” means HP Enterprise Services, LLC (formerly Electronic Data Systems Corporation and Electronic Data Systems, LLC).

“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.

“Existing Opco Notes” means the 8.875% senior secured notes due 2017 issued by Tops Holding LLC, Tops Markets, LLC and Tops Markets II Corporation.

“Existing Opco Notes Indenture” means the indenture dated December 20, 2012 by and among Opco, the other parties thereto and U.S. Bank National Association, as trustee, relating to the Existing Opco Notes.

“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 the Company 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 in the United States as in effect as of the Issue Date, including those set forth in:

(1) the Financial Accounting Standards Board’s FASB Accounting Standards Codification; and

except, with respect to any reports or financial information required to be delivered pursuant to “—Provision of Financial Statements,” which shall be prepared in accordance with GAAP as in effect on the date thereof. Any reference to any financial measure for the Company and any of its specified Subsidiaries, for any period that includes any period prior to the date Opco became a Subsidiary of the Company shall be based on such financial measure for Opco and such other specified Subsidiaries for such period.

“Guarantee” means the guarantee by any Guarantor of the Company’s Indenture Obligations.

(1) to pay or purchase such Indebtedness or to advance or supply funds for the payment or purchase of such Indebtedness,

“Guarantor” means any Subsidiary of the Company which becomes a guarantor of the Notes after the Issue Date, including any Person that is required after the Issue Date to execute a Guarantee of the Notes pursuant to the covenant “—Certain Covenants—Future 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.

(2) all obligations of such Person evidenced by bonds, notes, debentures or other similar instruments,

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,

(8) all Redeemable Capital Stock issued by such Person or Preferred Stock of a Restricted Subsidiary (other than the Company) 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

“Indenture Obligations” means the obligations of the Company 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 Merrill Lynch, Pierce, Fenner & Smith Incorporated and Morgan Stanley & Co. LLC.

“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 sells or otherwise disposes of any Capital Stock of any direct or indirect Restricted Subsidiary such that, after giving effect to any such sale or disposition, such Person is no longer a Restricted Subsidiary (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 the original issue date of the Notes under the Indenture.

(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,

(3) payments made to retire Indebtedness where payment of such Indebtedness is secured by the assets or properties the subject 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

(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.

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.

“Pari Passu Indebtedness” means any Indebtedness of the Company or any Guarantor that is not contractually subordinated to the Notes or the Guarantees.

“Permitted Holders” means (i) each of the Sponsors, (ii) each member of management of the Company 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.

(1) Investments in the Company or any Restricted Subsidiary (other than a Securitization Entity) 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);

(8) loans or advances to employees of the Company for bona fide business purposes of the Company and any Restricted Subsidiaries (including, without limitation, travel, entertainment and moving expenses) made in compliance with applicable law;