0000930413-07-009557 Sample Contracts

AMENDMENT TO CONFIRMATION
Confirmation Amendment • December 21st, 2007 • Great Atlantic & Pacific Tea Co Inc • Retail-grocery stores • New York

THIS AMENDMENT (this “Amendment”) is made as of December 17, 2007, between Bank of America, N.A. (“Dealer”) and The Great Atlantic & Pacific Tea Company, Inc. (the “Issuer”);

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SECOND SUPPLEMENTAL INDENTURE BETWEEN THE GREAT ATLANTIC & PACIFIC TEA COMPANY, INC. AND WILMINGTON TRUST COMPANY Dated as of December 18, 2007 6.75% CONVERTIBLE SENIOR NOTES DUE 2012
Second Supplemental Indenture • December 21st, 2007 • Great Atlantic & Pacific Tea Co Inc • Retail-grocery stores • New York

SECOND SUPPLEMENTAL INDENTURE, dated as of December 18, 2007 (this “Second Supplemental Indenture”), between THE GREAT ATLANTIC & PACIFIC TEA COMPANY, INC., a Maryland corporation (the “Company”) and WILMINGTON TRUST COMPANY, as Trustee (the “Trustee”), supplementing the Indenture, dated as of December 18, 2007, between the Company and the Trustee (the “Base Indenture”).

AMENDMENT NO. 1 TO SHARE LENDING AGREEMENT
Share Lending Agreement • December 21st, 2007 • Great Atlantic & Pacific Tea Co Inc • Retail-grocery stores

This Amendment No. 1, dated as of December 18, 2007 (the “Amendment”), to the Share Lending Agreement, dated as of December 12, 2007 (the “Agreement”), is entered into between The Great Atlantic & Pacific Tea Company, Inc. (the “Company” or the “Lender”) and Bank of America, N.A. (“Borrower”). Unless the context indicates to the contrary, capitalized terms used and not defined herein shall have the meanings ascribed to them in the Agreement.

AMENDMENT TO CONFIRMATION
Confirmation • December 21st, 2007 • Great Atlantic & Pacific Tea Co Inc • Retail-grocery stores • New York

THIS AMENDMENT (this “Amendment”) is made as of December 17, 2007, between Lehman Brothers OTC Derivatives Inc. (“Dealer”) and The Great Atlantic & Pacific Tea Company, Inc. (the “Issuer”);

AMENDMENT NO. 1 TO SHARE LENDING AGREEMENT
Share Lending Agreement • December 21st, 2007 • Great Atlantic & Pacific Tea Co Inc • Retail-grocery stores

This Amendment No. 1, dated as of December 18, 2007 (the “Amendment”), to the Share Lending Agreement, dated as of December 12, 2007 (the “Agreement”), is entered into between The Great Atlantic & Pacific Tea Company, Inc. (the “Company” or the “Lender”) and Lehman Brothers International (Europe) Limited (“Borrower”), through Lehman Brothers Inc., as agent for Borrower (“Borrowing Agent”). Unless the context indicates to the contrary, capitalized terms used and not defined herein shall have the meanings ascribed to them in the Agreement.

FIRST SUPPLEMENTAL INDENTURE BETWEEN THE GREAT ATLANTIC & PACIFIC TEA COMPANY, INC. AND WILMINGTON TRUST COMPANY Dated as of December 18, 2007 5.125% CONVERTIBLE SENIOR NOTES DUE 2011
Supplemental Indenture • December 21st, 2007 • Great Atlantic & Pacific Tea Co Inc • Retail-grocery stores • New York

FIRST SUPPLEMENTAL INDENTURE, dated as of December 18, 2007 (this “First Supplemental Indenture”), between THE GREAT ATLANTIC & PACIFIC TEA COMPANY, INC., a Maryland corporation (the “Company”) and WILMINGTON TRUST COMPANY, as Trustee (the “Trustee”), supplementing the Indenture, dated as of December 18, 2007, between the Company and the Trustee (the “Base Indenture”).

AMENDMENT TO CONFIRMATION
Confirmation Amendment • December 21st, 2007 • Great Atlantic & Pacific Tea Co Inc • Retail-grocery stores • New York

THIS AMENDMENT (this “Amendment”) is made as of December 17, 2007, between Bank of America, N.A. (“Dealer”) and The Great Atlantic & Pacific Tea Company, Inc. (the “Issuer”);

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