request of the Administrative Agent, the Loan Parties will execute such documents asthe Administrative Agent may reasonably request so as to amend the Mortgagescovering any Real Estate located in the State of New York (other than the PrincipalProperties) in order that the Real Estate covered by such Mortgages secures $300million of the Obligations, whether Loans, contingent reimbursement obligationsunder Letters of Credit or otherwise.(ii) To the extent that the Obligations shall at any time be less than the amountoriginally set forth in any Mortgage on Real Estate located in the State of NewYork, to the extent required by virtue of compliance with the provisions of Section5.13(e)(i), or to the extent otherwise required by Applicable Law, the Borrowersshall take all further actions including the payment of any additional mortgagerecording taxes, fees, charges, costs and expenses required so to grant, preserve,protect or perfect the Liens created by such Mortgage to the maximum amount ofObligations by its terms secured thereby and the validity or priority of any suchLien.     4. Amendment to Article IX of the Credit Agreement. The provisions of Section 9.04of the Credit Agreement are hereby amended by adding the following new clause in appropriatealphabetical order:(i) Notwithstanding any provision to the contrary, any Lender may assign to one ormore special purpose funding vehicles (each, an “SPV”) all or any portion ofits funded Loans (without the corresponding Commitment), without the consent of anyPerson or the payment of a fee, by execution of a written assignment agreement in aform agreed to by such Lender and such SPV, and may grant any such SPV the option,in such SPV’s sole discretion, to provide the Borrowers all or any part of any Loansthat such Lender would otherwise be obligated to make pursuant to this Agreement.Such SPVs shall have all the rights which a Lender making or holding such Loanswould have under this Agreement, but no obligations, provided that theLender shall make all determinations on behalf of the SPV with respect to anymatters requiring the consent or approval of the SPV hereunder and the Agents andthe Borrowers shall be entitled to rely on such determination by the Lender, withoutfurther inquiry and notwithstanding any communication to the contrary by the SPV.The Lender making such assignment shall remain liable for all its originalobligations under this Agreement, including its Commitment (although the unusedportion thereof shall be reduced by the principal amount of any Loans held by anSPV). Notwithstanding such assignment, the Agents and Borrowers may deliver noticesto the Lender making such assignment (as agent for the SPV) and not separately tothe SPV.     5. Conditions Precedent to Effectiveness. This First Amendment shall not beeffective until each of the following conditions precedent have been fulfilled to the satisfactionof the Administrative Agent:
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 a. This First Amendment shall have been duly executed and delivered by theBorrowers and the Required Lenders, shall be in full force and effect, and shall be inform and substance satisfactory to the Administrative Agent and the Required Lenders.  b. All action on the part of the Borrowers necessary for the valid execution,delivery and performance by the Borrowers of this First Amendment shall have been dulyand effectively taken and evidence thereof satisfactory to the Administrative Agentshall have been provided to the Administrative Agent.  c. The Borrowers shall have provided such additional instruments and documents tothe Administrative Agent as the Agents and Agents’ counsel may have reasonablyrequested.  6. Miscellaneous.  a. Except as otherwise expressly provided herein, all provisions of the CreditAgreement and the other Loan Documents remain in full force and effect.  b. This First Amendment may be executed in several counterparts and by each partyon a separate counterpart, each of which when so executed and delivered shall be anoriginal, and all of which together shall constitute one instrument.  c. This First Amendment expresses the entire understanding of the parties withrespect to the transactions contemplated hereby. No prior negotiations or discussionsshall limit, modify, or otherwise affect the provisions hereof.  d. Any determination that any provision of this First Amendment or any applicationhereof is invalid, illegal or unenforceable in any respect and in any instance shallnot effect the validity, legality, or enforceability of such provision in any otherinstance, or the validity, legality or enforceability of any other provisions of thisFirst Amendment.  e. The Borrowers shall pay on demand all costs and expenses of the Agents,including, without limitation, reasonable attorneys’ fees in connection with thepreparation, negotiation, execution and delivery of this First Amendment.  f. The Borrowers warrant and represent that the Borrowers have consulted withindependent legal counsel of the Borrowers’ selection in connection with this FirstAmendment and are not relying on any representations or warranties of the Agents, theLenders or their counsel in entering into this First Amendment.
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     IN WITNESS WHEREOF, the parties have duly executed this First Amendment as of the day and yearfirst above written.      THE GREAT ATLANTIC & PACIFIC TEA COMPANY,