0000043300-11-000063 Sample Contracts

Executive Version SECOND AMENDMENT TO THIRD AMENDED AND RESTATED SUPERPRIORITY DEBTOR-IN-POSSESSION CREDIT AGREEMENT
Possession Credit Agreement • September 23rd, 2011 • Great Atlantic & Pacific Tea Co Inc • Retail-grocery stores • New York

SECOND AMENDMENT dated as of September 21, 2011 (this “Second Amendment”) to the THIRD AMENDED AND RESTATED SUPERPRIORITY DEBTOR IN POSSESSION CREDIT AGREEMENT dated as of January 13, 2011 (as amended by the First Amendment dated as of July 8, 2011, the “DIP Credit Agreement”), among THE GREAT ATLANTIC & PACIFIC TEA COMPANY, INC., a Maryland corporation, a debtor and debtor-in-possession in a case pending under Chapter 11 of the Bankruptcy Code, the other BORROWERS party thereto, each of which is a debtor and debtor-in-possession in cases pending under Chapter 11 of the Bankruptcy Code, the LENDERS party thereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent and as Collateral Agent.

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