SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): December 1, 2009

THE PENN TRAFFIC COMPANY

(Exact Name of Registrant as Specified in its Charter)

Delaware

(State or Other Jurisdiction

of Incorporation)

0-8858

(Commission File Number)

25-0716800

(IRS Employer

Identification No.)

1200 State Fair Boulevard

Syracuse, New York 13221-4737

(Address of Principal Executive Offices) (Zip Code)

(Registrant’s telephone number, including area code)

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01.

Entry into a Material Definitive Agreement.

As previously disclosed, on November 18, 2009, The Penn Traffic Company, and each of its direct and indirect subsidiaries, including Penny Curtiss Baking Company, Inc. (“PCBC”) and Big M Supermarkets, Inc. (together with the Company and PCBC, the “Debtors”) filed voluntary petitions (the “Chapter 11 Petitions”) for relief under Chapter 11 of the United States Bankruptcy Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”). The Debtors are continuing to manage their properties and operate their businesses as “debtors-in-possession” under the jurisdiction of the Bankruptcy Court and no trustee or examiner has been appointed in the Company’s case.

Comprehensive Agency Agreement

On December 4, 2009, the Debtors entered into a Comprehensive Agency Agreement (the “Agency Agreement”) with a joint venture comprised of KROC Capital Services, LLC, Gordon Brothers Group, LLC, The Nassi Group, LLC, SB Capital Group, LLC and DJM Realty Services, LLC (such joint venture, the “Agent”) pursuant to which the Debtors appointed the Agent and the Agent agreed to serve as the Debtors’ exclusive agent for the purpose of the sale or other disposition of all the Debtors’ assets other than 4 specified retail stores (the “PC Stores”), the Debtors’ intellectual property, and information technology located in the Debtors’ distribution centers (the “Comprehensive Sale”), including by conducting a going-out-of-business or similar sale at each of the Debtors’ other retail stores (the “Store Closing Sale”) beginning on the first business day following approval of the Agency Agreement and the Comprehensive Sale, among other things, by the Bankruptcy Court (the “Order”), and in any case, no later than January 15, 2010, and ending no later than March 12, 2010 (the “Sale Termination Date”). In exchange for this arrangement, the Agency Agreement provides the Debtors will receive a minimum of $36.5 million of sale proceeds, subject to certain adjustments, with $29.2 million payable within 2 business days of the entry of the Order, and $7.3 million, adjusted upwards or downwards based on levels of certain of the Debtors’ assets, payable after the Store Closing Sale. The Agreement further provides that the Agent will receive $6.5 million as compensation for its services to the Debtors as Agent (the “Agent’s Fee”), and will generally be responsible for all expenses of the Comprehensive Sale (the “Expenses”), and that if the proceeds from the Comprehensive Sale, among other things, exceeds the sum of $36.5 million, the Expenses and the Agent’s Fee, the Debtors and the Agent will each receive 50% of such excess. The Agent will assume ownership of any unsold merchandise on the Sale Termination Date, and all real property and other assets of the Debtors, if the Agent so elects, no later than 180 days from the Sale Termination Date.

If the Debtors choose to pursue an alternative transaction or transactions and as a result the Comprehensive Sale is not consummated, the Agency Agreement provides that the Debtors will pay the Agent a break-up fee of $350,000 (the “Break-up Fee”) and reimburse up to $250,000 of the Agent’s transaction-related expenses (the “Expense Reimbursement”). Under the Agency Agreement, the Agent cannot accept any alternative to the Comprehensive Sale unless that alternative provides value to the Debtors exceeding the value of the Comprehensive Sale by at least $250,000 (the “Bid Protection”). The Debtors or the Agent may terminate the Agency Agreement if the Bankruptcy Court does enter a preliminary order scheduling an auction of the assets of the Debtors, and granting the Bid Protection, Break-up Fee and the Expense Reimbursement prior to December 17, 2009, or the Order is not entered by January 14, 2010. The Agent may also terminate the Agency Agreement upon the occurrence of certain other events.

The Debtors and the Agent have also made customary representations, warranties and covenants in the Agency Agreement, including, among others, a covenant by the Debtors to conduct their business in the ordinary course during the performance of the Agency Agreement.

The foregoing description of the terms of the Agency Agreement is qualified in its entirety by reference to the Agency Agreement, which is filed herewith as Exhibit 2.1.

Asset Purchase Agreement

On December 4, 2009, the Company, as successor to P & C Food Markets, Inc. entered into an asset purchase agreement with Price Chopper Operating Co., Inc. (“Price Chopper”) pursuant to which the Company has agreed to sell Price Chopper substantially all the assets used in the operation of the PC Stores (the “Purchased Assets”), in exchange for $12.3 million (the “Purchase Price”) and the assumption of certain liabilities associated with these operations (the “Asset Purchase Agreement”). The Asset Purchase Agreement is subject to approval by the Bankruptcy Court. Price Chopper entered into the agreement as a “stalking horse” bidder, and the purchase of the Purchased Assets are subject to Penn Traffic’s solicitation of higher or otherwise better offers pursuant to specified bidding procedures and an auction process to be conducted under the supervision of the Bankruptcy Court. Under the Asset Purchase Agreement, Price Chopper will make a $250,000 deposit toward the purchase price, unless a different sum is required by order of the Bankruptcy Court, within 3 business days of the approval of these bidding procedures for this auction, which the Company is obliged to prepare and file on or prior to December 11, 2009. Price Chopper and the Company have made customary representations, warranties and covenants in the Asset Purchase Agreement, including, among others, a covenant by the Company to operate the PC Stores business in the ordinary course during the performance of the Agency Agreement. Price Chopper may terminate the Asset Purchase Agreement if the Company enters into a definitive agreement regarding sale of some or all of the PC Stores in an alternative transaction, and in such case would be entitled to the return of its deposit, as well as a break-up fee of $369,000 upon the closing of such alternative transaction, subject to the Bankruptcy Court’s allowance of such fee as an administrative expense. The Asset Purchase Agreement may also be terminated by either the Company or Price Chopper upon the occurrence of other specified events.

The foregoing description of the terms of the Asset Purchase Agreement is qualified in its entirety by reference to the Asset Purchase Agreement, which is filed herewith as Exhibit 2.2.

The Agency Agreement and the Asset Purchase Agreement (collectively, the “Agreements”) have been included to provide securityholders with information regarding their terms. This was not intended to provide any other factual information about the Debtors. The representations, warranties and covenants contained in each of the Agreements were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement, and may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures exchanged between the parties in connection with the execution of such agreement. The representations and warranties in each of the Agreements may have been made for the purposes of allocating contractual risk between the parties to such agreement instead of establishing these matters as facts, and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors.

Item 2.04.

Triggering Events that Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off- Balance Sheet Arrangement.

On November 19, 2009, the Bankruptcy Court issued an interim order (the “Interim Order”) authorizing the previously disclosed arrangement under which the Debtors’ senior secured lenders consented to the Debtors using their cash collateral to a limited extent in order to fund and obtain letters of credit for ongoing operations. The Interim Order authorized the Debtors’ use of their cash collateral solely for purposes identified in a budget approved by the Debtors’ senior secured lenders (the “Budget”).

On December 1, 2009 the Company received a letter, dated November 30, 2009, from the agent (the “First Lien Agent”) for the lenders (the “First Lien Lenders”) under the Debtors’ senior revolving credit agreement (the “Revolving Loan Agreement”) notifying the Company that events terminating authorization of the Debtors’ use of their cash collateral (“Termination Events”) had occurred under the Order, namely: (1) the Debtors had failed to comply with the Interim Order by using approximately $1.8 million of funds advanced pursuant to the Interim Order for deposits to vendors, which deposits were not authorized by the Budget (the “Vendor Deposits”), and (2) the Debtors had failed to deliver a fully executed stalking horse agreement providing for the sale of all or substantially all of the Debtors’ assets, in form and substance acceptable to the First Lien Agent (a “Stalking Horse Agreement”), by November 25, 2009.

The First Lien Agent further stated that they, along with the First Lien Lenders, were extending the deadline for the Debtors to file a motion with the Bankruptcy Court to approve the sale and bidding procedures of substantially all of Debtors’ assets (the “Comprehensive Sale Motion”) from December 1, 2009 to December 3, 2009, and that the First Lien Agent would take no action with respect to the specified Termination Events if the Comprehensive Sale Motion was filed by December 3, 2009 and attached a Stalking Horse Agreement. The First Lien Agent and First Lien Lenders reserved all their rights under the Interim Order in respect of these specified Termination Events or any other Termination Events, which would include preventing the Debtors from using their cash collateral to fund operations or for any other purpose, which would require them to immediately cease all or part of their operations. The occurrence of any Termination Event may also result in the termination of the automatic stay under the Bankruptcy Code of any rights of the Debtors’ senior secured lenders to enforce the Debtors’ payment obligations under the Revolving Loan Agreement and Supplemental Loan Agreement, subject only to the First Lien Agent or Second Lien Agent providing certain written notices (a “Remedies Notice”).

On December 1, 2009, the agent (the “Second Lien Agent”) for the lenders (the “Second Lien Lenders”) under the Debtors’ supplemental real estate credit agreement (the “Supplemental Loan Agreement”) similarly notified the Company that a Termination Event had occurred due to the Vendor Deposits. The Second Lien Agent and Second Lien Lenders also reserved all their rights under the Interim Order in respect of this specified Termination Event or any other Termination Events.

On December 4, 2009, the First Lien Agent notified the Company that the prior Termination Events referenced in its November 30, 2009 letter were continuing, and that additional Termination Events under the Interim Order had occurred and were continuing as a result of: (1) the Debtors’ failure to maintain certain eligible inventory in the amount of $40.5 million from November 28, 2009 to date, and (2) the Debtors’ failure to file a Comprehensive Sale Motion with a Stalking Horse Agreement attached by the amended deadline of December 3, 2009. The First Lien Agent and First Lien Lenders also reserved all their rights under the Interim Order in respect of the various Termination Events of which it they had notified the Company or any future Termination Events, including, without limitation, terminating continued us of Cash Collateral or not agreeing to extend the use of Cash Collateral after December 8, 2009.

On December 7, 2009, the Debtors filed a Comprehensive Sale Motion with the Agency Agreement attached.

Reference is made to the disclosures at Item 1.01 hereof.

Item 9.01

Financial Statements and Exhibits.

Exhibit No.		Exhibit

2.1		Comprehensive Agency Agreement
2.2		Asset Purchase Agreement

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	THE PENN TRAFFIC COMPANY
	(Registrant)

	By:	/s/ Daniel J. Mahoney
		Name: Daniel J. Mahoney
		Title: SVP, General Counsel

Date: December 7, 2009

COMPREHENSIVE AGENCY AGREEMENT

A JOINT VENTURE COMPRISED OF KRC CAPITAL SERVICES, LLC, GORDON BROTHERS GROUP, LLC, THE NASSI GROUP, LLC, SB CAPITAL GROUP, LLC AND DJM REALTY SERVICES, LLC

THE PENN TRAFFIC COMPANY AND ITS DEBTOR AFFILIATES

Dated as of December 4, 2009

Section 1.	Defined Terms	1

Section 2.	Appointment of Agent	5

Section 3.	Assets to be Sold by Agent	5
3.1	Assets	5
3.2	Excluded Assets	6
3.3	Certain Definitions	6

Section 4.	Consideration to Merchant and Agent	7
4.1	Payments to Merchant	7
4.2	Consideration to Merchant	8
4.3	Consideration to Agent	8
4.4	Method and Timing of Payment	9
4.5	Security	9
4.6	Replenishment Goods	10

Section 5.	Sale and Assignment of Properties	10
5.1	Owned Properties	10
5.2	Leased Properties	11
5.3	Covenants of Merchant Regarding Sale of Properties	12

Section 6.	Deliveries	13

Section 7.	Expenses of the Store Closing Sale	13
7.1	Expenses	13
7.2	Other Expenses of the Comprehensive Sale	16
7.3	Payment of Expenses	16

Section 8.	Expenses with Respect to Properties	16
8.1	Marketing Period Costs - Owned Properties	16
8.2	Marketing Period Costs - Leased Properties	17
8.3	Limitation on Marketing Period Costs	17

Section 9.	Inventory Valuation	18
9.1	Gross Rings	18
9.2	Valuation	18

Section 10.	Store Closing Sale Term; Marketing Period for Properties	18
10.1	Term	18
10.2	Vacating the Stores	18
10.3	Marketing Period	18

Section 11.	Conduct of the Store Closing Sale	19
11.1	Rights of Agent	19

11.2	Terms of Sales to Customers	20
11.3	Deposit of Store Closing Sale Proceeds	20
11.4	Sales Taxes	20
11.5	Supplies	20
11.6	Returns of Merchandise	21
11.7	Gift Certificates	21
11.8	Manufacturers’ Coupons	21

Section 12.	Comprehensive Sale Reconciliation	21

Section 13.	Employee Matters	21
13.1	Merchant’s Employees	21
13.2	Termination of Employees	22
13.3	Payroll Matters	22
13.4	Employee Retention Bonuses	22

Section 14.	Representations, Warranties, Covenants and Agreements	22
14.1	Representations, Warranties, Covenants and Agreements of Merchant	22
14.2	Representations, Warranties and Covenants of Agent	28

Section 15.	Conditions Precedent to Effectiveness	28
15.1	Conditions Precedent to Obligations of Both Merchant and Agent	28
15.2	Additional Conditions Precedent to Obligations of Agent	29

Section 16.	Insurance; Risk of Loss	31
16.1	Merchant’s Liability Insurance	31
16.2	Merchant’s Casualty Insurance	31
16.3	Agent’s Insurance	31
16.4	Worker’s Compensation Insurance	32
16.5	Risk of Loss	32
16.6	Force Majeure	32
16.7	Non-Assumption of Liability	33

Section 17.	Indemnification	33
17.1	Merchant Indemnification	33
17.2	Agent Indemnification	33

Section 18.	Events of Default and Remedies	34
18.1	Events of Default	34
18.2	Remedies	34

Section 19.	Break-Up Fee/Expense Reimbursement	34

Section 20.	Miscellaneous	35
20.1	Notices	35
20.2	Governing Law; Consent to Jurisdiction	36
20.3	Entire Agreement	36

20.4	Amendments and Waivers	37
20.5	Setoff	37
20.6	No Waiver	37
20.7	Successors and Assigns	37
20.8	Execution in Counterparts; Facsimile Signatures	37
20.9	Section Headings	37
20.10	Survival	37
20.11	No Third Party Beneficiaries	37
20.12	Further Assurances; Power of Attorney	37
20.13	Security Interest	38

EXHIBIT 4.1(c)(i)		Merchandise Threshold Adjustment Schedule

EXHIBIT 4.1(c)(ii)		Pharmacy Products Adjustment Schedule

EXHIBIT 4.1(c)(iii)		Patient Prescriptions Adjustment Schedule

EXHIBIT 4.5		Letter of Credit

EXHIBIT 7.1(a)(ix)		Per Store Per Diem Occupancy Expense Schedule

EXHIBIT 7.1(l)		Per Distribution Center Per Diem Occupancy Expense Schedule

EXHIBIT 8.2		Marketing Period Occupancy Expense Schedule

EXHIBIT 8.3		Repairs Required to be Made Under Leases

EXHIBIT 13.3		Payroll Matters

EXHIBIT 14.1(d)		Promotions and Sales

EXHIBIT 14.1(f)		Cost Factor Threshold Adjustment Schedule

EXHIBIT 14.1(g)		Store Goods

EXHIBIT 14.1(l)		Historic Sales

EXHIBIT 14.1(n)(i)		Lease Defaults

EXHIBIT 14.1(n)(ii)		Items Not In Working Order

EXHIBIT 14.1(r)		Unpaid Advertising Liabilities

EXHIBIT 14.1(t)(ii)		Condemnation Proceedings

EXHIBIT 14.1(t)(iii)		Lease Terms, Breach, Default

EXHIBIT 14.1(u)		Repair and Maintenance of Owned Properties

EXHIBIT 14.1(v)		Repair and Maintenance of Leased Properties

EXHIBIT 15.1		Order

COMPREHENSIVE AGENCY AGREEMENT

This Comprehensive Agency Agreement (this “Agreement”) is made and entered into as of this 3rd day of December 2009, by and between a joint venture comprised of KROC Capital Services, LLC, Gordon Brothers Group, LLC, The Nassi Group, LLC, SB Capital Group, LLC and DJM Realty Services, LLC, as agent (the “Agent”), on the one hand, and The Penn Traffic Company, a Delaware corporation, its debtor affiliates, and their respective chapter 11 estates (jointly and severally, the “Merchant”), on the other hand.

WHEREAS, Merchant is a specialty retailer operating supermarkets located throughout the northeastern United States;

WHEREAS, on November 18, 2009 (the “Filing Date”), Merchant filed voluntary petitions (collectively, the “Petition”) for relief under chapter 11 of Title 11, United States Code (the “Bankruptcy Code”), in the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”) where the Merchant’s case (the “Case”) is currently pending; and

WHEREAS, Agent desires to act as the exclusive agent to Merchant in connection with the sale or other disposition of the Assets and Merchant desires that Agent act as Merchant’s exclusive agent in connection with the sale or other disposition of the Assets and other matters as specified herein (as further described below, the “Comprehensive Sale”), including, without limitation, the conduct of a going-out-of-business, store closing, or similar such sale (as further described below, the “Store Closing Sale”);

NOW THEREFORE, in consideration of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Agent and Merchant hereby agree as follows:

Section 1. Defined Terms. Each of the terms set forth below is defined in the referenced section of this Agreement set forth opposite such term below.

Defined Term		Section Reference

Adjustment Amount		4.4(d)

Agent		Preamble

Agent Claim		16.5

Agent’s Fee		4.1(b)

Agent Indemnified Parties		17.1

Agreement		Preamble

Alternative Transaction		19(a)

Assets		3.1

Bakery/Deli Materials		3.3

Defined Term		Section Reference

Bankruptcy Code		Recitals

Bankruptcy Court		Recitals

Beneficiaries		4.5

Benefits Cap		7.1(a)

Bid Procedures Order		15.1(b)

Break-Up Fee		19(a)

Case		Recitals

Central Services Expenses		7.1

Closing Date		15.1(d)

Comprehensive Agency Documents		14.1(c)

Comprehensive Sale		Recitals

Comprehensive Sale Proceeds		3.3

Cost Factor		14.1(f)

Cost Factor Threshold		14.1(f)

Cure Amounts		5.2(e)

Customer Information		10.1

Distribution Centers		3.1(d)

Dropout Date		5.2(g)

Dropout Notice		5.2(g)

Environmental Laws		14.1(x)

Events of Default		18.1

Excluded Assets		3.2

Excluded Benefits		7.1

Excluded Stores		3.3

Exercising Party		20.5

Expense Reimbursement		19(a)

Expenses		7.1

FF&E		3.1(d)

Filing Date		Recitals

Final Reconciliation		12

GECC		4.5

Defined Term		Section Reference

Gift Cards		11.7

Gross Rings		9.1(i)

Guaranteed Amount		4.1(a)

Hazardous Materials		14.1(x)

Initial Payment		4.4(a)

Kimco		15.2(g)

Lease Assumption Notice		5.2(b)

Leased Property Designee		5.2(b)

Leased Property Termination Date		10.3(c)

Leases		3.1(e)

Letter of Credit		4.5

Manufacturers’ Coupons		11.8

Marketing Period		10.3(a)

Merchandise		3.3

Merchandise Threshold		4.1(c)

Merchant		Preamble

Motion		15.1(a)

Occupancy Expenses		7.1

Order		15.1(c)

Other Pharmacy Assets		3.3

Owned Property		3.1(f)

Owned Property Designee		5.1(b)

Owned Property Marketing Period
Expiration Transfer Notice		5.1(d)

Owned Property Sale Notice		5.1(b)

Owned Property Termination Date		10.3(b)

Patient Prescriptions		4.1(c)

Patient Prescriptions Threshold		4.1(c)

Petition		Recitals

Pharmacy Products		3.3

Pharmacy Products Threshold		4.1(c)

Properties		3.1(f)

Defined Term		Section Reference

Property Sale Agreement		5.3(a)

Records		3.3

Recovery Amount		4.1(b)

Replenishment Goods		4.7

Retail Value		14.1(f)

Retained Employee		13.1

Retention Bonuses		13.4

Returned Merchandise		11.6

Revocation Notice		8.2(d)

Sale Commencement Date		10.1

Sale Term		10.1

Sale Termination Date		10.1

Sales Taxes		11.4

Setoff Party		20.5

Sharing Threshold		4.1(b)

Spoiled/Unsaleable Merchandise		3.3

Stores		3.3

Store Closing Sale		Recitals

Store Closing Sale Reconciliation		12

Store Closing Sale Reconciliation

Payment		4.4(b)

Stores		3.3

Supplies		11.5

Vacate Notice		10.1

WARN Act		13.1

Section 2. Appointment of Agent. Merchant hereby unconditionally and irrevocably appoints Agent, and Agent hereby agrees to serve, as Merchant’s exclusive agent for the limited purpose of conducting the Comprehensive Sale in accordance with the terms and conditions of this Agreement and exercising Agent’s other rights, duties and obligations under the Agreement.

Section 3. Assets to be Sold by Agent.

3.1 Assets. The assets to be sold or otherwise disposed of at the direction of Agent (collectively, the “Assets”) shall consist of any and all of Merchant’s assets and properties, wherever located, in whatever form, other than the Excluded Assets, all of which Assets shall be sold, transferred and conveyed at the time the Agent so directs to third parties or Agent’s designee (including, without limitation, Agent or any member of Agent) free and clear of any and all liens, claims, security interests and/or other encumbrances of any kind or nature whatsoever in accordance with the terms and conditions of this Agreement and the Order. Without limiting the foregoing, the Assets shall include all of the Merchant’s right, title and interest in and to the following:

(a) All Merchandise (as hereinafter defined);

(b) All Pharmacy Products (as hereinafter defined) and Other Pharmacy Assets (as hereinafter defined);

(c) All signage, Supplies (as hereinafter defined), parts and machinery located at any of the Stores and the Merchant’s headquarters office;

(d) All furniture, removable fixtures and equipment located at the Stores (as hereinafter defined) (excepting the Excluded Stores (as hereinafter defined)) and all of the Company’s distribution centers (the “Distribution Centers”) (the “FF&E”);

(e) The leases for all of the Stores (other than the Excluded Stores) and Distribution Centers (together with all amendments, supplements, assignments, and renewals or extensions thereof, collectively the “Leases”), including, without limitation, any deposits or other security given or made in respect of the Leases, which shall be assumed and assigned or rejected at the direction of the Agent pursuant to section 365 of the Bankruptcy Code in accordance with Section 5.2 hereof;

(f) Any real property constituting Stores (including all buildings, improvements and fixtures and betterments affixed to and which are part of the realty) owned by the Merchant (other than the Excluded Stores) (the “Owned Property” and, together with the Leases, the “Properties”);

(g) All other personal property wherever located;

(h) All guarantees, warranties, licenses, including, without limitation, liquor licenses and other governmental permits, approvals and permissions;

(i) All contracts that are to be assumed by Merchant and assigned at the direction of the Agent pursuant to applicable law; and

(j) All deposits in respect of any and all Leases that the Agent directs the Merchant to assume and assign.

3.2 Excluded Assets. Notwithstanding anything to the contrary set forth in Section 3.1 hereof or elsewhere in this Agreement, the Assets shall not include any of the “Excluded Assets” set forth below and Agent shall have no rights to sell or otherwise dispose of the Excluded Assets:

(a) All cash and cash equivalents held by Merchant;

(b) All accounts receivable (inclusive of tax refunds) owing to the Merchant;

(d) FF&E located at the Excluded Stores;

(e) Leases for any Excluded Stores;

(f) Any real property constituting Excluded Stores or Distribution Centers;

(g) All intellectual property, including, without limitation, trademarks, tradenames, trade secrets, patents, licenses and any other intellectual property

(h) All information technology located in the Distribution Centers; and

(i) All prepaid expenses, deposits (excepting deposits in respect of any and all Leases that the Agent directs the Merchant to assume and assign), credits, rebates, notes, utility deposits, amounts due from suppliers and vendors and insurance refunds relating to the Stores, Leases, Owned Property or otherwise.

3.3 Certain Definitions.

As used in this Agreement, the following terms shall have the respective meanings set forth below:

“Bakery/Deli Materials” means all materials and ingredients used in the bakery, deli, ready-to-serve foods, or other such Store departments not usually sold to the public by themselves and that are generally converted or processed into the finished product.

“Comprehensive Sale Proceeds” means the aggregate of (a) the total amount (in dollars) of all sales, collections, liquidations, designations, licensing, transfers, assignments, dispositions and/or other monetizations of or on account of Assets, exclusive of Sales Taxes, including, without limitation, all proceeds realized from the Store Closing Sales, any deposits received from landlords of assumed and assigned Leases, any deposits received from prospective purchasers that fail to close purchases of Leases or Owned Properties, and any and all gross proceeds realized in respect of any Leases, Owned Properties or other Assets sold or otherwise disposed of pursuant hereto; (b) all proceeds of Merchant’s insurance for loss or damage to the Assets or loss of cash arising from events occurring after the date the Order is entered; and (c) all interest actually earned on such amounts.

“Excluded Stores” means the four Stores numbered: 13060, 13090, 13125 and 13188.

“Merchandise” means (i) all finished goods inventory that is owned by Merchant located in the Stores on the Sale Commencement Date (as hereinafter defined) (or to be shipped from the Distribution Centers to the Stores according to a schedule approved by the Agent), other than Pharmacy Products and Other Pharmacy Assets, but including, but not limited to, cigarettes and liquor, provided that the Agent complies with all applicable laws. Notwithstanding the foregoing, “Merchandise” shall not include: (1) goods which belong to sublessees, licensees or concessionaires of Merchant; (2) goods held by Merchant on memo, on consignment or as bailee; (3) Bakery/Deli Materials; (4) Spoiled/Unsaleable Merchandise; (5) goods or operations relating to ATM machines, “Coin Star” machines, bottle returns and “bale” salvage at the Stores; provided however, Merchant shall have the right (but not the obligation) to continue such operations at the Stores and retain all proceeds relating to such operations; provided further however, all direct costs and expenses associated or incurred in connection with such operations at the Stores, shall be at Merchant’s sole expense; and (6) FF&E and improvements to real property which are located at the Stores.

“Other Pharmacy Assets” means all prescription files and records, customer lists and patient profiles relating to the pharmacies owned or operated by the Merchant, including any such files or records (collectively, the “Records”) maintained by computer currently located at the pharmacies or any Records added prior to the Closing Date (as hereinafter defined).

“Pharmacy Products” means the entire inventory of drug products located in the pharmacies owned or operated by the Merchant, including full and partial containers and controlled substances, as well as insulin, syringes and over-the-counter items.

“Spoiled/Unsaleable Merchandise” means spoiled perishables and produce inventory, such as opened boxes, bottles or cans, near-dated or expired or out-of-date goods, or near-dated or out-of-date groceries, meat, eggs, milk, yogurt, bread, baked goods, deli, ready-to-serve foods, defrosted frozen goods, and produce that would not be bought by a customer in the ordinary course or any other Merchandise that is defective, damaged or otherwise not saleable in the ordinary course.

“Stores” means all stores of the Debtor, whether owned or leased, but excluding any Distribution Centers.

Section 4. Consideration to Merchant and Agent.

4.1 Payments to Merchant.

(a) Subject to any adjustment set forth herein, as a guaranty of Agent’s performance hereunder, Agent guarantees that Merchant shall receive aggregate cash consideration of Thirty-Six Million Five Hundred Thousand Dollars ($36,500,000) (the “Guaranteed Amount”).

(b) To the extent that the Comprehensive Sale Proceeds exceed the sum of (x) the Guaranteed Amount, (y) the aggregate amount of the Expenses and (z) Six Million Five Hundred Thousand Dollars ($6,500,000) (the “Agent’s Fee”) (the sum of (x), (y) and (z), the “Sharing Threshold”), then all remaining Comprehensive Sale Proceeds above the Sharing Threshold shall be shared fifty percent (50%) to Merchant and fifty percent (50%) to Agent. All amounts, if any, to be received by Merchant from Comprehensive Sale Proceeds in excess of the Sharing Threshold shall be referred to as the “Recovery Amount”. Agent shall pay to Merchant the Guaranteed Amount and the Recovery Amount, if any, in the manner and at the times specified in Section 4.4 below. To the extent that Merchant is entitled to receive a Recovery Amount from the Comprehensive Sale Proceeds, Agent shall pay such Recovery Amount as part of the Final Reconciliation under Section 12, as soon as commercially reasonable thereafter.

(c) The Guaranteed Amount has been fixed based upon (i) the aggregate Cost Value of the Merchandise as of the Sale Commencement Date (as hereinafter defined) being at least equal to Forty Million Five Hundred Thousand Dollars ($40,500,000) (the “Merchandise Threshold”), (ii) the aggregate Cost Value of the Pharmacy Products as of the Closing Date being at least equal to Four Million Dollars ($4,000,000) (the “Pharmacy Products Threshold”) and (iii) the number of individual patient prescriptions on record (the “Patient Prescriptions”) that are included in the Other Pharmacy Assets as of the Closing Date being at least six hundred thousand (600,000) (the “Patient Prescriptions Threshold”). To the extent that (i) the aggregate Cost Value of the Merchandise included in the Store Closing Sale is less than or greater than the Merchandise Threshold, the Guaranteed Amount shall be adjusted downward or upward in accordance with Exhibit 4.1(c)(i) annexed hereto (in addition to any adjustment applicable pursuant to Exhibit 4.1(c)(ii), Exhibit 4.1(c)(iii) or Exhibit 14.1(f) hereof, as and where applicable); (ii) the aggregate Cost Value of the Pharmacy Products as of the Closing Date is less than or greater than the Pharmacy Products Threshold, the Guaranteed Amount shall be adjusted downward or upward in accordance with Exhibit 4.1(c)(ii) annexed hereto (in addition to any adjustment applicable pursuant to Exhibit 4.1(c)(i), Exhibit 4.1(c)(iii) or Exhibit 14.1(f) hereof, as and where applicable); and (iii) the number of Patient Prescriptions as of the Closing Date is less than or greater than the Patient Prescriptions Threshold, the Guaranteed Amount shall be adjusted downward or upward in accordance with Exhibit 4.1(c)(iii) annexed hereto (in addition to any adjustment applicable pursuant to Exhibit 4.1(c)(i), Exhibit 4.1(c)(ii) or Exhibit 14.1(f) hereof, as and where applicable).

4.2 Consideration to Merchant. Agent shall pay to Merchant the Guaranteed Amount and the Recovery Amount, if any, in the manner and at the times specified in Section 4.4 below.

4.3 Consideration to Agent. Agent shall receive, as its compensation for services rendered to Merchant, the Agent’s Fee, plus all remaining Comprehensive Sale Proceeds, including, without limitation, all proceeds realized upon the sale or other disposition of the Merchandise, Pharmacy Products, Other Pharmacy Assets and FF&E and any payments made (other than payments by the Merchant) on account of any assumption, assignment, disposition, transfer, sale or termination of the Leases, Owned Property and/or other Assets, after payment of the Guaranteed Amount, the Expenses and the Recovery Amount, if any. The Agent shall take good, marketable and insurable title, free and clear of any and all liens, claims, security interests and/or other encumbrances of any kind or nature whatsoever to (a) any unsold Merchandise, Pharmacy Products and Other Pharmacy Assets and subject to the Agent’s right to leave behind, FF&E, upon the expiry of the Sale Term (as hereinafter defined) and (b) Owned Property and any other Assets, if the Agent so elects, on the date that is 180 days after the Sale Termination Date (as hereinafter defined) (or such earlier date as the Agent determines in its sole and absolute discretion).

4.4 Method and Timing of Payment.

(a) Within two (2) business days of entry of the Order, the Agent shall remit a cash payment of Twenty-Nine Million Two Hundred Thousand Dollars ($29,200,000) (the “Initial Payment”) to the Merchant.

(b) Within two (2) business days of the completion of the Store Closing Sale Reconciliation, Agent shall, subject to any downward or upward adjustments set forth herein, make an additional payment to Merchant of Five Million Two Hundred Thousand Dollars ($5,200,000) of the unpaid portion of the Guaranteed Amount (the “Store Closing Sale Reconciliation Payment”). Within two (2) business days of the completion of the Final Reconciliation, Agent shall, subject to any downward or upward adjustments set forth herein, make an additional payment to Merchant of the final Two Million One Hundred Thousand Dollars ($2,100,000) of the unpaid portion of the Guaranteed Amount.

(c) To the extent that Merchant is entitled to receive a Recovery Amount from Comprehensive Sale Proceeds, Agent shall pay such Recovery Amount to Merchant as part of the Final Reconciliation, as soon as commercially reasonable thereafter.

(d) In the event that either the Store Closing Sale Reconciliation or Final Reconciliation, as the case may be, indicates that the sum of (x) the Initial Payment and (y) the Store Closing Sale Reconciliation Payment, if any, exceeded the amount that Merchant was entitled to receive hereunder on account of the Guaranteed Amount (after taking into account any claims that Agent may have against Merchant hereunder), as a result of adjustments to the Guaranteed Amount provided for herein, including breaches of the Merchandise Threshold and Cost Factor Threshold or other breaches of representations, warranties, covenants or obligations of Merchant hereunder, the Merchant shall pay to the Agent the amount (the “Adjustment Amount”) by which the sum of (x) the Initial Payment and (y) the Store Closing Sale Reconciliation Payment, if any, exceeds the Guaranteed Amount, as adjusted, within two (2) business days after the Store Closing Sale Reconciliation or Final Reconciliation, as the case may be, has been issued. Any amounts paid in respect of the Adjustment Amount on the Store Closing Sale Reconciliation shall be deducted from the Final Adjustment Amount so that no payment made by the Merchant on account of the Adjustment Amount is duplicative.

4.5 Security. To guaranty its obligations to pay the Guaranteed Amount to the Merchant hereunder, the Agent shall deliver to Merchant an irrevocable standby letter of credit, the terms of which are reasonably acceptable to Merchant, in the original face amount of Seven Million Three Hundred Thousand Dollars ($7,300,000) naming Merchant and General Electric Capital Corporation (“GECC”) as co-beneficiaries (the “Beneficiaries”), substantially in the form of Exhibit 4.5 attached hereto (the “Letter of Credit”). The Letter of Credit shall be delivered no later than two (2) business days following the entry of the Order and shall have an expiration date of no earlier than thirty (30) days subsequent to the termination of the Marketing Period. To the extent that the Agent pays to Merchant any amounts pursuant to Section 4.4(b), the Letter of Credit immediately shall be reduced by an amount equal to such payment (and Merchant and GECC shall execute any document, instrument or other agreement necessary to reflect such reduction). In the event that Agent, after receipt of five (5) business days’ notice (which notice shall not be require if Agent or any member of Agent shall be a debtor under title 11, United States Code), fails to make any payment due under Section 4.4(b) when due, the Beneficiaries collectively may draw on the Letter of Credit in an amount equal to the unpaid, past due amount that is not the subject of a reasonable dispute.

4.6 Replenishment Goods. Merchant shall cooperate with and assist Agent in procuring Replenishment Goods throughout the Sale Term. The cost of purchasing such Replenishment Goods shall be an “Expense” and the proceeds of the sale of such Replenishment Goods shall constitute Comprehensive Sale Proceeds. For purposes of this Agreement, “Replenishment Goods” means, certain inventory (i) replenished in the ordinary course (e.g. perishables) including, without limitation, meat, eggs, milk, yogurt, bread, baked goods, deli, ready-to-serve foods, and produce, and DSD (direct store delivery goods); and (ii) other items of inventory (e.g., private label goods, bailment goods).

Section 5. Sale and Assignment of Properties. Agent shall have the exclusive right, in the exercise of its sole and absolute discretion, to market and attempt to sell all of Merchant’s right, title and interest in and to one or more of the Properties.

5.1 Owned Properties.

(a) During the Marketing Period for each Owned Property, Agent may market and attempt to sell the Owned Property in whole or in part. During the Marketing Period for each Owned Property, Merchant may take such actions as shall be necessary to implement any sale of the Owned Property or portion thereof that the Agent, in its sole and absolute discretion, determines to pursue.

(b) At any time prior to expiration of the Marketing Period for Owned Properties, Agent shall have the right, which right may be exercised at any time and from time to time in Agent’s sole and absolute discretion, to provide notice to Merchant (each such notice, an “Owned Property Sale Notice”) of Agent’s election to require Merchant to convey Merchant’s right, title and interest in and to one or more Owned Properties or part thereof to any such party (including, without limitation, Agent or any member of Agent) as Agent shall designate (each, an “Owned Property Designee”).

(c) Within five (5) business days following the date upon which Agent delivers to Merchant an Owned Property Sale Notice, or on such longer term as Agent may designate in its sole and absolute discretion, Merchant shall take all requisite actions and direct its professionals to take all requisite actions (including, without limitation, actions required to obtain approval under section 363 of the Bankruptcy Code) to convey all of Merchant’s right, title and interest in and to such Owned Property to such Owned Property Designee.

(d) Upon the expiration of the Marketing Period for Owned Properties, Merchant shall notify Agent that the Marketing Period for Owned Properties has expired and shall, if Agent so elects in a notice (an “Owned Property Marketing Period Expiration Transfer Notice”), promptly (and, in any event within five (5) business days) convey Merchant’s right, title and interest in and to any Owned Properties that Agent so elects to take in the Owned Property Marketing Period Expiration Transfer Notice to Agent or its designee.

5.2 Leased Properties.

(a) During the Marketing Period for each Leased Property, Agent may market and attempt to assign the Leases.

(b) Subject to the limitations set forth in Section 10.3(c) hereof, at any time prior to the expiration of the Marketing Period for Leased Properties, Agent shall have the right, which right may be exercised at any time and from time to time in Agent’s sole and absolute discretion, to provide notice to Merchant (each such notice, a “Lease Assumption Notice”) of Agent’s election to require Merchant, under section 365 of the Bankruptcy Code, to assume and assign to a third party (including, without limitation, Agent or any member of Agent) designated by the Agent (each a “Leased Property Designee”) any or all of the Leases at no additional cost or expense to the Agent (excepting Cure Amounts solely related to Agent’s failure to pay rent and other occupancy expenses for periods occurring after the Closing Date (as hereinafter defined)).

(c) Within five (5) business days following the date upon which Agent delivers a Lease Assumption Notice to Merchant, or on such longer term as Agent may designate in its sole and absolute discretion, Merchant shall take all requisite actions and direct its professionals to take all requisite actions (including, without limitation, actions required to obtain approval under section 365 of the Bankruptcy Code) to assume and assign to a Leased Property Designee the Lease(s) designated by Agent.

(d) Without limiting the generality of the foregoing, upon receipt of a Lease Assumption Notice, Merchant shall use its reasonable best efforts to obtain the entry of an order of the Bankruptcy Court approving the assumption of the Lease or Leases identified in such Lease Assumption Notice and the assignment of such Lease or Leases to such Leased Property Designee.

(e) In the event Agent elects to require Merchant to assume and assign any Lease, Merchant shall pay any and all cure amounts (“Cure Amounts”) with respect to such Lease arising under section 365(b)(1) of the Bankruptcy Code (excepting cure costs solely related to Agent’s failure to pay rent and other occupancy expenses for periods occurring after the Closing Date). Any claim Agent has against Merchant resulting from Merchant’s failure to pay Cure Amounts shall constitute an administrative expense claim with superpriority status pursuant to section 364(c) of the Bankruptcy Code and shall rank senior in priority to all secured indebtedness and other expenses of administration, and shall be secured by the Guaranteed Amount paid by the Agent.

(f) Notwithstanding anything contained herein to the contrary, Merchant covenants and agrees to pay to the lessors under the Store Lease(s) when due all amounts payable under the Lease(s), including, without limitation, base rent, taxes and percentage rent, from the Closing Date through the Leased Property Termination Date, which amounts to the extent that they are an “Expense” hereunder shall be reimbursed by Agent; provided that if the Leased Property Termination Date for a Store is (i) a day that is in the first fifteen (15) days of any calendar month, the pro rata payment of the monthly rent through the fifteenth (15th) day of such month shall be an “Expense”; (ii) a day that is after the first fifteen (15) days of a calendar month, any pro rata payment of the monthly rent through such date only shall be an “Expense.” For the avoidance of doubt, Merchant’s sole obligation in respect of the Distribution Centers shall be to pay per diem Distribution Center Occupancy Expenses set forth on Exhibit 7.1(l) in an aggregate amount not to exceed $800,000

(g) At any time prior to the expiration of the Marketing Period for any Leased Property, Agent shall have the right, which right may be exercised at any time and from time to time in Agent’s sole and absolute discretion, to provide notice to Merchant (each such notice, a “Dropout Notice”) of Agent’s election to discontinue its efforts to market and attempt to sell such Leased Property. Upon the seventh (7th) business day following the delivery of a Dropout Notice (or such later date specified in such Dropout Notice) (the “Dropout Date”) by Agent to Merchant with respect to any Leased Property, Agent shall have no further obligation or liability with respect thereto and Merchant shall be solely responsible for all amounts payable or other obligations or liabilities that may be owed in connection with such Leased Property (including, without limitation, any damages resulting from the rejection of the Lease applicable to any such Leased Property under section 365 of the Bankruptcy Code or otherwise). Notwithstanding anything herein to the contrary, the cost and expenses of the rejection at any time of any one or more Leases, including the filing and prosecuting of any motions or other papers with respect to the same, shall be borne solely by Merchant and paid for solely by Merchant and its chapter 11 estate, and such cost and expenses shall not be treated as an “Expense” hereunder.

(h) Subject to Section 7.1(l), Merchant shall have the right to use the Distribution Centers to dispose of any FF&E located in the Distribution Centers for up to the first four (4) weeks of the Sale Term (as determined by the Agent in its reasonable discretion).

5.3 Covenants of Merchant Regarding Sale of Properties.

(a) Following the delivery of an Owned Property Sale Notice (with respect to Owned Properties) or a Lease Assumption Notice (with respect to Leased Properties) to Merchant, Merchant shall execute and deliver any purchase and sale, transfer or other similar agreement requested by Agent with respect to such sale, transfer or assumption and assignment (each a “Property Sale Agreement”). Merchant further covenants to use its reasonable best efforts to comply with the terms of any Property Sale Agreement, fulfill any and all conditions to closing set forth therein, and close such sale on the terms and conditions thereof.

(b) Without limiting Section 5.3(a), following the Closing Date, Merchant agrees to cooperate with Agent to arrange for the sale of the Owned Properties and the leasehold interests of Merchant in the Leased Properties as provided in this Agreement. Without limiting the generality of the foregoing, Merchant agrees (i) to provide Agent with all such diligence materials and information in Merchant’s possession as Agent shall reasonably request in connection with its efforts to market and attempt to sell the Properties (including, without limitation, existing real property surveys, environmental reports, real estate tax and utility records, service contracts, existing contractors’ and construction warranties and guarantees, and complete copies of the Leases and all communications with the lessors thereunder) and (ii) to cooperate with Agent, its agents and any potential purchasers of any of the Properties to provide reasonable access to the Properties. In the event Merchant receives any written offer or letter of intent for any of the Properties, Merchant shall provide Agent with a copy of such offer or letter of intent.

(c) From the date hereof through and until (i) in the case of an Owned Property, ten (10) business days after the applicable Owned Property Termination Date or (ii) in the case of a Leased Property, the applicable Leased Property Termination Date, Merchant shall not enter into, renew, extend, amend, supplement, exercise any right or option to purchase or expand, reject or otherwise terminate any material agreement with respect to any such Property, or grant any party a lien or security interest in any or all of the Properties, in each case without the prior written consent of Agent.

Section 6. Deliveries. The transfer and sale of any of the Assets shall be effected by delivery by Merchant to the designee of Agent (including, without limitation, Agent or a member of Agent) at any time Agent so directs of such agreements, deeds, bills of sale, endorsements, assignments (including assignments of warranties and guaranties), and other good and sufficient instruments of sale, transfer, assignment, conveyance, and warrant and all consents of third parties necessary thereto as are required, pursuant to Bankruptcy Court order under Sections 363 and 365 of the Bankruptcy Code and other applicable bankruptcy law, to vest in the designee of Agent (including, without limitation, Agent or a member of Agent) good, marketable and insurable title to the Assets, free and clear of any and all liens, claims, security interests and other encumbrances of any kind or nature whatsoever. Merchant will, to the extent required after the closing date of the sale or other transfer of any Owned Property or assignment of any Lease, upon the request of Agent, execute, acknowledge and deliver, or cause to be done, executed, acknowledged and delivered, all such additional documents as may reasonably be required by Agent to effectuate the sale, conveyance, transfer, assignment and delivery by Merchant of the Assets and the ownership by the Agent of the Assets. In addition to the foregoing, with respect to the transfer and/or sale of the Properties, Merchant agrees to provide such affidavits, information and materials as shall be required by any national title company selected to provide title insurance in connection with any such transfer and/or sale, or by a lender to the purchaser or acquiror of the Property in question, including, without limitation, owner’s affidavits, “no change” affidavits with respect to existing surveys and flood certificates. Notwithstanding any other provision of this Agreement, Merchant shall not be obligated to execute or deliver any document of any kind whatsoever that exposes Merchant to a contingent liability (other than liability in respect of any fraud or intentional misrepresentation by the Merchant) to the purchaser of any Assets, provided that such contingent liability was not in existence, reasonable contemplation or reasonably foreseeable prior to the respective Asset sale.

Section 7. Expenses of the Store Closing Sale.

7.1 Expenses. Agent shall be responsible for and shall pay from the Comprehensive Sale Proceeds Expenses incurred in connection with the Comprehensive Sale. Expenses shall consist of and be limited to the following:

(a) The following Store level operating Expenses of the Store Closing Sale which arise during the Sale Term at the Stores:

(i) base payroll for Retained Employees for actual days/hours worked in the conduct of the Store Closing Sale;

(ii) amounts actually payable in respect of FICA, unemployment taxes, worker’s compensation, vacation days that were earned during the Sale Term and health care benefits and pension benefits that accrued during the Sale Term for Retained Employees, in an amount not to exceed 41.4% of base payroll for each Retained Employee (the “Benefits Cap”);

(iii) Agent’s supervision fees and expenses (including, without limitation, fees, travel costs and bonuses);

(iv) costs of security personnel in the Stores;

(v) a pro-rata portion of Merchant’s casualty insurance premiums attributable to the Merchandise;

(vi) costs of transfers of Merchandise and Replenishment Goods between the Stores (it being understood and agreed that Merchant will not operate any Distribution Centers during the Sale Term);

(vii) Retention Bonuses as described in Section 13.4 below;

(viii) costs and expenses of additional Supplies;

(ix) Subject to Section 5.2(f), Occupancy Expenses on a per Store per diem basis in an amount up to the per Store per diem amount set forth on Exhibit 7.1(a)(ix); and

(x) costs of armored car services;

(b) any collection fees, commissions, auction fees, brokerage fees or other similar fee, expense or cost incurred in connection with the Comprehensive Sale;

(d) property insurance attributable to the Assets for which Agent is responsible during the Marketing Period pursuant to Sections 8.1 and 8.2 hereof;

(e) costs of advertising, sign walkers, signage, and direct mailings relating to the Comprehensive Sale, including, without limitation, postage, courier and overnight mail charges (at Merchant’s contract rates);

(f) bank service charges and fees for bank accounts, credit cards and bank cards, chargebacks and discounts, existing or new, used in connection with the Comprehensive Sale (at Merchant’s contract rates);

(g) Agent’s cost of capital and letter of credit fees1;

(h) Agent’s legal fees and expenses in connection with the negotiation and documentation of this Agreement in an amount of Two Hundred Thousand Dollars ($200,000);

(i) Replenishment Goods;

(j) the costs and expenses outlined in Sections 7.1 or otherwise described in this Agreement as “Expenses”, and any other expenses approved by Agent and Merchant relating to any sale, transfer or assignment directed by Agent with respect to the Properties or other Assets, including, without limitation, all personal and real property taxes and transfer taxes payable by a seller, title insurance premiums, marketing and advertising expenses, legal fees and expenses, costs of diligence materials commissioned from third parties (including, without limitation, surveys, environmental reports, engineering reports and pest control reports) and other customary closing costs agreed to by Merchant and Agent, except for (i) attorneys’ fees and costs and other expenses of Merchant in connection with preparing or obtaining any agreements, motions or Bankruptcy Court orders to effectuate any sale, transfer or assignment of any Properties or other Assets, (ii) lease cure amounts (excepting any cure amounts solely related to Agent’s failure to pay rent and other occupancy expenses for periods occurring after the Closing Date), and (iii) any and all amounts due under any mortgage on any of the Properties or to release any liens on the Properties, all of which shall be the sole responsibility of Merchant and shall be paid by Merchant when due;

(k) Central Services Expenses equal to $20,000 per week during the Sale Term;

(l) Occupancy Expenses on a per Distribution Center per diem basis set forth on Exhibit 7.1(l) in an aggregate amount for all Distribution Centers not to exceed $800,000; and

(m) any other reasonable or necessary expense incurred directly by Agent (and approved by Agent and Merchant) in connection with the sale, collection or monetization of the Assets.

Notwithstanding anything herein to the contrary, to the extent that an Expense is listed in more than one place in this Agreement (including exhibits hereto), such Expense shall only be counted once and not double counted.

“Expenses” shall not include: (i) Excluded Benefits; (ii) subject to Section 5.2(f), any rent or occupancy expenses related to any Store other than Occupancy Expenses for periods prior to the Leased Property Termination Date or the Owned Property Termination Date, as the case may be; and (iii) any costs, expenses and liabilities that would otherwise constitute Expenses hereunder but that arise from contracts or agreements that were not disclosed to Agent prior to the date of this Agreement.

1 The Agent will be reaching out to Merchant to discuss estimated amount.

As used herein, the following terms have the following respective meanings:

“Central Services Expenses” means costs and expenses for Merchant’s central administrative services necessary for the Store Closing Sale, including, but not limited to, MIS services, payroll processing, cash reconciliation, inventory processing and handling and data processing and reporting.

“Excluded Benefits” means (i) pension benefits, vacation days or vacation pay that accrued prior to the Sale Commencement Date, sick days or sick leave, maternity leave or other leaves of absence, termination or severance pay, union dues, ERISA coverage and similar contributions, and (ii) payroll taxes, worker’s compensation and health insurance benefits in excess of the Benefits Cap.

“Occupancy Expenses” means base rent, percentage rent, HVAC, utilities, CAM, real estate and use taxes, merchant’s association dues, cleaning expenses, salting and snow removal, trash removal and building insurance relating to the Stores or Distribution Centers, all of the foregoing as categorized and reflected on Exhibit 7.1(a)(ix) and Exhibit 7.1(l) hereto, as the case may be. For the avoidance of doubt, subject to Section 5.2(f) and Section 7.1(l), Agent shall only be responsible as an “Occupancy Expense” of any Property for the pro-rated portion of real estate and use taxes due in respect of such Property for the period from (x) the Closing Date to (y) the Leased Property Termination Date or the Owned Property Termination Date, as the case may be.

7.2 Other Expenses of the Comprehensive Sale. All expenses required for Merchant to perform its obligations hereunder other than the Expenses, including, without limitation, the items expressly excluded from the definition of “Expenses” in Section 7.1, shall be payable by Merchant (and not reimbursed by Agent) when such expenses are due (and in any event promptly on demand).

7.3 Payment of Expenses. All Expenses incurred during each week of the Comprehensive Sale (i.e., Sunday through Saturday) shall be paid by Agent out of Comprehensive Sale Proceeds, or offset from the Comprehensive Sale Proceeds held by Agent, immediately following the Comprehensive Sale reconciliation by Merchant and Agent pursuant to Section 12 hereof, based on invoices and other documentation reasonably satisfactory to Agent and Merchant.

Section 8. Expenses with Respect to Properties.

8.1 Marketing Period Costs - Owned Properties. During the Marketing Period with respect to each Owned Property, Agent shall bear all of the carrying costs (including the costs of any repairs (as limited by Section 8.3 below) of the Owned Property, including without limitation prorated real estate taxes and utilities from and after the Closing Date. All such costs shall be an “Expense” for purposes hereunder.

8.2 Marketing Period Costs - Leased Properties.

(a) During the Marketing Period with respect to each Leased Property, Agent shall reimburse, on a timely basis, all amounts for the payment of rent, CAM, taxes, maintenance and repairs (as limited by Section 8.3 below), all other amounts due and owing by Merchant under the Leases (limited to the amounts set forth on the Marketing Period Occupancy Expense Schedule attached hereto as Exhibit 8.2), and utilities and all other usual and customary operating costs incurred in connection with the Leases and consistent with Merchant’s prior practices.

(b) From and after the date hereof, Merchant shall not extend, reject or otherwise terminate or assume and assign to a third party, without the Agent’s prior written consent, any of the Leases.

(c) The Agent’s obligations under Section 8.2(a), and the Merchant’s obligations under Section 8.2(b) shall expire in respect of any Lease upon the applicable Leased Property Termination Date. Upon the applicable Leased Property Termination Date, (A) the Agent shall have no further obligation or liability of any nature for any amounts payable to the lessor under the applicable Lease(s), or for any costs associated with the Store(s) to which such Lease(s) relate; and (B) Merchant shall be solely responsible for all amounts payable to the lessor under the applicable Lease(s), including without limitation, any damages resulting from the rejection of such Lease(s) under section 365 of the Bankruptcy Code or otherwise.

(d) Subject to the limitation set forth in Section 8.3 hereof, if Agent fails to pay, on a timely basis, any of the amounts set forth in Section 8.2(a) with respect to any Lease, then following the expiration of a ten (10) business day cure period after receipt by Agent of written notice from Merchant or the landlord of such failure to pay, in addition to all of its other rights at law and equity, Merchant shall be entitled to revoke Agent’s right to use and occupy the premises covered by such Lease and to reject such Lease. Such revocation shall be effective upon Agent’s receipt of written notification from Merchant (each, a “Revocation Notice”).

8.3 Limitation on Marketing Period Costs. The Merchant shall not make any individual repairs having a total cost in excess of Ten Thousand Dollars ($10,000) without the prior written consent of Agent. The cost of any such repairs in excess of Ten Thousand Dollars ($10,000) that are undertaken without the express written consent of the Agent shall not be treated as “Expenses” hereunder. All repairs that Agent consents to in writing or any repairs undertaken by Merchant with a total cost not exceeding Ten Thousand Dollars ($10,000) shall be treated as an “Expense” hereunder; provided however, any repairs made by Merchant to comply with covenants (or cure breaches thereof) shall be for Merchant’s own account and not be an “Expense” hereunder. Merchant hereby represents that to the best of its knowledge, except as set forth on Exhibit 8.3, it is not aware of any existing repair or maintenance problems with respect to any of the premises covered by the Leases or which may be required to be made under the terms of the Leases or any of the furniture, fixtures, equipment and other personal property covered by the Leases or located at the real property subject to the Leases.

Section 9.

Inventory Valuation.

9.1 Gross Rings. The Cost Value and Retail Value of the Merchandise as of the Sale Commencement Date shall be determined on a Gross Rings basis. During the Sale Term, Agent and Merchant shall jointly keep (i) a strict count of gross register receipts less applicable Sales Taxes (“Gross Rings”) and (ii) cash reports of sales within each of the Stores. For the avoidance of doubt, any Replenishment Goods will not be included in the Gross Rings. Agent and Merchant shall keep a strict count of register receipts and reports to determine the actual Cost Value and Retail Value of the Merchandise sold by SKU. All such records and reports shall be made available to Agent and Merchant during regular business hours upon reasonable notice.

9.2 Valuation. For purposes of this Agreement, “Cost Value” and “Retail Value” of the Merchandise shall mean the Gross Rings multiplied by one hundred one percent (101.0%).

Section 10.

Store Closing Sale Term; Marketing Period for Properties.

10.1 Term. Subject to the satisfaction of the conditions precedent set forth in Section 15 hereof, the Store Closing Sale shall commence at each Store on the first business day following the entry of the Order, but in no event later than January 15, 2010 (the “Sale Commencement Date”). The Sale Commencement Date shall not occur prior to the date on which the Order is signed by the Court. The Agent shall complete the Store Closing Sale at each Store and vacate such Store in broom-clean condition by no later than March 12, 2010, unless the Store Closing Sale at such Store is extended by mutual written agreement of Agent and Merchant or terminated earlier in accordance with the last sentence of this Section 10.1 (the “Sale Termination Date”; the period from the Sale Commencement Date to the Sale Termination Date as to each Store being the “Sale Term”). The Agent may, in its discretion, terminate the Store Closing Sale at any Store at any time within the Sale Term (i) upon the occurrence of an Event of Default by Merchant, or (ii) upon not less than ten (10) days’ prior written notice (a “Vacate Notice”) to Merchant. Notwithstanding anything herein to the contrary, the Agent may use all intellectual property, including, without limitation, trademarks, tradenames, trade secrets, patents, licenses and any other intellectual property and any information technology located in the Distribution Centers during the Sale Term. Additionally, Agent shall have the right to use tradenames owned by Merchant (or transfer a limited license to use a tradename owned by Merchant to any designee) throughout the Marketing Period and for a period of up to one (1) year thereafter in connection with the grocery or supermarket operations conducted on any Properties transferred, sold, conveyed or otherwise disposed of hereunder. To the extent that such intellectual property described immediately above includes the use of Store-level and corporate customer lists, mailing lists and customer e-mail lists, including any associated with Merchant’s customer loyalty programs (the “Customer Information”), at Agent’s request to Merchant, Merchant shall facilitate advertising and promotion of the Store Closing Sale by using Merchant’s Customer Information.

10.2 Vacating the Stores. At the conclusion of the Store Closing Sale, Agent agrees to leave the Stores in “broom clean” condition, ordinary wear and tear excepted, except for remaining Supplies and unsold items of FF&E.

10.3 Marketing Period.

(a) For each Property, the period commencing on the Closing Date and ending (i) in the case of any Owned Property, on the Owned Property Termination Date, and (ii) in the case of any Leased Property, on the Leased Property Termination Date, shall be known as the “Marketing Period” for such Property.

(b) With respect to each Owned Property, the “Owned Property Termination Date” shall be the first to occur of (i) the closing date of the sale or transfer of such Owned Property, (ii) the date on which the Agent, in its sole and absolute discretion, terminates its right to market such Owned Property and (iii) August 31, 2010.

(c) With respect to each Leased Property, the “Leased Property Termination Date” shall be the first to occur of (i) the Dropout Date, (ii) Agent’s receipt of a Revocation Notice with respect to such Leased Property, (iii) the closing date of the assignment of the Lease with respect to such Leased Property, and (iv) the date 210 days after the date on which the Cases were commenced (or such later date that the affected landlord consents to under Bankruptcy Code Section 365(d)(4)); provided that such extension is at no cost to the Agent (other than costs the Agent expressly agrees to assume). Notwithstanding anything set forth herein to the contrary, (i) Merchant may not deliver a Revocation Notice pursuant to Section 8.2(d) with respect to any Leased Property until the Store Closing Sale at such Leased Property is completed and (ii) any Dropout Notice delivered by the Agent shall not designate a Dropout Date earlier than the date on which the Store Closing Sale at such Leased Property is completed.

Section 11.

Conduct of the Store Closing Sale.

11.1 Rights of Agent. Agent shall be permitted to conduct the Store Closing Sale as a “store closing,” “going out of business” or similar such sale throughout the Sale Term. Agent shall conduct the Comprehensive Sale in the name of and on behalf of Merchant in a commercially reasonable manner and in compliance with (i) the terms of this Agreement and (ii) the Order. In addition to any other rights granted to Agent hereunder, in conducting the Sale, Agent, in the exercise of its sole and absolute discretion, shall have the right, subject to the immediately preceding sentence:

(a) to establish and implement advertising, signage, and promotion programs consistent with the “store closing,” “going out of business” theme (including, without limitation, by means of media advertising, banners, A-frame, sign walkers, and similar interior and exterior signs);

(b) to establish Store Closing Sale prices and Store hours;

(c) to use without charge during the Sale Term all FF&E, motor vehicles, advertising materials, bank accounts, Store-level customer lists and mailing lists, computer hardware and software, Supplies, intangible assets (including Merchant’s name, logo and tax identification numbers), Store keys, case keys, security codes, and safe and lock combinations required to gain access to and operate the Stores, and any other assets of Merchant located at the Stores or the Distribution Centers (whether owned, leased, or licensed);

(d) to transfer Merchandise between Stores; and

(e) to use (i) Merchant’s central office facilities, POS systems, central and administrative services and personnel to process payroll, perform MIS services, sales audit and cash reconciliation, and provide other central office services, necessary for the Comprehensive Sale, and (ii) one office located at Merchant’s central office facility.

11.2 Terms of Sales to Customers. All sales of Merchandise will be “final sales” and “as is,” and all advertisements and sales receipts will reflect the same. Agent shall not warrant the Merchandise in any manner, but will, to the extent legally permissible, pass on all manufacturer’s warranties to customers. All sales will be made only for cash, by approved check, and by bank credit cards currently accepted by Merchant. Agent shall have the right to use Merchant’s credit card facilities (including, without limitation, Merchant’s credit card terminals and processor(s), credit card processor coding, Merchant identification numbers and existing bank accounts) for sales made during the Store Closing Sale. Merchant shall promptly (and, in any event, at least three times per week during the Sale Term) pay over to Agent all proceeds from such credit card sales that it receives.

11.3 Deposit of Store Closing Sale Proceeds. During the Sale Term, all proceeds of the Store Closing Sale shall be deposited in Merchant’s accounts until such time as Agent elects, in its sole and absolute discretion, to establish its own account for the proceeds of the Store Closing Sale. All proceeds of the Store Closing Sale deposited in Merchant’s accounts will be transferred on a daily basis to an account designed by Agent. Agent and Merchant shall have the right to audit and review all entries, record and other documents relating to such bank accounts. It is understood and agreed that subject to the payment of the Guaranteed Amount, Expenses and Recovery Amount, Merchant shall have no right or interest in any Comprehensive Sale Proceeds.

11.4 Sales Taxes. During the Sale Term, all sales, excise, gross receipts and other taxes attributable to sales of Merchandise (other than taxes on income) payable to any taxing authority having jurisdiction (collectively, “Sales Taxes”) shall be added to the sales price of Merchandise and collected by Agent at the time of sale. The Agent shall transfer funds in the amount so collected to Merchant, which funds shall be delivered together with accompanying schedules to Merchant on a timely basis for payment of taxes when due. Merchant shall promptly pay all Sales Taxes and file all applicable reports and documents required by the applicable taxing authorities. Merchant will be given access to the computation of gross receipts for verification of all such tax collections.

11.5 Supplies. Agent shall have the right to use, without charge, all existing supplies located at the Stores, Distribution Centers and Merchant’s headquarters, including, without limitation, boxes, bags, paper bags, plastic bags, paper, twine and similar sales materials (collectively, “Supplies”). In the event that additional Supplies are required in any of the Stores during the Sale, Merchant agrees to promptly provide the same to Agent, if available.

11.6 Returns of Merchandise. During the Sale Term the Agent shall accept returns of goods sold by Merchant from the Stores prior to the Sale Commencement Date (“Returned Merchandise”), provided such goods are accompanied by the original Store receipt and such return is otherwise in accordance with the applicable return policy for such Store in effect prior to the Sale Commencement Date. Returned Merchandise shall not be considered Merchandise. Merchant shall reimburse Agent in cash for all amounts reimbursed on a weekly basis during the weekly sale reconciliations set forth in Section 12 below.

11.7 Gift Certificates. During the Sale Term, Agent shall accept Merchant’s gift certificates, gift cards and Store credits which have been issued by Merchant prior to the Sale Commencement Date (collectively, “Gift Cards”). Merchant shall reimburse Agent in cash for such amounts on a weekly basis during the weekly sale reconciliation. Agent shall not be required to accept any rain checks or other promotional items providing the customer with an additional discount on Merchandise.

11.8 Manufacturers’ Coupons. During the Sale Term, the Agent shall honor manufacturers’ coupons and rebates and vendor product allowances (collectively, the “Manufacturers’ Coupons”); provided however, as part of the weekly sale reconciliations set forth in Section 12 below, the Agent shall be reimbursed by the Merchant for the Manufacturers’ Coupons accepted during the prior week. Merchant and the Agent shall prepare all appropriate documentation incidental to the submission of the Manufacturers’ Coupons to the respective manufacturer and/or vendor and Merchant shall retain all monies received from the manufacturers or vendors on account of such Manufacturers’ Coupons.

Section 12. Comprehensive Sale Reconciliation. On each Wednesday during the Sale Term, commencing on the second Wednesday after the Closing Date, Agent and Merchant shall cooperate to reconcile Expenses associated with the Store Closing Sales, receipts of Returned Merchandise and Gift Cards, Manufacturers’ Coupons and such other Store Closing Sale-related items as either party shall reasonably request, in each case for the prior week or partial week (i.e., Sunday through Saturday), all pursuant to procedures agreed upon by Merchant and Agent. Within thirty (30) days after the end of the Sale Term with respect to all Stores, Agent and Merchant shall complete a final reconciliation of the Store Closing Sale (the “Store Closing Sale Reconciliation”), the written results of which shall be certified by Merchant and Agent as a final settlement of accounts between Merchant and Agent relating to the Store Closing Sale. In addition, on each Wednesday during the period from the Closing Date until the end of the Marketing Period with respect to all Properties, commencing on the second Wednesday after the Closing Date, Agent and Merchant shall cooperate to reconcile Expenses not associated with the Store Closing Sale and such other Comprehensive Sale-related items as either party shall reasonably request, in each case for the prior week or partial week (i.e., Sunday through Saturday), all pursuant to procedures agreed upon by Merchant and Agent. Within thirty (30) days after the end of the Marketing Period with respect to all Properties, Agent and Merchant shall complete a final reconciliation of the Comprehensive Sale (the “Final Reconciliation”), the written results of which shall be certified by representatives of each of Merchant and Agent as a final settlement of all accounts between Merchant and Agent.

Section 13.

Employee Matters.

13.1 Merchant’s Employees. Agent may use any of Merchant’s employees (each such employee, a “Retained Employee”) to the extent Agent, in its sole and absolute discretion, determines appropriate. Retained Employees shall at all times remain employees of Merchant, and shall not be considered or deemed to be employees of Agent. Merchant and Agent acknowledge and agree that except to the extent that wages and benefits of Retained Employees constitute Expenses hereunder, nothing contained in this Agreement and none of Agent’s actions taken in respect of the Comprehensive Sale shall be or otherwise be deemed to constitute an assumption by Agent of any of Merchant’s obligations relating to any of Merchant’s employees including, without limitation, Excluded Benefits, Worker Adjustment Retraining Notification Act (“WARN Act”) claims and other termination type claims and obligations, or any other amounts required to be paid by statute or law; nor shall Agent become liable under any collective bargaining or employment agreement or be deemed a joint or successor employer with respect to such employees. Merchant shall not, without Agent’s prior written consent, raise the salary or wages or increase the benefits for, or pay any bonuses or make any other extraordinary payments to, any of its employees on or after the date of this Agreement.

13.2 Termination of Employees. Agent may, in its sole and absolute discretion, stop using any Retained Employee at any time during the term of this Agreement and direct Merchant to terminate such Retained Employee. In the event of termination of any Retained Employee, Agent will use all reasonable efforts to notify Merchant at least five (5) days prior thereto, except for termination “for cause” (such as dishonesty, fraud or breach of employee duties), in which event no prior notice to Merchant shall be required, provided Agent shall notify Merchant as soon as practicable after such termination. From and after the date of this Agreement, Merchant shall not transfer or dismiss employees of the Stores except “for cause” without Agent’s prior written consent.

13.3 Payroll Matters. Merchant shall process the base payroll for all Retained Employees and any additional employees hired to assist with the Store Closing Sale. Attached hereto as Exhibit 13.3 is a description of Merchant’s base payroll, related payroll taxes, worker’s compensation and employee benefits, which Merchant represents is true and accurate as of the date hereof.

13.4 Employee Retention Bonuses. Agent may pay as an Expense retention bonuses (“Retention Bonuses”) (which bonuses shall be inclusive of payroll taxes but as to which no benefits shall be payable) to Retained Employees who do not voluntarily leave employment and are not terminated “for cause.” Such Retention Bonuses shall be processed through Merchant’s payroll system. Agent shall within seven (7) days of the Sale Commencement Date implement an employee retention plan and share details of such plan with Merchant.

Section 14.

Representations, Warranties, Covenants and Agreements.

If to Agent:	KROC Capital Services, LLC
	3333 New Hyde Park Road
	Suite 100
	New Hyde Park, NY 11042
	Attn: Ray Edwards
	Telecopy No. (516) 336-5686

	Gordon Brothers Group, LLC
	101 Huntington Avenue
	Tenth Floor
	Boston, MA 02199
	Attn: Mitch Cohen
	Telecopy No.

	The Nassi Group LLC
	340 North Westlake Boulevard
	Suite 260
	Westlake Village, CA 91362
	Attn: Dan Kane
	Telecopy No. (805) 497-2211

	SB CAPITAL GROUP, LLC
	1010 Northern Blvd.
	Suite 340
	Great Neck, NY 11021
	Attn: Robert Raskin
	Telecopy No. (516) 829-2404

	DJM REALTY SERVICES, LLC
	445 Broadhollow Road
	Suite 225
	Melville, NY 11747
	Attn: Emilio Amendola
	Telecopy No. (631) 752-1231

With a copy to:	WACHTELL, LIPTON, ROSEN & KATZ
	51 West 52nd Street
	New York, NY 10019
	Attn: Scott K. Charles
	Austin T. Witt
	Telecopy No. (212) 403-2000

If to Merchant:	THE PENN TRAFFIC COMPANY
	1200 State Fair Blvd.
	Syracuse, NY 13221
	Attn: Gregory J. Young
	Telecopy No.

With a copy to:	HAYNES & BOONE LLP
	1221 Avenue of the Americas
	26th Floor
	New York, NY 10020
	Attn: Michael E. Foreman
	Lenard Parkins
	Telecopy No. (212) 918-8989

Cost	Adjustment			Adjustment
Value	%			$

35,000		57.75	%		(2,887.50	)

35,500		57.40	%		(2,583.00	)

36,000		57.05	%		(2,282.00	)

36,500		56.70	%		(1,984.50	)

37,000		56.35	%		(1,690.50	)

37,500		56.10	%		(1,402.50	)

38,000		55.75	%		(1,115.00	)

38,500		55.50	%		(832.50	)

39,000		55.25	%		(552.50	)

39,500		55.00	%		(275.00	)

40,000		0.00	%		-

40,500		0.00	%		-

41,000		0.00	%		-

41,500		55.00	%		275.00

42,000		55.00	%		550.00

42,500		55.00	%		825.00

43,000		55.00	%		1,100.00

Cost	Adjustment			Adjustment
Value	%			$

3,000		90.00	%		(720.00	)

3,200		90.00	%		(540.00	)

3,400		90.00	%		(360.00	)

3,600		90.00	%		(180.00	)

3,800		0.00	%		-

4,000		0.00	%		-

4,200		0.00	%		-

4,400		90.00	%		180.00

4,600		90.00	%		360.00

4,800		90.00	%		540.00

5,000		90.00	%		720.00

LTM Rx	Adjustment		Adjustment
Count	per		$

725,000	$	5.00		500,000.00

700,000	$	5.00		375,000.00

675,000	$	5.00		250,000.00

650,000	$	5.00		125,000.00

625,000	$	-		-

600,000	$	-		-

575,000	$	-		-

550,000	$	5.00		(125,000.00	)

525,000	$	5.00		(250,000.00	)

500,000	$	5.00		(375,000.00	)

475,000	$	5.00		(500,000.00	)

Cost Factor	Adjustment $		Cumulative Adjustment $

62.50%		-		-

62.75%		92,500.00		(92,500	)

63.00%		92,500.00		(185,000	)

63.25%		92,500.00		(277,500	)

63.50%		92,500.00		(370,000	)

63.75%		92,500.00		(462,500	)

64.00%		92,500.00		(555,000	)

64.25%		92,500.00		(647,500	)

64.50%		92,500.00		(740,000	)

64.75%		92,500.00		(832,500	)

65.00%		92,500.00		(925,000	)

	BUYER:
	PRICE CHOPPER OPERATING CO., INC.

	By:
	Name:
	Title:

	SELLER:
	THE PENN TRAFFIC COMPANY

	By:
	Name: Daniel J. Mahoney
	Title: Senior Vice President and General Counsel