Exhibit 4.2 

YUCAIPA STOCKHOLDER AGREEMENT

by and among


PARENT


and


STOCKHOLDER


Dated as of March 4, 2007









TABLE OF CONTENTS


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
Page


	
 

	
 

	
 

	
 

	



	
 

	
 

	
 

	
 

	
 


	
ARTICLE I

	
 

	
 


	
 

	
 

	
 

	
 

	
 


	
DEFINITIONS

	
 

	
 


	
 

	
 

	
 

	
 

	
 


	
SECTION
  1.01.

	
 

	
Definitions

	
 

	
1


	
 

	
 

	
 

	
 

	
 


	
ARTICLE II

	
 

	
 


	
 

	
 

	
 

	
 

	
 


	
REGISTRATION RIGHTS

	
 

	
 


	
 

	
 

	
 

	
 

	
 


	
SECTION
  2.01.

	
 

	
Registration

	
 

	
6


	
SECTION
  2.02.

	
 

	
Piggyback
  Registration

	
 

	
7


	
SECTION
  2.03.

	
 

	
Reduction of
  Offering

	
 

	
8


	
SECTION
  2.04.

	
 

	
Registration
  Procedures

	
 

	
9


	
SECTION
  2.05.

	
 

	
Conditions
  to Offerings

	
 

	
12


	
SECTION
  2.06.

	
 

	
Black-out
  Period

	
 

	
12


	
SECTION
  2.07.

	
 

	
Registration
  Expenses

	
 

	
13


	
SECTION
  2.08.

	
 

	
Indemnification;
  Contribution

	
 

	
13


	
SECTION
  2.09.

	
 

	
Rule 144

	
 

	
15


	
SECTION
  2.10.

	
 

	
Lockup

	
 

	
15


	
SECTION
  2.11.

	
 

	
Termination
  of Registration Rights

	
 

	
15


	
SECTION
  2.12.

	
 

	
Specific
  Performance

	
 

	
16


	
SECTION
  2.13.

	
 

	
Other
  Registration Rights

	
 

	
16


	
 

	
 

	
 

	
 

	
 


	
ARTICLE III

	
 

	
 


	
 

	
 

	
 

	
 

	
 


	
STANDSTILL, ACQUISITIONS OF SECURITIES AND OTHER MATTERS

	
 

	
 


	
 

	
 

	
 

	
 

	
 


	
SECTION
  3.01.

	
 

	
Acquisitions
  of Common Stock

	
 

	
16


	
SECTION
  3.02.

	
 

	
No
  Participation in a Group or Solicitation of Proxies

	
 

	
16


	
 

	
 

	
 

	
 

	
 


	
ARTICLE IV

	
 

	
 


	
 

	
 

	
 

	
 

	
 


	
RESTRICTIONS ON TRANSFERABILITY OF SECURITIES

	
 

	
 


	
 

	
 

	
 

	
 

	
 


	
SECTION
  4.01.

	
 

	
General

	
 

	
17


	
SECTION
  4.02.

	
 

	
Improper
  Sale or Encumbrance

	
 

	
19


	
SECTION
  4.03.

	
 

	
Restrictive
  Legend

	
 

	
19


	
 

	
 

	
 

	
 

	
 


	
ARTICLE V

	
 

	
 


	
 

	
 

	
 

	
 

	
 


	
MISCELLANEOUS

	
 

	
 


	
 

	
 

	
 

	
 

	
 


	
SECTION
  5.01.

	
 

	
Adjustments

	
 

	
19


	
SECTION
  5.02.

	
 

	
Notices

	
 

	
19





-i-







	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
Page


	
 

	
 

	
 

	
 

	



	
 

	
 

	
 

	
 

	


	
SECTION
  5.03.

	
 

	
Reasonable
  Efforts; Further Actions

	
 

	
20


	
SECTION
  5.04.

	
 

	
Consents

	
 

	
20


	
SECTION
  5.05.

	
 

	
Fees and
  Expenses

	
 

	
21


	
SECTION
  5.06.

	
 

	
Termination
  of Management Services Agreement

	
 

	
21


	
SECTION
  5.07.

	
 

	
Amendments;
  Waivers

	
 

	
21


	
SECTION
  5.08.

	
 

	
Interpretation

	
 

	
21


	
SECTION
  5.09.

	
 

	
Severability

	
 

	
21


	
SECTION
  5.10.

	
 

	
Counterparts

	
 

	
22


	
SECTION
  5.11.

	
 

	
Entire
  Agreement; No Third-Party Beneficiaries

	
 

	
22


	
SECTION
  5.12.

	
 

	
Governing
  Law

	
 

	
22


	
SECTION
  5.13.

	
 

	
Assignment

	
 

	
22


	
SECTION
  5.14.

	
 

	
Enforcement

	
 

	
22


	
SECTION
  5.15.

	
 

	
Effectiveness

	
 

	
23


	
SECTION
  5.16.

	
 

	
Termination;
  Survival

	
 

	
23


	
SECTION
  5.17.

	
 

	
No Joint and
  Several Liability

	
 

	
23


	
SECTION
  5.18.

	
 

	
No Liability
  of Partners

	
 

	
23


	
 

	
 

	
 

	
 

	
 


	
SCHEDULE

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 


	
Schedule I 

	
 

	
Stockholders

	
 

	
 


	
Schedule II 

	
 

	
Investment
  Banks

	
 

	
 





-ii-






          YUCAIPA
STOCKHOLDER AGREEMENT dated as of March 4, 2007 (this “Agreement”) among THE
GREAT ATLANTIC & PACIFIC TEA COMPANY, INC., a Maryland corporation
(“Parent”), and each of the stockholders identified on Schedule I hereto
(collectively, “Stockholder”).  


          WHEREAS,
Parent, SAND MERGER CORP., a Delaware corporation and a wholly owned Subsidiary
of Parent, and PATHMARK STORES, INC., a Delaware corporation (the “Company”),
have entered into a Merger Agreement (the “Merger Agreement”) dated as of the
date of this Agreement pursuant to which, on the Closing Date, Parent will
acquire (the “Merger”) the Company (capitalized terms used in this Agreement
shall have the meanings given to such terms in Article I);  


          WHEREAS,
following the Merger, Stockholder will own shares of Parent Common Stock and
Roll-over Warrants exercisable for shares of Parent Common Stock; and 


          WHEREAS,
the parties hereto desire to establish in this Agreement certain terms and
conditions concerning the ownership, acquisition and disposition of Equity
Securities of Parent and certain other matters. 


          NOW,
THEREFORE, in consideration of the mutual covenants and agreements set forth
herein and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties agree as follows: 


ARTICLE I


DEFINITIONS 


          SECTION
1.01. Definitions. 


          (a) As
used in this Agreement, the following terms will have the following meanings: 


          “Acquisition”
means (i) any direct or indirect acquisition or purchase, in a single
transaction or a series of transactions, of (A) 50% or more (based on the Fair
Market Value thereof) of the assets (including capital stock of the
Subsidiaries of Parent) of Parent and its Subsidiaries, taken as a whole, or
(B) 50% or more of the outstanding shares of Parent Common Stock by a Third
Party or 13D Group except a transaction pursuant to which the stockholders of
Parent prior to such transaction would continue to own, directly or indirectly,
50% or more of the Voting Power of the Voting Stock of any direct or indirect
parent of Parent; (ii) any tender offer or exchange offer that, if consummated,
would result in any Third Party or 13D Group owning, directly or indirectly,
50% or more of the outstanding shares of Parent Common Stock; or (iii) any
merger, consolidation, Business Combination, recapitalization, liquidation,
dissolution, binding share exchange or similar transaction involving Parent or
its stockholders pursuant to which any Third Party or 13D Group (or the
stockholders or other equity owners of any Third Party or members of a 13D
Group) would own, directly or indirectly, 50% or more of any class of Equity
Securities of Parent or of the surviving entity in a merger or the resulting
direct or indirect parent of Parent or such surviving entity. 


          “Acquisition
Proposal” means any inquiry, proposal or offer relating to an Acquisition. 


          An
“Affiliate” of any Person means another Person that directly, or
indirectly through one or more intermediaries, controls, or is controlled by,
or is under common control with, such first Person. 






          “beneficial
owner” and words of similar import have the meaning assigned to such
terms  in Rule 13d-3 promulgated under
the Exchange Act as in effect on the date of this Agreement, but without  reference to whether or not an Equity Security
is exercisable or convertible for Voting Stock in less than  60 days. 


          “Board”
or “Board of Directors” means the board of directors of Parent.  


          “Business
Combination” with respect to any Person means any of the following:  (i) the
sale, lease, transfer, conveyance or other disposition (other than by
way of merger or consolidation) of all
or substantially all of the assets of such Person and its Subsidiaries,
taken as a whole, to any other Person
or (ii) any transaction (including any merger or consolidation) the
consummation of which would result in
any other Person (or, in the case of a direct merger or consolidation,
the shareholders of such other Person) becoming, directly or indirectly, the
beneficial owner of more than 50% of the Voting Stock and/or  Equity Securities of such Person (measured
in the case of Voting Stock by Voting Power rather than  number of shares). 


          “Closing”
means the closing of the Merger.  


          “Closing
Date” means the date of the Closing.
  


          “Director”
means a member of the Board of Directors. 


          “Encumbrance”
means any security interest, pledge, mortgage, lien, charge, adverse  claim of ownership or use, hypothecation,
violation, condition or restriction of any kind or other encumbrance of any
kind. 


          “Equity
Security” means (i) any common stock or other Voting Stock; (ii) any
securities  convertible into or
exchangeable for common stock or other Voting Stock, including without
limitation  the Roll-over Warrants; or
(iii) any options, rights or warrants (or any similar securities) to acquire
common stock or other Voting Stock. 


          “Exchange
Act” means the Securities Exchange Act of 1934, as amended, and the
rules  and regulations promulgated
thereunder. 


          “Fair
Market Value” means (i) with respect to cash or cash equivalents, the
amount of  such cash or principal amount
of such cash equivalents; (ii) with respect to any security listed on a national securities exchange or otherwise traded on any national securities
exchange or other trading system,  the
average of the closing prices of such security as reported on such exchange or
trading system for each  of the five
Trading Days prior to the date of determination; and (iii) with respect to
property other than  cash or securities
of the type described in clauses (i) and (ii), the cash price at which a
willing seller  would sell and a willing
buyer would buy such property in an arm’s length negotiated transaction
without  time constraints as determined
in good faith by the Board. 


          “GAAP”
means U.S. generally accepted accounting principles, as in effect at the
time  such term is relevant. 


          “General
Partner” means with respect to a specified Person, the general partner or
managing member, as applicable, of such Person. 


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          “Governmental
Entity” means any transnational, federal, state, local or foreign
government, or any court of competent jurisdiction, administrative agency or
commission or other governmental authority or instrumentality, domestic or
foreign, or any national stock exchange or national quotation system on which
securities issued by Parent or any of its Subsidiaries are listed or quoted. 


          “Issuer
FWP” has the meaning assigned to “issuer free writing prospectus” in Rule
433 under the Securities Act. 


          “Law”
means any law, treaty, statute, ordinance, code, rule, regulation, judgment,
decree, order, writ, award, injunction, authorization or determination enacted,
entered, promulgated, enforced or issued by any Governmental Entity. 


          “NYSE”
means the New York Stock Exchange. 


          “Parent
Common Stock” means the common stock of Parent, par value $1.00 per share, and
any other common stock of Parent that may be issued from time to time.  


          “Partner”
means any partner of such Person; provided that such partner would not, after
giving effect to any Sale, have beneficial ownership of Parent Common Stock
representing more than 9.9% of the Voting Power of Parent’s outstanding Voting
Stock.  


          “Permitted
Transferee” means, with respect to a specified Person, any controlled
Affiliate of such Person or any Partner of such Person. 


          “Person”
means any individual, firm, corporation, partnership, company, limited
liability company, trust, joint venture, association, Governmental Entity,
unincorporated organization or other entity. 


          “Piggyback
Percentage” of Tengelmann or Stockholder, as applicable, means the result
of dividing (i) the product of the number of shares requested to be registered
by such Person (including, in the case of Stockholder, shares issuable under
the Roll-over Warrants) and the number of shares beneficially owned by such
Person as of the date of any notice given pursuant to Section 2.02 or, if not
practicably obtainable as of such date, as of the most recent date practicably
obtainable (excluding, in the case of Stockholder, shares issuable under the
Roll-over Warrants to the extent not requested to be registered) (in the case
of Tengelmann, the “Tengelmann Amount” and, in the case of Stockholder,
the “Stockholder Amount”), by (ii) the sum of the Tengelmann Amount and
the Stockholder Amount.  


          “Registrable
Securities” means (i) all shares of Parent Common Stock beneficially owned
by Stockholder on the date hereof or acquired by Stockholder upon exercise of
the Roll-over Warrants and beneficially owned by Stockholder and (ii) any
securities issued or issuable with respect to any such shares of Parent Common
Stock by way of a stock dividend or other similar distribution or stock split,
or in connection with a combination of shares, recapitalization, merger,
consolidation or other reorganization or otherwise; provided that such
securities will cease to be Registrable Securities when (A) a Registration
Statement relating to such securities has been declared effective by the SEC
(or has become automatically effective) and such securities have been disposed
of by Stockholder pursuant to such Registration Statement; (B) such securities
have been disposed of by Stockholder pursuant to Rule 144 promulgated under the
Securities Act or any successor provisions thereto; or (C) Stockholder has
beneficial ownership of less than 1% (including Parent Common Stock issuable
upon exercise of the Roll-over Warrants) of the outstanding Parent Common Stock.


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          “Representatives”
means the directors, officers, employees, agents, investment bankers, financing
sources, attorneys, accountants and advisors of either Stockholder, on the one
hand, or Parent, on the other hand, as the context requires. 


          “Roll-over
Warrants” means the warrants issued as part of the Merger by Parent to
Stockholder in exchange for the Series A Warrants and the Series B Warrants. 


          “Sale”
means, in respect of any Parent Common Stock, Roll-over Warrants, or any other
Voting Stock, any sale, assignment, transfer, distribution or other disposition
thereof or of a participation therein, or other conveyance of legal or
beneficial interest therein, or any short position in any such security or any
other action or position otherwise reducing risk related to ownership through
hedging or other derivative instruments, whether voluntarily or by operation of
Law, whether in a single transaction or a series of related transactions and
whether to a single Person or a 13D Group. 


          “SEC”
means the U.S. Securities and Exchange Commission. 


          “Securities
Act” means the Securities Act of 1933, as amended, and the rules and
regulations promulgated thereunder. 


          “Series
A Warrants” means the Series A warrants to purchase 10,060,000 shares of
common stock of the Company at an exercise price of $8.50 per share. 


          “Series
B Warrants” means the Series B warrants to purchase 15,046,350 shares of
common stock of the Company at an exercise price of $15.00 per share. 


          “Standstill
Expiration Date” means the earliest of (i) the expiration date of the
Roll-over Warrants issued in exchange for Series B Warrants; (ii) the third
anniversary of the date on which all Roll-over Warrants have been exercised;
(iii) such date as the Board of Directors publicly announces its intention to
solicit an Acquisition Proposal, or publicly approves, accepts, authorizes or
recommends to the Parent stockholders the approval of an Acquisition Proposal;
(iv) such date as Parent or any Affiliate thereof has entered into a binding
letter of intent, binding agreement in principle or definitive agreement with
any party agreeing to an Acquisition Proposal; (v) such date that Stockholder
has beneficial ownership (including the Roll-over Warrants) of less than 1% of
the outstanding Parent Common Stock; (vi) such date that any Third Party or 13D
Group has acquired beneficial ownership of outstanding Parent Common Stock in
an amount that exceeds Tengelmann’s beneficial ownership of Parent Common
Stock; or (vii) such date that Tengelmann and its Affiliates beneficially own,
in the aggregate, less than 20% of the outstanding Parent Common Stock,
disregarding for clauses (vi) and (vii) any dilution of Tengelmann’s ownership
percentage resulting from issuances of Parent Common Stock. 


          A
“Subsidiary” of any Person means another Person (i) in which such first
Person’s ownership of Voting Stock, other voting ownership or voting
partnership interests is in an amount sufficient to elect at least a majority
of its board of directors or other governing body (or, if there are no such
voting interests, 50% or more of the equity interests of which are beneficially
owned directly or indirectly by such first Person) or (ii) which is required to
be consolidated with such Person under GAAP. 


          “Tengelmann”
means Tengelmann Warenhandelsgesellschaft KG , a partnership organized under
the laws of the Federal Republic of Germany. 


          “Third
Party” means any Person other than Parent or Tengelmann or any of their
respective controlled Affiliates.


-4-






          “13D
Group” means any group of Persons formed for the purpose of acquiring,
holding, voting or disposing of Voting Stock of Parent that would be required
under Section 13(d) of the Exchange Act (as in effect on, and based on legal
interpretations thereof existing on, the date hereof) to file a statement on
Schedule 13D with the SEC as a “person” within the meaning of Section 13(d)(3)
of the Exchange Act if such group beneficially owned Voting Stock of Parent
representing more than 5% of any class of Voting Stock of Parent then
outstanding. 


          “Trading
Day” means (i) for so long as Parent Common Stock is listed or admitted for
trading on the NYSE or another national securities exchange, a day on which the
NYSE or such other national securities exchange is open for business and
trading in Parent Common Stock is not suspended or restricted or (ii) if Parent
Common Stock ceases to be so listed, any day other than a Saturday or Sunday or
a day on which banking institutions in the State of New York are authorized or
obligated by Law or executive order to close. 


          “Underwriter”
means a securities dealer who purchases any Registrable Securities as a
principal in connection with a distribution of such Registrable Securities and
not as part of such dealer’s market-making activities. 


          “Voting
Power” means the ability to vote or to control, directly or indirectly, by
proxy or otherwise, the vote of any Voting Stock at the time such determination
is made; provided that a Person will not be deemed to have Voting Power as a
result of an agreement, arrangement or understanding to vote such Voting Stock
if such agreement, arrangement or understanding (i) arises solely from a
revocable proxy or consent given in response to a public proxy or consent
solicitation made pursuant to the Exchange Act and (ii) is not also then
reportable by such Person on Schedule 13D under the Exchange Act (or any
comparable or successor report). For purposes of determining the percentage of
Voting Power of any class or series (or classes or series) beneficially owned
by Stockholder, any securities not outstanding which are subject to conversion,
exchange or other rights, warrants, options or similar securities held by
Stockholder will be deemed to be outstanding for the purpose of computing such
percentage, but will not be deemed to be outstanding for the purpose of
computing the percentage of the class or series (or classes or series) beneficially
owned by any Person other than Stockholder.  


          “Voting
Stock” of any Person means securities having the right to vote generally in
any election of directors or comparable governing Persons of such Person or any
securities convertible into or exchangeable for any securities having such
right. 


          (b)
As used in this Agreement, the terms set forth below will have the meanings
assigned in the corresponding Section listed below:


	
 

	
 

	
 


	
Term

	
 

	
Section


	


	
 

	



	
Agreement

	
 

	
Preamble


	
Company

	
 

	
Preamble


	
Covered Securities

	
 

	
4.01(a)


	
Deferral Period

	
 

	
2.05


	
Demand Notice

	
 

	
2.01(a)


	
Demand Registration

	
 

	
2.01(a)


	
EDGAR

	
 

	
2.04(a)(i)





-5-






	
 

	
 

	
 


	
Term

	
 

	
Section


	


	
 

	



	
indemnified party

	
 

	
2.07(c)


	
Indemnified Persons

	
 

	
2.07(a)


	
indemnifying party

	
 

	
2.07(c)


	
Inspectors

	
 

	
2.04(a)(vi)


	
Merger

	
 

	
Recitals


	
Merger Agreement

	
 

	
Recitals


	
Parent

	
 

	
Preamble


	
Piggyback Registration

	
 

	
2.02


	
Records

	
 

	
2.04(a)(vi)


	
Registration Statement

	
 

	
2.01(a)


	
Representative

	
 

	
5.18


	
Stockholder

	
 

	
Preamble





ARTICLE II


REGISTRATION RIGHTS


          SECTION
2.01. Registration.


          (a)
At any time and from time to time on or after the 180th day
following the Closing Date, Parent agrees that, upon the written request of
Stockholder from time to time (a “Demand Notice”) and subject to
Sections 2.01(e) and 2.06, it will as promptly as reasonably practical prepare
and file a registration statement (which, if Parent is a well-known seasoned
issuer, shall be an automatic shelf registration statement) under the
Securities Act (a “Registration Statement,” which term will include any
amendments thereto and any documents incorporated by reference therein); provided, however, that (i) Parent shall be obligated to prepare, file or cause a
Registration Statement to become effective pursuant to this Section 2.01 (a “Demand
Registration”): (A) no more than two times in any 12-month period and (B)
no more than three times in the aggregate (provided that a Registration
Statement shall not be counted as one of the Demand Registrations hereunder
unless it becomes effective and is maintained effective for at least 90 days or
until the completion of the distribution of the Registrable Securities
registered pursuant to such Registration Statement) and (ii) the Registrable
Securities for which a Demand Registration has been requested will have a value
(based on the average closing price per share of Parent Common Stock for the
ten Trading Days preceding the delivery of such Demand Notice) of not less than
$25,000,000 or such lesser remaining amount of Registrable Securities held by
Stockholder. Each such Demand Notice will specify the number of Registrable
Securities proposed to be offered for sale and will also specify the intended
method of distribution thereof. 


          (b)
Parent agrees to use its commercially reasonable efforts (i) to cause any
Registration Statement to be declared effective (unless it becomes effective
automatically upon filing) as promptly as reasonably practicable after the
filing thereof, but in no event later than 90 days after receipt of a Demand
Notice, and (ii) to keep such Registration Statement effective for a period of
not less than 90 days or, if earlier, the completion of the distribution of the
Registrable Securities registered pursuant to such Registration Statement.
Parent shall be deemed not to have used its commercially reasonable efforts to


-6-






keep a
Registration Statement effective during the requisite period if it voluntarily
takes any action that would result in Stockholder not being able to offer and
sell the Registrable Securities during that period, unless such action is
required by applicable Law or permitted by Section 2.06. Parent further agrees
to supplement or make amendments to the Registration Statement as may be
necessary to keep such Registration Statement effective for the period set
forth in clause (ii) above, including (A) to respond to the comments of the
SEC, if any, (B) as may be required by the registration form utilized by Parent
for such Registration Statement or by the instructions applicable to such
registration form, (C) as may be required by the Securities Act, or (D) as may
be reasonably requested in writing by Stockholder or any Underwriter for
Stockholder. Parent agrees to furnish to Stockholder copies of any such
supplement or amendment prior to its being used or filed with the SEC. 


          (c)
In the event an offering of Registrable Securities under this Section 2.01
involves one or more Underwriters, Stockholder will select the lead Underwriter
and any additional Underwriters in connection with the offering from the list
of investment banks set forth on Schedule II. The list of investment banks on
Schedule II may be amended from time to time by Stockholder with the consent of
Parent (such consent not to be unreasonably withheld or delayed). 


          (d)
Notwithstanding the foregoing provisions of this Section 2.01, Stockholder may
not request a Demand Registration during a period commencing upon the filing
(or earlier, but not more than 30 days prior to such filing upon notice by
Parent to Stockholder that it so intends to file) of a Registration Statement
for Parent Common Stock by Parent (for its own account or for any other
security holder) and ending (i) 90 days after such Registration Statement is
declared effective by the SEC (or becomes automatically effective), (ii) upon
the withdrawal of such Registration Statement or (iii) 30 days after such
notice if no such Registration Statement has been filed within such 30-day
period, whichever occurs first; provided that the foregoing limitation will not
apply if Stockholder was not given reasonable opportunity, in violation of
Section 2.02, to include its Registrable Securities in the Registration
Statement described in this Section 2.01(d).  


          (e)
Stockholder will be permitted to rescind a Demand Registration or request the
removal of any Registrable Securities held by it from any Demand Registration
at any time (so long as, in the case of a Demand Registration, after such
removal it would still constitute a Demand Registration, including with respect
to the required Fair Market Value thereof); provided that, if
Stockholder rescinds a Demand Registration, such Demand Registration will
nonetheless count as a Demand Registration for purposes of determining when
future Demand Registrations can be requested by Stockholder pursuant to this
Section 2.01, unless Stockholder reimburses Parent for all expenses (including
reasonable fees and disbursements of counsel) incurred by Parent in connection
with such Demand Registration.


          SECTION
2.02. Piggyback Registration. If Parent proposes to file a Registration
Statement under the Securities Act with respect to an offering of Parent Common
Stock for (a) Parent’s own account (other than (i) a Registration Statement on
Form S-4 or S-8 (or any substitute form that may be adopted by the SEC) or (ii)
a Registration Statement filed in connection with an offering of securities
solely to Parent’s existing security holders) or (b) the account of any holder
of Parent Common Stock (other than Stockholder) pursuant to a demand
registration requested by such holder, then Parent will give written notice of
such proposed filing to Stockholder as soon as practicable (but in no event
less than 20 days before the anticipated filing date), and upon the written
request, given within 10 days after delivery of any such notice by Parent, of
Stockholder to include Registrable Securities in such registration (which
request shall specify the number of Registrable Securities proposed to be
included in such registration), Parent will, subject to Section 2.03, include
all such Registrable Securities in such registration, on the same terms and
conditions as Parent’s or such holder’s Parent Common Stock (a “Piggyback
Registration”); provided, however, that if, at any time after giving
written notice of such proposed filing and prior 


-7-







to the
business day prior to the effective date of the Registration Statement filed in
connection with such registration, Parent shall determine for any reason not to
proceed with the proposed registration of the securities, then Parent may, at
its election, give written notice of such determination to Stockholder and,
thereupon, will be relieved of its obligation to register any Registrable
Securities in connection with such registration. Parent will control the
determination of the form of any offering contemplated by this Section 2.02,
including whether any such offering will be in the form of an underwritten
offering and, if any such offering is in the form of an underwritten offering,
Parent will select the lead Underwriter and any additional Underwriters in
connection with such offering. 


          SECTION
2.03. Reduction of Offering. Notwithstanding anything contained herein,
if the lead Underwriter of an underwritten offering described in Section 2.01
or Section 2.02 advises Parent in writing that the number of shares of Parent
Common Stock (including any Registrable Securities) that Parent, Stockholder
and any other Persons intend to include in any Registration Statement is such
that the success of any such offering would be materially and adversely affected,
including the price at which the securities can be sold or the number of
Registrable Securities that any participant may sell, then the number of shares
of Parent Common Stock to be included in the Registration Statement for the
account of Parent, Stockholder and any other Persons will be reduced pro rata
to the extent necessary to reduce the total number of securities to be included
in any such Registration Statement to the number recommended by such lead
Underwriter; provided that (a) priority in the case of a Demand
Registration pursuant to Section 2.01 will be (i) first, the Registrable
Securities requested to be included in the Registration Statement for the
account of Stockholder, (ii) second, securities to be offered by Parent
for its own account, (iii) third, securities requested to be included in
the Registration Statement by Tengelmann pursuant to any piggyback registration
rights set forth in the Stockholder Agreement between Tengelmann and Parent
dated as of the date hereof and (iv) fourth, pro rata among any other
holders of securities of Parent having the right to be so included so that the
total number of securities to be included in any such offering for the account
of all such Persons will not exceed the number recommended by such lead
Underwriter; (b) priority in the case of a Registration Statement initiated by
Parent for its own account which gives rise to a Piggyback Registration
pursuant to Section 2.02 will be (i) first, securities initially
proposed to be offered by Parent for its own account, (ii) second,
securities requested to be included in the Registration Statement for the
account of Tengelmann pursuant to any piggyback registration rights set forth
in the Stockholder Agreement between Tengelmann and Parent dated as of the date
hereof and securities requested to be included in the Registration Statement
for the account of Stockholder pursuant to Section 2.02 hereof, pro rata based
on Tengelmann’s Piggyback Percentage and Stockholder’s Piggyback Percentage,
respectively, and (iii) third, among any other securities of Parent
requested to be registered pursuant to a contractual right so that the total
number of securities to be included in any such offering for the account of all
such Persons will not exceed the number recommended by such lead Underwriter;
(c) priority in the case of a Registration Statement initiated by Parent for
the account of Tengelmann pursuant to registration rights afforded to
Tengelmann pursuant to the Stockholder Agreement between Tengelmann and Parent
dated as of the date hereof will be (i) first, the securities requested
to be included in the Registration Statement for the account of Tengelmann,
(ii) second, securities to be offered by Parent for its own account,
(iii) third, securities requested to be included in the Registration
Statement for the account of Stockholder pursuant to Section 2.02 hereof and
(iv) fourth, among any other securities of Parent requested to be
registered pursuant to a contractual right so that the total number of
securities to be included in any such offering for the account of all such
Persons will not exceed the number recommended by such lead Underwriter, and
(d) priority with respect to inclusion of securities in a Registration
Statement initiated by Parent for the account of holders other than Stockholder
and Tengelmann pursuant to registration rights afforded such holders will be
(i) first, pro rata among securities requested to be included in the
Registration Statement for the account of such holders, (ii) second,
securities requested to be included in the Registration Statement by Parent for
its own account, (iii) third, securities requested to be included in the
Registration Statement for the account of Tengelmann pursuant to any piggyback
registration rights set 


-8-






forth in the
Stockholder Agreement between Tengelmann and Parent dated as of the date hereof
and securities requested to be included in the Registration Statement for the
account of Stockholder pursuant to Section 2.02 hereof, pro rata based on
Tengelmann’s Piggyback Percentage and Stockholder’s Piggyback Percentage,
respectively, and (iv) fourth, pro rata among any other securities of
Parent requested to be registered pursuant to a contractual right so that the
total number of securities to be included in any such offering for the account
of all such Persons will not exceed the number recommended by such lead
Underwriter. 


          SECTION
2.04. Registration Procedures. 


              (a) Subject
to the provisions of Section 2.01 hereof, in connection with the registration
of the sale of Registrable Securities hereunder, Parent will as promptly as
reasonably practicable: 




          (i) furnish
to Stockholder without charge, if requested, prior to the filing of a
Registration Statement, copies of such Registration Statement as it is proposed
to be filed, and thereafter such number of copies of such Registration
Statement, each amendment and supplement thereto (in each case including all
exhibits thereto and documents incorporated by reference therein, except to the
extent such exhibits or documents are currently available electronically via
the SEC’s Electronic Data Gathering, Analysis, and Retrieval system (“EDGAR”)),
the prospectus included in such Registration Statement (including each
preliminary prospectus), copies of any and all transmittal letters or other
correspondence with the SEC relating to such Registration Statement (except to
the extent such letters or correspondence is currently available electronically
via EDGAR) and such other documents in such quantities as Stockholder may
reasonably request from time to time in order to facilitate the disposition of
such Registrable Securities; 


          (ii) use
its commercially reasonable efforts to register or qualify such Registrable
Securities under such other securities or blue sky laws of such jurisdictions
as Stockholder reasonably requests and do any and all other acts and things as
may be reasonably necessary or advisable to enable Stockholder to consummate
the disposition of such Registrable Securities in such jurisdictions; provided
that Parent will not be required to (x) qualify generally to do business in any
jurisdiction where it would not otherwise be required to qualify but for this
Section 2.04(a)(ii), (y) subject itself to taxation in any such jurisdiction or
(z) consent to general service of process in any such jurisdiction; 


          (iii) notify
Stockholder at any time when a prospectus relating to Registrable Securities is
required to be delivered under the Securities Act, of the happening of any
event as a result of which the prospectus included in a Registration Statement
or the Registration Statement or amendment or supplement relating to such
Registrable Securities contains an untrue statement of a material fact or omits
to state any material fact required to be stated therein or necessary to make
the statements therein, in the light of the circumstances under which they were
made, not misleading, and Parent will promptly prepare and file with the SEC a
supplement or amendment to such prospectus and Registration Statement (and
comply fully with the applicable provisions of Rules 424, 430A and 430B under
the Securities Act in a timely manner) so that, as thereafter delivered to the
purchasers of the Registrable Securities, such prospectus and Registration
Statement will not contain an untrue statement of a material fact or omit to
state any material fact required to be stated therein or necessary to make the
statements therein, in the light of the circumstances under which they were
made, not misleading; 


          (iv) advise
the Underwriters, if any, and Stockholder promptly and, if requested by such
Persons, confirm such advice in writing, of the issuance by the SEC of any stop
order sus-





-9-









pending the
effectiveness of the Registration Statement under the Securities Act or of the
suspension by any state securities commission of the qualification of the
Registrable Securities for offering or sale in any jurisdiction, or the
initiation of any proceeding for any of the preceding purposes.  If at any time the SEC shall issue any stop
order suspending the effectiveness of the Registration Statement, or any state
securities commission or other regulatory authority shall issue an order
suspending the qualification or exemption from qualification of the Registrable
Securities under state securities or blue sky laws, Parent shall use its
commercially reasonable efforts to obtain the withdrawal or lifting of such
order at the earliest possible time; 


          (v) use
its commercially reasonable efforts to cause such Registrable Securities to be
registered with or approved by such other Governmental Entities as may be
necessary by virtue of the business and operations of Parent to enable
Stockholder to consummate the disposition of such Registrable Securities; provided
that Parent will not be required to (x) qualify generally to do business in any
jurisdiction where it would not otherwise be required to qualify but for this
Section 2.04(a)(v), (y) subject itself to taxation in any such jurisdiction or (z)
consent to general service of process in any such jurisdiction; 


          (vi) enter
into customary agreements and use commercially reasonable efforts to take such
other actions as are reasonably requested by Stockholder in order to expedite
or facilitate the disposition of such Registrable Securities, including
preparing for and participating in a road show and all such other customary
selling efforts as the Underwriters reasonably request in order to expedite or
facilitate such disposition; 


          (vii) if
requested by Stockholder or the Underwriter(s) in connection with such sale, if
any, promptly include in any Registration Statement or prospectus, pursuant to
a supplement or post-effective amendment if necessary, such information as
Stockholders and such Underwriter(s), if any, may reasonably request to have
included therein, including, without limitation, information relating to the
“Plan of Distribution” of the Registrable Securities, information with respect
to the number of Registrable Securities being sold to such Underwriter(s), the
purchase price being paid therefor and any other terms of the offering of the
Registrable Securities to be sold in such offering, and make all required
filings of such prospectus supplement or post-effective amendment as soon as
practicable after Parent is notified of the matters to be included in such
prospectus supplement or post-effective amendment; 


          (viii) make
available for inspection by Stockholder, any Underwriter participating in any
disposition of such Registrable Securities, and any attorney for Stockholder
and such Underwriter and any accountant or other agent retained by Stockholder
or such Underwriter (collectively, the “Inspectors”), all financial and
other records, pertinent corporate documents and properties of Parent
(collectively, the “Records”) as will be reasonably necessary to enable
them to conduct customary due diligence with respect to Parent and the related
Registration Statement and prospectus, and cause the Representatives of Parent
and its Subsidiaries to supply all information reasonably requested by any such
Inspector; provided that (x) Records and information obtained hereunder
will be used by such Inspector only to conduct such due diligence and (y)
Records or information that Parent determines, in good faith, to be
confidential will not be disclosed by such Inspector unless (A) the disclosure
of such Records or information is necessary to avoid or correct a material
misstatement or omission in a Registration Statement or related prospectus or
(B) the release of such Records or information is ordered pursuant to a
subpoena or other order from a court or governmental authority of competent
jurisdiction; 





-10-








          (ix) cause
Parent’s Representatives to supply all information reasonably requested by
Stockholder or any Underwriter, attorney, accountant or agent in connection
with the Registration Statement; 


          (x) use
its commercially reasonable efforts to obtain and deliver to each Underwriter
and Stockholder a comfort letter from the independent public accountants for
Parent (and additional comfort letters from independent public accountants for
any company acquired by Parent whose financial statements are included or
incorporated by reference in the Registration Statement) in customary form and
covering such matters as are customarily covered by comfort letters as such
Underwriter and Stockholder may reasonably request, including (x) that the
financial statements included or incorporated by reference in the Registration
Statement or the prospectus, or any amendment or supplement thereof, comply as
to form in all material respects with the applicable accounting requirements of
the Securities Act and (y) as to certain other financial information for the
period ending no more than five business days prior to the date of such letter;
provided, however, that if Parent fails to obtain such comfort
letter, then such Demand Registration will not count as a Demand Registration
for purposes of determining when future Demand Registrations can be requested
by a Stockholder pursuant to Section 2.01; 


          (xi) use
its commercially reasonable efforts to obtain and deliver to each Underwriter
and Stockholder a 10b-5 statement and legal opinion from Parent’s counsel in
customary form and covering such matters as are customarily covered by 10b-5
statements and legal opinions as such Underwriter and Stockholder may
reasonably request; provided, however, that if Parent fails to
obtain such statement or opinion, then such Demand Registration will not count
as a Demand Registration for purposes of determining when future Demand
Registrations can be requested by a Stockholder pursuant to Section 2.01; 


          (xii)
otherwise use its commercially reasonable efforts to comply with all applicable
rules and regulations of the SEC, and make generally available to its security
holders, within the required time period, an earnings statement (which need not
be audited) covering a period of 12 months beginning with the first fiscal
quarter after the effective date of the Registration Statement relating to such
Registrable Securities (as the term “effective date” is defined in Rule 158(c)
under the Securities Act), which earnings statement will satisfy the provisions
of Section 11(a) of the Securities Act and Rule 158 thereunder or any successor
provisions thereto; and 


          (xiii)
use its commercially reasonable efforts to cause such Registrable Securities to
be listed or quoted on the NYSE or, if Parent Common Stock is not then listed
on the NYSE, then on any other securities exchange or national quotation system
on which similar securities issued by Parent are listed or quoted. 





          (b)
In connection with the Registration Statement relating to such Registrable
Securities covering an underwritten offering, (i) Parent and Stockholder agree
to enter into a written agreement with each Underwriter selected in the manner
herein provided in such form and containing such provisions as are customary in
the securities business for such an arrangement between such Underwriter and
companies of Parent’s size and investment stature and, to the extent
practicable, on terms consistent with underwriting agreements entered into by
Parent (it being understood that, unless required otherwise by the Securities
Act or any other Law, Parent will not require Stockholder to make any
representation, warranty or agreement in such agreement other than with respect
to Stockholder, the ownership of Stockholder’s securities being registered and
Stockholder’s intended method of disposition) and (ii) Stockholder agrees to
complete and execute all such other documents customary in similar offerings,
including any reasonable questionnaires, powers of attorney, hold-back
agreements, letters and other documents customarily 


-11-






required under
the terms of such underwriting arrangements.
The representations and warranties by, and the other agreements on the
part of, Parent to and for the benefit of such Underwriter in such written
agreement with such Underwriter will also be made to and for the benefit of
Stockholder.  In the event an
underwritten offering is not consummated because any condition to the
obligations under any related written agreement with such Underwriter is not
met or waived in connection with a Demand Registration, and such failure to be
met or waived is not attributable to the fault of Stockholder, such Demand
Registration will not be deemed exercised. 


          SECTION
2.05. Conditions to Offerings. 


          (a)
The obligations of Parent to take the actions contemplated by Section 2.01,
Section 2.02, Section 2.03 and Section 2.04 with respect to an offering of
Registrable Securities will be subject to the following conditions: 




          (i)
Parent may require Stockholder to furnish to Parent such information regarding
Stockholder or the distribution of such Registrable Securities as Parent may
from time to time reasonably request in writing, in each case only as required
by the Securities Act or under state securities or blue sky laws; and 


          (ii)
in any underwritten offering pursuant to Section 2.01 or Section 2.02 hereof,
Stockholder, together with Parent, will enter into an underwriting agreement in
accordance with Section 2.04(b) above with the Underwriter or Underwriters
selected for such underwriting, as well as such other documents customary in
similar offerings. 





          (b)
Stockholder agrees that, upon receipt of any notice from Parent of the
happening of any event of the kind described in Section 2.04(a)(iii) or Section
2.04(a)(iv) hereof or a condition described in Section 2.06 hereof, Stockholder
will forthwith discontinue disposition of such Registrable Securities pursuant
to the Registration Statement covering the sale of such Registrable Securities
until Stockholder’s receipt of the copies of the supplemented or amended
prospectus contemplated by Section 2.04(a)(iii) hereof or notice from Parent of
the termination of the stop order or Deferral Period. 


          SECTION
2.06. Black-out Period. Parent’s obligations pursuant to Section 2.01,
Section 2.02 and Section 2.03 hereof will be suspended if compliance with such
obligations would (a) violate applicable Law or (b) require Parent to disclose
a financing, acquisition, disposition or other corporate development, and the
chief executive officer of Parent has determined, in the good faith exercise of
his reasonable business judgment, that such disclosure is not in the best
interests of Parent or (c) otherwise represent an undue hardship for Parent; provided
that any such suspension pursuant to clause (b) or (c) will not exceed 90 days
and all such suspensions pursuant to clauses (b) and (c) will not exceed 180
days in any 12-month period (the “Deferral Period”).  Parent will promptly give Stockholder
written notice of any such suspension containing the approximate length of the
anticipated delay, and Parent will notify Stockholder upon the termination of
the Deferral Period.  Upon receipt of
any notice from Parent of any Deferral Period, Stockholder shall forthwith
discontinue disposition of the Registrable Securities pursuant to the
Registration Statement relating thereto until Stockholder receives copies of
the supplemented or amended prospectus contemplated hereby or until it is
advised in writing by Parent that the use of the prospectus may be resumed and
has received copies of any additional or supplemented filings that are
incorporated by reference in the prospectus, and, if so directed by Parent,
Stockholder will, and will request the lead Underwriter or Underwriters, if
any, to, deliver to Parent all copies, other than permanent file copies, then
in Stockholder’s or such Underwriter’s or Underwriters’ possession of the
current prospectus covering such Registrable Securities. 


-12-






          SECTION
2.07. Registration Expenses. All fees and expenses incident to Parent’s
performance of or compliance with the obligations of this Article II, including
all fees and expenses of compliance with securities or blue sky laws (including
reasonable fees and disbursements of counsel for any Underwriters in connection
with qualification of Registrable Securities under applicable blue sky laws),
printing expenses, messenger and delivery expenses of Parent, any registration
or filing fees payable under any Federal or state securities or blue sky laws,
the fees and expenses incurred in connection with any listing or quoting of the
securities to be registered on any national securities exchange or automated
quotation system, fees of the National Association of Securities Dealers, Inc.,
fees and disbursements of counsel for Parent, its independent certified public
accountants and any other public accountants who are required to deliver
comfort letters (including the expenses required by or incident to such
performance), transfer taxes, fees of transfer agents and registrars, costs of
insurance and the fees and expenses of other Persons retained by Parent will be
borne by Parent.  Stockholder will bear
and pay any underwriting discounts and commissions applicable to Registrable
Securities offered for its account pursuant to any Registration Statement. 


          SECTION
2.08. Indemnification; Contribution. 


          (a)
In connection with any registration of Registrable Securities pursuant to
Section 2.01, Section 2.02 or Section 2.03 hereof, Parent agrees to indemnify
and hold harmless, to the fullest extent permitted by Law, Stockholder, its
Affiliates, directors, officers and stockholders and each Person who controls
Stockholder within the meaning of either Section 15 of the Securities Act or
Section 20 of the Exchange Act (collectively, the “Indemnified Persons”)
from and against any and all losses, claims, damages, liabilities, judgments,
actions and expenses (including reasonable attorneys’ fees) joint or several
caused by any untrue or alleged untrue statement of material fact contained in
any part of any Registration Statement or any preliminary or final prospectus
used in connection with the Registrable Securities or any Issuer FWP, or any
omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein (in the case of a
prospectus, in the light of the circumstances under which they were made) not
misleading; provided that Parent will not be required to indemnify any
Indemnified Person for any losses, claims, damages, liabilities, judgments,
actions or expenses resulting from any such untrue statement or omission if
such untrue statement or omission was made in reliance on and in conformity
with information with respect to any Indemnified Person furnished to Parent in
writing by Stockholder expressly for use therein.   


          (b)
In connection with any Registration Statement, preliminary or final prospectus,
or Issuer FWP, Stockholder agrees to indemnify Parent, its Directors, its
officers who sign such Registration Statement and each Person, if any, who
controls Parent (within the meaning of either Section 15 of the Securities Act
or Section 20 of the Exchange Act) to the same extent as the foregoing
indemnity from Parent to Stockholder, but only with respect to information with
respect to any Indemnified Person furnished to Parent in writing by Stockholder
expressly for use in such Registration Statement, preliminary or final
prospectus, or Issuer FWP. 


          (c)
In case any claim, action or proceeding (including any governmental
investigation) is instituted involving any Person in respect of which indemnity
may be sought pursuant to Section 2.08(a) or (b), such Person (hereinafter
called the “indemnified party”) will (i) promptly notify the Person
against whom such indemnity may be sought (hereinafter called the “indemnifying
party”) in writing; provided that the failure to give such notice
shall not relieve the indemnifying party of its obligations pursuant to this
Agreement except to the extent such indemnifying party has been prejudiced in
any material respect by such failure; (ii) permit the indemnifying party to
assume the defense of such claim, action or proceeding with counsel reasonably
satisfactory to the indemnified party; and (iii) pay the fees and disbursements
of such counsel related to such claim, action or proceeding.  In any such claim, action or pro-


-13-






ceeding, any
indemnified party will have the right to retain its own counsel, but the fees
and expenses of such counsel will be at the expense of such indemnified party
unless (A) the indemnifying party and the indemnified party have mutually
agreed to the retention of such counsel, (B) the named parties to any such
claim, action or proceeding (including any impleaded parties) include both the
indemnifying party and the indemnified party and the indemnified party has been
advised in writing by counsel, with a copy provided to Parent, that
representation of both parties by the same counsel would be inappropriate due
to actual or potential conflicting interests between them or (C) the
indemnifying party has failed to assume the defense of such claim and employ
counsel reasonably satisfactory to the indemnified party.  It is understood that the indemnifying party
will not, in connection with any claim, action or proceeding or related claims,
actions or proceedings in the same jurisdiction, be liable for the reasonable
fees and expenses of more than one separate firm of attorneys (in addition to
any local counsel at any time for all such indemnified parties) and that all
such reasonable fees and expenses will be reimbursed reasonably promptly
following a written request by an indemnified party stating under which clause
of (A) through (C) above reimbursement is sought and delivery of documentation
of such fees and expenses.  In the case
of the retention of any such separate firm for the indemnified parties, such
firm will be designated in writing by the indemnified parties.  The indemnifying party will not be liable
for any settlement of any claim, action or proceeding effected without its
written consent (which consent shall not be unreasonably withheld), but if such
claim, action or proceeding is settled with such consent or if there has been a
final judgment for the plaintiff, the indemnifying party agrees to indemnify
the indemnified party from and against any loss or liability by reason of such
settlement or judgment.  No indemnifying
party will, without the prior written consent of the indemnified party, effect
any settlement of any pending or threatened proceeding in respect of which any
indemnified party is or could have been a party and indemnity could have been
sought hereunder by such indemnified party, unless such settlement includes an
unconditional release of such indemnified party from all liability on claims
that are the subject matter of such proceeding. 


          (d)
If the indemnification provided for in this Section 2.08 from the indemnifying
party is unavailable to an indemnified party hereunder in respect of any
losses, claims, damages, liabilities, judgments, actions or expenses referred
to in this Section 2.08, then the indemnifying party, in lieu of indemnifying
such indemnified party, will contribute to the amount paid or payable by such
indemnified party as a result of such losses, claims, damages, liabilities,
judgments, actions or expenses (i) in such proportion as is appropriate to
reflect the relative fault of the indemnifying party and indemnified party in
connection with the actions that resulted in such losses, claims, damages,
liabilities or expenses, as well as any other relevant equitable
considerations, or (ii) if the allocation provided by clause (i) is not
permitted by applicable Law, in such proportion as is appropriate to reflect
not only the relative fault referred to in clause (i) but also the relative
benefit of Parent, on the one hand, and Stockholder, on the other, in
connection with the statements or omissions that resulted in such losses,
claims, damages, liabilities, judgments, actions or expenses, as well as any
other relevant equitable considerations.
The relative fault of such indemnifying party and indemnified party will
be determined by reference to, among other things, whether any action in
question, including any untrue or alleged untrue statement of a material fact
or omission or alleged omission to state a material fact, has been taken by, or
relates to information supplied by, such indemnifying party or indemnified
party, and the parties’ relative intent, knowledge, access to information and
opportunity to correct or prevent such action.
The amount paid or payable by a party as a result of the losses, claims,
damages, liabilities and expenses referred to above will be deemed to include,
subject to the limitations set forth in Section 2.08(c), any legal or other
fees or expenses reasonably incurred by such party in connection with any
investigation or proceeding. 


          (e)
The parties agree that it would not be just and equitable if contribution
pursuant to Section 2.08(d) were determined by pro rata allocation or by any
other method of allocation that does not take into account the equitable
considerations referred to in Section 2.08(d). No Person guilty of


-14-






“fraudulent
misrepresentation” (within the meaning of Section 11(f) of the Securities Act)
will be entitled to contribution from any Person who was not guilty of such
fraudulent misrepresentation.
Notwithstanding the provisions of this Section 2.08(e), Stockholder
shall not be required to contribute, in the aggregate, any amount in excess of
the amount by which the net proceeds received by Stockholder with respect to
the Registrable Securities exceed the greater of (A) the amount paid by
Stockholder for its Registrable Securities and (B) the amount of any damages
which Stockholder has otherwise been required to pay by reason of such untrue
or alleged untrue statement or omission or alleged omission.  Each Stockholder’s obligation to contribute
pursuant to this Section 2.08 is several in proportion to the respective number
of Registrable Securities held by such Stockholder hereunder and not joint. 


          (f) For
purposes of this Section 2.08, each controlling person of a Stockholder shall
have the same rights to contribution as such Stockholder, and each officer,
Director and Person, if any, who controls Parent within the meaning of Section
15 of the Securities Act or Section 20(a) of the Exchange Act shall have the
same rights to contribution as Parent, subject in each case to the limitations
set forth in the immediately preceding paragraph.  Any party entitled to contribution will, promptly after receipt
of notice of commencement of any action, suit or proceeding against such party
in respect of which a claim for contribution may be made against another party
or parties under this Section 2.08, notify such party or parties from whom
contribution may be sought, but the omission to so notify such party or parties
shall not relieve the party or parties from who contribution may be sought from
any obligation it or they may have under this Section 2.08 or otherwise except
to the extent that it has been prejudiced in any material respect by such
failure.  No party shall be liable for
contribution with respect to any action or claim settled without its written
consent; provided, however, that such written consent was not
unreasonably withheld. 


          (g)
If indemnification is available under this Section 2.08, the indemnifying party
will indemnify each indemnified party to the full extent provided in Sections
2.08(a) and (b) without regard to the relative fault of said indemnifying party
or indemnified party or any other equitable consideration provided for in
Section 2.08(d) or (e). 


          SECTION
2.09. Rule 144. For so long as Parent is subject to the requirements of
Section 13, 14 or 15(d) of the Exchange Act, Parent agrees that it will timely
file the reports required to be filed by it under the Securities Act and the
Exchange Act and it will take such further action as Stockholder reasonably may
request, all to the extent required from time to time to enable Stockholder to
sell Registrable Securities within the limitation of the exemptions provided by
(a) Rule 144 under the Securities Act, as such rule may be amended from time to
time, or (b) any similar rule or regulation hereafter adopted by the SEC. 


          SECTION
2.10. Lockup. If and to the extent requested by the lead Underwriter of
an underwritten offering of Equity Securities of Parent, Parent and Stockholder
agree not to effect, and to cause their respective Affiliates not to effect,
except as part of such registration, any offer, sale, pledge, transfer or other
distribution or disposition or any agreement with respect to the foregoing of
the issue being registered or offered, as applicable, or of a similar security
of Parent, or any securities into which such Equity Securities are convertible,
or any securities convertible into, or exchangeable or exercisable for, such
Equity Securities, including a sale pursuant to Rule 144 under the Securities
Act, during a period of up to seven days prior to, and during a period of up to
90 days after, the effective date of such registration, as reasonably requested
by the lead Underwriter.  The lead
Underwriter shall give Parent and Stockholder prior notice of any such request.



SECTION 2.11. Termination
of Registration Rights. This Article II (other than Sections 2.07, 2.08 and
2.09) will terminate on the date on which all shares of Parent Common Stock
subject


-15-






to this
Agreement cease to be Registrable Securities.
Section 2.09 will terminate on the date on which all shares of Parent
Common Stock subject to this Agreement may be sold pursuant to Rule 144(k). 


          SECTION
2.12. Specific Performance. Stockholder, in addition to being entitled
to exercise all rights provided herein or granted by law, including recovery of
liquidated or other damages, will be entitled to specific performance of its
rights under this Agreement.  Parent
agrees that monetary damages would not be adequate compensation for any loss
incurred by reason of a breach by it of the provisions of this Agreement and
hereby agrees to waive the defense in any action for specific performance that
a remedy at law would be adequate. 


          SECTION
2.13. Other Registration Rights. Parent (a) has not granted and will not
grant to any third party any registration rights inconsistent with any of those
contained herein and (b) has not entered into and will not enter into any
agreement that will impair its ability to perform its obligations under this
Article II, so long as any of the registration rights under this Agreement
remain in effect.  If Parent provides
Tengelmann with the right to require Parent to file a shelf registration
statement pursuant to Rule 415 under the Securities Act for resales of
securities held by Tengelmann, then Stockholder shall have the right to require
a shelf registration statement to register all of Stockholder’s Registrable
Securities on substantially the same terms and conditions as provided to
Tengelmann. 


ARTICLE III


STANDSTILL, ACQUISITIONS OF SECURITIES AND
OTHER MATTERS


          SECTION
3.01. Acquisitions of Common Stock. Until the Standstill Expiration
Date, without the prior approval of the Board, Stockholder shall not, nor shall
it permit its controlled and/or controlling Affiliates or General Partners to,
purchase or otherwise acquire, offer to acquire or agree to acquire, directly
or indirectly, beneficial ownership of Parent Common Stock or any other Equity
Security of Parent such that, after giving effect to any such acquisition and
the exercise, conversion or exchange of any Equity Security, Stockholder would
be the beneficial owner of in excess of 9.9% of the outstanding Parent Common
Stock (excluding any Parent Common Stock received or acquired, or that may be
received or acquired, by Stockholder pursuant to the exercise of the Roll-over
Warrants in accordance with their terms), except by way of stock splits, stock
dividends, reclassifications, recapitalizations or other distributions by Parent
to all holders of Parent Common Stock or due to stock repurchases or
redemptions by Parent. 


          SECTION
3.02. No Participation in a Group or Solicitation of Proxies. Except for
actions permitted by, or taken in compliance with, Section 3.01 and its exercise
of rights pursuant to the provisions of this Agreement, Stockholder agrees
that, prior to the Standstill Expiration Date, it will not, nor shall it permit
its controlled and/or controlling Affiliates or General Partners to, without
the prior approval of the Board, directly or indirectly: 




      (a)
propose to enter into, or seek, make or take any action to solicit or knowingly
initiate or encourage any offer or proposal for or any indication of interest
in, any extraordinary corporate transaction (including any Business Combination
or dissolution) involving Parent or any Subsidiary thereof or propose or
attempt to acquire or effect control of Parent or any Subsidiary thereof or
take any action that would require, or for the purpose of requiring, Parent or
any Subsidiary thereof to make a public announcement regarding the possibility
of any such extraordinary corporate transaction; 





-16-








          (b)
make, or in any way participate, directly or indirectly, in, any “solicitation”
of “proxies” to vote or in any “election contest” (as such terms are used in
the proxy rules of the Exchange Act), or agree or announce an intention to vote
with any Person undertaking a “solicitation”, or seek to advise or influence
any Person or 13D Group with respect to the voting of, any Voting Stock of
Parent or any Subsidiary thereof, or make any proposal to be voted upon by
holders of Voting Stock; 


          (c)
form, join, encourage the formation of or in any way engage in discussions
relating to the formation of, or in any way participate in, any 13D Group
(other than with any other Stockholder or its Permitted Transferees) with
respect to any Voting Stock of Parent or any Subsidiary thereof, including
pursuant to any voting agreement or trust; 


          (d)
seek representation on the Board of Directors or to remove any member of the
Board of Directors or otherwise act, alone or in concert with others, to seek
to control or influence the identity, size or actions of management or the
Board of Directors or policies or practices of Parent or any Subsidiary
thereof, including through oral or written communication with management or
other stockholders or through public statements; 


          (e)
request Parent or any of its Representatives or propose or otherwise seek,
directly or indirectly, to amend or waive any provision of this Section 3.02
(including this clause (e)); or 


          (f)
disclose any intention, plan or arrangement inconsistent with the foregoing or
advise, finance or knowingly assist or encourage any other Persons in
connection with the foregoing or enter into any discussions, negotiations,
arrangements, understandings or agreements with any Third Party (other than any
Person that would be a Permitted Transferee) with respect to any of the
foregoing. 





ARTICLE IV


RESTRICTIONS ON TRANSFERABILITY OF SECURITIES


          SECTION
4.01. General. 


          (a)
Until the second anniversary of the Standstill Expiration Date, Stockholder
shall not make or solicit any Sale of, or create, incur or assume any Encumbrance
with respect to, and shall cause each of its controlled Affiliates not to make
or solicit any Sale of, or create, incur or assume any Encumbrance with respect
to, Equity Securities now owned or hereafter acquired by Stockholder or its
controlled Affiliates (collectively, the “Covered Securities”); provided,
however, that Stockholder or any of its controlled Affiliates may make
or solicit a Sale of any of the Covered Securities (other than the Roll-over
Warrants): 




       (i)
to a Permitted Transferee of Stockholder (subject, in the case of a Sale to a
controlled Affiliate, to compliance with Section 4.01(c) hereof); 


       (ii)
to Tengelmann or any of its Affiliates; 


       (iii)
to Parent or a Subsidiary of Parent; 


       (iv)
               pursuant to Article II of
this Agreement, so long as any Underwriter purchasing the Covered Securities or
otherwise facilitating such Sale agrees that the Covered Securities shall 





-17-








be distributed
pursuant to the limitations set forth in Section 4.01(b) (in which case any
restrictive legends pursuant to Section 4.03(a) shall be removed by Parent); 


          (v)
in one or more block trades with a financial institution, so long as any
financial institution purchasing the Covered Securities or otherwise facilitating
such Sale agrees that the Covered Securities shall be distributed pursuant to
the limitations set forth in Section 4.01(b) (in which case any restrictive
legends pursuant to Section 4.03(a) shall be removed by Parent); 


          (vi)
pursuant to any Business Combination, tender or exchange offer to acquire
Parent Common Stock or any other extraordinary transaction that (A) was not
solicited by Stockholder or any of its Affiliates; (B) is for 100% of the
outstanding Parent Common Stock; (C) includes a majority tender or approval
condition; and (D) includes a statement of intention to pay the same or higher
consideration in a back-end merger; 


          (vii)
pursuant to any Business Combination, tender or exchange offer to acquire
Parent Common Stock or other extraordinary transaction that (A) the Board has
recommended; (B) was proposed or made by or on behalf of Tengelmann or any of
its Affiliates; or (C) has been accepted by holders of a majority of the shares
of Parent Common Stock outstanding (other than those owned by Stockholder), but
only after all material conditions with respect to such combination or offer
(other than any such condition that can be satisfied only at the closing of
such offer) have been satisfied or irrevocably waived by the offeror; 


          (viii)
pursuant to Rule 144 or Rule 145 under the Securities Act; 


          (ix)
pursuant to any foreclosure on the Covered Securities (including, in the case
of this clause (ix), the Roll-over Warrants) by any broker-dealer, bank or other
financial institution for the benefit of which an Encumbrance permitted by the
following proviso has been created, incurred or assumed and regarding which the
right of first refusal set forth in such proviso has not been exercised; and 


          (x)
pursuant to any hedging transaction designed to protect against fluctuations in
value of Covered Securities (including, in the case of this clause (x), the
Roll-over Warrants) not for the purposes of circumventing the restrictions on
transfer set forth in this Agreement; 





and provided,
further, that Stockholder may create, incur or assume any Encumbrance with
respect to pledges of Covered Securities (including the Roll-over Warrants) in
connection with any margin loan or other extensions of credit from a broker-dealer,
bank or other financial institution and not entered into with the purpose of
circumventing the provisions of this Section 4.01 so long as the pledgee agrees
that, prior to any foreclosure on the Covered Securities by it, it shall afford
Parent notice, and the opportunity within two Trading Days following delivery
of notice to Parent, to exercise a right of first refusal to purchase such
Covered Securities for cash at Fair Market Value (such cash to be paid by or on
behalf of Parent no later than the fifth Trading Day following delivery of
notice to Parent of an intent to dispose of such Covered Securities). In the event Parent does not exercise its
right of first refusal within two Trading Days of delivery of notice to it, the
pledgee may immediately Sell any Covered Securities without restriction.  


          (b)
No Sale of Covered Securities pursuant to Section 4.01(a)(iv) or (v) or
pursuant to Section 4.01(a)(viii) that is not conducted as a broker’s
transaction shall be effective if (i) made to any Person or 13D Group (in each
case that has a statement on Schedule 13D with respect to Parent in effect), in
any single or series of related transactions, such that, after giving effect to
such Sale, such Person or 


-18-






13D Group
would have beneficial ownership of Parent Common Stock representing more than
9.9% of the Voting Power of Parent’s outstanding capital stockor (ii) the Voting Power of the shares
sold to any such Person or 13D Group exceeds 5.0% of the Voting Power of
Parent’s outstanding Voting Stock. 


          (c)
No Sale of Covered Securities to a controlled Affiliate of Stockholder shall be
effective until such time as such controlled Affiliate has executed and
delivered to Parent, as a condition precedent to such Sale, an instrument or
instruments, reasonably acceptable to Parent, confirming that such controlled
Affiliate agrees to be bound by all obligations of Stockholder hereunder.  Stockholder shall not transfer control of
any of its controlled Affiliates to any Person that is not also a controlled
Affiliate of Stockholder if such transfer would directly or indirectly result
in a Sale of Covered Securities in violation of the provisions of this Section
4.01. 


          SECTION
4.02. Improper Sale or Encumbrance. Any attempt not in compliance with
this Agreement to make any Sale of, or create, incur or assume any Encumbrance
with respect to, any Covered Securities shall be null and void and of no force
and effect, the purported transferee shall have no rights or privileges in or with
respect to Parent, and Parent shall not give any effect in Parent’s stock
records to such attempted Sale or Encumbrance. 


          SECTION
4.03. Restrictive Legend.


          (a)
Each certificate evidencing the Covered Securities shall be stamped or otherwise
imprinted with a legend in substantially the following form (in addition to any
legends required by agreement or by applicable securities laws): 




          THE
SECURITIES EVIDENCED HEREBY ARE SUBJECT TO CERTAIN RESTRICTIONS UNDER THE TERMS
OF THE STOCKHOLDER AGREEMENT DATED AS OF MARCH 4, 2007, AS AMENDED FROM TIME TO
TIME, BETWEEN THE ISSUER AND THE HOLDER HEREOF AND MAY NOT BE OFFERED, SOLD,
TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT IN ACCORDANCE WITH THE TERMS OF
THAT AGREEMENT. 




          (b)
Stockholder consents to Parent’s making a notation on its records and giving
instructions to any transfer agent of its capital stock in order to implement
the restrictions on transfer established in this Agreement. 


          (c)
Parent shall, at the request of Stockholder, remove from each certificate
evidencing Parent Common Stock transferred in compliance with the terms of
Section 4.01 and with respect to which no rights or obligations under this
Agreement shall transfer, the legend described in Section 4.03(a), and shall
remove from each certificate evidencing such securities any Securities Act
legend if, at the request of Parent, Stockholder provides, at its expense, an
opinion of counsel satisfactory to Parent that the securities evidenced thereby
may be transferred without the imposition of any such legend. 


ARTICLE V


MISCELLANEOUS


          SECTION
5.01. Adjustments. References to numbers of shares and to sums of money
contained herein will be adjusted to account for any reclassification,
exchange, substitution, combination, stock split or reverse stock split of the
shares. 


          SECTION
5.02. Notices. All notices, requests, claims, demands and other
communications under this Agreement will be in writing and will be deemed given
(i) when delivered, if delivered 


-19-






in person,
(ii) when sent by facsimile (provided the facsimile is promptly confirmed by
telephone confirmation thereof), (iii) when sent by email (provided the email
is promptly confirmed by telephone confirmation thereof) or (iv) two business
days following sending by overnight delivery by an internationally recognized
overnight courier, in each case to the respective parties at the following
addresses (or at such other address for a party as will be specified in a
notice given in accordance with this Section 5.02):  


If to any of
the Stockholders, to: 



9130 W. Sunset Boulevard 

Los Angeles, California 90069 

Attn: Robert P. Bermingham, Esq.

Fax: (310) 789-1791 

Email: legal@yucaipco.com 


with a copy
to: 



Munger, Tolles & Olson LLP 

355 South Grand Avenue, 35th Floor 

Los Angeles, California  90071 

Attn: Sandra A. Seville-Jones, Esq. 

Fax: (213) 683-5126 

Email: sandra.seville-jones@mto.com 


If to Parent
or Merger Sub, to: 



The Great Atlantic & Pacific Tea Company, Inc. 

Two Paragon Drive 

Montvale, New Jersey 07645 

Attn:   Allan Richards 

Fax: (201) 571-4106 

Email: richarda@aptea.com 


with a copy
to: 



Cahill Gordon & Reindel LLP

80 Pine Street 

New York, New York  10005 

Attn: Kenneth W. Orce, Esq.

Fax: (212) 269-5420 

Email:   korce@cahill.com 


          SECTION
5.03. Reasonable Efforts; Further Actions. The parties hereto each will
use  commercially reasonable efforts to
take or cause to be taken all action and to do or cause to be done all things
necessary, proper or advisable under applicable Laws and regulations to
consummate and make effective the transactions contemplated by this Agreement
as promptly as practicable. 


          SECTION
5.04. Consents. The parties hereto will cooperate with each other in
filing any necessary applications, reports or other documents with, giving any
notices to, and seeking any con-


-20-







sents from, all regulatory
bodies and all Governmental Entities and all Third Parties as may be required
in connection with the consummation of the transactions contemplated by this
Agreement. 


          SECTION
5.05. Expenses. Each party to this Agreement shall pay its own expenses
incurred in connection with this Agreement. 


          SECTION
5.06. Termination of Management Services Agreement. Stockholder hereby
acknowledges and agrees to the termination effective as of the Effective Date
(as defined in the Merger Agreement) of the Management Services Agreement dated
as of March 23, 2005, between the Company and Yucaipa Advisors, LLC, pursuant
to Section 7.3 thereof in accordance with Section 7.2(g) of the Merger
Agreement. 


SECTION 5.07. Amendments;
Waivers 


          .(a)
No provision of this Agreement may be amended or waived unless such amendment
or waiver is in writing and signed, in the case of an amendment, by the parties
hereto or, in the case of a waiver, by the party against whom the waiver is to be
effective. 


          (b)
The failure of either party to this Agreement to assert any of its rights under
this Agreement or otherwise will not constitute a waiver of such rights nor
will any single or partial exercise by either party to this Agreement of any of
its rights under this Agreement preclude any other or further exercise of such
rights or any other rights under this Agreement. The rights and remedies herein
provided will be cumulative and not exclusive of any rights or remedies
provided by Law or otherwise. 


          SECTION
5.08. Interpretation. When a reference is made in this Agreement to an
Article, a Section, a subsection or a Schedule, such reference will be to an
Article, a Section, a subsection or a Schedule of this Agreement unless otherwise
indicated. The headings contained in this Agreement are for reference purposes
only and will not affect in any way the meaning or interpretation of this
Agreement. Whenever the words “include,” “includes” and “including” are used in
this Agreement, they will be deemed to be followed by the words “without
limitation.” The words “hereof,” “herein” and “hereunder” and words of similar
import when used in this Agreement will refer to this Agreement as a whole and
not to any particular provision of this Agreement. The words “date hereof” will
refer to the date of this Agreement. The term “or” is not exclusive. The word
“extent” in the phrase “to the extent” will mean the degree to which a subject
or other thing extends, and such phrase will not mean simply “if.” The
definitions contained in this Agreement are applicable to the singular as well
as the plural forms of such terms. Any agreement or instrument defined or
referred to herein or in any agreement or instrument that is referred to herein
means such agreement or instrument as from time to time amended, modified or
supplemented. References to a Person are also to its permitted successors and
assigns. 


          SECTION
5.09. Severability. If any term or other provision of this Agreement is
invalid, illegal or incapable of being enforced by any rule or Law, or public
policy, all other conditions and provisions of this Agreement will nevertheless
remain in full force and effect so long as the economic or legal substance of
the transactions contemplated hereby is not affected in any manner materially
adverse to either party. Upon such determination that any term or other
provision is invalid, illegal or incapable of being enforced, the parties will
negotiate in good faith to modify this Agreement so as to effect the original
intent of the parties as closely as possible in an acceptable manner to the end
that the purpose of this Agreement is fulfilled to the fullest extent possible.



-21-






          SECTION
5.10. Counterparts. This Agreement may be executed in one or more
counterparts, all of which will be considered one and the same agreement, and
will become effective when one or more counterparts have been signed by each of
the parties and delivered to the other party. 


          SECTION
5.11. Entire Agreement; No Third-Party Beneficiaries. This Agreement
constitutes the entire agreement, and supersedes all prior agreements and
understandings, both written and oral, between the parties with respect to the
subject matter hereof and is not intended to and does not confer upon any
Person other than the parties any rights or remedies. 


          SECTION
5.12. Governing Law. This Agreement will be governed by, and construed
in accordance with, the Laws of the State of Maryland, regardless of the Laws
that might otherwise govern under applicable principles of conflicts of laws
thereof. The parties declare that it is their intention that this Agreement
will be regarded as made under the laws of the State of Maryland and that the
laws of the State of Maryland will be applied in interpreting its provisions in
all cases where legal interpretation will be required, except to the extent the
Maryland Corporations and Associations Code is specifically required by such
code to govern the interpretation of this Agreement. 


          SECTION
5.13. Assignment. Neither this Agreement nor any of the rights,
interests or obligations under this Agreement will be assigned, in whole or in
part, by either of the parties without the prior written consent of the other
party. Any purported assignment without such prior written consent will be
void. Subject to the preceding sentences, this Agreement will be binding upon,
inure to the benefit of, and be enforceable by, the parties and their
respective successors and assigns. 


          SECTION
5.14. Enforcement. The parties agree that irreparable damage would occur
in the event that any provision of this Agreement were not performed in
accordance with its specific terms or were otherwise breached. It is
accordingly agreed that the parties will be entitled to an injunction or
injunctions to prevent breaches of this Agreement and to enforce specifically
the terms and provisions of this Agreement in the Supreme Court for the State
of New York sitting in New York County or the United States District Court of
the Southern District of New York, or in each case any appellate court thereof,
without the necessity of proving the inadequacy of money damages as a remedy,
this being in addition to any other remedy to which they are entitled at law or
in equity. In addition, each of the parties (a) irrevocably and unconditionally
consents to submit itself and its property to the non-exclusive jurisdiction of
the Supreme Court for the State of New York sitting in New York County and of
the United States District Court of the Southern District of New York, and in
each case any appellate court thereof, in the event any dispute arises out of
this Agreement, or for recognition or enforcement of any judgment; (b) agrees
that it will not attempt to deny or defeat such exclusive jurisdiction by
motion or other request for leave from any such court; (c) irrevocably and
unconditionally waives (and agrees not to plead or claim) any objection to the
laying of venue, or the defense of an inconvenient forum to the maintenance, of
any action, suit or proceeding arising out of or relating to this Agreement, or
for recognition or enforcement of any judgment; (d) agrees that it will not
bring any action arising out of or relating to this Agreement, or for
recognition or enforcement of any judgment, in any court other than the Supreme
Court of the State of New York sitting in New York County or the United States
District Court for the Southern District of New York, or in each case any
appellate court thereof; and (e) waives any right to trial by jury with respect
to any action related to or arising out of this Agreement, or for recognition
or enforcement of any judgment. Each of the parties hereto agrees that a final
judgment in any such action or proceeding will be conclusive and may be
enforced in other jurisdictions by suit on the judgment or in any other manner
provided by Law. Each of the parties to this Agreement irrevocably consents to
service of process in the manner provided for notices in Section 5.02. Nothing
in this Agreement will affect the right of either party to this Agreement to
serve process in any other manner permitted by Law. 


-22-






          SECTION
5.15. Effectiveness. Except for this Section 5.15 and Sections 5.02,
5.05, 5.07, 5.08, 5.09, 5.10, 5.11, 5.12, 5.13 and 5.14, which shall become
effective as of the date hereof, this Agreement will become effective only at
the Effective Time. 


          SECTION
5.16. Termination; Survival. Notwithstanding anything to the contrary
contained in this Agreement, this Agreement will automatically terminate if the
Merger Agreement is terminated in accordance with its terms and shall
thereafter be null and void, except that Article I and this Article V will
survive any such termination indefinitely. Nothing in this Section 5.16 will be
deemed to release either party from any liability for any willful and material
breach of this Agreement or to impair the right of either party to compel
specific performance by the other party of its obligations under this
Agreement. 


          SECTION
5.17. No Joint and Several Liability. Notwithstanding anything to the
contrary in this Agreement, all representations, warranties, covenants,
liabilities and obligations under this Agreement are several, and not joint, to
each Stockholder, and no Stockholder will be liable for any breach, default,
liability or other obligation of the other Stockholders party to this
Agreement. 


          SECTION
5.18. No Liability of Partners. Notwithstanding anything that may be
expressed or implied in this Agreement, Parent acknowledges and agrees that (i)
notwithstanding that certain of the Stockholders below may be partnerships, no
recourse hereunder or under any documents or instruments delivered by any
Stockholders in connection herewith may be had against any officer, agent or
employee of any Stockholders or any partner, member or stockholder of any
Stockholder or any director, officer, employee, partner, affiliate, member,
manager, stockholder, assignee or representative of the foregoing (any such
person or entity, a “Representative”), whether by the enforcement of any
judgment or assessment or by any legal or equitable proceeding, or by virtue of
any statute, regulation or other applicable law, and (ii) no personal liability
whatsoever will attach to, be imposed on or otherwise be incurred by any
Representative under this Agreement or any documents or instruments delivered
in connection herewith or for any claim based on, in respect of or by reason of
such obligations or by their creation.  


-23-






          IN
WITNESS WHEREOF, the parties hereto have executed this Stockholder Agreement as
of the day and year first above written. 


	
 

	
 

	
 

	
 


	
 

	
THE GREAT
  ATLANTIC & PACIFIC TEA COMPANY, INC.


	
 

	
 

	
 


	
 

	
By:

	
/s/ Allan
  Richards


	
 

	
 

	



	
 

	
 

	
Name:

	
Allan
  Richards


	
 

	
 

	
Title:

	
Senior Vice
  President, Human Resources,


	
 

	
 

	
 

	
Labor
  Relations, Legal Services & Secretary





S-1






	
 

	
 

	
 

	
 


	
 

	
YUCAIPA
  CORPORATE INITIATIVES FUND I, LP


	
 

	
 

	
 


	
     
	
    By:
	
    Yucaipa Corporate Initiatives Fund I, LLC

	
     
	
    Its:
	
    General Partner

	
     
	 
	
     

	
 

	


	
            /s/ Robert
  P. Bermingham


	
 

	
 

	



	
 

	
 

	
Name: 

	
Robert P.
  Bermingham


	
 

	
 

	
Title: 

	
Vice
  President


	
 

	
 

	
 


	
 

	
YUCAIPA
  AMERICAN ALLIANCE FUND I, LP


	
 

	
 

	
 


	
     
	
    By:
	
    Yucaipa American Alliance Fund I, LLC

	
     
	
    Its:
	
    General Partner

	
     
	 
	
     

	
 

	


	
            /s/ Robert
  P. Bermingham


	
 

	
 

	



	
 

	
 

	
Name: 

	
Robert P.
  Bermingham


	
 

	
 

	
Title: 

	
Vice
  President


	
 

	
 

	
 


	
 

	
YUCAIPA
  AMERICAN ALLIANCE (PARALLEL) FUND I, LP


	
 

	
 

	
 


	
     
	
    By:
	
    Yucaipa American Alliance Fund I, LLC

	
     
	
    Its:
	
    General Partner

	
     
	 
	
     

	
 

	
 

	
            /s/ Robert
  P. Bermingham


	
 

	
 

	



	
 

	
 

	
Name: 

	
Robert P.
  Bermingham


	
 

	
 

	
Title: 

	
Vice President





S-2






SCHEDULE I


	
 


	
STOCKHOLDER
NAME 


	
 


	
 


	
Yucaipa
  Corporate Initiatives Fund I, LP


	
Yucaipa
  American Alliance Fund I, LP


	
Yucaipa
  American Alliance (Parallel) Fund I, LP





Sch I-1






SCHEDULE II


	
 


	
INVESTMENT
  BANKS


	
 


	
 


	
Banc of
  America Securities LLC


	
Citigroup
  Global Markets Inc.


	
Deutsche
  Bank Securities Inc.


	
Goldman
  Sachs & Co.


	
J.P. Morgan
  Securities Inc.


	
Lehman
  Brothers Inc.


	
Merrill
  Lynch, Pierce, Fenner & Smith Incorporated


	
UBS
  Securities LLC





Sch II-1