THIRD AMENDMENT TO LETTER OF CREDIT AGREEMENT

                                                                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 execu