EX-4.3



 Exhibit 4.3 

EXECUTION VERSION 
 Bank of America, N.A.

 100 Federal Street 
 MA5-100-09-09 

Boston, MA 02110 
 ABL Claimholders 

c/o Bank of America, N.A. 
 100 Federal Street 

MA5-100-09-09 
 Boston, MA 02110 

This INTERCREDITOR AGREEMENT JOINDER dated as of June 10, 2015 (this “Intercreditor Joinder Agreement”), to the
INTERCREDITOR AGREEMENT dated as of December 20, 2012 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Intercreditor Agreement”), by and between BANK OF AMERICA, N.A., in
its capacity as agent under the ABL Credit Agreement (the “ABL Agent”) and U.S. BANK NATIONAL ASSOCIATION, as trustee and collateral agent under the New Indenture (as defined below) and (as the case may be) as collateral agent for
and representative of the holders of the New Notes Obligations (as defined below) (the “Notes Agent”) and is acknowledged by the Issuers (as defined below) and the Company Subsidiaries. 

A. Capitalized terms used herein but not otherwise defined herein shall have the meanings assigned to such terms in the Intercreditor
Agreement. 
 B. The Note Obligations are being Refinanced in full on June 10, 2015 by 8.000% senior secured notes due 2022 (together
with any additional notes, the “New Notes” and the Obligations in respect thereof, the “New Notes Obligations”) issued by Tops Holding LLC (“Tops Holdings”) and Tops Markets II Corporation (together
with Tops Holdings, the “Issuers”) and guaranteed (on a senior secured basis) by Tops Markets, LLC, Erie Logistics, LLC, Tops PT, LLC and Tops Gift Card Company, LLC and the other guarantors pursuant to that certain indenture dated as of
the date hereof among the Notes Agent, the Issuers and the guarantors (as amended, restated, supplemented or modified from time to time, the “New Indenture”). 

C. Section 5.3(a) of the Intercreditor Agreement requires the holders of any Refinancing debt in respect of the Note Obligations to bind
themselves in a writing addressed to the ABL Agent and the ABL Claimholders to the terms of the Intercreditor Agreement. 
 D. The
undersigned, as the trustee and collateral agent in respect of the New Notes (the “New Notes Agent”) is executing this Intercreditor Joinder Agreement in accordance with the requirements of Section 5.3(a) of the Intercreditor
Agreement solely in its capacity as trustee and collateral agent under the New Indenture on behalf of the holders of the New Notes (the “New Noteholders” in respect of the New Notes. 







 Accordingly, the ABL Agent and the New Notes Agent agree as follows: 

SECTION 1. In accordance with Section 5.3(a) of the Intercreditor Agreement, the New Notes Agent by its signature below becomes a Notes
Agent under, and the related New Notes Obligations and New Noteholders become subject to and bound by, the Intercreditor Agreement with the same force and effect as if the New Notes Agent had originally been named therein as a Notes Agent, and the
New Notes Agent, on behalf of itself and such New Noteholders, hereby agrees to all the terms and provisions of the Intercreditor Agreement applicable to it as a Notes Agent and to the New Noteholders that it represents as Note Claimholders. Each
reference to a “Notes Agent” in the Intercreditor Agreement shall be deemed to include the New Notes Agent, each reference to “Note Claimholders” in the Intercreditor Agreement shall be deemed to include the New
Notes Agent and the New Noteholders, each reference to “Notes” in the Intercreditor Agreement shall be deemed to include the New Notes, each reference to “Note Obligations” in the Intercreditor Agreement shall be
deemed to include the New Notes Obligations and each reference to the “Indenture” in the Intercreditor Agreement shall be deemed to include the New Indenture. The Intercreditor Agreement is hereby incorporated herein by reference. 

SECTION 2. The New Notes Agent represents and warrants to the ABL Agent and the other ABL Claimholders that (i) it has full power and
authority to enter into this Intercreditor Joinder Agreement, in its capacity as trustee and collateral agent under the New Indenture, (ii) this Intercreditor Joinder Agreement has been duly authorized, executed and delivered by it and
constitutes its legal, valid and binding obligation, enforceable against it in accordance with the terms hereof and (iii) the Note Documents relating to such New Notes Obligations provide that, upon the New Notes Agent’s entry into this
Intercreditor Joinder Agreement, the New Noteholders in respect of such New Notes Obligations will be subject to and bound by the provisions of the Intercreditor Agreement as Note Claimholders. 

SECTION 3. This Intercreditor Joinder Agreement may be executed in counterparts, each of which shall constitute an original, but all of which
when taken together shall constitute a single contract. This Intercreditor Joinder Agreement shall become effective when the ABL Agent shall have received a counterpart of this Intercreditor Joinder Agreement that bears the signature of the New
Notes Agent. Delivery of an executed signature page to this Intercreditor Joinder Agreement by facsimile or other electronic transmission (including in “.pdf” or “.tif” format) shall be effective as delivery of a manually signed
counterpart of this Intercreditor Joinder Agreement. 
 SECTION 4. Except as expressly supplemented hereby, the Intercreditor Agreement
shall remain in full force and effect. 
 SECTION 5. THIS INTERCREDITOR JOINDER AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. 
 SECTION 6. In case any one or more of the provisions contained in this
Intercreditor Joinder Agreement should be held invalid, illegal or unenforceable in any respect, no party hereto shall be required to comply with such provision for so long as such provision is held to be invalid, illegal or unenforceable, but the
validity, legality and enforceability of the remaining provisions contained herein and in the Intercreditor Agreement shall not in any way be affected or impaired. The parties hereto shall endeavor in good-faith negotiations to replace the invalid,
illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions. 







 SECTION 7. All communications and notices hereunder shall be in writing and given as provided in
the Intercreditor Agreement. All communications and notices hereunder to the New Notes Agent shall be given to it at the address set forth below its signature hereto. 

SECTION 8. The Issuers agree to reimburse the ABL Agent for its reasonable out-of-pocket expenses in connection with this Intercreditor
Joinder Agreement, including the reasonable fees, other charges and disbursements of counsel for the ABL Agent, in each case in accordance with the terms and provisions of the ABL Documents. 







 IN WITNESS WHEREOF, the New Notes Agent and the ABL Agent have duly executed this Intercreditor
Joinder Agreement to the Intercreditor Agreement as of the day and year first above written. 
  

			
	U.S. BANK NATIONAL ASSOCIATION, as
trustee and collateral agent for the holders of
the New Notes,
		
	By:		/s/ Beverly A. Freeney
		 	  

			Name: Beverly A. Freeney
			Title: Vice President
	
	Address for notices:
	
	U.S. Bank National Association
			
	
	100 Wall Street, Suite 1600
			
	
	New York, New York 10005
			
	
	Attention for notices:
	
	Global Corporate Trust Administration
			
	
	Telecopy: (212) 509-3384



  
 [Signature Page to
Joinder to Intercreditor Agreement] 









			
	 Acknowledged by:
 BANK OF AMERICA,
N.A.,

	as ABL Agent,
		
	By:		 /s/ Roger Malouf

			 Name: Roger Malouf
 Title:
Director



  
 [Signature Page to
Joinder to Intercreditor Agreement] 








 This Intercreditor Joinder Agreement and the Intercreditor Agreement are hereby acknowledged and agreed to by:

  

			
	TOPS HOLDING LLC,
	as an Issuer
		
	By:		 /s/ Frank Curci

			Name: Frank Curci
			Title: President and Chief Executive Officer
	
	 TOPS MARKETS II CORPORATION,
 as an
Issuer

		
	By:		 /s/ Frank Curci

			Name: Frank Curci
			Title: President and Chief Executive Officer
	
	 TOPS MARKETS, LLC,
 as a
Guarantor

		
	By:		 /s/ Frank Curci

			 Name: Frank Curci
 Title: President and Chief
Executive Officer

	
	ERIE LOGISTICS, LLC,
	as a Guarantor
		
	By:		 /s/ Frank Curci

			Name: Frank Curci
			Title: President and Chief Executive Officer
	
	TOPS PT, LLC, as a Grantor
	By:		Tops Markets, LLC, its Sole Member
		
	By:		 /s/ Frank Curci

			Name: Frank Curci
			Title: President and Chief Executive Officer


  
 [Signature Page to
Joinder to Intercreditor Agreement] 









			
	TOPS GIFT CARD COMPANY, LLC,
	as a Guarantor
		
	By:		 /s/ Frank Curci

			Name: Frank Curci
			Title: President and Chief Executive Officer


  
 [Signature Page to
Joinder to Intercreditor Agreement]