EXHIBIT 99.2
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                            THE PENN TRAFFIC COMPANY
                           1200 STATE FAIR BOULEVARD
                              SYRACUSE, N.Y. 13209






                                                              April 23, 2007


Mr. Kurt Cellar
Bay Harbour Management, L.C.
885 Third Avenue, 34th Floor
New York, NY  10022


Dear Kurt:

         Thank you for your call to Bob  Panasuk  regarding  your  proposal  to
designate an additional  independent  director to the Board of Penn Traffic. As
you know, the Penn Traffic Board currently includes five directors that have no
affiliation  with the  Company  other than their  directorships,  and we see no
reason to add yet a sixth independent director to the Board.

         We  believe  the  current  Board  has  made  significant  progress  in
overseeing  the  Company.  In  particular,  this Board has hired a new CEO, has
replaced the Company's CFO and hired other  members of senior  management;  has
replaced the Company's auditors; has managed the ongoing SEC investigation; and
has conducted two shareholder information calls regarding the current status of
the  Company.  In short,  we  believe  the  Company  has been very  active  and
responsive  to your  concerns.  Accordingly,  I am  writing to follow up on our
discussions  regarding the current draft of the  Confidentiality  Agreement and
your potential position on the Board of Penn Traffic. As I would hope you would
recognize,  we,  together with our advisor,  have attempted to be responsive to
you and accommodate your requests,  while at the same time being mindful of our
fiduciary duties to all of our stockholders, including Bay Harbour.

         As we have consistently told you, we have welcomed,  and will continue
to welcome,  your thoughtful  input and  suggestions to Penn Traffic.  We would
further be prepared to invite you to serve on our Board of Directors.  However,
we would need Bay Harbour to enter into a customary  confidentiality  agreement
with us before we can provide  you with this type of access.  In order to avoid
any  misunderstandings,   attached  for  your  consideration  is  the  form  of
Confidentiality  Agreement  that Penn  Traffic  is  prepared  to enter  into in
connection  with providing you with  confidential  information  relating to the
Company.  As I trust you appreciate,  we respect your position as a significant
stockholder  of the  Company  and have tried to address  your  concerns in this

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draft.  For  example,  although  we have  required  that any party  desiring to
receive confidential information of the Company enter into a standstill, in the
proposed  Confidentiality  Agreement we have  offered to narrow the  standstill
provisions,  and have  attempted  to tailor these  provisions  in a manner that
would give Bay Harbour more  flexibility in its dealings with Penn Traffic.  We
believe we have been as  responsive to your concerns as we can while also being
mindful of our obligations to the Company's other stockholders.

         I understand  from our counsel that you have  indicated  you are still
troubled by entering into the attached Agreement.  We would hope that you would
reconsider and accept our invitation to join our Board.

         I look forward to hearing from you.

                                              Best regards,

                                              /s/ Bob Kelly
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                                              Bob Kelly



cc:  Douglas A. Cifu




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