REGISTRATION RIGHTS AGREEMENT by and among Tops Holding Corporation, Tops Markets, LLC and the Guarantors party hereto and Merrill Lynch, Pierce, Fenner & Smith Incorporated as the Representative of the several Initial Purchasers Dated as of December...Registration Rights Agreement • September 6th, 2013 • Tops Markets Ii Corp • Retail-grocery stores • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of December 20, 2012, by and among Tops Holding Corporation, a Delaware corporation (the “Company”) and Tops Markets, LLC, a New York limited liability company (“Tops Markets” and, together with the Company, the “Issuers”), the Guarantors party hereto (collectively, the “Guarantors”), and Merrill Lynch, Pierce, Fenner & Smith Incorporated (the “Representative”) as the representative of the several initial purchasers (the “Initial Purchasers”) listed on Schedule A to the Purchase Agreement (as defined below), each of whom has agreed to purchase the Issuers’ 8.875% Senior Secured Notes due 2017 (the “Notes”) which are fully and unconditionally guaranteed by the Guarantors (the “Guarantees”) pursuant to the Purchase Agreement (as defined below). The Notes and the Guarantees attached thereto are herein collectively referred to as the “Securities.”
AMENDED AND RESTATED CREDIT AGREEMENT Dated as of December 14, 2012 among TOPS MARKETS, LLC, as the Lead Borrower For The Borrowers Party Hereto The BORROWERS Party Hereto The GUARANTORS Party Hereto BANK OF AMERICA, N.A. as Administrative Agent,...Credit Agreement • September 6th, 2013 • Tops Markets Ii Corp • Retail-grocery stores • New York
TOPS MARKETS, LLC, a New York limited liability company, for itself and as agent (in such capacity, the “Lead Borrower”) for the other Borrowers now or hereafter party hereto;
REGISTRATION RIGHTS AGREEMENT by and among Tops Holding II Corporation and Merrill Lynch, Pierce, Fenner & Smith Incorporated as the Representative of the several Initial Purchasers Dated as of May 15, 2013Registration Rights Agreement • September 6th, 2013 • Tops Markets Ii Corp • Retail-grocery stores • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of May 15, 2013, by and among Tops Holding II Corporation, a Delaware corporation (the “Issuer”) and Merrill Lynch, Pierce, Fenner & Smith Incorporated (the “Representative”) as the representative of the several initial purchasers (the “Initial Purchasers”) listed on Schedule A to the Purchase Agreement (as defined below), each of whom has agreed to purchase the Issuer’s 8.750% / 9.500% Senior Notes due 2018 (the “Notes”).
INDENTURE Dated as of December 20, 2012 Among TOPS HOLDING CORPORATION TOPS MARKETS, LLC, THE GUARANTORS PARTY HERETO and U.S. BANK NATIONAL ASSOCIATION, as Trustee and U.S. BANK NATIONAL ASSOCIATION, as Collateral Agent 8.875% SENIOR SECURED NOTES...Indenture • September 6th, 2013 • Tops Markets Ii Corp • Retail-grocery stores • New York
INDENTURE, dated as of December 20, 2012, among Tops Holding Corporation, a Delaware corporation (the “Company”), Tops Markets, LLC, a New York limited liability company (“Tops Markets” and, together with the Company, the “Issuers”), the Guarantors (as defined herein) listed on the signature pages hereto, U.S. Bank National Association, a national banking association duly organized and existing under the laws of the United States of America, as Trustee, and U.S. Bank National Association, a national banking association duly organized and existing under the laws of the United States of America, as Collateral Agent.
INTERCREDITOR AGREEMENT by and between BANK OF AMERICA, N.A., as ABL Agent, and U.S. BANK, NATIONAL ASSOCIATION, as Trustee Dated as of December 20, 2012Intercreditor Agreement • September 6th, 2013 • Tops Markets Ii Corp • Retail-grocery stores • New York
AMENDED AND RESTATED OPERATING AGREEMENT OF TOPS MARKETS, LLCOperating Agreement • September 6th, 2013 • Tops Markets Ii Corp • Retail-grocery stores • New York
This Amended and Restated Operating Agreement (the “Agreement”) of Tops Markets, LLC (the “Company”) is entered into as of the 3rd day of December, 2007 by Hank Holding Corporation, a Delaware corporation, as the sole member of the Company (the “Member”).
SECURITY AGREEMENT by TOPS HOLDING CORPORATION AND TOPS MARKETS, LLC, as Issuers and THE GUARANTORS PARTY HERETO FROM TIME TO TIME and U.S. BANK NATIONAL ASSOCIATION as Collateral Agent Dated as of December 20, 2012Security Agreement • September 6th, 2013 • Tops Markets Ii Corp • Retail-grocery stores • New York
SECURITY AGREEMENT, dated as of December 20, 2012 (as amended, modified, supplemented or restated and in effect from time to time, this “Agreement”), made by (i) TOPS HOLDING CORPORATION, a Delaware corporation (in such capacity, “Tops Holding”) (ii) TOPS MARKETS, LLC, a New York limited liability company (in such capacity, the “Tops Markets” together with Tops Holding, the “Issuers”) and (iii) THE GUARANTORS LISTED ON THE SIGNATURE PAGES HERETO (the “Original Guarantors”) OR FROM TIME TO TIME PARTY HERETO BY EXECUTION OF A JOINDER AGREEMENT (the “Additional Guarantors,” and together with the Original Guarantors, the “Guarantors”), as pledgors, assignors and debtors (the Issuers, together with the Guarantors, in such capacities and together with any successors in such capacities, the “Grantors,” and each a “Grantor”), in favor of U.S. Bank National Association, in its capacity as collateral agent (together, with any successors and assigns, in such capacity, the “Collateral Agent”) for
SHAREHOLDERS’ AGREEMENT dated as of May 15, 2013 among TOPS HOLDING II CORPORATION and ITS SHAREHOLDERS IDENTIFIED HEREINShareholders’ Agreement • September 6th, 2013 • Tops Markets Ii Corp • Retail-grocery stores • New York
THIS SHAREHOLDERS’ AGREEMENT (this “Agreement”) dated as of May 15, 2013 among (i) Tops Holding II Corporation, a Delaware corporation (the “Company”), (ii) the Morgan Stanley Investors (as defined below), (iii) the HSBC Co-Investors (as defined below), (iv) the Management Shareholders (as defined below), and (v) the Additional Holders (as defined below).
BONUS AWARD AGREEMENTBonus Award Agreement • September 6th, 2013 • Tops Markets Ii Corp • Retail-grocery stores • Delaware
This Bonus Award Agreement (this “Agreement”), effective as of October 27, 2009 (the “Effective Date”), evidences the grant by Tops Holding Corporation (the “Company”), on the terms and subject to the conditions set forth in this Agreement, of a cash bonus award to [ ] (the “Eligible Employee”).
SECOND SUPPLEMENTAL INDENTURE Dated as of August 20, 2013 to INDENTURE Dated as of December 20, 2012 among TOPS HOLDING LLC, TOPS MARKETS, LLC and TOPS MARKETS II CORPORATION, and the Guarantors from time to time parties hereto, as Guarantors, and and...Second Supplemental Indenture • September 6th, 2013 • Tops Markets Ii Corp • Retail-grocery stores
This SECOND SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) is dated as of August 20, 2013, by and among Tops Holding LLC, a Delaware limited liability company (“Tops Holding”), Tops Markets, LLC, a New York limited liability company (“Tops Markets”), Tops Markets II Corporation, a Delaware corporation (“Tops Markets II” and, together with Tops Holding and Tops Markets, the “Issuers”), Tops Holding II Corporation, a Delaware corporation (“Tops Holding II”), the guarantors named on the signature pages hereto (the “Guarantors”), U.S. Bank National Association, a national banking association duly organized and existing under the laws of the United States of America, as Trustee (the “Trustee”), and U.S. Bank National Association, a national banking association duly organized and existing under the laws of the United States of America, as Collateral Agent (the “Collateral Agent”).
PURCHASE AND SALE AGREEMENT by and among EACH OF THE SELLERS LISTED ON ANNEX I, TOPS MBO CORPORATION, and TOPS HOLDING II CORPORATION, Dated as of November 14, 2013Purchase Agreement • December 20th, 2013 • Tops Markets Ii Corp • Retail-grocery stores • Delaware
THIS PURCHASE AND SALE AGREEMENT, dated as of November 14, 2013 (this “Agreement”), is made by and among each of the Persons listed on Annex I under the heading of “Seller” (each, a “Seller” and, collectively, the “Sellers”), Tops MBO Corporation, a Delaware corporation (the “Purchaser”), and Tops Holding II Corporation, a Delaware corporation (the “Company”).
THIRD SUPPLEMENTAL INDENTURE Dated as of November 20, 2013 to INDENTURE Dated as of December 20, 2012 among TOPS HOLDING LLC, TOPS MARKETS, LLC and TOPS MARKETS II CORPORATION, and the Guarantors from time to time parties hereto, as Guarantors, and andIndenture • December 3rd, 2013 • Tops Markets Ii Corp • Retail-grocery stores
This THIRD SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) is dated as of November 20, 2013, by and among Tops Holding LLC, a Delaware limited liability company (“Tops Holding”), Tops Markets, LLC, a New York limited liability company (“Tops Markets”), Tops Markets II Corporation, a Delaware corporation (“Tops Markets II” and, together with Tops Holding and Tops Markets, the “Issuers”), U.S. Bank National Association, a national banking association duly organized and existing under the laws of the United States of America, as Trustee (the “Trustee”), and U.S. Bank National Association, a national banking association duly organized and existing under the laws of the United States of America, as Collateral Agent (the “Collateral Agent”).
SHAREHOLDERS’ AGREEMENT dated as of November 29, 2013 among TOPS MBO CORPORATION and ITS SHAREHOLDERS IDENTIFIED HEREIN and TOPS HOLDING II CORPORATION and ITS SHAREHOLDERS IDENTIFIED HEREINShareholders’ Agreement • December 3rd, 2013 • Tops Markets Ii Corp • Retail-grocery stores • New York
THIS SHAREHOLDERS’ AGREEMENT (this “Agreement”), effective as of November 29, 2013, is by and among Tops MBO Corporation, a Delaware corporation (“MBOCo”), Tops Holding II Corporation, a Delaware corporation (“Holding”), each of their respective shareholders identified herein, and any Additional Holders (as defined below).
FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • December 3rd, 2013 • Tops Markets Ii Corp • Retail-grocery stores • New York
TOPS MARKETS, LLC, a New York limited liability company, for itself and as agent (in such capacity, the “Lead Borrower”) for the Borrowers named herein;
SUPPLEMENTAL INDENTURE Dated as of May 15, 2013 to INDENTURE Dated as of December 20, 2012 among TOPS HOLDING LLC, TOPS MARKETS, LLC and TOPS MARKETS II CORPORATION, and the Guarantors from time to time parties hereto, as Guarantors, and andSupplemental Indenture • September 6th, 2013 • Tops Markets Ii Corp • Retail-grocery stores
This SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) is dated as of May 15, 2013, by and among Tops Holding LLC, a Delaware limited liability company (“Tops Holding,” f/k/a Tops Holding Corporation, a Delaware corporation), Tops Markets, LLC, a New York limited liability company (“Tops Markets” and, together with Tops Holding, the “Issuers”), Tops Markets II Corporation, a Delaware corporation (“Tops Markets II”), the guarantors named on the signature pages hereto (the “Guarantors”), U.S. Bank National Association, a national banking association duly organized and existing under the laws of the United States of America, as Trustee (the “Trustee”), and U.S. Bank National Association, a national banking association duly organized and existing under the laws of the United States of America, as Collateral Agent (the “Collateral Agent”).
PURCHASE AND SALE AGREEMENT by and among EACH OF THE SELLERS LISTED ON ANNEX I, TOPS MBO CORPORATION, and TOPS HOLDING II CORPORATION, Dated as of November 14, 2013Purchase and Sale Agreement • December 3rd, 2013 • Tops Markets Ii Corp • Retail-grocery stores • Delaware
THIS PURCHASE AND SALE AGREEMENT, dated as of November 14, 2013 (this “Agreement”), is made by and among each of the Persons listed on Annex I under the heading of “Seller” (each, a “Seller” and, collectively, the “Sellers”), Tops MBO Corporation, a Delaware corporation (the “Purchaser”), and Tops Holding II Corporation, a Delaware corporation (the “Company”).
FOURTH SUPPLEMENTAL INDENTURE Dated as of November 20, 2013 to INDENTURE Dated as of December 20, 2012 among TOPS HOLDING LLC, TOPS MARKETS, LLC and TOPS MARKETS II CORPORATION, and the Guarantors from time to time parties hereto, as Guarantors, and...Fourth Supplemental Indenture • December 3rd, 2013 • Tops Markets Ii Corp • Retail-grocery stores
This FOURTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) is dated as of November 20, 2013, by and among Tops Holding LLC, a Delaware limited liability company (“Tops Holding”), Tops Markets, LLC, a New York limited liability company (“Tops Markets”), Tops Markets II Corporation, a Delaware corporation (“Tops Markets II” and, together with Tops Holding and Tops Markets, the “Issuers”), Tops Holding II Corporation, a Delaware corporation, the guarantors named on the signature pages hereto (the “Guarantors”), U.S. Bank National Association, a national banking association duly organized and existing under the laws of the United States of America, as Trustee (the “Trustee”), and U.S. Bank National Association, a national banking association duly organized and existing under the laws of the United States of America, as Collateral Agent (the “Collateral Agent”).
LIMITED LIABILITY COMPANY AGREEMENT OF TOPS HOLDING LLCLimited Liability Company Agreement • September 6th, 2013 • Tops Markets Ii Corp • Retail-grocery stores • Delaware
This LIMITED LIABILITY COMPANY AGREEMENT, dated as of May 15, 2013 (this “Agreement”), is entered into by and between Tops Holding LLC, a Delaware limited liability company (the “Company”), and Tops Holding II Corporation, a Delaware corporation (the “Member”).
