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As filed with the Securities and Exchange Commission on October 13, 2010

Registration Statement No. 333-            

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

Form S-1

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

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

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

See Table of Additional Registrant Guarantors Continued on the Next Page

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

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

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

          If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box.    ý

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

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

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

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

CALCULATION OF REGISTRATION FEE

(1)

An indeterminate amount of securities are being registered hereby to be offered solely for market-making purposes by an affiliate of the registrant. Pursuant to Rule 457(q) under the Securities Act of 1933, as amended, no filing fee is required.

(2)

The guarantee by each of the additional registrants listed below of the principal and interest on the notes is also being registered hereby. No separate consideration will be received for the guarantees.

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

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TABLE OF ADDITIONAL REGISTRANTS

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

SUBJECT TO COMPLETION, DATED OCTOBER 13, 2010.

Prospectus

Tops Holding Corporation

Tops Markets, LLC

$350,000,000
10.125% Senior Secured Notes due 2015

        The 10.125% Senior Secured Notes due 2015, referred to as "notes", were issued in exchange for the 10.125% Senior Secured Notes originally issued on October 9, 2009 and February 12, 2010.

        The notes will bear interest at the rate of 10.125% per year. Interest on the notes is payable on April 15 and October 15 of each year. We may redeem any of the notes beginning on October 15, 2012, at the redemption prices set forth in this prospectus. We may also redeem any of the notes at any time prior to October 15, 2012 at a price equal to 100% of the aggregate principal amount of the notes plus a make-whole premium and accrued interest. In addition, before October 15, 2010, we may redeem up to 35% of the aggregate principal amount of the notes with the net cash proceeds of certain equity offerings at a price equal to 110.125% of the aggregate principal amount of the notes plus accrued interest.

        The notes will be guaranteed by all of our current and certain of our future domestic subsidiaries. The notes and the guarantees will be our and the guarantors' senior secured obligations, will rank equally in right of payment with our and the guarantors' existing and future senior indebtedness and will rank senior to all of our and the guarantors' existing and future subordinated indebtedness. The notes and the guarantees will be secured, subject to certain exceptions and permitted liens, on a first-priority basis by our and the guarantors' existing and after acquired, intellectual property rights, equipment, stock of subsidiaries and substantially all of our and the guarantors' other assets that do not secure our amended asset based revolving credit facility (the "ABL Facility") on a first priority basis (excluding any interest in real property other than our warehouse distribution facility located in Lancaster, New York and certain owned real property hereafter acquired). Subject to certain permitted liens, the notes and the guarantees will also be secured on a second-priority basis by a lien on the assets that secure our obligations under the ABL Facility on a first-priority basis, including present and future receivables, inventory, prescription lists, deposit accounts and certain related assets.

        The prospectus includes additional information on the terms of the notes. See "Description of the Notes" beginning on page 84.

        Please see "Risk Factors" beginning on page 8 for a discussion of certain factors you should consider prior to investing in the notes.

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

The date of this prospectus is                , 2010.

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ABOUT THIS PROSPECTUS

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

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

        The fiscal periods presented in this prospectus are: the 28-week periods ended July 17, 2010 and July 11, 2009, the 53-week period from December 28, 2008 to January 2, 2010, which we refer to as "Fiscal 2009"; the 52-week period from December 30, 2007 to December 27, 2008, which we refer to as "Fiscal 2008"; the four-week period from December 2, 2007 to December 29, 2007 and the 48-week period from December 31, 2006 to December 1, 2007, which we refer to as "Fiscal 2007 Successor Period" and "Fiscal 2007 Predecessor Period," respectively; and the 52-week period from January 1, 2006 to December 30, 2006, which we refer to as "Fiscal 2006."

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

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TRADEMARKS

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

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

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

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

•

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



•

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



•

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



•

our ability to effectively increase or maintain our profit margins;



•

the success of our expansion and renovation plans;



•

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



•

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



•

risks of natural disasters and severe weather conditions;



•

supply problems with our suppliers and vendors;



•

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



•

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



•

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



•

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



•

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



•

risks of liability under environmental laws and regulations;



•

risks inherent in our motor fuel operations;

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•

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



•

our ability to retain key personnel;



•

our ability to maintain and improve our information technology systems;



•

litigation claims or legal proceedings against us;



•

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



•

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



•

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

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

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SUMMARY

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

Company Overview

        We are a leading supermarket retailer in our Upstate New York and Northern Pennsylvania markets. Introduced in 1962, our Tops brand is widely recognized as a strong retail supermarket brand name in Upstate New York supported by strong customer loyalty and attractive supermarket locations. We currently operate 127 corporate retail locations with an additional five franchise locations. We are headquartered in Williamsville, New York. Tops Holding Corporation was incorporated in October 2007 as a Delaware corporation. Tops Markets, LLC was founded in September 2000 as a New York limited liability company. Our principal executive offices are located at 6363 Main Street, Williamsville, New York 14221, and our telephone number is (716) 635-5000.

Our Acquisition of Penn Traffic

        On January 29, 2010, we completed the acquisition of substantially all assets of The Penn Traffic Company and its subsidiaries, including Penn Traffic's 79 stores, in exchange for $85.0 million in cash and the assumption of certain specified liabilities (the "Acquisition"). We financed the Acquisition with the proceeds from an equity investment made by our equity holders, borrowings under our asset based revolving credit facility (the "ABL Facility") and borrowings under a bridge loan facility entered into in connection with the Acquisition. As of the date of this prospectus, we have retained 55 stores. In August 2010, the Federal Trade Commission ("FTC") issued a Proposed Order that would require us to sell seven of these retained supermarkets. The Proposed Order is subject to public comment until September 7, 2010, after which time the FTC is expected to approve a Final Order. The remaining 24 stores have been closed, sold or liquidated.

Debt Refinancing Transactions

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

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

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

Dividend

        On July 26, 2010, we paid a dividend to our owners totaling $30.0 million, or $207.22 per share of common stock outstanding.

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Our Acquisition Led by MSPE in 2007

        We were acquired by a group of investors led by Morgan Stanley Private Equity ("MSPE") in December 2007. Tops Holding Corporation was incorporated in connection with this acquisition; its sole purpose is the ownership of Tops Markets, LLC and it has no other business operations. For more information on our corporate structure, see "—Corporate Information." Prior to the December 2007 acquisition, Tops Markets, LLC was a wholly-owned indirect subsidiary of Koninklijke Ahold N.V. ("Ahold"), which is headquartered in The Netherlands and operates retail businesses in Europe and the United States. In this prospectus, the period from December 31, 2006 to December 1, 2007, the date of the closing of the acquisition, is referred to as the "Fiscal 2007 Predecessor Period."

Our Majority Sponsor

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

Corporate Information

        Our corporate structure is as follows:

(1)

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

(2)

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

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Summary Description of the Notes

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

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Summary Historical Condensed Consolidated Financial and Operating Data

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

        The summary historical condensed consolidated financial and operating data as of and for the 28-week periods ended July 11, 2009 and July 17, 2010, respectively, presented below, have been derived from our unaudited condensed consolidated financial statements, which are also included elsewhere in this prospectus. Such unaudited financial information has been prepared on a basis consistent with our annual audited financial statements. In the opinion of management, such unaudited financial information reflects all adjustments, consisting exclusively of normal and recurring adjustments necessary for a fair presentation of the results for those periods. The results for any interim period are not necessarily indicative of the results that may be achieved for a full fiscal year.

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

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Ratio of Earnings to Fixed Charges

        The following table sets forth our ratio of consolidated earnings to consolidated fixed charges for the 28-week periods ended July 17, 2010 and July 11, 2009, and for Fiscal 2009, Fiscal 2008, the Fiscal 2007 Successor Period, the Fiscal 2007 Predecessor Period and Fiscal 2006.

A

Due to registrant's loss in the 28-week period ended July 17, 2010, the ratio coverage was less than 1:1. The registrant must generate additional earnings of $9,926 to achieve a coverage ratio of 1:1.

B

Due to registrant's loss in the 28-week period ended July 11, 2009, the ratio coverage was less than 1:1. The registrant must generate additional earnings of $503 to achieve a coverage ratio of 1:1.

C

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

D

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

E

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

F

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

(1)

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

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RISK FACTORS

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

Risks Related to Our Business

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

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

•

difficulties in detecting all significant risks and liabilities;



•

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



•

the assimilation and retention of certain Penn Traffic employees;



•

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



•

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



•

our increased indebtedness;



•

higher than anticipated integration costs; and



•

the inability to divest unwanted stores.

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

        The Penn Traffic purchase agreement does not provide for any indemnification of any losses or liabilities we may incur as a result of the Acquisition. In addition, we may not be able to maintain the levels of revenue or earnings that the two companies have achieved or might achieve separately. Furthermore, Penn Traffic filed for bankruptcy three times during the past eleven years. Penn Traffic has a history of operating losses and there is no assurance that Penn Traffic's operations will contribute

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

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

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

•

higher than expected severance costs related to staff reductions;



•

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



•

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



•

other unexpected costs associated with operating the business; and



•

the inability to divest unwanted assets.

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

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

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

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

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sales and our operating, selling, general and administrative expenses, and otherwise materially adversely affect the financial condition and results of operations of the retail food business.

         Increased competition could adversely affect us.

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

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

         Low profit margins could adversely affect us.

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

         Unsuccessful expansion and renovation plans could adversely affect us.

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

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

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

        We are dependent on the use of trucks to distribute goods to our markets. Therefore, fluctuations in the price of fuel affect our overall cost of doing business. Additionally, increases in the cost of electricity and other utilities affect the cost of illuminating and operating our stores and warehouse and distribution facilities, and the cost of goods sold by us, including plastic bags, can be significantly

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

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

        Fuel stations are operated at 36 of our store locations (including two franchise locations). We obtain gasoline and diesel fuel from a number of different suppliers. Long term disruption in the availability and wholesale price of gasoline for resale could have a material adverse effect on us, our financial condition, results of operations and/or cash flows.

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

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

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

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

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

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

        Pursuant to the terms of a long term supply agreement, we currently acquire substantially all of our grocery, frozen and perishable merchandise requirements from C&S Wholesale Grocers. During Fiscal 2009 and the 28-week period ended July 17, 2010, products supplied from C&S accounted for approximately 60% and 61%, respectively, of our inventory purchases. As a result of the Acquisition, we expect this percentage to increase as C&S supplied the majority of Penn Traffic's grocery, frozen

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

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

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

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

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

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

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

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

        We understand, based on information provided to us by the plan administrator of Local One, that as of January 1, 2010, the Local One Plan was underfunded on a current liability basis. Tops received notice from the plan administrator of the Local One Plan that, for purposes of the federal laws

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

         We are heavily dependent on our key personnel.

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

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

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

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

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

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

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

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

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

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

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

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

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

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Risks Related to the Notes

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

        As of July 17, 2010, we had $538.0 million of indebtedness outstanding (inclusive of $184.2 million of capital leases), and $76.0 million of unused commitments under the ABL Facility (after giving effect to $11.0 million of letters of credit outstanding thereunder).

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

•

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



•

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



•

increase our vulnerability to adverse economic and industry conditions;



•

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



•

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



•

limit our ability to service our indebtedness;



•

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



•

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

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

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

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

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

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

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

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

•

incur additional indebtedness;



•

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



•

make investments;



•

create liens;



•

sell assets;



•

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



•

engage in transactions with affiliates; and



•

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

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

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

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

         Certain assets are excluded from the collateral.

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

•

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



•

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



•

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



•

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



•

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

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

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

        The notes are secured by a pledge of the stock and other securities of our subsidiaries held by the issuers or the guarantors. Under the SEC regulations in effect as of the issue date of the notes, if the par value, book value as carried by us or market value (whichever is greatest) of the capital stock, other securities or similar ownership interests of a subsidiary of Tops Holding Corporation (including Tops Markets, LLC) pledged as part of the collateral is greater than or equal to 20% of the aggregate

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principal amount of the notes then outstanding, such a subsidiary would be required to provide separate financial statements to the SEC. Therefore, the indenture governing the notes and the security agreement provide that any capital stock and other securities of any of Tops Holding Corporation's subsidiaries will be excluded from the collateral to the extent such capital stock or other securities exceed the maximum amount that could be included without causing such subsidiary to be required to file separate financial statements with the SEC pursuant to Rule 3-16 of Regulation S-X or another similar rule. As a result, holders of the notes could lose a portion of or all of their security interest in the capital stock or other securities of those subsidiaries during that period. It may be more difficult, costly and time consuming for holders of the notes to foreclose on the assets of a subsidiary than to foreclose on its capital stock or other securities, so the proceeds realized upon any such foreclosure could be significantly less than those that would have been received upon any sale of the capital stock or other securities of such subsidiary.

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

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

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

•

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



•

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

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

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with all of our other unsecured unsubordinated indebtedness and other obligations, including trade payables.

        With respect to some of the collateral, the collateral agent's security interest and ability to foreclose will also be limited by the need to meet certain requirements, such as obtaining third-party consents and making additional filings. If we are unable to obtain these consents or make these filings, the security interests may be invalid and the holders will not be entitled to the collateral or any recovery with respect thereto. We cannot assure you that any such required consents can be obtained by the completion of this offering on a timely basis or at all. These requirements may limit the number of potential bidders for certain collateral in any foreclosure and may delay any sale, either of which events may have an adverse effect on the sale price of the collateral. Therefore, the practical value of realizing on the collateral may, without the appropriate consents and filings, be limited.

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

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

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

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

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

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

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

        Under the federal bankruptcy laws and comparable provisions of state fraudulent transfer laws, any guarantee made by any of our subsidiaries could be voided, or claims under the guarantee made by any

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of our subsidiaries could be subordinated to all other obligations of any such subsidiary, if the subsidiary, at the time it incurred the obligations under any guarantee:

•

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



•

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



(1)

was insolvent or rendered insolvent by reason of that incurrence;



(2)

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



(3)

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

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

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

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

•

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



•

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



•

it cannot pay its debts as they become due.

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

        The rights of the holders of the notes with respect to the collateral securing the ABL Facility on a first-priority basis may be substantially limited pursuant to the terms of the intercreditor agreement. Under the intercreditor agreement, if amounts or commitments remain outstanding under the ABL Facility and certain hedging and cash management obligations, actions taken in respect of collateral securing our obligations under the ABL Facility and such other obligations on a first-priority basis, including the ability to cause the commencement of enforcement proceedings against such collateral and to control the conduct of these proceedings, will be at the sole direction of the holders of the obligations secured by the first-priority liens, subject to certain limitations. As a result, the collateral agent, on behalf of the holders of the notes, may not have the ability to control or direct these actions, even if the rights of the holders of the notes are adversely affected. Additionally, the agent for the

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lenders under the ABL Facility generally has a right to access and use the collateral securing the notes on a first-priority basis for a period of 270 days (subject to certain extensions) following any foreclosure by the collateral agent on such collateral. See "Description of the Notes—Intercreditor Agreement."

         Any future pledge of collateral might be avoidable in bankruptcy.

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

         The collateral securing the notes is subject to casualty risks.

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

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

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

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

        Under the U.S. Bankruptcy Code, the principal amount of each note in excess of its issue price is treated as unmatured interest. The claim of a holder of a note in a bankruptcy proceeding in respect of the notes with respect to this original issue discount would be limited to the portion thereof that had

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accreted prior to the date of the commencement of the bankruptcy case. Holders of notes would not be entitled to receive any additional portion of the original issue discount that accreted during the commencement of a bankruptcy proceeding except to the extent the notes are over secured by their security interest in the collateral.

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

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

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

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

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

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

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

        The notes are a new issue of securities for which there is no existing trading market. Although when the unregistered notes were initially issued the initial purchasers advised us that they intended to make a market in the notes, they are not obligated to do so, and the initial purchasers may cease their market making activity at any time without notice. In addition, we are controlled by MSPE, an affiliate of Morgan Stanley & Co. Incorporated, one of the initial purchasers of the outstanding unregistered

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notes. As a result of this affiliate relationship, if Morgan Stanley & Co. Incorporated conducts any market making activities with respect to the notes, Morgan Stanley & Co. Incorporated will be required to deliver a market making prospectus when effecting offers and sales of the notes. For as long as a market making prospectus is required to be delivered, the ability of Morgan Stanley & Co. Incorporated to make a market in the notes may, in part, be dependent on our ability to maintain a current market making prospectus for its use. If we are unable to maintain a current market making prospectus, Morgan Stanley & Co. Incorporated may be required to discontinue its market making activities without notice. Therefore, we cannot assure you that an active market for the notes will develop or, if developed, that it will continue. Historically, the market for non-investment grade debt, such as the notes, has been subject to disruptions that have caused substantial volatility in the prices of securities similar to the notes. We cannot assure you that the market, if any, for the notes will be free from similar disruptions, and any such disruptions may adversely affect the prices at which you may sell your notes. Future trading prices of the notes will depend on many factors, including prevailing interest rates, the market for similar notes, our performance or other factors.

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USE OF PROCEEDS

        This prospectus is delivered in connection with the sale of the notes by Morgan Stanley & Co. Incorporated in market-making transactions. We will not receive any proceeds from the sale of the notes.

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CAPITALIZATION

        The following table sets forth our consolidated cash and cash equivalents and capitalization as of July 17, 2010:

•

on an actual basis; and



•

on an adjusted basis to give effect to the $30.0 million dividend paid on July 26, 2010.

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

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SELECTED HISTORICAL CONSOLIDATED FINANCIAL AND OPERATING DATA

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

        The selected historical condensed consolidated financial and operating data as of and for the 28-week periods ended July 11, 2009 and July 17, 2010, respectively, presented below, have been derived from our unaudited condensed consolidated financial statements, which are included elsewhere in this prospectus. Such unaudited financial information has been prepared on a basis consistent with our annual audited financial statements. In the opinion of management, such unaudited financial information reflects all adjustments, consisting exclusively of normal and recurring adjustments necessary for a fair presentation of the results for those periods. The results for any interim period are not necessarily indicative of the results that may be achieved for a full fiscal year.

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

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

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UNAUDITED PRO FORMA CONDENSED COMBINED
FINANCIAL INFORMATION

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

•

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



•

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



•

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



•

the July 26, 2010 payment of a $30.0 million dividend to the Company's shareholders.

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

•

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



•

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



•

separate unaudited historical condensed consolidated financial statements of Tops Holding Corporation as of and for the 28-week period ended July 17, 2010, and related notes beginning on page F-61 of this prospectus;



•

separate unaudited historical financial statements of The Penn Traffic Company as of and for the 39-week period ended October 31, 2009, and related notes beginning on page F-118 of this prospectus; and



•

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

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

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

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

TOPS HOLDING CORPORATION
Unaudited Pro Forma Condensed Combined Balance Sheet
As of July 17, 2010
(Dollars in thousands, except share and per share amounts)

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

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TOPS HOLDING CORPORATION

Unaudited Pro Forma Condensed Combined Statement of Operations

28-Week Period Ended July 17, 2010

(Dollars in thousands)