Exhibit 4.1 





AMENDED
AND RESTATED

WARRANT
AGREEMENT


Dated
as of March 4, 2007


among


The
Great Atlantic & Pacific Tea Company, Inc.


and


The
Investors Identified Herein









AMENDED
AND RESTATED


WARRANT
AGREEMENT


          AMENDED
AND RESTATED WARRANT AGREEMENT (the “Agreement”) dated as of  March
4, 2007 among The Great Atlantic & Pacific Tea Company, Inc., a Maryland
corporation (the “Company”), and the investors identified on the
signature pages hereof, or their registered permitted assigns (the “Investors”).


RECITALS


          WHEREAS,
pursuant to that certain Warrant Agreement, dated as of June 9, 2005 (the “Pathmark
Warrant Agreement”), by and among Pathmark, Inc., a Delaware corporation (“Pathmark”),
and the Investors, Pathmark issued to the Investors (i) a series of warrants (the
“Exchanged Series A Warrants”) to purchase an aggregate of 10,060,000
shares of the common stock, $.01 par value per share, of Pathmark (the “Pathmark
Common Stock”) at an exercise price of $8.50 per share and (ii) a series of
warrants (the “Exchanged Series B Warrants” and, together with the
Exchanged Series A Warrants, the “Exchanged Warrants”) to purchase an
aggregate of 15,046,350 shares of Pathmark Common Stock at an exercise price of
$15.00 per share.


          WHEREAS,
the Company and Pathmark have entered into that certain Agreement and Plan of
Merger of even date herewith (the “Merger Agreement”), pursuant to
which, among other things, a wholly owned subsidiary of the Company will merge
with and into Pathmark (the “Merger”) and each share of Pathmark Common
Stock issued and outstanding at the time of the Merger shall be converted into
the right to receive $9.00 in cash and .12963 shares of the common stock, $1.00
par value per share, of the Company (the “Common Stock”).


          WHEREAS,
Section 3.3(b) of the Merger Agreement provides that, at the Effective Time (as
defined in the Merger Agreement), the Company shall issue warrants to purchase
Common Stock to the holders of the Exchanged Warrants on the terms and subject
to the conditions set forth herein.


          WHEREAS,
at the Effective Time, the Company has agreed to issue, and the Investors have
agreed to accept, in each case on the terms and subject to the conditions set
forth herein, (i) in exchange for the Exchanged Series A Warrants, Series A
Warrants (the “Series A Warrants”) to purchase an aggregate of 4,657,378
shares of Common Stock (subject to adjustment) at an exercise price of $18.36
per share (subject to adjustment) and (ii) in exchange for the Exchanged Series
B Warrants, Series B Warrants (the “Series B Warrants” and, together
with the Series A Warrants, the “Warrants”) to purchase an aggregate of 6,965,858
shares of Common Stock (subject to adjustment) at an exercise price of $32.40
per share (subject to adjustment).  The
shares of Common Stock issuable on exercise of the Warrants are referred to
herein as the “Warrant Shares.”


          WHEREAS,
the Warrants will be exercisable solely on a net (i.e., “cashless”) basis.








          WHEREAS,
subject to the terms of this Agreement, in lieu of issuing Warrant Shares, the
Company, in its sole discretion, shall be entitled to settle all or any portion
of exercised Warrants in cash.


AGREEMENT


          NOW,
THEREFORE, in consideration of the premises and the mutual agreements herein
set forth, the parties hereto agree as follows:


          SECTION
1. Issuance.  At the
Effective Time, the Company will issue and deliver certificates evidencing the
Warrants (the “Warrant Certificates”) to the Investors.  Upon the issuance and delivery thereof, Pathmark
shall be released from any and all of its obligations under the Pathmark
Warrant Agreement with respect to the Exchanged Warrants.


          SECTION
2. Warrant Certificates.  The
Warrant Certificates evidencing the Series A Warrants will be issued substantially
in the form of Exhibit A hereto.
The Warrant Certificates evidencing the Series B Warrants will be issued
substantially in the form of Exhibit B hereto.  The Warrant Certificates shall be in registered form only, shall
be dated the date of issuance by the Company and may have such additional
notations, legends and endorsements as required by law, or the rules and
regulations of applicable stock exchanges.


          SECTION
3. Execution of Warrant Certificates.  Warrant Certificates shall be signed on behalf of the Company by
its Chairman of the Board or its Chief Executive Officer, President or a Vice
President.  Each such signature upon the
Warrant Certificates may be in the form of a facsimile signature of the present
or any future Chairman of the Board, Chief Executive Officer, President or Vice
President, and may be imprinted or otherwise reproduced on the Warrant Certificates
and for that purpose the Company may adopt and use the facsimile signature of
any person who shall have been Chairman of the Board, Chief Executive Officer,
President or Vice President, notwithstanding the fact that at the time the Warrant
Certificates shall be delivered or disposed of he shall have ceased to hold
such office.  Each Warrant Certificate
shall also be manually signed on behalf of the Company by its Secretary or an
Assistant Secretary under its corporate seal.
The seal of the Company may be in the form of a facsimile thereof and
may be impressed, affixed, imprinted or otherwise reproduced on the Warrant
Certificates.


          SECTION
4. Registration.  The
Company shall number and register the Warrant Certificates in a register as
they are issued.  The Company may deem
and treat the registered holder(s) of the Warrant Certificates (the “Holders”)
as the absolute owner(s) thereof (notwithstanding any notation of ownership or
other writing thereon made by anyone) for all purposes and shall not be affected
by any notice to the contrary.  The
Warrants shall be registered initially in such name or names as the Investors
shall designate.


          SECTION
5. Restrictions on Transfer; Registration of Transfers and Exchanges.  The Warrants (and any Warrant Shares issued
upon the exercise of the Warrants) shall not be transferable except in accordance
with the terms of that certain Stockholders’ Agreement of even date herewith by
and among the Investors and the Company (the “Stockholders’ Agreement”).


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          Prior
to any proposed transfer of any Warrants, the transferring Holder will deliver
to the Company a Certificate of Transfer in the form attached to the Warrant
Certificate and, if so requested by the Company, such other information
relating to the proposed transfer and the identity of the proposed transferee
as the Company may reasonably request in order to confirm that the Warrants may
be sold or otherwise transferred in the manner proposed.  Upon original issuance thereof, and until
such time as the same shall have been registered under the United States
Securities Act of 1933, as amended (the “Securities Act”) or sold
pursuant to Rule 144 promulgated thereunder (or any similar rule or regulation),
each Warrant Certificate and any certificates evidencing Warrant Shares shall
bear any legend required pursuant to the Stockholders’ Agreement unless, in the
opinion of qualified counsel, such legend is no longer required by the
Securities Act.


          The
Company shall from time to time, subject to compliance with the applicable provisions
of the Stockholders’ Agreement, register the transfer of any outstanding
Warrant Certificates in a Warrant register to be maintained by the Company upon
surrender thereof accompanied by a written instrument or instruments of
transfer in form satisfactory to the Company, duly executed by the registered
Holder or Holders thereof or by the duly appointed legal representative thereof
or by a duly authorized attorney.  Upon
any such registration of transfer, a new Warrant Certificate shall be issued to
the transferee(s) and the surrendered Warrant Certificate shall be canceled and
disposed of by the Company.


          Warrant
Certificates may be exchanged at the option of the Holder(s) thereof, when surrendered
to the Company at its office for another Warrant Certificate or other Warrant
Certificates of like series and tenor and representing in the aggregate a like
number of Warrants.  Warrant
Certificates surrendered for exchange shall be canceled and disposed of by the
Company.


          SECTION
6. Warrants; Exercise of Warrants.
Subject to the terms of this Agreement, each Holder shall have the
right, which may be exercised at any time or from time to time during the
applicable Exercise Period (as defined below) to receive from the Company, that
number (the “Gross Number”) of fully paid and nonassessable Warrant Shares (and
such other consideration) which the Holder may at the time be entitled to
receive upon the exercise of such Warrants, less that number of Warrant Shares equal
to the quotient of (a) the product of (i) the Gross Number and (ii) the
Exercise Price (as defined below) then in effect for such Warrants and (b) the Market
Price of the Warrant Shares on the business day immediately preceding the date
the Warrants are presented for exercise.
The exercise price for each Series A Warrant (the “Series A Exercise
Price”) shall initially be $18.36 per share, subject to adjustment pursuant
to the terms hereof.  The exercise price
for each Series B Warrant (the “Series B Exercise Price”) shall
initially be $32.40 per share, subject to adjustment pursuant to the terms
hereof.  Each of the Series A Exercise
Price and the Series B Exercise Price may be referred to herein generically as
an “Exercise Price.”  For the
avoidance of doubt, Warrants may be exercised solely on a net basis in the
manner set forth in the immediately preceding sentence, and no Investor shall
be required, or permitted, to pay any cash in connection with the exercise of
Warrants.  Each Warrant not exercised
during the Exercise Period shall become void and all rights thereunder and all
rights in respect thereof under this Agreement shall cease as of such
time.  No adjustments as to dividends
will be made upon exercise of the Warrants, except as otherwise expressly
provided herein.


-3-






          The
Series A Warrants shall be exercisable for a period (the “Series A Exercise
Period”) commencing on their date of issuance and expiring at 5:00 p.m.,
New York time, on June 9, 2008.  The
Series B Warrants shall be exercisable for a period (the “Series B Exercise
Period” and, together with the Series A Exercise Period, an “Exercise
Period”) commencing on their date of issuance and expiring at 5:00 p.m.,
New York time, on June 9, 2015.
Notwithstanding the foregoing or anything else in this Agreement to the
contrary, until June 9, 2014, no Series B Warrant shall be exercisable to the
extent that such exercise, when taken together with all other exercises of
Series B Warrants during the twelve (12) months immediately preceding such exercise,
would result in more than fifty-percent (50%) of the aggregate Series B
Warrants issued to Investors having been exercised during such twelve (12)
month period, unless the exercise of such Series B Warrant is (i) in connection
with or following a Change of Control Event (as defined below) or (ii) pursuant
to the exercise by the Holders, as part of a single transaction and on a single
date, of all Series B Warrants then outstanding (the “100% Series B Warrant
Exercise”).


          As
used herein, “Change of Control Event” shall mean (i) the acquisition of
an interest in the Company by means of any transaction or series of related
transactions (including, without limitation, any reorganization, merger or
consolidation) as a result of which the holders of shares of Common Stock
immediately prior to the commencement of such transaction or series of transactions
hold less than fifty percent (50%) of the ordinary voting power (on a fully
diluted basis) of the surviving or acquiring entity; (ii) the sale to a third
party that is not a subsidiary of the Company of all, or substantially all, of
the Company’s consolidated assets in any single transaction or series of
related transactions; (iii) any voluntary or involuntary dissolution,
liquidation or winding up of the Company; or (iv) any transaction or series of
related transactions (including, without limitation, any reorganization, merger
or consolidation) as a result of which any “person” (as that term is used in
Section 13(d)(3) of the Exchange Act) becomes the beneficial owner, directly or
indirectly, of a greater number of shares of Common Stock or other voting securities
representing the votes entitled to be cast generally in the election of
directors of the Company or the surviving or acquiring entity in any such
transaction (as the case may be) than Teal and its Affiliates, collectively,
beneficially own.


          A
Warrant may be exercised upon surrender to the Company (at its office address
set forth in Section 13 hereof) of the Warrant Certificate(s) to be
exercised with the form of election to exercise attached thereto duly filled in
and signed.


          Subject
to the provisions of Section 7 hereof, on or prior to the twentieth (20th)
business day after exercise and surrender of Warrant Certificates, the Company
shall issue and cause to be delivered with all reasonable dispatch to the
Holder and in the name of the Holder a certificate or certificates for the
number of full Warrant Shares issuable upon the exercise of such Warrants (and
such other consideration as may be deliverable upon exercise of such Warrants)
together with cash for fractional Warrant Shares as provided in Section 11.  If the exercise is settled by the issuance
of Warrant Shares, then such certificate or certificates shall be deemed to
have been issued and the Holder shall be deemed to have become a holder of
record of such Warrant Shares as of the date of the surrender of such Warrant
Certificates, irrespective of the date of delivery of such certificate or certificates
for Warrant Shares.


-4-






          Except
as otherwise expressly set forth in this Agreement, each Warrant shall be
exercisable during the Exercise Period, at the election of the Holder thereof,
either in full or from time to time in part and, in the event that fewer than
all of the Warrants represented by a Warrant Certificate are exercised at any
time prior to the date of expiration of the Warrants, a new certificate
evidencing the remaining Warrant or Warrants will be issued and delivered
pursuant to the provisions of this Section and of Section 3 hereof.


          All
Warrant Certificates surrendered upon exercise of Warrants shall be cancelled
and disposed of by the Company.  The
Company shall keep copies of this Agreement and any notices given or received
hereunder available for inspection by the Holders during normal business hours
at its office.


          In
lieu of issuing Warrant Shares upon exercise of Warrants as set forth above
(together with such other consideration as may be deliverable upon exercise of
such Warrants), the Company, in its sole discretion, shall be entitled to
settle all or any portion of exercised Warrants in cash on or prior to the
twentieth (20th) business day after the exercise and surrender of the Warrant
Certificates.


          The
amount of cash or other consideration issuable or deliverable upon the exercise
of Warrants shall be (i) the Market Prices of the number of Warrant Shares otherwise
to be issued pursuant to the first paragraph of this Section 6 or other
consideration to be paid in settlement of any Warrant for the business day immediately
preceding the date that the applicable Warrants are exercised and surrendered or
(ii) in the case of consideration issuable or deliverable upon the exercise of
Warrants for which there is no Market Price, the Current Market Value (as
defined below) of such consideration.


          Notwithstanding
the foregoing, in connection with a 100% Series B Exercise, the Company may
elect, by written notice delivered to the Holder at any time during such twenty
(20) business day settlement period, to defer the settlement of up to
fifty-percent (50%) of the exercised Series B Warrants for up to one (1) year
from the date of such exercise; provided, however, that the deferred
portion of such settlement (i) shall thereafter be payable only in cash and
(ii) shall accrue interest at a rate equal to the U.S. prime rate, as the same
may be published under “Money Rates” in The Wall Street Journal from time to time,
from and including the twentieth (20th) business day following the date
of exercise of such Series B Warrants until but excluding the date payment of
the deferred portion of such settlement, together with all interest accrued
thereon, is received by the Holder (the deferred portion of such settlement,
together with all interest accrued thereon, “Deferred Cash Amount”).  If the Company determines to pay the
Deferred Cash Amount, in whole or in part, on a date (an “Early Payment Date”)
other than the first (1st) anniversary of such 100% Series B Warrant Exercise,
it will so notify the Holder in writing (a “Payment Notice”) at least
twenty (20) business days prior to the Early Payment Date, and upon delivery of
such Payment Notice, will be irrevocably bound to pay the Deferred Cash Amount
on such Early Payment Date.


          SECTION
7. Payment of Taxes.  The
Company will pay all documentary stamp taxes and other governmental charges
(excluding all foreign, federal or state income, franchise, property, estate, inheritance,
gift or similar taxes) in connection with the issuance or delivery of the
Warrant Certificates hereunder, as well as all such taxes attributable to the
initial issuance or 


-5-






delivery of any Warrant Shares upon the exercise of
Warrants.  The Company shall not,
however, be required to pay any tax that may be payable in respect of any
subsequent transfer of the Warrants or any transfer involved in the issuance
and delivery of Warrant Shares in a name other than that in which the Warrants
to which such issuance relates were registered, and, if any such tax would
otherwise be payable by the Company, no such issuance or delivery shall be made
unless and until the person requesting such issuance has paid to the Company the
amount of any such tax, or it is, established to the reasonable satisfaction of
the Company that any such tax has been paid.


          SECTION
8. Mutilated or Missing Warrant Certificates.  If any Warrant Certificate or certificate evidencing
Warrant Shares shall be mutilated, lost, stolen or destroyed, the Company shall
issue, in exchange and substitution therefor and upon cancellation of the
mutilated Warrant Certificate or other certificate, or in lieu of and
substitution for the Warrant Certificate or other certificate lost, stolen or
destroyed, a new Warrant Certificate or other certificate of like tenor and
representing an equivalent number of Warrants or Warrant Shares.  


          SECTION
9. Reservation of Warrant Shares.
The Company shall at all times reserve and keep available, free from preemptive
rights, out of the aggregate of its authorized but unissued Common Stock or its
authorized and issued Common Stock held in its treasury, for the purpose of
enabling it to satisfy any obligation to issue the Warrant Shares upon exercise
of the Warrants, the maximum number of shares of Common Stock which may then be
deliverable upon the exercise of all outstanding Warrants.


          The
Company or, if appointed, the transfer agent for the Common Stock and each
transfer agent for any shares of the Company’s capital stock issuable upon the
exercise of any of the Warrants (collectively, the “Transfer Agent”)
will be irrevocably authorized and directed at all times to reserve such number
of authorized shares as shall be required for such purpose.  The Company shall keep a copy of this
Agreement on file with the Transfer Agent.
The Company will supply the Transfer Agent with duly executed
certificates for such purposes and will provide or otherwise make available all
other consideration that may be deliverable upon exercise of the Warrants.  The Company will furnish such Transfer Agent
a copy of all notices of adjustments and certificates related thereto,
transmitted to each Holder pursuant to Section 12 hereof.


          The
Company covenants that all the Warrant Shares and other capital stock issued
upon exercise of the Warrants will, upon issue, be validly authorized and
issued, fully paid, nonassessable, free of preemptive rights and free from all
taxes, liens, charges and security interests with respect to the issue thereof.


          The
Company shall from time to time take all action which may be necessary or appropriate
so that the Common Stock issuable upon conversion of the Warrant Shares
following an exercise of the Warrants, will be listed on the principal
securities exchanges and markets within the United States of America, if any,
on which other shares of the same class of Common Stock of the Company are then
listed.


          SECTION 10. Adjustment
of Exercise Price and Number of Warrant Shares Issuable.  The Exercise Price and the number of shares
of Common Stock issuable upon the exercise of each Warrant (the “Warrant
Number”) are subject to adjustment from time to time 


-6-






upon the
occurrence of the events enumerated in, or as otherwise provided in, this Section
10.  The Warrant Number is initially
one. 


	
 

	
 


	
 

	
          (a)
  Adjustment for Change in Capital Stock


	
 

	
 


	
 

	
If the
  Company: 


	
 

	
 


	
 

	
                    (1)
  pays a dividend or makes a distribution on its Common Stock in shares of its
  Common Stock; 


	
 

	
 


	
 

	
                    (2)
  subdivides or reclassifies its outstanding shares of Common Stock into a
  greater number of shares; 


	
 

	
 


	
 

	
                    (3)
  combines or reclassifies its outstanding shares of Common Stock into a
  smaller number of shares; 


	
 

	
 


	
 

	
                    (4)
  makes a distribution on its Common Stock in shares of its capital stock other
  than its Common Stock; or 


	
 

	
 


	
 

	
                    (5)
  issues by reclassification of its Common Stock any shares of its capital
  stock; 





then the Exercise
Price in effect immediately prior to such action shall be proportionately
adjusted so that the holder of any Warrant thereafter exercised may receive the
aggregate number and kind of shares of capital stock of the Company which he or
it would have owned immediately following such action if such Warrant had been
exercised immediately prior to such action. 


          The
adjustment shall become effective immediately after the record date in the case
of a dividend or distribution and immediately after the effective date in the
case of a subdivision, combination or reclassification. 


          If
after an adjustment a holder of a Warrant upon exercise of it may receive
shares of two or more classes of capital stock of the Company, the Company
shall determine the allocation of the adjusted Exercise Price between the
classes of capital stock.  After such
allocation, the exercise privilege and the Exercise Price of each class of
capital stock shall thereafter be subject to adjustment on terms comparable to
those applicable to Common Stock in this Section. 


          Such
adjustment shall be made successively whenever any event listed above shall
occur.  If the occurrence of any event
listed above results in an adjustment under subsections (b) or (c) below, no further
adjustment shall be made under this subsection (a). 


                    (b)
Adjustment for Rights Issue


If the Company
distributes any rights, options or warrants (whether or not immediately
exercisable) to all holders of its Common Stock entitling them to purchase
shares of Common Stock at a price per share less than the Current Market Value
per share upon exercise 


-7-






within 60 days
after the record date relating to such distribution, the Exercise Price shall
be adjusted in accordance with the formula: 


	
 

	
 

	
 

	
 


	
O
  +     N x P  

	
 


	
E'   =     E     x                    M   

	
 


	
O
  + N  

	
 








	
 

	
 

	
 

	
 


	
where:

	
 

	
 

	
 


	
 

	
 

	
 

	
 


	
 

	
E'

	
=

	
the adjusted
  Exercise Price.


	
 

	
 

	
 

	
 


	
 

	
E

	
=

	
the then
  current Exercise Price.


	
 

	
 

	
 

	
 


	
 

	
O

	
=

	
the number
  of shares of Common Stock outstanding on the record date for any such
  distribution.


	
 

	
 

	
 

	
 


	
 

	
N

	
=

	
the number
  of additional shares of Common Stock issuable upon exercise of such rights,
  options or warrants.


	
 

	
 

	
 

	
 


	
 

	
P

	
=

	
the exercise
  price per share of such rights, options or warrants.


	
 

	
 

	
 

	
 


	
 

	
M

	
=

	
the Current
  Market Value per share of Common Stock on the record date for any such
  distribution.





          The
adjustment shall be made successively whenever any such rights, options or
warrants are issued and shall become effective immediately after the record date
for the determination of stockholders entitled to receive the rights, options
or warrants.  If at the end of the
period during which such rights, options or warrants are exercisable, not all
rights, options or warrants shall have been exercised, the Exercise Price shall
be immediately readjusted to what it would have been if “N” in the above
formula had been the number of shares actually issued.  No adjustment shall be required under this
subsection (b) if  at the time of such
distribution the Company makes the same distribution to Holders of Warrants as
it makes to holders of shares of Common Stock pro rata based on the number of
shares of Common Stock for which such Warrants are exercisable.  No adjustment shall be made pursuant to this
subsection (b) which shall have the effect of decreasing the number of Warrant
Shares purchasable upon exercise of each Warrant. 


                    (c)
Adjustment for Other Distributions


          If
the Company distributes to all holders of its Common Stock (i) any evidences of
indebtedness of the Company or any of its subsidiaries, (ii) any cash or other
assets of the Company or any of its subsidiaries, (iii) shares of its capital
stock or any other properties or securities or (iv) any rights, options or
warrants to acquire any of the foregoing or to acquire any other securities of
the Company (the items described in the foregoing clauses (i)-(iv) being
collectively referred to as the “Consideration”), the Exercise Price
shall be adjusted in accordance with the formula: 


-8-






E' = E x M - F


	
 

	
 

	
 

	
 


	
where:

	
 

	
 

	
 


	
 

	
 

	
 

	
 


	
 

	
E'

	
=

	
the adjusted
  Exercise Price.


	
 

	
 

	
 

	
 


	
 

	
E

	
=

	
the then
  current Exercise Price.


	
 

	
 

	
 

	
 


	
 

	
M

	
=

	
the Current
  Market Value per share of Common Stock on the record date mentioned below.


	
 

	
 

	
 

	
 


	
 

	
F

	
=

	
the fair
  market value on the record date mentioned below of the Consideration
  distributable to the holder of one share of Common Stock.





          The
adjustment shall be made successively whenever any such distribution is made
and shall become effective immediately after the record date for the
determination of stockholders entitled to receive the distribution.  If an adjustment is made pursuant to this
subsection (c) as a result of the issuance of rights, options or warrants and
at the end of the period during which any such rights, options or warrants are
exercisable, not all such rights, options or warrants shall have been
exercised, the Exercise Price shall be immediately readjusted as if “F” in the
above formula was the fair market value on the record date of the indebtedness
or assets actually distributed upon exercise of such rights, options or
warrants divided by the number of shares of Common Stock outstanding on the
record date.  No adjustment shall be
required under this subsection (c) if
at the time of such distribution the Company makes the same distribution
to Holders of Warrants as it makes to holders of shares of Common Stock pro
rata based on the number of shares of Common Stock for which such Warrants are
exercisable. No adjustment shall be made pursuant to this subsection (c) which
shall be have the effect of decreasing the number of Warrant Shares purchasable
upon exercise of each Warrant.


          This
subsection does not apply to any distribution referred to in subsection (a) of
this Section 10 or to rights, options or warrants referred to in subsection (b)
of this Section 10.


                    (d)
Current Market Value


          “Current
Market Value” per share of Common Stock or of any other security (herein
collectively referred to as a “Security”) at any date shall be:


	
 

	
 


	
 

	
          (1)
  if the Security is registered under the Exchange Act, the average of the
  daily Market Prices for each business day during the period commencing 5
  business days before such date and ending on the date one day prior to such
  date or, if the Security has been registered under the Exchange Act for less
  than 5 consecutive business days before such date, then the average of the
  daily Market Prices for all of the business days before such date for which
  daily Market Prices are available. If the Market Price is not determinable
  for at least 10





-9-






	
 

	
 


	
 

	
business
  days in such period, the Current Market Value of the Security shall be
  determined as if the Security was not registered under the Exchange Act; or 


	
 

	
 


	
 

	
          (2)
  if the Security is not registered under the Securities Exchange Act of 1934,
  as amended (the “Exchange Act”), (i) the value of the Security
  determined in good faith by the Board of Directors of the Company and
  certified in a board resolution, based on the most recently completed arm’s
  length transaction between the Company and a person other than an Affiliate
  of the Company in which such determination is necessary and the closing of
  which occurs on such date or shall have occurred within the six months
  preceding such date, (ii) if no such transaction shall have occurred on such
  date or within such six-month period, the value of the Security most recently
  determined as of a date within the six months preceding such date by an
  Independent Financial Expert or (iii) if neither clause (i) nor (ii) is
  applicable, the value of the Security determined as of such date by an
  Independent Financial Expert. 





          The
“Market Price” for any Security on each business day means:  (A) if such Security is listed or admitted
to trading on any securities exchange, the closing price, regular way, on such
day on the principal exchange on which such Security is traded, or if no sale
takes place on such day, the average of the closing bid and asked prices on
such day, (B) if such Security is not then listed or admitted to trading on any
securities exchange, the last reported sale price on such day, or if there is
no such last reported sale price on such day, the average of the closing bid
and the asked prices on such day, as reported by a reputable quotation source
designated by the Company, or (C) if neither clause (A) nor (B) is applicable,
the average of the reported high bid and low asked prices on such day, as
reported by a reputable quotation service, or a newspaper of general circulation
in the Borough of Manhattan, City of New York, customarily published on each
business day, designated by the Company.
If there are no such prices on a business day, then the Market Price
shall not be determinable for such business day. 


          “Independent
Financial Expert” shall mean a nationally recognized investment banking
firm designated by the Company and reasonably acceptable to the Holders of a
majority of the Warrants (i) that does not (and whose directors, officers,
employees and Affiliates do not) have a direct or indirect material financial
interest in the Company, (ii) that has not been, and, at the time it is called
upon to serve as an Independent Financial Expert under this Agreement is not
(and none of whose directors, officers, employees or Affiliates is) a promoter,
director or officer of the Company, (iii) that has not been retained by the
Company or any Holder or Affiliate of a Holder for any purpose, other than to
perform an equity valuation, within the preceding twelve months, and (iv) that,
in the reasonable judgment of the Board of Directors of the Company, is
otherwise qualified to serve as an independent financial advisor.  Any such person may receive customary
compensation and indemnification by the Company for opinions or services it
provides as an Independent Financial Expert. 


          “Affiliate”
shall mean, with respect to any person, any other person directly or indirectly
controlling or controlled by or under direct or indirect common control with
such person.  For the purposes of this
definition, “control,” when used with respect to any person, means the
power to direct the management and policies of such person, directly or
indirectly, 


-10-






whether
through the ownership of voting securities, by contract or otherwise; and the
terms “controlling” and “controlled” have meanings correlative to
the foregoing. 


                    (e)
When De Minimis Adjustment May Be Deferred


          No
adjustment in the Exercise Price need be made unless the adjustment would
require an increase or decrease of at least 1% in the Exercise Price.  No adjustment in the Warrant Number need be
made unless the adjustment would require an increase or decrease of at least
0.5% in the Warrant Number.  Any
adjustments that are not made shall be carried forward and taken into account
in any subsequent adjustment, provided
that no such adjustment shall be deferred beyond the date on which a Warrant is
exercised. 


          All
calculations under this Section 10 shall be made to the nearest 1/1000th
of a share. 


                    (f)
When No Adjustment Required


          If
an adjustment is made upon the establishment of a record date or issuance date
for a distribution or issuance subject to subsections (a), (b) or (c) hereof
and such distribution or issuance is subsequently cancelled, the Exercise Price
then in effect shall be readjusted, effective as of the date when the Board of
Directors determines to cancel such distribution, to that which would have been
in effect if such record date had not been fixed. 


                    (g)
Notice of Adjustment


          Whenever
the Exercise Price or the Warrant Number is adjusted, the Company shall provide
the notices required by Section 12 hereof. 


                    (h)
When Issuance or Payment May Be Deferred


          In
any case in which this Section 10 shall require that an adjustment in the
Exercise Price and Warrant Number be made effective as of a record date for a
specified event, the Company may elect to defer until the occurrence of such
event (i) issuing to the Holder of any Warrant exercised after such record date
the Warrant Shares and other capital stock of the Company, if any, issuable
upon such exercise over and above the Warrant Shares and other capital stock of
the Company, if any, issuable upon such exercise on the basis of the Warrant
Number prior to such adjustment, and (ii) paying to such Holder any amount in
cash in lieu of a fractional share pursuant to Section 11; provided, however,
that the Company shall deliver to such Holder a due bill or other appropriate
instrument evidencing such Holder’s right to receive such additional Warrant
Shares, other capital stock and cash upon the occurrence of the event requiring
such adjustment. 


                    (i)
Reorganizations


          In
case of any capital reorganization, other than in the cases referred to in Sections
10(a), (b) or (c) hereof, or the consolidation or merger of
the Company with or into another corporation (other than a merger or
consolidation which does not result in any reclassification of the outstanding
shares of Common Stock into shares of other stock or other 


-11-






securities or
property) (collectively such actions being hereinafter referred to as “Reorganizations”),
there shall thereafter be deliverable upon exercise of any Warrant (in lieu of
the number of shares of Common Stock theretofore deliverable) the number of
shares of stock or other securities or property to which a holder of the number
of shares of Common Stock that would otherwise have been deliverable upon the
exercise of such Warrant would have been entitled upon such Reorganization if
such Warrant had been exercised in full immediately prior to such
Reorganization (and assuming, for this purpose, that the Company were not
entitled to settle all or any portion of exercised Warrants in cash as provided
in Section 6 hereof).  In case of
any Reorganization, appropriate adjustment, as determined in good faith by the
Board of Directors of the Company, whose determination shall be described in a
duly adopted resolution certified by the Company’s Secretary or Assistant
Secretary, shall be made in the application of the provisions herein set forth
with respect to the rights and interests of Holders so that the provisions set
forth herein shall thereafter be applicable, as nearly as possible, in relation
to any shares or other property thereafter deliverable upon exercise of
Warrants. 


          The
Company shall not effect any such Reorganization unless prior to or
simultaneously with the consummation thereof the successor corporation (if
other than the Company) resulting from such Reorganization or other appropriate
corporation or entity shall expressly assume, by a supplemental Warrant
Agreement or other acknowledgement executed and delivered to the Holder(s), the
obligation to deliver to each such Holder such shares of stock, securities or
assets as, in accordance with the foregoing provisions, such Holder may be
entitled to purchase, and all other obligations and liabilities under this
Agreement. 


                    (j)
Adjustment in Number of Shares


          Upon
each adjustment of the Exercise Price pursuant to this Section 10, each Warrant
outstanding prior to the making of the adjustment in the Exercise Price shall
thereafter evidence the right to receive that number of shares of Common Stock
(calculated to the nearest thousandth) obtained from the following formula: 


	
 

	
 


	
N'     =     N     x     
  

	
E


	
 

	
E'








	
 

	
 

	
 

	
 


	
where:

	
 

	
 

	
 


	
 

	
 

	
 

	
 


	
 

	
N'

	
=

	
the
  adjustment number of Warrant Shares issuable upon exercise of a Warrant, assuming
  for this purpose that exercise required the payment of the adjusted Exercise
  Price.


	
 

	
 

	
 

	
 


	
 

	
N

	
=

	
the number
  of Warrant Shares previously issuable upon exercise of a Warrant, assuming
  for this purpose that exercise required the payment of the Exercise Price
  prior to adjustment.


	
 

	
 

	
 

	
 


	
 

	
E'

	
=

	
the adjusted
  Exercise Price.


	
 

	
 

	
 

	
 


	
 

	
E

	
=

	
the Exercise
  Price prior to adjustment.





-12-






                    (k)
Form of Warrants 


          Irrespective
of any adjustments in the Exercise Price or the number or kind of shares purchasable
upon the exercise of the Warrants, Warrants theretofore or thereafter issued
may continue to express the same price and number and kind of shares as are
stated in the Warrants initially issuable pursuant to this Agreement.


                    (l)
Adjustments in Other Securities 


          If
as a result of any event or for any other reason, any adjustment is made which
increases the number of shares of Common Stock issuable upon conversion,
exercise or exchange of, or in the conversion or exercise price or exchange
ratio applicable to, any outstanding securities of the Company that are
convertible into, or exercisable or exchangeable for, Common Stock of the
Company, then a corresponding adjustment shall be made hereunder to increase
the number of shares of Common Stock issuable upon exercise of the Warrants,
but only to the extent that no such adjustment has been made pursuant to Sections
10(a), (b) or (c) hereof with respect to such event or for
such other reason.


                    (m)
Tender Offers; Exchange Offers 


          In
the event that the Company or any subsidiary of the Company shall purchase
shares of Common Stock pursuant to a tender offer or an exchange offer for a
price per share of Common Stock that is greater than the then Current Market
Value per share of shares of Common Stock in effect at the end of the trading
day immediately following the day on which such tender offer or exchange offer
expires, then the Company, or such subsidiary of the Company, shall, within
(10) business days of the expiry of such tender offer or exchange offer, offer
to purchase the Warrants for comparable consideration per share of Common Stock
based on the number of shares of Common Stock which the Holders of such
Warrants would receive upon exercise of such Warrants (the “Offer”)
(such amount less the Exercise Price in respect of such share, the “Per
Share Consideration”); provided, however, if a tender offer
is made for only a portion of the outstanding shares of Common Stock, then such
offer shall be made for such shares of Common Stock issuable upon exercise of
the Warrants in the same pro rata proportion; provided, further,
that the Company shall not be required to make such an Offer if the Per Share
Consideration is an amount less than the then-existing Exercise Price per
share.


          The
Offer shall remain open for a period of twenty (20) business days following its
commencement and no longer, except to the extent that a longer period is
required by applicable law (the “Offer Period”).  No later than five (5) business days after
the termination of the Offer Period (the “Purchase Date”), the Company
shall purchase such Warrants for the applicable Per Share Consideration.


                    (n)
Other Events 


          If
any event shall occur as to which the other provisions of this Section 10
are not strictly applicable but the failure to make any adjustment would have
the effect of depriving holders of the benefit of all or a portion of the
exercise rights in respect of any Warrant in accordance with the essential
intent and principles of this Section 10, then, in each such case, the


-13-






Company shall appoint an Independent Financial Expert,
which shall give its opinion upon the adjustment, if any, on a basis consistent
with the essential intent and principles established in this Section 10
necessary to preserve, without dilution, such exercise rights.  Upon receipt of such opinion, the Company
will promptly mail a copy thereof to the Holders and shall make the adjustments
described therein.


                    (o)
Miscellaneous 


          For
purpose of this Section 10 the term “shares of Common Stock”
shall mean (i) shares of any class of stock designated as Common Stock of
the Company at the date of this Agreement, and (ii) shares of any other
class of stock resulting from successive changes or reclassification of such
shares consisting solely of changes in par value, or from par value to no par
value, or from no par value to par value.
In the event that at any time, as a result of an adjustment made pursuant
to this Section 10, the holders of Warrants shall become entitled to
purchase any securities of the Company other than, or in addition to, shares of
Common Stock, thereafter the number or amount of such other securities so
purchasable upon exercise of each Warrant shall be subject to adjustment from
time to time in a manner and on terms as nearly equivalent as practicable to
the provisions with respect to the Warrant Shares contained in subsections (a)
through (n) of this Section 10, inclusive, and the provisions of Sections
6, 7, 9 and 11 with respect to the Warrant Shares or
the Common Stock shall apply on like terms to any such other securities.


          SECTION
11. Fractional Interests.  The
Company shall not issue fractional Warrant Shares on the exercise of the
Warrants.  If more than one Warrant
shall be presented for exercise in full at the same time by the same holder,
the number of full Warrant Shares which shall be issuable upon the exercise
thereof shall be computed on the basis of the aggregate number of the Warrant
Shares purchasable on exercise of the Warrants so presented.  If any fraction of a Warrant Share would, except
for the provisions of this Section 11, be issuable on the exercise of
any Warrants (or specified portion thereof), the Company shall pay an amount in
cash equal to the Market Price of the Warrant Share on the business day
immediately preceding the exercise of such Warrants, multiplied by such
fraction.


          SECTION
12. Notices to Warrant Holders.
Upon any adjustment pursuant to Section 10 hereof, the Company
shall promptly thereafter (i) cause to be filed with the Company a certificate
of an officer of the Company setting forth the Warrant Number and Exercise
Price after such adjustment and setting forth in reasonable detail the method
of calculation and the facts upon which such calculations are based, and
(ii) cause to be given to each of the registered Holders of the Warrant
Certificates at his or its address appearing on the Warrant register written
notice of such adjustments by first class mail, postage prepaid.  Where appropriate, such notice may be given
in advance and included as a part of the notice required to be mailed under the
other provisions of this Section 12.


          In
case:


	
 

	
 


	
 

	
          (a)
  the Company shall authorize the issuance to all holders of shares of Common
  Stock of rights, options or warrants to subscribe for or purchase shares of
  Common Stock or of any other subscription rights or warrants; or





-14-






	
 

	
 


	
 

	
          (b)
  the Company shall authorize the distribution to all holders of shares of
  Common Stock of assets, including, without limitation, cash, evidences of its
  indebtedness, or other securities; or


	
 

	
 


	
 

	
          (c)
  of any reclassification, reorganization, consolidation or merger to which the
  Company is a party and for which approval of any stockholders of the Company
  is required, or of the conveyance or transfer of the properties and assets of
  the Company substantially as an entirety, or of any reclassification or
  change of Common Stock issuable upon exercise of the Warrants (other than a
  change in par value, or from par value to no par value, or from no par value
  to par value, or as a result of a subdivision or combination), or a tender
  offer or exchange offer for shares of Common Stock; or


	
 

	
 


	
 

	
          (d)
  of the voluntary or involuntary dissolution, liquidation or winding up of the
  Company; or


	
 

	
 


	
 

	
          (e)
  the Company proposes to take any action that would require an adjustment to
  the Warrant Number or the Exercise Price pursuant to Section 10
  hereof;





then the Company shall cause to be given to each of
the registered Holders of the Warrant Certificates at his or its address
appearing on the Warrant register, at least 20 days prior to the applicable
record date hereinafter specified, or at least 20 days prior to the date of the
event in the case of events for which there is no record date, by first-class
mail, postage prepaid, a written notice of (i) the date as of which the holders
of record of shares of Common Stock to be entitled to receive any such rights,
options, warrants or distribution are to be determined, or (ii) the
initial expiration date set forth in any tender offer or exchange offer for
shares of Common Stock, or (iii) such reclassification, reorganization,
consolidation, merger, conveyance, transfer, dissolution, the date on which liquidation
or winding up is expected (to the extent reasonably determinable) to become
effective or consummated and the date as of which it is expected (to the extent
reasonably determinable) that holders of record of shares of Common Stock shall
be entitled to exchange such shares for securities or other property, if any,
deliverable thereupon .  The failure to
give the notice required by this Section 12 or any defect therein
shall not affect the legality or validity of any distribution, right, option,
warrant, reclassification, reorganization, consolidation, merger, conveyance,
transfer, dissolution, liquidation or winding up, or the vote upon any action.


          Nothing
contained in this Agreement or in any Warrant Certificate shall be construed as
conferring upon the Holders of Warrants (prior to the exercise of such
Warrants) the right to vote or to consent or to receive notice as stockholders
in respect of the meetings of stockholders or the election of Directors of the
Company or any other matter, or any rights whatsoever as stockholders of the
Company.


          SECTION
13. Notices to the Company and Warrant Holders.  All notices and other communications
provided for or permitted hereunder shall be made by hand delivery, first-class
mail, telex, telecopier, or overnight air courier guaranteeing next day
delivery:


-15-






	
 

	
 


	
 

	
          (a)
  if to the Holders at the addresses provided on the signature pages hereto or
  otherwise reflected in the books and records of the Company from time to
  time; and


	
 

	
 


	
 

	
          (b)
  if to the Company, at Two Paragon Drive, Montvale, New Jersey 07645,
  Attention:  Allan Richards.





All such notices and communications shall be deemed to
have been duly given:  at the time delivered
by hand, if personally delivered; five (5) business days after being deposited
in the mail, postage prepaid, if mailed; when answered back if telexed; when
receipt acknowledged, if telecopied; and the next business day after timely
delivery to the courier, if sent by overnight air courier guaranteeing next day
delivery.  The parties may change the
addresses to which notices are to be given by giving five days’ prior notice of
such change in accordance herewith.


          SECTION
14. Amendments and Supplements.  



	
 

	
 


	
 

	
          (a)
Until such time as this Agreement has become effective pursuant to Section 16
hereof, this Agreement may not be amended, or any provision hereof waived, in
any manner unless such amendment or waiver is in a writing 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 effective.
 


	
 


	
 

	
          (b)
Upon the effectiveness of this Agreement pursuant to Section 16 hereof, the
Company may thereafter from time to time supplement or amend this Agreement
without the approval of any Holders of Warrant Certificates in order to cure
any ambiguity or to correct or supplement any provision contained herein which
may be defective or inconsistent with any other provision herein, or to make
any other provisions in regard to matters or questions arising hereunder which
the Company may deem necessary or desirable and which shall not in any way
adversely affect the interests of the Holders of Warrant Certificates.  An amendment or supplement to this Warrant
Agreement that has an adverse effect on Holders of Warrants shall require the
written consent of the Holders of a majority of the then-outstanding Warrants
excluding Warrants held by the Company.







          SECTION
15. Successors and Assigns.  All
the covenants and provisions of this Agreement by or for the benefit of the
Company shall bind and inure to the benefit of its respective successors and permitted
assigns hereunder.


          SECTION
16. Effectiveness.  Except for
this Section 16 and Sections 13, 14(a), 15, 17(a),
18, 19, 20, 21 and 22 hereof, which shall be
come effective as of the date hereof, this Agreement shall become effective only
upon the Effective Time.


          SECTION
17. Termination.  


-16-






	
 

	
 


	
 

	
          (a)
  Notwithstanding anything to the contrary set forth herein, this Agreement
  will automatically terminate if the Merger Agreement is terminated in
  accordance with its own terms and shall thereafter be null and void.  


	
 

	
 


	
 

	
          (b)
  Upon the effectiveness of this Agreement pursuant to Section 16 hereof, this
  Agreement shall remain in effect until such time as all Warrants have been
  exercised or have expired pursuant to this Agreement.





          SECTION
18. No Rights or Liabilities as Stockholder.  Nothing contained herein shall be construed as conferring upon
any Holder any rights as a stockholder of the Company or as imposing any obligation
on such holder to purchase any securities or as imposing any liabilities on
such holder as a stockholder of the Company, whether such obligation or
liabilities are asserted by the Company or by creditors of the Company.


          SECTION
19. Governing Law.  This
Agreement and each Warrant Certificate issued hereunder shall be deemed to be a
contract made under the laws of the State of New York and for all purposes
shall be construed in accordance with the internal laws of said State.


          SECTION
20. Benefits of This Agreement.
Nothing in this Agreement shall be construed to give to any person or
corporation other than the Company and the registered Holders of the Warrant
Certificates any legal or equitable right, remedy or claim under this
Agreement; but this Agreement shall be for the sole and exclusive benefit of
the Company and the registered Holders of the Warrant Certificates.


          SECTION
21. Construction; Interpretation.
This Agreement shall not be construed for or against any party by reason
of the authorship or alleged authorship of any provision hereof or by reason of
the status of the respective parties.
This Agreement shall be construed reasonably to carry out its intent
without presumption against or in favor of any party.  The natural persons executing this Agreement on behalf of each
party have the full right, power and authority to do and affirm the foregoing
warranty on behalf of each party and on their own behalf.  The captions on sections are provided for
purposes of convenience and are not intended to limit, define the scope of or
aid in interpretation of any of the provisions hereof.  All pronouns and singular or plural
references as used herein shall be deemed to have interchangeably (where the
sense of the sentence requires) a masculine, feminine or neuter, and/or
singular or plural meaning, as the case may be.


          SECTION
22. Counterparts.  This Agreement
may be executed in any number of counterparts and each of such counterparts
shall for all purposes be deemed to be an original, and all such counterparts
shall together constitute but one and the same instrument.


-17-






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


	
 

	
 

	
 

	
 


	
 

	
COMPANY:


	
 

	
 

	
 

	
 


	
 

	
THE GREAT ATLANTIC & PACIFIC TEA

  COMPANY, INC., a Maryland corporation


	
 

	
 

	
 

	
 


	
 

	
 

	
By:

	
/s/ William J. Moss


	
 

	
 

	
 

	



	
 

	
 

	
 

	
Name: William J. Moss


	
 

	
 

	
 

	
Title: Vice President & Treasurer





Amended & Restated Warrant Agreement






	
 

	
 

	
 

	
 


	
 

	
INVESTORS:


	
 

	
 

	
 

	
 


	
 

	
YUCAIPA CORPORATE INITIATIVES FUND I,

  L.P., a Delaware limited partnership


	
 

	
 

	
 

	
 


	
 

	
 

	
By:

	
Yucaipa Corporate Initiatives Fund I, LLC


	
 

	
 

	
Its:

	
General Partner


	
 

	
 

	
 

	
 


	
 

	
 

	
   /s/ Robert P. Bermingham 


	
 

	
 

	



	
 

	
 

	
Name: Robert P. Bermingham


	
 

	
 

	
Title: Vice President


	
 

	
 

	
 

	
 


	
 

	
YUCAIPA AMERICAN ALLIANCE

  (PARALLEL) FUND I, L.P., a Delaware limited

  partnership


	
 

	
 


	
 

	
 

	
By:

	
Yucaipa American Alliance Fund I, LLC


	
 

	
 

	
Its:

	
General Partner


	
 

	
 

	
 

	
 


	
 

	
 

	
   /s/ Robert P. Bermingham 


	
 

	
 

	



	
 

	
 

	
Name: Robert P. Bermingham


	
 

	
 

	
Title: Vice President


	
 

	
 

	
 


	
 

	
YUCAIPA AMERICAN ALLIANCE FUND I,

  L.P., a Delaware limited partnership


	
 

	
 


	
 

	
 

	
By:

	
Yucaipa American Alliance Fund I, LLC


	
 

	
 

	
Its:

	
General Partner


	
 

	
 

	
 

	
 


	
 

	
 

	
   /s/ Robert P. Bermingham 


	
 

	
 

	



	
 

	
 

	
Name: Robert P. Bermingham


	
 

	
 

	
Title: Vice President


	
 

	
 

	
 


	
 

	
Address for Notices to the Investors:

  9130 W. Sunset Boulevard

  Los Angeles, California 90069

  Attention: Robert P. Bermingham










EXHIBIT A


[Form of Series A Warrant Certificate]


THE SECURITIES
EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW
TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF.  SUCH SECURITIES GENERALLY MAY NOT BE SOLD OR
TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR PURSUANT TO AN APPLICABLE
EXEMPTION FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SAID
ACT.


THE SECURITIES
EVIDENCED HEREBY ARE SUBJECT TO CERTAIN RESTRICTIONS UNDER THE TERMS OF THE
STOCKHOLDERS’ AGREEMENT DATED AS OF _______, 2007 (“STOCKHOLDERS’ AGREEMENT”),
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.


	
 

	
 

	
 

	
 


	
No.

	
______     ____  Series A Warrants


	
 

	
 

	
 

	
 





Series A Warrant Certificate


THE GREAT ATLANTIC & PACIFIC TEA COMPANY,
INC.


          This
Warrant Certificate certifies that ___________________, or registered assigns,
is the registered holder of the number of Warrants (the “Warrants”) set
forth above to purchase Common Stock, $1.00 par value (the “Common Stock”),
of The Great Atlantic & Pacific Tea Company, Inc., Inc., a Maryland corporation
(the “Company”).  Each Warrant
entitles the holder upon exercise to receive from the Company that number of
fully paid and nonassessable shares of Common Stock (each, a “Warrant Share”)
(and such other consideration) which the Holder may at the time be entitled to
receive upon the exercise of such Warrants, less that number of Warrant Shares
having an aggregate Market Price (as defined in the Warrant Agreement referred
to hereafter) on the [business day immediately preceding the date] the Warrants
are presented for exercise equal to the aggregate Exercise Price (as defined
below) that would otherwise have been paid by the Holder for the Warrant
Shares.  The exercise price for each
Warrant (the “Exercise Price”) shall initially be [$     ] per share.  For the avoidance of doubt, Warrants may be
exercised solely on a
net basis in the manner set forth in the immediately preceding sentence, and no
holder shall be required, or permitted, to pay any cash in connection with the
exercise of Warrants.  The Warrants may
be exercised only during the Series A Exercise Period (as defined in the
Warrant Agreement).  The Exercise Price
and number of Warrant Shares issuable upon exercise of the Warrants are subject
to adjustment upon the occurrence of certain events, as set forth in the
Warrant Agreement.


A-1






          The
Warrants evidenced by this Warrant Certificate are part of a duly authorized
issue of Series A Warrants, and are issued or to be issued pursuant to an
Amended and Restated Warrant Agreement dated as of _________, 2007 (the “Warrant
Agreement”), duly executed and delivered by the Company, which Warrant
Agreement is hereby incorporated by reference in and made a part of this
instrument and is hereby referred to for a description of the rights,
limitation of rights, obligations, duties and immunities thereunder of the
Company and the holders (the words “holders” or “holder” meaning the registered
holders or registered holder) of the Warrants.
A copy of the Warrant Agreement may be obtained by the holder
hereof upon written request to the Company.


          The
holder of Warrants evidenced by this Warrant Certificate may exercise such Warrants
during the Series A Exercise Period under and pursuant to the terms and
conditions of the Warrant Agreement by surrendering this Warrant Certificate,
with the form of election to exercise set forth hereon (and by this reference
made a part hereof), properly completed and executed at the office of the
Company designated for such purpose.  In
the event that upon any exercise of Warrants evidenced hereby the number of
Warrants exercised shall be less than the total number of Warrants evidenced
hereby, there shall be issued by the Company to the holder hereof or his or its
registered assignee a new Warrant Certificate evidencing the number of Warrants
not exercised.


          The
Warrant Agreement provides that upon the occurrence of certain events the
number of Warrants and the Exercise Price set forth on the face hereof may,
subject to certain conditions, be adjusted.
No fractions of a share of Common Stock will be issued upon the exercise
of any Warrant, but the Company will pay the cash value thereof determined as
provided in the Warrant Agreement.


          Subject
to the conditions set forth the Warrant Agreement, in lieu of issuing Warrant
Shares upon exercise of Warrants as set forth above (together with such other
consideration as may be deliverable upon exercise of such Warrants), the
Company, in its sole discretion at settlement, shall be entitled to settle all
or any portion of exercised Warrants in cash as provided in the Warrant
Agreement.


          The
holders of the Warrants are entitled to certain registration rights with
respect to any Warrant Shares issued in settlement of exercised Warrants.  Said registration rights are set forth in the
Stockholders’ Agreement.  By acceptance
of this Warrant Certificate, the holder hereof agrees that upon issuance of
Warrant Shares in settlement of exercised Warrants evidenced hereby, he or it
will be bound by the Stockholders’ Agreement as a holder of Registrable Securities
thereunder.  A copy of the Stockholders’
Agreement may be obtained by the holder hereof upon written request to the
Company.


          Warrant
Certificates, when surrendered at the office of the Company by the registered
holder thereof in person or by legal representative or attorney duly authorized
in writing, may be exchanged, in the manner and subject to the limitations
provided in the Warrant Agreement, but without payment of any service charge,
for another Warrant Certificate or Warrant Certificates of like tenor
evidencing in the aggregate a like number of Warrants.


A-2






          Subject
to the terms and conditions of the Warrant Agreement and the Stockholders’
Agreement, upon due presentation for registration of transfer of this Warrant
Certificate at the office of the Company a new Warrant Certificate or Warrant
Certificates of like tenor and evidencing in the aggregate a like number of
Warrants shall be issued to the transferee(s) in exchange for this Warrant
Certificate, subject to the limitations provided in the Warrant Agreement,
without charge except for any tax or other governmental charge imposed in
connection therewith.


          The
Company may deem and treat the registered holder(s) thereof as the absolute
owner(s) of this Warrant Certificate (notwithstanding any notation of ownership
or other writing hereon made by anyone), for the purpose of any exercise
hereof, of any distribution to the holder(s) hereof, and for all other
purposes, and the Company shall not be affected by any notice to the
contrary.  Neither the Warrants nor this
Warrant Certificate entitles any holder hereof to any rights of a stockholder
of the Company.


          IN
WITNESS WHEREOF, The Great Atlantic & Pacific Tea Company, Inc. has caused
this Warrant Certificate to be signed by its Chairman of the Board, Chief
Executive Officer, President or Vice President and by its Secretary or
Assistant Secretary and has caused its corporate seal to be affixed hereunto or
imprinted hereon.


	
 

	
 

	
 

	
 

	
 

	
 


	
Dated: ______________, 2007

	
THE GREAT
  ATLANTIC & PACIFIC TEA 

  COMPANY, INC., a Maryland corporation


	
 

	
 

	
 

	
By:

	
 


	
 

	
 

	
 

	
 

	



	
 

	
 

	
 

	
 

	
Name:


	 	
 

	
 

	
 

	
Title:


	 	
 

	
 

	
 

	
 


	 	
 

	
 

	
By:

	
 


	 	
 

	
 

	
 

	



	 	
 

	
 

	
 

	
Name:


	 	
 

	
 

	
 

	
Title:





A-3






FORM OF ELECTION TO EXERCISE


(To Be Executed Upon Exercise Of Warrant)


          The
undersigned holder hereby represents that he or it is the registered holder of
this Warrant Certificate, and hereby irrevocably elects to exercise ________
Warrants represented by this Warrant Certificate, and receive shares of Common
Stock, $1.00 par value, of The Great Atlantic & Pacific Tea Company, Inc.,
and such other consideration, if any, to which the undersigned is entitled upon
such exercise in accordance with the Amended and Restated Warrant Agreement
dated as of _________, 2007 (the “Warrant Agreement”).  This exercise is being effected on a net
basis in the manner provided in the Warrant Agreement and no cash is, or is
required to be, paid in connection with such exercise.  The undersigned requests that (i) a
certificate for shares or other securities issued upon this exercise be
registered in the name of the undersigned or nominee hereinafter set forth, and
further that such certificate be delivered to the undersigned at the address
hereinafter set forth or to such other person or entity as is hereinafter set
forth and (ii) any cash payable to the undersigned upon this exercise be paid
in accordance with the wire transfer instructions hereinafter set forth.  If the number of Warrants exercised is less
than all of the Warrants represented by this Warrant Certificate, the
undersigned requests that a new Warrant Certificate representing the remaining
balance of Warrants be registered in the name of the undersigned or nominee
hereinafter set forth, and further that such certificate be delivered to the
undersigned at the address hereinafter set forth or to such other person or
entity as is hereinafter set forth.


Certificate to be registered as follows:


	
 

	
 

	
 

	
 

	
 


	
 

	
Name:

	
 

	
 


	
 

	
 

	


	
 


	
 

	
Address:     

	
 

	
 


	
 

	
 

	


	
 


	
 

	
 

	
 

	
 


	
 

	
 

	


	
 


	
 

	
 

	
 

	
 


	
 

	
 

	


	
 


	
 

	
 

	
 


	
 

	
         Social
  Security or

	
 


	
 

	
         Taxpayer
  Identification No.:  

	
 


	
 

	
 

	


	
 





Certificate to be delivered as follows:


	
 

	
 

	
 

	
 


	
 

	
Name:

	
 

	
 


	
 

	
 

	


	
 


	
 

	
Address:     

	
 

	
 


	
 

	
 

	


	
 


	
 

	
 

	
 

	
 


	
 

	
 

	


	
 


	
 

	
 

	
 

	
 


	
 

	
 

	


	
 





A-4







	
 

	
 

	
 

	
 

	
 

	
 


	
Date:

	
 

	
 

	
 

	
Signature:

	
 


	

	


	
 

	
 

	
 

	






Cash to be paid as follows:


A-5






EXHIBIT B


[Form of Series B
Warrant Certificate]


THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND HAVE BEEN
ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE
OR DISTRIBUTION THEREOF.  SUCH
SECURITIES GENERALLY MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH
REGISTRATION OR PURSUANT TO AN APPLICABLE EXEMPTION FROM THE REGISTRATION AND
PROSPECTUS DELIVERY REQUIREMENTS OF SAID ACT.


THE SECURITIES EVIDENCED HEREBY ARE SUBJECT TO CERTAIN
RESTRICTIONS UNDER THE TERMS OF THE STOCKHOLDERS’ AGREEMENT DATED AS OF
_______, 2007 (“STOCKHOLDERS’ AGREEMENT”), 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.


	
 

	
 


	
No.__________

	
__________ Series B Warrants





Series B Warrant
Certificate


THE
GREAT ATLANTIC & PACIFIC TEA COMPANY, INC.


          This
Warrant Certificate certifies that ___________________, or registered assigns,
is the registered holder of the number of Warrants (the “Warrants”) set
forth above to purchase Common Stock, $1.00 par value (the “Common Stock”),
of The Great Atlantic & Pacific Tea Company, Inc., a Maryland corporation
(the “Company”).  Each Warrant
entitles the holder upon exercise to receive from the Company that number of
fully paid and nonassessable shares of Common Stock (each, a “Warrant Share”)
(and such other consideration) which the Holder may at the time be entitled to
receive upon the exercise of such Warrants, less that number of Warrant Shares
having an aggregate Market Price (as defined in the Warrant Agreement referred
to hereafter) on the [business day immediately preceding the date] the Warrants
are presented for exercise equal to the aggregate Exercise Price (as defined
below) that would otherwise have been paid by the Holder for the Warrant
Shares.  The exercise price for each
Warrant (the “Exercise Price”) shall initially be [$     ] per share.  For the avoidance of doubt, Warrants may be
exercised solely on a
net basis in the manner set forth in the immediately preceding sentence, and no
holder shall be required, or permitted, to pay any cash in connection with the
exercise of Warrants.  The Warrants may
be exercised only during the Series B Exercise Period (as defined in the
Warrant Agreement).  The Exercise Price
and number of Warrant Shares issuable upon exercise of the Warrants are subject
to adjustment upon the occurrence of certain events, as set forth in the
Warrant Agreement.


B-1






          The
Warrants evidenced by this Warrant Certificate are part of a duly authorized
issue of Series B Warrants, and are issued or to be issued pursuant to an
Amended and Restated Warrant Agreement dated as of _________, 2007 (the “Warrant
Agreement”), duly executed and delivered by the Company, which Warrant
Agreement is hereby incorporated by reference in and made a part of this
instrument and is hereby referred to for a description of the rights, limitation
of rights, obligations, duties and immunities thereunder of the Company and the
holders (the words “holders” or “holder” meaning the registered holders or
registered holder) of the Warrants.
A copy of the Warrant Agreement may be obtained by the holder
hereof upon written request to the Company.


          The
holder of Warrants evidenced by this Warrant Certificate may exercise such Warrants
during the Series B Exercise Period under and pursuant to the terms and
conditions of the Warrant Agreement by surrendering this Warrant Certificate,
with the form of election to exercise set forth hereon (and by this reference
made a part hereof), properly completed and executed at the office of the
Company designated for such purpose.  In
the event that upon any exercise of Warrants evidenced hereby the number of
Warrants exercised shall be less than the total number of Warrants evidenced
hereby, there shall be issued by the Company to the holder hereof or his or its
registered assignee a new Warrant Certificate evidencing the number of Warrants
not exercised.


          The
Warrant Agreement provides that upon the occurrence of certain events the
number of Warrants and the Exercise Price set forth on the face hereof may,
subject to certain conditions, be adjusted.
No fractions of a share of Common Stock will be issued upon the exercise
of any Warrant, but the Company will pay the cash value thereof determined as
provided in the Warrant Agreement.


          Subject
to the conditions set forth the Warrant Agreement, in lieu of issuing Warrant
Shares upon exercise of Warrants as set forth above (together with such other
consideration as may be deliverable upon exercise of such Warrants), the
Company, in its sole discretion at settlement, shall be entitled to settle all
or any portion of exercised Warrants in cash as provided in the Warrant
Agreement.


          The holders
of the Warrants are entitled to certain registration rights with respect to any
Warrant Shares issued in settlement of exercised Warrants.  Said registration rights are set forth in
the Stockholders’ Agreement.  By acceptance
of this Warrant Certificate, the holder hereof agrees that upon issuance of
Warrant Shares in settlement of exercised Warrants evidenced hereby, he or it
will be bound by the Stockholders’ Agreement as a holder of Registrable Securities
thereunder.  A copy of the Stockholders’
Agreement may be obtained by the holder hereof upon written request to the
Company.


          Warrant
Certificates, when surrendered at the office of the Company by the registered
holder thereof in person or by legal representative or attorney duly authorized
in writing, may be exchanged, in the manner and subject to the limitations
provided in the Warrant Agreement, but without payment of any service charge,
for another Warrant Certificate or Warrant Certificates of like tenor
evidencing in the aggregate a like number of Warrants.


B-2






          Subject
to the terms and conditions of the Warrant Agreement and the Stockholders’
Agreement, upon due presentation for registration of transfer of this Warrant
Certificate at the office of the Company a new Warrant Certificate or Warrant
Certificates of like tenor and evidencing in the aggregate a like number of
Warrants shall be issued to the transferee(s) in exchange for this Warrant
Certificate, subject to the limitations provided in the Warrant Agreement,
without charge except for any tax or other governmental charge imposed in
connection therewith.


          The
Company may deem and treat the registered holder(s) thereof as the absolute
owner(s) of this Warrant Certificate (notwithstanding any notation of ownership
or other writing hereon made by anyone), for the purpose of any exercise
hereof, of any distribution to the holder(s) hereof, and for all other
purposes, and the Company shall not be affected by any notice to the contrary.
Neither the Warrants nor this Warrant Certificate entitles any holder hereof to
any rights of a stockholder of the Company.


          IN
WITNESS WHEREOF, The Great Atlantic & Pacific Tea Company, Inc. has caused
this Warrant Certificate to be signed by its Chairman of the Board, Chief
Executive Officer, President or Vice President and by its Secretary or
Assistant Secretary and has caused its corporate seal to be affixed hereunto or
imprinted hereon.


Dated: ________ __, 2007


 


	
 

	
 

	
 


	
 

	
THE GREAT ATLANTIC & PACIFIC TEA

  COMPANY, INC., a Maryland corporation


	
 

	
 


	
 

	
By:

	
 


	
 

	
 

	



	
 

	
 

	
Name:


	
 

	
 

	
Title:


	
 

	
By: 

	
 


	
 

	
 

	



	
 

	
 

	
Name:


	
 

	
 

	
Title:





B-3






FORM OF ELECTION
TO EXERCISE


(To Be Executed
Upon Exercise Of Warrant)


          The
undersigned holder hereby represents that he or it is the registered holder of
this Warrant Certificate, and hereby irrevocably elects to exercise ________
Warrants represented by this Warrant Certificate, and receive shares of Common
Stock, $1.00 par value, of The Great Atlantic & Pacific Tea Company, Inc.,
and such other consideration, if any, to which the undersigned is entitled upon
such exercise in accordance with the Amended and Restated Warrant Agreement
dated as of _________, 2007 (the “Warrant Agreement”). This exercise is
being effected on a net basis in the manner provided in the Warrant Agreement
and no cash is, or is required to be, paid in connection with such exercise.
The undersigned requests that (i) a certificate for shares or other securities
issued upon this exercise be registered in the name of the undersigned or
nominee hereinafter set forth, and further that such certificate be delivered
to the undersigned at the address hereinafter set forth or to such other person
or entity as is hereinafter set forth and (ii) any cash payable to the undersigned
upon this exercise be paid in accordance with the wire transfer instructions
hereinafter set forth. If the number of Warrants exercised is less than all of
the Warrants represented by this Warrant Certificate, the undersigned requests
that a new Warrant Certificate representing the remaining balance of Warrants
be registered in the name of the undersigned or nominee hereinafter set forth,
and further that such certificate be delivered to the undersigned at the
address hereinafter set forth or to such other person or entity as is hereinafter
set forth.


Certificate to be
registered as follows:


 


	
 

	
 

	
 


	
    Name: 


	
 

	



	
Address:


	
 

	



	
 

	
 


	
 

	



	
 

	
 


	
 

	



	
 

	
 


	
          Social
  Security or


	
          Taxpayer
  Identification No.:

	



	
 


	
Certificate to be
  delivered as follows:


	
 


	
 

	
 


	
    Name: 


	
 

	



	
Address:


	
 

	



	
 

	
 


	
 

	



	
 

	
 


	
 

	








	
 

	
 

	
 

	
 

	
 


	
Date:

	
 

	
 

	
Signature:

	
 


	
 

	


	
 

	
 

	






B-4






Cash to be paid as
follows:


B-5