Exhibit 4.1


    Exhibit
      4.1

     

    EXECUTION
      VERSION


     

      
        

      

    

     

     

    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 0.12963
      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 4,657,377.61 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 6,965,858.19 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 in the amounts (subject to adjustment) set forth on Annex
      I
      hereto.
      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”).

     


    
      
        
        

      

      
        -2-

        
          

        

      

      
        
        

      

    


    


     

    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 

     


    
      
        
        

      

      
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    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 

     


    
      
        
        

      

      
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    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 and Treasurer


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    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. Berminham

    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


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    



    ANNEX
      I

     

    WARRANTS
      TO BE ISSUED1

     

    
      	
              SERIES
                A WARRANTS

            
	 
	
              Investor

            	
              Series
                A Exchanged Warrants

            	
              Series
                A Warrants

            
	 	 	 
	
              Yucaipa
                Corporate Initiatives Fund I, L.P.

            	
              3,462,652

            	
              1,603,069.37

            
	 	 	 
	
              Yucaipa
                American Alliance Fund I, L.P.

            	
              3,298,674

            	
              1,527,154.12

            
	 	 	 
	
              Yucaipa
                American Alliance (Parallel) Fund I, L.P.

            	
              3,298,674

            	
              1,527,154.12

            
	 	 	 
	
              SERIES
                B WARRANTS

            
	 
	
              Investor

            	
              Series
                B Exchanged Warrants

            	
              Series
                B Warrants

            
	 	 	 
	
              Yucaipa
                Corporate Initiatives Fund I, L.P.

            	
              5,178,953.67

            	
              2,397,648.39

            
	 	 	 
	
              Yucaipa
                American Alliance Fund I, L.P.

            	
              4,933,698.17

            	
              2,284,104.90

            
	 	 	 
	
              Yucaipa
                American Alliance (Parallel) Fund I, L.P.

            	
              4,933,698.17

            	
              2,284,104.90

            


    

    


     

    


     

    


     

    


     

    

      

      
         1 
          Subject
          to adjustment and to transfers made in accordance with the terms of the
          Stockholder Voting Agreement entered into between the Company  and
          the Investors on the date hereof.

      

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    



    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 MARCH 4, 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
      Warrants2

     

     

    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 $18.36 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 

     

     

      
        

      

    

     

    2 
      Amount of Series A Warrants issued to be as set forth on Annex
      I.


    
      
        
        

      

      
        A-1

        
          

        

      

      
        
        

      

    


    Shares
      issuable upon exercise of the Warrants are subject to adjustment upon the
      occurrence of certain events, as set forth in the Warrant
      Agreement.

     

    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 March 4, 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 

     


    
      
        
        

      

      
        A-2

        
          

        

      

      
        
        

      

    


    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.

     

    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 March
      4, 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: 
      _____________________________________________________

     


    
      
        
        

      

      
        A-4

        
          

        

      

      
        
        

      

    


    


     

    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 MARCH 4, 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 Warrants3

     

    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 $32.40 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.

     

     

     

      
        

      

    

    
      3
        Amount of
        Series B Warrants issued to be as set forth on Annex I.



    
      
        
        

      

      
        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 March 4, 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 March
      4, 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