FIRST AMENDMENT TO LETTER OF CREDIT AGREEMENT

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                                                                   Exhibit 10.39

                               FIRST AMENDMENT TO
                           LETTER OF CREDIT AGREEMENT

     This First Amendment to Letter of Credit Agreement (the "First Amendment")
is made as of the 13 day of October, 2006 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 (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, 2006" therein and substituting in its stead "October 14,
     2007".

b.    Clause (ii) of Section 2.01(b) of the Letter of Credit Agreement is hereby
     amended by deleting the reference to "October 14, 2006" therein and
     substituting in its stead "October 14, 2007".

3.    Conditions to Effectiveness. This First Amendment shall not be effective
     until each of the following conditions