FIRST AMENDMENT TO
LETTER OF CREDIT AGREEMENT
This First Amendment to Letter of Credit Agreement (the "First Amendment") is made as of the 13 day of
October, 2006 by and among
THE GREAT ATLANTIC & PACIFIC TEA COMPANY, INC., a Maryland corporation (the "Company");
BANK OF AMERICA, N.A., as Issuing Bank (the "Issuing Bank").
In consideration of the mutual covenants herein contained and benefits to be derived herefrom, the parties hereto
agree as follows:
WHEREAS, the Company and the Issuing Bank are parties to a Letter of Credit Agreement dated as of October
14, 2005 (the "Letter of Credit Agreement"); and
WHEREAS, the Company has advised the Issuing Bank that the Company desires to amend the Letter of Credit
Agreement as provided herein.
NOW THEREFORE, it is hereby agreed as follows:
1. Definitions: All capitalized terms used herein and not otherwise defined shall have the same meaning herein as
in the Letter of Credit Agreement.
2. Amendment of the Letter of Credit Agreement. The Letter of Credit Agreement is hereby amended as follows:
a. Clause (i) of the definition of "Termination Date" in Section 1.01 of the Letter of Credit Agreement is hereby
amended by deleting the reference to "October 14, 2006" therein and substituting in its stead "October 14,
b. Clause (ii) of Section 2.01(b) of the Letter of Credit Agreement is hereby amended by deleting the reference
to "October 14, 2006" therein and substituting in its stead "October 14, 2007".
3. Conditions to Effectiveness. This First Amendment shall not be effective until each of the following conditions
precedent have been fulfilled to the satisfaction of the Issuing Bank:
a. This First Amendment shall have been duly executed and delivered by the Company and the Issuing Bank.
b. All action on the part of the Company necessary for the valid execution, delivery and performance by the
Company of this First Amendment shall have been duly and effectively taken.
c. No Default or Event of