Common use of Existing Credit Agreement Amended and Restated Clause in Contracts

Existing Credit Agreement Amended and Restated. On the Effective Date, (a) this Agreement shall amend and restate the Existing Credit Agreement in its entirety but, for the avoidance of doubt, shall not in any respect constitute a novation of the parties’ rights and obligations thereunder, (b) the “Commitments” thereunder (and as defined therein) shall automatically continue as “Revolving Commitments” herein, (c) the rights and obligations of the parties hereto evidenced by the Existing Credit Agreement shall be evidenced by this Agreement and the other Loan Documents, (d) the “Revolving Loans” under (and as defined in) the Existing Credit Agreement shall remain outstanding and be continued as, and converted to, Revolving Loans hereunder (and, in the case of Eurocurrency Loans, with the same Interest Periods or the remaining portions of such Interest Periods, as applicable, established therefor under the Existing Credit Agreement), and shall bear interest and be subject to such other fees as set forth in this Agreement, and (e) the security interests granted under the Collateral Documents shall continue to secure the Secured Obligations. In connection with the foregoing, (x) all such Loans and all participations in Letters of Credit and LC Exposure that are continued hereunder shall immediately upon the effectiveness of this Agreement, to the extent necessary to ensure the Lenders hold such Loans and participations ratably, be reallocated among the Lenders in accordance with their respective Applicable Percentages, as evidenced on Schedule 2.01, (y) each applicable Lender to whom Loans are so reallocated shall make full cash settlement (if applicable) on the Effective Date, through the Administrative Agent, as the Administrative Agent may direct with respect to such reallocation, in the aggregate amount of the Loans so reallocated to each such Lender, and (z) each applicable Lender hereby waives any breakage fees in respect of such reallocation of Eurocurrency Loans on the Effective Date. All interest and fees and expenses, if any, owing or accruing under or in respect of the Existing Credit Agreement to the Effective Date shall be calculated as of the Effective Date (pro-rated in the case of any fractional periods), and shall be paid on the Effective Date.

Existing Credit Agreement Amended and Restated. On the Effective Date, (a) this Agreement shall amend and restate the Existing Credit Agreement in its entirety but, for the avoidance of doubt, shall not in any respect constitute a novation novation, discharge, rescission, extinguishment or substitution of the parties’ rights and obligations thereunder, (b) the respective “Commitments” thereunder (and as defined therein) shall automatically continue as “Revolving Commitments” herein, (c) the rights and obligations of the parties hereto evidenced by the Existing Credit Agreement shall be evidenced by this Agreement and the other Loan Documents, and (d) the “Revolving Loans” under (and as defined in) the Existing Credit Agreement shall remain outstanding and be continued as, and converted to, Revolving Loans hereunder (and, and in the case of Revolving Loans that are Eurocurrency Loans, with the same Interest Periods or the remaining portions of such Interest Periods, as applicable, established therefor under the Existing Credit Agreement), and shall bear interest and be subject to such other fees as set forth in this Agreement, and (e) the security interests granted under the Collateral Documents shall continue to secure the Secured Obligations. In connection with the foregoing, (x) all such Loans and all participations in Letters of Credit and LC Exposure that are continued hereunder shall immediately upon the effectiveness of this Agreement, to the extent necessary to ensure the Lenders hold such Loans and participations ratably, be reallocated among the Lenders in accordance with their respective Applicable Percentages, as evidenced on Schedule 2.012.1, (y) each applicable Lender to whom Loans are so reallocated shall make full cash settlement (if applicable) on the Effective Date, through the Administrative Agent, as the Administrative Agent may direct with respect to such reallocation, in the aggregate amount of the Loans so reallocated to each such Lender, and (z) each applicable Lender hereby waives any breakage fees in respect of such reallocation of Eurocurrency Loans on the Effective Date. All interest and fees and expenses, if any, owing or accruing under or in respect of the Existing Credit Agreement to the Effective Date shall be calculated as of the Effective Date (pro-rated in the case of any fractional periods), and shall be paid on the Effective Date.

Existing Credit Agreement Amended and Restated. On the Effective Date, (a) this Agreement shall amend and restate the Existing Credit Agreement in its entirety but, for the avoidance of doubt, shall not in any respect constitute a novation of the parties’ rights and obligations thereunder, (b) the “Commitments” thereunder (and as defined therein) shall automatically continue as “Revolving Commitments” herein, (c) the rights and obligations of the parties hereto evidenced by the Existing Credit Agreement shall be evidenced by this Agreement and the other Loan Documents, (d) the “Revolving Loans” and “Term Loans” under (and as defined in) the Existing Credit Agreement shall remain outstanding and be continued as, and converted to, Revolving Loans hereunder (and, in the case of Eurocurrency Eurodollar Loans, with the same Interest Periods or the remaining portions of such Interest Periods, as applicable, established therefor under the Existing Credit Agreement), and shall bear interest and be subject to such other fees as set forth in this Agreement, and (e) the security interests granted under the Collateral Documents shall continue to secure the Secured Obligations. In connection with the foregoing, (x) all such Loans and all participations in Letters of Credit and LC Exposure that are continued hereunder shall immediately upon the effectiveness of this Agreement, to the extent necessary to ensure the Lenders hold such Loans and participations ratably, be reallocated among the Lenders in accordance with their respective Applicable Percentages, as evidenced on Schedule 2.01, (y) each applicable Lender to whom Loans are so reallocated shall make full cash settlement (if applicable) on the Effective Date, through the Administrative Agent, as the Administrative Agent may direct with respect to such reallocation, in the aggregate amount of the Loans so reallocated to each such Lender, and (z) each applicable Lender hereby waives any breakage fees in respect of such reallocation of Eurocurrency Eurodollar Loans on o the Effective Date. All interest and fees and expenses, if any, owing or accruing under or in respect of the Existing Credit Agreement to the Effective Date shall be calculated as of the Effective Date (pro-rated in the case of any fractional periods), and shall be paid on the Effective Date.. 107 gsdocs.8556767.13

Existing Credit Agreement Amended and Restated. On Upon satisfaction of the Effective Dateconditions precedent to this Agreement in Section 4.01, (a) this Agreement shall amend and restate the Existing Credit Agreement in its entirety but, for the avoidance of doubt, shall not in any respect constitute a novation of the parties’ rights and obligations thereunderentirety, (b) the “Commitments” thereunder (and as defined therein) shall automatically continue as “Revolving Commitments” herein, (c) the rights and obligations of the parties hereto evidenced by under the Existing Credit Agreement shall be evidenced subsumed within and be governed by this Agreement; provided, however, that each of the Borrowers, each Agent, each Lender and each Issuing Bank hereby agrees that (i) each of the "Loans" (as such term is defined in the Existing Credit Agreement) outstanding under the Existing Credit Agreement and on the other Loan DocumentsRestatement Effective Date shall, for purposes of this Agreement, be included as Loans hereunder; (ii) each "Letter of Credit" (as defined in the Existing Credit Agreement) outstanding under the Existing Credit Agreement on the Restatement Effective Date shall be a Letter of Credit hereunder, (diii) all Obligations of the “Revolving Loans” Borrowers under (and as defined in) the Existing Credit Agreement shall remain outstanding and be continued asoutstanding, shall constitute continuing Obligations secured by the Collateral, and converted to, Revolving Loans hereunder (and, this Agreement shall not be deemed to evidence or result in the case of Eurocurrency Loans, with the same Interest Periods a novation or the remaining portions repayment and reborrowing of such Interest Periods, as applicable, established therefor under the Existing Credit Agreement), and shall bear interest and be subject to such other fees as set forth in this AgreementObligations, and (e) the security interests granted under the Collateral Documents shall continue to secure the Secured Obligations. In connection with the foregoing, (xiv) all such Loans and all participations in Letters of Credit and LC Exposure that are continued hereunder shall immediately upon the effectiveness of this Agreement, references to the extent necessary to ensure the Lenders hold such Loans and participations ratably, be reallocated among the Lenders in accordance with their respective Applicable Percentages, as evidenced on Schedule 2.01, (y) each applicable Lender to whom Loans are so reallocated shall make full cash settlement (if applicable) on the Effective Date, through the Administrative Agent, as the Administrative Agent may direct with respect to such reallocation, in the aggregate amount of the Loans so reallocated to each such Lender, and (z) each applicable Lender hereby waives any breakage fees in respect of such reallocation of Eurocurrency Loans on the Effective Date. All interest and fees and expenses, if any, owing or accruing under or in respect of the Existing Credit Agreement to the Effective Date in any 134 Loan Document or other document or instrument delivered in connection therewith shall be calculated as of deemed to refer to this Agreement and the Effective Date (proprovisions hereof. THE GREAT ATLANTIC & PACIFIC TEA COMPANY, INC., AS A BORROWER By: /s/Wxxxxxx Xxxx ---------------------------------- Name: Wxxxxxx Xxxx Title: Vice President and Treasurer EACH OF THE BORROWERS LISTED ON ANNEX A HERETO By: /s/Wxxxxxx Xxxx --------------------------------- Name: Wxxxxxx Xxxx Title: Vice President EACH OF THE BORROWERS LISTED ON ANNEX B HERETO By: /s/Wxxxxxx Xxxx ----------------------------- Name: Wxxxxxx Xxxx Title: Senior Vice President [Credit Agreement] ANNEX A APW SUPERMARKETS, INC. COMPASS FOODS, INC. FOOD BASICS, INC. HOPELAWN PROPERTY I, INC. MXXXXX AVENUE PLAZA CORP. SHOPWELL, INC. SUPER FRESH FOOD MARKETS, INC. SUPER FRESH/SAV-rated in the case of any fractional periods)A-CENTER, and shall be paid on the Effective DateINC. SUPER MARKET SERVICE CORP. SUPER PLUS FOOD WAREHOUSE, INC. TXXXXXXXX FOODS OF CONN., INC. WXXXXXXX, INC. [Credit Agreement] ANNEX B PATHMARK STORES, INC. AAL REALTY CORP. MACDADE BOULEVARD STUART, LLC BERGEN STREET PATHMARK, INC. BRIDGE STUART INC. EAST BRUNSWICK STUART INC. LANCASTER PXXX XXXXXX, LLC PLAINBRIDGE LLC UPPER DXXXX XXXXXX, LLC [Credit Agreement]

Existing Credit Agreement Amended and Restated. On Upon satisfaction of the Effective Dateconditions precedent to this Agreement in Section 4.01, (a) this Agreement shall amend and restate the Existing Credit Agreement in its entirety but, for the avoidance of doubt, shall not in any respect constitute a novation of the parties’ rights and obligations thereunderentirety, (b) the “Commitments” thereunder (and as defined therein) shall automatically continue as “Revolving Commitments” herein, (c) the rights and obligations of the parties hereto evidenced by under the Existing Credit Agreement shall be evidenced subsumed within and be governed by this Agreement; provided, however, that each of the Borrowers, each Agent, each Lender and each Issuing Bank hereby agrees that (i) each of the “Loans” (as such term is defined in the Existing Credit Agreement) outstanding under the Existing Credit Agreement and on the other Loan DocumentsRestatement Effective Date shall, for purposes of this Agreement, be included as Loans hereunder; (ii) each “Letter of Credit” (as defined in the Existing Credit Agreement) outstanding under the Existing Credit Agreement on the Restatement Effective Date shall be a Letter of Credit hereunder, (diii) all Obligations of the “Revolving Loans” Borrowers under (and as defined in) the Existing Credit Agreement shall remain outstanding and be continued asoutstanding, shall constitute continuing Obligations secured by the Collateral, and converted to, Revolving Loans hereunder (and, this Agreement shall not be deemed to evidence or result in the case of Eurocurrency Loans, with the same Interest Periods a novation or the remaining portions repayment and reborrowing of such Interest Periods, as applicable, established therefor under the Existing Credit Agreement), and shall bear interest and be subject to such other fees as set forth in this AgreementObligations, and (e) the security interests granted under the Collateral Documents shall continue to secure the Secured Obligations. In connection with the foregoing, (xiv) all such Loans and all participations in Letters of Credit and LC Exposure that are continued hereunder shall immediately upon the effectiveness of this Agreement, references to the extent necessary to ensure the Lenders hold such Loans and participations ratably, be reallocated among the Lenders in accordance with their respective Applicable Percentages, as evidenced on Schedule 2.01, (y) each applicable Lender to whom Loans are so reallocated shall make full cash settlement (if applicable) on the Effective Date, through the Administrative Agent, as the Administrative Agent may direct with respect to such reallocation, in the aggregate amount of the Loans so reallocated to each such Lender, and (z) each applicable Lender hereby waives any breakage fees in respect of such reallocation of Eurocurrency Loans on the Effective Date. All interest and fees and expenses, if any, owing or accruing under or in respect of the Existing Credit Agreement to the Effective Date in any 134 Loan Document or other document or instrument delivered in connection therewith shall be calculated deemed to refer to this Agreement and the provisions hereof. [SIGNATURE PAGES FOLLOW] 135 THE GREAT ATLANTIC & PACIFIC TEA COMPANY, INC., as of the Effective Date (proa Borrower By: Name: Wxxxxxx Xxxx Title: Vice President and Treasurer EACH OF THE BORROWERS LISTED ON ANNEX A HERETO By: Name: Wxxxxxx Xxxx Title: Vice President EACH OF THE BORROWERS LISTED ON ANNEX B HERETO By: Name: Wxxxxxx Xxxx Title: Senior Vice President Annex A APW SUPERMARKETS, INC. COMPASS FOODS, INC. FOOD BASICS, INC. HOPELAWN PROPERTY I, INC. MXXXXX AVENUE PLAZA CORP. SHOPWELL, INC. SUPER FRESH FOOD MARKETS, INC. SUPER FRESH/SAV-rated in the case of any fractional periods)A-CENTER, and shall be paid on the Effective DateINC. SUPER MARKET SERVICE CORP. SUPER PLUS FOOD WAREHOUSE, INC. TXXXXXXXX FOODS OF CONN., INC. WXXXXXXX, INC. [Credit Agreement] ANNEX B PATHMARK STORES, INC. AAL REALTY CORP. MACDADE BOULEVARD STUART, LLC BERGEN STREET PATHMARK, INC. BRIDGE STUART INC. EAST BRUNSWICK STUART INC. LANCASTER PXXX XXXXXX, LLC PLAINBRIDGE LLC UPPER DXXXX XXXXXX, LLC [Credit Agreement]

Existing Credit Agreement Amended and Restated. (a) On the Effective Date, (a) this Agreement shall amend and restate the Existing Credit Agreement in its entirety but, for the avoidance of doubt, shall not in any respect constitute a novation of the parties’ rights and obligations thereunder, (b) the “Commitments” thereunder (and as defined therein) shall automatically continue as “Revolving Commitments” herein, (c) the rights and obligations of the parties hereto evidenced by under the Existing Credit Agreement shall be evidenced subsumed within, and be governed by, this Agreement; provided, however, that the Borrower hereby agrees that (i) the Letter of Credit Outstandings under, and as defined in, the Existing Credit Agreement on the Effective Date shall be Letter of Credit Outstandings hereunder, and (ii) all Obligations of the Loan Parties under, and as defined in, the Existing Credit Agreement (as amended and restated by this Agreement) shall remain outstanding, shall constitute continuing Obligations secured by the Collateral, and this Agreement shall not be deemed to evidence or result in a novation or repayment and reborrowing of such obligations and other liabilities. Each Loan Party party to the Facility Guaranty and/or the Security Documents acknowledges and agrees that (i) the Obligations shall include the Obligations of the Borrower under this Agreement after giving effect to the Effective Date, and (ii) the Liens as granted under the applicable Security Documents securing payment of such Obligations are in all respects continuing and in full force and effect pursuant to the terms therein and are reaffirmed hereby. Each Loan Party is absolutely and unconditionally indebted under the Existing Credit Agreement and the other Loan Documents, Documents (din each case as amended and restated by this Agreement) the “Revolving Loans” under and that all Obligations (as defined therein and as defined inamended and restated in this Agreement) constitute Obligations hereunder pursuant to the terms herein, and none of them have any offsets, defenses, or counterclaims under the Existing Credit Agreement shall remain outstanding and be continued asor the other Loan Documents immediately prior to the Effective Date, and converted to, Revolving Loans hereunder (and, in to the case extent that any such offsets, defenses or counterclaims exist or may have existed immediately prior to the Effective Date, the each Loan Party hereby WAIVES and RELEASES the same. The Agents represent and warrant to each Loan Party that the Agents have no knowledge of Eurocurrency Loans, with the same Interest Periods any Default or the remaining portions Event of such Interest Periods, as applicable, established therefor Default under the Existing Credit Agreement). Each Lender represents and warrants to each Loan Party that such Lender has, and shall bear interest and be subject by either an assignment by such Lender to one or more other Lenders or by the receipt by such Lender of an assignment from one or more other Lenders, the Commitment attributable to such other fees Lender as set forth in this Agreement, and (e) the security interests granted under the Collateral Documents shall continue to secure the Secured Obligations. In connection with the foregoing, (x) all such Loans and all participations in Letters of Credit and LC Exposure that are continued hereunder shall immediately upon the effectiveness of this Agreement, to the extent necessary to ensure the Lenders hold such Loans and participations ratably, be reallocated among the Lenders in accordance with their respective Applicable Percentages, as evidenced on Schedule 2.01, (y) each applicable Lender to whom Loans are so reallocated shall make full cash settlement (if applicable) on the Effective Date, through the Administrative Agent, as the Administrative Agent may direct with respect to such reallocation, in the aggregate amount of the Loans so reallocated to each such Lender, and (z) each applicable Lender hereby waives any breakage fees in respect of such reallocation of Eurocurrency Loans on the Effective Date. All interest and fees and expenses, if any, owing or accruing under or in respect of the Existing Credit Agreement to the Effective Date shall be calculated as of the Effective Date (pro-rated in the case of any fractional periods), and shall be paid on the Effective Date1.1.