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

Existing Credit Agreement Amended and Restated. Upon satisfaction of the conditions precedent to this Agreement in Section 4.01, (a) this Agreement shall amend and restate the Existing Credit Agreement in its entirety, (b) the rights and obligations of the parties under the Existing Credit Agreement shall be 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 on the Restatement 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, (iii) all Obligations of the Borrowers under the Existing Credit 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 (iv) all references to the Existing Credit Agreement in any 134 Loan Document or other document or instrument delivered in connection therewith shall be deemed to refer to this Agreement and the provisions hereof. [SIGNATURE PAGES FOLLOW] 135 THE GREAT ATLANTIC & PACIFIC TEA COMPANY, INC., as a 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-A-CENTER, INC. 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. Upon satisfaction of the conditions precedent to this Agreement in Section 4.01, (a) On the Closing Date, this Agreement shall amend and restate the Existing Credit Agreement in its entiretyentirety but, (b) for the avoidance of doubt, shall not constitute a novation of the parties’ rights and obligations thereunder. On the Closing Date, the rights and obligations of the parties under hereto evidenced by the Existing Credit Agreement shall be subsumed within and be governed evidenced by this Agreement; providedAgreement and the other Loan Documents, 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) Agreement shall remain outstanding under and be continued as, and converted to, Loans as defined herein and the Existing Letters of Credit Agreement on issued by the Restatement Effective Date shall, for purposes of this Agreement, be included as Loans hereunder; (ii) each “Letter of Credit” Fronting Bank (as defined in the Existing Credit Agreement) outstanding under for the Existing Credit Agreement on account of the Restatement Effective Borrower prior to the Closing Date shall be a Letter of Credit hereunder, (iii) all Obligations of the Borrowers under the Existing Credit Agreement remain issued and outstanding and 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 be Letters of such ObligationsCredit under this Agreement, and (iv) all references shall bear interest and be subject to such other fees as set forth in this Agreement; provided, however, for the avoidance of doubt, any lender party to the Existing Credit Agreement in any 134 Loan Document or other document or instrument delivered in connection therewith shall be deemed to refer that is not a Bank hereunder has no Commitment hereunder and is not a party to this Agreement and its Commitment under (and as defined in) the provisions hereofExisting Credit Agreement will be terminated. [SIGNATURE PAGES FOLLOW] 135 THE GREAT ATLANTIC & PACIFIC TEA COMPANYAll interest and fees and expenses, INC.if any, owing or accruing under or in respect of the Existing Credit Agreement through the Closing Date (including any Eurodollar Breakage Costs, as a Borrower By: Name: Wxxxxxx Xxxx Title: Vice President defined therein) shall be calculated as of the Closing Date (pro-rated in the case of any fractional periods), 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-A-CENTER, INC. SUPER MARKET SERVICE CORP. SUPER PLUS FOOD WAREHOUSE, INC. TXXXXXXXX FOODS OF CONNshall be paid on the Closing Date)., 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. Upon satisfaction of On the conditions precedent to this Agreement in Section 4.01Effective Date, (ai) this Agreement shall amend and restate the Existing Credit Agreement in its entiretyentirety but, for the avoidance of doubt, this Agreement shall not constitute a novation of the parties’ rights and obligations thereunder, (bii) the commitments of the lenders under the Existing Credit Agreement 131 69635641 who elect not to become Lenders under this Agreement shall be terminated and (iii) the Commitment of each of the lenders under the Existing Credit Agreement who elect to become Lenders under this Agreement shall be as set forth in Schedule 2.01 (and the outstanding amount of the Committed Loans (as defined in and under the Existing Credit Agreement, without giving effect to any Borrowings of Loans under this Agreement on the Effective Date, but after giving effect to any repayment or reduction thereof with the proceeds of any applicable sources) shall be reallocated in accordance with such Commitments. On the Effective Date, the rights and obligations of the parties under hereto evidenced by the Existing Credit Agreement shall be subsumed within and be governed evidenced by this Agreement; providedAgreement and the other Loan Documents, 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 on the Restatement 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, (iii) all Obligations of the Borrowers under the Existing Credit Agreement shall remain outstanding, shall constitute continuing Obligations secured by the Collateraloutstanding and be continued as, and this Agreement shall not be deemed to evidence or result in a novation or repayment converted to, Loans as defined herein and reborrowing of such Obligations, and (iv) all references to the Existing Letters of Credit Agreement in any 134 Loan Document or other document or instrument delivered in connection therewith shall remain issued and outstanding and shall be deemed to refer be Letters of Credit under this Agreement, and shall bear interest and be subject to such other fees as set forth in this Agreement and the provisions hereof. [SIGNATURE PAGES FOLLOW] 135 THE GREAT ATLANTIC & PACIFIC TEA COMPANY, INCAgreement., as a 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-A-CENTER, INC. 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. Upon satisfaction of the conditions precedent to this Agreement in Section 4.01, (a) . (a) On the Closing Date, this Agreement shall amend and restate the Existing Credit Agreement in its entiretyentirety but, (b) for the avoidance of doubt, shall not constitute a novation of the parties’ rights and obligations thereunder. On the Closing Date, the rights and obligations of the parties under hereto evidenced by the Existing Credit Agreement shall be subsumed within and be governed evidenced by this Agreement; providedAgreement and the other Loan Documents, 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) Agreement shall remain outstanding under and be continued as, and converted to, Loans as defined herein and the Existing Letters of Credit Agreement on issued by the Restatement Effective Date shall, for purposes of this Agreement, be included as Loans hereunder; (ii) each “Letter of Credit” Fronting Bank (as defined in the Existing Credit Agreement) outstanding under for the Existing Credit Agreement on account of the Restatement Effective Borrower prior to the Closing Date shall be a Letter of Credit hereunder, (iii) all Obligations of the Borrowers under the Existing Credit Agreement remain issued and outstanding and 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 be Letters of such ObligationsCredit under this Agreement, and (iv) all references shall bear interest and be subject to such other fees as set forth in this Agreement; provided, however, for the avoidance of doubt, any lender party to the Existing Credit Agreement in any 134 Loan Document or other document or instrument delivered in connection therewith shall be deemed to refer that is not a Bank hereunder has no Commitment hereunder and is not a party to this Agreement and its Commitment under (and as defined in) the provisions hereofExisting Credit Agreement will be terminated. [SIGNATURE PAGES FOLLOW] 135 THE GREAT ATLANTIC & PACIFIC TEA COMPANYAll interest and fees and expenses, INC.if any, owing or accruing under or in respect of the Existing Credit Agreement through the Closing Date (including any Eurocurrency Breakage Costs, as a Borrower By: Name: Wxxxxxx Xxxx Title: Vice President defined therein) shall be calculated as of the Closing Date (pro-rated in the case of any fractional periods), 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-A-CENTER, INC. SUPER MARKET SERVICE CORP. SUPER PLUS FOOD WAREHOUSE, INC. TXXXXXXXX FOODS OF CONNshall be paid on the Closing Date)., 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. Upon satisfaction of On the conditions precedent to this Agreement in Section 4.01Effective Date, (a) this Agreement shall amend and restate the Existing Credit Agreement in its entiretyentirety but, for the avoidance of doubt, shall not constitute a 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 “Commitments” herein, (c) the rights and obligations of the parties under hereto evidenced by the Existing Credit Agreement shall be subsumed within and be governed evidenced by this Agreement; providedAgreement and the other Loan Documents, however, that each of the Borrowers, each Agent, each Lender and each Issuing Bank hereby agrees that (id) each of the “Revolving Loans” under (as such term is defined in the Existing Credit Agreement) outstanding under the Existing Credit Agreement on the Restatement Effective Date shall, for purposes of this Agreement, be included as Loans hereunder; (ii) each “Letter of Credit” (and as defined in the Existing Credit Agreementin) outstanding under the Existing Credit Agreement on the Restatement Effective Date shall be a Letter of Credit hereunder, (iii) all Obligations of the Borrowers under the Existing Credit Agreement shall remain outstanding, shall constitute continuing Obligations secured by the Collateraloutstanding and be continued as, and this Agreement shall not be deemed to evidence converted to, Revolving Loans hereunder (and in the case of Revolving Loans that are Eurocurrency Loans, with the same Interest Periods or result in a novation or repayment and reborrowing the remaining portions of such ObligationsInterest 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. 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 2.1, (y) each applicable Lender to whom Loans are so reallocated shall make full cash settlement 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 (ivz) all references to 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 in any 134 Loan Document or other document or instrument delivered in connection therewith to the Effective Date shall be deemed to refer to this Agreement calculated as of the Effective Date (pro-rated in the case of any fractional periods), and shall be paid on the provisions hereof. [SIGNATURE PAGES FOLLOW] 135 THE GREAT ATLANTIC & PACIFIC TEA COMPANY, INCEffective Date., as a 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-A-CENTER, INC. 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. Upon satisfaction As of the conditions precedent date hereof, the terms, conditions, agreements, covenants, representations and warranties set forth in the Existing Credit Agreement are hereby amended and restated in their entirety, and replaced and superseded by the terms, conditions, agreements, covenants, representations and warranties set forth in this Agreement, except that nothing herein or in the other Loan Documents shall impair or adversely affect the continuation of the liability of the Borrowers for the Obligations heretofore incurred pursuant to this Existing Credit Agreement and the other Loan Documents or the continuing existence of the Liens provided for in Section 4.01the Loan Documents. The amendment and restatement contained herein shall not, in any manner, be construed to constitute payment of, or impair, limit, cancel or extinguish, or constitute a novation in respect of, the indebtedness, obligations and liabilities of the Borrowers evidenced by or arising under the Existing Credit Agreement or the other Loan Documents. On or substantially contemporaneously with the Closing Date, (a) this Agreement the resignation of Bank of America, N.A., as Agent, shall amend be effective and restate the Existing Credit Agreement in its entiretyXxxxx Fargo Retail Finance, LLC shall replace Bank of America, N.A. as Agent, and (b) the rights and obligations of the parties under the Existing Credit Agreement shall be subsumed within and be governed by this Agreement; provided, however, that each of the Borrowersthat, 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 on the Restatement Effective Closing Date shall, for purposes of this Agreement, be included as Loans hereunder; (ii) hereunder and each of the “Letter Letters of Credit” (as defined in the Existing Credit Agreement) outstanding under the Existing Credit Agreement on the Restatement Effective Closing Date shall be a Letter included as Letters of Credit hereunder, (iii) all Obligations of the Borrowers under the Existing Credit 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 (iv) all references to the Existing Credit Agreement in any 134 Loan Document or other document or instrument delivered in connection therewith shall be deemed to refer to this Agreement and the provisions hereof. [SIGNATURE PAGES FOLLOW] 135 THE GREAT ATLANTIC & PACIFIC TEA COMPANY, INC., as a 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-A-CENTER, INC. 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. Upon satisfaction of On the conditions precedent to this Agreement in Section 4.01Effective Date, (ai) this Agreement shall amend and restate the Existing Credit Agreement in its entiretyentirety but, for the avoidance of doubt, this Agreement shall not constitute a novation of the parties’ rights and obligations thereunder, (bii) the commitments of the lenders under the Existing Credit Agreement who elect not to become Lenders under this Agreement shall be terminated and (iii) the Commitment of each of the lenders under the Existing Credit Agreement who elect to become Lenders under this Agreement shall be as set forth in Schedule 2.01 (and the outstanding amount of the Committed Loans (as defined in and under the Existing Credit Agreement, without giving effect to any Borrowings of Loans under this Agreement on the Effective Date, but after giving effect to any repayment or reduction thereof with the proceeds of any applicable sources) shall be reallocated in accordance with such Commitments. On the Effective Date, the rights and obligations of the parties under hereto evidenced by the Existing Credit Agreement shall be subsumed within and be governed evidenced by this Agreement; providedAgreement and the other Loan Documents, 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 on the Restatement 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, (iii) all Obligations of the Borrowers under the Existing Credit Agreement shall remain outstanding, shall constitute continuing Obligations secured by the Collateraloutstanding and be continued as, and this Agreement shall not be deemed to evidence or result in a novation or repayment converted to, Loans as defined herein and reborrowing of such Obligations, and (iv) all references to the Existing Letters of Credit Agreement in any 134 Loan Document or other document or instrument delivered in connection therewith shall remain issued and outstanding and shall be deemed to refer be Letters of Credit under this Agreement, and shall bear interest and be subject to such other fees as set forth in this Agreement and the provisions hereof. [SIGNATURE PAGES FOLLOW] 135 THE GREAT ATLANTIC & PACIFIC TEA COMPANY, INCAgreement., as a 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-A-CENTER, INC. 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. Upon satisfaction of On the conditions precedent to this Agreement in Section 4.01Effective Date, (a) this Agreement shall amend and restate the Existing Credit Agreement in its entiretyentirety but, for the avoidance of doubt, shall not constitute a novation of the parties’ rights and obligations thereunder, (b) the “Commitments” thereunder (and as defined therein) shall automatically continue as “Commitments” herein, (c) the rights and obligations of the parties under hereto evidenced by the Existing Credit Agreement shall be subsumed within and be governed evidenced by this Agreement; providedAgreement and the other Loan Documents, however, that each of the Borrowers, each Agent, each Lender and each Issuing Bank hereby agrees that (id) each of the “Revolving Loans” and “Term Loans” under (as such term is defined in the Existing Credit Agreement) outstanding under the Existing Credit Agreement on the Restatement Effective Date shall, for purposes of this Agreement, be included as Loans hereunder; (ii) each “Letter of Credit” (and as defined in the Existing Credit Agreementin) outstanding under the Existing Credit Agreement on the Restatement Effective Date shall be a Letter of Credit hereunder, (iii) all Obligations of the Borrowers under the Existing Credit Agreement shall remain outstanding, shall constitute continuing Obligations secured by the Collateraloutstanding and be continued as, and this Agreement shall not be deemed to evidence converted to, Revolving Loans hereunder (and, in the case of Eurodollar Loans, with the same Interest Periods or result in a novation or repayment and reborrowing the remaining portions of such ObligationsInterest 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 (ive) the security interests granted under the Collateral Documents shall continue to secure the Secured Obligations. In connection with the foregoing, (x) all references 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 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 Eurodollar Loans o the Effective Date. All interest and fees and expenses, if any, owing or accruing under or in respect of the Existing Credit Agreement in any 134 Loan Document or other document or instrument delivered in connection therewith to the Effective Date shall be deemed to refer to this Agreement calculated as of the Effective Date (pro-rated in the case of any fractional periods), and shall be paid on the provisions hereofEffective Date. [SIGNATURE PAGES FOLLOW] 135 THE GREAT ATLANTIC & PACIFIC TEA COMPANY, INC., as a 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-A-CENTER, INC. 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]107 gsdocs.8556767.13

Existing Credit Agreement Amended and Restated. Upon satisfaction of the conditions precedent to this Agreement in Section 4.01, (a) this This Agreement shall amend and restate the Existing Credit Agreement in its entirety. On the Effective Date, (b) the rights and obligations of the parties under the Existing Credit Agreement shall be 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 on the Restatement Effective Date shall, for purposes of this Agreement, be included as Loans hereunder; (ii) hereunder and each “Letter of Credit” (as defined in the Existing Letters of Credit Agreement) outstanding under the Existing Credit Agreement on the Restatement Effective Date shall be a Letter Letters of Credit hereunder. Upon the Effective Date, (iiia) all Obligations each Lender who holds Loans in an aggregate amount less than its Commitment Percentage (after giving effect to the amendment and restatement of the Borrowers under the Existing Credit 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 (iv) all references to the Existing Credit Agreement in any 134 Loan Document or other document or instrument delivered in connection therewith the form of this Agreement) of all Loans shall advance new Loans which shall be deemed disbursed to refer the Agent and used to repay Loans outstanding to each Lender who holds Loans in an aggregate amount greater than its Commitment Percentage of all Loans, (b) each Lender’s participation in each Letter of Credit shall be automatically adjusted to equal its Commitment Percentage (after giving effect to the amendment and restatement of the Existing Credit Agreement in the form of this Agreement), and (c) such other adjustments shall be made as the Agent shall specify so that each Lender’s Credit Extension equals its Commitment Percentage (after giving effect to the amendment and restatement of the Existing Credit Agreement and in the provisions hereof. [SIGNATURE PAGES FOLLOW] 135 THE GREAT ATLANTIC & PACIFIC TEA COMPANY, INCform of this Agreement) of the total Credit Extension of all of the Lenders., as a 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-A-CENTER, INC. 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. Upon satisfaction (a) Existing Credit Agreement Amended and Restated; Reallocation of Loans and Participations in L/C Obligations. On the conditions precedent to this Agreement in Section 4.01Closing Date, (ai) this Agreement shall amend and restate the Existing Credit Agreement in its entiretyentirety but, for the avoidance of doubt, shall not constitute a novation of the parties’ rights and obligations thereunder, (bii) the rights and obligations of the parties under hereto evidenced by the Existing Credit Agreement shall be subsumed within and be governed evidenced by this Agreement; providedAgreement and the other Loan Documents, however, that each of the Borrowers, each Agent, each Lender and each Issuing Bank hereby agrees that (iiii) each of the “Loans” under (as such term is defined in the Existing Credit Agreement) outstanding under the Existing Credit Agreement on the Restatement Effective Date shall, for purposes of this Agreement, be included as Loans hereunder; (ii) each “Letter of Credit” (and as defined in the Existing Credit Agreementin) outstanding under the Existing Credit Agreement on the Restatement Effective Date shall be a Letter of Credit hereunder, (iii) all Obligations of the Borrowers under the Existing Credit Agreement shall remain outstanding, shall constitute continuing Obligations secured by the Collateraloutstanding and be continued as, and this Agreement shall not be deemed to evidence converted to, Loans hereunder (and, in the case of Eurodollar Rate Loans, with the same Interest Periods (or result in a novation or repayment and reborrowing the remaining portions of such ObligationsInterest 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. In connection with the foregoing, (x) all such Loans and all participations in L/C Obligations 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 on the Closing Date shall make full cash settlement on the Closing 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 them, and (ivz) all references to each applicable Lender hereby waives any breakage fees in respect of such reallocation of Eurodollar Rate Loans on the Existing Credit Agreement in any 134 Loan Document or other document or instrument delivered in connection therewith shall be deemed to refer to this Agreement and the provisions hereof. [SIGNATURE PAGES FOLLOW] 135 THE GREAT ATLANTIC & PACIFIC TEA COMPANY, INCClosing Date., as a 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-A-CENTER, INC. 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. Upon satisfaction of On the conditions precedent to this Agreement in Section 4.01Effective Date, (a) this Agreement shall amend and restate the Existing Credit Agreement in its entiretyentirety 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 under hereto evidenced by the Existing Credit Agreement shall be subsumed within and be governed evidenced by this Agreement; providedAgreement and the other Loan Documents, however, that each of the Borrowers, each Agent, each Lender and each Issuing Bank hereby agrees that (id) each of the “Revolving Loans” under (as such term is defined in the Existing Credit Agreement) outstanding under the Existing Credit Agreement on the Restatement Effective Date shall, for purposes of this Agreement, be included as Loans hereunder; (ii) each “Letter of Credit” (and as defined in the Existing Credit Agreementin) outstanding under the Existing Credit Agreement on the Restatement Effective Date shall be a Letter of Credit hereunder, (iii) all Obligations of the Borrowers under the Existing Credit Agreement shall remain outstanding, shall constitute continuing Obligations secured by the Collateraloutstanding and be continued as, and this Agreement shall not be deemed to evidence converted to, Revolving Loans hereunder (and, in the case of Eurocurrency Loans, with the same Interest Periods or result in a novation or repayment and reborrowing the remaining portions of such ObligationsInterest 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 (ive) the security interests granted under the Collateral Documents shall continue to secure the Secured Obligations. In connection with the foregoing, (x) all references 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 in any 134 Loan Document or other document or instrument delivered in connection therewith to the Effective Date shall be deemed to refer to this Agreement calculated as of the Effective Date (pro-rated in the case of any fractional periods), and shall be paid on the provisions hereof. [SIGNATURE PAGES FOLLOW] 135 THE GREAT ATLANTIC & PACIFIC TEA COMPANY, INCEffective Date., as a 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-A-CENTER, INC. 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. Upon satisfaction of (a) On the conditions precedent to this Agreement in Section 4.01Effective Date, (a) this Agreement shall amend and restate the Existing Credit Agreement in its entirety, entirety and (b) the rights and obligations of the parties under the Existing Credit Agreement shall be subsumed within within, and be governed by by, this Agreement; provided, however, that each of the Borrowers, each Agent, each Lender and each Issuing Bank Borrower hereby agrees that (i) each the Letter of the “Loans” (Credit Outstandings under, and as such term is defined in the Existing Credit Agreement) outstanding under in, the Existing Credit Agreement on the Restatement 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 Outstandings hereunder, and (iiiii) all Obligations of the Borrowers under 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 Obligationsobligations 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 (ivii) the Liens as granted under the applicable Security Documents securing payment of such Obligations are in all references 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 in any 134 Loan Document or other document or instrument delivered in connection therewith shall be deemed to refer to this Agreement and the provisions hereofother Loan Documents (in each case as amended and restated by this Agreement) and that all Obligations (as defined therein and as amended 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 or the other Loan Documents immediately prior to the Effective Date, and, to the 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. [SIGNATURE PAGES FOLLOW] 135 THE GREAT ATLANTIC & PACIFIC TEA COMPANY, INC., as a Borrower By: Name: Wxxxxxx Xxxx Title: Vice President The Agents represent 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-A-CENTER, INC. SUPER MARKET SERVICE CORP. SUPER PLUS FOOD WAREHOUSE, INC. TXXXXXXXX FOODS OF CONN., INC. WXXXXXXX, INC. [warrant to each Loan Party that the Agents have no knowledge of any Default or Event of Default under the Existing Credit Agreement] ANNEX B PATHMARK STORES. Each Lender represents and warrants to each Loan Party that such Lender has, INC. AAL REALTY CORP. MACDADE BOULEVARD STUARTby 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, LLC BERGEN STREET PATHMARK, INC. BRIDGE STUART INC. EAST BRUNSWICK STUART INC. LANCASTER PXXX XXXXXX, LLC PLAINBRIDGE LLC UPPER DXXXX XXXXXX, LLC [Credit Agreement]the Commitment attributable to such Lender as set forth on Schedule 1.1.

Existing Credit Agreement Amended and Restated. Upon satisfaction of On the conditions precedent to this Agreement in Section 4.01Closing Date, (a) this Agreement shall amend and restate the Existing Credit Agreement in its entiretyentirety but, (b) for the avoidance of doubt, shall not constitute a novation of the parties’ rights and obligations thereunder. On the Closing Date, the rights and obligations of the parties under hereto evidenced by the Existing Credit Agreement shall be subsumed within and be governed evidenced by this Agreement; providedAgreement and the other Loan Documents, 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) Agreement shall remain outstanding under and be continued as, and converted to, Loans as defined herein and the Existing Letters of Credit Agreement on issued by the Restatement Effective Date shall, for purposes of this Agreement, be included as Loans hereunder; (ii) each “Letter of Credit” Fronting Bank (as defined in the Existing Credit Agreement) outstanding under for the Existing Credit Agreement on account of the Restatement Effective Borrower prior to the Closing Date shall be a Letter of Credit hereunder, (iii) all Obligations of the Borrowers under the Existing Credit Agreement remain issued and outstanding and 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 be Letters of such ObligationsCredit under this Agreement, and (iv) all references shall bear interest and be subject to such other fees as set forth in this Agreement; provided, however, for the avoidance of doubt, any lender party to the Existing Credit Agreement in any 134 Loan Document or other document or instrument delivered in connection therewith shall be deemed to refer that is not a Bank hereunder has no Commitment hereunder and is not a party to this Agreement and its Commitment under (and as defined in) the provisions hereofExisting Credit Agreement will be terminated. [SIGNATURE PAGES FOLLOW] 135 THE GREAT ATLANTIC & PACIFIC TEA COMPANYAll interest and fees and expenses, INC.if any, owing or accruing under or in respect of the Existing Credit Agreement through the Closing Date (including any Eurodollar Breakage Costs, as a Borrower By: Name: Wxxxxxx Xxxx Title: Vice President defined therein) shall be calculated as of the Closing Date (pro-rated in the case of any fractional periods), 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-A-CENTER, INC. SUPER MARKET SERVICE CORP. SUPER PLUS FOOD WAREHOUSE, INC. TXXXXXXXX FOODS OF CONNshall be paid on the Closing Date., 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]