FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
This First Amendment to Amended and Restated Credit Agreement (this “ First Amendment ”) is made as of
this 4 th day of April, 2008 by and among
THE GREAT ATLANTIC & PACIFIC TEA COMPANY, INC., a Maryland corporation;
the other BORROWERS set forth on Schedule 1 hereto,
the LENDERS party hereto, and
BANK OF AMERICA, N.A., a national banking association, as Administrative Agent and Collateral Agent;
in consideration of the mutual covenants herein contained and benefits to be derived herefrom.
A. Reference is made to the Amended and Restated Credit Agreement (the “Credit Agreement”) dated as of
December 27, 2007 by and among the Company, the other Borrowers, the Lenders, Bank of America, N.A., as
Administrative Agent and Collateral Agent, JPMorgan Chase Bank, N.A. and Wells Fargo Retail Finance, LLC,
as Co-Syndication Agents, The CIT Group/Business Credit, Inc., as Documentation Agent and Banc of America
Securities LLC and JPMorgan Chase Bank, N.A. as Co-Lead Arrangers.
B. The parties to the Credit Agreement desire to modify, amend and waive certain provisions of the Credit
Agreement, as provided herein.
Accordingly, the parties hereto agree as follows:
1. Definitions . Capitalized terms used herein and not otherwise defined herein shall have the meanings
assigned to such terms in the Credit Agreement.
2. Amendment to Article I of the Credit Agreement . The provisions of Article I of the Credit Agreement are
hereby amended by inserting the following new definition in appropriate alphabetical order:
“ SPV ” has the meaning set forth in Section 9.04(i).
3. Amendments to Article V of the Credit Agreement . The provisions of Section 5.13(e) of the Credit
Agreement are hereby deleted in their entirety and the following substituted in their stead:
(e)(i) At any time that Excess Availability is less than $75,000,000 or an Event of Default has occurred and