AGREEMENT AND PLAN OF MERGER by and among THE GREAT ATLANTIC & PACIFIC TEA COMPANY, INC. and SAND MERGER CORP. and PATHMARK STORES, INC. Dated as of March 4, 2007Merger Agreement • March 5th, 2007 • Pathmark Stores Inc • Retail-grocery stores • Delaware
THIS AGREEMENT AND PLAN OF MERGER is made and entered into and effective as of March 4, 2007, by and among THE GREAT ATLANTIC & PACIFIC TEA COMPANY, INC., a Maryland corporation (“Parent”), SAND MERGER CORP., a Delaware corporation and a wholly owned Subsidiary of Parent (“Merger Sub”), and PATHMARK STORES, INC., a Delaware corporation (the “Company”). Capitalized terms used in this Agreement and not otherwise defined shall have the meanings given to such terms in Article I.
AMENDED AND RESTATED WARRANT AGREEMENT Dated as of March 4, 2007 among The Great Atlantic & Pacific Tea Company, Inc. and The Investors Identified HereinWarrant Agreement • March 5th, 2007 • Pathmark Stores Inc • Retail-grocery stores • New York
WHEREAS, pursuant to that certain Warrant Agreement, dated as of June 9, 2005 (the “Pathmark Warrant Agreement”), by and among Pathmark, Inc., a Delaware corporation (“Pathmark”), and the Investors, Pathmark issued to the Investors (i) a series of warrants (the “Exchanged Series A Warrants”) to purchase an aggregate of 10,060,000 shares of the common stock, $.01 par value per share, of Pathmark (the “Pathmark Common Stock”) at an exercise price of $8.50 per share and (ii) a series of warrants (the “Exchanged Series B Warrants” and, together with the Exchanged Series A Warrants, the “Exchanged Warrants”) to purchase an aggregate of 15,046,350 shares of Pathmark Common Stock at an exercise price of $15.00 per share.
THE GREAT ATLANTIC & PACIFIC TEA COMPANY, INC. STOCKHOLDER VOTING AGREEMENTStockholder Voting Agreement • March 5th, 2007 • Pathmark Stores Inc • Retail-grocery stores • Delaware
WHEREAS, the Company, The Great Atlantic & Pacific Tea Company, Inc., a Maryland corporation (“Parent”), and Sand Merger Corp., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), have entered into an Agreement and Plan of Merger (the “Merger Agreement”), dated as of the date of this Agreement, pursuant to which, on the Closing Date, Merger Sub will merge with and into the Company (the “Merger”) (capitalized terms not defined herein shall have the meanings assigned to such terms in the Merger Agreement);
PATHMARK STORES, INC.Transaction Bonus Agreement • March 5th, 2007 • Pathmark Stores Inc • Retail-grocery stores • New Jersey
As you know, Pathmark Stores, Inc., a Delaware corporation (the “Company”), proposes to enter into an Agreement and Plan of Merger (the “Merger Agreement”) with The Great Atlantic & Pacific Tea Company, Inc., a Maryland corporation (“Parent”), and Sand Merger Corp., a Delaware corporation and a wholly owned Subsidiary of Parent (“Merger Sub”), pursuant to which, among other things, Merger Sub will merge with and into the Company (the “Merger”) and the Company will become a wholly owned subsidiary of Parent.
PATHMARK STORES, INC. STOCKHOLDER VOTING AGREEMENTStockholder Voting Agreement • March 5th, 2007 • Pathmark Stores Inc • Retail-grocery stores • Delaware
STOCKHOLDER VOTING AGREEMENT, dated as of March 4, 2007 (this “Agreement”), among the stockholders identified on Schedule I (each, a “Stockholder”; collectively, the “Stockholders”) and The Great Atlantic & Pacific Tea Company, Inc., a Maryland corporation (“Parent”).
YUCAIPA STOCKHOLDER AGREEMENT by and amongStockholder Agreement • March 5th, 2007 • Pathmark Stores Inc • Retail-grocery stores • Maryland
YUCAIPA STOCKHOLDER AGREEMENT dated as of March 4, 2007 (this “Agreement”) among THE GREAT ATLANTIC & PACIFIC TEA COMPANY, INC., a Maryland corporation (“Parent”), and each of the stockholders identified on Schedule I hereto (collectively, “Stockholder”).
