FORM OF INDEMNIFICATION AGREEMENTForm of Indemnification Agreement • August 5th, 2009 • Great Atlantic & Pacific Tea Co Inc • Retail-grocery stores • Maryland
This Indemnification Agreement, made and entered into as of the 4th day of August, 2009 (“Agreement”), by and between The Great Atlantic & Pacific Tea Company, Inc., a Maryland corporation (“Company”), and [ ] (“Indemnitee”):
AMENDED AND RESTATED TENGELMANN STOCKHOLDER AGREEMENT by and among THE GREAT ATLANTIC & PACIFIC TEA COMPANY, INC. and TENGELMANN WARENHANDELSGESELLSCHAFT KG Dated as of August 4, 2009Tengelmann Stockholder Agreement • August 5th, 2009 • Great Atlantic & Pacific Tea Co Inc • Retail-grocery stores • New York
AMENDED AND RESTATED TENGELMANN STOCKHOLDER AGREEMENT dated as of August 4, 2009 (this “Agreement”), among THE GREAT ATLANTIC & PACIFIC TEA COMPANY, INC., a Maryland corporation (the “Company”) and TENGELMANN WARENHANDELSGESELLSCHAFT KG, a limited partnership organized under the laws of Germany (“Tengelmann”).
INTERCREDITOR AGREEMENTIntercreditor Agreement • August 5th, 2009 • Great Atlantic & Pacific Tea Co Inc • Retail-grocery stores • New York
THIS INTERCREDITOR AGREEMENT (this “Intercreditor Agreement”), dated as of August 4, 2009, is by and between (i) BANK OF AMERICA, N.A., as collateral agent (in such capacity, together with its successors, the “Revolving Credit Agent”), for the lenders from time to time party to the Revolving Credit Agreement (as hereinafter defined) (such lenders collectively, with the Revolving Credit Agent, the “Revolving Lenders”) and the other Revolving Secured Parties (as hereafter defined), and (ii) Wilmington Trust Company, as Note Collateral Agent (in such capacity, together with its successors, the “Note Collateral Agent”), under an Indenture dated as of August 4, 2009 with respect to the Secured HY Notes (as such term is defined below) issued by the Company in the face amount of $225,000,000. The Revolving Lenders and the Secured HY Note Holders (defined below) are sometimes individually referred to herein as a “Lender” and collectively as the “Lenders”, and the Revolving Credit Agent and Not
SECURITY AGREEMENT Dated as of August 4, 2009 among THE GREAT ATLANTIC & PACIFIC TEA COMPANY, INC., THE SUBSIDIARIES FROM TIME TO TIME PARTY HERETO and Wilmington Trust Company, as Collateral AgentSecurity Agreement • August 5th, 2009 • Great Atlantic & Pacific Tea Co Inc • Retail-grocery stores • New York
ACCESSION AGREEMENT dated as of [Date] (as amended, modified or supplemented from time to time, this “Agreement”) among [New Grantor Name], [New Grantor Description] ( the “New Grantor”), and Wilmington Trust Company, as collateral agent (together with any successor or successors in such capacity, the “Collateral Agent”) for the benefit of Wilmington Trust Company, as trustee (together with any successor or successors in such capacity, the “Trustee”) and the Holders (as defined in the Security Agreement).
REGISTRATION RIGHTS AGREEMENT by and among The Great Atlantic & Pacific Tea Company, Inc., the Guarantors Named Herein and Banc of America Securities LLC Dated as of August 4, 2009Registration Rights Agreement • August 5th, 2009 • Great Atlantic & Pacific Tea Co Inc • Retail-grocery stores • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of August 4, 2009, by and among The Great Atlantic & Pacific Tea Company, Inc., a Maryland corporation (the “Company”), the guarantors listed on Schedule A hereto (collectively, the “Guarantors”), and Banc of America Securities LLC (the “Initial Purchaser”), who has agreed to purchase the Company’s 113/8% Senior Secured Notes due 2015 (the “Notes”) fully and unconditionally guaranteed by the Guarantors (the “Guarantees”) pursuant to the Purchase Agreement (as defined below). The Notes and the Guarantees attached thereto are herein collectively referred to as the “Securities.”
AMENDED AND RESTATED YUCAIPA STOCKHOLDER AGREEMENT by and among THE GREAT ATLANTIC & PACIFIC TEA COMPANY, INC., STOCKHOLDERS, and YUCAIPA AMERICAN ALLIANCE FUND II, LLC, AS STOCKHOLDER REPRESENTATIVE Dated as of August 4, 2009Yucaipa Stockholder Agreement • August 5th, 2009 • Great Atlantic & Pacific Tea Co Inc • Retail-grocery stores • Maryland
AMENDED AND RESTATED YUCAIPA STOCKHOLDER AGREEMENT dated as of August 4, 2009 (this “Agreement”), among THE GREAT ATLANTIC & PACIFIC TEA COMPANY, INC., a Maryland corporation (the “Company”), YUCAIPA CORPORATE INITIATIVES FUND I, LP, YUCAIPA AMERICAN ALLIANCE FUND I, LP, YUCAIPA AMERICAN ALLIANCE (PARALLEL) FUND I, LP, YUCAIPA AMERICAN ALLIANCE FUND II, LP, and YUCAIPA AMERICAN ALLIANCE (PARALLEL) FUND II, LP (collectively, “Stockholder”) and YUCAIPA AMERICAN ALLIANCE FUND II, LLC, as the representative of Stockholder (the “Stockholder Representative”) (which is a party to this Agreement solely with respect to Section 2.06 hereof).
