A&P Announces Receipt of Requisite Consents, Pricing of Tender Offers for Its 7 3/4% Notes Due 2007 and 9 1/8% Senior Notes Due 2011 and Extension of Eligibility to Receive the Consent Payment.

MONTVALE, N.J. -- The Great Atlantic & Pacific Tea Company, Inc. (NYSE:GAP) announced today that, in connection with the previously announced cash tender offers and consent solicitations for its outstanding 7 3/4% Notes due 2007 (the "7 3/4% Notes") and 9 1/8% Senior Notes due 2011 (the "9 1/8% Notes" and, together with the 7 3/4% Notes, the "Notes") A&P has received the requisite consents from the holders of the 7 3/4% Notes and from the holders of the 9 1/8% Notes to amend the indenture (the "Indenture") governing the Notes. A&P also announced today that it has determined the consideration to be paid for each series of notes in the tender offers and has extended the eligibility to receive the consent payment.

As of 5:00 p.m., New York City time, on August 23, 2005 (the "Consent Date"), tenders and consents had been received with respect to $162,287,000 aggregate principal amount of the 7 3/4% Notes (81.55% of the total outstanding principal amount of the 7 3/4% Notes) and $202,388,000 aggregate principal amount of the 9 1/8% Notes (93.48% of the total outstanding principal amount of the 9 1/8% Notes). A&P has executed supplemental indentures with Wilmington Trust Company, as trustee, effectuating the proposed amendments to the Indenture, as described in the Offer to Purchase and Consent Solicitation Statement dated August 10, 2005.

The total consideration, excluding accrued and unpaid interest, for each $1,000 principal amount of 7 3/4% Notes validly tendered (and not validly withdrawn) is $1,045.66, which includes a $30.00 consent payment. The total consideration, excluding accrued and unpaid interest, for each $1,000 principal amount of 9 1/8% Notes validly tendered (and not validly withdrawn) is $1,099.50, which includes a $30.00 consent payment. The total consideration was determined using standard market practice of pricing to the maturity date, in the case of the 7 3/4% Notes, and earliest redemption date, in the case of the 9 1/8% Notes, at a fixed spread of 75 basis points over the bid side yield on the 3.75% Treasury Notes due 3/31/07 in the case of the 7 3/4% Notes, and 50 basis points over the bid side yield on the 3.00% Treasury Notes due 12/31/06 in the case of the 9 1/8% Notes, determined at 2:00 p.m. New York City time, on August 24, 2005 as reported by the Bloomberg Government Pricing Monitor.

Under the revised terms of the tender offers and consent solicitations holders who tender after the Consent Date but prior to the Expiration Date (as defined below) will now be eligible to receive the total consideration, which includes the consent payment of $30.00. Previously holders who tendered after the Consent Date but prior to the Expiration Date would have only been eligible to receive the tender offer consideration, which equals the total consideration less the consent payment.

The tender offers will expire at 11:59 p.m., New York City time, on September 7, 2005, unless extended, (the "Expiration Date") with respect to either series of notes. Payment for the tendered notes will be made promptly after the expiration of the tender offers if the notes are accepted for purchase. Consummation of the tender offers, and payment for the tendered notes, is subject to the satisfaction or waiver of various conditions.

Lehman Brothers Inc. is acting as the sole Dealer Manager and Solicitation Agent for the tender offers and the consent solicitations. The Tender Agent and Information Agent is D.F. King & Co., Inc.

This press release is neither an offer to purchase nor a solicitation of an offer to sell securities. The tender offers and the consent solicitations are being made only by reference to the Offer to Purchase and Consent Solicitation Statement dated August 10, 2005.

Requests for documentation should be directed to D.F. King & Co., Inc. at [phone] or [phone] in the case of banks and brokerage firms. Questions regarding the tender offers and the consent solicitations should be directed to Lehman Brothers at [phone] or toll free at [phone].