SECOND AMENDMENT TO
LETTER OF CREDIT AGREEMENT
This Second Amendment to Letter of Credit Agreement (the "Amendment") is made as of the 10th day of
November, 2006 by and between:
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, as amended by the First Amendment to Letter of Credit Agreement dated as of October 13, 2006
(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. Section 1.01 of the Letter of Credit Agreement is hereby amended by the addition of the following new
definitions, inserted in appropriate alphabetical order:
"L/C Fee Rate" shall mean, as of any date of determination, the per annum rate, determined by reference to the
average daily percentage of Availability attributable to the Collateral consisting of Cash and Cash Equivalents and
Additional Collateral during the immediately preceding calendar quarter, as set forth in the following grid:
"Metro Inc. Securities Availability Cap" means $75,000,000.
"Metro Inc. Securities Collateral" means the shares of capital stock of Metro Inc., a Quebec corporation,
specified on Schedule 2 hereto.
"Metro Inc. Securities Collateral Account" means that certain account now or hereafter established by the
Company with Bank of