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                                                               Exhibit 10.23






      AMENDMENT No. 1 AND WAIVER dated as of November 16, 2001, to the Credit
Agreement dated as of February 23, 2001 (the "Credit Agreement"), among THE
GREAT ATLANTIC & PACIFIC TEA COMPANY, INC., a Maryland corporation (the
"Company"), THE GREAT ATLANTIC & PACIFIC COMPANY OF CANADA, LIMITED, a Canadian
corporation (the "Canadian Borrower"), Compass Foods, Inc., Borman's, Inc.,
Kohl's Food Stores, Inc., Shopwell, Inc., Waldbaum, Inc., Super Fresh Food
Markets, Inc. and Super Market Service Corp.(together with the Company, the
"U.S. Borrowers" and the U.S. Borrowers together with the Canadian Borrower, the
"Borrowers"), the banks party thereto (the "Lenders"), JPMORGAN CHASE BANK
(successor to The Chase Manhattan Bank), a New York banking corporation, as
agent for the U.S. Lenders (in such capacity, the "U.S. Administrative Agent"),
and J.P. MORGAN BANK CANADA formerly known as THE CHASE MANHATTAN BANK OF
CANADA, a Canadian chartered bank, as agent for the Canadian Lenders (in such
capacity, the "Canadian Administrative Agent").


            A. Pursuant to the Credit Agreement, the Lenders have extended
credit to the Borrowers, and have agreed to extend credit to the Borrowers, in
each case pursuant to the terms and subject to the conditions set forth therein.

            B. The Borrowers have requested that the Lenders agree to amend
certain provisions of the Credit Agreement as set forth herein.

            C. The undersigned Lenders are willing to so amend the Credit
Agreement, in each case pursuant to the terms and subject to the conditions
set forth herein.

            D. Capitalized terms used and not otherwise defined herein shall
have the meanings assigned thereto in the Credit Agreement.

            In consideration of the premises and the agreements, provisions and
covenants herein contained, the parties hereto hereby agree, on the terms and
subject to the conditions set forth herein, as follows:

            SECTION 1.    Amendments.     (a)  Section 1.01 of the Credit
Agreement is hereby amended by deleting the definition of the term "Hedging
Agreement" and substituting in lieu thereof the following:

            "Hedging Agreement" means any Currency and Commodity Hedging
      Agreement or Interest Rate Hedging Agreement.

            (b) Section 1.01 of the Credit Agreement is hereby amended by
deleting clause (d) of the definition of the term "Prepayment Event" and
substituting in lieu thereof the following:

            (d) the incurrence by the Company or any Subsidiary of (i) any
      Indebtedness, other than Indebtedness permitted by Section 6.01 (except as
      described in clause (ii) of this paragraph) or (ii) any Indebtedness
      described in clause (a)(ii)(B) of Section 6.01 in excess of the amount
      used to prepay the 2004 Notes and any reasonable premiums, fees or
      expenses incurred in connection with such prepayment.

            (c) Section 1.01 of the Credit Agreement is hereby amended by
adding, in proper alphabetical order, the following defined terms:

            "Currency and Commodity Hedging Agreement" means any foreign
      currency exchange agreement, commodity price protection agreement or other
      currency exchange rate or commodity price hedging arrangement.

            "Interest Rate Hedging Agreement" means any interest rate protection
      agreement or other interest rate hedging arrangement.

            "2004 Notes" shall mean the Company's bond issuance in the principal
      amount of $200,000,000 due January 2004.

            (d) Section 6.01 of the Credit Agreement is hereby amended by
deleting clause (a)(ii) thereof in its entirety and substituting in lieu thereof
the following:

            (ii) Indebtedness existing on the date hereof and set forth in
      Schedule 6.01 and extensions, renewals and replacements of any such
      Indebtedness that do not increase the outstanding principal amount thereof
      (except (A) to the extent of any reasonable premiums, fees and expenses
      incurred in connection with any such extensions, renewals and replacements
      and (B) in the case of senior unsecured notes issued by the Company to
      refinance the 2004 Notes within ten Business Days of receipt of such
      proceeds, to the extent that the excess of (1) such principal amount over
      (2) the amount used to refinance the 2004 Notes and reasonable premiums,
      fees and expenses incurred in connection therewith (the "Excess Amount")
      shall not exceed $60,000,000; provided that, the Excess Amount, if any,
      shall be used to prepay the Loans) or result in an earlier maturity date
      or decreased weighted average life thereof;

            (e) Section 6.07 of the Credit Agreement is hereby amended by
deleting such Section in its entirety and substituting in lieu thereof the
following:

            SECTION 6.07. Hedging Agreements. The Company will not, and will not
      permit any of its Subsidiaries to, enter into any Hedging Agreement, other
      than (a)(i) Currency and Commodity Hedging Agreements and (ii) Interest
      Rate Hedging Agreements that have the effect of converting the interest
      rate of the associated Indebtedness from a floating rate to a fixed rate,
      in each case entered into in the ordinary course of business to hedge or
      mitigate risks to which the Company or any Subsidiary is exposed in the
      conduct of its business or the management of its liabilities; and

            (b) Interest Rate Hedging Agreements with respect to no more than
      $50,000,000 of the Company's long-term Indebtedness, that have the effect
      of converting the interest rate on such long-term Indebtedness from a
      fixed rate to a floating rate.

            (f) Section 6.08 of the Credit Agreement is hereby amended by
adding, before the period at the end of clause (b) thereof, the following:

      ; provided, that the Company may also repurchase the 2004 Notes with the
      proceeds of Indebtedness permitted pursuant to Section 6.01(a)(ii)(B).

            SECTION 2. Waiver. The Required Lenders hereby waive any Default or
Event of Default as a result of the Company's entering into, and performance
under, an escrow agreement, substantially in the form of Exhibit A attached
hereto.

            SECTION 3.    Representations and Warranties.  Each of the
Borrowers represents and warrants to the Agents and the Lenders that:

            (a) This Amendment has been duly executed and delivered by it and
      constitutes its legal, valid and binding obligation enforceable against it
      in accordance with its terms, except as enforceability may be limited by
      bankruptcy, insolvency, moratorium, reorganization or other similar laws
      affecting creditors' rights generally and except as enforceability may be
      limited by general principles of equity (regardless of whether such
      enforceability is considered in a proceeding in equity or at law).

            (b) After giving effect to this Amendment, the representations and
      warranties set forth in Article III of the Credit Agreement are true and
      correct in all material respects with the same effect as if made on the
      date hereof, except to the extent such representations and warranties
      expressly relate to an earlier date.

            (c) After giving effect to this Amendment, no Event of Default, or
      event that with notice or lapse of time or both would constitute an Event
      of Default, has occurred and is continuing.

            SECTION 4. Conditions to Effectiveness. This Amendment shall become
effective (as of the date first written above) on the date (the "Amendment
Effective Date") when (a) the Agents (or their counsel) shall have received
counterparts of this Amendment that, when taken together, bear the signatures of
the Borrowers and the Required Lenders and (b) the Agents shall have received
payment of the fees payable under Section 5 below (to the extent due on the
Amendment Effective Date) and any out-of-pocket expenses of the Agents payable
by the Borrowers that have been invoiced before the Amendment Effective Date.

            SECTION 5. Amendment Fee. The Borrowers agree to pay to each Lender
that executes and delivers a copy of this Amendment to the Agents (or their
counsel) on or prior to November 30, 2001, an amendment fee in an amount equal
to 0.05% of such Lender's Commitment (whether used or unused), in each case as
of the Amendment Effective Date; provided that the Borrowers shall have no
liability for any such amendment fee if this Amendment does not become
effective. Such amendment fee shall be payable (i) on the Amendment Effective
Date, to each Lender entitled to receive such fee as of the Amendment Effective
Date and (ii) in the case of any Lender that becomes entitled to such fee after
the Amendment Effective Date, within two Business Days after such Lender becomes
entitled to such fee.

            SECTION 6. Expenses. The Borrowers shall reimburse the Agents for
their reasonable out-of-pocket expenses incurred in connection with this
Amendment, including the reasonable fees and expenses of Cravath, Swaine &
Moore, counsel for the Agents.

            SECTION 7. Effect of Amendment and Waiver. Except as expressly set
forth herein, this Amendment shall not by implication or otherwise limit,
impair, constitute a waiver of, or otherwise affect the rights and remedies of
the Agents or the Lenders under the Credit Agreement, and shall not alter,
modify, amend or in any way affect the terms, conditions, obligations, covenants
or agreements contained in the Credit Agreement, all of which are ratified and
affirmed in all respects and shall continue in full force and effect. Nothing
herein shall be deemed to entitle the Borrowers to a consent to, or a waiver,
amendment, modification or other change of, any terms, conditions, obligations,
covenants or agreements contained in the Credit Agreement in similar or
different circumstances. This Amendment shall apply and be effective only with
respect to the provisions of the Credit Agreement specifically referred to
herein.

            SECTION 8. Credit Agreement. Except as specifically amended or
waived hereby, the Credit Agreement shall continue in full force and effect in
accordance with the provisions thereof as in existence on the date hereof. After
the date hereof, any reference to the Credit Agreement shall mean the Credit
Agreement as amended and waived hereby. This Amendment shall constitute a Loan
Document for all purposes under the Credit Agreement.

            SECTION 9.  Applicable Law.  THIS AMENDMENT SHALL BE GOVERNED BY,
AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

            SECTION 10. Counterparts. This Amendment may be executed in two or
more counterparts, each of which shall constitute an original but all of which
when taken together shall constitute but one contract. Delivery of an executed
signature page of this Amendment by facsimile transmission shall be effective as
delivery of a manually executed counterpart hereof.

            SECTION 11. Headings. The Section headings used herein are for
convenience of reference only, are not part of this Amendment and are not to
affect the construction of, or to be taken into consideration in interpreting,
this Amendment.






            IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed by their respective authorized officers as of the day and year
first written above.




THE GREAT ATLANTIC & PACIFIC
TEA COMPANY, INC.,

  by

Name:
Title:


THE GREAT ATLANTIC & PACIFIC
 COMPANY OF CANADA, LIMITED,

  by

Name:
Title:


JPMORGAN CHASE BANK,
individually and as U.S. Administrative Agent,

  by

Name:
Title:


J.P. MORGAN BANK CANADA,
as Canadian Administrative Agent,

  by

Name:
Title:

JPMORGAN CHASE BANK, TORONTO BRANCH, as a Lender,

  by

Name:
Title:


COMPASS FOODS, INC.,

   by

Name:
Title:


BORMAN'S, INC.,

   by

Name:
Title:


KOHL'S FOOD STORES, INC.,

   by

Name:
Title:


SHOPWELL, INC.,

   by

Name:
Title:


WALDBAUM, INC.,

  by

Name:
Title:


SUPER FRESH FOOD MARKETS, INC.,

   by

Name:
Title:


SUPER MARKET SERVICE CORP.,

   by

Name:
Title:






SIGNATURE PAGE TO AMENDMENT NO. 1 DATED AS OF NOVEMBER 16, 2001, TO THE
CREDIT AGREEMENT DATED AS OF FEBRUARY 23, 2001, among THE GREAT ATLANTIC &
PACIFIC TEA COMPANY, INC., THE GREAT ATLANTIC & PACIFIC COMPANY OF CANADA,
LIMITED, THE OTHER BORROWERS PARTY THERETO, THE LENDERS, JPMORGAN CHASE BANK,
as U.S. Administrative Agent, and J.P. MORGAN BANK CANADA, as Canadian
Administrative Agent,





                                Name of Institution: ___________________



                                by:
                                -------------------------------
                                Name:
                                Title: