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                                                                     Exhibit 4.9

                               SECOND AMENDMENT TO
                                CREDIT AGREEMENT

          This Second Amendment to Credit Agreement (this "Amendment") is made
as of the 10th day of November, 2006 by and among:

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

          the other Borrowers party hereto;

          the Lenders party hereto; and

          BANK OF AMERICA, N.A., as Administrative Agent and as Collateral Agent
(in such capacities, the "Agent").

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

                                   WITNESSETH

          WHEREAS, the Company, the Borrowers, the Lenders, and the Agent are
parties to a Credit Agreement dated as of November 15, 2005, as amended by a
First Amendment to Credit Agreement dated as of March 13, 2006 (the "Credit
Agreement"); and

          WHEREAS, the Company has advised the Agent and the Lenders that the
Borrowers desire to amend the 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 Credit Agreement.

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

a.   The Definition of "Permitted Investments" in Section 1.01 of the Credit
     Agreement is hereby amended by (i) the deletion of the word "and" at the
     end of clause (a) therein, (ii) the addition of word "and" at the end of
     clause (b) therein and (iii) the addition of a new clause (c) at the end
     thereof reading as follows:

     "(c) Investments in Equity Interests of Metro Inc., a Quebec corporation,
     held by the Company on the date hereof."

b.   Section 6.02 of the Credit Agreement is hereby amended by (i) the deletion
     of the word "and" at the end of clause (h) therein, (ii) the addition of
     word "and" at the end of clause (i) therein and (iii) the addition of a new
     clause (j) at the end thereof reading as follows:

     "(j) Liens granted pursuant to the Amended and Restated Pledge and Security
     Agreement, dated as of November 10, 2006 by and between the Company and
     Bank of America, N.A., as Issuing Bank (the "Letter of Credit Issuing
     Bank"), as such Amended and Restated Pledge Agreement may be hereafter
     amended, modified, supplemented or restated (the

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     "Letter of Credit Pledge and Security Agreement"); provided, however, that
     the Liens in favor of the Letter of Credit Issuing Bank on Non-Primary
     Collateral (as defined in the Letter of Credit Pledge and Security
     Agreement) granted pursuant to the Letter of Credit Pledge and Security
     Agreement shall be expressly subordinate to the Liens on such assets in
     favor of the Collateral Agent and the other Secured Parties as evidenced by
     a subordination agreement in the form of Exhibit P hereto."

c.   The Credit Agreement is hereby amended by the addition of an Exhibit P
     thereto, which Exhibit P shall be in the form of Exhibit A to this
     Amendment.

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

a.   This Amendment shall have been duly executed and delivered by the Company,
     the other Borrowers, the Agent and the Required Lenders.

b.   All action on the part of the Company and the other Borrowers necessary for
     the valid execution, delivery and performance by such Persons of this
     Amendment shall have been duly and effectively taken. The Agent shall have
     received from the Company and the other Borrowers true copies of their
     respective certificate of the resolutions authorizing the transactions
     described herein, each certified by their secretary or other appropriate
     officer to be true and complete.

c.   The Borrowers shall reimburse the Agent and the Lenders for all expenses
     incurred in connection with this Amendment, including, without limitation,
     reasonable attorneys' fees, costs and expenses.

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

e.   The Borrowers shall have provided to the Agent such additional instruments,
     documents, and opinions of counsel as the Agent and its counsel may have
     reasonably requested.

4.   Miscellaneous.

a.   Except as provided herein, all terms and conditions of the Credit Agreement
     and the other Loan Documents remain in full force and effect. The Company
     and the other Borrowers hereby ratify, confirm, and reaffirm all of the
     representations, warranties and covenants therein contained.

b.   This 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.

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c.   This 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 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 Amendment.

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

                            [SIGNATURE PAGES FOLLOW]

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                                        BANK OF AMERICA, N.A., as Administrative
                                        Agent and Collateral Agent


                                        By: /s/ Alexis MacElhiney
                                            ------------------------------------
                                        Name: Alexis MacElhiney
                                        Title: Director

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                                        THE CIT GROUP/BUSINESS CREDIT, INC.


                                        By: /s/ Steven Schuit
                                            ------------------------------------
                                        Name: Steven Schuit
                                        Title: Vice President

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                                        WACHOVIA BANK, NATIONAL ASSOCIATION


                                        By: /s/ Thomas Grabosky
                                            ------------------------------------
                                        Name: Thomas Grabosky
                                        Title: Director

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                                        JPMORGAN CHASE BANK, N.A.


                                        By: /s/ James L. Sloan
                                            ------------------------------------
                                        Name: James L. Sloan
                                        Title: Vice President

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                                        GENERAL ELECTRIC CAPITAL CORPORATION


                                        By: /s/ Rebecca A. Ford
                                            ------------------------------------
                                        Name: Rebecca A. Ford
                                        Title: Duly Authorized Signatory

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                                        WELLS FARGO RETAIL FINANCE, LLC


                                        By: /s/ Emily Abrahamson
                                            ------------------------------------
                                        Name: Emily Abrahamson
                                        Title: Assistant Vice President

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                                        THE GREAT ATLANTIC & PACIFIC TEA
                                        COMPANY, INC.


                                        By: /s/ William J. Moss
                                            ------------------------------------
                                        Name: William J. Moss
                                        Title: Vice President, Treasurer

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                                        COMPASS FOODS, INC.


                                        By: /s/ William J. Moss
                                            ------------------------------------
                                        Name: William J. Moss
                                        Title: Vice President

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                                        BORMAN'S, INC.


                                        By: /s/ William J. Moss
                                            ------------------------------------
                                        Name: William J. Moss
                                        Title: Vice President

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                                        SHOPWELL, INC.


                                        By: /s/ William J. Moss
                                            ------------------------------------
                                        Name: William J. Moss
                                        Title: Vice President

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                                        WALDBAUM, INC.


                                        By: /s/ William J. Moss
                                            ------------------------------------
                                        Name: William J. Moss
                                        Title: Vice President

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                                        SUPER FRESH FOOD MARKETS, INC.


                                        By: /s/ William J. Moss
                                            ------------------------------------
                                        Name: William J. Moss
                                        Title: Vice President

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                                        SUPER MARKET SERVICE CORP.


                                        By: /s/ William J. Moss
                                            ------------------------------------
                                        Name: William J. Moss
                                        Title: Vice President

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                                        SUPER FRESH/SAV-A-CENTER, INC.


                                        By: /s/ William J. Moss
                                            ------------------------------------
                                        Name: William J. Moss
                                        Title: Vice President

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                                        FOOD BASICS, INC.


                                        By: /s/ William J. Moss
                                            ------------------------------------
                                        Name: William J. Moss
                                        Title: Vice President

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                                        HOPELAWN PROPERTY I, INC.


                                        By: /s/ William J. Moss
                                            ------------------------------------
                                        Name: William J. Moss
                                        Title: Vice President

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                                        LO-LO DISCOUNT STORES, INC.


                                        By: /s/ William J. Moss
                                            ------------------------------------
                                        Name: William J. Moss
                                        Title: Vice President