Exhibit 10.41


                               THIRD AMENDMENT TO
                           LETTER OF CREDIT AGREEMENT

         This Third Amendment to Letter of Credit Agreement (the "Third
Amendment") is made as of the 14th day of October, 2007 by and among

         THE GREAT ATLANTIC & PACIFIC TEA COMPANY, INC., a Maryland corporation
(the "Company"); and

         BANK OF AMERICA, N.A., as Issuing Bank (the "Issuing Bank").

In consideration of the mutual covenants herein contained and benefits to be
derived herefrom, the parties hereto agree as follows:

                                   WITNESSETH

         WHEREAS, the Company and the Issuing Bank are parties to a Letter of
Credit Agreement dated as of October 14, 2005, as amended (the "Letter of Credit
Agreement"); and

         WHEREAS, the Company has advised the Issuing Bank that the Company
desires to amend the Letter of Credit Agreement as provided herein.

         NOW THEREFORE, it is hereby agreed as follows:

1.                    Definitions: All capitalized terms used herein and not
                      otherwise defined shall have the same meaning herein as in
                      the Letter of Credit Agreement.

2.                    Amendment of the Letter of Credit Agreement. The Letter of
                      Credit Agreement is hereby amended as follows:

a.                    Clause (i) of the definition of "Termination Date" in
                      Section 1.01 of the Letter of Credit Agreement is hereby
                      amended by deleting the reference to "October 14, 2007"
                      therein and substituting in its stead "April 14, 2008".

b.                    Clause (ii) of Section 2.01(b) of the Letter of Credit
                      Agreement is hereby amended by deleting the reference to
                      "October 14, 2007" therein and substituting in its stead
                      "April 14, 2008".

3.                    Conditions to Effectiveness. This Third Amendment shall
                      not be effective until each of the following conditions
                      precedent have been fulfilled to the satisfaction of the
                      Issuing Bank:

a.                    This Third Amendment shall have been duly executed and
                      delivered by the Company and the Issuing Bank.

b.                    All action on the part of the Company necessary for the
                      valid execution, delivery and performance by the Company
                      of this Third Amendment shall have been duly and
                      effectively taken.

c.                    No Default or Event of Default shall have occurred and be
                      continuing.

d.                    The Company shall have provided such additional
                      instruments and documents as the Issuing Bank and their
                      counsel may have reasonably requested.

4.                    Miscellaneous.

a.                    Except as provided herein, all terms and conditions of the
                      Letter of Credit Agreement remain in full force and
                      effect. The Company hereby ratifies, confirms, and
                      reaffirms all of the representations, warranties and
                      covenants therein contained.

b.                    This Third Amendment may be executed in several
                      counterparts and by each party on a separate counterpart,
                      each of which when so executed and delivered, each shall
                      be an original, and all of which together shall constitute
                      one instrument. Delivery of an executed counterpart of a
                      signature page hereto by telecopy shall be effective as
                      delivery of a manually executed counterpart hereof.

c.                    The Company shall reimburse the Issuing Bank for all
                      expenses incurred in connection with this Third Amendment,
                      including, without limitation, reasonable attorneys' fees,
                      costs and expenses.

d.                    This Third Amendment expresses the entire understanding of
                      the parties with respect to the matters set forth herein
                      and supersedes all prior discussions or negotiations
                      hereon. Any determination that any provision of this Third
                      Amendment or any application hereof is invalid, illegal or
                      unenforceable in any respect and in any instance shall not
                      effect the validity, legality, or enforceability of such
                      provision in any other instance, or the validity, legality
                      or enforceability of any other provisions of this Third
                      Amendment.

                     IN WITNESS WHEREOF, the parties hereto have caused this
                     Third Amendment to be executed as the date first above
                     written.

                            [SIGNATURE PAGES FOLLOW]





                                        BANK OF AMERICA, N.A., as Issuing Bank


                                        By:  /s/Christine Hutchinson
                                        ---------------------------------------
                                        Name:  Christine Hutchinson
                                        Title: Vice President







                                THE GREAT ATLANTIC & PACIFIC TEA COMPANY, INC.


                                By: /s/William J. Moss
                                  --------------------------------------------
                                Name:  William J. Moss
                                Title:  VP Treasurer







                                Each of the following Participants hereby
                                consents to the above Third Amendment and
                                agrees that their respective participations in
                                the Issuing Bank's interest in the Letter of
                                Credit Agreement remain in full force and
                                effect giving effect to the above Third
                                Amendment:


                                 THE BANK OF NEW YORK



                                 By:/s/David B. Wirl
                                    ----------------
                                 Name: David B. Wirl
                                 Title: Vice President



                                 JPMORGAN CHASE BANK, N.A.



                                 By:/s/James. M. Barbato
                                    --------------------
                                 Name: James M. Barbato
                                 Title: Vice President



                                 WELLS FARGO RETAIL FINANCE, LLC



                                 By: /s/Matthew N. Williams
                                     ----------------------
                                 Name: Matthew N. Williams
                                 Title: Vice President