Exhibit 10.1 

PATHMARK STORES, INC.

STOCKHOLDER VOTING AGREEMENT


          STOCKHOLDER
VOTING AGREEMENT, dated as of March 4, 2007 (this “Agreement”), among the stockholders identified on Schedule I
(each,
a “Stockholder”; collectively, the “Stockholders”) and The Great Atlantic &
Pacific Tea Company, Inc., a Maryland corporation (“Parent”).


          WHEREAS,
Parent, Sand Merger Corp., a Delaware corporation and a wholly owned subsidiary
of Parent (“Merger Sub”), and Pathmark Stores, Inc., a Delaware
corporation (the “Company”), have entered into an Agreement and Plan of
Merger (the “Merger Agreement”), dated as of the date of this Agreement,
pursuant to which, on the Closing Date, Merger Sub will merge with and into the
Company (the “Merger”) (capitalized terms not defined herein shall have
the meanings assigned to such terms in the Merger Agreement);


          WHEREAS,
as a condition to their willingness to enter into the Merger Agreement, Parent
and Merger Sub have requested that the Stockholders make certain agreements
with respect to the outstanding shares of Common Stock, par value $.01 per
share (“Shares”), of the Company owned by the Stockholders as set forth
in Schedule I and Shares and shares of other voting securities of the Company
hereafter acquired (including, without limitation, Shares acquired pursuant to
the exercise of the 2005 Warrants) (the “Subject Shares”), upon the
terms and subject to the conditions of this Agreement; and


          WHEREAS,
in order to induce Parent and Merger Sub to enter into the Merger Agreement,
the Stockholders are willing to make certain agreements with respect to the
Subject Shares;


          NOW,
THEREFORE, in consideration of the promises and the mutual covenants and
agreements set forth in this Agreement, the parties agree as follows:


          1. Voting
Agreements; Proxy.


          (a) Subject
to Section (1)(b) below, for so long as this Agreement is in effect, in any
meeting (or any adjournment or postponement thereof) of stockholders of the
Company, and in any action by consent of the stockholders of the Company, each
Stockholder shall vote (or cause to be voted), or, if applicable, give (or
cause to be given) consents with respect to, all of the Subject Shares that are
owned by that Stockholder and are entitled to vote at the meeting or deliver
(or cause to be delivered) a consent, in any such case (i) in favor of the
adoption of the Merger Agreement and the Merger or any other transaction
contemplated by the Merger Agreement, as the Merger Agreement may be modified
or amended from time to time in a manner not adverse to the Stockholders or
with the written consent of the Stockholders, (ii) against any action,
proposal, transaction or agreement which would reasonably be expected to result
in a breach of any covenant, representation, or warranty or any other
obligation or agreement of the Company under the Merger Agreement or of such
Stockholder under this Agreement, and (iii) against any action, proposal,
transaction or agreement that would constitute a Company Proposal or against
any action, proposal, transaction or agreement that would compete with or would
delay, discourage, adversely affect or inhibit the timely consummation of the
Merger. Each Stockholder shall use its best efforts to cast (or cause to be
cast) that Stockholder’s vote or give that Stockholder’s consent in accordance
with the procedures communicated to that Stockholder by the Company relating
thereto so that the vote or consent shall be duly counted for 






purposes of
determining that a quorum is present and for purposes of recording the results
of that vote or consent. 


          (b) Notwithstanding
anything to the contrary in this Agreement, in the event that the aggregate
number of Subject Shares held by the Stockholders exceeds 33.0% of the issued
and outstanding shares of Company Common Stock as of the record date for the
Company Stockholders Meeting (such excess, the “Excess Shares”), then
the provisions of Section 1(a) shall not apply to such Excess Shares.


          (c) Upon
the reasonable written request of Parent, in furtherance of the transactions
contemplated in this Agreement and by the Merger Agreement and in order to
secure the performance of each Stockholder’s obligations under Section 1(a),
each Stockholder shall promptly execute, in accordance with the provisions of
Section 212 of the Delaware General Corporation Law, and deliver to Parent an
irrevocable proxy, substantially in the form attached as Exhibit A, and
irrevocably appoint Parent or its designees, with full power of substitution,
its attorney and proxy to vote, or, if applicable, to give consent with respect
to, all Subject Shares (other than Subject Shares that constitute Excess
Shares) as of the relevant record date with regard to any of the matters
referred to in Section 1(a) at any meeting of the stockholders of the Company,
or in connection with any action by written consent by the stockholders of the
Company. Each Stockholder acknowledges and agrees that this proxy (other than
Subject Shares that constitute Excess Shares), if and when given, shall be coupled
with an interest sufficient in law to support an irrevocable proxy, shall
revoke any prior proxy granted by such stockholder, shall constitute, among
other things, an inducement for Parent to enter into the Merger Agreement, shall
be irrevocable and shall not be terminated by operation of law or otherwise
upon the occurrence of any event and that no subsequent proxies with respect to
such Subject Shares (other than Subject Shares that constitute Excess Shares)
shall be given (and if given (other than Subject Shares that constitute Excess
Shares) shall not be effective); provided, however, that any such
proxy shall terminate automatically and without further action on behalf of the
Stockholders upon the termination of this Agreement.


          2. Covenants.


          (a) For
so long as this Agreement is in effect, each Stockholder agrees not to directly
or indirectly (i) sell, transfer, pledge, assign, hypothecate, encumber, tender
or otherwise dispose of, or enter into any contract with respect to the sale,
transfer, pledge, assignment, hypothecation, encumbrance, tender or other
disposition of (each such disposition or contract, a “Transfer”) any of such Stockholder’s Subject Shares or
2005 Warrants
except to Parent or, with prior written notice to Parent, to another Stockholder (and any such Transfer, except to Parent or to another Stockholder, shall be null and
void), except in connection with any margin transaction or hedging transaction
designed to protect against fluctuations in the value of the Subject Shares, in
each case, (x) that is not engaged in for purposes of circumventing the
restrictions on transfer set forth in this Section 2(a) and (y) pursuant to
which such Stockholder retains voting control over the applicable Subject
Shares; (ii) grant any proxies with respect to the Subject Shares, deposit any
of the Subject Shares into a voting trust or enter into a voting or option
agreement with respect to any of the Subject Shares or enter into any other
agreement inconsistent with or violative of this Agreement; (iii) subject to
Section 5, solicit, knowingly encourage or facilitate the submission of any
Company Proposal or enter into, initiate or participate in any discussions or
negotiations with, otherwise cooperate in any way with, or assist or knowingly
encourage any effort by any Third Party that is seeking to make, or has made, a
Company Proposal, or furnish any nonpublic information or data to, or have any
discussions with any Person relating to, a Company Proposal; or (iv) take any
action which would make any representation or warranty of any Stockholder in this
Agreement untrue or incorrect or prevent, burden or materially 


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delay the
consummation of the transactions contemplated by this Agreement or the Merger
Agreement.


          (b) Subject
to the limitations set forth in this Section (2)(b), each Stockholder agrees
that in the event any shares of Company Common Stock or other voting securities
of the Company are issued pursuant to any stock dividend, stock split,
recapitalization, reclassification, combination or exchange of shares of
capital stock of the Company on, of, or affecting the Subject Shares of such
Stockholder; (such Company Common Stock and other voting securities of the
Company, collectively, the “New Shares”), Stockholder agrees to vote
such New Shares, subject to Section 1(b), in the same manner as the Subject
Shares and to notify Parent and then deliver promptly to Parent upon its
request a proxy with respect to such New Shares, substantially in the form of
Exhibit A attached hereto. Stockholder also agrees that any New Shares shall
constitute Subject Shares.


          (c) No
Stockholder shall issue any press release or make any other public statement
with respect to the Merger Agreement, the Merger or any other transaction
contemplated hereby or by the Merger Agreement without the prior written
consent of Parent, except as may be required by applicable Law or court process
after consultation with, and having provided an opportunity for review and
comment on such press release or other public statement by, Parent to the
extent practicable.


          (d) Each
Stockholder hereby waives, and agrees not to exercise or assert, any appraisal
rights under Section 262 of the Delaware General Corporation Law in
connection with the Merger.


          3. Representations
and Warranties of Stockholders. Each Stockholder jointly and severally and
represents and warrants to Parent as to itself that:


          (a) Authority;
Enforceability; No Conflicts. The Stockholder has the legal capacity to
enter into this Agreement and to consummate the transactions contemplated by
this Agreement. This Agreement has been duly executed and delivered by the
Stockholder and constitutes a valid and binding agreement of the Stockholder
enforceable against the Stockholder in accordance with its terms, except as
such enforceability may be limited by applicable bankruptcy, insolvency and
similar laws affecting creditors’ rights generally and general principles of
equity (whether considered in a proceeding in equity or at law). The execution,
delivery and performance by the Stockholder of this Agreement will not (i)
conflict with, require a consent, waiver or approval under, or result in a
breach or default under, any of the terms of any contract, commitment or other
obligation to which the Stockholder is a party or by which the Stockholder is
bound; (ii) violate any order, writ, injunction, decree or statute, or any law,
rule or regulation applicable to the Stockholder or the Subject Shares; or
(iii) result in the creation of, or impose any obligation on the Stockholder to
create, any Lien upon the Subject Shares that would prevent the Stockholder
from voting the Subject Shares, except for any of the foregoing that would not,
or would not reasonably be expected to, either individually or in the aggregate,
materially impair the ability of such Stockholder to perform its obligations
hereunder or to consummate the transactions contemplated hereby. In this
Agreement, “Lien” shall mean any lien, pledge, security interest, claim,
third party right or other encumbrance.


          (b) Ownership
of Shares. As of the date of this Agreement, the Stockholder is the
beneficial owner of and has the power to vote or direct the voting of the
Shares set forth on Schedule I free and clear of any Liens that would
prevent the Stockholder from voting such Shares. As of the date of this
Agreement, the Shares set forth on Schedule I are the only shares of any class
of capital stock of the Company which the Stockholder has the right, power or
authority (sole or shared) to sell or vote, and, other than the 2005 Warrants
held by the Stockholder as of this date, the Stockholder 


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does not have
any right to acquire, nor is it the beneficial owner of, any other shares of
any class of capital stock of the Company or any securities convertible into or
exchangeable or exercisable for any shares of any class of capital stock of the
Company. The Stockholder is not a party to any contracts (including proxies,
voting trusts or voting agreements) that would prevent, hinder or delay the
Stockholder from voting or giving consent with respect to the Shares set forth
on Schedule I.


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


          5. Stockholder
Capacity. No natural person bound by this Agreement who is or becomes
during the term hereof a director or officer of the Company makes any agreement
or understanding herein in such person’s capacity as such director or officer.
Each Stockholder signs solely in his or her capacity as the beneficial owner
of, the managing member of a limited liability company or the general partner
of a partnership which is the beneficial owner of, that Stockholder’s Subject
Shares, and nothing herein shall limit or affect any actions taken by a
Stockholder in such Stockholder’s capacity as an officer or director of the
Company to the extent specifically permitted by the Merger Agreement. Nothing
in this Agreement shall be deemed to constitute a transfer of the beneficial
ownership of the Subject Shares by any Stockholder. 


          6. Termination. This Agreement shall terminate
automatically and without further action on behalf of any party at the earlier
of (a) the Effective Time, (b) the date the Merger Agreement is validly
terminated in accordance with its terms and (c) the Outside Date (as it may
have been extended in accordance with the terms of the Merger Agreement).


          7. Assignment;
Binding Effect. This Agreement and the rights hereunder are not assignable
(whether by operation of law or otherwise) unless such assignment is consented
to in writing by each of Parent and the Stockholders and any attempt to make
any such assignment without such consent shall be null and void; provided,
however, that Parent may without such consent, assign in writing,
directly or indirectly, its respective rights (but not its respective
obligations) hereunder to any of its respective wholly owned Subsidiaries (provided
that no such assignment shall relieve Parent of its obligations hereunder); provided,
further, however, that Parent may assign its rights under this
Agreement to a newly created parent company in connection with Parent’s
reorganization into a holding company structure). Subject to the preceding
clause, this Agreement and all the provisions hereof shall be binding upon and
shall inure to the benefit of the parties and their respective successors and
permitted assigns.


          8. Choice
of Law; Jurisdiction. This Agreement, and all disputes between the parties
under or related to this Agreement or the facts and circumstances leading to
its execution, whether in contract, tort or otherwise, shall be governed by and
construed in accordance with the laws of the State of Delaware, without
reference to conflict of laws principles. Each of the parties hereto
(i) irrevocably consents to submit itself to the exclusive personal
jurisdiction of the Delaware Court of Chancery or any federal court located in
the State of Delaware in the event any dispute arises out of or relates to this
Agreement or any transaction contemplated hereby; (ii) agrees that all
claims in respect of such Action may be heard and determined in any such court;
(iii) agrees that it will not attempt to deny or defeat such personal jurisdiction
by motion or other request for leave from any such court; (iv) agrees that
it will not bring any Action relating to this Agreement or any transaction
contemplated hereby in any court other than the Delaware Court of Chancery or
any federal court sitting in the State of Delaware; and (v) waives any
right to trial by jury with respect to any action or proceeding related to or
arising out of this Agreement or any transaction contemplated hereby. Each of
the parties hereto waives any defense of inconvenient forum to the maintenance
of any action or proceeding so brought. 


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Each of the
parties further agrees to waive any bond, surety or other security that might
be required of any other party with respect to any action or proceeding,
including an appeal thereof. Any party hereto may make service on another party
by sending or delivering a copy of the process to the party to be served at the
address and in the manner provided for the giving of notices by registered mail
in Section 9. Nothing in this Section 8, however, shall affect the
right of any party to serve legal process in any other manner permitted by law.


          9. Notices. All notices, requests, demands and
other communications under this Agreement shall be in writing and shall be
deemed to have been duly given (a) if delivered personally, when received, (b)
if sent by cable, telecopy, telegram, email or facsimile (which is confirmed by
the intended recipient), when sent, (c) if sent by overnight courier service,
on the next Business Day after being sent, or (d) if mailed by certified or
registered mail, return receipt requested, with postage prepaid five Business
Days after being deposited in the mail; to the parties at the following
addresses (or at such other address for a party as shall be specified by like notice):


If to 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 & Olsen 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,
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


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          10. Headings. The headings contained in this
Agreement are inserted for convenience only and
shall not be considered in interpreting or construing any of the provisions
contained in this Agreement.


          11. Entire
Agreement. This Agreement (including the Schedule and Exhibit hereto),
constitutes the entire agreement among the parties hereto with respect to the
subject matter hereof and supersedes all prior agreements, arrangements,
undertakings, understandings and representations by or among the parties
hereto, or any of them, written or oral, with respect to the subject matter
hereof.


          12. Waiver
and Amendment. This Agreement may be
amended, modified or supplemented only by a written mutual agreement executed
and delivered by the parties hereto. Except as otherwise provided in this
Agreement, any failure of any party to comply with any obligation, covenant,
agreement or condition herein may be waived by the party entitled to the
benefits thereof only by a written instrument signed by the party granting such
waiver, but such waiver shall not operate as a waiver of, or estoppel with
respect to, any subsequent or other failure. The failure of any party to this
Agreement to assert any of its rights under this Agreement or otherwise shall
not constitute a waiver of such rights.


          13. Counterparts; Facsimile
Signatures. This Agreement may be executed in any number of
counterparts, each of which, when executed, shall be deemed to be an original
and all of which together shall be deemed to be one and the same instrument
binding upon all of the parties notwithstanding the fact that all of the
parties are not signatory to the original or the same counterpart. For purposes
of this Agreement, facsimile signatures shall be deemed originals.


          14. Third-Party
Beneficiaries. This Agreement is for the
sole benefit of the parties and their successors and permitted assigns
and nothing herein express or implied shall
give or be construed to give to any Person, other than the parties and such
successors and permitted assigns, any legal or equitable rights hereunder. 


          15. Specific
Performance. The Stockholder agrees that if any of its obligations under
this Agreement were not performed in accordance with their specific terms or
were otherwise breached, irreparable damage would occur to Parent, no adequate
remedy at Law would exist and damages would be difficult to determine, and that
Parent shall be entitled to an injunction or injunctions and specific
performance of
the terms hereof, this being in addition to any other remedy at Law
or in equity, without the necessity of posting bonds or other undertaking in connection therewith.
Accordingly, if Parent should institute an action or proceeding seeking an
injunction or specific enforcement of the provisions of this Agreement, the
Stockholder hereby waives the claim or defense that Parent has an adequate
remedy at law and hereby agrees not to assert in that action or proceeding the
claim or defense that a remedy at law exists. The Stockholder acknowledges that
in the absence of a waiver, a
bond or undertaking may be required by a court and the Stockholder hereby
waives any such requirement of such bond or undertaking.


          16. Severability.
If any term,
covenant, restriction or provision of this Agreement or the application of any
such term, covenant, restriction or provision to any Person or circumstance shall be held
invalid, illegal or unenforceable in any respect by a court of competent
jurisdiction, such invalidity, illegality or unenforceability shall not affect
any other term, covenant, restriction or provision hereof so long as the economic or legal
substance of the transactions contemplated hereby is not affected in any manner
materially adverse to any party. The parties shall engage in good faith negotiations
to replace any term, covenant, restriction or provision which is declared invalid, illegal or
unen-


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forceable with a valid, legal and enforceable term,
covenant, restriction or provision, the economic effect of which comes as
close as possible to that of the invalid, illegal or unenforceableterm,
covenant, restriction or provision which it replaces.


          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.


          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.


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          IN WITNESS WHEREOF, the parties hereto have caused
this Agreement to be executed 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 Intitiatives 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





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SCHEDULE I 


	
 

	
 

	
 


	
STOCKHOLDER
  NAME

	
 

	
OUTSTANDING

  SHARES OWNED


	


	
 

	



	
 

	
 

	
 


	
Yucaipa
  Corporate Initiatives Fund I, LP

	
 

	
6,884,000


	
Yucaipa
  American Alliance Fund I, LP

	
 

	
6,558,100


	
Yucaipa
  American Alliance (Parallel) Fund I, LP

	
 

	
6,558,000





SchI-1






EXHIBIT A


IRREVOCABLE PROXY


          In
order to secure the performance of the duties of the undersigned pursuant to
the Voting Agreement, dated as of March 4, 2007 (the “Voting Agreement”),
between the undersigned and The Great Atlantic & Pacific Tea Company, Inc.,
a Maryland corporation, a copy of such agreement being attached hereto and
incorporated by reference herein, the undersigned hereby irrevocably appoints
____________________, and each of them, the attorneys, agents and proxies, with
full power of substitution in each of them, for the undersigned and in the
name, place and stead of the undersigned, to vote or, if applicable, to give
written consent, in such manner as each such attorney, agent and proxy or his
substitute shall in his sole discretion deem proper to record such vote (or
consent) in the manner set forth in Section 1 of the Voting Agreement with
respect to all shares of Common Stock, par value $.01 per share (the “Shares”),
of Pathmark Stores, Inc., a Delaware corporation (the “Company”), which
the undersigned is or may be entitled to vote at any meeting of the Company
(other than Excess Shares (as defined in the Voting Agreement)) held after the
date hereof, whether annual or special and whether or not an adjourned meeting,
or, if applicable, to give written consent with respect thereto. This Proxy is
coupled with an interest sufficient in law to support an irrevocable proxy,
shall be irrevocable and binding on any successor in interest of the
undersigned and shall not be terminated by operation of law or otherwise upon
the occurrence of any event (other than as provided in Section 6 of the Voting
Agreement), including, without limitation, the death or incapacity of the
undersigned. This Proxy shall operate to revoke any prior proxy as to the
Shares (other than Excess Shares (as defined in the Voting Agreement))
heretofore granted by the undersigned. This Proxy shall terminate upon the
termination of the Voting Agreement. This Proxy has been executed in accordance
with Section 212 of the Delaware General Corporation Law.


Dated: 


	
 

	
 

	
 

	
 


	
 

	
[NAME OF
  STOCKHOLDER]

	
 


	
 

	
 

	
 


	
 

	
By:

	
 

	
 


	
 

	
 

	


	
 


	
 

	
 

	
Name:

	
 


	
 

	
 

	
Title:

	
 





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