Objection Deadline: June 7, 2011 at 4:00 p.m. (Prevailing Eastern Time)

Dennis F. Dunne Matthew S. Barr Abhilash M. Raval MILBANK, TWEED, HADLEY & McCLOY LLP 1 Chase Manhattan Plaza New York, NY 10005 Telephone: (212) 530-5000

Counsel for Official Committee of Unsecured Creditors of The Great Atlantic & Pacific Tea Company, Inc., et al. UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK ------------------------------------------------------------ x : In re: : Chapter 11 : THE GREAT ATLANTIC & PACIFIC TEA : Case No. 10-24549 (RDD) COMPANY, INC., et al., : : (Jointly Administered)

Debtors. : :

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FIFTH FEE STATEMENT OF MILBANK, TWEED, HADLEY & McCLOY LLP FOR COMPENSATION FOR SERVICES RENDERED AND REIMBURSEMENT

OF EXPENSES INCURRED AS COUNSEL TO OFFICIAL COMMITTEE OF UNSECURED CREDITORS DURING PERIOD FROM APRIL 1, 2011

THROUGH AND INCLUDING APRIL 30, 2011

Name of applicant: Milbank, Tweed, Hadley & McCloy LLP

Authorized to provide professional services to: Official Committee of Unsecured Creditors Date of retention: December 21, 2010 Period for which compensation and reimbursement is sought: April 1, 2011 – April 30, 2011 Amount of compensation requested: $845,156.50 Amount of expense reimbursement requested: $44,156.76

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Milbank, Tweed, Hadley & McCloy LLP (“Milbank”), counsel to the Official

Committee of Unsecured Creditors (the “Committee”) of The Great Atlantic & Pacific Tea

Company, Inc. and its affiliated debtors and debtors in possession in the above-captioned

chapter 11 cases (collectively, the “Debtors”)1, hereby submits this monthly fee statement (the

“Fee Statement”), pursuant to this Court’s Order Establishing Procedures for Interim

Compensation and Reimbursement of Expenses for Professionals, dated January 12, 2011 (the

“Interim Compensation Order”), seeking compensation and reimbursement of expenses for the

period of April 1, 2011 through and including April 30, 2011 (the “Fifth Monthly Period”). By

this Fee Statement, Milbank seeks (i) payment of $676,125.20, which is equal to eighty percent

(80%) of the total amount of compensation sought for actual and necessary professional services

rendered during the Fifth Monthly Period (i.e., $845,156.50), and (ii) reimbursement of

1 The Debtors in these chapter 11 cases, along with the last four digits of each Debtor’s federal tax

identification number, are: The Great Atlantic & Pacific Tea Company, Inc. (0974); 2008 Broadway, Inc. (0986); AAL Realty Corporation (3152); Adbrett Corporation (5661); Amsterdam Trucking Corporation (1165); APW Supermarket Corporation (7132); APW Supermarkets, Inc. (9509); Bergen Street Pathmark, Inc. (1604); Best Cellars DC Inc. (2895); Best Cellars Inc. (9550); Best Cellars Licensing Corp. (2896); Best Cellars Massachusetts, Inc. (8624); Best Cellars VA Inc. (1720); Bev, Ltd. (9046); Borman’s Inc. (9761); Bridge Stuart, Inc. (8652); Clay-Park Realty Co., Inc. (0902); Compass Foods, Inc. (0653); East Brunswick Stuart, LLC (9149); Farmer Jack’s of Ohio, Inc. (5542); Food Basics, Inc. (1210); Gramatan Foodtown Corp. (5549); Grape Finds At DuPont, Inc. (9455); Grape Finds Licensing Corp. (7091); Greenlawn Land Development Corp. (7062); Hopelawn Property I, Inc. (6590); Kohl’s Food Stores, Inc. (2508); Kwik Save Inc. (8636); Lancaster Pike Stuart, LLC (9158); LBRO Realty, Inc. (1125); Lo-Lo Discount Stores, Inc. (8662); Mac Dade Boulevard Stuart, LLC (9155); McLean Avenue Plaza Corp. (5227); Milik Service Company, LLC (0668); Montvale Holdings, Inc. (6664); North Jersey Properties, Inc. VI (6586); Onpoint, Inc. (6589); Pathmark Stores, Inc. (9612); Plainbridge, LLC (5965); SEG Stores, Inc. (4940); Shopwell, Inc. (3304); Shopwell, Inc. (1281); Spring Lane Produce Corp. (5080); Super Fresh/Sav-A-Center, Inc. (0228); Super Fresh Food Markets, Inc. (2491); Super Market Service Corp. (5014); Super Plus Food Warehouse, Inc. (9532); Supermarkets Oil Company, Inc. (4367); The Food Emporium, Inc. (3242); The Old Wine Emporium of Westport, Inc. (0724); The South Dakota Great Atlantic & Pacific Tea Company, Inc. (4647); Tradewell Foods of Conn., Inc. (5748); Upper Darby Stuart, LLC (9153); and Waldbaum, Inc. (8599). The location of the Debtors’ corporate headquarters is Two Paragon Drive, Montvale, New Jersey 07645.

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$44,156.76, which is equal to one hundred percent (100%) of its actual and necessary expenses

incurred in connection with such services.2

Attached hereto as Exhibit A are time entry records for the Fifth Monthly Period

that were recorded in tenths of an hour by project category, maintained in the ordinary course of

Milbank’s practice, and that set forth a detailed description of services performed by each

attorney and paraprofessional on behalf of the Committee. A summary of compensation sought

by project category is provided below.

Attached hereto as Exhibit B are itemized records of all expenses for the Fifth

Monthly Period incurred in connection with the performance of professional services. A

summary of reimbursement sought by expense type is provided below.

This Fee Statement also includes a billing summary by individual, setting forth

the (i) name and title of each individual for whose work on these cases compensation is sought,

(ii) aggregate time expended by each such individual, (iii) hourly billing rate for each such

individual at Milbank’s current billing rates, (iv) year of bar admission for each attorney,

(v) number of years each attorney has held his or her position at Milbank, and (vi) area of

concentration for each attorney.

2 The foregoing amounts reflect a voluntary reduction of $1,593.00 in fees. However, Milbank

reserves the right to seek the allowance of all or a portion of such amounts at a later date.

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FIFTH FEE STATEMENT OF MILBANK, TWEED, HADLEY & MCCLOY LLP AS COUNSEL TO OFFICIAL COMMITTEE OF UNSECURED CREDITORS

OF THE GREAT ATLANTIC & PACIFIC TEA COMPANY, INC., ET AL. (APRIL 1, 2011 – APRIL 30, 2011)

Name

Position; Experience

Hourly Rate

Total Hours

Total Compensation

Dennis Dunne Financial Restructuring Partner at Milbank for 13 years; admitted in 1991.

$1,095 38.8 $42,486.00

David Cohen Litigation Partner at Milbank for 9 years; admitted in 1994.

$1,025 6.0 $6,150.00

Matthew Barr Financial Restructuring Partner at Milbank for 7 years; admitted in 1997.

$995 16.0 $15,920.00

Paul Wessel Tax Partner at Milbank for 4 years; admitted in 1988.

$995 17.5 $17,412.50

Sander Bak Litigation Partner at Milbank for 5 years; admitted in 1999.

$925 39.7 $36,722.50

Abhilash Raval Financial Restructuring Partner at Milbank for 4 years; admitted in 1997.

$925 57.4 $53,095.00

Kevin Ashby Litigation Associate at Milbank for 8 years; admitted in 2004.

$715 21.3 $15,229.50

Drew Batkin Tax Associate at Milbank for 9 years; admitted in 2003.

$715 3.1 $2,216.50

Michael Comerford Financial Restructuring Associate at Milbank for 9 years; admitted in 2003.

$715 162.1 $115,901.50

Aaron Renenger Litigation Associate at Milbank for 9 years; admitted in 2002.

$715 20.6 $14,729.00

Michael Shepherd Litigation Associate at Milbank for 5 years; admitted in 2007.

$715 91.3 $65,279.50

Steven Szanzer Financial Restructuring Associate at Milbank for 2 years; admitted in 2002.

$715 67.4 $48,191.00

Gabriel M. Weaver Litigation Associate at Milbank for 4 years; admitted in 2006.

$675 75.0 $50,625.00

Nicholas Bassett Litigation Associate at Milbank for 5 years; admitted in 2007.

$650 21.3 $13,845.00

Gregory Papeika Financial Restructuring Associate at Milbank for 2 years; admitted in 2008.

$625 46.2 $28,875.00

Jennie Woltz Litigation Associate at Milbank for 4 years; admitted in 2008.

$625 31.8 $19,875.00

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Name

Position; Experience

Hourly Rate

Total Hours

Total Compensation

Michael Applebaum Tax Associate at Milbank for 3 years; admitted in 2009.

$600 22.6 $13,560.00

Roger Lee Financial Restructuring Associate at Milbank for 3 years; admitted in 2009.

$600 50.6 $30,360.00

Rachel Pojunas Litigation Associate at Milbank for 3 years; admitted in 2009.

$600 45.0 $27,000.00

Nicole A. Vasquez Litigation Associate at Milbank for 3 years; admitted in 2009.

$600 3.4 $2,040.00

Daniel Glowitz Financial Restructuring Associate at Milbank for 2 years; admitted in 2010.

$550 74.8 $41,140.00

Denise Linton Litigation Associate at Milbank for 2 years; admitted in 2010.

$550 67.4 $37,070.00

Jonathan Ostrzega Financial Restructuring Associate at Milbank for 2 years; admitted in 2010.

$550 146.4 $80,520.00

Michael Price Financial Restructuring Associate at Milbank since 2011; admitted in 2011.

$460 103.8 $47,748.00

Angel R. Anderson Case Manager $255 4.0 $1,020.00Rena Ceron Case Manager $225 6.3 $1,417.50Charles Sheehan Legal Assistant $280 4.0 $1,120.00Charmaine Thomas Legal Assistant $195 26.1 $5,089.50Paige H. Schmidt Legal Assistant $185 20.5 $3,792.50Jason Hsu Legal Assistant $175 22.1 $3,867.50Jacqueline Brewster Financial Restructuring

Specialist $185 14.1 $2,608.50

Maria Smilen File Clerk $125 2.0 $250.00 Total $636.13

(blended rate)31,328.6

hours $845,156.50

3 The blended rate excluding paraprofessionals is $671.81 per hour.

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FIFTH FEE STATEMENT OF MILBANK, TWEED, HADLEY & MCCLOY LLP AS COUNSEL TO OFFICIAL COMMITTEE OF UNSECURED CREDITORS

OF THE GREAT ATLANTIC & PACIFIC TEA COMPANY, INC., ET AL. (APRIL 1, 2011 – APRIL 30, 2011)

ACTIVITY HOURS FEES

Asset Sales 22.0 $15,809.50

Business Plan Review and Analysis 6.5 $5,861.50

Automatic Stay Enforcement & Litigation 172.8 $110,834.00

Claims Analysis and Estimation 31.7 $21,010.50

Committee Administration 112.8 $75,384.00

Committee Meetings 53.8 $41,170.50

Committee Retention Applications 1.9 $732.50

Communication with Creditors 2.9 $1,508.50

Court Hearings 81.0 $50,103.50

Debtor-in-Possession Meetings and Communications 20.9 $15,662.50

Employee Issues 147.2 $109,275.50

Executory Contracts 55.2 $39,619.50

Fee Applications - Other 5.2 $2,927.00

File, Docket and Calendar Maintenance 46.7 $9,181.50

Insurance Matters 4.3 $2,695.00

Litigation 181.1 $120,348.50

Milbank Fee Statements and Applications 56.4 $33,240.50

Pension Issues 107.4 $70,644.50

Real Estate Matters 86.0 $44,909.50

Reporting Requirements 3.3 $1,552.50

Retention of Professionals 7.0 $3,679.00

Substantive Consolidation 116.1 $64,430.50

Tax Issues 3.4 $2,431.00

Travel Time 3.0 $2,145.00

Total 1,328.6 $845,156.50

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FIFTH FEE STATEMENT OF MILBANK, TWEED, HADLEY & MCCLOY LLP AS COUNSEL TO OFFICIAL COMMITTEE OF UNSECURED CREDITORS

OF THE GREAT ATLANTIC & PACIFIC TEA COMPANY, INC., ET AL. (APRIL 1, 2011 – APRIL 30, 2011)

DISBURSEMENTS AMOUNT Airfreight $161.11

Cab Fares/Local Travel $1,697.97

Computer Database Research $27,915.83

Mail $182.16

Meals $853.18

Messenger $161.66

Other Fees $2,520.80

Photocopies/Printing $9,178.55

Telephone $1,485.5

TOTAL DISBURSEMENTS $44,156.76

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Notice

No trustee or examiner has been appointed in these chapter 11 cases. Pursuant to

the Interim Compensation Order, notice of this Fee Statement has been served upon (i) the

Debtors, 2 Paragon Road, Montvale, New Jersey 07645, Attn.: Christopher W. McGarry;

(ii) counsel to the Debtors, Kirkland & Ellis LLP, 601 Lexington Avenue, New York, New York,

10022, Attn.: Ray C. Schrock, Attn.: James J. Mazza Jr.; (iii) the Office of the United States

Trustee for the Southern District of New York, 33 Whitehall Street, 21st Floor, New York, New

York, 10004, Attn.: Susan Golden, Attn.: Richard Morrissey; (iv) counsel to the Agent for the

Debtors’ Postpetition Secured Lenders, Davis Polk & Wardwell LLP, 450 Lexington Avenue

New York, New York, 10017, Attn.: Donald S. Bernstein, Attn.: Marshall S. Huebner; and

(v) counsel for Wilmington Trust Company as Indenture Trustee for the Debtors’ Prepetition

Secured and Unsecured Notes, Covington & Burling LLP, 620 Eighth Ave, New York, New

York, 10018, Attn.: Michael B. Hopkins, Attn.: Ronald A. Hewitt. Milbank submits that, in light

of the relief requested, no other or further notice need be provided.

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WHEREFORE, Milbank respectfully requests (i) interim allowance of

compensation for professional services rendered during the Fifth Monthly Period, in the amount

of $845,156.50, and reimbursement for expenses incurred in connection with such services, in

the amount of $44,156.76, and (ii) payment and reimbursement in accordance with the

procedures set forth in the Interim Compensation Order (i.e., payment of eighty percent (80%) of

the compensation sought, in the amount of $676,125.20, and reimbursement of one hundred

percent (100%) of expenses incurred), in the total amount of $720,281.96.

Dated: May 23, 2011 MILBANK, TWEED, HADLEY & McCLOY LLP

/s/ Abhilash M. Raval Dennis F. Dunne Matthew S. Barr Abhilash M. Raval One Chase Manhattan Plaza New York, NY 10005-1413 Telephone: (212) 530-5000

Counsel for Official Committee of Unsecured Creditors of The Great Atlantic & Pacific Tea Company, Inc., et al.

Exhibit A

Exhibit B